What changed in this filing

/stocks — the workspaceLOADING

Item 9A. Controls and Procedures

2026-03-19 compared with 2024-08-08 · 185 added, 207 removed, 21 unchanged (95% of the section changed)

CONTROLS AND PROCEDURES

Disclosure Controls and Procedures.

Our management, with the participation of our CEO

(principal executive officer) and CFO (principal financial officer), has evaluated the effectiveness of the Company’s disclosure

controls and procedures, as defined in Rule 13a-15(e) and 15d-15(e) of the Exchange Act, as of April 30, 2024.

The term “disclosure controls and procedures”

as defined in Rules 13a-15(e) and 15d-15(e) means controls and other procedures of the Company that are designed to ensure that information

required to be disclosed by the Company in reports, such as this report, that it files or submits under the Exchange Act is recorded,

processed, summarized and reported within the time periods specified in the SEC’s rules and forms.

Disclosure controls and procedures

include, without limitation, controls and procedures designed to ensure that information required to be disclosed by the Company in the

reports that it files or submits under the Exchange Act is accumulated and communicated to the Company’s management, including its

principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions

regarding required disclosure.

Management recognizes that any controls and procedures, no matter how well designed and operated, can provide

only reasonable assurance of achieving their objectives, and management necessarily applies its judgment in evaluating the cost-benefit

relationship of possible controls and procedures.

Based on that evaluation,

our CEO and CFO concluded that our disclosure controls and procedures were effective as of April 30, 2024.

Management's annual report on internal control

over financial reporting.

Our management is responsible for establishing and

maintaining adequate internal control over financial reporting.

Our internal control over financial reporting is designed to provide reasonable

assurances regarding the reliability of financial reporting and the preparation of our consolidated financial statements in accordance

Our accounting policies and internal controls over financial reporting, established and maintained by management, are under

the general oversight of the Board’s audit committee.

Our internal control over financial reporting includes

those policies and procedures that:

pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of our assets;

provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP, and that receipts and expenditures are being made only in accordance with authorizations of our management and directors;

provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control

over financial reporting may not prevent or detect misstatements.

Also, projections of any evaluation of effectiveness to future periods

are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree or compliance with the

policies or procedures may deteriorate.

Management assessed our internal control over financial

reporting as of April 30, 2024.

The standard measures adopted by management in making its evaluation are the measures in the Internal-Control

Integrated Framework published by the Committee of Sponsoring Organizations (“COSO”) of the Treadway Commission.

Based on management’s assessment using the

COSO criteria, our CEO and CFO concluded that our internal control over financial reporting was not effective, specifically

pertaining to the year ended April 30, 2023 for which we restated items related to right of use assets and liabilities as well as

the removal of the derivative liabilities.

The Company is currently in the process of formalizing narratives and processes which are

expected to mitigate these weaknesses, and has hired additional personnel to strengthen the internal control environment.

Attestation Report of the Registered Public Accounting

Because the Company is a non-accelerated filer, this

annual report does not include an attestation report of our registered public accounting firm regarding internal control over financial

Management’s report was not subject to attestation by our registered public accounting firm pursuant to rules of the

SEC where registrants that are non-accelerated filers are not required to provide the auditor attestation report.

Evaluation of Disclosure Controls and Procedures

The Company’s management, with the participation of the Company’s Chief Executive Officer and Chief Financial Officer, have evaluated the effectiveness of the design and operation of the Company’s disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) as of December 31, 2025.

Based on that evaluation, the Company’s Chief Executive Officer and the Company’s Chief Financial Officer have concluded that, as a result of the material weakness discussed below, the Company’s disclosure controls and procedures were not effective.

In light of the material weaknesses described below, management performed additional analysis and other procedures to ensure that our consolidated financial statements were prepared in accordance with U.S.

generally accepted accounting principles (GAAP).

Accordingly, management believes that the consolidated financial statements included in this Annual Report on Form 10-K fairly present, in all material respects, our financial position, results of operations, and cash flows as of and for the periods presented, in accordance with U.S.

Management’s Report on Internal Control over Financial Reporting

Management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act).

