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Red Cat Holdings, Inc. filed a shelf registration statement on Form S-3 to register the offer and sale, from time to time, of common stock, preferred stock, warrants and units. The registration permits primary sales by the company and resale by named selling stockholders; specific amounts, prices and terms will be set forth in future prospectus supplements.
The company states its common stock trades on The Nasdaq Capital Market and reports a last sale price of $11.25 per share as of May 11, 2026. Use of proceeds from any primary sales is described as for general corporate purposes, with selling stockholders’ proceeds (if any) to be set forth in supplements.
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.
Red Cat Holdings reported that its wholly owned subsidiary Teal Drones received a $9.5 million purchase order from the U.S. Army under its Short Range Reconnaissance Program of Record. The order covers additional drone units that are expected to be delivered in the second quarter of 2026.
This new purchase order indicates continued demand for Teal Drones’ systems from a key U.S. defense customer and provides near-term revenue visibility tied to scheduled deliveries.
Red Cat Holdings reported sharp top-line growth but continued heavy losses for the quarter ended March 31, 2026. Revenue rose to $15.5 million from $1.6 million, driven mainly by scaling drone deliveries to the U.S. Army’s SRR program. Gross margin improved to 13% from a negative 52% as prior-year inventory write-offs subsided.
Operating expenses more than doubled to $29.3 million, led by higher R&D, sales and marketing, and stock-based compensation, resulting in an operating loss of $27.3 million and a net loss of $26.6 million. Cash was $131.9 million with working capital of $190.6 million, reflecting large 2025 equity raises but also a significant inventory build to $50.5 million. The company closed a $19.8 million Apium acquisition and signed a share purchase agreement to acquire Quaze Technologies, subject to Canadian regulatory approval. Management again reported material weaknesses in internal controls and disclosed ongoing contract and shareholder litigation, while stating it has sufficient liquidity for at least the next 12 months.
Red Cat Holdings, Inc. posted a dramatic Q1 2026 revenue surge to $15.5 million, up 849% from $1.6 million a year earlier. The company swung gross margin to 12.7% from a negative 52.1%, generating $2.0 million of gross profit versus a prior gross loss.
Despite stronger sales and margins, operating expenses rose sharply, leading to an operating loss of $27.3 million and a net loss of $26.6 million, or $0.22 per share. Cash fell to $131.9 million as the company invested heavily in inventory, property, and acquisitions, while Adjusted EBITDA remained negative at $21.5 million.
Management highlighted new military and defense contracts, strategic partnerships in Ukraine and Asia-Pacific, the acquisition of Apium Swarm Robotics, and a pending purchase of Quaze Technologies. They are targeting short- to medium-term annual revenue between $150 million and $180 million as they scale drone and uncrewed surface vessel platforms.
Red Cat Holdings, Inc. director Funk Paul II settled a previously granted equity award into common shares. On April 30, 2026, 7,429 restricted stock units converted into 7,429 shares of Red Cat common stock at a stated price of $0.00 per share.
These restricted stock units were originally granted on May 22, 2025 and vested on April 30, 2026, when they were settled in shares on their scheduled vesting date. After this settlement, Funk Paul II directly holds 165,028 shares of Red Cat common stock and no restricted stock units remain outstanding from this grant.
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.
Red Cat Holdings director Joseph David Freedman settled restricted stock units into common shares. On April 30, 2026, 7,429 restricted stock units vested and were converted into 7,429 shares of Red Cat common stock at no cash exercise price. Following this settlement, he directly held 342,689 shares of common stock. The RSUs were originally granted on May 22, 2025, and this transaction reflects routine equity compensation vesting rather than an open-market purchase or sale.
Red Cat Holdings director Christopher R. Moe reported a routine equity compensation event. On April 30, 2026, he exercised 7,429 restricted stock units, receiving 7,429 shares of Red Cat common stock at a stated price of $0.00 per share.
The footnotes explain these restricted stock units were originally granted on May 22, 2025 and vested on April 30, 2026, with each unit converting into one share. After this settlement, Moe directly holds 230,502 shares of Red Cat common stock, and there are no remaining RSUs from this grant.