FLUX · Flux Power Holdings, Inc. · Insider Trading

The price reported in Column 4 is a weighted average price. The shares were pooled and sold in multiple transactions, at prices ranging from $0.8301 to $0.9101, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

The sale reported on this Form 4 represents shares sold by the Reporting Person to cover tax withholding obligations in connection with the vesting and settlement of the RSUs. The sale is made to satisfy tax withholding obligations to be funded by a "sell to cover" transaction and does not represent a discretionary transaction by the Reporting Person.

On August 1, 2025, the reporting person was granted restricted stock units ("RSUs"), which vested on July 1, 2026. Each RSU represents a contingent right to receive, upon vesting of the RSU, one share of the Issuer's common stock. The RSUs are scheduled to vest annually over 3 years, with the first vest date on July 1, 2026, subject to the Reporting Person's continued employment or service through each vest date.

On August 1, 2025, the reporting person was granted restricted stock units ("RSUs"), which vested on July 1, 2026. Each RSU represents a contingent right to receive, upon vesting of the RSU, one share of the Issuer's common stock. The RSUs are scheduled to vest annually over 3 years, with the first vest date on July 1, 2026, subject to the Reporting Person's continued employment or service through each vest date.

On May 28, 2025, the reporting person was granted restricted stock units ("RSUs"), which vested on May 28, 2026. Upon vesting, each RSU converted into one share of the Issuer's common stock.

On May 28, 2025, the reporting person was granted restricted stock units ("RSUs"), which vested on May 28, 2026. Upon vesting, each RSU converted into one share of the Issuer's common stock.

On May 28, 2025, the reporting person was granted restricted stock units ("RSUs"), which vested on May 28, 2026. Upon vesting, each RSU converted into one share of the Issuer's common stock.

On May 28, 2025, the reporting person was granted restricted stock units ("RSUs"), which vested on May 28, 2026. Upon vesting, each RSU converted into one share of the Issuer's common stock.

On May 28, 2025, the reporting person was granted restricted stock units ("RSUs"), which vested on May 28, 2026. Upon vesting, each RSU converted into one share of the Issuer's common stock.

On May 28, 2025, the reporting person was granted restricted stock units ("RSUs"), which vested on May 28, 2026. Upon vesting, each RSU converted into one share of the Issuer's common stock.

On May 28, 2025, the reporting person was granted restricted stock units ("RSUs"), which vested on May 28, 2026. Upon vesting, each RSU converted into one share of the Issuer's common stock.

On May 28, 2025, the reporting person was granted restricted stock units ("RSUs"), which vested on May 28, 2026. Upon vesting, each RSU converted into one share of the Issuer's common stock.

The price reported in Column 4 is a weighted average price. The shares were pooled and sold in multiple transactions at prices ranging from $1.26 to $1.31, inclusive. Upon request by the Securities and Exchange Commission staff, the Issuer, or a security holder of the Issuer, the Reporting Person will provide full information regarding the price and the number of shares sold in each separate transaction.

The Reporting Person is the sole director and beneficial owner of Esenjay Investments, L.L.C.

The price reported in Column 4 is a weighted average price. The shares were pooled and sold in multiple transactions at prices ranging from $1.30 to $1.38, inclusive. Upon request by the Securities and Exchange Commission staff, the Issuer, or a security holder of the Issuer, the Reporting Person will provide full information regarding the price and the number of shares sold in each separate transaction.

The Reporting Person is the sole director and beneficial owner of Esenjay Investments, L.L.C.

On September 15, 2025, the Reporting Person entered into an amended and restated securities purchase agreement with the Issuer pursuant to which the Reporting Person purchased 517 pre-funded warrants ("Pre-Funded Warrants") at a purchase price of $19.369 per Pre-Funded Warrant. The Reporting Person was also issued common stock warrants to purchase up to 2,433 shares of the Issuer's Common Stock.