The Company’s management, with participation of the Chief Executive Officer and Chief Financial Officer, and under the oversight of our Board of Directors, conducted an evaluation of the effectiveness of our internal control over financial reporting based on the framework in “Internal Control — Integrated Framework (2013)” issued by the Committee of Sponsoring Organizations of the Treadway Commission.

Based on that evaluation, management concluded that the Company’s internal control over financial reporting was not effective as of December 31, 2025 due to the material weaknesses in internal control over financial reporting described below.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.

Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

We continue to review our internal control over financial reporting and may from time to time make changes aimed at enhancing their effectiveness and to ensure that our systems evolve with our business.

A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of our financial statements will not be prevented or detected on a timely basis.

Management identified material weaknesses due to an insufficient number of resources that resulted in inadequate levels of supervision and review and segregation of duties.

The control deficiencies did not result in any material misstatements.

However, the control deficiencies described above created a reasonable possibility that a material misstatement to the consolidated financial statements would not be prevented or detected on a timely basis.

Therefore, we concluded that the deficiencies represent material weaknesses in the Company’s internal control over financial reporting as of December 31, 2025.

As a smaller reporting company and non-accelerated filer, we are not required to provide an auditor attestation on our internal control over financial reporting.

Management’s Remediation Plans

The above material weaknesses existed in prior year, and management has made progress towards their remediation as follows:

We have hired additional qualified personnel to establish more robust processes, perform effective risk assessment, and design and implement process-level controls to mitigate identified risks.

We have enhanced the level of supervision and review and segregation of duties, formalized accounting and financial reporting policies and procedures manuals, and designed and implemented additional process-level controls, including those over complex transactions.

We believe the above actions will be effective in remediating the material weaknesses described above.

However, the material weaknesses cannot be considered remediated until remediated controls operate for a sufficient period of time and management has concluded, through testing, that these controls are operating effectively.

Changes In Controls Over Financial Reporting

There were no changes

in our internal control over financial reporting (as defined in Rule 13a-15(f) of the Exchange Act) that occurred during the year ended

April 30, 2024, that have materially affected, or are reasonably likely to materially affect, our internal controls over financial reporting.

There was no change in our internal controls over financial reporting, as defined under Rule 13a-15(f) under the Exchange Act, that has materially affected, or is reasonably likely to materially affect, our internal controls over financial reporting.

OTHER INFORMATION

During the fiscal

quarter ended April 30, 2024, none of our directors or executive officers adopted or terminated any contract, instruction

or written plan for the purchase or sale of Company securities that was intended to satisfy the affirmative defense conditions of Rule

10b5-1(c) or any "non-Rule 10b5-1 trading arrangement."

DISCLOSURE REGARDING FOREIGN JURISDICTIONS

THAT PREVENT INSPECTIONS

During the fourth quarter of 2025, none of our directors or officers (as defined in Section 16 of the Exchange Act), adopted or terminated a "Rule 10b5-1 trading arrangement" or a "non-Rule 10b5-1 trading arrangement" (each as such term is defined in Item 408 of Regulation S-K).

DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

Not applicable.

DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

The information required

by this Item 10 will be included under the captions “Board of Directors and Corporate Governance,” “Executive Officers,”

and “Delinquent Section 16(a) Reports” in our definitive Proxy Statement for the 2024 Annual Meeting of Stockholders to be

filed with the SEC within 120 days after the end of our fiscal year (the “Proxy Statement”) and is incorporated herein by

We have adopted a Corporate

Code of Conduct and Ethics applicable to our directors, officers and employees which is designed to deter wrongdoing and to promote:

The information required by this Item 10 will be included under the captions “Board of Directors and Corporate Governance,” “Executive Officers,” and “Delinquent Section 16(a) Reports” in our definitive Proxy Statement for the 2026 Annual Meeting of Stockholders to be filed with the SEC within 120 days after the end of our fiscal year (the “Proxy Statement”) and is incorporated herein by reference.

We have adopted a Corporate Code of Conduct and Ethics applicable to our directors, officers and employees which is designed to deter wrongdoing and to promote:

• honest and ethical conduct;

full, fair, accurate, timely and understandable disclosure in reports and

documents that we file with the SEC and in our other public communications;

compliance with applicable laws, rules and regulations, including insider

trading compliance;

accountability for adherence to the code and prompt internal reporting of

violations of the code, including illegal or unethical behavior regarding accounting or auditing practices.

