Red Cat CEO settles forward, sells 150K shares

RCAT’s CEO reported settling a 750,000‑share prepaid forward, selling 150,000 shares, and entering a new prepaid forward on up to 1.5 million shares.

Rhea-AI Filing Summary

Red Cat Holdings, Inc. (RCAT) insider Jeffrey M. Thompson, Chairman, CEO and more-than-10% owner, reported complex share transactions involving variable prepaid forward contracts and an open-market sale. On September 15, 2026 he settled a September 2025 variable prepaid forward by delivering 750,000 shares of common stock to the dealer, satisfying an obligation for which he had previously received $6,565,293.75. On the same date he also sold 150,000 common shares at a weighted average price of $7.74 per share under a Rule 10b5-1 trading plan, with trades executed between $7.64 and $7.89. Earlier, on January 14, 2026, he entered into a separate variable prepaid forward contract covering up to 1,500,000 shares, receiving $17,136,900.00 up front; that contract is scheduled to settle on January 25, 2027 based on the volume weighted average price relative to floor and cap prices, and he may elect to settle it in cash and retain the pledged shares.

Insider Trade Summary 10b5-1

Net Seller: 150,000 shares

Net Sell 5 txns

Insider Thompson Jeffrey M

Role Chairman of the Board, CEO

Sold 150,000 shs ($1.16M)

Type	Security	Shares	Price	Value
Other	Forward Sale Contract (obligation to sell) F3	750,000	$0.00	$0.00
Other	Common Stock F3	750,000	--	--
Sale	Common Stock F6, F7	150,000	$7.74	$1.16M
Other	Forward Sale Contract (obligation to sell) F4, F5	1,500,000	--	--
Other	Forward Sale Contract (obligation to sell) F1, F2	750,000	--	--

Holdings After Transaction: Forward Sale Contract (obligation to sell) — 1,500,000 contracts (Direct); Common Stock — 11,712,202 shares (Direct)

Footnotes (7)

1. F1. As previously reported on Form 144 filed by the Reporting Person on September 12, 2025, the Reporting Person entered into a variable prepaid forward contract with an unaffiliated third-party dealer, dated September 15, 2025 (the "September 2025 Contract"). The September 2025 Contract required the Reporting Person to deliver to the buyer up to 750,000 shares of the Issuer's common stock (the "Pledged Shares"), on September 15, 2026, the settlement date. In exchange, the Reporting Person received an up-front cash payment of $6,565,293.75. The contract provides that the actual number shares of common stock to be delivered by the Reporting Person on the settlement date is determined based on the volume weighted average price of the Issuer's common stock at settlement relative to an agreed forward floor price of $9.14 per share and forward cap price of $13.44 per share, with the aggregate number shares deliverable not to exceed 750,000 shares of common stock.
2. F2. (continued from footnote 1) The Pledged Shares were held in a collateral account for the account of the Reporting Person, with the buyer or its affiliate having a security interest in such account. Unless and until an event of default or similar triggering event occurred under the pledge, the Reporting Person retained the right to vote the Pledged Shares, and dividends on the Pledged Shares were, subject to certain payment obligations to the buyer, ultimately for the account of the Reporting Person.
3. F3. On September 15, 2026, the Reporting Person settled the September 2025 Contract described in footnotes 1 and 2 above. On September 15, 2026, the settlement price was the forward floor price of $9.14. Accordingly, the Reporting Person transferred to the purchaser all 750,000 of the Pledged Shares.
4. F4. As previously reported on Form 144 filed by the Reporting Person on December 29, 2025, the Reporting Person entered into a variable prepaid forward contract with an unaffiliated third-party dealer, dated January 14, 2026 (the "January 2026 Contract"). The January 2026 Contract required the Reporting Person to deliver to the buyer up to 1,500,000 shares of the Issuer's common stock (the "Pledged Shares"), on January 25, 2027, the settlement date. In exchange, the Reporting Person received an up-front cash payment of $17,136,900.00. The actual number shares of common stock to be delivered by the Reporting Person on the settlement date will be determined based on the volume weighted average price of the Issuer's common stock at settlement relative to an agreed forward floor price of $11.88 per share and forward cap price of $15.58 per share, with the aggregate number shares deliverable not to exceed 1,500,000 shares of common stock.
5. F5. (continued from footnote 4) The Reporting Person has the right to elect to settle the January 2026 Contract in cash and thereby retain ownership of the Pledged Shares. The Pledged Shares are held in a collateral account for the account of the Reporting Person, with the buyer or its affiliate having a security interest in such account. Unless and until an event of default or similar triggering event occurs under the pledge, the Reporting Person retains the right to vote the Pledged Shares, and dividends on the Pledged Shares are, subject to certain payment obligations to the buyer, ultimately for the account of the Reporting Person.
6. F6. The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on March 31, 2026.
7. F7. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $7.64 to $7.89. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, 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 range set forth in this footnote.

