SEC Form 4
FORM 4UNITED 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*
Pratt Ryan Michael

(Last)(First)(Middle)
5686 GREEN DALE COURT

(Street)
SUMMERFIELD NORTH CAROLINA 27358

(City)(State)(Zip)

UNITED STATES

(Country)
2. Issuer Name and Ticker or Trading Symbol
Guerrilla RF, Inc. [ GUER ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
XDirector10% Owner
XOfficer (give title below)Other (specify below)
Chief Executive Officer
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
08/26/2026
6. Individual or Joint/Group Filing (Check Applicable Line)
XForm 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)
CodeVAmount(A) or (D)Price
Common Stock1,017,741D
Common Stock(11)08/26/2026M1,477A$1.425,113IHeld by Spouse
Common Stock63,022IBy Trust(1)
Common Stock63,022IBy Trust(2)
Common Stock63,022IBy Trust(3)
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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Stock Option(11)$1.4208/26/2026M1,477 (6)10/26/2026Common Stock1,477$00IHeld by Spouse
Stock Option$1.93 (6)09/25/2028Common Stock640640IHeld by Spouse
Stock Option$2.2 (6)09/11/2029Common Stock1,4751,475IHeld by Spouse
Stock Option$3.19 (6)10/30/2030Common stock1,3301,330IHeld by Spouse
Restricted Stock Unit(4) (7) (5)Common Stock11,79311,793D
Warrant$2.509/28/202409/28/2029Common Stock33,82233,822D
Stock Option$3.05 (8)11/17/2035Common Stock50,00050,000D
Stock Option$3.05 (9)11/17/2035Common Stock330330IHeld by Spouse
Stock Option$6 (10)05/15/2036Common Stock45,00045,000D
Explanation of Responses:
1. Shares held of record by the 2021 Irrevocable Trust for Patrick Joseph Pratt u/a dated June 7, 2021, for the benefit of Reporting Person's child. The Reporting Person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein, and the inclusion of these securities on this report shall not be deemed an admission that the Reporting Person is the beneficial owner of the reported securities for purposes of Section 16 of the Exchange Act or for any other purpose.
2. Shares held of record by the 2021 Irrevocable Trust for Rachel Katherin Pratt u/a dated June 7, 2021, for the benefit of Reporting Person's child. The Reporting Person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein, and the inclusion of these securities on this report shall not be deemed an admission that the Reporting Person is the beneficial owner of the reported securities for purposes of Section 16 of the Exchange Act or for any other purpose.
3. Shares held of record by the 2021 Irrevocable Trust for Nikolas Ryan Pratt u/a dated June 7, 2021, for the benefit of Reporting Person's child. The Reporting Person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein, and the inclusion of these securities on this report shall not be deemed an admission that the Reporting Person is the beneficial owner of the reported securities for purposes of Section 16 of the Exchange Act or for any other purpose.
4. Each restricted stock unit represents a contingent right to receive one share of common stock upon vesting of the unit.
5. No expiration date.
6. The options are fully vested and exercisable.
7. The restricted stock units vest on 1/1/2027, subject to the Reporting Person's continued service through the applicable vesting date.
8. The options vest as follows: (i) 12,500 options on 5/21/2026; (ii) 1,041 options on 6/21/26, and monthly thereafter through 4/21/2029; and (iii) 1,065 options on 5/21/2029, in each case subject to the Reporting Person's continued service through the applicable vesting date.
9. The options vest as follows: (i) 82 options on 5/21/2026; (ii) 6 options on 6/21/26, and monthly thereafter through 4/21/29; and (iii) 38 options on 5/21/2029, in each case subject to the Reporting Person's continued service through the applicable vesting date.
10. The options vest as follows: (i) 11,250 options on 5/15/2027; (ii) 2,812 options on 8/15/2027, and quarterly thereafter through 2/15/2030; and (iii) 2,818 options on 5/15/2030, in each case subject to the Reporting Person's continued service through the applicable vesting date.
11. Pursuant to the exercise of stock options.
/s/ Charnice Suggs, Attorney-in-Fact08/28/2026
** Signature of Reporting PersonDate
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)