Swarmer (SWMR) insider converts Series A-1 preferred into common shares

Rhea-AI Filing Summary

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.

Insider Trade Summary

597,980 shares exercised/converted

Mixed 2 txns

Insider WAGENHEIM PHILIP

Role Director, 10% Owner

Type	Security	Shares	Price	Value
Conversion	Series A-1 Preferred Stock	597,980	$0.00	--
Conversion	Common Stock	1,124,981	$0.00	--

Holdings After Transaction: Series A-1 Preferred Stock — 0 shares (Indirect, Theseus Capital Partners, LLC); Common Stock — 1,124,981 shares (Indirect, Theseus Capital Partners, LLC)

Footnotes (1)

1. The Series A-1 Preferred Stock converted into shares of common stock on a 1-for-1.8813 basis and had no expiration date. The shares are directly held by Theseus Capital Partners, LLC ("Theseus"). The Reporting Person is the managing partner of Theseus and may be deemed to share voting and dispositive power over the shares held by Theseus.

Form 4 Insider Transactions: What Each Field Means →

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

WAGENHEIM PHILIP

(Last) (First) (Middle)

C/O SWARMER, INC

4515 SETON CENTER PKWY #330

(Street)

AUSTIN TEXAS 78759

(City) (State) (Zip)

UNITED STATES

(Country)

2. Issuer Name and Ticker or Trading Symbol
Swarmer, Inc [ SWMR ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
03/18/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	03/18/2026		C		1,124,981	A	(1)	1,124,981	I	Theseus Capital Partners, LLC(2)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Series A-1 Preferred Stock	(1)	03/18/2026		C			597,980	(1)	(1)	Common Stock	1,124,981	(1)	0	I	Theseus Capital Partners, LLC(2)

Explanation of Responses:

1. The Series A-1 Preferred Stock converted into shares of common stock on a 1-for-1.8813 basis and had no expiration date.

2. The shares are directly held by Theseus Capital Partners, LLC ("Theseus"). The Reporting Person is the managing partner of Theseus and may be deemed to share voting and dispositive power over the shares held by Theseus.

	/s/ Kostantinos Skordalos, Attorney-in-Fact for Philip Wagenheim	03/18/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)

FAQ

What insider transaction did Swarmer (SWMR) report in this Form 4?

Swarmer reported a preferred-to-common share conversion by an insider. Theseus Capital Partners, LLC converted 597,980 Series A-1 Preferred shares into 1,124,981 common shares, indirectly attributable to director and 10% owner Philip Wagenheim, changing the form of his ownership but not reflecting an open-market trade.

How many Swarmer (SWMR) common shares were received in the conversion?

The affiliated entity received 1,124,981 Swarmer common shares. Theseus Capital Partners, LLC converted 597,980 Series A-1 Preferred shares into 1,124,981 common shares on a 1-for-1.8813 basis, and these common shares are reported as indirectly owned by insider Philip Wagenheim.

What was the conversion ratio for Swarmer (SWMR) Series A-1 Preferred Stock?

The Series A-1 Preferred Stock converted at a 1-for-1.8813 ratio. Each preferred share became 1.8813 common shares, resulting in 1,124,981 common shares from 597,980 preferred shares, according to the footnote describing the conversion terms and lack of an expiration date.

Who holds the converted Swarmer (SWMR) shares after the transaction?

The converted shares are held by Theseus Capital Partners, LLC. The filing states Theseus directly holds the 1,124,981 common shares, while insider Philip Wagenheim, as managing partner, may be deemed to share voting and dispositive power over those indirectly owned shares.

Did Philip Wagenheim buy or sell Swarmer (SWMR) shares in the market?

The transaction was a conversion, not a market purchase or sale. The Form 4 identifies code C, a derivative conversion, moving 597,980 preferred shares into 1,124,981 common shares at $0.00 per share, with no open-market buy or sell activity reported.

What happened to Swarmer (SWMR) Series A-1 Preferred Stock in this filing?

The reported Series A-1 Preferred Stock position was fully converted. Theseus Capital Partners, LLC converted 597,980 preferred shares into common stock, leaving zero preferred shares reported following the transaction, and shifting the insider’s reported holdings entirely into common shares.