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Guerrilla RF director buys 14K shares at $6

Guerrilla RF, Inc. (GUER) director and ten percent owner Thomas B. Ellis reported an option exercise and updated holdings.

(Neutral)
(Neutral)
Form Type
4

Rhea-AI Filing Summary

Guerrilla RF, Inc. (GUER) director and ten percent owner Thomas B. Ellis reported an option exercise and updated holdings. On 2026-08-28, he exercised 14,164 stock options at an exercise price of $6.00 per share, acquiring the same number of GUER common shares and increasing his directly held common stock to 46,456 shares. The exercised option grant now shows 0 options remaining. The option was immediately exercisable but is subject to a right of repurchase by Guerrilla RF for shares issued before vesting, with vesting scheduled on the earlier of the first anniversary of grant or the next annual meeting, currently expected to be June 9, 2027. Ellis is also reported as having indirect economic 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 held by NR-PRL Partners, LP, though he disclaims beneficial ownership beyond his pecuniary interest.

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Insider ELLIS THOMAS B
Role Director, 10% Owner
Type Security Shares Price Value
Exercise Stock Option F4 14,164 $0.00 $0.00
Exercise Common Stock F5 14,164 $6.00 $85K
holding Series A Convertible Preferred Stock F1, F2, F3 -- -- --
holding Common Stock Purchase Warrants F2, F3 -- -- --
Holdings After Transaction: Stock Option — 0 contracts (Direct); Common Stock — 46,456 shares (Direct); Series A Convertible Preferred Stock — 7,213,115 contracts (Indirect, See Footnotes.); Common Stock Purchase Warrants — 2,885,246 contracts (Indirect, See Footnotes.)
Footnotes (5)
  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. 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.
  5. F5. Pursuant to the exercise of stock options.
Options exercised 14,164 shares Stock option exercise on 2026-08-28
Option exercise price $6.00 per share Exercise price for 14,164 stock options
Direct common stock holdings 46,456 shares Common stock directly held following the 2026-08-28 transaction
Series A Convertible Preferred underlying shares 7,213,115 underlying common shares Indirect interest via Series A Convertible Preferred Stock
Series A conversion price $327.87 Exercise/conversion price per underlying common share for Series A Convertible Preferred Stock
Common Stock Purchase Warrants underlying shares 2,885,246 underlying common shares Indirect interest via common stock purchase warrants
Warrant exercise price $3.05 Exercise price per underlying common share for Common Stock Purchase Warrants
Warrant expiration date 2030-02-05 Expiration of Common Stock Purchase Warrants
Stock Option financial
"The option is immediately exercisable, subject to a right of repurchase"
A stock option is a contract that gives you the right to buy or sell a company's stock at a specific price within a certain time frame. People use them to potentially make money if the stock's price moves favorably or to protect against losses. It's like holding a coupon that can be used to buy or sell stock at a set price later on.
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.
Common Stock Purchase Warrants financial
"Common Stock Purchase Warrants, underlyingSecurityShares 2,885,246.0000"
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.
pecuniary interest financial
"disclaims beneficial ownership of these securities except to the extent of his pecuniary interest"
right of repurchase financial
"subject to a right of repurchase in favor of the Issuer"

FAQ

What did Thomas B. Ellis report in this Form 4 for GUER?

He reported exercising 14,164 stock options at an exercise price of $6.00 per share on 2026-08-28, receiving 14,164 GUER common shares and bringing his directly held common stock to 46,456 shares after the transaction.

How many Guerrilla RF (GUER) options did Ellis have after this transaction?

After the 2026-08-28 transaction, the reported stock option position used for the exercise shows 0 options remaining, indicating the 14,164 options reported were fully exercised into common stock.

What indirect holdings in GUER does Ellis report?

Ellis is associated with 7,213,115 underlying common shares via Series A Convertible Preferred Stock and 2,885,246 underlying common shares via Common Stock Purchase Warrants, held indirectly through NR-PRL Partners, LP. He disclaims beneficial ownership except to the extent of his pecuniary interest.

What are the key terms of Ellis’s GUER stock option that was exercised?

The option covered 14,164 shares at an exercise price of $6.00 per share, with an expiration date of 2036-08-14. It is immediately exercisable but subject to a company repurchase right for shares issued before vesting, with vesting tied to the next annual meeting or first anniversary.

What are the exercise prices of Ellis’s indirect GUER derivative holdings?

The Series A Convertible Preferred Stock is convertible into GUER common stock at an exercise price of $327.87 per underlying share equivalent, and the Common Stock Purchase Warrants are exercisable at $3.05 per underlying common share, both reported as indirectly held.

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Learn about SEC filing dates
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*
ELLIS THOMAS 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)
08/28/2026
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(5)08/28/2026M14,164A$646,456D
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)$608/28/2026M14,164 (4)08/14/2036Common Stock14,164$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. 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.
5. Pursuant to the exercise of stock options.
/s/ Charnice Suggs, Attorney-in-Fact09/01/2026
** 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)