The Common Warrants have an initial exercise price of $1.715 and is exercisable immediately from the date of issuance and expire 5 years from the date of issuance.

On September 15, 2025, the Reporting Person entered into an amended and restated securities purchase agreement with the Issuer pursuant to which the Reporting Person purchased 23,233 pre-funded warrants ("Pre-Funded Warrants") at a purchase price of $19.369 per Pre-Funded Warrant. The Reporting Person was also issued common stock warrants to purchase up to 109,329 shares of the Issuer's Common Stock.

The Pre-Funded Warrants are exercisable immediately from the date of issuance and expire when exercised in full. Each Pre-Funded Warrant is exercisable for 1 share of the Company's Series A Convertible Preferred Stock, which may be converted into shares of Common Stock at an initial conversion price of $2.058 as subject to adjustments.

On September 15, 2025, the Reporting Person entered into an amended and restated securities purchase agreement with the Issuer pursuant to which the Reporting Person purchased 2,582 pre-funded warrants ("Pre-Funded Warrants") at a purchase price of $19.369 per Pre-Funded Warrant. The Reporting Person was also issued common stock warrants to purchase up to 12,150 shares of the Issuer's Common Stock.

The Pre-Funded Warrants are exercisable immediately from the date of issuance and expire when exercised in full. Each Pre-Funded Warrant is exercisable for 1 share of the Company's Series A Convertible Preferred Stock, which may be converted into shares of Common Stock at an initial conversion price of $2.058 as subject to adjustments.

On September 15, 2025, the Reporting Person entered into an amended and restated securities purchase agreement with the Issuer pursuant to which the Reporting Person purchased 517 pre-funded warrants ("Pre-Funded Warrants") at a purchase price of $19.369 per Pre-Funded Warrant. The Reporting Person was also issued common stock warrants to purchase up to 2,433 shares of the Issuer's Common Stock.

The Common Warrants have an initial exercise price of $1.715 and is exercisable immediately from the date of issuance and expire 5 years from the date of issuance.

On September 15, 2025, the Reporting Person entered into an amended and restated securities purchase agreement with the Issuer pursuant to which the Reporting Person purchased 1,291 pre-funded warrants ("Pre-Funded Warrants") at a purchase price of $19.369 per Pre-Funded Warrant. The Reporting Person was also issued common stock warrants to purchase up to 6,075 shares of the Issuer's Common Stock.

The Pre-Funded Warrants are exercisable immediately from the date of issuance and expire when exercised in full. Each Pre-Funded Warrant is exercisable for 1 share of the Company's Series A Convertible Preferred Stock, which may be converted into shares of Common Stock at an initial conversion price of $2.058 as subject to adjustments.

On September 15, 2025, the Reporting Person entered into an amended and restated securities purchase agreement with the Issuer pursuant to which the Reporting Person purchased 517 pre-funded warrants ("Pre-Funded Warrants") at a purchase price of $19.369 per Pre-Funded Warrant. The Reporting Person was also issued common stock warrants to purchase up to 2,433 shares of the Issuer's Common Stock.

The Pre-Funded Warrants are exercisable immediately from the date of issuance and expire when exercised in full. Each Pre-Funded Warrant is exercisable for 1 share of the Company's Series A Convertible Preferred Stock, which may be converted into shares of Common Stock at an initial conversion price of $2.058 as subject to adjustments.

On September 15, 2025, the Reporting Person entered into an amended and restated securities purchase agreement with the Issuer pursuant to which the Reporting Person purchased 1,291 pre-funded warrants ("Pre-Funded Warrants") at a purchase price of $19.369 per Pre-Funded Warrant. The Reporting Person was also issued common stock warrants to purchase up to 6,075 shares of the Issuer's Common Stock.

The Common Warrants have an initial exercise price of $1.715 and is exercisable immediately from the date of issuance and expire 5 years from the date of issuance.

