Guerrilla RF (GUER) director reports 15,625-share option grant and large indirect stakes
Rhea-AI Filing Summary
Guerrilla RF, Inc. director and ten percent owner Thomas B. Ellis reported a compensation-related grant of stock options for 15,625 shares of Common Stock. These options have an exercise price of $3.05 per share and expire on May 15, 2036.
After this filing, Ellis holds 16,667 shares of Common Stock directly. Entities associated with him, including NR-PRL Partners, LP and its general partner NR-PRL Partners GP, LLC, hold Common Stock purchase warrants and Series A Convertible Preferred Stock that are convertible into 2,885,246 and 7,213,115 shares of Common Stock, respectively. He disclaims beneficial ownership of these indirect holdings except to the extent of his pecuniary interest.
Positive
- None.
Negative
- None.
Insider Trade Summary
4 transactions reported
Mixed
4 txns
Insider
ELLIS THOMAS B
Role
Director, 10% Owner
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Grant/Award | Stock Option | 15,625 | $0.00 | $0.00 |
| holding | Series A Convertible Preferred Stock | -- | -- | -- |
| holding | Common Stock Purchase Warrants | -- | -- | -- |
| holding | Common Stock | -- | -- | -- |
Holdings After Transaction:
Stock Option — 15,625 shares (Direct);
Series A Convertible Preferred Stock — 7,213,115 shares (Indirect, See Footnotes.);
Common Stock Purchase Warrants — 2,885,246 shares (Indirect, See Footnotes.);
Common Stock — 16,667 shares (Direct)
Footnotes (3)
- F1. The securities do not have any expiration date.
- F2. The reported securities are directly held by NR-PRL Partners, LP, and may be deemed to be indirectly beneficially owned by NR-PRL Partners GP, LLC as the general partner of NR-PRL Partners, LP. The securities may also be deemed to be indirectly beneficially owned by the Reporting Person as a member of NR-PRL Partners GP, LLC.
- F3. The Reporting Person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein, and this report shall not be deemed an admission of beneficial ownership of the securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose.
Key Figures
Option grant size: 15,625 shares
Option exercise price: $3.05 per share
Option expiration: May 15, 2036
+4 more
7 metrics
Option grant size
15,625 shares
Stock Option grant on May 15, 2026
Option exercise price
$3.05 per share
Stock Option for Common Stock
Option expiration
May 15, 2036
Stock Option expiration date
Direct common shares
16,667 shares
Common Stock held directly after transactions
Warrants underlying shares
2,885,246 shares
Common Stock Purchase Warrants, indirect holding
Warrant exercise price
$3.05 per share
Common Stock Purchase Warrants
Series A underlying shares
7,213,115 shares
Series A Convertible Preferred Stock, indirect holding
Key Terms
Common Stock Purchase Warrants, Series A Convertible Preferred Stock, beneficial ownership, pecuniary interest, +1 more
5 terms
Common Stock Purchase Warrants financial
"The reported securities are directly held by NR-PRL Partners, LP..."
Common stock purchase warrants are tradable instruments that give the holder the right to buy a company’s common shares at a set price before a specified date, like a coupon that lets you purchase stock later at a fixed rate. They matter to investors because they offer a way to gain future upside if the stock rises, but when exercised they increase the number of shares outstanding and can reduce existing shareholders’ ownership and earnings per share.
Series A Convertible Preferred Stock financial
"The reported securities are directly held by NR-PRL Partners, LP..."
Series A convertible preferred stock is a class of shares sold in an early funding round that gives investors a mix of protection and upside: it pays a priority claim over common shares if the company is sold or closes, but can be converted into ordinary shares to share in future growth. Think of it like a hybrid between a safer stake and a ticket to ownership; it matters to investors because it affects who controls the company, how future gains are split, and how much their investment is protected from downside.
beneficial ownership financial
"The Reporting Person disclaims beneficial ownership of these securities..."
Beneficial ownership means the person or entity that actually enjoys the benefits of owning shares or other assets — such as receiving dividends, voting rights, or price gains — even if the legal title is held in another name. For investors it matters because knowing who truly controls and profits from a company reveals who can influence decisions, exposes potential conflicts of interest or hidden concentration of power, and affects transparency and risk in the stock.
pecuniary interest financial
"The Reporting Person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest..."
Section 16 regulatory
"for purposes of Section 16 of the Securities Exchange Act of 1934..."
Section 16 is a U.S. securities law rule that governs the trading and disclosure obligations of company insiders — typically officers, directors and large shareholders — to promote transparency and deter unfair profit-taking. It requires insiders to publicly report their stock trades and allows companies or the issuer to reclaim quick, short-term profits from certain insider trades, like a scoreboard and a refund policy that help investors see and limit possible insider advantage.
AI-generated analysis. How Rhea-AI works. Not financial advice.
FAQ
What insider transaction did Thomas B. Ellis report at Guerrilla RF (GUER)?
Thomas B. Ellis reported receiving a grant of stock options for 15,625 shares of Guerrilla RF Common Stock. The options are compensation-related, not an open-market purchase, and give him the right to buy shares at a fixed price in the future.
What are the terms of the new stock options reported for GUER?
The reported stock options cover 15,625 shares of Common Stock at a $3.05 exercise price per share. They were granted on May 15, 2026 and are scheduled to expire on May 15, 2036 if not exercised before that date.
What indirect derivative positions linked to GUER does the filing show?
Entities associated with Thomas B. Ellis hold Common Stock purchase warrants convertible into 2,885,246 Guerrilla RF shares at $3.05 per share, expiring February 5, 2030. They also hold Series A Convertible Preferred Stock convertible into 7,213,115 Common shares with no expiration date, based on the disclosure.
How is beneficial ownership of GUER securities attributed in this Form 4?
The filing states that certain securities are held by NR-PRL Partners, LP and its general partner NR-PRL Partners GP, LLC. Thomas B. Ellis may be deemed an indirect beneficial owner but expressly disclaims beneficial ownership except to the extent of his pecuniary interest in those entities.
Does this GUER Form 4 show any insider buying or selling in the open market?
The Form 4 does not show any open-market purchases or sales. It primarily reports a grant of stock options and updates on existing warrant and preferred stock holdings, which are largely indirect through affiliated investment entities linked to the reporting person.