144: Filer Information
| Filer CIK | 0001397565 |
| Filer CCC | XXXXXXXX |
| Is this a LIVE or TEST Filing? | LIVE
TEST
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Submission Contact Information | |
| Name | |
| Phone | |
| E-Mail Address |
| Form 144 Filer Information |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 144
NOTICE OF PROPOSED SALE OF SECURITIES
PURSUANT TO RULE 144 UNDER THE SECURITIES ACT OF 1933 | |
FORM 144 |
| Filer CIK | 0001397565 |
| Filer CCC | XXXXXXXX |
| Is this a LIVE or TEST Filing? | LIVE
TEST
|
Submission Contact Information | |
| Name | |
| Phone | |
| E-Mail Address |
| Name of Issuer | Red Cat Holdings, Inc. |
| SEC File Number | 001-40202 |
| Address of Issuer | 15 Ave. Munoz Rivera, Ste. 2200 San Juan, PUERTO RICO 00901-2510 |
| Phone | 833-373-3228 |
| Name of Person for Whose Account the Securities are To Be Sold | Jeffrey M. Thompson |
See the definition of "person" in paragraph (a) of Rule 144. Information is to be given not only as to the person for whose account
the securities are to be sold but also as to all other persons included in that definition. In addition, information shall be given
as to sales by all persons whose sales are required by paragraph (e) of Rule 144 to be aggregated with sales
for the account of the person filing this notice.
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| Relationship to Issuer | Director and CEO |
| Title of the Class of Securities To Be Sold | Name and Address of the Broker | Number of Shares or Other Units To Be Sold | Aggregate Market Value | Number of Shares or Other Units Outstanding | Approximate Date of Sale | Name the Securities Exchange |
|---|---|---|---|---|---|---|
| Common stock | Morgan Stanley 1585 Broadway New York, NY 10036 | 750000 | 8250000.00 | 99764256 | 09/12/2025 | Nasdaq Capital Marke |
| Title of the Class | Date you Acquired | Nature of Acquisition Transaction | Name of Person from Whom Acquired | Is this a Gift? | Date Donor Acquired | Amount of Securities Acquired | Date of Payment | Nature of Payment * |
|---|---|---|---|---|---|---|---|---|
| Common Stock | 05/15/2019 | Share exchange agreement | Issuer | ![]() | 750000 | 05/15/2019 | Shares exchanged |
| Nothing to Report | ![]() |
| Remarks | In accordance with the procedures described in the interpretive letters from the staff of the Securities and Exchange Commission to Goldman Sachs & Co., dated December 20, 1999, and to Bank of America, N.A., Merrill Lynch, Pierce, Fenner & Smith Incorporated, dated December 1, 2011, on the date hereof, Jeffrey M. Thompson entered into a variable prepaid forward contract with Morgan Stanley Bank, N.A, an affiliate of the broker named on Side 1, Item 3(b), secured by up to 750,000 shares of common stock of Red Cat Holdings, Inc. (the "Issuer"). The actual number shares of common stock in the Issuer to be delivered by Mr. Thompson under the variable prepaid forward contract will be determined based on the volume weighted average price of the Issuer's common stock at settlement relative to an agreed forward floor price and forward cap price, with the aggregate number not to exceed 750,000 shares of common stock. Subject to certain conditions, Mr. Thompson can also elect to settle the varia |
| Date of Notice | 09/12/2025 |
ATTENTION: | |
| The person for whose account the securities to which this notice relates are to be sold hereby represents by signing this notice that he does not know any material adverse information in regard to the current and prospective operations of the Issuer of the securities to be sold which has not been publicly disclosed. If such person has adopted a written trading plan or given trading instructions to satisfy Rule 10b5-1 under the Exchange Act, by signing the form and indicating the date that the plan was adopted or the instruction given, that person makes such representation as of the plan adoption or instruction date. | |
| Signature | /s/ Jeffrey M. Thompson |
ATTENTION: Intentional misstatements or omission of facts constitute Federal Criminal Violations (See 18 U.S.C. 1001) | |