You may obtain a copy of

our Corporate Code of Conduct and Ethics on our website at www.redcat.red under Company — Investor Relations — Governance

— Governance Documents.

The Compliance Committee, which is composed of our Chief Executive Officer and Chief Financial Officer,

is responsible for reviewing the Corporate Code of Conduct and Ethics and amending as necessary.

Any amendments will be disclosed on our

• full, fair, accurate, timely and understandable disclosure in reports and documents that we file with the SEC and in our other public communications;

• compliance with applicable laws, rules and regulations, including insider trading compliance;

• accountability for adherence to the code and prompt internal reporting of violations of the code, including illegal or unethical behavior regarding accounting or auditing practices.

You may obtain a copy of our Corporate Code of Conduct and Ethics on our website at www.redcat.red under Company — Investor Relations — Governance — Governance Documents.

The Compliance Committee, which is composed of our Chief Executive Officer and Chief Financial Officer, is responsible for reviewing the Corporate Code of Conduct and Ethics and amending as necessary.

Any amendments will be disclosed on our website.

EXECUTIVE COMPENSATION

The information required

by this Item 11 will be included under the captions “Director Compensation Table,” “Non-Employee Director Compensation

Arrangements,” and "Executive Compensation" in the Proxy Statement and is incorporated herein by reference.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL

OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

The information

required by this Item 12 will be included under the captions “Security Ownership of Certain Beneficial Owners and Management”

and “2019 Equity Incentive Plan” in the Proxy Statement and is incorporated herein by reference.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS,

AND DIRECTOR INDEPENDENCE

The information

required by this Item 13 will be included under the captions “Certain Relationships and Related Transactions, and Director Independence,”

“Director Compensation Table,” “Non-Employee Director Compensation Arrangements,” and “Executive

Compensation” in the Proxy Statement and is incorporated herein by reference.

PRINCIPAL ACCOUNTING FEES AND SERVICES

The information required by this

Item 14 will be included under the caption “Fees Paid to Auditors” in the Proxy Statement and is incorporated herein by reference.

EXHIBITS, FINANCIAL STATEMENTS SCHEDULES.

and Restated Articles of Incorporation, dated July 17, 2019 (incorporated by reference to Exhibit B to the Company’s Schedule

14C Information Statement filed with the SEC on July 2, 2019)

(incorporated by reference to Exhibit 3.2 to the Company’s Registration Statement on Form S-1 filed with the SEC on February

Certification

of Designation of Series A Preferred Stock (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form

8-K filed with the SEC on December 12, 2018)

Certification

of Designation of Series E Convertible Preferred Stock (incorporated by reference to Exhibit 3.1 to the Company’s Current Report

on Form 8-K filed with the SEC on December 12, 2018)

1 to Certification of Designation of Series E Convertible Preferred Stock (incorporated by reference to Exhibit 3.2 to the Company’s

Current Report on Form 8-K filed with the SEC on December 12, 2018)

of Withdrawal, dated May 13, 2019 of Certification of Designation of the Series A Preferred Stock, dated December 6, 2018, Series

E Convertible Preferred Stock, dated January 3, 2018 and the Amendment to the Certification of Designation of the Series E Convertible

Preferred Stock, dated January 3, 2018 (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K

filed with the SEC on May 16, 2019)

Certification

of Designation of Series A Preferred Stock, dated May 10, 2019 (incorporated by reference to Exhibit 3.2 to the Company’s Current

Report on Form 8-K filed with the SEC on May 16, 2019)

Certification

of Designation of Series B Preferred Stock, dated May 10, 2019 (incorporated by reference to Exhibit 3.3 to the Company’s Current

Report on Form 8-K filed with the SEC on May 16, 2019)

of Capital Stock (incorporated by reference to Exhibit 4.2 to the Company’s Annual Report on Form 10-K filed with the SEC on

August 13, 2020)

of Stock Option Agreement

of Restricted Share Unit Award Agreement

Equity Incentive Plan

Amendment to Executive Employment Agreement with Jeffrey Thompson (incorporated by reference to Exhibit 10.1 to the Company’s

Current Report on Form 8-K filed with the SEC on May 22, 2023).

