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Wrap Technologies CEO granted 4M restricted shares

WRAP TECHNOLOGIES, INC.

(Neutral)
(Neutral)
Form Type
4

Rhea-AI Filing Summary

WRAP TECHNOLOGIES, INC. (symbol: WRAP) is the issuer of record for a Form 4 filing submitted to the SEC. Cohen Scot reported acquisition or exercise transactions in this Form 4 filing.

WRAP TECHNOLOGIES, INC. (WRAP) reported that Executive Chairman and CEO, and more than 10% owner, Scot Cohen received a grant of 4,000,000 shares of restricted common stock on September 2, 2026. These shares have voting and dividend rights but vest only if specified market capitalization hurdles are met over 45 consecutive trading days at levels of $150 million, $225 million, $337.5 million, and $506.25 million, 1,000,000 shares tied to each hurdle. If stockholder approval to increase shares reserved under the 2017 Equity Compensation Plan is not obtained by March 15, 2027, 1,600,000 of these restricted shares are forfeited. After this award, Cohen holds 10,589,555 shares directly and 209,353 shares indirectly through Continuum Ventures, LLC.

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Insider Cohen Scot
Role Executive Chairman and CEO
Type Security Shares Price Value
Grant/Award Common Stock F1, F2 4,000,000 $0.00 $0.00
holding Common Stock -- -- --
Holdings After Transaction: Common Stock — 10,589,555 shares (Direct); Common Stock — 209,353 shares (Indirect, By Continuum Ventures, LLC)
Footnotes (2)
  1. F1. Represents a grant of restricted stock. The restricted stock contained voting rights and dividend rights on the date of grant. The restricted stock will vest as follows: (i) 1,000,000 shares on the date the Company's market capitalization meets or exceeds $150 million for each trading day during 45 consecutive trading days; (ii) 1,000,000 shares on the date the Company's market capitalization meets or exceeds $225 million for each trading day during 45 consecutive trading days; (iii) 1,000,000 shares on the date the Company's market capitalization meets or exceeds $337.5 million for each trading day during 45 consecutive trading days; and (iv)1,000,000 shares on the date the Company's market capitalization meets or exceeds $506.25 million for each trading day during 45 consecutive trading days
  2. F2. In the event that stockholder approval of an increase in shares of Common Stock reserved for issuance under Wrap Technologies, Inc. 2017 Equity Compensation Plan is not obtained prior to March 15, 2027, 1,600,000 of the awarded restricted stock are null and void and subject to forfeiture.
Restricted stock grant 4,000,000 shares Restricted common stock awarded to Scot Cohen on September 2, 2026
Post-grant direct holdings 10,589,555 shares Common stock directly owned by Scot Cohen following the reported grant
Indirect holdings via Continuum Ventures, LLC 209,353 shares Common stock indirectly owned as reported in the holding entry
First market cap vesting hurdle $150 million Market capitalization required for first 1,000,000 restricted shares to vest over 45 consecutive trading days
Second market cap vesting hurdle $225 million Market capitalization required for second 1,000,000 restricted shares to vest over 45 consecutive trading days
Third market cap vesting hurdle $337.5 million Market capitalization required for third 1,000,000 restricted shares to vest over 45 consecutive trading days
Fourth market cap vesting hurdle $506.25 million Market capitalization required for fourth 1,000,000 restricted shares to vest over 45 consecutive trading days
Shares subject to forfeiture absent shareholder approval 1,600,000 shares Portion of the restricted stock award forfeited if plan share increase not approved by March 15, 2027
restricted stock financial
"Represents a grant of restricted stock. The restricted stock contained voting rights"
Shares granted to an individual that carry limits on transfer or sale until certain conditions are met, such as staying with the company for a set time or hitting performance targets. Think of them as a locked gift that gradually opens; for investors they matter because they affect how many shares may enter the market later, signal management incentives and potential dilution, and reveal confidence in future company performance.
market capitalization financial
"on the date the Company's market capitalization meets or exceeds $150 million"
Market capitalization is the total market value of a company’s outstanding shares, calculated by multiplying the current share price by the number of shares issued. It gives a quick snapshot of a company’s size and how investors value it, influencing perceived risk, index membership, and roughly how much it might cost to buy the whole company — like using a sticker price to compare the relative size and price of different houses.
trading days market
"for each trading day during 45 consecutive trading days"
Trading days are the specific days when a stock exchange is open and buying and selling of securities can occur, excluding weekends and exchange-declared holidays. Investors use trading days to measure performance, calculate settlement deadlines and time-sensitive events—think of them as the business hours calendar for markets, where returns, volumes and deadlines are counted only on days the market is operating.
Equity Compensation Plan financial
"reserved for issuance under Wrap Technologies, Inc. 2017 Equity Compensation Plan"
A plan by which a company gives employees, directors or contractors ownership or the right to buy ownership in the company through stock, options or similar awards — think of promising slices of the company pie as part of someone's pay. It matters to investors because these awards can change the number of shares outstanding, affect reported profits and influence management’s decisions; large or generous plans can dilute existing holders and alter incentives over time.

