Thompson Jeffrey M 4

What Happened
Jeffrey M. Thompson, a reported >10% owner of Red Cat Holdings (RCAT), received large compensation awards and exercised/converted a small amount of derivative securities on April 6, 2026. The filing shows grants of 1,040,000 derivative shares (grant recorded as $0 in the Form 4) and 21,182 restricted stock units (RSUs). Thompson also exercised/converted 5,295 derivative units into common shares; 1,570 of those shares were withheld to cover tax obligations at $13.06/share (total $20,504), leaving a net of 3,725 newly issued shares to him.

Key Details

• Transaction date: April 6, 2026; Form 4 filed May 11, 2026 (late filing).
• Grants: 1,040,000 derivative shares (A) reported at $0; 21,182 RSUs (A) reported at $0.
• RSU vesting (per footnote): 1/4 of the 21,182 RSUs vested on April 6, 2026; remaining RSUs vest on December 31, 2026.
• Option/award vesting (per footnote): the 1,040,000 award vests in three equal annual installments on Dec 31, 2026, 2027 and 2028; granted as compensation in lieu of base salary/annual bonus.
• Exercise/conversion: 5,295 shares converted/exercised (M); 1,570 shares were withheld for taxes at $13.06/share, totaling $20,504 (code F). Net shares issued from the conversion = 3,725 (5,295 − 1,570).
• Shares owned after transaction: not specified in the items on this filing.
• Filing timeliness: Form 4 was filed over a month after the April 6 transactions (marked late).

Context
These actions are compensation-related (large derivative grant and RSUs) and an exercise/conversion with standard tax-withholding (shares withheld to cover taxes). For retail investors, grants and RSUs reflect compensation/retention incentives rather than open-market purchases (which are stronger bullish signals). As a reported >10% owner, Thompson is a significant shareholder; these filings document compensation and conversion activity rather than a discretionary market buy or sell.