Swarmer director discloses 4.99% ownership stake

Director Philip Wagenheim reports a 4.99% beneficial stake in Swarmer, Inc. and agrees to a six‑month lockup on shares from warrant exercises.

Rhea-AI Filing Summary

Swarmer, Inc (SWMR) is the subject of an amended Schedule 13D filed by director Philip Wagenheim, who reports beneficial ownership of 835,840 shares of common stock, representing 4.99% of the company’s outstanding shares as of August 31, 2026, including common stock, options and warrants.

The holdings consist of 87,749 shares held directly, 2,511 shares underlying vested options and 745,580 shares issuable upon exercise of warrants held by Theseus Capital Partners, LLC, where Wagenheim is managing member and has sole voting and dispositive power. These warrants are subject to a 4.99% beneficial ownership blocker, so additional 154,408 warrant shares are excluded from the reported total. The filing notes a September 15, 2026 distribution by Theseus of 1,124,981 shares of Swarmer stock to its members, which reduced Wagenheim’s beneficial stake, and discloses a six‑month lockup, signed September 17, 2026, restricting sales of shares issued upon exercise of the warrants, subject to customary exceptions.

Filing Explained

The amendment states that Philip Wagenheim has no present plans for the specified corporate actions, but may later increase or decrease his investment; as a director, he may also influence corporate activities.

Key Figures

Beneficially owned shares: 835,840 shares Ownership percentage: 4.99% Shares outstanding: 16,004,739 shares +5 more

8 metrics

Beneficially owned shares 835,840 shares Shares of Swarmer common stock beneficially owned by Philip Wagenheim as of the triggering event date

Ownership percentage 4.99% Percent of Swarmer common stock represented by Wagenheim’s beneficial ownership, giving effect to the 4.99% blocker

Shares outstanding 16,004,739 shares Swarmer common shares outstanding as of August 31, 2026, used to calculate the 4.99% ownership

Directly held common stock 87,749 shares Swarmer common stock held directly by Philip Wagenheim

Vested options 2,511 shares Shares of Swarmer common stock underlying vested options held by Wagenheim

Warrant shares counted 745,580 shares Shares issuable upon exercise of warrants held by Theseus, included in beneficial ownership subject to the blocker

Warrant shares excluded by blocker 154,408 shares Additional warrant shares not counted because of the 4.99% beneficial ownership blocker

Theseus distribution 1,124,981 shares Swarmer common shares distributed by Theseus to its members on September 15, 2026

Key Terms

beneficial ownership blocker, Lockup Agreement, Rule 10b5-1, S-1/A, +1 more

5 terms

beneficial ownership blocker regulatory

"the exercise of such Warrants are subject to a 4.99% beneficial ownership blocker"

A beneficial ownership blocker is a legal or structural device that prevents a shareholder from being treated as the ultimate owner of enough shares to trigger control, reporting, or voting thresholds. Think of it like a speed bump that stops an investor from reaching a stake size that would force corporate disclosure or change control rights. Investors care because it affects who controls the company, how shares vote, regulatory filings, takeover risk and therefore potential value or liquidity of their holdings.

Lockup Agreement regulatory

"the Reporting Person executed a Lockup Agreement and agreed that, without"

Rule 10b5-1 regulatory

"pursuant to 10b5-1 trading plans or otherwise"

Rule 10b5-1 is a regulation that allows company insiders to buy or sell their shares at predetermined times, even if they have access to non-public information. It acts like setting a schedule in advance for transactions, helping prevent accusations of unfair trading. This rule provides a way for insiders to plan trades transparently, giving investors confidence that these transactions are not based on hidden information.

S-1/A regulatory

"as reported in the Issuer's S-1/A filed on September 16, 2026"

An S-1/A is an amended version of an S-1 registration statement filed with the U.S. Securities and Exchange Commission to update or correct information about a planned public offering. Think of it like a revised recipe card — it tells investors what changed in the company’s financials, risks, management or offering terms before shares are sold, helping buyers judge whether the deal and valuation still make sense.

dispositive power financial

"over which Philip Wagenheim holds sole voting and dispositive power"

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 Swarmer, Inc (SWMR) shares does Philip Wagenheim beneficially own?

Philip Wagenheim reports beneficial ownership of 835,840 shares of Swarmer common stock, representing 4.99% of outstanding shares as of August 31, 2026. This includes directly held shares, vested options and warrant shares he controls through Theseus Capital Partners, LLC.

What percentage of Swarmer, Inc (SWMR) does Philip Wagenheim own?

Philip Wagenheim reports beneficial ownership of 4.99% of Swarmer, Inc.’s common stock, based on 16,004,739 shares outstanding as of August 31, 2026, as reported in Swarmer’s S-1/A filed September 16, 2026.

