What changed in this filing

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Item 1. Business

2026-03-19 compared with 2024-08-08 · 220 added, 298 removed, 5 unchanged (99% of the section changed)

The Company was originally incorporated under the

laws of the State of Colorado in 1984 under the name Oravest International, Inc.

In November 2016, we changed our name to TimefireVR,

We are a U.S.-based provider of advanced all-domain drone and robotic solutions for defense, national security, and commercial applications.

We develop American-made hardware and software that supports military, government, and public safety operations across air, land, and sea.

Our family of systems delivers tactical capabilities in small, unmanned aircraft systems (sUAS) and uncrewed surface vessels (USVs), delivering integrated platforms designed to enhance safety and multi-domain mission effectiveness.

We were originally incorporated under the laws of the State of Colorado in 1984 under the name Oravest International, Inc.

In November 2016, we changed our name to TimefireVR, Inc.

and re-incorporated in Nevada.

In May 2019, the Company completed a share exchange agreement with Propware which resulted in the

Propware shareholders acquiring an 83% ownership interest, and management control, of the Company.

In connection with the share exchange

agreement, we changed our name to Red Cat Holdings, Inc.

(“Red Cat” or the “Company” or “we”) and

our operating focus to the drone industry.

Prior to the share exchange agreement, Propware was

focused on the research and development of software solutions that could provide secure cloud-based analytics, storage and services for

In May 2019, the Company completed a share exchange agreement with Propware which resulted in the Propware shareholders acquiring an 83% ownership interest, and management control, of the Company.

In connection with the share exchange agreement, we changed our name to Red Cat Holdings, Inc.

(“Red Cat” or the “Company” or “we”).

Following the share exchange agreement and our name change, we completed a series of acquisitions and financings which have broadened the scope of our activities in the drone industry.

The Drone Industry

Following the share exchange agreement and its name change, Red Cat has completed a series of acquisitions and financings

which have broadened the scope of its activities in the drone industry.

These acquisitions included:

In January 2020, we acquired Rotor Riot, a reseller of drones and related parts, primarily to the consumer marketplace through its digital storefront located at www.rotorriot.com.

The total purchase price was $2.0 million.

In November 2020, the Company acquired Fat Shark which sells consumer electronics products to the first-person view (“FPV”) sector of the drone industry.

Fat Shark’s flagship products are headsets with a built-in display (or “goggles”) that allow a pilot to see a real-time video feed from a camera typically mounted on an aerial platform or drone.

The total purchase price was $8.4 million.

In May 2021, we acquired Skypersonic, a provider of drone products and software solutions that enable drone inspection flights that can be executed by pilots anywhere in the world.

Skypersonic powers drones to “Fly Anywhere” and “Inspect the Impossible”.

Its patented software and hardware solutions allow for inspection services in restricted spaces where GPS is denied or unavailable.

The total purchase price was $2.8 million.

In August 2021, the Company acquired Teal, a leader in providing sophisticated and complex unmanned aerial vehicle ("UAV") technology, primarily drones, to government and commercial enterprises, most notably, the military.

Teal manufactures drones approved by the U.S.

Department of Defense for reconnaissance, public safety, and inspection applications.

The total purchase price was $10.0 million.

Following the Teal acquisition in August 2021, we

concentrated on integrating and organizing these businesses.

Effective May 1, 2022, we established the Enterprise segment and the Consumer

segment to focus on the unique opportunities in each sector.

The Enterprise segment’s initial strategy was to provide UAVs to commercial

enterprises, and the military, to navigate dangerous military environments and confined industrial and commercial interior spaces.

Subsequently,

the segment narrowed its near-term attention on the military and other government agencies.

Skypersonic's technology has been redirected

to military applications and its operations consolidated into Teal.

The Enterprise segment’s

current business strategy is focused on providing integrated robotic hardware and software for use across a variety of applications.

Its solutions provide critical situational awareness and actionable intelligence to on-the-ground warfighters and battlefield commanders

as well as firefighters and public safety officials.

Our Enterprise segment’s efforts are centered on developing and scaling an

American made family of systems.

We have since completed construction of a manufacturing facility in Salt Lake City and believe that

an increased focus by the United States government and American businesses on purchasing products that are “Made in America”

provide our Enterprise segment with a competitive advantage.

On February 16, 2024,

we closed the sale of our Consumer segment, consisting of Rotor Riot and Fat Shark, to Unusual Machines, Inc.

(or “Unusual Machines”

The sale reflects our decision to focus our efforts and capital on defense where we believe there are more opportunities

to create long term shareholder value.

Accomplishments during Fiscal 2024 and to date include:

Teal 2, a military-grade sUAS Designed to “Dominate the Night™”

Following its acquisition

by Red Cat in August 2021, Teal accelerated efforts on the development of its next generation drone for our Enterprise segment.

efforts culminated in the launch of the Teal 2 in April 2023.

The Teal 2 is the first small, unmanned aircraft system (“sUAS”)

designed to “Dominate the Night”, when most combat operations take place, through its enhanced capabilities.