Key Figures

Shares delivered under September 2025 contract: 750,000 shares Up-front payment for September 2025 contract: $6,565,293.75 Open-market sale shares: 150,000 shares +5 more

8 metrics

Shares delivered under September 2025 contract 750,000 shares Pledged shares of Red Cat common stock delivered at settlement on September 15, 2026

Up-front payment for September 2025 contract $6,565,293.75 Cash received by the insider when entering the September 2025 variable prepaid forward

Open-market sale shares 150,000 shares Common stock sold on September 15, 2026 under a Rule 10b5-1 plan

Weighted average sale price $7.74 per share Weighted average price for the 150,000 shares sold, with a range of $7.64–$7.89

Maximum shares under January 2026 contract 1,500,000 shares Maximum number of Red Cat common shares deliverable on January 25, 2027

Up-front payment for January 2026 contract $17,136,900.00 Cash received when the insider entered the January 2026 variable prepaid forward

Forward floor and cap prices (September 2025 contract) $9.14 floor; $13.44 cap Price bounds used to determine shares deliverable at settlement for the September 2025 contract

Forward floor and cap prices (January 2026 contract) $11.88 floor; $15.58 cap Price bounds used to determine shares deliverable at settlement for the January 2026 contract

Key Terms

variable prepaid forward contract, volume weighted average price, forward floor price, forward cap price, +2 more

6 terms

variable prepaid forward contract financial

"entered into a variable prepaid forward contract with an unaffiliated third-party dealer"

volume weighted average price financial

"determined based on the volume weighted average price of the Issuer's common stock"

The volume weighted average price (VWAP) is a way to measure the average price of a security, such as a stock, over a specific period, taking into account how many units were traded at each price. It’s similar to calculating the average cost of items bought when some are more frequently purchased than others. Investors use VWAP to assess whether a security is being bought or sold at a fair price during trading.

forward floor price financial

"relative to an agreed forward floor price of $9.14 per share"

forward cap price financial

"and forward cap price of $13.44 per share"

Rule 10b5-1 trading plan regulatory

"effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person"

A Rule 10b5-1 trading plan is a pre-arranged schedule that allows company insiders to buy or sell stock at specific times, even if they have inside information. It helps prevent accusations of unfair trading by making these transactions look planned and transparent, rather than sneaky or illegal.

collateral account financial

"The Pledged Shares were held in a collateral account for the account of the Reporting Person"

A collateral account is a dedicated account where assets are held as security for a loan, margin position, or other obligation so the lender or counterparty can seize or liquidate them if the borrower fails to meet terms. For investors, collateral accounts matter because they reduce credit risk, affect a borrower’s liquidity and access to financing, and can trigger transfers or margin calls that change cash flow—think of it like an escrow or locked deposit that guarantees a promise.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What insider transactions did RCAT’s CEO report on September 15, 2026?

He settled a variable prepaid forward by delivering 750,000 shares of Red Cat common stock and separately sold 150,000 shares at a weighted average price of $7.74 per share, with individual trades between $7.64 and $7.89.

What are the key terms of the September 2025 variable prepaid forward for RCAT?

The September 2025 contract covered up to 750,000 shares, provided an up-front payment of $6,565,293.75, and settled on September 15, 2026 at a forward floor price of $9.14 per share, leading to delivery of all 750,000 pledged shares.

What are the key terms of the January 2026 variable prepaid forward for RCAT?

The January 2026 contract covers up to 1,500,000 shares, with an up-front payment of $17,136,900.00. Settlement is due January 25, 2027, based on volume weighted average price versus a $11.88 floor and $15.58 cap, with a maximum of 1,500,000 shares deliverable.

Was the RCAT insider’s September 15, 2026 stock sale under a Rule 10b5-1 plan?

Yes. The 150,000-share sale of Red Cat common stock on September 15, 2026 was effected under a Rule 10b5-1 trading plan that Jeffrey M. Thompson adopted on March 31, 2026, according to the filing’s footnote.

Does the RCAT insider retain voting rights on shares pledged under the January 2026 forward?