How is Philip Wagenheim’s Swarmer (SWMR) ownership structured?

His reported 835,840 shares consist of 87,749 shares held directly, 2,511 shares underlying vested options, and 745,580 shares issuable upon exercise of warrants held by Theseus Capital Partners, LLC, over which he has sole voting and dispositive power.

What is the 4.99% beneficial ownership blocker mentioned for Swarmer (SWMR)?

The warrants held through Theseus restrict exercise so that, after exercise, Wagenheim cannot beneficially own more than 4.99% of Swarmer’s outstanding common stock. As a result, 154,408 warrant shares are excluded from the reported beneficial ownership amount.

What distribution affected Philip Wagenheim’s Swarmer (SWMR) stake?

On September 15, 2026, Theseus Capital Partners, LLC distributed 1,124,981 Swarmer common shares to its members on a pro rata basis under its operating agreement. The filing states this distribution reduced Wagenheim’s beneficial ownership in Swarmer.

What lockup did Philip Wagenheim agree to regarding Swarmer (SWMR) shares?

On September 17, 2026, Wagenheim entered a six‑month Lockup Agreement under which he will not sell or transfer shares of Swarmer common stock issued from warrant exercises without the company’s prior written consent, subject to specified exceptions such as certain gifts and affiliate transfers.

What role does Philip Wagenheim hold at Swarmer, Inc (SWMR)?

Philip Wagenheim is described as a member of Swarmer, Inc.’s Board of Directors and the managing member of Theseus Capital Partners, LLC, which holds warrants for Swarmer common stock over which he has sole voting and dispositive power.

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

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Available on EDGAR 09/17/2026 - 05:54 PM Accepted by SEC EDGAR 09/17/2026 - 05:54 PM Learn about SEC filing dates

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 1)

Swarmer, Inc

(Name of Issuer)

Common Stock, par value $0.00001 per share

(Title of Class of Securities)

86989Y109

(CUSIP Number)

Daniel Bagliebter
Mintz, Levin, Cohn, Ferris,, Glovsky and Popeo, P.C., 919 Third Ave
New York, NY, 10022
212-692-3000

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

09/15/2026

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

schemaVersion:

SCHEDULE 13D

CUSIP Number(s): 86989Y109

1

Name of reporting person

Philip Wagenheim

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

WC

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 835,840.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 835,840.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

835,840.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

4.99 %

14

Type of Reporting Person (See Instructions)

IN

Comment for Type of Reporting Person:

Consists of (i) 87,749 shares of common stock held by Philip Wagenheim, (ii) 2,511 shares of common stock underlying vested options and (iii) 745,580 shares of common stock issuable upon exercise of warrants ("Warrants") held by Theseus Capital Partners, LLC ("Theseus") over which Philip Wagenheim holds sole voting and dispositive power. This amount does not include 154,408 shares of common stock issuable upon exercise of the Warrants held by Theseus over which Mr. Wagenheim holds sole voting and dispositive power because the exercise of such Warrants are subject to a 4.99% beneficial ownership blocker ("Blocker"). Accordingly, securities reported in rows (7), (9) and (11) do not show the number of shares of common stock that would be issuable upon full exercise of the Warrants, and the percentage in row (13) gives effect to the Blocker.

