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Guerrilla RF (GUER) director exercises options, discloses large indirect warrant and preferred stakes

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

Guerrilla RF director and 10% owner Todd B. Hammer reported exercising stock options for 15,625 shares of common stock at an exercise price of $3.05 per share. Following this option exercise, he directly holds 32,292 common shares.

The filing also shows large indirect derivative positions in entities associated with him. NR-PRL Partners, LP holds common stock purchase warrants convertible into 2,885,246 common shares at $3.05 per share and Series A convertible preferred stock convertible into 7,213,115 common shares at a conversion price of $327.87. These securities are held by NR-PRL Partners, LP and its general partner NR-PRL Partners GP, LLC, and Hammer disclaims beneficial ownership except to the extent of his pecuniary interest.

Positive

  • None.

Negative

  • None.

Insights

Routine option exercise with large indirect derivative holdings disclosed.

The filing shows Todd B. Hammer exercised stock options for 15,625 Guerrilla RF common shares at an exercise price of $3.05. This is a standard compensation-related event, not an open‑market purchase or sale, and increases his directly held common shares to 32,292.

The document also details substantial indirect exposure through NR-PRL Partners, LP, including warrants over 2,885,246 common shares at $3.05 and Series A preferred convertible into 7,213,115 shares at $327.87. Footnotes state these securities are held by the partnership and general partner entities, with Hammer disclaiming beneficial ownership beyond his pecuniary interest.

From an investor perspective, this looks like a routine option exercise combined with transparency about sizable derivative positions at affiliated entities. There is no indication of open‑market selling or buying, so the informational signal is limited and does not by itself alter the broader investment thesis.

Insider HAMMER TODD B
Role Director, 10% Owner
Type Security Shares Price Value
Exercise Stock Option 15,625 $0.00 $0.00
Exercise Common Stock 15,625 $3.05 $48K
holding Series A Convertible Preferred Stock -- -- --
holding Common Stock Purchase Warrants -- -- --
Holdings After Transaction: Stock Option — 0 shares (Direct); Common Stock — 32,292 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.)
Footnotes (4)
  1. F1. The securities do not have any expiration date.
  2. 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.
  3. 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.
  4. F4. Pursuant to the exercise of stock options.
Options exercised 15,625 shares Common stock acquired via option exercise at $3.05
Exercise price $3.05 per share Stock option and warrant exercise price
Direct common shares after 32,292 shares Direct Guerrilla RF common stock holdings post-transaction
Warrant underlying shares 2,885,246 shares Common stock underlying indirect warrants at $3.05
Preferred underlying shares 7,213,115 shares Common stock underlying Series A convertible preferred
Preferred conversion price $327.87 Conversion price for Series A convertible preferred stock
Warrant expiration 2030-02-05 Expiration date for common stock purchase warrants
Option expiration 2036-05-15 Expiration date for exercised stock options
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.
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.
stock options financial
"Pursuant to the exercise of stock options."
Stock options are agreements that give a person the right to buy or sell a company's stock at a specific price within a certain time frame. They are often used as a reward or incentive, similar to a coupon that can be used later if the stock price rises, allowing the holder to make a profit.
pecuniary interest financial
"disclaims beneficial ownership of these securities except to the extent of his pecuniary interest"
beneficial ownership financial
"shall not be deemed an admission of beneficial ownership of the 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.
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.

FAQ

What insider transaction did Todd B. Hammer report for Guerrilla RF (GUER)?
Todd B. Hammer reported exercising stock options for 15,625 Guerrilla RF common shares at an exercise price of $3.05 per share. This increased his directly held common stock to 32,292 shares and reflects a compensation-related derivative exercise, not an open-market share purchase or sale.

How many Guerrilla RF (GUER) shares does Todd B. Hammer hold directly after this Form 4?
After the reported transactions, Todd B. Hammer directly holds 32,292 shares of Guerrilla RF common stock. This figure reflects the addition of 15,625 shares acquired through the exercise of stock options at a $3.05 per share exercise price, with no same-day sale reported.

What indirect derivative positions linked to Todd B. Hammer are disclosed for Guerrilla RF (GUER)?
Entities associated with Todd B. Hammer hold common stock purchase warrants over 2,885,246 shares with a $3.05 exercise price and Series A convertible preferred stock convertible into 7,213,115 shares at $327.87. These securities are held by NR-PRL Partners, LP and related entities.

Does this Guerrilla RF (GUER) Form 4 show any open-market buying or selling by Todd B. Hammer?
No open-market buying or selling is reported. The filing shows a stock option exercise for 15,625 shares at $3.05 and updates on derivative and convertible holdings. Transactions are characterized as derivative exercises and holdings, not market purchases or sales.

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Form 4 Insider Transactions: What Each Field Means →
SEC Form 4
FORM 4UNITED 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
Estimated average burden
hours per response:0.5
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*
HAMMER TODD B
(Last)(First)(Middle)
867 BOYLSTON STREET
5TH FLOOR #1361
(Street)
BOSTON MASSACHUSETTS 02116
(City)(State)(Zip)
UNITED STATES
(Country)		2. Issuer Name and Ticker or Trading Symbol
Guerrilla RF, Inc. [ GUER ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
XDirectorX10% Owner
Officer (give title below)Other (specify below)
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
06/18/2026		6. Individual or Joint/Group Filing (Check Applicable Line)
XForm filed by One Reporting Person
Form filed by More than One Reporting Person
4. If Amendment, Date of Original Filed (Month/Day/Year)

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)
CodeVAmount(A) or (D)Price
Common Stock(4)06/18/2026M15,625A$3.0532,292D
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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Series A Convertible Preferred Stock$327.8708/05/2024 (1)Common Stock7,213,1157,213,115I(2)See Footnotes.(2)(3)
Common Stock Purchase Warrants$3.0508/05/202402/05/2030Common Stock2,885,2462,885,246I(2)See Footnotes.(2)(3)
Stock Option(4)$3.0506/18/2026M15,62505/15/202605/15/2036Common Stock15,625$00D
Explanation of Responses:
1. The securities do not have any expiration date.
2. 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.
3. 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.
4. Pursuant to the exercise of stock options.
/s/ Charnice Suggs, Attorney-in-Fact06/23/2026
** Signature of Reporting PersonDate
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.
* Form 4: SEC 1474 (03-26)

Source: View Original Filing on SEC EDGAR