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1 Swarmer to Acquire Ratel Robotics Proposed Acquisition Adding unmanned ground vehicles to autonomous swarm software platform Swarmer, Inc (NASDAQ: SWMR) | October 2026
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The Transaction: Swarmer to Acquire Ratel Robotics Who is Ratel ● Ukrainian developer and manufacturer of unmanned ground vehicles (UGVs) built for active combat ● Five models: RATEL S, M, H, X and NURSE TB20 ● Missions: logistics, evacuation, engineering, demining, strike, drone launch ● Sells mainly to Ukraine’s Defence Procurement Agency and State Special Communications Service The deal ● Swarmer to acquire 100% of Ratel; becomes a wholly owned subsidiary ● Purchase Agreement signed Sept. 9, 2026; closing expected Q4 2026 $86.6M Ratel deferred revenue at June 30, 2026 70% prepaid in Ukrainian government contracts secured in 2026 Source: Swarmer definitive proxy statement (DEFM14A), pp. 7 and 46. Photo: Ratel Robotics.
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Strong Rationale for Acquisition Strategic and technology fit Adds the hardware layer — ground unmanned platforms — so Swarmer can deliver a complete system rather than software alone Revenue expansion Swarmer’s sales and marketing can reach customers beyond Ratel’s current base Aligned consideration Earnout ties the sellers’ interests to Swarmer stockholders Team and integration Preserves Ratel’s brand, operations and management team Source: Swarmer definitive proxy statement (DEFM14A), p. 10; General Dynamics Mission Systems–Canada release on Ratel MOU, Sept.30, 2026. General Dynamics MOU ● General Dynamics Mission Systems– Canada signed an MOU with Ratel (announced Sept. 30, 2026) ● Explores co-production of Ratel UGVs in Canada for Ukraine’s forces ● Non-binding; signals Western industrial interest EARLY VALIDATION 1 2 3 4
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Acquisition Consideration $7.2M Cash, plus adjustments 1,064,942 Swarmer shares (6-month lock-up) $7.2M Cash if FY2026 targets are met 4,422,125 Shares if FY2026–28 targets are met AT CLOSING AT CLOSING EARNOUT, UP TO EARNOUT, UP TO Maximum shares issuable: 5,487,067 (1.065M at closing + 4.422M earnout) Closing contingent on stockholder approval Employee incentives: $0.8M cash and 118,326 RSUs at closing, plus up to $0.8M and 118,326 RSUs tied to the 2026 earnout. Source: DEFM14A, pp. 1, 7–8.
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Earnout: Targets Step Up Sharply Each Year Period Operating income target Shares FY2026 $8.47M 1,064,942 FY2027 $14.3M 1,403,413 FY2028 $20.57M 1,403,413 FY2028 bonus* $27.39M 550,357 Maximum + $7.2M cash 4,422,125 Source: Swarmer definitive proxy statement (DEFM14A), p. 25.