Amendment to Executive Employment Agreement with Allan Evans (incorporated by reference to Exhibit 10.2 to the Company’s Current

Report on Form 8-K filed with the SEC on May 22, 2023).

2 to Share Purchase Agreement Amendment dated March 31, 2023 (incorporated by reference to Exhibit 10.1 to the Company’s

Current Report on Form 8-K filed with the SEC on July 14, 2023).

of Registration Rights Agreement (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed

with the SEC on July 14, 2023).

Sales Agreement with ThinkEquity LLC (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K

filed with the SEC on August 8, 2023).

Agreement (incorporated by reference to Exhibit 1.1 to the Company’s Current Report on Form 8-K filed with the SEC on December

3 to Share Purchase Agreement dated September 18, 2023 (incorporated by reference to Exhibit 10.3 to the Company’s Quarterly

Report on Form 10-Q filed with the SEC on December 15, 2023)

4 to Share Purchase Agreement with Unusual Machines, Inc.

(incorporated by reference to Exhibit 10.1 to the Company’s Current

Report on Form 8-K filed with the SEC on December 15, 2023)

of 8% Promissory Note from Unusual Machines, Inc.

(incorporated by reference to Exhibit 10.2 to the Company’s Current Report

on Form 8-K filed with the SEC on December 15, 2023)

Promissory Note from Unusual Machines, Inc.

(incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form

8-K filed with the SEC on February 22, 2024)

of Registration Rights Agreement with Unusual Machines, Inc.

(incorporated by reference to Exhibit 10.3 to the Company’s Current

Report on Form 8-K filed with the SEC on December 15, 2023)

Rights Agreement with Unusual Machines, Inc.

(incorporated by reference to Exhibit 10.2 to the Company’s Current Report on

Form 8-K filed with the SEC on February 22, 2024)

Non-Competition

Agreement with Unusual Machines, Inc., Rotor Riot, LLC, and Fat Shark Holdings, Ltd.

(incorporated by reference to Exhibit 10.3 to

the Company’s Current Report on Form 8-K filed with the SEC on February 22, 2024)

agreement with Allan Evans (incorporated by reference to Exhibit 10.4 to the Company’s Current Report on Form 8-K filed with

the SEC on February 22, 2024)

to Executive Employment Agreement with Joseph Hernon (incorporated by reference to Exhibit 10.1 to the Company’s Quarterly

Report on Form 10-Q filed with the SEC on March 18, 2024)

#2 to Executive Employment Agreement, between Joseph Hernon and the Company, dated March 15, 2024 (incorporated by reference

to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on March 18, 2024)

Services Agreement, between Joseph Hernon and the Company, dated March 15, 2024 (incorporated by reference to Exhibit 10.2 to the Company’s

Current Report on Form 8-K filed with the SEC on March 18, 2024)

of Subsidiaries

of The Crone Law Group, P.C.

(incorporated by reference to Exhibit 23.1 to the Company’s Current Report on Form 8-K filed with

the SEC on August 8, 2023)

of dbbmckennon

Certification

of Principal Executive Officer pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the

Sarbanes-Oxley Act of 2002

Certification

of Principal Financial and Accounting Officer pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section

302 of the Sarbanes-Oxley Act of 2002

Certification

of Chief Executive Officer pursuant to 18 U.S.C.

The information required by this Item 11 will be included under the captions “Director Compensation Table,” “Non-Employee Director Compensation Arrangements,” and “Executive Compensation” in the Proxy Statement and is incorporated herein by reference.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

Security Ownership of Certain Beneficial Owners and Management

The following table lists, as of March 17, 2026, the number of shares of common stock beneficially owned by (i) each person, entity or group (as that term is used in Section 13(d)(3) of the Securities Exchange Act of 1934) known to the Company to be the beneficial owner of more than 5% of the outstanding common stock;

(ii) each of our directors;

(iii) each of our Named Executive Officers;

and (iv) all executive officers and directors as a group.