On September 15, 2025, the Reporting Person entered into an amended and restated securities purchase agreement with the Issuer pursuant to which the Reporting Person purchased 23,233 pre-funded warrants ("Pre-Funded Warrants") at a purchase price of $19.369 per Pre-Funded Warrant. The Reporting Person was also issued common stock warrants to purchase up to 109,329 shares of the Issuer's Common Stock.

The Common Warrants have an initial exercise price of $1.715 and is exercisable immediately from the date of issuance and expire 5 years from the date of issuance.

On September 15, 2025, the Reporting Person entered into an amended and restated securities purchase agreement with the Issuer pursuant to which the Reporting Person purchased 2,582 pre-funded warrants ("Pre-Funded Warrants") at a purchase price of $19.369 per Pre-Funded Warrant. The Reporting Person was also issued common stock warrants to purchase up to 12,150 shares of the Issuer's Common Stock.

The Common Warrants have an initial exercise price of $1.715 and is exercisable immediately from the date of issuance and expire 5 years from the date of issuance.

On September 15, 2025, the Reporting Person entered into an amended and restated securities purchase agreement with the Issuer pursuant to which the Reporting Person purchased 517 pre-funded warrants ("Pre-Funded Warrants") at a purchase price of $19.369 per Pre-Funded Warrant. The Reporting Person was also issued common stock warrants to purchase up to 2,433 shares of the Issuer's Common Stock.

The Pre-Funded Warrants are exercisable immediately from the date of issuance and expire when exercised in full. Each Pre-Funded Warrant is exercisable for 1 share of the Company's Series A Convertible Preferred Stock, which may be converted into shares of Common Stock at an initial conversion price of $2.058 as subject to adjustments.

Represents a maximum grant of RSUs pursuant to the Issuer's Plan on the Grant Date, contingent on the achievement of target performance goals approved by the Issuer's Compensation Committee. Each RSU represents a contingent right to receive, upon vesting of the RSU, one share of the Issuer's common stock. The RSUs are scheduled to cliff-vest on the third anniversary of July 1, 2025.

Represents a grant of restricted stock units ("RSUs") pursuant to the Issuer's 2021 Equity Incentive Plan (the "Plan") on August 1, 2025 (the "Grant Date"). Each RSU represents a contingent right to receive, upon vesting of the RSU, one share of the Issuer's common stock. The RSUs are scheduled to vest annually over 3 years, with the first vest date on July 1, 2026, subject to the Reporting Person's continued employment or service through each vest date.

Pursuant to the Issuer's 2021 Equity Incentive Plan (the "2021 Plan"), on August 1, 2025 (the "Grant Date"), the Reporting Person was granted 56,100 incentive stock options (the "Options") at an exercise price of $1.88, which is based on the Issuer's 10-day volume weighted average price on the Grant Date. The Options will vest annually over three years from the Grant Date.

Pursuant to the Issuer's 2021 Equity Incentive Plan (the "2021 Plan"), on August 1, 2025 (the "Grant Date"), the Reporting Person was granted 84,150 incentive stock options (the "Options") at an exercise price of $1.88, which is based on the Issuer's 10-day volume weighted average price on the Grant Date. The Options will vest annually over three years from the Grant Date.

On May 28, 2025, the reporting person was granted restricted stock units ("RSUs"), which vested on May 28, 2026. Upon vesting, each RSU converted into one share of the Issuer's common stock.

Due to an administrative error, this grant was not previously reported.

On May 28, 2025, the reporting person was granted restricted stock units ("RSUs"), which vested on May 28, 2026. Upon vesting, each RSU converted into one share of the Issuer's common stock.

Due to an administrative error, this grant was not previously reported.

On May 28, 2025, the reporting person was granted restricted stock units ("RSUs"), which vested on May 28, 2026. Upon vesting, each RSU converted into one share of the Issuer's common stock.

Due to an administrative error, this grant was not previously reported.

