RCAT CEO granted 1.04M stock options, exercises RSUs

Red Cat Holdings, Inc. Chairman and CEO Jeffrey M. Thompson reported several equity compensation transactions involving common stock, restricted stock units (RSUs), and stock options.

Rhea-AI Filing Summary

Red Cat Holdings, Inc. Chairman and CEO Jeffrey M. Thompson reported several equity compensation transactions involving common stock, restricted stock units (RSUs), and stock options. He exercised 5,295 RSUs into the same number of common shares and had 1,570 common shares withheld to cover tax obligations on April 6, 2026.

Thompson was granted 21,182 RSUs, each representing one share of RCAT common stock; one-fourth vested on April 6, 2026 and the remainder will vest on December 31, 2026. He also received 1,040,000 employee stock options with a $13.06 exercise price expiring on April 5, 2036, granted as compensation instead of base salary and a traditional bonus plan. Following these transactions, he directly holds 12,912,202 common shares.

Insider Trade Summary

5,295 shares exercised/converted

Exercise 5 txns

Insider Thompson Jeffrey M

Role Chairman of the Board, CEO

Type	Security	Shares	Price	Value
Grant/Award	Employee Stock Option (right to buy)	1,040,000	$0.00	$0.00
Grant/Award	Restricted Stock Units	21,182	$0.00	$0.00
Exercise	Restricted Stock Units	5,295	$0.00	$0.00
Exercise	Common Stock	5,295	$0.00	$0.00
Exercise Price or Tax Liability	Common Stock	1,570	$13.06	$21K

Holdings After Transaction: Employee Stock Option (right to buy) — 1,040,000 contracts (Direct); Restricted Stock Units — 15,887 contracts (Direct); Common Stock — 12,912,202 shares (Direct)

Footnotes (2)

1. F1. The option vests in three equal annual installments on December 31, 2026, December 31, 2027 and December 31, 2028, and were granted as compensation in lieu of a base salary and participation in a traditional annual bonus plan.
2. F2. Each restricted stock unit represents a contingent right to receive one share of RCAT common stock. On April 6, 2026, the reporting person was granted 21,182 restricted stock units. One-fourth of the restricted stock units vested on April 6, 2026, and the remaining restricted stock units will vest on December 31, 2026.

Key Figures

Tax-withheld shares: 1,570 shares RSUs exercised: 5,295 shares New RSU grant: 21,182 units +4 more

7 metrics

Tax-withheld shares 1,570 shares Common stock withheld for taxes on April 6, 2026

RSUs exercised 5,295 shares Restricted stock units converted to common stock on April 6, 2026

New RSU grant 21,182 units RSUs granted April 6, 2026; one-fourth vested immediately

Option grant size 1,040,000 options Employee stock options granted with equity-based compensation structure

Option exercise price $13.06 per share Strike price for 1,040,000 employee stock options

Option expiration April 5, 2036 Expiration date for the granted stock options

Post-transaction common shares 12,913,772 shares Common stock directly held by CEO after transactions

Key Terms

Restricted Stock Units, Employee Stock Option, tax-withholding disposition, derivative security, +1 more

5 terms

Restricted Stock Units financial

"Each restricted stock unit represents a contingent right to receive one share of RCAT common stock."

Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.

Employee Stock Option financial

"Employee Stock Option (right to buy) with an exercise price of 13.0600."

An employee stock option is a promise that lets a worker buy company shares later at a predetermined price, often after they stay for a certain period or meet performance goals — think of it like a coupon that locks in today's price for a future purchase. It matters to investors because options align employees’ incentives with company performance, can increase the number of shares outstanding (dilution) when exercised, and represent a compensation cost that affects reported profits and shareholder value.

tax-withholding disposition financial

"Payment of exercise price or tax liability by delivering securities."

A tax-withholding disposition is an event or transaction—such as selling or transferring securities, exercising options, or receiving compensation—that triggers a requirement to hold back part of the payment and remit it to tax authorities. It matters to investors because it reduces the cash they receive immediately and can change the timing and amount of taxable income, like a cashier taking a portion of your sale proceeds to pay taxes before you get the rest.

derivative security financial

"Exercise or conversion of derivative security."

