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Unusual Machines (UMAC) CEO pledges up to 500,000 shares in forward deal

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(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

Unusual Machines, Inc. Chief Executive Officer Allan Thomas Evans entered into a prepaid variable forward sale contract covering up to 500,000 shares of common stock. He received a cash payment of $11,058,950 and pledged 500,000 shares as collateral, while retaining dividend and voting rights during the pledge term.

The number of shares ultimately delivered after the May 28, 2027 valuation date will vary with the stock’s volume-weighted average price, using a floor price of $23.0812 and a cap price of $41.5461. Following the transaction, he reported holding 1,089,141 shares directly.

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Insights

CEO monetizes a large share position via a prepaid variable forward.

The CEO of Unusual Machines, Inc. entered a prepaid variable forward sale contract on up to 500,000 common shares, receiving $11,058,950 in cash upfront. This is coded as an "other" derivative restructuring (transaction code J), not a standard open‑market sale.

The CEO pledged 500,000 shares as collateral but kept dividend and voting rights during the contract. The future share delivery after the May 28, 2027 valuation date will depend on the stock’s volume‑weighted average price, with a floor of $23.0812 and cap of $41.5461. The filing shows 1,089,141 shares held directly after the transaction, indicating that a substantial equity position remains.

Insider Evans Allan Thomas
Role Chief Executive Officer
Type Security Shares Price Value
Other Forward sale contract (obligation to sell) 500,000 $0.00 --
Holdings After Transaction: Forward sale contract (obligation to sell) — 1,089,141 shares (Direct, null)
Footnotes (1)
  1. On May 28, 2026, the reporting person entered into a prepaid variable forward sale contract with an unaffiliated third party buyer. The contract obligates the reporting person to deliver to the buyer up to 500,000 shares of Unusual Machines, Inc. common stock on the settlement date following the valuation date ofMay 28 2027 (or, at the reporting person's election, an equivalent amount of cash based on the market price of Unusual Machines, Inc. common stock on the valuation date). In exchange for assuming this obligation, the reporting person received a cash payment of $11,058,950 as of the date of entering into the contract. The reporting person pledged 500,000 shares of Unusual Machines, Inc. common stock (the "Pledged Shares") to secure his obligations under the contract, and retained dividend and voting rights in the Pledged Shares during the term of the pledge. cont from FN 1 - The number of shares of Unusual Machines, Inc. common stock to be delivered to the buyer on the settlement date in respect of the valuation date is to be determined as follows:(a) if the per-share volume weighted average price of Unusual Machines, Inc. common stock on the valuation date (the "Settlement Price") is less than or equal to $23.0812 (the "Floor Price"), the reporting person will deliver to the buyer 500,000 shares (such number of shares, the "Number of Shares"); (b) if the Settlement Price is between the Floor Price and $41.5461 (the "Cap Price"), the reporting person will deliver to the buyer a number of shares of Unusual Machines, Inc. common stock equal to the Number of Shares multiplied by a fraction, cont from FN 2 - the numerator of which is the Floor Price and the denominator of which is the Settlement Price; and (c) if the Settlement Price is greater than the Cap Price, the reporting person will deliver to the purchaser a number of shares of Unusual Machine common stock equal to the product of (i) the Number of Shares and (ii) a fraction (a) the numerator of which is the sum of (x) the Floor Price and (y) the Settlement Price minus the Cap Price, and (b) the denominator of which is the Settlement Price. The Common Stock was granted to 8 Consulting LLC. The reporting person is the sole owner and holds voting and dispositive control of 8 Consulting LLC. Prior to entering into the prepaid variable forward sale contract the Common Stock was transferred from 8 Consulting LLC to the reporting person.
Prepaid forward shares 500,000 shares Maximum shares deliverable under prepaid variable forward
Upfront cash received $11,058,950 Cash payment on entering contract
Floor Price $23.0812 per share Lower bound for settlement formula
Cap Price $41.5461 per share Upper bound for settlement formula
Post-transaction holdings 1,089,141 shares Total shares held directly after transaction
Valuation date May 28, 2027 Date used to determine settlement price and share delivery
prepaid variable forward sale contract financial
"entered into a prepaid variable forward sale contract with an unaffiliated third party buyer"
volume weighted average price financial
"if the per-share volume weighted average price of Unusual Machines, Inc. common stock on the valuation date"
The volume weighted average price (VWAP) is a way to measure the average price of a security, such as a stock, over a specific period, taking into account how many units were traded at each price. It’s similar to calculating the average cost of items bought when some are more frequently purchased than others. Investors use VWAP to assess whether a security is being bought or sold at a fair price during trading.
Floor Price financial
"is less than or equal to $23.0812 (the "Floor Price")"
The floor price is the minimum price at which a security, asset, or offering will be sold or accepted, acting like a seller’s “bottom line” or a reserve in an auction. For investors it matters because it sets a visible downside limit and can influence trading, valuation, and expectations of risk—like knowing there’s a safety net that a sale won’t go below a set level.
Cap Price financial
"between the Floor Price and $41.5461 (the "Cap Price")"
Pledged Shares financial
"The reporting person pledged 500,000 shares ... (the "Pledged Shares") to secure his obligations"
Form 4 Insider Transactions: What Each Field Means →
SEC Form 4
FORM 4UNITED 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*
Evans Allan Thomas
(Last)(First)(Middle)
5728 MAJOR BLVD
STE #250
(Street)
ORLANDO FLORIDA 32819
(City)(State)(Zip)
UNITED STATES
(Country)		2. Issuer Name and Ticker or Trading Symbol
Unusual Machines, Inc. [ UMAC ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
XDirector10% Owner
XOfficer (give title below)Other (specify below)
Chief Executive Officer
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
05/28/2026		6. Individual or Joint/Group Filing (Check Applicable Line)
XForm 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)
CodeVAmount(A) or (D)Price
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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Forward sale contract (obligation to sell)(1)(2)(3)05/28/2026J/K(1)(2)(3)500,000 (1)(2)(3) (1)(2)(3)Common Stock500,000(1)(2)(3)1,089,141D(4)
Explanation of Responses:
1. On May 28, 2026, the reporting person entered into a prepaid variable forward sale contract with an unaffiliated third party buyer. The contract obligates the reporting person to deliver to the buyer up to 500,000 shares of Unusual Machines, Inc. common stock on the settlement date following the valuation date ofMay 28 2027 (or, at the reporting person's election, an equivalent amount of cash based on the market price of Unusual Machines, Inc. common stock on the valuation date). In exchange for assuming this obligation, the reporting person received a cash payment of $11,058,950 as of the date of entering into the contract. The reporting person pledged 500,000 shares of Unusual Machines, Inc. common stock (the "Pledged Shares") to secure his obligations under the contract, and retained dividend and voting rights in the Pledged Shares during the term of the pledge.
2. cont from FN 1 - The number of shares of Unusual Machines, Inc. common stock to be delivered to the buyer on the settlement date in respect of the valuation date is to be determined as follows:(a) if the per-share volume weighted average price of Unusual Machines, Inc. common stock on the valuation date (the "Settlement Price") is less than or equal to $23.0812 (the "Floor Price"), the reporting person will deliver to the buyer 500,000 shares (such number of shares, the "Number of Shares"); (b) if the Settlement Price is between the Floor Price and $41.5461 (the "Cap Price"), the reporting person will deliver to the buyer a number of shares of Unusual Machines, Inc. common stock equal to the Number of Shares multiplied by a fraction,
3. cont from FN 2 - the numerator of which is the Floor Price and the denominator of which is the Settlement Price; and (c) if the Settlement Price is greater than the Cap Price, the reporting person will deliver to the purchaser a number of shares of Unusual Machine common stock equal to the product of (i) the Number of Shares and (ii) a fraction (a) the numerator of which is the sum of (x) the Floor Price and (y) the Settlement Price minus the Cap Price, and (b) the denominator of which is the Settlement Price.
4. The Common Stock was granted to 8 Consulting LLC. The reporting person is the sole owner and holds voting and dispositive control of 8 Consulting LLC. Prior to entering into the prepaid variable forward sale contract the Common Stock was transferred from 8 Consulting LLC to the reporting person.
/s/ Allan Evans05/29/2026
** Signature of Reporting PersonDate
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)