Information relating to the beneficial ownership of common stock by our principal stockholders and management is based upon information furnished by each person using the “beneficial ownership” concepts of the rules of the SEC.

Under these rules, a person is deemed to be a beneficial owner of a security if that person directly or indirectly has or shares voting power, which includes the power to vote or direct the voting of the security, or investment power, which includes the power to dispose or direct the disposition of the security.

The person is also deemed to be a beneficial owner of any security of which that person has a right to acquire beneficial ownership within 60 days.

Under the SEC rules, more than one person may be deemed to be a beneficial owner of the same securities, and a person may be deemed to be a beneficial owner of securities as to which he or she may not have any pecuniary interest.

Except as noted below, each person has sole voting and investment power with respect to the shares beneficially owned and each stockholder’s address is c/o Red Cat Holdings, Inc., 2800 S West Temple, Suite 5, South Salt Lake, UT 84115.

The information required by this item is incorporated by reference to our definitive proxy statement filed in connection with our 2026 Annual Meeting of Stockholders or an amendment to this Annual Report to be filed with the SEC within 120 days after the close of our fiscal year ended December 31, 2025.

The percentages below are calculated based on 121,138,764 shares of common stock issued and outstanding as of March 17, 2026.

Beneficially Owned Voting Power

Named Executive Officers and Directors:

Jeffrey Thompson 13,329,894 (1) 10.7 %

Geoffrey Hitchcock 204,987 *

Chris Ericson 26,023 *

Nicholas Liuzza 537,445 (2) *

Joseph Freedman 335,260 (3) *

Christopher Moe 223,073 (4) *

General Paul E.

Funk 165,028 (5) *

All executive officers and directors as a group (9 persons) 14,821,710 (6) 11.4 %

Greater than 5% Stockholders:

Jeffrey Thompson 13,329,894 (1) 10.7 %

State Street Corporation 6,612,153 (7) 5.5 %

BlackRock, Inc.

8,761,474 (8) 7.2 %

*Represents less than 1%.

(1) Consists of 12,908,477 shares of common stock held directly by Mr.

Thompson, 4,750 shares of common stock held directly by Mr.

Thompson’s family member, and 416,667 shares issuable upon the exercise of options.

Includes 2,250,000 shares that have been pledged to an unaffiliated third-party dealer in connection with variable prepaid forward contracts as described below.

As previously reported on Form 144 filed by Mr.

Thompson on September 12, 2025, Mr.

Thompson entered into a variable prepaid forward contract with an unaffiliated third-party dealer in September 2025 (the "September 2025 Contract").

The September 2025 Contract requires Mr.

Thompson to deliver up to 750,000 shares of the Company's common stock, on September 15, 2026, the scheduled settlement date.

The actual number of shares of common stock to be delivered by Mr.

Thompson on the settlement date of the September 2025 Contract will be determined based on the volume weighted average price of the Company's common stock at settlement relative to an agreed forward floor price of $9.14 per share and a forward cap price of $13.44 per share, with the aggregate number of shares deliverable not to exceed 750,000 shares of common stock.

Thompson may also elect to settle the September 2025 Contract in cash and thereby retain ownership of the pledged shares.

Thompson retains all voting, dividend, and other rights in these pledged shares during the term of the pledge.

As previously reported on Form 144 filed by Mr.

Thompson on December 29, 2025, Mr.

Thompson entered into a separate variable prepaid forward contract with an unaffiliated third-party dealer in January 2026 (the “January 2026 Contract”).

The January 2026 Contract requires Mr.

Thompson to deliver up to 1,500,000 shares of the Company’s common stock, on January 25, 2027, the scheduled settlement date.

The actual number of shares of common stock to be delivered by Mr.

Thompson on the settlement date of the January 2026 Contract will be determined based on the volume weighted average price of the Company’s common stock at settlement relative to an agreed forward floor price of $11.88 per share and a forward cap price of $15.58 per share, with the aggregate number of shares deliverable not to exceed 1,500,000 shares of common stock.

Thompson may also elect to settle the January 2026 Contract in cash and thereby retain ownership of the pledged shares.

Thompson retains all voting, dividend, and other rights in the pledged shares during the term of the pledge.

