Guerrilla RF (GUER) insider Ellis exercises options, linked to large indirect holdings
Filing Impact
Filing Sentiment
Form Type
4
Rhea-AI Filing Summary
Guerrilla RF director and 10% owner Thomas B. Ellis exercised stock options into additional common shares. He exercised options for 15,625 shares of common stock at an exercise price of $3.05 per share, bringing his directly held common stock to 32,292 shares.
Separately, an entity associated with Ellis, NR-PRL Partners, LP, indirectly holds common stock purchase warrants convertible into 2,885,246 shares of common stock at an exercise price of $3.05 per share, expiring on February 5, 2030. It also indirectly holds Series A Convertible Preferred Stock convertible into 7,213,115 shares of common stock, which has no expiration date.
Ellis disclaims beneficial ownership of the indirectly held securities except to the extent of his pecuniary interest, meaning those large positions are attributed primarily to NR-PRL Partners structures rather than to him personally.
Positive
- None.
Negative
- None.
Insider Trade Summary
15,625 shares exercised/converted
Mixed
4 txns
Insider
ELLIS THOMAS B
Role
null
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Exercise | Stock Option | 15,625 | $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, null);
Common Stock — 32,292 shares (Direct, null);
Series A Convertible Preferred Stock — 7,213,115 shares (Indirect, See Footnotes.);
Common Stock Purchase Warrants — 2,885,246 shares (Indirect, See Footnotes.)
Footnotes (1)
- The securities do not have any expiration date. 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. 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. Pursuant to the exercise of stock options.
Key Figures
Options exercised: 15,625 shares
Option exercise price: $3.05/share
Direct common shares after exercise: 32,292 shares
+2 more
5 metrics
Options exercised
15,625 shares
Common stock acquired via option exercise at $3.05/share
Option exercise price
$3.05/share
Stock option and warrant exercise price for common stock
Direct common shares after exercise
32,292 shares
Ellis’s direct Guerrilla RF common stock holdings post-transaction
Indirect warrant underlying shares
2,885,246 shares
Common Stock Purchase Warrants held via NR-PRL Partners, LP
Indirect Series A underlying shares
7,213,115 shares
Common shares underlying Series A Convertible Preferred Stock
Key Terms
Common Stock Purchase Warrants, Series A Convertible Preferred Stock, stock options, pecuniary interest, +1 more
5 terms
Common Stock Purchase Warrants financial
"Common Stock Purchase Warrants convertible into 2,885,246 shares of common stock"
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
"Series A Convertible Preferred Stock convertible into 7,213,115 shares of common 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"
Section 16 of the Securities Exchange Act of 1934 regulatory
"for purposes of Section 16 of the Securities Exchange Act of 1934, as amended"
A provision of federal securities law that requires company insiders—directors, officers and large shareholders—to publicly report their stock holdings and trades and to surrender any “short-swing” profits from purchases and sales within a six-month window. It acts like a rule that forces leaders to announce their trades and prevents quick buy-sell windfalls, giving investors transparency into insider activity and reducing opportunities for unfair gain.
FAQ
What did Thomas B. Ellis do in this Guerrilla RF (GUER) Form 4 filing?
Ellis exercised stock options to acquire 15,625 shares of Guerrilla RF common stock at $3.05 per share. After this option exercise, his directly held common stock position increased to 32,292 shares, with no same-day sale of these newly acquired shares disclosed.
What indirect Guerrilla RF (GUER) holdings are associated with NR-PRL Partners?
NR-PRL Partners, LP holds warrants convertible into 2,885,246 Guerrilla RF common shares at $3.05 per share and Series A Convertible Preferred Stock convertible into 7,213,115 common shares. These positions are attributed to NR-PRL entities, with Ellis potentially having an indirect pecuniary interest.
Does Ellis claim full beneficial ownership of the indirect GUER securities?
No. Ellis expressly disclaims beneficial ownership of the indirectly held securities except to the extent of his pecuniary interest. The filing clarifies that NR-PRL Partners, LP and its general partner are the primary holders, with Ellis connected as a member of the general partner entity.