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

Rhea-AI Filing Summary

Red Cat Holdings (RCAT) – Form 4 insider activity: On 06/30/2025, director Joseph David Freedman exercised 150,000 employee stock options at an exercise price of $2.51 and immediately sold the same 150,000 common shares at a weighted-average price of $7.37 (range: $7.33–$7.46).

The transaction generated an approximate gross spread of $4.86 per share (about $729k before taxes) and reduced Freedman’s direct ownership from 315,260 to 165,260 shares, a decline of roughly 47%. All related derivative options were fully exercised, leaving the insider with zero remaining option holdings.

The filing notes that previously reported aggregate figures will be corrected in future amended reports. No other material company financial data were disclosed.

Positive

• None.

Negative

• 47% reduction in insider’s direct holdings may signal diminished confidence.
• 150,000 shares added to public float could create short-term selling pressure.
• All derivative options exercised and cleared, removing future potential insider buying catalyst.

Insights

Equity Analyst

TL;DR: Large insider sale—150k shares sold, ownership nearly halved; modest negative signal.

The simultaneous option exercise at $2.51 and sale at ~$7.37 illustrates classic liquidity harvesting. While the director still holds 165k shares, the 47% reduction suggests lowered near-term conviction. Lack of additional purchases offsets any positive interpretation of option exercise. Historically, clustered or sizable insider sales in small-cap tech names like RCAT have pressured share price as float increases. However, the company receives no cash benefit; proceeds accrue solely to the insider, so dilution impact is neutral. From a governance lens, forthcoming amended reports may improve transparency but do not change today’s supply overhang.

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^*

Freedman Joseph David

(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)
06/30/2025

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	06/30/2025		M		150,000	A	$2.51	315,260(1)	D
Common Stock	06/30/2025		S		150,000	D	$7.37(2)	165,260(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
Employee Stock Option (right to buy)	$2.51	06/30/2025		M			150,000	07/01/2022	07/01/2026	Common Stock	150,000	$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 $7.33 to $7.46. 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/ Joseph Freedman	07/03/2025
	** 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 did RCAT director Joseph Freedman do on 06/30/2025?

He exercised 150,000 stock options at $2.51 and sold 150,000 shares at an average of $7.37.

How many RCAT shares does the director now own?

After the transactions, Freedman directly owns 165,260 common shares.

What was the profit spread on the option exercise?

The spread between the $2.51 exercise price and ~$7.37 sale price is about $4.86 per share.

Were any derivative securities retained?

No. All 150,000 options were exercised, leaving zero remaining derivative holdings.

Does the filing affect RCAT’s cash position?

No. Proceeds went to the insider; the company receives no cash from this sale.