The Company’s Insider Trading Policy effective March 12, 2026 and attached to this Form 10-K as Exhibit 19.1 permits hedging and pledges of shares with advance notice to the policy compliance officer and compliance with other provisions of the policy.

(2) Consists of 387,445 shares of common stock and 150,000 shares of common stock issuable upon the vesting of restricted stock units.

(3) Consists of 165,260 shares of common stock and 170,000 shares of common stock issuable upon the vesting of restricted stock units.

(4) Consists of 53,073 shares of common stock and 170,000 shares of common stock issuable upon the vesting of restricted stock units.

(5) Consists of 165,028 shares of common stock issuable upon the vesting of restricted stock units.

(6) Consists of 13,750,015 shares of common stock, 655,028 shares of common stock issuable upon the vesting of restricted stock units and 416,667 shares of common stock issuable upon exercise of stock options held by our current executive officers and directors within 60 days after March 17, 2026.

(7) Includes shares beneficially owned by State Street Corporation, of which State Street Corporation has shared voting power over 6,435,960 shares and shared dispositive power over 6,612,153 shares.

The address for State Street Corporation is One Congress Street, Suite 1, Boston, MA 02114.

The foregoing information is based solely on Schedule 13G of State Street Corporation filed on February 9, 2026, which we do not know or have reason to believe is not complete or accurate and on which we are relying pursuant to applicable SEC regulations.

(8) Includes shares beneficially owned by BlackRock, Inc., over all of which Blackrock, Inc.

has sole voting and dispositive power.

The address for Blackrock, Inc.

is 50 Hudson Yards, New York, NY 10001.

The foregoing information is based solely on Schedule 13G of Blackrock, Inc.

filed on January 21, 2026, which we do not know or have reason to believe is not complete or accurate and on which we are relying pursuant to applicable SEC regulations.

Additional information required by this Item 12 will be included under the caption “Equity Incentive Plans” in the Proxy Statement and is incorporated herein by reference.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

The information required by this Item 13 will be included under the captions “Certain Relationships and Related Transactions, and Director Independence,” “Director Compensation Table,” “Non-Employee Director Compensation Arrangements,” and “Executive Compensation” in the Proxy Statement and is incorporated herein by reference.

PRINCIPAL ACCOUNTANT FEES AND SERVICES

The information required by this Item 14 will be included under the caption “Independent Registered Public Accounting Firm Fees and Services” in the Proxy Statement and is incorporated herein by reference.

EXHIBITS, AND FINANCIAL STATEMENTS SCHEDULES.

3.1 A mended and Restated Articles of Incorporation, dated July 1 7, 2019 (incorporated by reference to Exhibit 3.1 to the Transition R ep ort on Form 10-KT filed with the SEC on March 31, 2025)

3.2 Amended and Restated Bylaws effective September 17, 2022 (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed with the SEC on September 22, 2022)

3.3 Certification of Designation of Series A Preferred Stock, dated May 10, 2019 (incorporated by reference to Exhibit 3.2 to the Company’s Current Report on Form 8-K filed with the SEC on May 16, 2019)

3.4 Certification of Designation of Series B Preferred Stock, dated May 10, 2019 (incorporated by reference to Exhibit 3.3 to the Company’s Current Report on Form 8-K filed with the SEC on May 16, 2019)

4.1 Description of Capital Stock (incorporated by reference to Exhibit 4.2 to the Company’s Annual Report on Form 10-K filed with the SEC on August 13, 2020)

4.2# Form of Stock Option Agreement, under the 2019 Equity Incentive Plan (incorporated by reference to Exhibit 4.2 to the Company's Annual Report on Form 10-K filed with the SEC on August 8, 2024)

4.3# Form of Restricted Share Unit Award Agreement, under the 2019 Equity Incentive Plan (incorporated by reference to Exhibit 4.3 to the Company's Annual Report on Form 10-K filed with the SEC on August 8, 2024)

4.4# Form of Stock Option Agreement, under the 2024 Omnibus Equity Incentive Plan (incorporated by reference to Exhibit 4.4 to the Company's Transition Report on Form 10-KT filed with the SEC on March 31, 2025)

4.5# Form of Restricted Share Unit Award Agreement, under the 2024 Omnibus Equity Incentive Plan (incorporated by reference to Exhibit 4.5 to the Company's Transition Report on Form 10-KT filed with the SEC on March 31, 2025)

10.1# 2019 Equity Incentive Plan, as amended (incorporated by reference to Exhibit 10.1 to the Registration Statement on Form S-8 filed on August 27, 2024)

10.2# First Amendment to Executive Employment Agreement with Jeffrey Thompson (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on May 22, 2023).

