Philip Wagenheim - 15 Sep 2026 Form 4 Insider Report for Swarmer, Inc (SWMR)

Footnote F1

Pro rata distribution by Theseus Capital Partners, LLC ("Theseus"). The Reporting Person is the managing member of Theseus and may be deemed to share voting and dispositive power over the shares held by Theseus.

Footnote F2

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 Reporting Person's reduction in beneficial ownership resulting from such distribution.

Footnote F3

On September 16, 2026, the Reporting Person, through Theseus, exercised in full all 899,988 Common Stock Purchase Warrants (the "Warrants") held by Theseus pursuant to the cashless exercise provision contained therein (the "Warrant Exercise"). Under the terms of the cashless exercise, no cash consideration was paid to the Issuer. Instead, a portion of the shares of Common Stock otherwise issuable upon exercise of the Warrants was withheld by the Issuer in satisfaction of the aggregate exercise price of $3.3334 per warrant share. Based on a price of $37.2672 per share (the price per share as determined pursuant to the cashless exercise provision of the Warrants), the cashless exercise of all 899,988 Warrants resulted in the issuance to Theseus (or its designee) of 819,487 shares of Common Stock (the "Warrant Shares"), after withholding 80,501 shares in payment of the aggregate exercise price. The Warrant Shares are subject to the beneficial ownership limitation of 4.99%

Footnote F4

(the "Beneficial Ownership Limitation") set forth in the Warrants, and any Warrant Shares in excess of the Beneficial Ownership Limitation are held in abeyance and will not be issued to the Reporting Person until they are able to be received in accordance with the terms of the Warrants (and thus the Reporting Person does not beneficially own shares held in abeyance). Of the Warrant Shares, 768,971 shares were initially issued to Theseus, and the remaining 50,516 shares were held in abeyance. Subsequent to the initial issuance and prior to the date hereof, the remaining 50,516 shares initially held in abeyance were issued to Theseus following an increase in the number of the Issuer's shares outstanding. The foregoing description of the Warrants and the cashless exercise is qualified in its entirety by the terms and conditions of the Warrants, a form of which was filed as Exhibit 4.3 to the Issuer's Registration Statement on Form S-1/A filed with the SEC on February 19, 2026.

Footnote F5

In connection with the Warrant Exercise, the Reporting Person entered into a lock-up agreement with the Issuer (the "Lock-Up Agreement") dated as of September 17, 2026, pursuant to which the Reporting Person agreed that all shares of Common Stock received upon exercise of the Warrants (including any shares held in abeyance) are subject to certain transfer restrictions for a six-month period as set forth in the Lock-Up Agreement. The foregoing description of the Lock-Up Agreement is qualified in its entirety by the terms and conditions of the Lock-Up Agreement.

Footnote F6

The Warrants were immediately exercisable upon the completion of the Issuer's initial public offering.

Footnote F7

The Warrants will expire upon the earlier of (i) 5:00 p.m. Eastern Time on the 5-year anniversary of the effectiveness of the Issuer's registration statement filed in connection with its initial public offering and (ii) 5:00 p.m. Eastern Time on March 22, 2027.