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Swarmer Enters Into Definitive Agreement to Acquire Ratel Robotics, a Leading Ukrainian Unmanned Ground Vehicle Manufacturer, for Up to $224 Million

Swarmer moves to add a leading Ukrainian UGV supplier with $86 million in 2026 contracts and strong domestic defense share.

(Neutral)

Swarmer (SWMR) agreed to acquire Ukrainian unmanned ground vehicle maker Ratel Robotics for up to $224 million.

The consideration is a mix of cash and stock, contingent on Ratel meeting earnout milestones, and closing is subject to customary legal, regulatory and shareholder approvals. Ratel has secured contracts totaling $86 million so far this year and is in contract discussions with multiple NATO nations under the “Build With Ukraine” initiative. Its modular UGVs are used for battlefield logistics, casualty evacuation, reconnaissance, drone launching and demining, and it is also developing UAVs, mobile workshops and solar trailers.

Ratel employs more than 300 people who are expected to join Swarmer, bringing the combined workforce to nearly 500. From 1 January to 18 April 2026, Ratel’s products represented about 37% of the Ukrainian defense ministry’s UGV procurement spend of 11 billion UAH ($246.85 million).

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Positive

  • Acquisition size up to $224 million in cash and stock, contingent on earnout milestones
  • $86 million of Ratel Robotics contracts secured so far in 2026
  • Ratel products represent about 37% of 11 billion UAH UGV procurement by Ukraine’s defense ministry Jan 1–Apr 18, 2026
  • Combined workforce expected to reach nearly 500 employees after more than 300 Ratel staff join Swarmer

Negative

  • None.

Market Context

SWMR was up 10.91% with 2.03x relative volume before publication; the acquisition announcement follo...
Analysis

SWMR was up 10.91% with 2.03x relative volume before publication; the acquisition announcement followed elevated pre-headline trading, while no peer momentum data was available to establish a sector comparison.

Key Figures

Acquisition consideration: Up to $224 million Ratel contracts: $86 million Employees joining: More than 300 employees +2 more
Acquisition consideration
Up to $224 million
Cash and stock, subject to earnout milestones
Ratel contracts
$86 million
Contracts secured during 2026
Employees joining
More than 300 employees
Expected to join Swarmer upon closing
Pro forma employees
Nearly 500 employees
Entire pro forma company after closing
Ukrainian UGV procurement share
37%
Share of 11 billion UAH ($246.85 million) in procurement contracts from Jan. 1 to April 18, 2026

Key Terms

earnout milestones, unmanned ground vehicles (UGV), unmanned aerial vehicles (UAV), pro forma
4 terms
earnout milestones financial
"if all earnout milestones are met"
Earnout milestones are specific, pre-agreed targets or events written into a purchase agreement that, when met after a deal closes, trigger additional payments from the buyer to the seller. They matter to investors because they move part of the deal price into the future based on performance—like tying part of a sale to hitting sales, profit, regulatory approvals, or product launches—so they affect expected future cash flows, risk allocation between buyer and seller, and how post-deal results are interpreted.
unmanned ground vehicles (UGV) technical
"manufacturer of unmanned ground vehicles (UGV) in Ukraine"
Unmanned ground vehicles (UGVs) are wheeled, tracked, or legged machines that operate on land without an onboard human driver, using remote control, autonomous software, or a mix of both. Think of them as self‑driving robots for tasks on the ground—transporting cargo, inspecting infrastructure, or performing security or military roles—which matters to investors because UGVs can create new revenue streams, change cost structures, and face regulatory, safety and procurement hurdles that affect company valuations and market opportunity.
unmanned aerial vehicles (UAV) technical
"developing two unmanned aerial vehicles (UAV) variants"
Unmanned aerial vehicles (UAVs), commonly called drones, are aircraft that fly without a pilot on board and are controlled remotely or operate autonomously using onboard computers. Think of them as flying robots used for tasks like taking photos, delivering packages, surveying land, or carrying sensors. They matter to investors because their sales, regulation, and new uses can affect company revenues, costs, and risk exposures across industries such as logistics, agriculture, defense, and technology.
pro forma financial
"bringing the entire pro forma company’s size to nearly 500 employees"
Pro forma refers to financial information that is prepared based on estimates or adjustments to show what a company's results might look like under certain scenarios, such as new projects or acquisitions. It helps investors understand the potential impact of future events by providing a clear, hypothetical view of financial performance, much like a weather forecast shows possible future conditions.

