Swarmer (SWMR) 10% Owner Kupriienko Forfeits RSUs, Exercises Derivatives

What Happened

• Kupriienko Serhii, a reported 10% owner of Swarmer, forfeited 1,202,065 unvested restricted stock units (RSUs) upon termination of employment on August 19, 2026 (disposition to issuer, reported with $0 proceeds). On September 21, 2026 he reported the exercise/conversion of derivative securities resulting in 235,163 shares (reported acquired under code M), and the same 235,163 shares were reported as disposed to the issuer at $0 on that date. No cash proceeds are shown for these transactions in the filing.

Key Details

• Transaction dates and amounts:
  • 2026-08-19: Disposition to issuer (D) — 1,202,065 RSUs forfeited, $0 proceeds. (Footnote F1)
  • 2026-09-21: Exercise/conversion of derivative (M) — 235,163 shares acquired (reported N/A for price), then 235,163 shares disposed to issuer at $0 (derivative disposition).
• Reported price information: Filing shows $0 for the disposals; footnote F2 states $0.00001 (nominal amount referenced in the filing).
• Shares owned after the transactions: Not specified in the provided filing details.
• Footnotes of note:
  • F1: RSUs were unvested and forfeited upon termination on Aug 19; the RSU forfeiture was reported late due to an administrative error (not attributable to the reporting person).
  • F2: $0.00001 (nominal amount referenced).
  • F3: Describes typical vesting schedule for the option underlying the shares (one-fourth at one year, then monthly over 36 months).
• Timeliness: The RSU forfeiture was reported late per the footnote; filing timeliness flagged as late (transactionTimeliness = 'L').

Context

• The August transaction was a forfeiture of unvested RSUs following employment termination — a cancelation of expected equity rather than a market sale (no cash received).
• The September entries reflect an exercise/conversion of derivative securities (code M). The same number of shares was reported as disposed to the issuer at $0; the filing does not provide further detail on whether this reflects net settlement, cancellation, tax withholding, or other internal settlement mechanics.
• As a reported 10% owner (not described here as an active executive), these entries document insider position changes but do not, on their face, indicate a market purchase or open-market sale for cash.