Guerrilla RF Inc.

11/18/2025 | Press release | Distributed by Public on 11/18/2025 14:28

Statement of Changes in Beneficial Ownership (Form 4)

FORM 4
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 that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES 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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(Print or Type Responses)
1. Name and Address of Reporting Person *
Pratt Ryan Michael
2. Issuer Name and Ticker or Trading Symbol
Guerrilla RF, Inc. [GUER]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
Chief Executive Officer
(Last) (First) (Middle)
5686 GREEN DALE COURT
3. Date of Earliest Transaction (Month/Day/Year)
11/17/2025
(Street)
SUMMERFIELD, NC 27358
4. If Amendment, Date Original Filed (Month/Day/Year)
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 (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)
Code V Amount (A) or (D) Price
Common Stock 978,693 D
Common Stock 2,802 I Held by Spouse
Common Stock 63,022 I By Trust(1)
Common Stock 63,022 I By Trust(2)
Common Stock 63,022 I By Trust(3)
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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 control number. SEC 1474 (9-02)
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 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
Stock Option $1.42 (7) 10/26/2026 Common Stock 1,477 1,477 I Held by Spouse
Stock Option $1.93 (7) 09/25/2028 Common Stock 640 640 I Held by Spouse
Stock Option $2.2 (7) 09/11/2029 Common Stock 1,475 1,477 I Held by Spouse
Stock Option $3.19 (7) 10/30/2030 Common stock 1,330 1,329 I Held by Spouse
Restricted Stock Unit (4) (5) (6) Common Stock 8,334 8,334 D
Restricted Stock Unit (4) (8) (6) Common Stock 834 834 I Held by Spouse
Restricted Stock Unit (4) (9) (6) Common Stock 23,585 23,585 D
Warrant $2.5 09/28/2024 09/28/2029 Common Stock 33,822 33,822 D
Stock Option $3.05 11/17/2025 A 50,000 (10) 11/17/2035 Common Stock 50,000 $ 0 50,000 D
Stock Option $3.05 11/17/2025 A 330 (11) 11/17/2035 Common Stock 330 $ 0 330 I Held by Spouse

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Pratt Ryan Michael
5686 GREEN DALE COURT
SUMMERFIELD, NC 27358
X Chief Executive Officer

Signatures

/s/ Iain MacSween, Attorney-in-Fact 11/18/2025
**Signature of Reporting Person Date

Explanation of Responses:

* 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).
(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) The restricted stock units vest on 1/1/2026, subject to the Reporting Person's continued service through the applicable vesting date.
(6) No expiration date.
(7) The options are fully vested and exercisable.
(8) The restricted stock units vest on 8/21/2026, subject to the Reporting Person's continued service through the applicable vesting date.
(9) The restricted stock units vest as follows: (i) 11,792 units on 1/1/2026; and (ii) 11,793 units on 1/1/2027, in each case subject to the Reporting Person's continued service through the applicable vesting date.
(10) 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.
(11) 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.
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.
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