FAQ

What insider transaction did WRAP CEO Scot Cohen report on this Form 4 for WRAP?

He reported a grant of 4,000,000 shares of restricted common stock on September 2, 2026, classified as a grant, award, or other acquisition, with a reported price of $0.00 per share and subject to detailed market cap and shareholder approval conditions.

What are the market capitalization hurdles for Scot Cohen’s 4,000,000 WRAP restricted shares?

The award vests in four tranches of 1,000,000 shares each when WRAP’s market capitalization meets or exceeds $150 million, $225 million, $337.5 million, and $506.25 million, respectively, for 45 consecutive trading days for each target level.

How many WRAP shares does Scot Cohen own after this reported grant?

After the grant, he holds 10,589,555 WRAP common shares directly. He also has an indirect holding of 209,353 shares through Continuum Ventures, LLC, as disclosed in the Form 4 holding entry.

What could cause part of Scot Cohen’s WRAP restricted stock grant to be forfeited?

1,600,000 of the 4,000,000 restricted shares are null and void and subject to forfeiture if stockholder approval of an increase in shares reserved under the 2017 Equity Compensation Plan is not obtained by March 15, 2027.

Are Scot Cohen’s WRAP restricted shares currently entitled to vote and receive dividends?

Yes. The filing states the restricted stock contained voting rights and dividend rights on the date of grant, even though vesting is subject to future market capitalization performance conditions and, for a portion, to stockholder approval.

Was Scot Cohen’s WRAP Form 4 transaction under a Rule 10b5-1 trading plan?

No. The Form 4 indicates no Rule 10b5-1 plan is reported for this grant; the document-level box for transactions pursuant to a Rule 10b5-1 trading arrangement is not checked.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Learn about SEC filing dates
SEC Form 4
FORM 4UNITED 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*
Cohen Scot

(Last)(First)(Middle)
C/O WRAP TECHNOLOGIES, INC.
3350 VIRGINIA STREET

(Street)
MIAMI FLORIDA 33133

(City)(State)(Zip)

UNITED STATES

(Country)
2. Issuer Name and Ticker or Trading Symbol
WRAP TECHNOLOGIES, INC. [ WRAP ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
XDirectorX10% Owner
XOfficer (give title below)Other (specify below)
Executive Chairman and CEO
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
09/02/2026
6. Individual or Joint/Group Filing (Check Applicable Line)
XForm filed by One Reporting Person
Form filed by More than One Reporting Person
4. If Amendment, Date of Original Filed (Month/Day/Year)

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)
CodeVAmount(A) or (D)Price
Common Stock09/02/2026A(1)4,000,000(2)A$010,589,555D(1)
Common Stock209,353IBy Continuum Ventures, LLC
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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Explanation of Responses:
1. Represents a grant of restricted stock. The restricted stock contained voting rights and dividend rights on the date of grant. The restricted stock will vest as follows: (i) 1,000,000 shares on the date the Company's market capitalization meets or exceeds $150 million for each trading day during 45 consecutive trading days; (ii) 1,000,000 shares on the date the Company's market capitalization meets or exceeds $225 million for each trading day during 45 consecutive trading days; (iii) 1,000,000 shares on the date the Company's market capitalization meets or exceeds $337.5 million for each trading day during 45 consecutive trading days; and (iv)1,000,000 shares on the date the Company's market capitalization meets or exceeds $506.25 million for each trading day during 45 consecutive trading days
2. In the event that stockholder approval of an increase in shares of Common Stock reserved for issuance under Wrap Technologies, Inc. 2017 Equity Compensation Plan is not obtained prior to March 15, 2027, 1,600,000 of the awarded restricted stock are null and void and subject to forfeiture.
/s/ Scot Cohen09/04/2026
** Signature of Reporting PersonDate
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.
* Form 4: SEC 1474 (03-26)

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