A derivative security is a financial contract whose value comes from the price or performance of something else, such as a stock, bond, commodity, or market index. For investors it acts like an insurance policy or a wager: it can be used to protect against losses, lock in prices, or amplify gains and losses, so it can change a portfolio’s risk and potential return without owning the underlying asset directly.

grant/award acquisition financial

"Grant, award, or other acquisition."

FAQ

What insider transactions did RCAT CEO Jeffrey Thompson report on April 6, 2026?

Jeffrey Thompson reported compensation-related equity transactions on April 6, 2026. He exercised 5,295 restricted stock units into common shares, had 1,570 shares withheld for taxes, received 21,182 new RSUs, and was granted 1,040,000 stock options, all as part of his compensation package.

How many Red Cat (RCAT) stock options were granted to the CEO and at what price?

Jeffrey Thompson received 1,040,000 employee stock options with a $13.06 exercise price. According to the disclosure, these options vest in three equal annual installments on December 31, 2026, December 31, 2027, and December 31, 2028, and expire on April 5, 2036.

What are the terms of the restricted stock units granted to the RCAT CEO?

Thompson was granted 21,182 restricted stock units, each equal to one RCAT common share. One-fourth of these RSUs vested on April 6, 2026, with the remaining RSUs scheduled to vest on December 31, 2026, providing staged equity-based compensation over the year.

Did the RCAT CEO sell shares on the open market in this Form 4 filing?

The filing shows no open-market sales by Jeffrey Thompson. Instead, 1,570 shares of common stock were disposed of through tax-withholding, meaning shares were withheld to satisfy tax obligations related to his equity awards, rather than sold in the market.

How many Red Cat (RCAT) common shares does the CEO hold after these transactions?

After the reported transactions, Thompson directly holds 12,913,772 shares of RCAT common stock. This figure reflects his updated ownership following the RSU exercise, tax-withholding disposition, and the new equity grants disclosed in the Form 4 filing.

Why were stock options granted to the RCAT CEO instead of salary and bonus?

The footnotes state the 1,040,000 options were granted as compensation in lieu of a base salary and participation in a traditional annual bonus plan. This structure ties a larger portion of the CEO’s compensation directly to Red Cat’s equity performance.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 05/11/2026 - 08:29 AM 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^*

Thompson Jeffrey M

(Last) (First) (Middle)

C/O RED CAT HOLDINGS INC.

2800 S WEST TEMPLE, SUITE 5

(Street)

SOUTH SALT LAKE UTAH 84115

(City) (State) (Zip)

UNITED STATES

(Country)

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	X	10% Owner
X	Officer (give title below)		Other (specify below)
	Chairman of the Board, CEO

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
04/06/2026

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

X	Form 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)
			Code	V	Amount	(A) or (D)	Price
Common Stock	04/06/2026		M		5,295	A	(2)	12,913,772	D
Common Stock	04/06/2026		F		1,570	D	$13.06	12,912,202	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
Employee Stock Option (right to buy)	$13.06	04/06/2026		A		1,040,000		(1)	04/05/2036	Common stock	1,040,000	$0	1,040,000	D
Restricted Stock Units	(2)	04/06/2026		A		21,182		(2)	(2)	Common stock	21,182	$0	21,182	D
Restricted Stock Units	(2)	04/06/2026		M			5,295	(2)	(2)	Common stock	5,295	$0	15,887	D

Explanation of Responses:

1. The option vests in three equal annual installments on December 31, 2026, December 31, 2027 and December 31, 2028, and were granted as compensation in lieu of a base salary and participation in a traditional annual bonus plan.

2. Each restricted stock unit represents a contingent right to receive one share of RCAT common stock. On April 6, 2026, the reporting person was granted 21,182 restricted stock units. One-fourth of the restricted stock units vested on April 6, 2026, and the remaining restricted stock units will vest on December 31, 2026.

	/s/ Jeffrey M. Thompson	05/11/2026
	** 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.
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* Form 4: SEC 1474 (03-26)