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Swarmer, Inc. Schedule 13G filed reporting that Michael Rapoport beneficially owns 1,095,000 shares of common stock, representing 9.9% of the outstanding shares. The filing states this ownership consists of 475,000 shares held by Broadband Capital Investments LLC and 620,000 shares held by Michael Rapoport Roth IRA.
The filing references a Form 8-K indicating 10,998,609 shares outstanding as of the completion of the offering described therein. The Reporting Person discloses sole voting and dispositive power over the disclosed holdings.
Alexander Fink, President and U.S. CEO of Swarmer, Inc., reports beneficial ownership of 1,483,551 Swarmer common shares, representing 13.4% of the class. This includes 1,410,975 shares of common stock, 55,910 restricted stock units vesting within 60 days, and 16,666 option shares vesting within 60 days.
The ownership percentage is based on 10,998,609 shares outstanding as reported in a recent Form 8-K. Additional awards not counted in this figure include 1,285,930 RSUs and 383,334 option shares vesting beyond 60 days. Fink holds the stake for general investment purposes and may increase or decrease his position over time.
Under an employment agreement, he is entitled to a $250,000 annual base salary, 1,341,840 RSUs and 400,000 options that vest monthly over 48 months, with full vesting upon a change of control. A lockup agreement restricts most sales for six months after the initial public offering, subject to specified exceptions.
Swarmer, Inc. received a Schedule 13D from director Philip Wagenheim, who reports beneficial ownership of 1,124,981 shares of common stock, representing 10.2% of the class based on 10,998,609 shares outstanding. The shares are held through Theseus Capital Partners, LLC, where he has sole voting and dispositive power.
Theseus also holds Warrants for 899,988 additional shares at an exercise price of $3.3334 per share, expiring on March 16, 2031, but a 4.99% beneficial ownership blocker currently prevents any exercise. Wagenheim holds the investment for general investment purposes and may increase or decrease the position over time. He is party to an Investors' Rights Agreement granting registration rights and is subject to a six‑month IPO lockup with specified exceptions.
Swarmer, Inc. CEO Serhii Kupriienko filed a Schedule 13D reporting beneficial ownership of 3,807,595 shares of common stock, representing 25.7% of the class, based on 10,998,609 shares outstanding as reported in a recent Form 8-K.
The reported stake consists of 3,409,856 shares underlying vested options, 55,910 restricted stock units vesting within 60 days, and 341,829 additional option shares vesting within 60 days. Additional awards of 1,285,930 RSUs and 2,292,215 option shares vest beyond 60 days and are not included in the 25.7% figure.
Kupriienko serves as Global CEO under an employment agreement providing a $250,000 initial annual base salary plus equity grants of 1,341,840 RSUs and 400,000 options that vest in equal monthly installments over 48 months, with full vesting upon a change of control. In connection with the company’s initial public offering, he is subject to a six‑month lockup restricting sales of common stock, subject to customary exceptions such as certain gifts, estate transfers, and 10b5‑1 trading plans.
Swarmer, Inc director, officer and 10% owner Alexander Fink reported receiving significant equity compensation on March 18, 2026. He was granted 1,341,840 restricted stock units that vest monthly over four years, subject to continued service. He also received a stock option for 400,000 shares of common stock at an exercise price of $5.00 per share, vesting on the same schedule and expiring on March 18, 2036. Following these awards, his directly held common stock position increased to 2,752,815 shares, alongside the new option grant for 400,000 underlying shares.
Swarmer, Inc reported that director, officer and 10% owner Serhii Kupriienko received significant equity awards as part of his employment terms. On March 18, 2026, he was granted 1,341,840 restricted stock units (RSUs) of common stock and a stock option for 400,000 shares with a $5.00 exercise price.
Both the RSUs and the option were granted under a previously approved employment agreement and vest over four years, with 1/48 of each award vesting monthly, contingent on continued service. These are compensation-related grants, not open-market purchases or sales.
Swarmer, Inc. insider Philip Wagenheim reported a conversion of preferred shares into common stock through an affiliated entity. Theseus Capital Partners, LLC converted 597,980 shares of Series A-1 Preferred Stock into 1,124,981 shares of common stock on a 1-for-1.8813 basis at a stated price of $0.00 per share.
After the conversion, Theseus holds 1,124,981 Swarmer common shares indirectly for Wagenheim, while the Series A-1 Preferred position reported in this filing is reduced to zero. Wagenheim is the managing partner of Theseus and may be deemed to share voting and dispositive power over these common shares.
Swarmer, Inc. director-related entity Green Flag Fund I, L.P. converted Series A-1 and Series A-4 Preferred Stock into common stock of Swarmer, Inc. on March 18, 2026. The preferred shares converted on a 1-for-1.8813 basis into common stock.
After these derivative conversions, Green Flag Fund I, L.P. indirectly holds 499,927 shares of Swarmer common stock. The filing shows no remaining derivative positions tied to these preferred shares.
Swarmer, Inc. completed its initial public offering of 3,450,000 shares of common stock at a public offering price of $5.00 per share, including the full exercise of the underwriters’ option. The gross proceeds were approximately $17.3 million and the net proceeds were approximately $14.7 million after underwriting discounts and estimated expenses.
In connection with the IPO closing, Swarmer’s Third Amended and Restated Certificate of Incorporation and Amended and Restated Bylaws became effective, authorizing 200,000,000 shares of common stock and 10,000,000 shares of preferred stock. The company also approved its 2026 Equity Incentive Plan.
Upon closing of the IPO, all outstanding Series A Preferred Stock converted into 6,137,634 shares of common stock and pre-funded warrants to purchase up to 1,799,970 shares of common stock at an exercise price of $0.01 per share. After the IPO and this conversion, Swarmer has 10,998,609 shares of common stock outstanding, with the pre-funded warrants immediately exercisable.