When SWMR insiders can sell
Swarmer, Inc · IPO prospectus filed 2026-03-17 · Single cliff · 180-day lock-up
That is the calendar date the clause computes to, counted from the prospectus date. It is the only date computable without knowing a future earnings date, which is why everything that could pull it earlier is printed below it on this page rather than folded into it.
How much stock, against how much trades
"Absorb days" is the shares coming free divided by average daily volume: how many full sessions of SWMR's entire turnover the release amounts to. It is a ratio, not a forecast — it does not know who wants to sell, and a founder with no intention of selling counts the same as a fund that has been waiting six months.
Exactly 9,348,579 shares, against 556,530 shares a day averaged over 20 sessions. Volume source: yahoo-finance2 daily bars (symbol not in our price table), through 2026-11-06. Dollar volume $4.0M a day. Lightest third of the cohort.
Our call: Absorbed
SWMR sits in the lightest third of a cohort of 47 deals — lightest third at or below 54.1 sessions, heaviest at or above 109 sessions. The call is cohort-relative, not a fixed threshold, so the same absorb-day figure could read differently against a different month's IPOs. Expected excess return against SPY: non-negative.
The lock-up clause, in the issuer's words
Every other free lock-up calendar tells you 180 days and moves on. This is the actual sentence the date above was computed from, so that if the words do not support the number, the number is wrong and the filing is one click away.
Our directors and executive officers and holders of substantially all of our outstanding securities have entered into lock-up agreements with the underwriter pursuant to which they may not, with limited exceptions, for a period of 180 days from the date of this prospectus, offer, sell or otherwise transfer or dispose of any of our securities, without the prior written consent of Lucid Capital Markets, LLC (Lucid Capital Markets). Lucid Capital Markets may permit our officers, directors and other securityholders who are subject to the lock-up agreements to sell shares prior to the expiration of the lock-up agreements at any time in their sole discretion. See "Underwriting." Sales of these shares, or perceptions that they will be sold, could cause the trading price of our common stock to decline.
Where the share count comes from
9,348,579 shares — stated in the prospectus. A count the prospectus prints and a count derived from two of its other numbers are not the same quality of claim, so which one this is gets said rather than implied.
| Shares outstanding after the offering | 12,348,579 |
| Shares sold in the offering | 3,000,000 |
| Underwriters' over-allotment option | 450,000 |
| Held by affiliates | 5,285,783 |
| Locked up, coming free at expiry | 9,348,579 |
After the lock-up agreements expire, up to an additional 9,348,579 shares of common stock will be eligible for sale in the public market, of which 5,285,783 shares will be held by directors, executive officers and other affiliates and will be subject to volume limitations under Rule 144 under the Securities Act of 1933, as amended (the Securities Act), in each case based on shares of common stock outstanding as of December 31, 2025 and without giving effect to any potential purchases by such persons in this offering. After this offering, the holders of 7,937,604 shares of our outstanding co…
After the lock-up agreements expire, up to an additional 9,348,579 shares of common stock will be eligible for sale in the public market, of which 5,285,783 shares will be held by directors, executive officers and other affiliates and will be subject to volume limitations under Rule 144 under the Securities Act of 1933, as amended (the Securities Act), in each case based on shares of common stock outstanding as of December 31, 2025 and without giving effect to any potential purchases by such persons in this offering. After this offering, the holders of 7,937,604 shares of our outstanding common stock, or approximately 64.2% of our total outstanding common stock based on shares outstanding as of December 31, 2025, will be entitled to rights with respect to the registration of their shares under the Securities Act, subject to vesting and the 180-day lock-up agreements described above.
Exceptions written into the lock-up (4)
Each of these is a route by which SWMR shares can move before 2026-09-13. The 10b5-1 carve-out is the one worth reading twice: it lets insiders put a selling plan in place during the lock-up, so the first sales can be automatic and immediate rather than discretionary and later.
