Red Cat (RCAT) director receives 7,429 shares as restricted stock units vest

Rhea-AI Filing Summary

Red Cat Holdings, Inc. director Nicholas Reyland Liuzza Jr. exercised restricted stock units into common shares. On April 30, 2026, 7,429 restricted stock units settled into 7,429 shares of common stock at a stated price of $0.0000 per share, reflecting a scheduled vesting rather than an open‑market purchase.

The footnote explains these units were originally granted on May 22, 2025 and vested on April 30, 2026. After the settlement, Liuzza directly holds 544,874 shares of Red Cat common stock. The filing shows no open‑market buying or selling activity, only the conversion of vested equity awards into shares.

Insider Trade Summary

7,429 shares exercised/converted

Mixed 2 txns

Insider Liuzza Nicholas Reyland JR

Role null

Type	Security	Shares	Price	Value
Exercise	Restricted Stock Units	7,429	$0.00	--
Exercise	Common Stock	7,429	$0.00	--

Holdings After Transaction: Restricted Stock Units — 0 shares (Direct, null); Common Stock — 544,874 shares (Direct, null)

Footnotes (1)

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Key Figures

RSUs settled: 7,429 units/shares Post-transaction holdings: 544,874 shares Grant size: 7,429 RSUs

3 metrics

RSUs settled 7,429 units/shares Restricted stock units vested and converted on April 30, 2026

Post-transaction holdings 544,874 shares Common stock directly held after April 30, 2026 settlement

Grant size 7,429 RSUs Restricted stock units granted on May 22, 2025

Key Terms

Restricted Stock Units, contingent right, derivative security

3 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.

contingent right financial

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

derivative security financial

"transaction_code_description: 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.

Form 4 Insider Transactions: What Each Field Means →

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)

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

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
04/30/2026

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	04/30/2026		M		7,429	A	(1)	544,874	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
Restricted Stock Units	(1)	04/30/2026		M			7,429	(1)	(1)	Common Stock	7,429	(1)	0	D

Explanation of Responses:

1. Each restricted stock unit represents a contingent right to receive one share of RCAT common stock. On May 22, 2025, the reporting person was granted 7,429 restricted stock units. The restricted stock units vested on April 30, 2026. This transaction represents the settlement of restricted stock units in shares of common stock on their scheduled vesting date.

	/s/ Nicholas R. Liuzza, Jr.	05/04/2026
	** 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.
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.
* Form 4: SEC 1474 (03-26)

FAQ

What did Red Cat (RCAT) director Nicholas Liuzza Jr. report in this Form 4?

He reported settlement of 7,429 restricted stock units into 7,429 shares of Red Cat common stock. This stems from previously granted equity awards vesting on schedule, not from an open-market stock purchase or sale, and increases his directly held common shares.

Were the Red Cat (RCAT) insider transactions open-market buys or sells?

No, the transactions were not open-market buys or sells. They reflect an exercise/conversion of restricted stock units into common stock at a stated price of $0.0000 per share, as part of scheduled vesting of previously granted equity compensation.

How many Red Cat (RCAT) shares does Nicholas Liuzza Jr. hold after this transaction?

After the settlement of restricted stock units, Nicholas Liuzza Jr. directly holds 544,874 shares of Red Cat common stock. This total includes the 7,429 shares issued upon vesting and reflects his direct ownership position reported in the Form 4.

What equity award for Red Cat (RCAT) vested for Nicholas Liuzza Jr.?

An award of 7,429 restricted stock units granted on May 22, 2025 vested on April 30, 2026. Each restricted stock unit represented a contingent right to receive one share of Red Cat common stock, which was delivered upon this scheduled vesting.

Does this Red Cat (RCAT) Form 4 show any remaining derivative securities?

No remaining derivative securities are shown in the derivative summary after this vesting. The 7,429 restricted stock units were settled into an equal number of common shares, and the filing lists zero restricted stock units following the transaction.