Red Cat (RCAT) 4: Thompson Jeffrey M bought 5,295 shares of Common Stock at $… (May 11, 2026)

=== SEC Form 4 — Statement of Changes in Beneficial Ownership === Document Type: 4 Period of Report: 2026-04-06 10b5-1 Pre-arranged Plan: No --- Issuer --- Name: Red Cat Holdings, Inc. (RCAT) CIK: 0000748268 --- Reporting Owner --- Name: Thompson Jeffrey M CIK: 0001397565 Role: Director, Officer (Chairman of the Board, CEO), 10%+ Owner --- Non-Derivative Transactions --- [Transaction #1] Security: Common Stock Date: 2026-04-06 | Code: M (Exercise of derivative) Shares: +5,295 Shares Owned After: 12,913,772 | Ownership: D (Direct) Footnotes: [F2] Each restricted stock unit represents a contingent right to receive one share of RCAT common stock. On April 6, 2026, the reporting person was granted 21,182 restricted stock units. One-fourth of the restricted stock units vested on April 6, 2026, and the remaining restricted stock units will vest on December 31, 2026. [Transaction #2] Security: Common Stock Date: 2026-04-06 | Code: F (Payment of exercise/tax) Shares: -1,570 | Price: $13.06 Total Value: $20,504.20 Shares Owned After: 12,912,202 | Ownership: D (Direct) --- Derivative Transactions --- [Transaction #1] Security: Employee Stock Option (right to buy) Date: 2026-04-06 | Code: A (Grant or award) Shares: +1,040,000 | Price: $0.00 Exercisable: N/A | Expires: 2036-04-05 Shares Owned After: 1,040,000 | Ownership: D (Direct) Footnotes: [F1] The option vests in three equal annual installments on December 31, 2026, December 31, 2027 and December 31, 2028, and were granted as compensation in lieu of a base salary and participation in a traditional annual bonus plan. [Transaction #2] Security: Restricted Stock Units Date: 2026-04-06 | Code: A (Grant or award) Shares: +21,182 | Price: $0.00 Shares Owned After: 21,182 | Ownership: D (Direct) Footnotes: [F2] Each restricted stock unit represents a contingent right to receive one share of RCAT common stock. On April 6, 2026, the reporting person was granted 21,182 restricted stock units. One-fourth of the restricted stock units vested on April 6, 2026, and the remaining restricted stock units will vest on December 31, 2026. [F2] Each restricted stock unit represents a contingent right to receive one share of RCAT common stock. On April 6, 2026, the reporting person was granted 21,182 restricted stock units. One-fourth of the restricted stock units vested on April 6, 2026, and the remaining restricted stock units will vest on December 31, 2026. [F2] Each restricted stock unit represents a contingent right to receive one share of RCAT common stock. On April 6, 2026, the reporting person was granted 21,182 restricted stock units. One-fourth of the restricted stock units vested on April 6, 2026, and the remaining restricted stock units will vest on December 31, 2026. [Transaction #3] Security: Restricted Stock Units Date: 2026-04-06 | Code: M (Exercise of derivative) Shares: -5,295 | Price: $0.00 Shares Owned After: 15,887 | Ownership: D (Direct) Footnotes: [F2] Each restricted stock unit represents a contingent right to receive one share of RCAT common stock. On April 6, 2026, the reporting person was granted 21,182 restricted stock units. One-fourth of the restricted stock units vested on April 6, 2026, and the remaining restricted stock units will vest on December 31, 2026. [F2] Each restricted stock unit represents a contingent right to receive one share of RCAT common stock. On April 6, 2026, the reporting person was granted 21,182 restricted stock units. One-fourth of the restricted stock units vested on April 6, 2026, and the remaining restricted stock units will vest on December 31, 2026. [F2] Each restricted stock unit represents a contingent right to receive one share of RCAT common stock. On April 6, 2026, the reporting person was granted 21,182 restricted stock units. One-fourth of the restricted stock units vested on April 6, 2026, and the remaining restricted stock units will vest on December 31, 2026. --- Footnotes (Complete Index) --- F1: The option vests in three equal annual installments on December 31, 2026, December 31, 2027 and December 31, 2028, and were granted as compensation in lieu of a base salary and participation in a traditional annual bonus plan. F2: Each restricted stock unit represents a contingent right to receive one share of RCAT common stock. On April 6, 2026, the reporting person was granted 21,182 restricted stock units. One-fourth of the restricted stock units vested on April 6, 2026, and the remaining restricted stock units will vest on December 31, 2026. --- Signature --- /s/ /s/ Jeffrey M. Thompson (2026-05-11)