On May 28, 2025, the reporting person was granted restricted stock units ("RSUs"), which vested on May 28, 2026. Upon vesting, each RSU converted into one share of the Issuer's common stock.

Due to an administrative error, this grant was not previously reported.

This award was granted on April 18, 2024. 17,057 RSUs vested on April 18, 2025.

Represents the number of common stock issued upon the vesting of 17,057 restricted stock units ("RSUs"), which converted into the Issuer's common stock on a one-for-one basis.

This award was granted on April 18, 2024. 17,057 RSUs vested on April 18, 2025.

Represents the number of common stock issued upon the vesting of 17,057 restricted stock units ("RSUs"), which converted into the Issuer's common stock on a one-for-one basis.

Represents the number of common stock issued upon the vesting of 17,057 restricted stock units ("RSUs"), which converted into the Issuer's common stock on a one-for-one basis.

This award was granted on April 18, 2024. 17,057 RSUs vested on April 18, 2025.

Represents the number of common stock issued upon the vesting of 17,057 restricted stock units ("RSUs"), which converted into the Issuer's common stock on a one-for-one basis.

Represents the number of common stock issued upon the vesting of 17,057 restricted stock units ("RSUs"), which converted into the Issuer's common stock on a one-for-one basis.

Represents the number of common stock issued upon the vesting of 17,057 restricted stock units ("RSUs"), which converted into the Issuer's common stock on a one-for-one basis.

Consists of 56,311 shares of common stock directly held by the Reporting Person and 4,148,680 indirectly held by Esenjay Investments, LLC, a Delaware limited liability company ("Esenjay"). The Reporting Person is the sole director and beneficial owner of Esenjay.

This award was granted on April 18, 2024. 17,057 RSUs vested on April 18, 2025.

Represents the number of common stock issued upon the vesting of 17,057 restricted stock units ("RSUs"), which converted into the Issuer's common stock on a one-for-one basis.

Represents the number of common stock issued upon the vesting of 17,057 restricted stock units ("RSUs"), which converted into the Issuer's common stock on a one-for-one basis.

Represents a one-time grant of restricted stock units ("RSUs") pursuant to the Issuer's 2014 Equity Incentive Plan (the "2014 Plan") on November 5, 2020, subject to the Reporting Person's continued employment with the Issuer at the time of vesting. Each RSU represents a contingent right to receive, upon vesting of the RSU, one share of the Issuer's common stock. The RSUs fully vested on October 26, 2024, 2024, and were issued and settled on April 1, 2025.

Represents shares purchased by the Reporting Person pursuant to the 2023 ESPP, for the offering period of 10/1/2024 through 3/31/2025. In accordance with the 2023 ESPP, these shares were purchased in a transaction exempt under Rule 16b-3(c) at $1.46, which is equal to 85% of the closing price, or $1.72, of the Issuer's Common Stock on the offering date, pursuant to the provisions of the 2023 ESPP. These shares were issued and settled on April 1, 2025.

Represents a grant of restricted stock units ("RSUs") subject to the conditions of the Restricted Stock Unit Award Agreement pursuant to the Issuer's 2014 Equity Incentive Plan (the "Original Grant") on October 27, 2021. Each RSU represents a contingent right to receive, upon vesting of the RSU, one share of the Issuer's common stock. 1/3 of the Original Grant vested on October 27, 2022, a subsequent 1/3 of the Original Grant vested on October 27, 2023, and the remaining 1/3 of the Original Grant vested on October 27, 2024, and were issued and settled on April 1, 2025.

Represents a grant of RSUs subject to the conditions of the Restricted Stock Unit Award Agreement pursuant to the Issuer's 2014 Plan on October 27, 2021 (the "Original Grant"). Each RSU represents a contingent right to receive, upon vesting of the RSU, one share of the Issuer's common stock. 1/3 of the Original Grant vested on October 27, 2022, a subsequent 1/3 of the Original Grant vested on October 27, 2023, and the remaining 1/3 of the Original Grant vested on October 27, 2024, and were issued and settled on April 1, 2025.