Source: View Original Filing on SEC EDGAR

FAQ

What did Unusual Machines (UMAC) CEO do in this Form 4 filing?

The CEO entered a prepaid variable forward sale contract on up to 500,000 Unusual Machines shares. He received $11,058,950 in cash and pledged 500,000 shares as collateral, while retaining dividend and voting rights during the contract’s term.

How much cash did the Unusual Machines (UMAC) CEO receive from the forward contract?

The CEO received a cash payment of $11,058,950 when he entered the prepaid variable forward sale contract. This payment compensates him for obligating to deliver up to 500,000 shares or an equivalent cash amount at future settlement.

How many Unusual Machines (UMAC) shares are subject to the CEO’s forward sale contract?

The contract covers up to 500,000 shares of Unusual Machines common stock. These 500,000 shares are pledged as collateral, and the actual number ultimately delivered will depend on the stock’s volume‑weighted average price on the valuation date.

When will the Unusual Machines (UMAC) forward sale contract be settled?

Settlement will occur after a valuation date of May 28, 2027. On the settlement date following that valuation date, the CEO must deliver shares, or equivalent cash, based on the stock’s volume‑weighted average price and the contract’s pricing formula.

What prices determine how many Unusual Machines (UMAC) shares are delivered?

The contract uses a floor price of $23.0812 and a cap price of $41.5461. Depending on where the stock’s volume‑weighted average price falls relative to these levels, the formula changes the number of shares the CEO must deliver.

How many Unusual Machines (UMAC) shares does the CEO hold after this transaction?

After entering the prepaid variable forward sale contract, the CEO reported holding 1,089,141 shares directly. He also retains dividend and voting rights on the 500,000 pledged shares during the contract, even though they secure his delivery obligation.