SCHEDULE 13D

Item 1.	Security and Issuer
(a)	Title of Class of Securities: Common Stock, par value $0.00001 per share
(b)	Name of Issuer: Swarmer, Inc
(c)	Address of Issuer's Principal Executive Offices: 4515 Seton Center Pkwy #330, Austin, TEXAS , 78759.
Item 2.	Identity and Background
(a)	Philip Wagenheim
(b)	The address of the principal business and principal office of the Reporting Person is c/o Swarmer, Inc, 4515 Seton Center Pkwy #330, Austin, TX 78759.
(c)	The Reporting Person is the managing member of Theseus and a member of the Issuer's Board of Directors.
(d)	During the last five years, the Reporting Person has not been (i) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
(e)	During the last five years, the Reporting Person has not been (i) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
(f)	The Reporting Person is a citizen of the United States of America.
Item 3.	Source and Amount of Funds or Other Consideration
	Certain of the securities covered by this Schedule 13D are owned by Theseus. The Reporting Person is the managing member of Theseus and holds sole voting and dispositive power. This Schedule 13D relates to (i) 87,749 shares of common stock held by Philip Wagenheim, (ii) 2,511 shares of common stock underlying vested options and (iii) 745,580 shares of common stock issuable upon exercise of Warrants held by Theseus over which Philip Wagenheim holds sole voting and dispositive power (after giving effect to the blocker limitations described below).
Item 4.	Purpose of Transaction
	The information contained in rows 7, 8, 9, 10, 11 and 13 of the cover pages of this Schedule 13D and the information set forth in or incorporated by reference in Item 2, Item 3, Item 5 and Item 6 of the Schedule 13D is hereby incorporated by reference in its entirety into this Item 4. The Reporting Person holds the securities of the Issuer for general investment purposes. The Reporting Person may, from time to time, depending on prevailing market, economic and other conditions, acquire additional shares of Common Stock or other securities of the Issuer, dispose of any such securities, or engage in discussions with the Issuer concerning such acquisitions or dispositions or further investments in the Issuer. The Reporting Person intends to review its investment in the Issuer on a continuing basis and, depending upon the price and availability of shares of Common Stock or other securities of the Issuer, subsequent developments affecting the Issuer, the Issuer's business and prospects, other investment and business opportunities available to the Reporting Person, general stock market and economic conditions, tax considerations and other factors considered relevant, may decide at any time to increase or to decrease the size of its investment in the Issuer in the open market, in privately negotiated transactions, pursuant to 10b5-1 trading plans or otherwise. The Reporting Person is a member of the Issuer's Board of Directors and, in such capacity, may have influence over the corporate activities of the Issuer, including activities which may relate to items described in subparagraphs (a) through (j) of Item 4 of Schedule 13D. Except as described in this Schedule 13D, the Reporting Person does not have any present plans or proposals that relate to or would result in any of the actions described in subparagraphs (a) through (j) of Item 4 of Schedule 13D, although, the Reporting Person, at any time and from time to time, may review, reconsider and change their position and/or purpose and/or develop such plans.
Item 5.	Interest in Securities of the Issuer
(a)	(a)-(c) The information as of the date of the event which requires filing of this statement required by Items 5(a)-(c) is set forth in rows (7)-(13) of the cover page hereto and is incorporated herein by reference. The percentage set forth in row 13 of the cover page is based on 16,004,739 outstanding as of August 31, 2026, as reported in the Issuer's S-1/A filed on September 16, 2026. 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 reduction in the Reporting Person's beneficial ownership resulting from such distribution. Pursuant to the terms of the Warrants, the Reporting Person cannot exercise the Warrants to the extent that the Reporting Person would beneficially own, after any such exercise, more than 4.99% of the outstanding shares of Common Stock (the "Blocker"), and the percentage set forth in row 13 of the cover page gives effect to the Blocker. Consequently, as of the date of the event which requires filing of this statement, the Reporting The Reporting Person has sole voting and dispositive power over shares of Common Stock held by Theseus.
(b)	See Item 5(a)
(c)	See Item 5(a)
(d)	Except as described in Item 3, no person other than the Reporting Person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the shares of the Common Stock of the Issuer beneficially owned by the Reporting Person as reported in this Schedule 13D.
(e)	September 15, 2026
Item 6.	Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer
	Lockup Agreement On September 17, 2026, the Reporting Person executed a Lockup Agreement and agreed that, without the prior written consent of the Issuer, he will not directly or indirectly offer to sell, sell, transfer or dispose of any shares of Common Stock issued pursuant to the exercise of the Warrants for a period of six (6) months following the date hereof without the prior written consent of the Company, subject to certain exceptions, including transfers pursuant to bona fide gift(s), by will, other testamentary document or intestate succession; by operation of law; the establishment of a trading plan pursuant to Rule 10b5-1 promulgated under the Exchange Act; transfers of shares of Common Stock to any trust for the direct or indirect benefit of the transferor or their immediate family; if the stockholder is a corporation, limited liability company, partnership, trust or other entity, transfers to its stockholders, members, partners or trust beneficiaries as part of a distribution, or to any corporation, partnership or other entity that is its affiliate; and transfers to the Issuer in connection with the "net" or "cashless" exercise of options or other rights to purchase shares of Common Stock granted pursuant to an equity incentive plan, stock purchase plan or other arrangement described in this prospectus in satisfaction of any tax withholding obligations through cashless surrender or otherwise, provided, that any shares of Common Stock issued upon exercise of such option or other rights shall remain subject to the terms of the Lockup Agreement. Except as described herein, there are no contracts, arrangements, understandings or relationships (legal or otherwise) among the person named in Item 2 above or between such person and any other person with respect to any securities of the Issuer.
Item 7.	Material to be Filed as Exhibits.
	Exhibit A: Form of Lockup Agreement

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Philip Wagenheim

Signature:	/s/ Philip Wagenheim
Name/Title:	Philip Wagenheim
Date:	09/17/2026