VWAV Form 4: 2,000,000 options at $7.20 to Executive Chairman

Rhea-AI Filing Summary

VisionWave Holdings, Inc. (VWAV) reported an insider equity award to its Executive Chairman and Director. On 08/06/2025, the reporting person received stock options covering 2,000,000 shares of common stock at an exercise price of $7.20 per share. These options vest in twelve equal quarterly installments over four years, starting on the date shareholders approve the applicable equity plan, and are exercisable for five years from the grant date with cashless exercise permitted. The grant is contingent on shareholder approval of the plan; without that approval, the options become null and void. The reporting person also indirectly holds 484,000 shares of common stock through Instant Fame LLC.

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

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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^*

Davis Douglas Landers

(Last) (First) (Middle)

C/O VISIONWAVE HOLDINGS, INC.

300 DELAWARE AVE. SUITE 310 #301

(Street)

WILMINGTON DE 19801

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
VisionWave Holdings, Inc. [ VWAV ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
08/06/2025

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, $0.01 par value								484,000	I	Shares held by Instant Fame LLC

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
Stock Options(1)	$7.2	08/06/2025		A		2,000,000		08/06/2025	08/06/2030	Common Stock	2,000,000	$7.2	2,000,000	D

Explanation of Responses:

1. The Option has an exercise price of $7.20 per share and vests in twelve (12) equal quarterly installments over four (4) years, commencing on the date of shareholder approval of the Plan. The Options are exercisable for five (5) years from the grant date and allow for cashless exercise. The grants are contingent upon shareholder approval of the Plan; if not approved, the Options will be null and void.

	/s/ Douglas Davis	11/26/2025
	** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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FAQ

What did VisionWave Holdings (VWAV) report in this Form 4 filing?

VisionWave Holdings (VWAV) reported that its Executive Chairman and Director received a grant of stock options for 2,000,000 shares of common stock at an exercise price of $7.20 per share, subject to shareholder approval of the plan.

Who is the reporting person in the VWAV Form 4 and what is their role?

The reporting person is identified as a Director and Officer of VisionWave Holdings, Inc., serving as Executive Chairman, and is disclosing their ownership and option grant in this Form 4.

How many VisionWave (VWAV) stock options were granted and at what price?

The reporting person was granted 2,000,000 stock options on 08/06/2025, each with an exercise price of $7.20 per share, with an expiration date of 08/06/2030.

What is the vesting schedule for the 2,000,000 VWAV stock options?

The options vest in twelve equal quarterly installments over four years, beginning on the date that shareholders approve the equity plan under which the options were granted.

Are the VisionWave (VWAV) stock options subject to any conditions?

Yes. The filing states that the grants are contingent upon shareholder approval of the Plan. If shareholders do not approve the plan, the options will be null and void.

Can the VWAV stock options be exercised on a cashless basis?

Yes. The options are described as allowing for cashless exercise, meaning the holder can exercise without paying cash upfront, generally by using a portion of the shares to cover the cost.

How many VisionWave (VWAV) shares does the insider already own?

According to the Form 4, the reporting person indirectly owns 484,000 shares of VisionWave common stock, held through Instant Fame LLC.