Swarmer signs $3.9M UAV software license deals

Swarmer, Inc., through its Estonian subsidiary, entered amended and new software licensing agreements totaling approximately $3.9 million in initial lump-sum license fees.

Rhea-AI Filing Summary

Swarmer, Inc., through its Estonian subsidiary, entered amended and new software licensing agreements totaling approximately $3.9 million in initial lump-sum license fees. An amended and restated Master Supplier Agreement with Meta Bureau LLC reduced initial license fees to about $2.5 million and removed options for additional software upgrades.

On the same date, Swarmer Estonia signed a new Master Supplier Agreement with Progress TRW S.R.O., adding initial lump-sum license fees of roughly $1.4 million and restoring access to optional software upgrades for up to about $10.4 million in additional fees upon election. Both agreements run for one year and automatically renew for successive one-year periods, with either party able to terminate on 30 days’ written notice.

Insights

Software contracts and revenue recognition analyst

Swarmer reshapes UAV software deals, keeping $3.9M upfront while shifting upgrade economics.

Swarmer amended its Meta Bureau agreement to reduce initial lump-sum license fees to about $2.5 million and remove upgrade options, while adding a new Progress agreement with about $1.4 million in initial fees. Together, these create approximately $3.9 million in upfront license consideration.

The new Progress MSA reintroduces software upgrade opportunities, with potential additional fees up to about $10.4 million if elected in full. Both agreements have one-year terms with automatic annual renewal and 30-day termination rights, so the durability of this revenue depends on counterparties maintaining and expanding their use of Swarmer’s software.

Because the upgrades are at the customer’s election and spread over future periods, actual realization of the up to $10.4 million is uncertain from this disclosure alone. Future quarterly reports, starting with the June 30, 2026 Form 10-Q, will show how much of these amounts convert into recognized revenue.

8-K Event Classification

Item 1.01 — Entry into a Material Definitive Agreement

1 item

Item 1.01 Entry into a Material Definitive Agreement Business

The company signed a significant contract such as a merger agreement, credit facility, or major partnership.

Key Figures

Amended Meta initial license fees: $2.5 million Progress initial license fees: $1.4 million Total initial license fees: $3.9 million +3 more

6 metrics

Amended Meta initial license fees $2.5 million Initial lump-sum license fees under A&R MB MSA

Progress initial license fees $1.4 million Initial lump-sum license fees under Progress MSA

Total initial license fees $3.9 million Aggregate initial lump-sum fees from both MSAs

Potential upgrade fees $10.4 million Maximum additional fees for software upgrades under Progress MSA

Agreement term One year Initial term for both A&R MB MSA and Progress MSA

Termination notice period 30 days Written notice required to terminate either MSA

Key Terms

Material Definitive Agreement, Master Supplier Agreement, initial lump-sum license fees, software upgrades, +1 more

5 terms

Material Definitive Agreement regulatory

"Item 1.01 Entry into a Material Definitive Agreement"

A material definitive agreement is a legally binding contract that creates major, long‑term obligations or rights for a company, such as loans, asset sales, mergers, or supplier deals. Think of it like a mortgage or lease for a business: it can change future cash flow, risk and control, so investors watch these agreements closely because they can materially affect a company’s value, financial health and stock price.

Master Supplier Agreement financial

"entered into a Master Supplier Agreement (“MB MSA”) with Meta Bureau LLC"

initial lump-sum license fees financial

"the initial lump-sum license fees payable by were reduced to approximately $2.5 million"

software upgrades technical

"option for additional software upgrades under the MB MSA were eliminated"

automatically renew regulatory

"shall automatically renew for successive one-year periods subject to termination"

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

Understanding 8-K Material Events →

See more from StockTitan in Google Search and AI answers. Adds StockTitan as a preferred source · opens Google

Add on Google Not now

Accepted by SEC EDGAR 06/30/2026 - 05:20 PM Learn about SEC filing dates

false 0002092574 0002092574 2026-06-25 2026-06-25 iso4217:USD xbrli:shares iso4217:USD xbrli:shares

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): June 25, 2026

Swarmer, Inc

(Exact name of registrant as specified in its charter)

Delaware		001-43192		93-1378503
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

4515 Seton Center Pkwy #330, Austin, TX 78759

(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code: (512) 305-3513

Not applicable

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e- 4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol		Name of each exchange on which registered
Common Stock, par value $0.00001 per share		SWMR		The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company x

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Item 1.01 Entry into a Material Definitive Agreement

As previously disclosed, on May 11, 2026, Swarmer, Inc’s (the “Company”) wholly-owned subsidiary, Swarmer Estonia OÜ (“Swarmer Estonia”), a private limited company organized under the laws of Estonia, entered into a Master Supplier Agreement (“MB MSA”) with Meta Bureau LLC (“MB”) for the use of the Company’s proprietary software in MB’s quadcopter bombers and other unmanned aerial vehicles pursuant to three licenses.

On June 25, 2026, Swarmer Estonia entered into an Amended and Restated Master Supplier Agreement (the “A&R MB MSA”) with MB, pursuant to which the initial lump-sum license fees payable by MB were reduced to approximately $2.5 million and the option for additional software upgrades under the MB MSA were eliminated. The A&R MB MSA retains the initial one-year term, which shall automatically renew for successive one-year periods subject to termination upon 30-days written notice.

On June 25, 2026, in connection with the entry into the A&R MB MSA, Swarmer Estonia entered into a Master Supplier Agreement (“Progress MSA”) with Progress TRW S.R.O. (“Progress”) for the use of the Company’s proprietary software in MB’s quadcopter bombers and other unmanned aerial vehicles. The Progress MSA includes initial lump-sum license fees in an aggregate amount of approximately $1.4 million, for an aggregate of approximately $3.9 million in initial lump-sum license fees payable to the Company pursuant to the A&R MB MSA and Progress MSA. Additionally, the Progress MSA provides for additional software upgrades upon Progress’ election, with additional fees of up to approximately $10.4 million upon any such election in full, which upgrades were previously reflected in the MB MSA prior to its amendment. The Progress MSA has an initial term of one year, which term shall automatically renew for successive one-year periods subject to termination upon 30-days written notice.

The foregoing summaries of the A&R MB MSA and Progress MSA are not complete and are qualified in their entirety by reference to the full text of the A&R MB MSA and Progress MSA, respectively, copies of which the Company expects to file with the U.S. Securities and Exchange Commission as an exhibit to its Quarterly Report on Form 10-Q for the quarter ending June 30, 2026.

Signatures

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed by the undersigned hereunto duly authorized.

	Swarmer, Inc
Date: June 30, 2026	By:	/s/ Alexander Fink
	Name:	Alexander Fink
	Title:	Chief Executive Officer (U.S.) and President

Filing Exhibits & Attachments

3 documents

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA 2.9 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE 33.4 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE 21.8 KB