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

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Swarmer’s first major acquisition under board chairman Erik Prince expands company’s platform with Ratel’s entire catalogue of combat-proven UGVs

AUSTIN, Texas, Sept. 10, 2026 (GLOBE NEWSWIRE) -- Swarmer, Inc (“Swarmer”) (NASDAQ: SWMR), a drone autonomy platform company which has supported more than 100,000 real-world combat missions in Ukraine since April 2024, today announced it has entered into a definitive agreement to acquire Ratel Robotics (Ratel), a leading manufacturer of unmanned ground vehicles (UGV) in Ukraine. The consideration for the acquisition includes a mix of cash and stock worth up to $224 million if all earnout milestones are met. Closing remains subject to customary conditions and any required legal, regulatory and shareholder approvals.

This year, Ratel Robotics has secured contracts totaling $86 million and is in contract discussions with multiple NATO nations under the “Build With Ukraine” initiative. Its portfolio includes several modular UGVs that are currently being used for battlefield logistics, casualty evacuations, reconnaissance, drone launching and demining. The company is also developing two unmanned aerial vehicles (UAV) variants, mobile workshops and solar-powered trailers.

“Ratel is a major provider of UGVs for Ukraine," said Alex Fink, President and U.S. CEO of Swarmer. “We believe that UGVs can act as a universal launch-platform for UAVs, interceptors and other unmanned autonomous assets. Combining a battle-tested launch platform with our combat-proven autonomy software is the key to creating versatile, interoperable solutions. We are excited to have Taras Ostapchuk and his team at Ratel Robotics be the first to join Swarmer and grow our business in Ukraine and beyond.”

Ratel Robotics has more than 300 employees who are expected to join Swarmer upon closing, bringing the entire pro forma company’s size to nearly 500 employees. Ostapchuk will continue in his role as founder and CEO of Ratel Robotics and will report directly to Fink.

“Having served in the armed forces of Ukraine, I understand firsthand the risks soldiers face on the battlefield,” Ostapchuk said. “That experience inspired me to create robotic systems capable of taking on the most dangerous missions and protecting human lives. Together with Swarmer, we plan to combine ground capabilities and aerial capabilities with increasing levels of autonomy. This is the next stage in the evolution of modern warfare – putting fewer people in harm’s way and having more unmanned assets take on the risk.”

Ratel Robotics’ products account for approximately 37% of the entire 11 billion UAH ($246.85 million) spent by the Ukrainian Ministry of Defense Procurement Agency on UGV procurement contracts from Jan. 1 to April 18, 2026.

“In my recent letter to shareholders, I stated our objective to build a platform company for products that have been tested on the battlefield and proven effective under the most demanding operational conditions,” said Erik Prince, Swarmer’s chairman of the board. “Ratel precisely fits that mission. I believe Swarmer can accelerate its capabilities, scale its reach and integrate it with other proven technologies. Our objective is straightforward: assemble the best systems that have been forged in combat into one decisive, integrated solution.”

About Ratel Robotics

Ratel Robotics is a top manufacturer of unmanned systems in Ukraine that has been developing versatile solutions to support Ukrainian Defense Forces on the battlefield since 2023. Ratel Robotics’ unmanned ground vehicles (UGVs) perform logistics, evacuation, engineering, demining, strike and drone launch missions in the most challenging areas of the frontline, reducing risks to military personnel and saving lives.

Today, Ratel Robotics is actively expanding its aerial systems, advancing autonomy solutions and developing an integrated ecosystem of unmanned technologies designed to further strengthen Ukraine’s defense capabilities. Every serial Ratel H and Ratel M model produced by Ratel Robotics carries a NATO stock number under the NCAGE code A3X8J as well as an AQAP 2110 certificate, the NATO standard for quality assurance throughout design, development and production. For more information, visit: https://robots.com.ua/en/.

