DVLT Form 4: Officer sale of 33,920 shares; 120,000-share omission corrected

Rhea-AI Filing Summary

Datavault AI Inc. (DVLT) officer Stanley Mbugua reported changes in his holdings on Form 4. The filing discloses a market sale of 33,920 shares on 08/28/2025 at $0.40 per share executed by the issuer to satisfy tax obligations related to vesting of equity awards; the sale was not a discretionary transaction by the reporting person. The filing also corrects a prior Form 4 omission by including a 120,000-share grant received on 06/25/2025 under the companys 2018 Long-Term Stock Incentive Plan. After the reported transaction(s), Mbuguas beneficial ownership is reported as 324,418 shares. The filing identifies Mbugua as Chief Accounting Officer and VP of Finance.

Insights

Financial Analyst

TL;DR: Insider sold a small block to cover taxes; prior reporting omission corrected, overall ownership remains material but unchanged by strategy.

The sale of 33,920 shares at $0.40 was executed by the issuer to satisfy tax withholding on vested awards and is explicitly described as non-discretionary. This is a routine administrative transaction and does not indicate an opportunistic insider sale. The corrected inclusion of 120,000 shares from the June 25, 2025 award increases reported beneficial ownership to 324,418 shares. For investors, the material element is the corrected disclosure rather than a change in company direction or performance metrics.

Corporate Governance Expert

TL;DR: The Form 4 corrects a prior reporting omission and documents a tax-related sale; the governance implication is procedural, not a red flag.

The filing appropriately amends beneficial ownership to include previously omitted compensation shares and documents that the 08/28/2025 disposition was performed by the issuer to meet tax obligations from vesting. While reporting omissions warrant attention to internal controls over SEC reporting, the corrective filing and explicit explanation satisfy disclosure obligations and reduce information asymmetry for shareholders.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Mbugua Stanley

(Last) (First) (Middle)

C/O DATAVAULT AI INC.

15268 NW GREENBRIER PKWY

(Street)

BEAVERTON OR 97006

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Datavault AI Inc. [ DVLT ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	See Remarks

3. Date of Earliest Transaction (Month/Day/Year)
08/28/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	08/28/2025		S(1)		33,920(1)	D	$0.4	324,418(2)	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. Represents shares of common stock, par value $0.0001 per share, of the issuer sold to the open market by the issuer on behalf of the reporting person to satisfy tax obligations in connection with vesting of equity awards and was not a discretionary transaction by the reporting person.

2. On June 27, 2025, the reporting person filed a Form 4 which inadvertently did not report 120,000 shares of Common Stock of the issuer which were received by the reporting person on June 25, 2025, as compensation for his service as an officer pursuant to the issuer's 2018 Long-Term Stock Incentive Plan. Accordingly, the number of securities reported as beneficially owned in this filing includes the grant of 120,000 shares previously omitted from the prior filing.

Remarks:

Chief Accounting Officer and VP of Finance

	/s/ Stanley Mbugua	09/02/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What transaction did Stanley Mbugua report on DVLT Form 4?

The filing reports a sale of 33,920 shares on 08/28/2025 at $0.40 per share executed by the issuer to satisfy tax obligations related to vested awards.

Why were shares sold on behalf of the reporting person in the DVLT Form 4?

The shares were sold by the issuer to satisfy tax obligations arising from the vesting of equity awards; the sale was not discretionary by the reporting person.

Did the Form 4 correct any prior disclosures for DVLT?

Yes. The filing corrects a prior Form 4 by including a previously omitted grant of 120,000 shares received on 06/25/2025 under the 2018 Long-Term Stock Incentive Plan.

How many shares does the reporting person beneficially own after the reported transactions?

The filing reports 324,418 shares beneficially owned by the reporting person following the transactions.

What is Stanley Mbuguas role at Datavault AI Inc. as stated in the filing?

The filing identifies him as Chief Accounting Officer and VP of Finance.