Swarmer director reports 1.1M-share distribution
Swarmer, Inc (SWMR) director Philip Wagenheim reported several indirect transactions through Theseus Capital Partners, LLC.
Rhea-AI Filing Summary
Swarmer, Inc (SWMR) director Philip Wagenheim reported several indirect transactions through Theseus Capital Partners, LLC. On September 15, 2026, Theseus made a pro rata distribution of 1,124,981 shares of common stock to its members, reducing Wagenheim’s beneficial ownership. On September 16, 2026, Theseus exercised in full 899,988 common stock purchase warrants via a cashless exercise, resulting in the net issuance of 819,487 shares of common stock after 80,501 shares were withheld for the aggregate exercise price of $3.3334 per warrant share. The warrant shares are subject to a six‑month lock‑up, and Wagenheim also reports 87,749 shares of common stock held directly.
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Insights
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Insider Trade Summary
899,988 shares exercised/converted
Exercise
4 txns
Insider
WAGENHEIM PHILIP
Role
Director
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| In-the-Money Exercise | Warrants F3, F4, F6, F7 | 899,988 | -- | -- |
| In-the-Money Exercise | Common Stock F3, F4, F5 | 819,487 | $3.3334 | $2.73M |
| Other | Common Stock F1, F2 | 1,124,981 | $0.00 | $0.00 |
| holding | Common Stock | -- | -- | -- |
Holdings After Transaction:
Warrants — 0 contracts (Indirect, Theseus Capital Partners, LLC);
Common Stock — 819,487 shares (Indirect, Theseus Capital Partners, LLC);
Common Stock — 87,749 shares (Direct)
Footnotes (7)
- F1. Pro rata distribution by Theseus Capital Partners, LLC ("Theseus"). The Reporting Person is the managing member of Theseus and may be deemed to share voting and dispositive power over the shares held by Theseus.
- F2. On September 15, 2026, Theseus made a distribution of 1,124,981 shares of common stock to the members of Theseus on a pro rata basis in accordance with the terms of its Operating Agreement. The disposition reflects the Reporting Person's reduction in beneficial ownership resulting from such distribution.
- F3. On September 16, 2026, the Reporting Person, through Theseus, exercised in full all 899,988 Common Stock Purchase Warrants (the "Warrants") held by Theseus pursuant to the cashless exercise provision contained therein (the "Warrant Exercise"). Under the terms of the cashless exercise, no cash consideration was paid to the Issuer. Instead, a portion of the shares of Common Stock otherwise issuable upon exercise of the Warrants was withheld by the Issuer in satisfaction of the aggregate exercise price of $3.3334 per warrant share. Based on a price of $37.2672 per share (the price per share as determined pursuant to the cashless exercise provision of the Warrants), the cashless exercise of all 899,988 Warrants resulted in the issuance to Theseus (or its designee) of 819,487 shares of Common Stock (the "Warrant Shares"), after withholding 80,501 shares in payment of the aggregate exercise price. The Warrant Shares are subject to the beneficial ownership limitation of 4.99%
- F4. (the "Beneficial Ownership Limitation") set forth in the Warrants, and any Warrant Shares in excess of the Beneficial Ownership Limitation are held in abeyance and will not be issued to the Reporting Person until they are able to be received in accordance with the terms of the Warrants (and thus the Reporting Person does not beneficially own shares held in abeyance). Of the Warrant Shares, 768,971 shares were initially issued to Theseus, and the remaining 50,516 shares were held in abeyance. Subsequent to the initial issuance and prior to the date hereof, the remaining 50,516 shares initially held in abeyance were issued to Theseus following an increase in the number of the Issuer's shares outstanding. The foregoing description of the Warrants and the cashless exercise is qualified in its entirety by the terms and conditions of the Warrants, a form of which was filed as Exhibit 4.3 to the Issuer's Registration Statement on Form S-1/A filed with the SEC on February 19, 2026.
- F5. In connection with the Warrant Exercise, the Reporting Person entered into a lock-up agreement with the Issuer (the "Lock-Up Agreement") dated as of September 17, 2026, pursuant to which the Reporting Person agreed that all shares of Common Stock received upon exercise of the Warrants (including any shares held in abeyance) are subject to certain transfer restrictions for a six-month period as set forth in the Lock-Up Agreement. The foregoing description of the Lock-Up Agreement is qualified in its entirety by the terms and conditions of the Lock-Up Agreement.
- F6. The Warrants were immediately exercisable upon the completion of the Issuer's initial public offering.
- F7. The Warrants will expire upon the earlier of (i) 5:00 p.m. Eastern Time on the 5-year anniversary of the effectiveness of the Issuer's registration statement filed in connection with its initial public offering and (ii) 5:00 p.m. Eastern Time on March 22, 2027.
