Dragonfly Energy Holdings Corp. (DFLI) CEO logs 623-share tax withholding

Rhea-AI Filing Summary

Dragonfly Energy Holdings Corp. director and CEO, Interim CFO & President Denis Phares reported a tax-related share disposition. On this Form 4, 623 shares of common stock were withheld at $1.99 per share to cover tax obligations, rather than sold in the open market.

Following this tax-withholding event, Phares directly holds 167,551 shares of common stock. He also indirectly holds 13,532 shares through the Phares 2021 GRAT dated July 9, 2021, of which he is a trustee, as disclosed in the footnote.

Insider Trade Summary

2 transactions reported

Mixed 2 txns

Insider Phares Denis

Role CEO, Interim CFO & President

Type	Security	Shares	Price	Value
Tax Withholding	Common Stock	623	$1.99	$1K
holding	Common Stock	--	--	--

Holdings After Transaction: Common Stock — 167,551 shares (Direct); Common Stock — 13,532 shares (Indirect, See Footnote)

Footnotes (1)

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Key Figures

Tax-withheld shares: 623 shares Withholding price: $1.99 per share Direct holdings after transaction: 167,551 shares +1 more

4 metrics

Tax-withheld shares 623 shares Common stock delivered for tax liability on Form 4

Withholding price $1.99 per share Value used for 623-share tax-withholding disposition

Direct holdings after transaction 167,551 shares Common stock directly owned by Denis Phares after tax withholding

Indirect GRAT holdings 13,532 shares Common stock held by the Phares 2021 GRAT dated July 9, 2021

Key Terms

Form 4, tax-withholding disposition, GRAT, grantor retained annuity trust

4 terms

Form 4 regulatory

"On this Form 4, 623 shares of common stock were withheld"

Form 4 is a official document that company insiders, such as executives or major shareholders, file with regulators whenever they buy or sell company shares. It provides transparency about how those with inside knowledge are trading, helping investors see if insiders are confident in the company's prospects or may be selling for personal reasons. This information can influence investor decisions by revealing insiders' perspectives on the company's value.

tax-withholding disposition financial

"623 shares of common stock were withheld ... to cover tax obligations"

A tax-withholding disposition is an event or transaction—such as selling or transferring securities, exercising options, or receiving compensation—that triggers a requirement to hold back part of the payment and remit it to tax authorities. It matters to investors because it reduces the cash they receive immediately and can change the timing and amount of taxable income, like a cashier taking a portion of your sale proceeds to pay taxes before you get the rest.

GRAT financial

"held by the Phares 2021 GRAT dated July 9, 2021"

grantor retained annuity trust financial

"Phares 2021 GRAT dated July 9, 2021, of which the Reporting Person is a trustee"

A grantor retained annuity trust (GRAT) is an estate-planning tool where the person who creates the trust transfers assets into it but receives fixed cash payments (an annuity) from the trust for a set number of years; whatever remains after that term passes to designated beneficiaries. It matters to investors because it can shift future appreciation of assets out of the creator’s taxable estate—like putting an asset into a timed vending machine that pays you fixed amounts while any extra value that grows inside the machine goes to heirs with reduced gift or estate tax consequences.

Form 4 Insider Transactions: What Each Field Means →

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
Estimated average burden
hours per response:			0.5

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^*

Phares Denis

(Last) (First) (Middle)

C/O DRAGONFLY ENERGY HOLDINGS CORP.

12915 OLD VIRGINIA ROAD

(Street)

RENO NEVADA 89521

(City) (State) (Zip)

UNITED STATES

(Country)

2. Issuer Name and Ticker or Trading Symbol
Dragonfly Energy Holdings Corp. [ DFLI ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	CEO, Interim CFO & President

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
04/12/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

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	04/12/2026		F		623	D	$1.99	167,551	D
Common Stock								13,532	I	See Footnote(1)

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. The shares of common stock are held by the Phares 2021 GRAT dated July 9, 2021, of which the Reporting Person is a trustee.

	/s/ Denis Phares	04/14/2026
	** 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.
* Form 4: SEC 1474 (03-26)

FAQ

What insider transaction did Denis Phares report for Dragonfly Energy (DFLI)?

Denis Phares reported a tax-related disposition of 623 Dragonfly Energy common shares. These shares were withheld at $1.99 per share to satisfy tax obligations, rather than sold on the open market, under a Form 4 insider filing.

How many Dragonfly Energy (DFLI) shares does Denis Phares own after this Form 4?

After the reported tax-withholding transaction, Denis Phares directly owns 167,551 Dragonfly Energy common shares. He also indirectly holds 13,532 additional shares through the Phares 2021 GRAT dated July 9, 2021, where he serves as trustee.

Was the Dragonfly Energy (DFLI) Form 4 transaction an open-market sale?

No, the Form 4 shows a tax-withholding disposition coded as “F,” not an open-market sale. The 623 shares of common stock were delivered to cover tax liabilities, a routine administrative event rather than a discretionary market trade.

What does the footnote about the Phares 2021 GRAT mean for Dragonfly Energy (DFLI) shares?

The footnote explains that 13,532 Dragonfly Energy shares are held by the Phares 2021 GRAT, dated July 9, 2021. Denis Phares is a trustee of this grantor retained annuity trust, so these shares are reported as indirectly owned on the Form 4.

What transaction code is used in Denis Phares’ Dragonfly Energy (DFLI) Form 4?

The Form 4 uses transaction code F, described as payment of an exercise price or tax liability by delivering securities. Here it records 623 Dragonfly Energy common shares withheld to satisfy tax obligations, not a purchase or sale on the market.