The Teal 2 offers

the latest intelligence, surveillance, and reconnaissance (“ISR”) technology and delivers time-critical information that enables

the warfighter to make faster and smarter decisions.

The Teal 2 is manufactured

exclusively at Teal’s purpose-built factory in Salt Lake City, Utah.

Teal originally moved into the facility in October 2021.

January 2022, Teal doubled the size of the facility, which now totals approximately 22,000 square feet, to fully scale production capacity

to meet the forecast growth in demand and to house its expanding team of software and technology engineers.

We believe that maximum production

capacity for this facility can reach 5,000 or more drones per month over the next few years, provided that additional capital investments

are made and manufacturing efficiencies realized.

Manufacturing in the United States, “Made in the USA,” is a critical consideration

government and other state and local government agencies.

Fiscal 2024, Teal continued to scale the manufacturing facility, including dedicated teams for production and assembly, manufacturing

engineering, supply chain and logistics, warranty and returns, as well as a flight operations team that is focused on manufacturing and

quality assurance and quality control.

Designation of Teal

2 as Blue UAS received from U.S.

The drone industry continues to expand to become a powerful business tool and recreational activity, with growth occurring broadly and across our targeted industries.

Unmanned systems have become an increasingly important component of modern military operations.

Unmanned aerial systems, as well as unmanned surface vessels, enable military forces to conduct intelligence, surveillance, and reconnaissance, target acquisition, electronic warfare, and strike missions while reducing risk to personnel.

Advances in autonomy, sensors, communications, and artificial intelligence have expanded the operational capabilities of these systems and broadened the range of missions they can support.

Compared to traditional manned platforms, many unmanned systems can be deployed more rapidly, operate in high-risk or contested environments, and be procured at significantly lower cost.

Recent conflicts have further demonstrated the operational effectiveness of relatively low-cost unmanned systems in areas including battlefield intelligence, force protection, and precision targeting.

As a result, military organizations are increasingly integrating unmanned platforms into tactical units and broader operational planning.

Many defense planners view unmanned systems as a force multiplier that can complement or augment conventional platforms across air, land, and maritime domains.

Defense Spending and Modernization Priorities

Demand for unmanned systems is supported by increasing global defense spending and evolving military modernization priorities.

Governments worldwide continue to invest in advanced technologies intended to enhance military readiness, improve operational effectiveness, and maintain technological advantages in areas including autonomy, artificial intelligence, and networked systems.

In the United States, the Department of War (“DoW”) has identified autonomous systems, artificial intelligence, and advanced sensing capabilities as key priorities within its broader modernization strategy.

Multiple branches of the U.S.

military have initiated programs focused on expanding the deployment of tactical unmanned systems, including small drones designed to support frontline units with real-time intelligence and situational awareness.

On November 5, 2024, the U.S.

Presidential and Congressional elections occurred, with Donald Trump being elected President of the United States, and the Republican party controlling both the U.S.

Senate and the U.S.

House of Representatives.

On March 14, 2025 the Senate voted to pass the “Full-Year Continuing Appropriations and Extensions Act of 2025” (H.R.

1968) to further extend appropriations and avert a government shutdown through the end of the federal government’s fiscal year 2025 on September 30, 2025.

This continuing resolution (“CRA”) largely extended fiscal year 2024 spending levels, including certain limited flexibility to reallocate certain program funds, and, according to the Congressional Budget Office, would allow for $1.6 trillion in discretionary spending in the federal government’s fiscal

year 2025, with $893 billion for defense (an approximately $6 billion increase) and $708 billion for non-defense spending (an approximately $13 billion reduction).

On July 4, 2025, the One Big Beautiful Bill Act (OBBBA) was enacted.

This reconciliation bill appropriated an additional $156 billion for defense spending and national security priorities and is expected to result in increased investment by the DoW in defense modernization projects and increasing weapons and armaments production capacity.

Approximately $113 billion of the $156 billion in OBBBA funding for defense and national security priorities is intended to be added to the final 2026 defense appropriations bill (see below) The appropriated funds will remain available to be obligated until September 30, 2029 and can be expended through 2035.

The federal government’s 2026 fiscal year began on October 1, 2025, without the passage of Appropriation Acts or a CRA, resulting in a U.S.

Government shutdown.

On November 9, 2025, a stopgap spending measure was enacted, which expired on January 30, 2026.

Department of War’s Fiscal Year 2026 budget request totals approximately $961.6 billion, which represents $843.3 billion in base budget (discretionary) and $113.3 billion in reconciliations (mandatory) funding, representing a continuation of the sustained increase in U.S.

defense spending and reflecting ongoing investments in advanced technologies including autonomous systems, artificial intelligence, cybersecurity, and counter-unmanned aerial capabilities.

The potential challenges presented by the recent U.S.

Government shutdown, Presidential and Congressional changes, proposed new tariffs, the current budgetary and deficit funding environment, the Trump Administration’s stated fiscal policies, Israel, Ukraine, Venezuela and Taiwan funding support, potential heightened levels of inflation, ongoing supply chain disruption, and the challenging appropriations process, among other items, all continue to potentially create significant short and long-term risks to the industry and the Company.

