Red Cat (RCAT)

=== SEC Form 4 — Statement of Changes in Beneficial Ownership === Document Type: 4 Period of Report: 2025-09-15 10b5-1 Pre-arranged Plan: Yes --- 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: 2026-09-15 | Code: J (Other acquisition/disposition) Shares: -750,000 Shares Owned After: 11,862,202 | Ownership: D (Direct) Footnotes: [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. [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. [Transaction #2] Security: Common Stock Date: 2026-09-15 | Code: S (Open market sale) Shares: -150,000 | Price: $7.74 Total Value: $1,161,000.00 Shares Owned After: 11,712,202 | Ownership: D (Direct) Footnotes: [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. [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. --- Derivative Transactions --- [Transaction #1] Security: Forward Sale Contract (obligation to sell) Date: 2025-09-15 | Code: J (Other acquisition/disposition) Shares: +750,000 Exercisable: N/A | Expires: 2026-09-15 Shares Owned After: 750,000 | Ownership: D (Direct) Footnotes: [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. [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. [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. [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. [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. [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. [Transaction #2] Security: Forward Sale Contract (obligation to sell) Date: 2026-09-15 | Code: J (Other acquisition/disposition) Shares: -750,000 | Price: $0.00 Exercisable: N/A | Expires: 2026-09-15 Shares Owned After: 0 | Ownership: D (Direct) Footnotes: [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. [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. [Transaction #3] Security: Forward Sale Contract (obligation to sell) Date: 2026-01-14 | Code: J (Other acquisition/disposition) Shares: +1,500,000 Exercisable: N/A | Expires: 2027-01-25 Shares Owned After: 1,500,000 | Ownership: D (Direct) Footnotes: [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. [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. [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. [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. [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. [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. --- Footnotes (Complete Index) --- 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. 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. 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. 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. 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. 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. 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. --- Signature --- /s/ /s/ Jeffrey M. Thompson (2026-09-17)