Guerrilla RF (GUER) insider granted options tied to 10M+ indirect shares
Rhea-AI Filing Summary
Guerrilla RF, Inc. (GUER) reported that director and 10% owner Todd B. Hammer received a grant of stock options for 14,164 shares of common stock at an exercise price of 6.0000 per share, expiring on 2036-08-14. The option is immediately exercisable but is subject to a right of repurchase by Guerrilla RF for shares issued upon early exercise before vesting, and it vests on the earlier of the first anniversary of the grant date or the company’s next annual stockholders’ meeting, currently expected to be June 9, 2027, contingent on continued service. Hammer now directly holds these 14,164 options and 32,292 shares of common stock, and is also reported as having indirect economic interests in 7,213,115 underlying common shares through Series A Convertible Preferred Stock and 2,885,246 underlying common shares through common stock purchase warrants held by NR-PRL Partners, LP, while disclaiming beneficial ownership beyond his pecuniary interest.
Positive
- None.
Negative
- None.
Insider Trade Summary
4 transactions reported
Mixed
4 txns
Insider
HAMMER TODD B
Role
Director, 10% Owner
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Grant/Award | Stock Option F4 | 14,164 | $0.00 | $0.00 |
| holding | Series A Convertible Preferred Stock F1, F2, F3 | -- | -- | -- |
| holding | Common Stock Purchase Warrants F2, F3 | -- | -- | -- |
| holding | Common Stock | -- | -- | -- |
Holdings After Transaction:
Stock Option — 14,164 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 — 32,292 shares (Direct)
Footnotes (4)
- 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.
- F4. The option is immediately exercisable, subject to a right of repurchase in favor of the Issuer with respect to shares issued to the Reporting Person upon exercise of the option prior to vesting. The option vests on the earlier of (i) the first anniversary of the grant date and (ii) the date of the Issuer's next annual meeting of stockholders (currently expected to be June 9, 2027), subject to the Reporting Person's continued service through such vesting date.
Key Figures
Stock options granted: 14,164 shares
Option exercise price: 6.0000 per share
Option expiration date: 2036-08-14
+5 more
8 metrics
Stock options granted
14,164 shares
Stock Option grant to Todd B. Hammer on 2026-08-14
Option exercise price
6.0000 per share
Conversion or exercise price of newly granted stock option
Option expiration date
2036-08-14
Expiration date of the 14,164-share stock option
Direct common stock holdings
32,292 shares
Total Guerrilla RF common stock held directly after transactions
Series A Preferred underlying shares
7,213,115 shares
Common shares underlying Series A Convertible Preferred Stock held indirectly
Series A conversion price
327.8700
Conversion price per underlying common share for Series A Convertible Preferred Stock
Warrants underlying shares
2,885,246 shares
Common shares underlying Common Stock Purchase Warrants held indirectly
Warrant exercise price
3.0500
Exercise price per share for Common Stock Purchase Warrants expiring 2030-02-05
Key Terms
Series A Convertible Preferred Stock, Common Stock Purchase Warrants, right of repurchase, pecuniary interest, +1 more
5 terms
Series A Convertible Preferred Stock financial
"security_title": "Series A Convertible Preferred Stock""
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.
Common Stock Purchase Warrants financial
"security_title": "Common Stock Purchase Warrants""
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.
right of repurchase financial
"subject to a right of repurchase in favor of the Issuer"
pecuniary interest financial
"except to the extent of his pecuniary interest therein"
beneficial ownership financial
"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.
FAQ
What did insider Todd B. Hammer report in this Form 4 for GUER?
Todd B. Hammer reported a grant of 14,164 stock options for Guerrilla RF common stock at an exercise price of 6.0000 per share. The filing also lists his direct common stock holdings and significant indirect derivative positions.
What are the terms and vesting conditions of the new GUER stock options?
The option for 14,164 shares at 6.0000 per share is immediately exercisable but subject to a right of repurchase by Guerrilla RF until vested. It vests on the earlier of one year after grant or the next annual stockholders’ meeting, expected June 9, 2027.
What indirect derivative positions in GUER are associated with Todd B. Hammer?
The filing shows indirect interests in 7,213,115 underlying common shares via Series A Convertible Preferred Stock and 2,885,246 underlying common shares via common stock purchase warrants. These securities are held by NR-PRL Partners, LP, and Hammer disclaims beneficial ownership beyond his pecuniary interest.
When do the reported GUER derivative securities expire?
The stock options for 14,164 shares expire on 2036-08-14. The common stock purchase warrants on 2,885,246 underlying shares expire on 2030-02-05, while the Series A Convertible Preferred Stock has no expiration date according to the disclosure.
AI-generated analysis. How Rhea-AI works. Not financial advice.
