Jeffrey M. Thompson - 15 Sep 2025 Form 4 Insider Report for Red Cat Holdings, Inc. (RCAT)

Reporting relationship: Chairman of the Board, CEO, Director, 10%+ Owner
Issuer ticker: RCAT
Reported as of: 15 Sep 2025
Net transaction value: -$1,161,000
SEC form: 4
Accepted by SEC: 17 Sep 2026, 20:56:05 UTC
Prior SEC filing: 21 Aug 2025
Next SEC filing: 31 Dec 2025
Source filing: View source filing
Reporting owner signature: /s/ Jeffrey M. Thompson

Key filing fact

Jeffrey M. Thompson filed Form 4 for Red Cat Holdings, Inc. (RCAT) on 17 Sep 2026.

Key facts

This page summarizes Jeffrey M. Thompson's Form 4 filing for Red Cat Holdings, Inc. (RCAT).
5 reported transactions and 3 derivative rows are listed below.
Accepted by SEC: 17 Sep 2026, 20:56.

Change

Previous filing in this sequence was filed on 21 Aug 2025.
Current net transaction value: -$1,161,000.

Research use

This tells you what this filing adds before you inspect full transaction and derivative tables.
You can trace every row back to the original SEC filing document.

Evidence

Filed on Form 4

Ownership activity is grounded in SEC Form 4 disclosures.

View source filing

Reporting Owners (1)

CIK 0001397565 Primary reporting owner

Thompson Jeffrey M

Relationship: Chairman of the Board, CEO, Director, 10%+ Owner
Address: C/O RED CAT HOLDINGS INC., 2800 S WEST TEMPLE, SUITE 5, SOUTH SALT LAKE
Signature: /s/ Jeffrey M. Thompson
Signature date: 17 Sep 2026

Reported non-derivative transactions

Shares, units, or other non-derivative securities reported in this filing.

RCAT transaction

Common Stock

Other

Transaction value
Shares: -750,000
Change %: -5.9%
Price
Shares after: 11,862,202
Date: 15 Sep 2026
Ownership: Direct
Footnotes: F3

RCAT transaction

Common Stock

Sale

Transaction value: $1,161,000
Shares: -150,000
Change %: -1.3%
Price: $7.74
Shares after: 11,712,202
Date: 15 Sep 2026
Ownership: Direct
Footnotes: F6, F7

Reported derivative securities

Options, warrants, convertible securities, or similar derivative positions disclosed in the filing.

RCAT transaction Derivative

Forward Sale Contract (obligation to sell)

Other

Transaction value
Shares: +750,000
Change %
Price
Shares after: 750,000
Date: 15 Sep 2025
Ownership: Direct
Underlying class: Common Stock
Underlying amount: 750,000
Exercise price
Footnotes: F1, F2

RCAT transaction Derivative

Forward Sale Contract (obligation to sell)

Other

Transaction value
Shares: -750,000
Change %: -100%
Price: $0.000000^*
Shares after: 0
Date: 15 Sep 2026
Ownership: Direct
Underlying class: Common stock
Underlying amount: 750,000
Exercise price
Footnotes: F3

RCAT transaction Derivative

Forward Sale Contract (obligation to sell)

Other

Transaction value
Shares: +1,500,000
Change %
Price
Shares after: 1,500,000
Date: 14 Jan 2026
Ownership: Direct
Underlying class: Common stock
Underlying amount: 1,500,000
Exercise price
Footnotes: F4, F5

^* marks a reported price that did not pass the local price check.

Additional SEC filing notes

Filing notes and footnotes

Rule 10b5-1 trading plan

These transactions were reported as open-market trades under a Rule 10b5-1 plan. The plan lets an insider set trading instructions in advance, which can reduce the risk of trading while in possession of material nonpublic information.

Original filing language: transaction made pursuant to a contract, instruction, or written plan intended to satisfy Rule 10b5-1(c).

Explanation of responses 7 footnotes

Footnote F1

As previously reported on Form 144 filed by the Reporting Person on September 12, 2025, the Reporting Person entered into a variable prepaid forward contract with an unaffiliated third-party dealer, dated September 15, 2025 (the "September 2025 Contract"). The September 2025 Contract required the Reporting Person to deliver to the buyer up to 750,000 shares of the Issuer's common stock (the "Pledged Shares"), on September 15, 2026, the settlement date. In exchange, the Reporting Person received an up-front cash payment of $6,565,293.75. The contract provides that the actual number shares of common stock to be delivered by the Reporting Person on the settlement date is determined based on the volume weighted average price of the Issuer's common stock at settlement relative to an agreed forward floor price of $9.14 per share and forward cap price of $13.44 per share, with the aggregate number shares deliverable not to exceed 750,000 shares of common stock.

Footnote F2

(continued from footnote 1) The Pledged Shares were held in a collateral account for the account of the Reporting Person, with the buyer or its affiliate having a security interest in such account. Unless and until an event of default or similar triggering event occurred under the pledge, the Reporting Person retained the right to vote the Pledged Shares, and dividends on the Pledged Shares were, subject to certain payment obligations to the buyer, ultimately for the account of the Reporting Person.

Footnote F3

On September 15, 2026, the Reporting Person settled the September 2025 Contract described in footnotes 1 and 2 above. On September 15, 2026, the settlement price was the forward floor price of $9.14. Accordingly, the Reporting Person transferred to the purchaser all 750,000 of the Pledged Shares.

Footnote F4

As previously reported on Form 144 filed by the Reporting Person on December 29, 2025, the Reporting Person entered into a variable prepaid forward contract with an unaffiliated third-party dealer, dated January 14, 2026 (the "January 2026 Contract"). The January 2026 Contract required the Reporting Person to deliver to the buyer up to 1,500,000 shares of the Issuer's common stock (the "Pledged Shares"), on January 25, 2027, the settlement date. In exchange, the Reporting Person received an up-front cash payment of $17,136,900.00. The actual number shares of common stock to be delivered by the Reporting Person on the settlement date will be determined based on the volume weighted average price of the Issuer's common stock at settlement relative to an agreed forward floor price of $11.88 per share and forward cap price of $15.58 per share, with the aggregate number shares deliverable not to exceed 1,500,000 shares of common stock.

Footnote F5

(continued from footnote 4) The Reporting Person has the right to elect to settle the January 2026 Contract in cash and thereby retain ownership of the Pledged Shares. The Pledged Shares are held in a collateral account for the account of the Reporting Person, with the buyer or its affiliate having a security interest in such account. Unless and until an event of default or similar triggering event occurs under the pledge, the Reporting Person retains the right to vote the Pledged Shares, and dividends on the Pledged Shares are, subject to certain payment obligations to the buyer, ultimately for the account of the Reporting Person.

Footnote F6

The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on March 31, 2026.

Footnote F7

The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $7.64 to $7.89. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.