Swarmer Targets Ground Drone Expansion With Ratel Robotics Acquisition

Key Points

• Swarmer plans to acquire Ratel Robotics for $7.2 million in cash, 1,064,942 shares, and potential earn-outs of up to $7.2 million in cash plus 4,422,125 shares. The transaction requires shareholder approval and is expected to close in the fourth quarter.
• The deal would expand Swarmer from aerial-drone software into unmanned ground vehicles, enabling potential mobile launch platforms for large-scale drone deployments, logistics, medical evacuations, and air-defense systems.
• Ratel reported approximately $18.5 million in 2025 sales and has more than $86 million in confirmed 2026 government contracts, while Swarmer expects to retain Ratel’s brand and pursue international expansion through existing partnerships and distribution channels.

Swarmer NASDAQ: SWMR outlined its proposed acquisition of Ukrainian unmanned ground vehicle manufacturer Ratel Robotics, saying the combination would expand its defense technology capabilities across aerial and ground-based systems.

During an investor call, President and U.S. CEO Alex Fink said Ratel, founded in 2023, has more than 300 employees, manufacturing operations in Ukraine and five unmanned ground vehicle, or UGV, models. Ratel’s vehicles have primarily been used for medical evacuations and logistics missions, according to Fink.

Fink said Swarmer has supported more than 100,000 real-world combat missions in Ukraine and sees the transaction as an opportunity to pair its aerial-drone capabilities with Ratel’s ground platforms. Ratel Founder and CEO Taras Ostapchuk is expected to remain in his role following the closing of the transaction.

Ground Platforms for Drone Operations

Fink said demand for UGVs has grown substantially, citing procurement figures that he said were more than five times higher than the prior year. He said UGVs are increasingly being used to handle frontline logistics and medical evacuations that would otherwise expose personnel to danger.

Beyond those missions, Swarmer sees ground vehicles as potential mobile launch platforms for aerial systems, including first-person-view drones and interceptors. Fink said setting up drones from the ground can limit how many can be deployed before operators face incoming enemy fire.

“We want to see military units launch 500 drones at a time, 600 drones at a time,” Fink said. “The ability to set up drones on a ground vehicle and not on the ground, we believe could be the unlock to larger groups being flown in the air.”

In response to an analyst question, Fink said prototypes already exist for single unmanned aerial vehicles launching from boxes mounted on UGVs. He said integrating multiple ground vehicles and aerial vehicles into a single mission would require additional work and could take months.

Fink said Ratel accounted for approximately 37% of Ukrainian government UGV purchases in the procurement cycle held in April. He described the company as a technologically strong participant in a Ukrainian market with more than 250 UGV manufacturers.

Transaction Terms and Timing

At closing, Swarmer would acquire 100% of Ratel for $7.2 million in cash, subject to adjustments, and 1,064,942 Swarmer shares. The deal also includes potential earn-out payments tied to Ratel’s revenue and operating income performance during 2026, 2027 and 2028.

If all performance targets are met, Swarmer would pay an additional $7.2 million in cash and issue up to 4,422,125 additional shares. Fink said 77% of the consideration is performance-based.

He also said a previously announced $224 million headline transaction value was based on a stock price of $36.34 and included employee retention grants. Because the share count is fixed, the total consideration changes with Swarmer’s stock price, Fink said.

Swarmer scheduled a special shareholder meeting for Monday, Nov. 2, at 10 a.m. Eastern to approve the share issuance. Fink said the transaction is expected to close in the fourth quarter, subject to shareholder approval and other closing conditions. He said the regulatory approvals the company expected to require had, to his knowledge, been satisfied.

International Expansion and Operations

Following closing, Swarmer intends to retain Ratel’s brand and operate it as an independent autonomous division, with its engineering and manufacturing functions remaining separate within Swarmer. Fink said Ratel’s brand recognition and existing customer commitments supported that approach.

Ostapchuk said combining Ratel’s ground platforms with Swarmer’s autonomy software could support development of more integrated unmanned systems. He also cited opportunities to pursue customers outside Ukraine and develop international commercial and manufacturing partnerships.

Fink said Ratel has announced a partnership with General Dynamics in Canada to manufacture UGVs in Ukraine. He said Swarmer’s sales teams in Europe and the U.S., along with its distribution arrangement in Japan, could help Ratel expand internationally.

Ratel generated approximately $1.5 million of sales in 2024 and approximately $18.5 million in 2025, Fink said. He added that Ratel has more than $86 million in confirmed government contracts for 2026, with more than 70% prepaid by the government in a secured account.

Fink said Swarmer views mobile ground platforms as an important element of broader defense applications, including drone launches and air-defense systems that require detection, computing, autonomy software and effectors to be deployed where they are needed.

About Swarmer (NASDAQ:SWMR)

Swarmer, Inc is a defense technology company focused on software for coordinating and managing unmanned aerial systems. Its technology is designed to help operators control multiple drones, automate mission planning, and improve the efficiency of drone-based operations.

The company's primary offering is an artificial intelligence-powered platform intended to enable autonomous or semi-autonomous drone swarms. The platform can support coordination among drones, adaptation to changing mission conditions, and the integration of different unmanned systems into a single operating environment.

Swarmer's technology is associated with defense and security applications, particularly the use of unmanned systems in complex and contested environments.

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