Major Wrap Technologies (WRAP) holders outline 10.7% stake and Rule 144 sale intentions

Rhea-AI Filing Summary

Wrap Technologies, Inc. shareholders Elwood G. Norris, Stephanie A. Norris and the Norris Family 1997 Trust filed Amendment No. 4 to update their Schedule 13D on the company’s common stock.

Elwood G. Norris reports beneficial ownership of 5,505,981 shares, representing 10.7% of the outstanding common stock, including 5,451,053 shares held through the Norris Family 1997 Trust. Stephanie A. Norris and the Trust each report beneficial ownership of 5,451,053 shares, or 10.6% of the class, with shared voting and dispositive power over those shares.

The amendment also discloses that the reporting persons filed Form 144 notices on May 6, 2025, October 6, 2025, and January 23, 2026, stating their intent to sell up to 505,542, 794,455, and 1,778,129 shares, respectively, from time to time in brokers’ transactions under Rule 144.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 4)

WRAP TECHNOLOGIES, INC.

(Name of Issuer)

Common Stock $0.0001 par value per share

(Title of Class of Securities)

98212N107

(CUSIP Number)

Elwood G. Norris
15891 Blue Crystal Trail,
Poway, CA, 92064
(858) 883-2153

Jeffrey Soza, Esq.
Glaser Weil Fink Howard Jordan & Shapiro, 10250 Constellation Blvd., 19th Floor
Los Angeles, CA, 90067
(310) 282-6271

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

10/02/2025

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

SCHEDULE 13D

CUSIP No. 98212N107

1

Name of reporting person

NORRIS ELWOOD G

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

PF

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 54,928.00
8	Shared Voting Power 5,451,053.00
9	Sole Dispositive Power 54,928.00
10	Shared Dispositive Power 5,451,053.00

11

Aggregate amount beneficially owned by each reporting person

5,505,981.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

10.7 %

14

Type of Reporting Person (See Instructions)

IN

Comment for Type of Reporting Person:

(1) Consists of (a) 5,451,053 shares of Common Stock held by Norris Family 1997 Trust, and (b) 125,485shares of Common Stock held by the Reporting Person directly. (2) Calculated in accordance with Rule 13d-3 promulgated under the Securities Exchange Act of 1934, as amended (the "Exchange Act") and based on 51,507,022 shares of Common Stock outstanding as of December 12, 2025 as reported in the Prospectus on Form 424B3 filed by the Issuer on December 22, 2025.

SCHEDULE 13D

CUSIP No. 98212N107

1

Name of reporting person

Stephanie A. Norris, individually and as trustee of the Norris Family 1997 Trust

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

PF

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 5,451,053.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 5,451,053.00

11

Aggregate amount beneficially owned by each reporting person

5,451,053.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

10.6 %

14

Type of Reporting Person (See Instructions)

IN

Comment for Type of Reporting Person:

(1) Consists of 5,451,053 shares of Common Stock held by Norris Family 1997 Trust. (2) Calculated in accordance with Rule 13d-3 promulgated under the Securities Exchange Act of 1934, as amended (the "Exchange Act") and based on 51,507,022 shares of Common Stock outstanding as of December 12, 2025 as reported in the Prospectus on Form 424B3 filed by the Issuer on December 22, 2025.

SCHEDULE 13D

CUSIP No. 98212N107

1

Name of reporting person

Norris Family 1997 Trust

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

AF

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 5,451,053.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 5,451,053.00

11

Aggregate amount beneficially owned by each reporting person

5,451,053.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

10.6 %

14

Type of Reporting Person (See Instructions)

OO

Comment for Type of Reporting Person:

(1) Consists of (a) 5,451,553 shares of Common Stock held by Norris Family 1997 Trust. (2) Calculated in accordance with Rule 13d-3 promulgated under the Securities Exchange Act of 1934, as amended (the "Exchange Act") and based on 51,507,022 shares of Common Stock outstanding as of December 12, 2025 as reported in the Prospectus on Form 424B3 filed by the Issuer on December 22, 2025.

