Swarmer (SWMR) Proxy filing summary

Executive summary

• Special Meeting scheduled for October 30, 2026, to approve share issuance for the acquisition of Ratel Robotics, a Ukrainian unmanned ground vehicle manufacturer.

• Acquisition consideration includes $7.2M cash, 1,064,942 shares at closing, up to $7.2M cash earnout, and up to 4,422,125 shares based on performance through 2028.

• Board recommends voting FOR both the share issuance and adjournment proposals.

• Acquisition aims to expand product offerings and integrate Ratel Robotics’ technology and team.

Voting matters and shareholder proposals

• Proposal 1: Approve issuance of up to 5,487,067 shares of common stock for the acquisition, as required by Nasdaq rules.

• Proposal 2: Approve adjournment of the meeting if more time is needed to solicit votes.

• Both proposals require a majority of votes cast for approval.

• Only shareholders of record as of September 11, 2026, are eligible to vote.

Board of directors and corporate governance

• Board evaluated strategic fit, technology, management retention, and integration plans.

• Board considered risks including geopolitical instability, working capital needs, and customer concentration.

• Board recommends approval of both proposals as in the best interests of shareholders.