Unusual Machines (UMAC) director nets 54,702 shares in cashless exercise

Rhea-AI Filing Summary

Unusual Machines, Inc. director Sanford Rich reported a cashless exercise of warrants and related share withholding. On 12/29/2025 he exercised 65,789 common stock purchase warrants at $1.99 per share, acquiring that number of common shares. To cover the exercise price on a cashless basis, the issuer withheld 11,087 warrant shares, and 54,702 shares of common stock were issued to Rich. After these transactions, he directly beneficially owned 204,944 shares of Unusual Machines common stock.

Insights

Equity compensation and insider-transactions analyst

Routine cashless warrant exercise by a director with modest net share increase.

Director Sanford Rich exercised 65,789 Unusual Machines common stock purchase warrants at an exercise price of $1.99 per share on 12/29/2025. The transaction was structured as a cashless exercise, which is common in equity compensation, so he did not pay cash to the company.

To fund the exercise price, the issuer withheld 11,087 shares, resulting in a net issuance of 54,702 shares of common stock to Rich, as explained in the footnotes. Following the exercise and related share withholding, he directly beneficially owned 204,944 shares of Unusual Machines common stock. Based on the data provided, this looks like a standard compensation-related transaction rather than a directional open-market trade, so it is best viewed as an administrative update to his holdings.

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
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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^*

Rich Sanford

(Last) (First) (Middle)

4677 L B MCLEOD ROAD, SUITE J

(Street)

ORLANDO FL 32811

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Unusual Machines, Inc. [ UMAC ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
12/29/2025

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

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

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

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(1)	12/29/2025		M		65,789	A	$1.99	216,031	D
Common Stock	12/29/2025		S(2)		11,087	D	$1.99	204,944	D

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
Warrants(1)	$1.99	12/29/2025		M			65,789	04/29/2025	04/30/2030	Common Stock	54,702	$0	0	D

Explanation of Responses:

1. The cashless exercise of the Common Stock Purchase Warrants was exempt from Section 16(b) of the Securities Exchange Act of 1934 by virtue of Rule 16b-3 promulgated thereunder, as it was approved by the Issuer's Board of Directors.

2. The Reporting Person exercised warrants to purchase shares of the Issuer's common stock. The Reporting Person paid the exercise price on a cashless basis, resulting in the Issuer withholding of 11,087 of the warrant shares to pay the exercise price and issuing to the Reporting Person the remaining 54,702 shares.

	/s/ Sanford Rich	12/31/2025
	** 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).
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FAQ

What insider transaction did Unusual Machines (UMAC) report for Sanford Rich?

The filing reports that director Sanford Rich exercised 65,789 common stock purchase warrants of Unusual Machines, Inc. on 12/29/2025 through a cashless exercise.

How many Unusual Machines (UMAC) shares did Sanford Rich receive from the warrant exercise?

From the cashless exercise, the issuer withheld 11,087 shares to cover the exercise price and issued 54,702 Unusual Machines common shares to Sanford Rich.

What was the exercise price of the Unusual Machines (UMAC) warrants?

The common stock purchase warrants exercised by Sanford Rich had an exercise price of $1.99 per share.

How many Unusual Machines (UMAC) shares does Sanford Rich own after the transaction?

After the reported transactions on 12/29/2025, Sanford Rich directly beneficially owned 204,944 shares of Unusual Machines common stock.

Was the Unusual Machines (UMAC) warrant exercise an open-market sale?

No. The explanation states that the exercise was on a cashless basis, with the issuer withholding 11,087 warrant shares to pay the exercise price and issuing the remaining 54,702 shares to Sanford Rich.

What is Sanford Rich’s role at Unusual Machines (UMAC)?

According to the filing, Sanford Rich is a director of Unusual Machines, Inc.