Swarmer Provides Additional Details on Pending Acquisition of Ratel Robotics

More than 300 Ratel employees are expected to join Swarmer as it plans to add vehicle manufacturing to its software business.

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Anticipated addition of UGV manufacturing expands Swarmer’s portfolio beyond autonomy software sales, as company intends to become a direct seller of end-to-end systems for critical missions around the world

AUSTIN, Texas--(BUSINESS WIRE)-- 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, announced that, as disclosed in its Form 8-K filed with the U.S. Securities and Exchange Commission (“SEC”), shareholders voted on November 2, 2026, to approve the issuance of common stock in connection with the acquisition of Ratel Robotics (“Ratel”), a leading manufacturer of unmanned ground vehicles (“UGVs”) in Ukraine.

The acquisition signals Swarmer’s planned expansion into multi-domain autonomous systems by combining Ratel’s UGV manufacturing capabilities with Swarmer’s combat-proven autonomy software. Ratel’s UGVs are deployed across Ukraine for battlefield logistics, casualty evacuation, reconnaissance and other missions. According to Ratel management, Ratel accounted for approximately 37% of UGV sales to the Ukrainian government in the previous procurement cycle in spring 2026. Ratel is also pursuing additional opportunities with NATO nations under the “Build With Ukraine” initiative.

As reported in Swarmer’s third quarter business update yesterday, Ratel’s preliminary unaudited revenue was $42.1 million for the first nine months of 2026, including $32.5 million in the third quarter and $14.9 million in September. Swarmer’s President and U.S. CEO Alex Fink said Ratel management projects fourth quarter 2026 revenue of $35 million to $40 million, with operating margins of 13% to 17%. As of September 30, 2026, Ratel had approximately $65.1 million in backlog under previously signed government contracts.

Swarmer’s acquisition agreement includes performance-based earnouts tied to Ratel’s future revenue and operating income targets. The revenue targets set in the agreement are $77 million in 2026, $130 million in 2027 and $187 million in 2028, with operating income targets of $8.47 million, $14.3 million and $20.57 million, respectively. An additional bonus payment becomes payable if Ratel reaches a revenue target of $249 million in 2028, along with an operating income target of $27.39 million in 2028.

“We have seen Ratel’s ability to manufacture at full capacity while increasing its capacity from one quarter to the next,” said Fink. “With this acquisition, Swarmer will no longer be a software provider reliant upon drone manufacturers for access to the battlefield. I believe Swarmer will become a direct seller of end-to-end solutions, with a portfolio that could grow to include ground vehicles, quadcopters, interceptors, and air-defense systems that could be deployed across Ukraine and other allied nations.”

More than 300 Ratel employees are expected to join Swarmer, with Taras Ostapchuk, Founder and CEO of Ratel, continuing to lead Ratel’s operations and reporting to Fink after closing. Swarmer expects the acquisition to close in November 2026, subject to the satisfaction of the remaining closing conditions.

“Working together with Swarmer, we plan to combine our proven unmanned ground capabilities with aerial capabilities that have increasing levels of autonomy to handle the most dangerous missions,” Ostapchuk said. “Alex and I both have a vision to save lives, while helping Ukraine and other allied nations confront the enemies of democracy.”

Figures cited about Ratel in this news release were prepared by Ratel’s management, are preliminary, have not been independently verified by Swarmer, have not been reviewed or audited by Swarmer’s independent registered public accounting firm or any other independent accountant, were not prepared in accordance with U.S. generally accepted accounting principles, and may change. Projections, estimates and targets are not guarantees of future performance. The earnout targets presented elsewhere herein were negotiated for purposes of the acquisition agreement and are not projections or guidance of Ratel’s or Swarmer’s future results.

About Swarmer

Swarmer™ 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’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.

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 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/.

Forward-Looking Statements:

This press release contains forward-looking statements within the meaning of the federal securities laws, including statements concerning the acquisition of Ratel Robotics and the expected timing of its closing; the achievement of performance, delivery or earnout milestones; Ratel’s expected fourth quarter 2026 revenue and operating margins; 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 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 acquisition may not close when expected or at all, including because remaining closing conditions are not satisfied; performance, delivery or earnout milestones may not be achieved; projected revenue, operating margins, production or demand may not materialize; Ratel’s preliminary financial information may change upon completion of review or audit; integration may require more time or expense than anticipated; expected benefits of the acquisition may not be realized; key personnel, customers or suppliers may not be retained; and Swarmer may be subject to unforeseen liabilities related to the acquisition. 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; changes in the conflict in Ukraine, including any ceasefire or peace agreement, that reduce demand for Ratel’s or Swarmer’s products; Ratel’s dependence on the Ukrainian government as its principal customer; Ukrainian restrictions on the export of defense products; currency fluctuations; dilution from shares of common stock issued in connection with the acquisition; 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.

View source version on businesswire.com: https://www.businesswire.com/news/home/20261110987087/en/

Investor Contact: swarmer@icrinc.com

Media Relations Contact: media@swarmer.tech

Source: Swarmer, Inc

Key Terms

unmanned ground vehicles technical

Unmanned ground vehicles are land-based machines—ranging from small robots to large tracked or wheeled platforms—that operate without a person on board, either controlled remotely or guided by onboard software. Think of them as self-driving trucks or robot helpers that can do tasks people normally do on the ground, such as deliveries, inspection, or hazard removal. Investors watch them because widespread use can reduce labor costs, open new service markets, change defense and industrial spending, and create revenue and partnership opportunities tied to hardware, software and regulation.

earnouts financial

An earnout is a portion of a purchase price in a company sale that is paid later only if the business meets agreed future targets, like revenue or profit milestones. Think of it as a performance bonus tied to the company’s future results; it matters to investors because it shifts risk between buyer and seller, affects the ultimate price paid, and can influence future cash flow, incentives and how management prioritizes growth.

generally accepted accounting principles financial

Generally accepted accounting principles (GAAP) are a standardized set of rules and practices companies use to record and report their financial results, like a common recipe so dishes from different cooks can be fairly compared. Investors rely on GAAP because it makes company earnings, assets and liabilities consistent and transparent across businesses, helping them compare performance, spot risks, and make informed decisions about buying or selling stock.