Flux Power Holdings Inc. American Stock Offering Prospectus (Version as of 2026-02-12)

This prospectus supplement supplements the prospectus, dated November 10, 2025 (the “Prospectus”), which forms a part of ourregistration statement on Form S-1 (File No. 333-290974). This prospectus supplement is being filed to update and supplement theinformation in the Prospectus with certain information contained in our Quarterly Report on Form 10-Q filed with the Securities and The Prospectus and this prospectus supplement relate to the proposed offer and resale or other disposition from time to time by theselling stockholders identified in the Prospectus of up to an aggregate of 3,644,289 shares of common stock, par value $0.001 per Our shares of Common Stock are listed on The Nasdaq Capital Market under the symbol “FLUX.” On February 11, 2026, the lastreported sale price of our Common Stock on The Nasdaq Capital Market was $1.41 per share. This prospectus supplement should be read in conjunction with the Prospectus, including any amendments or supplements thereto,which is to be delivered with this prospectus supplement. This prospectus supplement is qualified by reference to the Prospectus,including any amendments or supplements thereto, except to the extent that the information in this prospectus supplement updates and This prospectus supplement is not complete without, and may not be delivered or utilized except in connection with, the Prospectus,including any amendments or supplements thereto. Investing in our Common Stock involves a high degree of risk. You should review carefully the risks and uncertaintiesdescribed in the section entitled “Risk Factors” beginning on page 11 of the Prospectus and under similar headings in any Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of thesesecurities or passed upon the accuracy or adequacy of this prospectus supplement or the Prospectus. Any representation to thecontrary is a criminal offense. The date of this prospectus supplement is February 12, 2026. UNITED STATESSECURITIES AND EXCHANGE COMMISSION FORM 10-Q If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period forcomplying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).Yes☐No☒ FORM 10-QFor the Quarterly Period Ended December 31, 2025 Table of Contents PART I - Financial Information Table of Contents SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS This report contains forward-looking statements. The forward-looking statements are contained principally in the sectionsentitled “Description of Business,” “Risk Factors,” and “Management’s Discussion and Analysis of Financial Condition and Results ofOperations.” These statements involve known and unknown risks, uncertainties and other factors which may cause our actual results,performance or achievements to be materially different from any future results, performances or achievements expressed or implied bythe forward-looking statements. These risks and uncertainties include, but are not limited to, the factors described in the sectioncaptioned “Risk Factors” below. In some cases, you can identify forward-looking statements by terms such as “anticipates,”“believes,” “could,” “estimates,” “expects,” “intends,” “may,” “plans,” “potential,” “predicts,” “projects,” “should,” “would,” and Given these uncertainties, you should not place undue reliance on these forward-looking statements. These forward-lookingstatements include, among other things, statements relating to: ●our ability to comply with or amend the terms of our agreement with Gibraltar Business Capital, LLC (“GBC”) forour credit facility, which we have relied on historically and currently rely on to meet our anticipated capital resourcesand to fund our operations;●our ability to meet projected revenue targets and generate sufficient cash from operations;●our ability to remediate material weaknesses in our controls and procedures and also those identified in our internalcontrol over financial reporting, or to accurately or timely report our financial condition or results of operations,which may adversely affect our business and stock price;●our ability to continue to meet the continued listing standards of the Nasdaq Stock Market;●our ability to secure sufficient funding to support our current and proposed operations;●our ability to manage our working capital requirements efficiently; Table of Contents ●our ability to compete with larger companies with far greater resources than us; ●our ability to shift to new suppliers and incorporate new components into our products in a manner that is notdisruptive to our business; ●our ability to obtain and maintain UL Listings and OEM approvals for our energy storage solutions; ●our ability to diversify our product offerings and cap