Key Figures
Pro rata distribution shares: 1,124,981 shares
Warrants exercised: 899,988 warrants
Net shares from cashless exercise: 819,487 shares
+5 more
8 metrics
Pro rata distribution shares
1,124,981 shares
Common stock distributed by Theseus Capital Partners on September 15, 2026
Warrants exercised
899,988 warrants
Common stock purchase warrants exercised via cashless exercise on September 16, 2026
Net shares from cashless exercise
819,487 shares
Common stock issued to Theseus (or designee) after cashless exercise and share withholding
Shares withheld for exercise price
80,501 shares
Shares of common stock withheld to pay the aggregate exercise price of the warrants
Exercise price per warrant share
$3.3334 per share
Aggregate exercise price used in the cashless warrant exercise
Reference price per share
$37.2672 per share
Price per share determined under the cashless exercise provision of the warrants
Direct common stock holdings
87,749 shares
Shares of Swarmer, Inc. common stock held directly by Wagenheim as of September 15, 2026
Beneficial Ownership Limitation
4.99%
Maximum beneficial ownership for warrant shares under the warrants’ terms
Key Terms
cashless exercise, Beneficial Ownership Limitation, pro rata distribution, lock-up agreement, +2 more
6 terms
cashless exercise financial
"exercised in full all 899,988 Common Stock Purchase Warrants ... pursuant to the cashless exercise provision"
A cashless exercise is a way for an option holder to convert stock options into actual shares without paying the purchase price in cash; instead they immediately give up a portion of the newly issued shares to cover the cost and any withholding taxes. Investors care because this process increases the number of shares available and can slightly dilute existing holdings, while also signaling how insiders or employees are realizing compensation without needing cash — similar to paying for a purchase by handing over part of what you just bought.
Beneficial Ownership Limitation financial
"The Warrant Shares are subject to the beneficial ownership limitation of 4.99%"
A beneficial ownership limitation is a rule that caps the percentage of a company’s shares an investor can be treated as owning or controlling for voting, regulatory or tax purposes. It matters to investors because it can restrict how many shares a person or group can buy or vote, affect takeover chances, and influence share liquidity and value — like a speed limit that prevents any single driver from taking over the whole road.
pro rata distribution financial
"On September 15, 2026, Theseus made a distribution of 1,124,981 shares ... on a pro rata basis"
A pro rata distribution is when a company or organization shares out money, assets, or benefits evenly among all eligible people based on their size or share. For example, if a company makes a profit and distributes it to shareholders, each person gets a portion proportional to how many shares they own. It ensures everyone gets their fair part based on their ownership or stake.
lock-up agreement financial
"the Reporting Person entered into a lock-up agreement with the Issuer"
A lock-up agreement is a contract that prevents company insiders and early investors from selling their shares for a fixed period after a stock sale, often after an initial public offering. It matters to investors because it temporarily limits the number of shares that can hit the market, which can keep the share price steadier; when the lock-up ends, a sudden increase in available shares can create extra volatility, revealing insiders’ confidence or lack thereof.
beneficial ownership financial
"The disposition reflects the Reporting Person's reduction in beneficial ownership"
Beneficial ownership means the person or entity that actually enjoys the benefits of owning shares or other assets — such as receiving dividends, voting rights, or price gains — even if the legal title is held in another name. For investors it matters because knowing who truly controls and profits from a company reveals who can influence decisions, exposes potential conflicts of interest or hidden concentration of power, and affects transparency and risk in the stock.
dispositive power financial
"may be deemed to share voting and dispositive power over the shares held"
Dispositive power is the authority to decide the final outcome of an asset, legal claim, contract, or corporate action — in effect the power to dispose of or resolve something. For investors it matters because whoever holds that authority can determine who gets paid, who controls an asset or vote, and how risks and returns are allocated; think of it like holding the key that lets you lock in the winner or loser in a deal.
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
How many SWMR warrants did Theseus Capital Partners exercise and on what terms?
On September 16, 2026, Theseus exercised in full 899,988 common stock purchase warrants via a cashless exercise. At an exercise price of $3.3334 per warrant share and a reference price of $37.2672 per share, This produced 819,487 net shares after withholding 80,501 shares.
What SWMR holdings does Philip Wagenheim report directly after these transactions?
Separately from the Theseus transactions, Wagenheim reports 87,749 shares of SWMR common stock held directly as of September 15, 2026, in addition to indirect interests through Theseus Capital Partners, LLC described in the filing.
Were Wagenheim’s SWMR transactions made under a Rule 10b5-1 trading plan?
No. The filing’s Rule 10b5‑1 checkbox is not marked as an affirming trading plan, and the footnotes describing the pro rata distribution and the cashless warrant exercise do not indicate that these transactions were executed under a Rule 10b5‑1 plan.
AI-generated analysis. How Rhea-AI works. Not financial advice.
