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

Insider Trade Summary

Exercise and sale activity reported; no spread calculated

Exercise and Sale 6 txns

Insider Liuzza Nicholas Reyland JR

Role Director

Sold 200,309 shs ($1.53M)

Approx. gross sale proceeds $1.53M

Approx. exercise cost $300K

Type	Security	Shares	Price	Value
Sale	Common Stock	100,000	$8.58	$858K
In-the-Money Exercise	Warrant (right to buy)	100,000	$0.00	$0.00
In-the-Money Exercise	Common Stock	100,000	$1.50	$150K
Sale	Common Stock	100,309	$6.697	$672K
In-the-Money Exercise	Warrant (right to buy)	100,000	$0.00	$0.00
In-the-Money Exercise	Common Stock	100,000	$1.50	$150K

Holdings After Transaction: Warrant (right to buy) — 0 contracts (Direct); Common Stock — 387,445 shares (Direct)

Footnotes (2)

1. F1. 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. F2. 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.

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Accepted by SEC EDGAR 07/09/2025 - 05:09 PM Learn about SEC filing dates

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.