144: Report of proposed sale of securities
Published on September 12, 2025
| 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 |
144: Filer Information
| Filer CIK | 0001397565 |
| Filer CCC | XXXXXXXX |
| Is this a LIVE or TEST Filing? |  LIVE
 TEST
|
Submission Contact Information | |
| Name | |
| Phone | |
| E-Mail Address |
144: Issuer Information
| 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.
| |
| Relationship to Issuer | Director and CEO |
144: Securities Information
| Title of the Class of Securities To Be Sold | Common stock |
| Name and Address of the Broker | Morgan Stanley 1585 Broadway New York, NY 10036 |
| Number of Shares or Other Units To Be Sold | 750000 |
| Aggregate Market Value | 8250000.00 |
| Number of Shares or Other Units Outstanding | 99764256 |
| Approximate Date of Sale | 09/12/2025 |
| Name the Securities Exchange | Nasdaq Capital Marke |
Furnish the following information with respect to the acquisition of the securities to be sold and with respect to the payment
of all or any part of the purchase price or other consideration therefor:
144: Securities To Be Sold
| Title of the Class | Common Stock | ||||
| Date you Acquired | 05/15/2019 | ||||
| Nature of Acquisition Transaction | Share exchange agreement | ||||
| Name of Person from Whom Acquired | Issuer | ||||
| |||||
| Amount of Securities Acquired | 750000 | ||||
| Date of Payment | 05/15/2019 | ||||
| Nature of Payment | Shares exchanged | ||||
If the securities were purchased and full payment therefor was not made in cash at the time of purchase, explain in the table or in a note
thereto the nature of the consideration given. If the consideration consisted of any note or other obligation, or if payment was made
in installments describe the arrangement and state when the note or other obligation was discharged in full or the last installment paid.
Furnish the following information as to all securities of the issuer sold during the past 3 months by the person for whose account the securities are to be sold.
144: Securities Sold During The Past 3 Months
| Nothing to Report |  |
144: Remarks and Signature
| 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) | |