Flux Power Holdings, Inc. — Director's Dealing 2025

Apr 3, 2025

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Flux Power Holdings, Inc. (FLUX)
CIK: 0001083743
Period of Report: 2025-04-01

Reporting Person: Mason Jeffrey Curtis (Vice President of Operations)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2025-04-01	Common Stock	A	1500	$2.58	Acquired	5052	Direct
2025-04-01	Common Stock	A	1500	$1.46	Acquired	6552	Direct
2025-04-01	Common Stock	M	1280	—	Acquired	7832	Direct
2025-04-01	Common Stock	S	568	$1.6659	Disposed	7264	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2025-04-01	Restricted Stock Units	$	M	1280	Disposed		Common Stock (1280)	Direct

Footnotes

F1: 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.

F2: 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.

F3: 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.

F4: 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.

F5: 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.