WAGENHEIM PHILIP sold SWMR

September 16, 2026 · Form 4 insider transaction

WAGENHEIM PHILIP sold 899,988 shares of Swarmer, Inc, a transaction worth N/A. The trade was recorded as exercise of in-the-money option and disclosed on an SEC Form 4, filed 1 day after the transaction.

Direction
Disposed (sell-side)
Shares
899,988
Price
N/A
Total value
N/A
RoleDirector
SecurityWarrants
Transaction codeX: Exercise of in-the-money option
Transaction dateSeptember 16, 2026
Filing dateSeptember 17, 2026
Shares owned after0
OwnershipIndirect
10b5-1 planNo
AmendedNo

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

View the original Form 4 on SEC EDGAR