Red Cat Announces Proposed Public Offering of Common Stock

Rhea-AI Summary

Red Cat (Nasdaq: RCAT) plans an underwritten public offering of $200 million in common stock. Underwriters may receive a 30-day option for up to $30 million more. Proceeds are earmarked for general corporate purposes and strategic growth initiatives.

Evercore ISI and BofA Securities are joint lead bookrunners.

Positive

• Planned common stock offering size of $200 million plus $30 million option
• Stated use of proceeds includes strategic growth initiatives and acquisitions
• Additional capital can support research and development and capital expenditures
• Financing flexibility via an automatically effective shelf registration

Negative

• Equity offering will likely dilute existing shareholders by increasing share count
• Offering completion and ultimate size are subject to market conditions
• Use of proceeds is broad, with no project-specific financial returns disclosed

News Market Reaction – RCAT

-14.78%

57 alerts

-14.78% Session close to close

-9.9% Trough in 17 hr 53 min

$1.35B Market Cap

1.0x Rel. Volume

In the May 13 session, RCAT declined 14.78%, reflecting a significant negative market reaction. Argus tracked a trough of -9.9% from its starting point during tracking. Our momentum scanner triggered 57 alerts that day, indicating high trading interest and price volatility.

Data tracked by StockTitan Argus on the day of publication.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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SALT LAKE CITY, May 12, 2026 (GLOBE NEWSWIRE) -- Red Cat Holdings, Inc. (Nasdaq: RCAT) (“Red Cat” or “Company”), a U.S.-based provider of advanced all-domain drone and robotic solutions for defense and national security, announced today that it intends to offer and sell shares of its common stock in an underwritten public offering. Red Cat is offering $200.0 million of shares of its common stock. In connection with the offering, Red Cat expects to grant the underwriters a 30-day option to purchase up to an additional $30.0 million of shares of common stock at the public offering price, less underwriting discounts and commissions. The offering is subject to market and other conditions, and there can be no assurance as to whether or when the offering may be completed, or as to the actual size or terms of the offering.

The Company intends to use net proceeds from the offering for general corporate purposes and continued acceleration of strategic growth initiatives, including, but not limited to, acquisitions or business expansion, research and development, capital expenditures and working capital.

Evercore ISI and BofA Securities are acting as the joint lead bookrunners for the offering.

The shares of common stock being offered by Red Cat pursuant to an automatically effective shelf registration statement that was filed with the Securities and Exchange Commission (the “SEC”) on May 12, 2026. The offering is being made only by means of a prospectus and prospectus supplement that form a part of the registration statement. A preliminary prospectus supplement relating to and describing the terms of the offering will be filed with the SEC and will be available on the SEC’s website at www.sec.gov. Copies of the preliminary prospectus supplement and the accompanying prospectus can be obtained, when available, from Evercore Group L.L.C., 55 East 52nd Street, New York, New York 10055, by telephone at (888) 474-0200, or by email at ecm.prospectus@evercore.com or BofA Securities, Attention: Prospectus Department, NC1-022-02-25, 201 North Tryon Street, Charlotte, North Carolina 28255-0001, or by e-mail at dg.prospectus_requests@bofa.com. The final terms of the offering will be disclosed in a final prospectus supplement to be filed with the SEC.

This press release does not constitute an offer to sell, or the solicitation of an offer to buy, these securities, nor will there be any sale of these securities in any state or other jurisdiction in which such offer, solicitation or sale is not permitted.

About Red Cat Holdings, Inc.

Red Cat (Nasdaq: RCAT) is a U.S.-based provider of advanced all-domain drone and robotic solutions for defense and national security. Through its wholly owned subsidiaries, Teal Drones and FlightWave Aerospace, Red Cat develops American-made hardware and software that support military, government, and public safety operations across air, land, and sea. Its Family of Systems, led by Black Widow™, delivers unmatched tactical capabilities in small, unmanned aircraft systems (sUAS). Expanding into the maritime domain through Blue Ops, Inc., Red Cat is also innovating in uncrewed surface vessels (USVs), delivering integrated platforms designed to enhance safety and multi-domain mission effectiveness.

Safe Harbor Forward-Looking Statements

This press release contains "forward-looking statements" that are subject to substantial risks and uncertainties. All statements, other than statements of historical fact, contained in this press release are forward-looking statements. Forward-looking statements contained in this press release may be identified by the use of words such as "anticipate," "believe," "contemplate," "could," "estimate," "expect," "intend," "seek," "may," "might," "plan," "potential," "predict," "project," "target," "aim," "should," "will," "would," or the negative of these words or other similar expressions, although not all forward-looking statements contain these words. Such statements include, but are not limited to, statements relating to the expected timing and size of the offering, the grant by Red Cat to the underwriters of an option to purchase additional shares (or exercise by the underwriters, if applicable), and Red Cat’s intended use of proceeds from the offering. Forward-looking statements are based on Red Cat Holdings, Inc.'s current expectations and are subject to inherent uncertainties, risks and assumptions that are difficult to predict. Further, certain forward-looking statements are based on assumptions as to future events that may not prove to be accurate. These and other risks and uncertainties are described more fully in the section titled "Risk Factors" in the Form 10-K filed with the SEC on March 19, 2026 and the Form 10-Q filed with the SEC on May 7, 2026, Red Cat’s preliminary prospectus supplement to be filed with the SEC and the other filings that Red Cat makes with the SEC. Forward-looking statements contained in this announcement are made as of this date, and Red Cat undertakes no duty to update such information except as required under applicable law.

Contact:

INVESTORS:
Ankit Hira
Solebury Strategic Communications for Red Cat Holdings, Inc.
E-mail: RCAT@soleburystrat.com

NEWS MEDIA:
Peter Moran
Phone: (347) 880-2895
Email: peter@indicatemedia.com

FAQ

What did Red Cat (NASDAQ: RCAT) announce on May 12, 2026 about a stock offering?

Red Cat announced a proposed underwritten public offering of $200 million in common stock. According to Red Cat, the deal also includes a potential 30-day option for underwriters to buy up to $30 million in additional shares.

How large is the proposed Red Cat (RCAT) public offering and overall potential size?

Red Cat plans to offer $200 million of common stock. According to Red Cat, underwriters may receive a 30-day option to purchase up to an additional $30 million of shares, potentially bringing the total offering size to $230 million.

How will Red Cat use the proceeds from the RCAT common stock offering?

Red Cat plans to use net proceeds for general corporate purposes and strategic growth. According to Red Cat, this may include acquisitions or business expansion, research and development, capital expenditures, and working capital to support its defense and national security solutions.

Who are the underwriters for the Red Cat (RCAT) proposed stock offering?

Evercore ISI and BofA Securities are acting as joint lead bookrunners for the offering. According to Red Cat, investors can request the preliminary prospectus from these firms or access it on the SEC website once filed.

Is the Red Cat (RCAT) stock offering guaranteed to be completed as announced?

No, the offering is subject to market and other conditions and may not be completed. According to Red Cat, there is no assurance about whether or when the offering will close, or its final size and terms.

Where can investors find the Red Cat (RCAT) prospectus for the public offering?

Investors will be able to access the preliminary prospectus supplement on www.sec.gov. According to Red Cat, copies can also be requested from Evercore Group and BofA Securities’ prospectus departments once the documents are available.