Bruce Bernstein receives 13,940 RSUs at WRAP; 9,061 vested immediately

Rhea-AI Filing Summary

Bruce Bernstein, a director of Wrap Technologies, Inc. (WRAP), reported a grant of 13,940 Restricted Stock Units (RSUs) on 10/01/2025 tied to his board service for the quarter ended 9/30/2025. The filing shows 9,061 of those RSUs vested on the grant date and the remaining RSUs will vest ratably in eight monthly tranches. The transaction was recorded with a grant price of $0, and after the award the reporting person beneficially owns 208,086 shares of common stock. The Form 4 is signed and dated 10/08/2025.

Positive

• Immediate alignment: 9,061 RSUs vested on grant date, tying director compensation to company equity
• Retention structure: Remaining RSUs vest ratably over 8 months, encouraging continued service

Negative

• Dilution risk: Grant increases potential outstanding shares; reporting person now beneficially owns 208,086 shares
• No cash consideration: Grant priced at $0, indicating equity issuance rather than a purchase which may dilute holders

Insights

Compensation & Governance Analyst

Director received an equity award with immediate partial vesting and structured monthly vesting thereafter.

The grant of 13,940 RSUs with 9,061 vested immediately aligns director pay with short‑term service and retention through eight monthly tranches. The $0 price indicates the award is a service grant rather than a purchased security and increases common stock outstanding upon settlement.

Key dependencies include the director’s continued service for the remaining vesting months and any company policies on settlement timing; monitor the eight monthly vesting events starting after 10/01/2025 for potential share issuance and dilution effects within the next 8 months.

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
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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^*

Bernstein Bruce

(Last) (First) (Middle)

C/O WRAP TECHNOLOGIES, INC.

3480 MAIN HWY, SUITE 202

(Street)

MIAMI FL 33133

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
WRAP TECHNOLOGIES, INC. [ WRAP ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
10/01/2025

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	10/01/2025		A		13,940	A	$0(1)	208,086	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 a grant of Restricted Stock Units ("RSUs"). The RSUs were granted in connection with the Reporting Person's service on the Issuer's Board of Directors for the quarter ended September 30, 2025. On the date of grant, 9,061 of the RSUs vested and the remainder of the RSUs vest ratably in eight monthly tranches.

	/s/ Bruce Bernstein	10/08/2025
	** 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 did WRAP director Bruce Bernstein receive on 10/01/2025?

He was granted 13,940 RSUs, of which 9,061 vested immediately and the remainder vests ratably over 8 months.

How many WRAP shares does Bruce Bernstein own after the grant?

The Form 4 reports he beneficially owns 208,086 shares following the reported transaction.

Was there any cash paid for the RSU grant?

No. The grant is reported with a price of $0, indicating a service-based award.

When was the Form 4 signed and filed?

The filing is signed by Bruce Bernstein on 10/08/2025 and reports the transaction dated 10/01/2025.

How will the unvested RSUs vest?

The remaining RSUs vest ratably in eight monthly tranches after the initial vesting of 9,061 units.