Additionally, the Trump Administration has recently executed certain executive orders directly related to significantly changing the current DoW procurement policies and procedures, and the Federal Acquisition Regulations, the potential impact of which such changes, if effected either by executive orders or changes to the relevant law, to the industry, are unknown at this time.

We believe however that our business is well-positioned, including in areas that the Trump Administration, the DoW, the FCC and national security related and other customers currently indicate are priorities for future defense spending.

As noted above, we believe that there is a generational recapitalization of weapon systems and the defense industrial base occurring with the U.S.

and its allies to address peer and near peer threats, including Russia, China, North Korea and Iran.

We believe that our positioning as a proven provider of military grade hardware, products, systems and software to address these threats for and with our customers and partners is recognized in the industry.

Reporting Segments

We operate as one operating segment.

Operating segments are defined as components of an enterprise for which separate financial information is evaluated regularly by the chief operating decision maker ("CODM"), who is our Chief Executive Officer, in deciding how to allocate resources and assess performance.

Our CODM evaluates our financial information and resources, and assesses the performance of the resources, on a consolidated net income (loss) basis.

The CODM does not evaluate profitability below the level of the consolidated company.

The measure of segment assets is reported on the consolidated balance sheets as total consolidated assets.

Our significant segment expenses are included in the consolidated statements of operations.

The significant segment expenses that are reviewed by our CODM on a regular basis to manage performance and allocate resources include cost of goods sold, research and development and sales and marketing.

Our strategy is to provide products to the war fighter that work.

In executing our strategy, Red Cat primarily seeks to utilize proven technology, which we modify, adopt, change, integrate and apply to address market opportunities that we identify jointly with our customers and with our partners.

This approach allows us to rapidly develop and field relevant offerings, while reducing technical, schedule and financial risk.

Our Divisions and Products

Teal designs and manufactures small, tactical unmanned aircraft systems for defense and public safety customers.

In July 2025, Teal Drones achieved AS9100 certification from NSF International Strategic Registrations (NSF-ISR), a leading global certification body for aerospace and defense quality systems.

The AS9100 standard, developed by the International Aerospace Quality Group (IAQG) and based on ISO 9001, is the globally recognized benchmark for quality management in the aviation, space, and defense sectors.

It includes aerospace-specific requirements that strengthen quality control, safety, and traceability.

The certification confirms that Teal Drones meets these demanding standards across the full product lifecycle, covering design, manufacturing, and maintenance, ensuring consistent quality, reliability, and performance for customers and partners worldwide.

In November 2024, Teal was selected as a winner of the U.S.

Army’s Short Range Reconnaissance (SRR) Program of Record.

The production selection was made after a test and evaluation process of Teal’s next generation sUAS, completed by the Army Project Management Office for Uncrewed Aircraft Systems, Army Maneuver Battle Lab, Army Test and Evaluation Command, and Army Operational Test Center.

Teal products include the Black Widow™, which enables swift adaptation to mission requirements, including SRR with selectable integrated AI software capabilities.

The system is purpose-built for defense and security and designed to increase survivability for the war fighter.

Teal 2 is another SRR product whose primary application encompasses combat soldiers, police officers, firefighters, wildlife managers, and industrial inspectors rely on the Teal 2 to achieve mission success.

Teal 2 is Blue UAS Certified product by the U.S.

Department of Defense.

In June 2023, the Teal 2 received clearance from

Department of Defense ("DoD") to be designated as a Blue UAS.

The DoD defines these drones as NDAA (National Defense

Authorization Act) compliant, validated as cyber secure, and safe to fly.

This designation enables Teal to fill orders from federal, state,

and local government agencies subject to oversight by the DoD, including those orders that were contingent upon receiving certification.

In addition, many governments of allied nations are more likely to purchase Blue UAS approved drones.

Teal's legacy drone, the Golden

Eagle, is also on the cleared list.

After the U.S.

Army banned its forces from using

Chinese-made quadcopters due to security risks (the radio controls of the drone are unencrypted and the devices could potentially capture,

store and upload sensitive information to the Chinese government), the DoD began developing its own alternatives under a defense program

known as Blue sUAS.

Blue sUAS is an initiative of the Defense Innovation Unit (“DIU”), the only DoD organization focused on accelerating

the adoption of commercial and dual use technology to solve operational challenges at a speed and scale that is faster and higher than

normal for government agencies.

Red Cat Futures Initiative

In May 2024, we announced the formation of the

Red Cat Futures Initiative (RFI).

RFI is an independent, industry-wide consortium of robotics and autonomous systems (RAS) partners dedicated

to putting the most advanced and interoperable uncrewed aircraft systems into the hands of warfighters.

Anchored by Red Cat’s Teal

Drones, the RFI unites the world’s most innovative UAS hardware and software companies focused on AI/ML, swarming, FPV, command

and control, and payloads.

Founding members include Ocean Power Technologies

OPTT), Sentien Robotics, Primordial Labs, Athena AI, Unusual Machines, Reach Power, Doodle Labs, and MMS Products.

