[Form 4] Red Cat Holdings, Inc. Insider Trading Activity

Rhea-AI Filing Summary

Red Cat Holdings (RCAT) Form 4 highlights:

• Director Nicholas R. Liuzza Jr. reported four transactions between 20 May 2025 and 10 Jun 2025.
• Acquisitions: Exercised 100,000 warrants at $1.50 on 20 May and another 100,000 warrants at $1.50 on 9 Jun, adding 200,000 common shares.
• Disposals: Sold 100,309 shares on 21 May at a weighted-average $6.697 (range $6.66–$6.72) and 100,000 shares on 10 Jun at $8.58.
• After the sequence of buy-and-sell events, beneficial ownership dropped from 487,754 to 387,445 shares.
• The filing specifies that earlier reports aggregated equity and derivative positions; amended reports will further clarify holdings.
• Liuzza remains a director and files individually (not a joint filing).

The pattern shows warrant exercises at a deep discount to market, followed by immediate monetisation of a similar number of shares at materially higher prices. While the capital inflow from warrant exercise benefits RCAT, the net reduction of roughly 100 k shares—or about 20% of the director’s previous stake—may signal partial profit-taking.

Positive

• Exercise of 200,000 warrants at $1.50 provides low-cost capital to the company and indicates the director saw value at that price.

Negative

• Sale of 200,309 shares for roughly $1.45 million reduces the director’s stake by ~20%, which can be interpreted as a bearish insider signal.

Insights

Securities Analyst

TL;DR: Net insider selling after discount warrant exercises; mildly negative signal.

Two warrant exercises injected cash at $1.50 per share, adding 200,000 new shares. Shortly after each exercise, the director sold roughly the same amount—100,309 shares at ~$6.70 and 100,000 shares at $8.58—realising an estimated $1.45 million in proceeds. Beneficial ownership fell by 100,309 shares to 387,445. Although the exercise price is accretive to equity, the immediate sales and overall stake reduction suggest limited incremental confidence. The transactions were not disclosed as 10b5-1 trades, so timing appears discretionary. For a micro-cap company, a 20% stake trim by a board member is usually viewed as a mildly bearish indicator.

Corporate Governance Expert

TL;DR: Routine Form 4 with transparent footnotes; impact modest.

The filing complies with Section 16 reporting requirements and includes detailed footnotes on weighted-average pricing. Clarification that future amendments will separate derivative and non-derivative holdings improves disclosure quality. Governance concerns are low; however, investors often watch insider selling closely. The absence of a 10b5-1 plan checkbox suggests discretionary timing, heightening scrutiny but not constituting wrongdoing.

SEC Form 4

FORM 4

UNITED 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^*

Liuzza Nicholas Reyland JR

(Last) (First) (Middle)

15 AVENIDA MUNOZ RIVERA

STE 2200

(Street)

SAN JUAN PR 00901

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Red Cat Holdings, Inc. [ RCAT ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
05/20/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

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)
			Code	V	Amount	(A) or (D)	Price
Common Stock	05/20/2025		X		100,000	A	$1.5	487,754(1)	D
Common Stock	05/21/2025		S		100,309	D	$6.697(2)	387,445(1)	D
Common Stock	06/09/2025		X		100,000	A	$1.5	487,445(1)	D
Common Stock	06/10/2025		S		100,000	D	$8.58	387,445(1)	D

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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Warrant (right to buy)	$1.5	05/20/2025		X			100,000	10/01/2020	10/01/2025	Common Stock	100,000	$0	100,000	D
Warrant (right to buy)	$1.5	06/09/2025		X			100,000	10/01/2020	10/01/2025	Common Stock	100,000	$0	0	D

Explanation of Responses:

1. The amount of securities beneficially owned reflects only the number of shares of common stock held by the reporting person. Previously, the reporting person reported shares of common stock and derivative securities on an aggregate basis. The reporting person will file one or more amended reports to correct the number of non-derivative and derivative securities owned.

2. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $6.66 to $6.72. The reporting person undertakes to provide Red Cat Holdings, Inc., any security holder of Red Cat Holdings, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote.

	/s/ Nicholas R. Liuzza, Jr.	07/09/2025
	** Signature of Reporting Person	Date
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.

FAQ

What insider purchases did RCAT report on 20 May 2025?

Director Nicholas R. Liuzza Jr. exercised 100,000 warrants at $1.50, acquiring 100,000 common shares.

How many RCAT shares were sold on 10 Jun 2025 and at what price?

The director sold 100,000 shares at $8.58 per share on 10 Jun 2025.

What is the director’s remaining beneficial ownership after the reported transactions?

Following the trades, Nicholas R. Liuzza Jr. beneficially owns 387,445 RCAT common shares.

At what price were the RCAT warrants exercised?

Both warrant exercises were completed at an exercise price of $1.50 per share.

Does the Form 4 indicate trading under a Rule 10b5-1 plan?

No. The 10b5-1 checkbox is unchecked, indicating the trades were not made under a pre-arranged trading plan.