Yes. The filing states that for the January 2026 contract, the pledged shares are held in a collateral account, and unless an event of default or similar event occurs, the insider retains the right to vote the pledged shares and receive dividends subject to certain payment obligations.

How is the number of RCAT shares to be delivered under the January 2026 forward determined?

The number of shares deliverable, up to 1,500,000, will be based on the volume weighted average price of Red Cat common stock at settlement relative to the $11.88 floor and $15.58 cap, as described in the contract terms.

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

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Available on EDGAR 09/17/2026 - 08:56 PM Accepted by SEC EDGAR 09/17/2026 - 08:56 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).

X

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)
09/15/2025

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	09/15/2026		J/K(3)		750,000	D	(3)	11,862,202	D
Common Stock	09/15/2026		S(6)		150,000	D	$7.74(7)	11,712,202	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
Forward Sale Contract (obligation to sell)	(1)(2)	09/15/2025		J/K(1)(2)		750,000		09/15/2026	09/15/2026	Common Stock	750,000	(1)(2)	750,000	D
Forward Sale Contract (obligation to sell)	(3)	09/15/2026		J/K(3)			750,000	09/15/2026	09/15/2026	Common stock	750,000	$0	0	D
Forward Sale Contract (obligation to sell)	(4)(5)	01/14/2026		J/K(4)(5)		1,500,000		01/25/2027	01/25/2027	Common stock	1,500,000	(4)(5)	1,500,000	D

Explanation of Responses:

1. As previously reported on Form 144 filed by the Reporting Person on September 12, 2025, the Reporting Person entered into a variable prepaid forward contract with an unaffiliated third-party dealer, dated September 15, 2025 (the "September 2025 Contract"). The September 2025 Contract required the Reporting Person to deliver to the buyer up to 750,000 shares of the Issuer's common stock (the "Pledged Shares"), on September 15, 2026, the settlement date. In exchange, the Reporting Person received an up-front cash payment of $6,565,293.75. The contract provides that the actual number shares of common stock to be delivered by the Reporting Person on the settlement date is determined based on the volume weighted average price of the Issuer's common stock at settlement relative to an agreed forward floor price of $9.14 per share and forward cap price of $13.44 per share, with the aggregate number shares deliverable not to exceed 750,000 shares of common stock.

2. (continued from footnote 1) The Pledged Shares were held in a collateral account for the account of the Reporting Person, with the buyer or its affiliate having a security interest in such account. Unless and until an event of default or similar triggering event occurred under the pledge, the Reporting Person retained the right to vote the Pledged Shares, and dividends on the Pledged Shares were, subject to certain payment obligations to the buyer, ultimately for the account of the Reporting Person.

3. On September 15, 2026, the Reporting Person settled the September 2025 Contract described in footnotes 1 and 2 above. On September 15, 2026, the settlement price was the forward floor price of $9.14. Accordingly, the Reporting Person transferred to the purchaser all 750,000 of the Pledged Shares.

4. As previously reported on Form 144 filed by the Reporting Person on December 29, 2025, the Reporting Person entered into a variable prepaid forward contract with an unaffiliated third-party dealer, dated January 14, 2026 (the "January 2026 Contract"). The January 2026 Contract required the Reporting Person to deliver to the buyer up to 1,500,000 shares of the Issuer's common stock (the "Pledged Shares"), on January 25, 2027, the settlement date. In exchange, the Reporting Person received an up-front cash payment of $17,136,900.00. The actual number shares of common stock to be delivered by the Reporting Person on the settlement date will be determined based on the volume weighted average price of the Issuer's common stock at settlement relative to an agreed forward floor price of $11.88 per share and forward cap price of $15.58 per share, with the aggregate number shares deliverable not to exceed 1,500,000 shares of common stock.

5. (continued from footnote 4) The Reporting Person has the right to elect to settle the January 2026 Contract in cash and thereby retain ownership of the Pledged Shares. The Pledged Shares are held in a collateral account for the account of the Reporting Person, with the buyer or its affiliate having a security interest in such account. Unless and until an event of default or similar triggering event occurs under the pledge, the Reporting Person retains the right to vote the Pledged Shares, and dividends on the Pledged Shares are, subject to certain payment obligations to the buyer, ultimately for the account of the Reporting Person.

6. The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on March 31, 2026.

7. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $7.64 to $7.89. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, 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 range set forth in this footnote.

	/s/ Jeffrey M. Thompson	09/17/2026
	** 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)