Represents shares purchased by the Reporting Person pursuant to the Flux Power Holdings, Inc. 2023 Employee Stock Purchase Plan (the "2023 ESPP"), for the offering period of 4/1/2024 through 9/30/2024. In accordance with the 2023 ESPP, these shares were purchased in a transaction exempt under Rule 16b-3(c) at $2.58, which is equal to 85% of the closing price, or $3.04, of the Issuer's Common Stock on the offering date, pursuant to the provisions of the 2023 ESPP. These shares were issued and settled on April 1, 2025.

The price reported in Column 4 is a weighted average price. These shares were sold in the open market in multiple transactions, at prices ranging from $1.61 to $1.705, inclusive. Upon request by the Securities and Exchange Commission staff, the Issuer, or a security holder of the Issuer, the Reporting Person will provide full information regarding the number of shares sold at each separate transaction.

The sale reported on this Form 4 represents shares sold by the Reporting Person to cover tax withholding obligations in connection with the vesting and settlement of the RSUs. The sale is made to satisfy tax withholding obligations to be funded by a "sell to cover" transaction and does not represent a discretionary transaction by the Reporting Person.

Represents a grant of restricted stock units ("RSUs") subject to the conditions of the Restricted Stock Unit Award Agreement pursuant to the Issuer's 2014 Equity Incentive Plan (the "Original Grant") on October 27, 2021. Each RSU represents a contingent right to receive, upon vesting of the RSU, one share of the Issuer's common stock. 1/3 of the Original Grant vested on October 27, 2022, a subsequent 1/3 of the Original Grant vested on October 27, 2023, and the remaining 1/3 of the Original Grant vested on October 27, 2024, and were issued and settled on April 1, 2025.

Represents a one-time grant of restricted stock units ("RSUs") pursuant to the Issuer's 2014 Equity Incentive Plan (the "2014 Plan") on November 5, 2020, subject to the Reporting Person's continued employment with the Issuer at the time of vesting. Each RSU represents a contingent right to receive, upon vesting of the RSU, one share of the Issuer's common stock. The RSUs fully vested on October 26, 2024, 2024, and were issued and settled on April 1, 2025.

The price reported in Column 4 is a weighted average price. These shares were sold in the open market in multiple transactions, at prices ranging from $1.61 to $1.72, inclusive. Upon request by the Securities and Exchange Commission staff, the Issuer, or a security holder of the Issuer, the Reporting Person will provide full information regarding the number of shares sold at each separate transaction.

The sale reported on this Form 4 represents shares sold by the Reporting Person to cover tax withholding obligations in connection with the vesting and settlement of the RSUs. The sale is made to satisfy tax withholding obligations to be funded by a "sell to cover" transaction and does not represent a discretionary transaction by the Reporting Person.

Represents shares purchased by the Reporting Person pursuant to the Flux Power Holdings, Inc. 2023 Employee Stock Purchase Plan (the "2023 ESPP"), for the offering period of 4/1/2024 through 9/30/2024. In accordance with the 2023 ESPP, these shares were purchased in a transaction exempt under Rule 16b-3(c) at $2.58, which is equal to 85% of the closing price, or $3.04, of the Issuer's Common Stock on the offering date, pursuant to the provisions of the 2023 ESPP. These shares were issued and settled on April 1, 2025.

Represents shares purchased by the Reporting Person pursuant to the 2023 ESPP, for the offering period of 10/1/2024 through 3/31/2025. In accordance with the 2023 ESPP, these shares were purchased in a transaction exempt under Rule 16b-3(c) at $1.46, which is equal to 85% of the closing price, or $1.72, of the Issuer's Common Stock on the offering date, pursuant to the provisions of the 2023 ESPP. These shares were issued and settled on April 1, 2025.