10.3# Executive Employment Agreement, between Leah Lunger and the Company, dated June 10, 2024 (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on June 14, 2024)

10.4 Asset Purchase Agreement, dated September 4, 2024 (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on September 9, 2024)

10.5 Form of Joinder Agreement (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed with the SEC on September 9, 2024)

10.6 Form of Escrow Agreement (incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K filed with the SEC on September 9, 2024)

10.7 Form of Key Employee Non-Competition Agreement (incorporated by reference to Exhibit 10.4 to the Company’s Current Report on Form 8-K filed with the SEC on September 9, 2024)

10.8 Securities Purchase Agreement (incorporated by reference to Exhibit 10.7 to the Quarterly Report on Form 10-Q filed on September 23, 2024)

10.9 Form of Senior Secured Convertible Note issued September 23, 2024 (incorporated by reference to Exhibit 10.8 to the Quarterly Report on Form 10-Q filed on September 23, 2024)

10.10 Form of Common Stock Purchase Warrant issued September 23, 2024 (incorporated by reference to Exhibit 10.9 to the Quarterly Report on Form 10-Q filed on September 23, 2024)

10.11 Security Agreement (incorporated by reference to Exhibit 10.10 to the Quarterly Report on Form 10-Q filed on September 23, 2024)

10.12 First Amendment to Securities Purchase Agreement (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on November 27, 2024)

10.13 Senior Secured Convertible Promissory Note (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed with the SEC on November 27, 2024)

10.14 Common Stock Purchase Warrant (incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K filed with the SEC on November 27, 2024)

10.15# Executive Employment Agreement with Geoffrey Hitchcock (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on December 2, 2024)

10.16# 2024 Omnibus Equity Incentive Plan (incorporated by reference to Exhibit 10.37 to the Company's Transition Report on Form 10-KT filed on March 31, 2025)

10.17 Securities Purchase Agreement, dated February 10, 2025 (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on February 12, 2025)

10.18 Form of Senior Secured Convertible Promissory Note, issued February 10, 2025 (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed with the SEC on February 12, 2025)

10.19 Form of Common Stock Purchase Warrant issued February 10, 2025 (incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K filed with the SEC on February 12, 2025)

10.20 Security Agreement (incorporated by reference to Exhibit 10.4 to the Company’s Current Report on Form 8-K filed with the SEC on February 12, 2025)

10.21 First Amendment to Senior Secured Convertible Promissory Note and Warrant (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on April 10, 2025)

10.22 Second Amendment to Senior Secured Convertible Promissory Note and Warrant (incorporated by reference to Exhibit 1.1 to the Company’s Current Report on Form 8-K filed with the SEC on April 11, 2025)

10.23 Form of Support Agreement (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed with the SEC on April 11, 2025)

10.24 Placement Agency Agreement, dated April 10, 2025 (incorporated by reference to Exhibit 1.1 to the Company’s Current Report on Form 8-K filed with the SEC on April 11, 2025)

10.25 Securities Purchase Agreement, dated April 10, 2025 (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on April 11, 2025)

10.26 Executive Employment Agreement, between Christian Ericson and the Company, dated March 5, 2025 (incorporated by reference to Exhibit 10.6 to the Quarterly Report on Form 10-Q filed with the SEC on May 14, 2025)

10.27 Placement Agency Agreement, dated June 17, 2025 (incorporated by reference to Exhibit 1.1 to the Company’s Current Report on Form 8-K filed with the SEC on June 18, 2025)

10.28 Securities Purchase Agreement, dated June 17, 2025 (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on June 18, 2025)

10.29 Third Amendment to Senior Secured Convertible Promissory Note and Warrant (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed with the SEC on June 18, 2025)

