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Red Cat Holdings, Inc. files an S-3 shelf registration that discloses a material acquisition and describes the securities offering mechanics to be provided under the prospectus. In September 2024 the company acquired FlightWave Aerospace Systems Corporation for a total purchase price of $14.0 million and established a new subsidiary, FW Acquisition Inc., for ongoing operations. The prospectus text lists detailed terms that will apply to any offered warrants and securities, including exercise mechanics, pricing possibilities, transferability, adjustment provisions, tax considerations and related underwriting and distribution arrangements. The filing also identifies categories of offering expenses such as FINRA fees, accounting, legal and transfer agent fees and lists multiple filings incorporated by reference into the registration statement.
Form 144 Notice: This filing by a person associated with Red Cat Holdings, Inc. (RCAT) notifies the proposed sale of 30,000 common shares through Merrill Lynch with an aggregate market value of $303,404.87, anticipated on 09/11/2025 on NASQ. The shares were acquired mostly as stock bonuses in 2023 (20,000 on 07/14/2023, 2,963 on 07/14/2023 and 7,037 on 11/01/2023) and were received as compensation. The filer also reported prior sales during the past three months totaling 46,833 shares generating gross proceeds of $440,833.45 across four sales in August and September 2025. The notice includes the mandatory representation that the seller knows of no undisclosed material adverse information.
Red Cat Holdings, Inc. (RCAT) Form 144 shows an anticipated sale of 10,000 common shares valued at $89,000, with an approximate sale date of 09/08/2025 on NASQ. The filing reports these shares were acquired on 07/14/2023 as a stock bonus from Red Cat Holdings Inc. and were issued as compensation.
The filer also disclosed three sales in August 2025: 10,000 shares on 08/20/2025 for $89,300, 16,833 shares on 08/21/2025 for $161,247, and 10,000 shares on 08/25/2025 for $100,359. The filing states there is no undisclosed material adverse information known to the seller.
Red Cat Holdings, Inc. has changed its independent registered public accounting firm, dismissing dbbmckennon LLC and appointing KPMG LLP as auditor for the fiscal year ending December 31, 2025. The company states that dbbmckennon’s reports on its financial statements for the eight months ended December 31, 2024 and the years ended April 30, 2024 and 2023 contained no adverse opinions, disclaimers, or qualifications as to uncertainty, scope, or principles. Red Cat reports no disagreements with dbbmckennon on accounting, disclosure, or audit matters and no reportable events, other than a previously disclosed material weakness cited in its recent annual reports. The filing also notes that neither Red Cat nor its representatives consulted KPMG on accounting or auditing issues before the appointment.
Red Cat Holdings (RCAT) Form 144 notice shows a proposed sale of 10,000 common shares through Merrill Lynch with an aggregate market value of $100,359.09, scheduled approximately for 08/25/2025. The shares were acquired as a stock bonus on 02/08/2023 from Red Cat Holdings, with payment characterized as compensation. The filing discloses prior sales by the same person within three months: 10,000 shares on 08/20/2025 for $89,300.00 and 16,833 shares on 08/21/2025 for $161,247.00. The filer attests there is no undisclosed material adverse information about the issuer.
Christopher R. Moe, a director of Red Cat Holdings, Inc. (RCAT), reported two open-market sales of common stock. On 08/20/2025 he sold 10,000 shares at $8.93 per share, leaving him with 129,906 shares beneficially owned. On 08/21/2025 he sold an additional 16,833 shares at a weighted-average price of $9.58, leaving 113,073 shares beneficially owned. The filing notes the reporting person previously aggregated derivative and non-derivative holdings and will file amended reports to show corrected counts of each security type.
Form 144 notice for Red Cat Holdings, Inc. (RCAT): The filing reports a proposed sale of 26,833 common shares with an aggregate market value of $257,000, to be sold approximately on 08/21/2025 on the NASQ exchange. The shares were acquired as stock bonuses from Red Cat Holdings on five dates in 2022–2023 (04/29/2022, 07/15/2022, 10/31/2022, 01/11/2023, 02/08/2023) totaling the same 26,833 shares. The filing lists prior sales by the same person, Christopher Moe, of 10,000 shares on 08/20/2025 and 10,000 and 6,833 shares on 08/21/2025, with combined gross proceeds of $250,547. Outstanding shares reported: 99,764,256. The filer certifies no undisclosed material adverse information.
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.
Red Cat Holdings (RCAT) held its 2025 Annual Meeting of Stockholders on June 18, with 50,411,836 shares represented out of 90,514,996 total outstanding shares. The meeting included three key proposals:
1. Board Election Results:
- Jeffrey M. Thompson received strongest support with 22,060,730 votes in favor
- Other directors (Freedman, Funk II, Liuzza Jr., and Moe) received between 9.3-10 million votes each
- Significant broker non-votes of approximately 27.8 million for all candidates
2. Auditor Appointment: Shareholders strongly approved dbbmckennon as independent auditor with 49,006,127 votes in favor.
3. Share Issuance Approval: Stockholders approved issuance of common stock to Lind Global Asset Management XI LLC and X LLC for convertible notes and warrants, with 21,201,292 votes in favor versus 1,119,721 against.