SCHEDULE 13D

Item 1.	Security and Issuer
(a)	Title of Class of Securities: Common Stock $0.0001 par value per share
(b)	Name of Issuer: WRAP TECHNOLOGIES, INC.
(c)	Address of Issuer's Principal Executive Offices: 3480 MAIN HWY, SUITE 202, MIAMI, FLORIDA , 33133.
Item 1 Comment: This Amendment No. 4 to Schedule 13D ("Amendment No. 3") amends the statement on Schedule 13D filed with the Securities and Exchange Commission on January 4, 2021 as amended, supplemented and restated from time to time prior to the date of this Amendment No. 4 (together with this Amendment No. 4, this "statement") relating to the shares of common stock, par value $0.0001 per share (the "Shares"), of Wrap Technologies, Inc., a Delaware corporation (the "Issuer"). Item 4 and Item 5 are hereby amended and supplemented as set forth below.
Item 4.	Purpose of Transaction
	Item 4 is hereby supplemented by adding the following information: On May 6, 2025 the Reporting Persons filed a Form 144 pursuant to which the Reporting Persons reported their intent to sell up to 505,542 Shares. On October 6, 2025, the Reporting Persons further filed a Form 144 pursuant to which the Reporting Persons reported their intent to sell up to 794,455 Shares. On January 23, 2026 the Reporting Persons filed a Form 144 pursuant to which the Reporting Persons reported their intent to sell up to 1,778,129 Shares. The Shares will be sold from time to time in Brokers Transactions (as defined in Rule 144).
Item 5.	Interest in Securities of the Issuer
(a)	Item 5 is hereby amended and restated in its entirety as of the date hereof: (a) See rows (11) and (13) of the cover pages to this Schedule 13D for the aggregate number of shares of Common Stock and percentages of the shares of Common Stock beneficially owned by each of the Reporting Persons. The percentages used in Schedule 13D are calculated based upon 51,507,022 shares of Common Stock outstanding as of December 12, 2025 as reported in the Prospectus on Form 424B3 filed by the Issuer with the Securities and Exchange Commission on December 22, 2025.
(b)	See rows (7) through (10) of the cover pages to this Schedule 13D for the number of shares of Common Stock as to which each Reporting person has the sole or shared power to vote and sole or shared power to dispose or to direct the disposition.
(c)	See Exhibit B attached hereto.
(d)	No person other than the Reporting Persons is known to have the right to receive, or the power to direct the receipt of dividends from, or proceeds from the sale of, such shares of Common Stock.
(e)	Not applicable.
Item 7.	Material to be Filed as Exhibits.
	Exhibit A Joint Filing Agreement, dated as of January 4, 2021, by and among the Reporting Persons (incorporated by reference to Exhibit A to the Reporting Persons' Statement on Schedule 13D filed on January 4, 2021). Exhibit B Reportable Transactions in the Common Stock.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

NORRIS ELWOOD G

Signature:	/s/ Elwood Norris
Name/Title:	Elwood G. Norris
Date:	01/29/2026

Stephanie A. Norris, individually and as trustee of the Norris Family 1997 Trust

Signature:	/s/ Stephanie A. Norris
Name/Title:	Stephanie A. Norris
Date:	01/29/2026

Norris Family 1997 Trust

Signature:	/s/ Elwood G. Norris
Name/Title:	Elwood G. Norris, Trustee
Date:	01/29/2026

FAQ

How many Wrap Technologies (WRAP) shares do the Norris reporting persons beneficially own?

The reporting persons led by Elwood G. Norris report beneficial ownership of 5,505,981 Wrap Technologies common shares. This total includes 5,451,053 shares held by the Norris Family 1997 Trust and additional shares held directly by Elwood G. Norris.

What percentage of Wrap Technologies (WRAP) does Elwood G. Norris report owning?

Elwood G. Norris reports beneficial ownership of 10.7% of Wrap Technologies’ common stock. This percentage is based on 51,507,022 shares outstanding as of December 12, 2025, as reported in the company’s Form 424B3 prospectus filed on December 22, 2025.

What sale plans do the Norris holders disclose for Wrap Technologies (WRAP) shares?

The reporting persons filed Form 144 notices indicating plans to sell shares under Rule 144. They reported intent to sell up to 505,542 shares on May 6, 2025, 794,455 shares on October 6, 2025, and 1,778,129 shares on January 23, 2026.

Who are the reporting persons in the Wrap Technologies (WRAP) Schedule 13D/A Amendment No. 4?

The reporting persons are Elwood G. Norris, Stephanie A. Norris (individually and as trustee), and the Norris Family 1997 Trust. They jointly report beneficial ownership and coordinated filings regarding their Wrap Technologies common stock holdings and related transactions.

What role does the Norris Family 1997 Trust play in Wrap Technologies (WRAP) ownership?

The Norris Family 1997 Trust holds 5,451,053 Wrap Technologies common shares. Both the Trust and Stephanie A. Norris report 10.6% beneficial ownership of the class, with shared voting and dispositive power over those shares as reflected in the amended Schedule 13D.

How was the ownership percentage for the Norris group in Wrap Technologies (WRAP) calculated?

The ownership percentages in the amendment are calculated under Rule 13d-3 of the Exchange Act. They use a base of 51,507,022 Wrap Technologies common shares outstanding as of December 12, 2025, as disclosed in the company’s Form 424B3 prospectus.