The shared goal

is advocacy, integrations and co-marketing that bridges considerable technology gaps through modular open architecture.

Government Contracts and Orders

The Enterprise segment is focused on U.S.

government agencies, particularly the DoD, as its initial target market.

Its longer term target customer base includes U.S.

and local government agencies, as well as governments of foreign allies.

An overview of existing government contracts and recent

developments include:

Finalist for Short Range Reconnaissance Program

In March 2022, Teal was selected by the DoD’s

DIU and the U.S.

Army to compete in the Short Range Reconnaissance Tranche 2 (SRR T2) Program of Record.

The rigorous technical requirements

and program objectives of SRR T2 dramatically narrowed the field from 37 drone manufacturers down to two vendors.

indicated that Tranche 2 and 3 have been combined and will represent the final tranche of the SRR program.

Teal was selected to develop a next-generation

sUAS designed for intelligence, surveillance and reconnaissance (ISR) duties, with a focus on autonomous capability, for the U.S.

The ultimate goal of the SRR T2 program is to provide a small, rucksack portable, fully encrypted sUAS that provides all Army infantry

platoons (consisting of 20-50 soldiers) with situational awareness beyond the next terrain.

As of May 2024, Teal has completed all milestones

in its SRR T2 contract, whose value totaled $5.7 million.

Teal expects the Army to announce vendor selection of a production award by

the fourth quarter of calendar 2024.

Border Patrol

$1.8 Million Purchase Order from U.S.

In September 2023, Teal was awarded a $1.8 million

contract from U.S.

Customs and Border Protection to provide Teal 2 systems to U.S.

Border Patrol.

Border Patrol is using the

Teal 2 to provide supplemental airborne reconnaissance, surveillance and tracking capability, enhancing situational awareness for U.S.

field commanders and agents.

Customs and Border Protection Contract Worth

up to $90 Million over Five Years

In December 2021, Teal was one of only five contractors

designated to participate in a firm, fixed price, multiple award blanket purchase agreement (BPA) by the United States Customs and Border

The BPA has an estimated value of $90 million in total over a 5-year period.

The Department of Homeland Security agencies

can place orders through the BPA for unmanned aircraft systems (UAS).

The drones will provide supplemental airborne reconnaissance, surveillance,

and tracking capability to enhance situational awareness for field commanders and agents in areas that lack nearby traditional surveillance

systems or available manned air support.

Defense Logistics Agency

In August 2023, Teal received two purchase orders

totaling $5.2 million from the U.S.

Defense Logistics Agency (DLA).

Both orders were requested by U.S.

Air Force Security Forces, whose

role is to defend Air Force bases and installations.

The procurements were sourced by global

operations support company Noble Supply & Logistics, LLC (NOBLE) as part of the DLA’s Special Operational

Equipment Tailored Logistics Support (“SOE TLS Program”).

NOBLE is a DLA-designated provider for the SOE TLS Program.

program, capped at $33 billion, covers the delivery of logistics support to federal agencies, military bases and

other DLA customers worldwide, helping them meet their special operational equipment requirements.

NATO Allied Countries

In March 2024, Teal received $2.5 million in

new contract awards with two NATO allied countries.

As part of our expanded global sales strategy, the contract delivery featured Teal

2 drone systems, training, and accessories.

development efforts in fiscal 2024 were focused on the scaling of the Teal 2 which was officially launched in April 2023 at the Army

Aviation Mission Solutions Summit.

Significant resources were also expended developing the next generation system under the Army's SRR

Tranche 2 program.

and Marketing

acquiring Teal in August 2021, we have built a sales and marketing team which presently consists of 16 direct and support professionals.

Most of their efforts in fiscal 2024 were focused on developing relationships with the military agencies of the U.S.

FANG™ is a 7" or 10" First Person View (FPV) small UAS designed to put operators directly “in the cockpit” with full manual control.

Built as a versatile, lower-cost flying camera system, it enables repetitive training and immersive flight experiences without the expense of higher-end platforms.

FlightWave develops and produces long-endurance, vertical takeoff and landing ("VTOL") fixed-wing unmanned aircraft systems designed for extended-range intelligence, surveillance, and reconnaissance missions.

FlightWave produces the Edge 130, which combines its innovative vertical take-off and landing capabilities, seamless transition between hover and forward flight modes, and tool-free payload swapping designed to operate in the most challenging environments.

In August 2025, we announced the launch of our newest division, Blue Ops, Inc., focused on developing a family of battle-tested USV weapons systems that meet the rapidly evolving demands of the modern battlefield.

This new division underscores our strategy to expand our family of systems and evolve into an all-domain defense company.

As part of the all-domain and multi-use case (ISR, tactical strike) strategy, we will be integrating various sensors, kinetics, and other capabilities into this new USV weapons system, including the transportation and deployment of its existing aerial UAS systems.

Blue Ops' first USV was built and delivered to its Florida showroom in the 4th quarter of 2025.

Industry Partnerships

We view strategic partnerships as a means by which to further the reach of our innovative solutions by accessing new markets, customers, and complementary capabilities.

