Form 4: WRAP director acquires 19,391 shares via RSU grant

Rhea-AI Filing Summary

On July 1 2025, Wrap Technologies, Inc. (ticker WRAP) filed a Form 4 disclosing that director Bruce Bernstein received an equity award of 19,391 Restricted Stock Units (RSUs) in connection with his board service for the quarter ended June 30 2025. The filing categorizes the transaction code as "A" (acquisition) and lists a transaction price of $0, consistent with a no-cost stock grant. Of the total RSUs, 12,604 vested immediately on the grant date, while the remaining units will vest in eight equal monthly tranches. Following this award, Bernstein’s total beneficial ownership increased to 194,146 shares held in direct form.

The filing does not reference any derivative securities, sales, or additional transactions, indicating a routine compensation-related grant that modestly increases insider ownership without cash outlay. No 10b5-1 trading plan is cited.

Positive

• Director equity alignment: Grant increases insider ownership to 194,146 shares, potentially aligning board interests with shareholders.

Negative

• Minor dilution: Issuance of 19,391 new shares incrementally increases share count, though impact is likely immaterial.

Insights

Financial Analyst

TL;DR: Routine RSU grant, minimal dilution, aligns director incentives.

The 19,391-share RSU grant is a standard board compensation event and does not materially alter Wrap Technologies’ share count. The immediate vesting of 12,604 shares provides the director with direct equity exposure, supporting alignment with shareholder interests. Because the grant price is $0, there is no cash impact on the company. Total post-grant ownership of 194,146 shares suggests continued director commitment, but the scale of the award is small relative to likely shares outstanding, so market impact should be negligible.

Corporate Governance Expert

TL;DR: Standard compensation-related award; governance neutral.

The RSU award follows common practice for board compensation and vests over a short, eight-month schedule, which is consistent with quarterly service periods. Such grants are typically viewed favorably from an alignment perspective, though the accelerated initial vesting could raise minor concerns about long-term retention incentives. No red flags appear in the disclosure, and required Section 16 reporting was timely (filed within nine days of the grant).

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)
07/01/2025

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	07/01/2025		A		19,391	A	$0(1)	194,146	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 June 30, 2025. On the date of grant, 12,604 of the RSUs vested and the remainder of the RSUs vest ratably in eight monthly tranches.

	/s/ Bruce Bernstein	07/10/2025
	** 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 Bruce Bernstein report for WRAP on Form 4?

He reported the acquisition of 19,391 RSUs granted for board service on July 1 2025.

How many WRAP shares does Bernstein own after the grant?

His beneficial ownership totals 194,146 shares following the reported transaction.

Did the RSUs vest immediately?

Yes. 12,604 RSUs vested on the grant date; the remainder vest monthly over eight months.

Was a 10b5-1 trading plan involved?

The filing does not indicate that the transaction was made under a Rule 10b5-1 plan.

What was the transaction price for the RSU grant?

The RSUs were granted at $0, typical for equity compensation awards.

Does this filing include any derivative security transactions?

No derivative securities were reported; only non-derivative common stock RSUs were disclosed.