Sec Form 4 Filing - Lunger Leah @ Red Cat Holdings, Inc. - 2024-12-16

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person Lunger Leah 2. Issuer Name and Ticker or Trading Symbol Red Cat Holdings, Inc. [ RCAT] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) Chief Financial Officer (Last) (First) (Middle) 15 AVE. MUNOZ RIVERA, STE 2200 3. Date of Earliest Transaction (MM/DD/YY) 12/16/2024 (Street) SAN JUAN, PR00901 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Common Stock ( 1 ) 12/16/2024 M 37,025 A $ 2.6 725,020 D Common Stock ( 2 ) 12/16/2024 M 43,298 A $ 1.27 768,318 D Common Stock ( 3 ) 12/16/2024 M 22,779 A $ 0.89 791,097 D Common Stock ( 1 ) 12/16/2024 M 37,025 A $ 2.6 828,122 I By Spouse Common Stock ( 4 ) 12/16/2024 M 19,134 A $ 0.89 847,256 I By Spouse

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securitie s Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) 6. Date Exercisable and Expiration Date (MM/DD/YY) 7. Title and Amount of Underlying Securities (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares Employee Stock Option (right to buy) ( 1 ) $ 10.02 12/16/2024 C 50,000 06/07/2024 06/07/2031 Common Stock 50,000 $ 2.6 181,000 D Employee Stock Option (right to buy) ( 2 ) $ 10.02 12/16/2024 C 49,583 10/01/2024 02/08/2033 Common Stock 49,583 $ 1.27 131,417 D Employee Stock Option (right to buy) ( 3 ) $ 10.02 12/16/2024 C 25,000 02/01/2024 04/29/2033 Common Stock 25,000 $ 0.89 106,417 D Employee Stock Option (right to buy) ( 1 ) $ 10.02 12/16/2024 C 50,000 06/07/2024 06/07/2031 Common Stock 50,000 $ 2.6 56,417 I By Spouse Employee Stock Option (right to buy) ( 4 ) $ 10.02 12/16/2024 C 21,000 02/01/2024 04/29/2033 Common Stock 21,000 $ 0.89 35,417 I By Spouse

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Lunger Leah 15 AVE. MUNOZ RIVERA STE 2200 SAN JUAN, PR00901 Chief Financial Officer Signatures /s/ Leah Lunger 12/18/2024 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Exercise of 50,000 options exercised on a cashless basis resulting in the net issuance of 37,025 shares of common stock. ( 2 )Exercise of 49,583 options exercised on a cashless basis resulting in the net issuance of 43,298 shares of common stock. ( 3 )Exercise of 25,000 options exercised on a cashless basis resulting in the net issuance of 22,779 shares of common stock. ( 4 )Exercise of 21,000 options exercised on a cashless basis resulting in the net issuance of 19,134 shares of common stock.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

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