We also consider acquisitions as a method to obtain valuable products, capabilities or technologies that can further enable our growth strategy.

Partnership to Enable FANG™ FPV Drone Deployment from AeroVironment's P550™ UAS

We announced a development roadmap with AeroVironment, Inc.

("AV") (NASDAQ:

AVAV) to enable our FANG™ FPV drones to be deployed as a payload from AV’s P550™ all-electric Group 2 eVTOL UAS.

We are actively working with AV to develop a marsupial configuration that enables the P550 to carry and release FANG from its modular CLIK interface.

Leveraging the P550’s Modular Open Systems Approach (MOSA) architecture, the concept demonstrates how interoperable unmanned systems can work together to deploy a smaller FPV drone from a long-endurance Group 2 platform to extend reach and tactical flexibility within a single mission framework.

AV’s P550 is an autonomous, all-electric Group 2 eVTOL UAS featuring a 15-pound modular payload capacity, five-hour endurance, and advanced AI-enabled autonomy.

Our FANG™ FPV drone, part of its Arachnid Family of Systems, is an NDAA compliant FPV platform built for ISR and tactical applications.

When deployed from a P550 in a marsupial

configuration, FANG can provide close-in situational awareness beyond visual line of sight, enhance operator decision-making and, in future iterations, support additional payload configurations.

We are collaborating on the engineering, interface, and control requirements needed to enable this payload deployment concept.

The teams are conducting design and compatibility work ahead of future demonstrations to showcase how modular systems can expand mission flexibility for U.S.

and allied defense forces.

This forward-looking collaboration aims to demonstrate interoperability between Group 2 and FPV-class systems, extend FPV operational range through aerial deployment, combine long- and short-range ISR capabilities within one mission, showcase modular, MOSA-aligned pathways for the Army’s evolving sUAS ecosystem.

Successful Flight Testing of Palantir’s VNav Software on Black Widow™ Drone

We successfully completed flight testing of our Black Widow™ drone equipped with Palantir Technologies Inc.

PLTR) Visual Navigation (VNav) Software.

The test demonstrated that the Black Widow™ drone can navigate in GPS-denied conditions using Palantir’s visual-based navigation software.

This marked the first known commercial demonstration of visual navigation software on a drone already accepted into a U.S.

Army program.

The testing sequence validated full integration of VNav with the Black Widow™ flight controller, including compatibility with GPS-assisted operation, accurate navigation in simulated GPS-denied environments, reliable operation at altitudes as low as one hundred fifty feet AGL and speeds up to sixteen miles per hour, robust performance in twilight and extremely low-light conditions, and a simulated reconnaissance mission with dynamic flight parameters, completed successfully without GPS or human input.

Apium Joins Red Cat Futures Initiative to Advance Swarming Autonomy for Tactical Drones

Apium Swarm Robotics, Inc., a developer of distributed autonomy for unmanned systems, signed a memorandum of agreement with the Company and joined the Red Cat Futures Initiative.

The Futures Initiative is a strategic collaboration aimed to fast-track the deployment of autonomous systems across air, land, and sea.

Apium's technology was successfully integrated onto the Teal 2 drone enabling the drones to autonomously perform multi-agent missions.

Apium’s system scalability is a result of moving the swarm logic from a centralized ground station to the drone itself.

This allows each drone to make independent decisions through cooperation with neighboring vehicles without requiring a constant up-link or ground control.

This architecture eliminates single points of failure, allowing the swarm to continue to operate even when vehicles fail or ground station communications are lost.

The system has also demonstrated resiliency when degraded by jamming or interference.

Operators can engage any of the variety of behaviors found in Apium's Swarm Library with just a few taps on a touch screen interface.

These behaviors range in complexity from orbiting over a target, to fully automated collaborative sorties.

Behaviors may be changed or adjusted, at any time, even after the swarm has been launched.

Vehicles may join or leave the swarm mid-mission, allowing vehicles to be temporarily reassigned for direct individual control, sensor ops, or kinetic action and later reintegrate with the swarm seamlessly.

Sales and Marketing

Our sales and marketing efforts have been focused on developing relationships with the military agencies of the U.S.

Federal Government.

While the sales cycle for government agencies can be extensive and take considerable time and effort to establish, they can often become

a long-term buyer once initial sales are closed.

During fiscal 2024,

we continued global expansion efforts among U.S.

In December 2023, the team showcased the Teal 2 drone at Expodefensa 2023 in

Latin America.

Expodefensa 2023 is a main hub for security and defense in Latin America, allowing international exhibitors to present

their systems and products in response to a growing regional demand.

The aim of the event was to help governments and armed forces face

their operational and capability challenges while playing a role in building a safer Latin America.

In February 2024, the

team showcased the Teal 2 drone at the World Defense Show in Saudi Arabia.

The World Defense Show provided a unique platform for the

world’s defense industry to network, partner, share knowledge, and discover new innovations and capabilities across all defense

The World Defense Show attracted key defense figures, government officials, decision-makers, and thought leaders across all

levels of the supply chain.

Other Teal Information

Teal purchases inventory

from over 35 suppliers.

