Ronald F. Dutt - 01 Apr 2025 Form 4 Insider Report for Flux Power Holdings, Inc. (FLUX)

Footnote 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.

Footnote 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.

Footnote F3

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.

Footnote F4

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.

Footnote F5

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.

Footnote F6

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.