- 10b5-1 plan
- bona fide gift or charitable transfer
- estate planning or family transfer
- option exercise or RSU settlement
Rule 10b5-1 Sales Plans Our directors and executive officers may adopt written plans, known as Rule 10b5-1 plans, in which they will contract with a broker to buy or sell shares of our common stock on a periodic basis. Under a Rule 10b5-1 plan, a broker executes trades pursuant to parameters established by the director or officer when entering into the plan, without further direction from the director or officer. The director or officer may amend or terminate the plan in limited circumstances.
…s, we and they will not, subject to certain exceptions, including transactions relating to securities acquired in this offering or in open market transactions after the completion of this offering, transfers pursuant to bona fide gift(s), by will, other testamentary document or intestate succession, by operation of law, the establishment of a trading plan pursuant to Rule 10b5-1 promulgated under the Exchange Act, transfers of shares of common stock to any trust for the direct or indirect benefit of the transferor or their immediate family; if the stockholder is a corporation, limited liability company, partnership, trust or other e…
…hich we were, or will be, a party in which the amount involved exceeded, or will exceed, $120,000 and in which any director, executive officer, holder of 5% or more of any class of our capital stock or any member of the immediate family of, or entities affiliated with, any of the foregoing persons, had, or will have, a direct or indirect material interest. Sales and Purchases of Securities Series A Preferred Stock Financing In multiple closings held from September to January 2026, we issued and sold an aggregate of 2,491,721 shares of Series A-1 convertible preferred stock at a purchase price of $6.2711 per share for an aggregate purchase price of approximately $15.6 million.
The number of shares of our common stock to be outstanding after this offering excludes the following: 5,643,900 shares of common stock issuable upon the exercise of outstanding stock options as of December 31, 2025, issued under our Swarmer, Inc 2023 Stock Plan (2023 Stock Plan), having an exercise price of $0.00001 per share; 3,429,074 shares of common stock issuable upon the exercise of outstanding stock options as of December 31, 2025, issued under our Swarmer, Inc 2024 Stock Plan (2024 Stock Plan), having a weighted-average exercise price of $2.42 per share; 417,…
How this reading of SWMR could be wrong
The lock-up period is restated 3 times in this prospectus. Issuers repeat the clause on the cover, in the summary, in the risk factors and in the underwriting section, and the wording is not always identical. The parser resolved them to one period; if a reader finds a restatement that disagrees, the quote above is the one it used.
The volume is a vendor's, not ours. SWMR is not in our own price table, so average daily volume comes from yahoo-finance2 daily bars (symbol not in our price table). Vendor bars for recently listed symbols are the ones most likely to be wrong.
Only 20 sessions of volume history. This is a recent IPO, and early volume is dominated by the offering itself. An average over 20 sessions of a stock that has barely traded is the weakest input on the page, and absorb days inherits every bit of that weakness.
The parser can misread a filing. That is why every number here is printed next to the words it came from. Earlier versions of this parser read the underwriters' 30-day over-allotment window as a 30-day lock-up on five deals, and double-counted one issuer's share total because the offering summary appears on both the cover and in the summary section.
Also unlocking in 2026-09 (3)
Lock-ups cluster, because IPOs cluster: these priced in the same window as SWMR and come free in the same month. Several heavy releases landing together is a different situation from one.
| Deal | Expiry | Shares free | Absorb days |
|---|---|---|---|
| MMED MiniMed Group, Inc. | 2026-09-02 | 252.8M | 15.7 sessions |
| JAN Janus Living, Inc. | 2026-09-19 | — | — |
| HMH HMH Holding Inc | 2026-09-28 | — | — |
Learn to read these clauses yourself
The flow arithmetic on this page — shares unlocking divided by average daily volume, and why the clause has to be read rather than assumed — taught step by step, free.
Radar built 2026-11-07 from EDGAR full-text search over 424B4 filings · all 80 parsed lock-ups and the scoreboard · SWMR's prospectus on EDGAR · what funds carried these companies at before listing