10.30 Underwriting Agreement dated September 17, 2025 (incorporated by reference to Exhibit 1.1 to the Company’s Current Report on Form 8-K filed with the SEC on September 19, 2025)

10.31 Industrial Lease Renewal Agreement (Addendum 2), dated July 7, 2025 (incorporated by reference to Exhibit 10.2 to the Quarterly Report on Form 10-Q filed with the SEC on November 13, 2025)

10.32 Sublease Agreement, dated August 1, 2025 (incorporated by reference to Exhibit 10.3 to the Quarterly Report on Form 10-Q filed with the SEC on November 13, 2025)

10.33 Lease Agreement, dated August 14, 2025 (incorporated by reference to Exhibit 10.4 to the Quarterly Report on Form 10-Q filed with the SEC on November 13, 2025)

10.34*+ Executive Employment Agreement, between Christian Ericson and the Company, dated March 19, 2026

19.1* Insider Trading Polic y

21.1* List of Subsidiaries

23.1* Consent of dbbmckennon

23.2* Consent of KPMG

31.1* Certification of Principal Executive Officer pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

31.2* Certification of Principal Financial and Accounting Officer pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

32.1** Certification of Chief Executive Officer pursuant to 18 U.S.C.

Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

Certification

of Chief Financial Officer pursuant to 18 U.S.C.

32.2** Certification of Chief Financial and Accounting Officer pursuant to 18 U.S.C.

Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

XBRL Instance Document

XBRL Schema Document

XBRL Calculation Linkbase Document

XBRL Label Linkbase Document

XBRL Presentation Linkbase Document

XBRL Definition Linkbase Document

Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

97.1 Clawback Policy (incorporated by reference to Exhibit 97.1 to the Company’s Annual Report on Form 10-K filed with the SEC on August 8, 2024)

101.INS* Inline XBRL Instance Document (the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document)

101.SCH* Inline XBRL Schema Document

101.CAL* Inline XBRL Calculation Linkbase Document

101.LAB* Inline XBRL Label Linkbase Document

101.PRE* Inline XBRL Presentation Linkbase Document

101.DEF* Inline XBRL Definition Linkbase Document

104* Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

* Filed herewith.

management contract or compensatory plan.

** This certification is deemed not filed for purposes of Section 18 of the Exchange Act or otherwise subject to the liability of that section, nor shall it be deemed incorporated by reference into any filing under the Securities Act or the Exchange Act.

# Indicates management contract or compensatory plan.

+ Portions of this exhibit have been redacted in compliance with Regulation S-K Item 601(a)(6) and Item 601(b)(10).

FORM 10-K SUMMARY

Not applicable.

Pursuant to the requirements of Section 13 or 15(d)

of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunder

duly authorized.

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunder duly authorized.

Red Cat Holdings, Inc.

August 8, 2024

March 19, 2026

/ s/ Jeffrey Thompson

2 unchanged sentences

(Principal Executive Officer)

Pursuant to the requirements of the Securities Exchange

Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates

/s/ Jeffrey M.

Chief Executive Officer, President and Director

August 8, 2024

(Principal Executive Officer)

/s/ Leah Lunger

Chief Financial Officer, Treasurer and Secretary

August 8, 2024

(Principal Financial and Accounting Officer)

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

Name Title Date

/s/ Jeffrey Thompson Chief Executive Officer, President and Director March 19, 2026

Jeffrey Thompson (Principal Executive Officer)

/s/ Christian Morrison Chief Financial Officer, Treasurer and Secretary March 19, 2026

Christian Morrison (Principal Financial and Accounting Officer)

/s/ Nicholas Liuzza, Jr.

August 8, 2024

Nicolas Liuzza, Jr.

/s/ Christopher Moe

August 8, 2024

Director March 19, 2026

Nicholas Liuzza, Jr.

/s/ Christopher Moe Director March 19, 2026

Christopher Moe

/s/ Joseph Freedman

August 8, 2024

/s/ Joseph Freedman Director March 19, 2026

Joseph Freedman

/s/ Paul Edward Funk II

August 8, 2024

/s/ Paul Edward Funk II Director March 19, 2026

Paul Edward Funk II

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 9A. Controls and Procedures