Swarmer (SWMR) Director Philip Wagenheim Exercises Warrants

What Happened

• Philip Wagenheim, a director and managing member of Theseus Capital Partners (Theseus), reported two principal actions: a pro rata distribution of common stock from Theseus and a cashless exercise of warrants. On Sept 15, 2026, Theseus distributed 1,124,981 shares pro rata to its members, reducing Wagenheim’s beneficial ownership (disposition, $0 proceeds). On Sept 16, 2026, Theseus (through Wagenheim) exercised in full 899,988 warrants via the cashless exercise provision, resulting in issuance of 819,487 common shares to Theseus (reported acquisition value ~$2,731,678) after withholding 80,501 shares to satisfy the aggregate exercise price.

Key Details

• Transaction dates: Sept 15, 2026 (distribution) and Sept 16, 2026 (warrant exercise).
• Details of exercise: 899,988 warrants exercised cashlessly; 819,487 shares issued to Theseus, 80,501 shares withheld to cover exercise price ($3.3334 per warrant). The cashless conversion used a reference price of $37.2672/share per the warrant terms.
• Reported value: Acquisition reported as $2,731,678 for the 819,487 shares received.
• Beneficial ownership limit: Warrant shares are subject to a 4.99% beneficial ownership limitation; 50,516 shares were initially held in abeyance and later issued after an increase in shares outstanding.
• Lock-up: Wagenheim agreed to a 6‑month lock-up on shares received upon exercise (Lock-Up Agreement dated Sept 17, 2026).
• Filing timeliness: Form 4 filed Sept 17, 2026 — within the typical 2-business-day reporting window for these Sept 15–16 transactions.
• Shares owned after transaction: The filing does not state Wagenheim’s total shares owned following these transactions.

Context

• This was primarily a derivative exercise (cashless exercise of warrants), not an open-market purchase. In a cashless exercise the holder receives fewer shares because some are withheld to cover the exercise cost — here 80,501 shares were withheld. The Sept 15 distribution was an internal pro rata distribution from Theseus (no cash exchanged) and reduced Wagenheim’s proportionate ownership held through Theseus. The filing is informational and does not, by itself, indicate the insider’s view of the company’s prospects.