[Form 4] Guerrilla RF, Inc. Insider Trading Activity

Rhea-AI Filing Summary

Guerrilla RF, Inc. (GUER) reported an insider equity award for its Chief Executive Officer, who is also a director. On 11/17/2025, the reporting person received stock options to purchase 50,000 shares of common stock directly and options on 330 shares held indirectly by a spouse, all with an exercise price of $3.05 per share and an expiration date of 11/17/2035. These options vest over several years beginning in 2026, with portions vesting on 5/21/2026 and then monthly through 4/21/2029, and a final tranche on 5/21/2029, subject to continued service. The filing also shows existing holdings of common stock, restricted stock units, options, and warrants held directly, by a spouse, and by several trusts for the benefit of the reporting person’s children.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Pratt Ryan Michael

(Last) (First) (Middle)

5686 GREEN DALE COURT

(Street)

SUMMERFIELD NC 27358

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Guerrilla RF, Inc. [ GUER ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Executive Officer

3. Date of Earliest Transaction (Month/Day/Year)
11/17/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock								978,693	D
Common Stock								2,802	I	Held by Spouse
Common Stock								63,022	I	By Trust(1)
Common Stock								63,022	I	By Trust(2)
Common Stock								63,022	I	By Trust(3)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Stock Option	$1.42							(7)	10/26/2026	Common Stock	1,477		1,477	I	Held by Spouse
Stock Option	$1.93							(7)	09/25/2028	Common Stock	640		640	I	Held by Spouse
Stock Option	$2.2							(7)	09/11/2029	Common Stock	1,475		1,477	I	Held by Spouse
Stock Option	$3.19							(7)	10/30/2030	Common stock	1,330		1,329	I	Held by Spouse
Restricted Stock Unit	(4)							(5)	(6)	Common Stock	8,334		8,334	D
Restricted Stock Unit	(4)							(8)	(6)	Common Stock	834		834	I	Held by Spouse
Restricted Stock Unit	(4)							(9)	(6)	Common Stock	23,585		23,585	D
Warrant	$2.5							09/28/2024	09/28/2029	Common Stock	33,822		33,822	D
Stock Option	$3.05	11/17/2025		A		50,000		(10)	11/17/2035	Common Stock	50,000	$0	50,000	D
Stock Option	$3.05	11/17/2025		A		330		(11)	11/17/2035	Common Stock	330	$0	330	I	Held by Spouse

Explanation of Responses:

1. Shares held of record by the 2021 Irrevocable Trust for Patrick Joseph Pratt u/a dated June 7, 2021, for the benefit of Reporting Person's child. The Reporting Person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein, and the inclusion of these securities on this report shall not be deemed an admission that the Reporting Person is the beneficial owner of the reported securities for purposes of Section 16 of the Exchange Act or for any other purpose.

2. Shares held of record by the 2021 Irrevocable Trust for Rachel Katherin Pratt u/a dated June 7, 2021, for the benefit of Reporting Person's child. The Reporting Person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein, and the inclusion of these securities on this report shall not be deemed an admission that the Reporting Person is the beneficial owner of the reported securities for purposes of Section 16 of the Exchange Act or for any other purpose.

3. Shares held of record by the 2021 Irrevocable Trust for Nikolas Ryan Pratt u/a dated June 7, 2021, for the benefit of Reporting Person's child. The Reporting Person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein, and the inclusion of these securities on this report shall not be deemed an admission that the Reporting Person is the beneficial owner of the reported securities for purposes of Section 16 of the Exchange Act or for any other purpose.

4. Each restricted stock unit represents a contingent right to receive one share of common stock upon vesting of the unit.

5. The restricted stock units vest on 1/1/2026, subject to the Reporting Person's continued service through the applicable vesting date.

6. No expiration date.

7. The options are fully vested and exercisable.

8. The restricted stock units vest on 8/21/2026, subject to the Reporting Person's continued service through the applicable vesting date.

9. The restricted stock units vest as follows: (i) 11,792 units on 1/1/2026; and (ii) 11,793 units on 1/1/2027, in each case subject to the Reporting Person's continued service through the applicable vesting date.

10. The options vest as follows: (i) 12,500 options on 5/21/2026; (ii) 1,041 options on 6/21/26, and monthly thereafter through 4/21/2029; and (iii) 1,065 options on 5/21/2029, in each case subject to the Reporting Person's continued service through the applicable vesting date.

11. The options vest as follows: (i) 82 options on 5/21/2026; (ii) 6 options on 6/21/26, and monthly thereafter through 4/21/29; and (iii) 38 options on 5/21/2029, in each case subject to the Reporting Person's continued service through the applicable vesting date.

	/s/ Iain MacSween, Attorney-in-Fact	11/18/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What insider transaction did GUER report in this Form 4?

The filing reports that the Chief Executive Officer of Guerrilla RF, Inc. (GUER) received stock options on 11/17/2025 to purchase 50,000 shares of common stock directly and 330 shares indirectly through a spouse, all at an exercise price of $3.05 per share.

What is the exercise price and term of the new GUER stock options?

The newly granted stock options for Guerrilla RF, Inc. (GUER) have an exercise price of $3.05 per share and an expiration date of 11/17/2035.

How do the new GUER stock options vest for the CEO?

According to the footnotes, the 50,000 options vest as follows: 12,500 options on 5/21/2026, then 1,041 options on 6/21/2026 and monthly thereafter through 4/21/2029, and 1,065 options on 5/21/2029, subject to continued service. The 330 options held by the spouse vest on a similar schedule with smaller amounts.

What other equity awards are disclosed for GUER’s CEO in this filing?

The filing lists existing common stock holdings, multiple stock options with exercise prices ranging from $1.42 to $3.19, a warrant for 33,822 shares at $2.50 per share, and several restricted stock unit grants, some held directly and some indirectly by a spouse.

How many GUER shares does the CEO hold directly after the reported transactions?

After the reported transactions, the CEO is shown as beneficially owning 978,693 shares of Guerrilla RF, Inc. common stock directly, in addition to indirect holdings through a spouse and several trusts.

What indirect GUER holdings are reported for the CEO?

Indirect holdings include 2,802 shares of common stock held by a spouse and 63,022 shares in each of three separate 2021 irrevocable trusts for the benefit of the reporting person’s children, as well as certain options and restricted stock units held by the spouse. The reporting person disclaims beneficial ownership of the trust shares except to the extent of any pecuniary interest.