Swarmer, Inc 8-K

What Happened

• Swarmer, Inc. disclosed that its wholly‑owned subsidiary, Swarmer Estonia OÜ, amended a previously announced Master Supplier Agreement with Meta Bureau LLC (the A&R MB MSA) on June 25, 2026, and on the same date entered a new Master Supplier Agreement with Progress TRW S.R.O. (the Progress MSA).
• The A&R MB MSA reduces Meta Bureau’s initial lump‑sum license fees to approximately $2.5 million and removes the option for additional software upgrades that had been included in the earlier MB MSA (originally entered May 11, 2026). The Progress MSA provides approximately $1.4 million in initial lump‑sum license fees, for aggregate initial license fees of about $3.9 million. Both agreements have an initial one‑year term that automatically renews for successive one‑year periods and may be terminated on 30 days’ written notice.

Key Details

• A&R MB MSA executed June 25, 2026; reduces Meta Bureau initial license fees to ≈ $2.5M and eliminates upgrade option.
• Progress MSA executed June 25, 2026; initial lump‑sum license fees ≈ $1.4M.
• Combined initial lump‑sum license fees under the two agreements ≈ $3.9M.
• Progress MSA includes optional additional software upgrades (at Progress’ election) with potential additional fees up to ≈ $10.4M; A&R MB MSA no longer includes those upgrade fees.
• Both MSAs: initial one‑year term with automatic annual renewals and 30‑day termination notice. Full agreements expected to be filed as exhibits to Swarmer’s Form 10‑Q for the quarter ending June 30, 2026.

Why It Matters

• These agreements lock in near‑term, non‑equity revenue opportunities from licensing Swarmer’s software to parties integrating the software into unmanned aerial vehicles. The company reports about $3.9M of initial, lump‑sum license fees now contractually committed and up to an additional ~$10.4M in upgrade fees under the Progress deal if elected.
• Investors should note the change to the Meta Bureau arrangement (reduced initial fee and removal of upgrade option) and the allocation of previously‑expected upgrade opportunities to the Progress agreement. The company will provide the full contracts in its upcoming 10‑Q, which will give more detail on payment timing, revenue recognition and other material terms.