Approximately 80% of this inventory is purchased from four vendors.

The most critical components are electronics

Teal's supply chain is NDAA and Blue UAS compliant.

All suppliers are approved based on Teal's strict vendor qualification

Teal's primary competitor is Shenzhen Da-Jiang Innovations

Sciences and Technologies Company Limited (“DJI”), headquartered in Shenzhen, China.

Though regulation is trending toward

further restrictions against Chinese made drones, DJI remains a global industry leader and continues to serve markets on which Teal is

Teal’s primary domestic competitor is Skydio Inc.

This company was selected alongside Teal out of 37 companies to compete

in the Short Range Reconnaissance Tranche 2 program.

Future competitors may include established defense contractors that are better capitalized

and resourced to compete in Teal's markets.

Teal competes with a combination of its unique product value propositions (i.e., nighttime

capability, modular platform), and scalable, low-cost, domestic manufacturing.

The Drone Industry

The drone industry

continues to expand to become a powerful business tool and recreational activity, with growth occurring broadly and across our targeted

According to Drone Industry Insights, the global drone market is expected to grow to $54.6 billion by 2030, with the commercial

market growing at a 7.7% compound annual growth rate (“CAGR”).

According to Vantage Market Research, the global military

drone market is projected to reach a value of $34.9 billion by 2030 at a CAGR of 11.6%.

Government Regulation

and Federal Policy

The Federal Aviation

Administration

The Federal Aviation Administration (the “FAA”)

of the United States Department of Transportation is responsible for the regulation and oversight of civil aviation within the U.S.

primary mission is to ensure the safety of civil aviation.

The FAA has adopted the name “unmanned aircraft systems” (“UAS”)

to describe aircraft systems without a flight crew on board.

More common names include drone, UAV and remotely operated aircraft.

The FAA began issuing conditional approvals allowing

the operation of drones as early 2005 with their scope and frequency expanding in recent years with the significant increase in the number

of drones sold.

In December 2015, the FAA announced that all drones weighing more than 250 grams, or 0.55 pounds, must be registered with

In June 2016, the FAA released a new section under title 14 of the Code of Federal Regulations (Part 107) defining a regulatory

framework for the commercial, industrial and public safety use of drones, establishing a licensing program for drone pilots, and issuing

Remote Pilot certificates to qualified pilots.

As of July 2023, the FAA reported the registration of almost 870,000 drones, of which approximately

350,000 were commercial and approximately 520,000 were recreational.

In addition, more than 330,000 remote pilots were certified.

data strongly suggests drones represent the largest share of commercial aviation in the United States by number of pilots, aircraft, and

In January 2021, the

FAA finalized rules requiring that drones be identifiable remotely.

These rules became effective for drone manufacturers in September

2022 and for drone pilots in September 2023.

The FAA believes that remote ID technologies enhance safety and security by allowing the

FAA, law enforcement, and federal security agencies to identify drones flying in their jurisdiction.

These efforts lay the foundation

for more complex operations, such as those beyond visual line of sight at low altitudes, as the FAA and the drone industry move toward

a unified air traffic management ecosystem as drone operations become a routine fixture in the National Airspace System (the “NAS”).

In May of 2023, the

FAA began soliciting recommendations from the industry regarding rule making supporting the implementation of Beyond Visual Line of Sight

(BVLOS) operations.

This rulemaking would support standard implementation of routine flights over the horizon, and potentially multiple

miles from a drone’s control station and pilot.

This rulemaking would free drone pilots and operators from restrictive and labor-intensive conditional approval petitions, and would improve the economies of scale for drones to tackle larger mission sets, such as

surveying miles of power lines or railroad tracks, or securing miles of rural border.

In July 2023, the FAA

released a notice of proposed rulemaking for another regulation that would ease the integration of UAS into the NAS.

This rule, known

as Modernization of Special Purpose Airworthiness Certificates, seeks to modernize the manner in which the FAA performs safety assessment

of the design of certain aircraft, including UAS.

As a result, the testing and evaluation burden on manufacturers is greatly decreased,

and the cost of development of UAS may be dramatically reduced.

American Security

In February 2023, two

Congressman introduced the American Security Drone Act (ASDA) which would prohibit the purchase and operation of drones from countries

identified as national security threats such as China.

The basis for the legislation is that purchases from these countries (i) pose

a significant threat to national security, (ii) represent efforts to infiltrate and influence American society, and (iii) risk the theft

of personal and business data.

Specifically, the American Security Drone Act:

Prohibits federal departments and agencies from procuring

certain foreign commercial off-the-shelf drone or covered unmanned aircraft system manufactured or assembled in countries identified

as national security threats and provides a timeline to end current use of these drones.

Prohibits the use of federal funds awarded through certain

contracts, grants, or cooperative agreements to state or local governments from being used to purchase foreign commercial off-the-shelf

drones or covered unmanned aircraft systems manufactured or assembled in a country identified as a national security threat.

Requires the Comptroller General of the United States to

submit a report to Congress detailing the amount of foreign commercial off-the-shelf drones and covered unmanned aircraft systems

procured by federal departments and agencies from countries identified as national security threats.

