SEC FORM 4

SEC Form 4

FORM 4

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
or Section 30(h) of the Investment Company Act of 1940

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

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

WAGENHEIM PHILIP

(Last)

(First)

(Middle)

C/O SWARMER, INC

4515 SETON CENTER PKWY #330

(Street)

AUSTIN

TEXAS

78759

(City)

(State)

(Zip)

UNITED STATES

(Country)

2. Issuer Name and Ticker or Trading Symbol
Swarmer, Inc [ SWMR ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
09/15/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	09/15/2026		J⁽¹⁾		1,124,981⁽²⁾	D	$0	0	I	Theseus Capital Partners, LLC
Common Stock								87,749	D
Common Stock	09/16/2026		X⁽³⁾⁽⁴⁾⁽⁵⁾		819,487	A	$3.3334	819,487	I	Theseus Capital Partners, LLC

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 (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Warrants	⁽³⁾⁽⁴⁾	09/16/2026		X			899,988	⁽⁶⁾	⁽⁷⁾	Common Stock	899,988	⁽³⁾⁽⁴⁾	0	I	Theseus Capital Partners, LLC

Explanation of Responses:

1. Pro rata distribution by Theseus Capital Partners, LLC ("Theseus"). The Reporting Person is the managing member of Theseus and may be deemed to share voting and dispositive power over the shares held by Theseus.

2. On September 15, 2026, Theseus made a distribution of 1,124,981 shares of common stock to the members of Theseus on a pro rata basis in accordance with the terms of its Operating Agreement. The disposition reflects the Reporting Person's reduction in beneficial ownership resulting from such distribution.

3. On September 16, 2026, the Reporting Person, through Theseus, exercised in full all 899,988 Common Stock Purchase Warrants (the "Warrants") held by Theseus pursuant to the cashless exercise provision contained therein (the "Warrant Exercise"). Under the terms of the cashless exercise, no cash consideration was paid to the Issuer. Instead, a portion of the shares of Common Stock otherwise issuable upon exercise of the Warrants was withheld by the Issuer in satisfaction of the aggregate exercise price of $3.3334 per warrant share. Based on a price of $37.2672 per share (the price per share as determined pursuant to the cashless exercise provision of the Warrants), the cashless exercise of all 899,988 Warrants resulted in the issuance to Theseus (or its designee) of 819,487 shares of Common Stock (the "Warrant Shares"), after withholding 80,501 shares in payment of the aggregate exercise price. The Warrant Shares are subject to the beneficial ownership limitation of 4.99%

4. (the "Beneficial Ownership Limitation") set forth in the Warrants, and any Warrant Shares in excess of the Beneficial Ownership Limitation are held in abeyance and will not be issued to the Reporting Person until they are able to be received in accordance with the terms of the Warrants (and thus the Reporting Person does not beneficially own shares held in abeyance). Of the Warrant Shares, 768,971 shares were initially issued to Theseus, and the remaining 50,516 shares were held in abeyance. Subsequent to the initial issuance and prior to the date hereof, the remaining 50,516 shares initially held in abeyance were issued to Theseus following an increase in the number of the Issuer's shares outstanding. The foregoing description of the Warrants and the cashless exercise is qualified in its entirety by the terms and conditions of the Warrants, a form of which was filed as Exhibit 4.3 to the Issuer's Registration Statement on Form S-1/A filed with the SEC on February 19, 2026.

5. In connection with the Warrant Exercise, the Reporting Person entered into a lock-up agreement with the Issuer (the "Lock-Up Agreement") dated as of September 17, 2026, pursuant to which the Reporting Person agreed that all shares of Common Stock received upon exercise of the Warrants (including any shares held in abeyance) are subject to certain transfer restrictions for a six-month period as set forth in the Lock-Up Agreement. The foregoing description of the Lock-Up Agreement is qualified in its entirety by the terms and conditions of the Lock-Up Agreement.

6. The Warrants were immediately exercisable upon the completion of the Issuer's initial public offering.

7. The Warrants will expire upon the earlier of (i) 5:00 p.m. Eastern Time on the 5-year anniversary of the effectiveness of the Issuer's registration statement filed in connection with its initial public offering and (ii) 5:00 p.m. Eastern Time on March 22, 2027.

	/s/ Kostantinos Skordalos, Attorney-in-Fact for Philip Wagenheim	09/17/2026
	** Signature of Reporting Person	Date
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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)