Swarmer (SWMR) Proxy filing summary

Executive summary

• Proposed acquisition of 100% of Ratel Robotics, a Ukrainian unmanned-ground-vehicle developer, is expected to close in Q4 2026, subject to shareholder, regulatory and other closing conditions.

• Consideration includes estimated $7.2M cash and 1,064,942 shares at closing, plus up to $7.2M cash and 4,422,125 shares tied to FY2026–2028 revenue and operating-income targets.

• Preliminary pro forma consideration is $189.4M, including $148.0M maximum undiscounted earnout; final fair-value allocation remains pending and is expected within 12 months after closing.

Voting matters and shareholder proposals

• Virtual special meeting scheduled for November 2, 2026; Proposal 1 seeks approval to issue up to 5,487,067 shares under Nasdaq Rule 5635(a), and Proposal 2 authorizes adjournment to solicit votes if needed.

• Board recommends FOR both proposals; each requires a majority of votes cast. Share-issuance approval is a closing condition; if it fails, the acquisition cannot proceed as agreed.

• If all 5,487,067 shares are issued, existing holders would own 74.9% and sellers 25.1% of shares outstanding, based on 16,610,264 shares outstanding as of September 9, 2026.

Board of directors and corporate governance

• A standing Special Transaction Committee was formed in April 2026 to oversee acquisition evaluations and negotiations; the Board approved the transaction on September 4, with one director abstaining in favor of a partnership approach.

• Board cited strategic and technology fit, seller-team retention, potential sales expansion and contingent consideration alignment; integration plans aim to preserve Ratel Robotics’ brand, continuity and management autonomy.