December 2023, the ASDA was officially passed into law as part of the National Defense Authorization Act.

Other Corporate

Environmental

Considerations

operations of many businesses have some form of negative impact on the environment, drones have a unique ability to provide a positive

contribution.

Many of these relate to a drone’s ability to reach places in a more efficient manner, and include such activities

Aerial mapping

and nature monitoring

of renewable energy sources and infrastructure

Disaster relief

sustainability

While the sales cycle for government agencies can be extensive and take considerable time and effort to establish, they can often become a long-term buyer once initial sales are closed.

Our sales and marketing teams have also been active in international markets looking at establishing long term relationships with foreign government and military clients as well.

We are dependent upon the availability of materials and major components and the performance of our suppliers.

Historically, we have been successful in obtaining the materials required in our manufacturing processes.

We seek to manage materials supply risk through long-term non-binding agreements with certain key suppliers that help stabilize pricing, reduce lead times, enhance planning accuracy and, to some degree, mitigate risk.

While we believe that all such raw materials and components are available to meet our needs from various suppliers, certain supply chain constraint

trends, such as increased demand for domestic suppliers, could cause delays in production and development programs and negatively impact our operating results.

We believe the principal competitive factors in the markets for our uncrewed aerial and maritime systems include product performance;

mission reliability;

survivability;

innovative features;

acquisition cost;

lifetime operating cost, including maintenance and logistics support;

ease of deployment and operation;

secure communications;

rapid integration with existing command-and-control architectures;

manufacturing scalability;

customer support;

and brand reputation.

Several companies globally, primarily in the United States and allied nations, compete in these markets to varying degrees.

While many competitors possess substantial financial, technical, and marketing resources, we believe our focus on tactical edge systems, rapid innovation cycles, and mission-driven design differentiates our offerings.

The market for small UAS platforms is highly competitive and continues to evolve rapidly in response to changing operational requirements, emerging autonomy capabilities, and government procurement programs emphasizing domestic manufacturing and cybersecurity compliance.

We also face competition from international manufacturers offering comparable small tactical UAS platforms, particularly in allied markets.

The market for mid-sized tactical UAS platforms includes competitors with varying degrees of endurance, payload capacity, and vertical launch capability.

The market for tactical and mid-sized USVs is competitive and characterized by increasing demand for autonomous navigation, modular payload integration, maritime domain awareness, and fleet interoperability.

Across all divisions, we compete with established defense contractors, emerging venture-backed technology companies, and international manufacturers.

In addition, evolving government procurement policies, regulatory requirements, and export controls may affect the competitive landscape.

We believe our focus on secure, mission-ready systems, rapid innovation, and customer-driven development positions us competitively within our target markets.

Government Regulation and Federal Policy

The Federal Aviation Administration

The Federal Aviation Administration (the “FAA”), within the U.S.

Department of Transportation, regulates and oversees civil aviation in the United States.

Its mission is aviation safety, and reliability of the National Airspace System ("NAS") The FAA uses the term “unmanned aircraft systems” ("UAS") to describe aircraft operated without a flight crew onboard, commonly referred to as drones, UAVs, or remotely operated aircraft.

Over the last decade, the FAA has steadily moved UAS from one-off approvals toward a predictable operating framework.

Registration requirements, the Part 107 remote pilot regime, and Remote ID each created the scaffolding for lawful commercial operations at scale.

For UAS manufacturers, the value is simple:

clearer rules expand the addressable market, reduce friction for customers, and reward platforms built to operate compliantly.

Part 108 (proposed BVLOS rulemaking)

The FAA’s proposed BVLOS rule would establish 14 CFR Part 108, creating a dedicated pathway for routine, scalable operations beyond visual line of sight, instead of relying on waivers and bespoke approvals.

The Notice of Proposed Rulemaking ("NPRM") is structured around two authorization tracks, operating permits for defined, lower-risk missions and operating certificates for more complex operations with additional program requirements.

It also ties BVLOS scalability to standardized operator obligations, maintenance expectations, and a defined process for UAS airworthiness acceptance.

The practical effect is to turn BVLOS into an operational category that can be productized by industry, rather than a regulatory exception that must be litigated flight-by-flight.

For manufacturers, Part 108 is expected to be a direct value driver because it:

• normalizes BVLOS as a repeatable use case across infrastructure, public safety, agriculture, surveying, and logistics, which expands demand for capable systems;

• rewards platforms engineered for design assurance, reliability, and compliance documentation, which becomes a differentiator as operators migrate off waivers;

• reduces the commercial penalty of regulatory uncertainty, making customer procurement and long-cycle enterprise adoption more realistic.

Additionally, in January 2025, we received FAA authorization to operate UAS in U.S.

airspace without broadcasting Remote ID, specifically for aeronautical research in controlled conditions.

The approval remains valid through January 31, 2028, barring earlier rescission or extension.

FCC Covered List Action

Separate from FAA operational regulation, the FCC controls whether many wireless-enabled devices can be authorized for import and sale in the United States through its equipment authorization regime.

