Flux Power Holdings, Inc.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

(Rule 14a-101)

INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934 (Amendment No.)

Check the appropriate box:

FLUX POWER HOLDINGS, INC.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check all boxes that apply):

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To the Stockholders of Flux Power Holdings, Inc.:

It is my pleasure to invite you to attend the 2026 Annual Meeting of Stockholders (the “Annual Meeting”) of Flux Power Holdings, Inc., to be held on Thursday, March 26, 2026 at 10:00 a.m. (Pacific Daylight Time).The Annual Meeting will be completely virtual. You may attend the virtual meeting, submit questions, and vote your shares electronically during the Annual Meeting via live webcast by registering at www.virtualshareholdermeeting.com/FLUX2026 in advance of the Annual Meeting. Upon completing your registration, you will receive further instructions via email, including a unique link that will allow you access to the Annual Meeting and to vote and submit questions during the Annual Meeting.

Details regarding the business to be conducted at the Annual Meeting are more fully described in the accompanying Notice of Annual Meeting of Stockholders and Proxy Statement.

We are pleased to take advantage of the Securities and Exchange Commission rules that allow companies to furnish proxy materials to their stockholders on the Internet. On or around February 10, 2026, we expect to mail to our stockholders a Notice Regarding Internet Availability of Proxy Materials (the “Notice”) containing instructions on how to access our proxy statement for our 2026 Annual Meeting of Stockholders (the “Proxy Statement”) and our Annual Report for the fiscal year ended June 30, 2025, as amended. The notice also provides instructions on how to vote online or by telephone, how to access the virtual Annual Meeting, and how to receive a paper copy of the proxy materials by mail.

Whether or not you plan to virtually attend the meeting, your vote is very important and we encourage you to vote promptly. You may vote by proxy over the internet or by telephone, or, if you received paper copies of the proxy materials by mail, you can also vote by mail by following the instructions on your proxy card. If you virtually attend the meeting you will have the right to revoke your proxy and vote electronically during the meeting via the live webcast. If you hold your shares through an account with a brokerage firm, bank or other nominee, please follow the instructions you receive from your brokerage firm, bank or other nominee to vote your shares.

On behalf of your Board of Directors, thank you for your continued support and interest.

Sincerely,

/s/ Krishna Vanka

Krishna Vanka

Chief Executive Officer

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NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

To Be Held On March 26, 2026

To the Stockholders of Flux Power Holdings, Inc.:

You are cordially invited to attend the 2026 Annual Meeting of Stockholders (the “Annual Meeting” or the “2026 Annual Meeting”) of Flux Power Holdings, Inc., a Nevada corporation. The meeting will be held on Thursday,March 26, 2026, at 10:00 a.m. (Pacific Daylight Time).The Annual Meeting will be completely virtual. You may attend the meeting, submit questions, and vote your shares electronically during the meeting via live webcast by registering at www.virtualshareholdermeeting.com/FLUX2026 in advance of the Annual Meeting. Upon completing your registration, you will receive further instructions via email, including a unique link that will allow you access to the Annual Meeting and to vote and submit questions during the Annual Meeting. At the Annual Meeting our stockholders will be asked:

These items of business are more fully described in the Proxy Statement accompanying this Notice.

The record date for the Annual Meeting is February 2, 2026. Only stockholders of record at the close of business on that date may vote at the Annual Meeting or any adjournment thereof. A list of stockholders entitled to vote at the meeting will be accessible for ten days prior to the meeting at our principal place of business at 2685 S. Melrose Drive, Vista, CA 92081, between the hours of 9:00 a.m. and 5:00 p.m. (Pacific Daylight Time).

Regardless of the number of shares you own, your VOTE is very important. Therefore, even if you presently plan to virtually attend the 2026 Annual Meeting, please vote or submit your proxy by following the instructions in the Notice Regarding Internet Availability of Proxy Materials that you previously received as soon as possible so that your shares can be voted at the 2026 Annual Meeting in accordance with your instructions. Telephone and internet voting are available. For specific instructions on voting, please refer to the instructions in the Notice Regarding Internet Availability of Proxy Materials or the proxy card (if you requested and received a printed copy of the proxy materials). If you do virtually attend the 2026 Annual Meeting and wish to vote electronically, you may withdraw your proxy at that time.

Please read the attached Proxy Statement, as it contains important information you need to know to vote at the 2026 Annual Meeting.

By Order of our Board of Directors

/s/ Krishna Vanka

Krishna Vanka

Chief Executive Officer and President

You are cordially invited to attend the virtual meeting. Whether or not you expect to attend the virtual meeting, please vote as soon as possible. We encourage you to vote via the Internet. For further details, see “Questions and Answers about This Proxy Material and Voting.”

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FOR THE 2026 ANNUAL MEETING OF STOCKHOLDERS

TO BE HELD ON MARCH 26, 2026

This proxy statement and proxy card are furnished in connection with the solicitation of proxies by our Board of Directors to be voted at the 2026 Annual Meeting of Stockholders (the “Annual Meeting” or the “2026 Annual Meeting”) of Flux Power Holdings, Inc. (sometimes referred to as “we,” “us,” the “Company” or “Flux”), which will be held virtually on Thursday, March 26, 2026, at 10:00 a.m. (Pacific Daylight Time) via live webcast. To attend the Annual Meeting, stockholders of record must register atwww.virtualshareholdermeeting.com/FLUX2026 in advance of the Annual Meeting. Upon completing your registration, you will receive further instructions via email, including a unique link that will allow you access to the Annual Meeting and to vote and submit questions during the Annual Meeting.

IMPORTANT NOTICE REGARDING INTERNET AVAILABILITY OF PROXY MATERIALS

We are making this proxy statement and our annual report available to stockholders primarily via the Internet, instead of mailing printed copies of those materials to each stockholder. This proxy statement, the Notice of Annual Meeting of Stockholders, our form of proxy card and our Annual Report on Form 10-K for the fiscal year ended June 30, 2025 (as amended, the “2025 Annual Report”) are available for viewing, printing and downloading atwww.proxyvote.com. On or around February 10, 2026, we intend to mail to our stockholders the Notice Regarding Internet Availability of Proxy Materials (the “Notice”) containing instructions on how to access and review this proxy statement and our 2025 Annual Report for the fiscal year ended June 30, 2025. The Notice also includes instructions on how you may submit your proxy over the Internet or via telephone and how to vote online at the Annual Meeting. If you received a Notice and would like to receive a printed copy of our proxy materials, you should follow the instructions for requesting those materials included in the Notice.

Additionally, you can find a copy of our 2025 Annual Report for the fiscal year ended June 30, 2025, which includes our financial statements for the fiscal year ended June 30, 2025, on the website of the Securities and Exchange Commission (“SEC”), atwww.sec.gov, or in the SEC Filings section of our website located atwww.ir.fluxpower.com/corporate-governance. You may also obtain a printed copy of our 2025 Annual Report, including our financial statements, free of charge, from us by sending a written request to Attention: Corporate Secretary, Flux Power Holdings, Inc., 2685 S. Melrose Drive, Vista, CA 92081. Exhibits will be provided upon written request and payment of an appropriate processing fee.

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