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Unusual Machines, Inc. (UMAC) is asking stockholders to vote at a virtual 2026 annual meeting on October 5, 2026 to elect five directors, ratify Ernst & Young LLP as auditor for 2026, approve a large performance-based warrant grant to the Chief Executive Officer, and permit adjournment if more time is needed to solicit votes.
As of the August 6, 2026 record date, there were 49,956,505 common shares outstanding, each with one vote. The board currently has five members, three of whom are independent under NYSE rules, and operates Audit, Compensation, and Corporate Governance and Nominating Committees composed entirely of independent directors.
The proxy details rapid growth under CEO Allan Evans: revenue grew from $0 in 2023 to $11.2 million in 2025 and to $16.7 million for the quarter ended June 30, 2026, while cash and cash equivalents rose to $229.6 million and market capitalization to about $1.11 billion, alongside continued operating losses. It also discloses significant equity compensation, related-party revenues from a Red Cat subsidiary, an auditor change from Salberg & Company, P.A. to Ernst & Young LLP, and a proposal to grant the CEO a performance-based warrant for up to 5,000,000 shares, vesting only upon substantial sustained stock price increases.
Unusual Machines, Inc. (UMAC) reports that its Chief Financial Officer, Brian Joseph Hoff, sold 11,413 shares of common stock on 2026-08-20 in an open-market or private transaction. The weighted average sale price was $26.0071 per share, from multiple trades between $25.10 and $27.99. Following this sale, he directly holds 341,237 shares of Unusual Machines common stock. The transaction is affirmed as being effected under a Rule 10b5-1 trading plan.
Unusual Machines, Inc. (UMAC) reported that President Camden Andrew Ross sold 9,625 shares of common stock on 2026-08-20 in an open-market transaction under an affirmed Rule 10b5-1 trading plan. The weighted average sale price was $26.0087 per share, with individual trades between $25.11 and $27.99. Following this sale, Ross directly holds 237,125 shares of Unusual Machines common stock.
Unusual Machines, Inc. (UMAC) reported that Chief Revenue Officer Stacy Rochelle Wright sold 27,500 shares of common stock on August 20, 2026 in an open-market or private transaction under a Rule 10b5-1 trading plan. The weighted average sale price was $25.9985 per share, with prices ranging from $25.12 to $28.31. Following this transaction, Wright directly holds 68,750 shares of Unusual Machines common stock.
Unusual Machines, Inc. (UMAC) received a Rule 144 notice indicating that officer Camden Andrew Ross plans to sell up to 9,625 shares of common stock through Maxim Group LLC on the NYSE American. The shares have an indicated aggregate market value of $272,387.00, and there were 49,956,505 shares outstanding of this class. The securities to be sold relate to 27,500 Restricted Stock Units originally acquired from the issuer as compensation. Over the prior three months, Ross reported sales of 9,625 shares for $136,021.00 on May 21, 2026 and 100,000 shares for $3,004,790.00 on June 4, 2026.
Unusual Machines, Inc. (UMAC) is the issuer for a notice under Rule 144 covering planned sales of its common stock by officer Brian Joseph Hoff. The notice lists up to 11,413 shares underlying Restricted Stock Units to be sold for compensation purposes by 08/20/2026. It also reports that in the prior three months, Hoff sold 11,412 shares on 05/21/2026 for $161,727.00 and 150,000 shares on 05/27/2026 for $2,655,810.00. Maxim Group LLC appears as broker and signed the form as attorney-in-fact for the selling security holder.
Unusual Machines, Inc. (UMAC) shareholder Stacy Rochelle Wright filed a Rule 144 notice to sell up to 27,500 shares of common stock through broker Maxim Group LLC. The shares derive from Restricted Stock Units received from the issuer as compensation and acquired on 01/23/2026. The filing lists an aggregate market value of $778,250.00 for the shares and notes that 49,956,505 common shares were outstanding, with a proposed sale date of 08/20/2026 on NYSE American.
Unusual Machines, Inc. is calling a virtual 2026 annual stockholders meeting on October 5, 2026, with a record date of August 6, 2026 and 49,956,505 common shares entitled to one vote each. Stockholders are asked to elect five directors, ratify Ernst & Young LLP as independent auditor for 2026, approve a large warrant grant to the Chief Executive Officer, and approve a possible adjournment to solicit additional proxies.
Proposal 3 seeks approval of a CEO warrant for up to 5,000,000 shares at a $25.00 exercise price, vesting in five equal tranches only if the stock sustains 20‑day average prices from $25 up to $100. The CEO has agreed to forgo base cash compensation under his management services agreement in favor of this performance-based equity. The company highlights rapid growth under his tenure: revenue rose from $0 in 2023 to $5.57M in 2024 and $11.20M in 2025, with first-half 2026 revenue of $24.82M, and cash and equivalents at $229.60M as of June 30, 2026, alongside continued operating losses.
The proxy also outlines board independence, committee structures, executive and director pay (including significant 2025 stock awards), an equity plan with a 5% “evergreen” share increase, related-party sales to a subsidiary of Red Cat, and a recent auditor change from Salberg & Company to EY, following remediation of previously reported internal control material weaknesses.
Unusual Machines, Inc. reported that its Audit Committee dismissed Salberg & Company, P.A. as independent registered public accounting firm, effective August 12, 2026. Salberg’s audit reports on the years ended December 31, 2025 and 2024 contained no adverse opinions, disclaimers, or qualifications regarding uncertainty, scope, or principles, and the company states there were no disagreements or reportable events with Salberg through August 12, 2026. The company has engaged Ernst & Young LLP as the new independent registered public accounting firm for the fiscal year ending December 31, 2026 and indicates it did not previously consult EY on accounting matters or opinions.
On the same date, the Board approved a Third Amendment to the Amended and Restated Bylaws, revising Article III, Section 3.05 on stockholder quorum and voting requirements. For actions other than director elections, stockholder approval now requires votes cast in favor to exceed votes cast against, unless a different percentage is required by the Nevada Revised Statutes or as provided in Section 3.05(c) of the Bylaws.
Unusual Machines, Inc. furnished an updated investor presentation outlining its strategy as a U.S.-based manufacturer of small drone components and systems. The company highlights multiple U.S.-made, NDAA-compliant products approved for the Blue UAS Framework and an Orlando, Florida footprint of about 80,000 square feet serving enterprise, defense, and retail customers.
The presentation describes an accelerated growth strategy built on an aggressive inventory approach, specialized U.S. production lines, automation, and hiring that has expanded headcount to over 250 as of August 2026. A definitive agreement has been signed to acquire Upgrade Energy to strengthen domestic battery capabilities. Management emphasizes regulatory tailwinds from U.S. legislation, executive orders, and the Drone Dominance Program, including FCC actions that favor domestic and NDAA-compliant supply chains.
The company reports $229 million cash on hand, $42 million in inventory balances, $85 million in short-term investments, no debt, and more than $367 million in working capital, alongside consistent quarter-over-quarter revenue growth and gross margins in the mid-30% range.