In December 2025, the FCC updated its Covered List to add foreign-produced UAS and foreign-produced UAS critical components on a going-forward basis, based on a national security determination.

This is a meaningful market-structure change:

it constrains the pipeline of new foreign models entering U.S.

commerce through normal authorization channels, while creating a clear incentive for trusted, compliant domestic supply chains.

In early January 2026, the FCC also recognized a defense-driven carve-out for vetted, trusted systems, including UAS and components on the Defense Contract Management Agency's Blue UAS list and certain domestic end products under Buy American standards, through January 1, 2027.

This is expected to benefit UAS manufacturers because:

• it shifts competitive advantage toward trusted platforms with resilient supply chains, rather than lowest-cost imports;

• it rewards manufacturers that can meet government and enterprise security requirements without redesigning the product around last-minute compliance surprises;

• it reduces customer risk around procurement continuity, supportability, and policy whiplash.

American Security Drone Act

In February 2023, Members of Congress introduced the American Security Drone Act (ASDA) to limit procurement and use of covered foreign UAS, reflecting national security and data risk concerns.

ASDA became law as part of the FY24 NDAA and is being implemented through federal acquisition rules that prohibit executive agencies (and, critically, contractors using federal funds) from procuring covered foreign UAS, with an operational prohibition tied to statutory timelines.

For UAS manufacturers, ASDA is expected to drive value because it:

• creates durable demand signals inside federal procurement and federally funded programs;

• accelerates state and local migration away from covered foreign platforms where federal money touches the purchase;

• turns “trusted” from a marketing adjective into a procurement gate, which benefits manufacturers already aligned to U.S.

security expectations.

Environmental Considerations

While the operations of many businesses have some form of negative impact on the environment, drones have a unique ability to provide a positive contribution.

Many of these relate to a drone’s ability to reach places in a more efficient manner, and include such activities as:

• Aerial mapping and nature monitoring

• Maintenance of renewable energy sources and infrastructure

• Disaster relief monitoring

• Agriculture sustainability

• Wildlife conservation

Company has consolidated its intellectual property (“IP”) into a subsidiary, UAVPatent Corp.

The subsidiary holds 22 issued

patents and registered designs and 8 pending patents and registered designs.

The IP portfolio includes design and utility patents ranging

from modular architectures to autonomous capabilities.

None of the patents are currently licensed and IP is generated in the general

course of engineering design.

Corp also has the trademarks on the Teal, Skypersonic, and Red Cat brands and logos.

As of June 30, 2024,

the Company had 89 full-time employees.

During the years ended

April 30, 2024 and 2023, we incurred research and development costs of $5,500,932 and $4,902,334, respectively, excluding $395,105 and

$692,947 of stock-based compensation, respectively.

Intellectual Property

The Company has consolidated its company-owned intellectual property (“IP”) into a subsidiary, UAVPatent Corp.

The subsidiary holds 34 issued patents and registered designs and 13 pending patents.

The IP portfolio includes design and utility patents ranging from modular architectures to autonomous capabilities.

None of the patents are currently licensed and IP is generated in the general course of engineering design.

UAVPatent Corp also has the trademarks on the Teal, FlightWave, Skypersonic, and Red Cat brands and logos.

Intellectual Property related to our drones is also acquired through supply purchasing in the form of technology rights and software licenses.

As of December 31, 2025, the Company had 244 full-time employees.

Our employees are our greatest asset, and the ability to recruit, retain, fairly compensate, and develop our workforce is critical to our success.

We work diligently to attract the best talent from a diverse range of sources in order to meet the current and future demands of our business.

We have established relationships with local job networks and educational institutions to proactively attract a diverse pool of talent.

We also strive to provide a compensation and benefits package that will attract, retain, and motivate employees and reward their performance, including competitive market-based pay and comprehensive benefits.

We are committed to providing fair and equitable pay for employees, utilizing both external and internal benchmarking tools to do so.

Eligible employees have access to a wide range of benefits including medical, dental, and vision plans;

life insurance, disability insurance and identity theft insurance;

savings and retirement plans;

an employee stock purchase plan;

and other resources.

Guided by our values, we are committed to creating a company where everyone is included and respected, and where we support each other in reaching our full potential.

Research and Development

During the year ended December 31, 2025, we incurred research and development costs of $16.7 million, excluding $1.2 million of stock-based compensation.

During the eight months ended December 31, 2024, we incurred research and development costs of $6.4 million, excluding $0.2 million of stock-based compensation.

During the year ended April 30, 2024, we incurred research and development costs of $5.9 million, excluding $0.4 million of stock-based compensation.

Available Information

Our website is located at www.redcat.red.

Information found on our website is not incorporated by reference into this report.

We make our filings with the U.S.

Securities and Exchange Commission, or SEC, including our annual report on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, and any amendments and exhibits to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended, or the Exchange Act, available free of charge on or through our website, as soon as reasonably practicable after we electronically file such material with, or furnish it to, the SEC.

The SEC maintains a website that contains reports, proxy and information statements, and other information regarding our filings at http://www.sec.gov.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 1. Business