About Swarmer

Swarmer™ (Nasdaq: SWMR) is a defense technology company that specializes in vendor-agnostic software which allows one operator to intuitively control hundreds of autonomous platforms in real time. Swarmer’s primary mission areas include autonomous swarm coordination, integration of multi-domain unmanned systems and AI-powered autonomy software for distributed operations. Swarmer is not a drone manufacturer and does not depend on any single platform, supplier or hardware lifecycle. Instead, Swarmer operates at the intelligence layer, developing autonomy, coordination and decision-making software that enables large numbers of low-cost unmanned systems to operate collectively as one coherent, resilient force. Swarmer’s technology has been rigorously validated in real-world kinetic environments and was first deployed in combat operations in Ukraine in April 2024. Since then, it has completed more than 100,000 combat missions, generating terabytes of proprietary data that informs its machine-learning models and enables the replication of advanced pilot performance at scale. Swarmer’s routine use in combat missions generates continuous streams of telemetry, sensor data and operational feedback which are then used to refine performance, increase resilience and accelerate learning. Swarmer has headquarters in Austin, Texas, and maintains operations and teams in Ukraine, Poland and Estonia. For more information, visit www.swarmer.com.

Forward-Looking Statements:

This press release contains forward-looking statements within the meaning of the federal securities laws, including statements concerning the proposed acquisition of Ratel Robotics; the anticipated timing, terms, consideration and completion of the proposed acquisition; the satisfaction of closing conditions; the achievement of performance or delivery milestones; the expected integration of Ratel Robotics’ personnel, operations, technology and products; projected revenue, production capacity and customer demand; and the anticipated operational, commercial and strategic benefits of the proposed acquisition. Forward-looking statements may be identified by words such as “anticipate,” “believe,” “could,” “estimate,” “expect,” “intend,” “may,” “plan,” “potential,” “project,” “should,” “will,” “would” and similar expressions.

These statements are based on current expectations and assumptions and are subject to risks and uncertainties that could cause actual results to differ materially. These risks include the possibility that the proposed acquisition may be delayed, modified or terminated; closing conditions may not be satisfied; required approvals or financing may not be obtained; performance or delivery milestones may not be achieved; projected revenue, production or demand may not materialize; integration may require more time or expense than anticipated; expected benefits may not be realized; key personnel, customers or suppliers may not be retained; and Swarmer may assume unforeseen liabilities. Additional risks include cybersecurity, safety, testing, validation and field-performance risks; reliance on government customers and procurement processes; operations in active conflict zones, including Ukraine; geopolitical developments; sanctions, export-control and defense-trade-control requirements; supply-chain constraints; competition; and other risks described in Swarmer’s filings with the Securities and Exchange Commission.

Forward-looking statements speak only as of the date of this press release. Swarmer undertakes no obligation to update or revise any forward-looking statement, whether because of new information, future events or otherwise, except as required by applicable law.

Additional risks and uncertainties are described in Swarmer’s filings with the Securities and Exchange Commission, including under the caption “Risk Factors” in Swarmer’s registration statement and other filings filed with or furnished to the SEC.

Investor Contact (Swarmer): swmr@gateway-grp.com  

Media Contact (Swarmer): media@getswarmer.tech  


FAQ

What conditions must be satisfied before Swarmer’s acquisition of Ratel Robotics can close?

Closing of the Ratel Robotics acquisition remains subject to customary conditions as well as any required legal, regulatory and shareholder approvals.

How is the up to $224 million consideration for Ratel Robotics structured?

The consideration consists of a mix of cash and stock with a total potential value of up to $224 million, which would be reached only if all agreed earnout milestones are met.

What types of products does Ratel Robotics contribute to Swarmer’s platform?

Ratel Robotics provides several modular unmanned ground vehicles used for battlefield logistics, casualty evacuations, reconnaissance, drone launching and demining, and is also developing two unmanned aerial vehicle variants, mobile workshops and solar-powered trailers.

How will Ratel Robotics’ leadership be integrated into Swarmer after the acquisition?

Founder and CEO Taras Ostapchuk is expected to remain in his role at Ratel Robotics and will report directly to Alex Fink, Swarmer’s President and U.S. CEO.

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