Swarmer (SWMR) M&A announcement summary

Deal rationale and strategic fit

• Adds Ratel’s combat-proven UGVs to an autonomy platform, aiming to combine ground launch platforms and software for interoperable unmanned systems.

• Ratel’s five UGV models support logistics, casualty evacuation, reconnaissance, drone launch, demining, engineering and strike missions.

• Ground platforms could carry and launch UAVs, supporting larger drone groups and the goal of one operator controlling hundreds or thousands of drones.

• UGV procurement grew more than 5x YoY; Ratel represented ~37% of Ukrainian government UGV purchases in the April 2026 procurement cycle.

• Strategic aim is to combine battlefield-tested systems into an integrated platform for Ukraine and other markets.

Financial terms and conditions

• Agreement covers 100% of Ratel; closing consideration is $7.2M cash, subject to adjustments, plus 1,064,942 shares with a six-month lock-up.

• Earn-outs could add up to $7.2M cash for FY2026 targets and up to 4,422,125 shares for FY2026–FY2028 targets; maximum issuance is 5,487,067 shares including closing shares.

• Up to $224M in cash and stock is payable if all earnout milestones are met; the previously announced headline used a $36.34 share price and included employee retention grants.

• 77% of consideration is performance-based, tied to revenue and operating-income targets through 2028.

• Employee incentives include $0.8M cash and 118,326 RSUs at closing, plus up to $0.8M and 118,326 RSUs tied to the 2026 earnout.

Integration plans and timeline

• Closing is expected in Q4 2026, subject to stockholder approval and other customary conditions; a share-issuance vote was scheduled for November 2.

• Ratel is expected to become a wholly owned subsidiary; its brand, operations and management team will be preserved, with compliance elements integrated.

• Founder and CEO Taras Ostapchuk is expected to remain in that role and report to Alex Fink, President and U.S. CEO.

• More than 300 Ratel employees are expected to join, bringing the pro forma workforce to nearly 500; Ratel will prioritize existing customer commitments while preparing to scale.