WAGENHEIM PHILIP bought SWMR
September 16, 2026 · Form 4 insider transaction
WAGENHEIM PHILIP bought 819,487 shares of Swarmer, Inc at $3.33 per share, a transaction worth $2.73M. The trade was recorded as exercise of in-the-money option and disclosed on an SEC Form 4, filed 1 day after the transaction.
Footnotes
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%; (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.; 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.