Steyr Motors AG: Voluntary public tender offer by SMOT Acquisition GmbH, a subsidiary of Red Cat Holdings, Inc. – Offer price of EUR 39.00 in cash

Steyr Motors AG: Voluntary public tender offer by SMOT Acquisition GmbH, a subsidiary of Red Cat Holdings, Inc. – Offer price of EUR 39.00 in cash

Steyr, Austria, 19 October 2026 – Steyr Motors AG (the “Company”) (ISIN AT0000A3FW25), one of the world’s leading companies in the field of customized engines for mission-critical defense and civil applications, has been informed that SMOT Acquisition GmbH, Vienna, (the “Bidder”), intends to make a voluntary public tender offer addressed to all shareholders of the Company in the form of a cash offer for all shares in the Company (the “Steyr Shares”) (the “Offer”). The Bidder is a wholly owned subsidiary of Red Cat Holdings, Inc. (“Red Cat”), a Nevada corporation with its principal executive offices in Salt Lake City, Utah, United States, listed on the NASDAQ Stock Market under the ticker symbol “RCAT”.

The offer price is EUR 39.00 in cash per Steyr share. The proposed offer price represents a PREMIUM of 55.8% over the 52-week low of the Steyr share and a PREMIUM of 28.9% over the share’s Xetra closing price on October 16, 2026. The Offer is expected to be subject to customary conditions, including foreign direct investment clearances as well as a minimum acceptance threshold of 50% plus one Steyr Share. The Bidder expects completion of the Offer – subject to regulatory clearances and further customary conditions – in the first half of 2027.

In addition, the Company has been informed that the Bidder has entered into an agreement with B&C Holding Österreich GmbH holding approximately 15.0% of the Steyr Shares. Under this agreement, the shareholder is obliged, in accordance with the respective agreement, to accept the Offer for all Steyr Shares held by it.

Steyr Motors has undergone a structural transformation in recent years: After CEO Julian Cassutti’s appointment in 2022, a rapid and successful turnaround in 2024 was followed by the listing on the Frankfurt Stock Exchange, as well as the broadening of the shareholder base after the placement of former majority owner Mutares’ remaining stake in 2025. The Next step with Red Cat continues this trajectory: Steyr’s Austrian Engineering base gains a strategic partner with the scale, customer access and capital to support the Next phase – including further development of Steyr’s specialized power units and its role in Red Cat’s growing platform across unmanned systems.

Julian Cassutti, CEO of Steyr Motors AG, comments: “Four years into Steyr Motors’ transformation, I am very excited to shape its Next chapter with Red Cat as strategic partner on our side. Our Engineering and Red Cat’s reach into international markets are the basis for joint growth, and Red Cat stands firmly behind our site and our people. For our shareholders, the all-cash Offer is a chance to realize their investment in cash today. I stand behind this step, and I intend to tender my own shares alongside them.”

Dr. Rolf Wirtz, Chairman of the Supervisory Board of Steyr Motors AG, adds: “The potential transaction highlights Steyr Motors’ strategic appeal and presents an opportunity to further accelerate international expansion, tap into new markets, and sustainably strengthen access to key resources. The Supervisory Board sees significant strategic potential in the proposed combination. Subject to review of the legal and economic terms and conditions such as published in the offer document, we view the potential transaction favorably.”

Red Cat intends to maintain and expand Steyr as an Austrian center of excellence. The existing jobs are to be safeguarded, manufacturing and research and development will remain on-site. Beyond this planned development, Red Cat intends to explore – in dialogue with the management and the workforce – the medium-term potential for Steyr to serve as an anchor point for expanding Red Cat’s European activities.

Jeff Thompson, Chief Executive Officer of Red Cat, states: “Steyr Motors has built a strong business in Austria with specialized Engineering talent, trusted customer relationships and proven marine engine technology. This proposed transaction is about investing in that foundation and helping Steyr Motors grow. We see Austria as central to the future of the business, and our goal is to provide additional resources, customer access and long-term demand that can support Steyr Motors’ employees, operations and continued expansion.”

Conditions and Timeline

Subject to a positive review based on the final offer documents and the adoption of the necessary resolutions by the Management Board and the Supervisory Board, the Company intends to publish a final supporting statement on the offer. Completion of the proposed Offer is subject to, among others, the condition that, at the end of the acceptance period, Red Cat holds at least 50% plus one share of Steyr Motors AG.

Red Cat expects the acceptance period, during which shareholders may tender their shares, to commence shortly, and to end on December 18, 2026, at 5:00 p.m. CET.

The complete offer document will be published on a dedicated transaction website: https://ir.redcatholdings.com/

Company profile of Steyr Motors AG

Headquartered in Steyr, Austria, Steyr Motors AG is a global leader in the development and production of high-performance customized special engines with high power density and durability. The Company’s engines are primarily used for military special vehicles, boats (both military and civilian) and as auxiliary power units (“APU”) for main battle tanks and locomotives.

About Red Cat Holdings, Inc.

Red Cat (Nasdaq: RCAT) is a U.S.-based provider of advanced all-domain drone and robotic solutions for defense and national security. Through its integrated portfolio of trusted U.S. and allied hardware and Software AG , Red Cat supports military, government, and public safety operations across air, land, sea and space. Its systems span small unmanned aircraft systems, uncrewed surface vessels, wireless power transfer technology, and autonomous swarming Software AG to enhance situational awareness, operational effectiveness, and mission safety. Learn more at https://redcat.red/

For further information, please contact:

Steyr Motors AG
Investor Relations
Phone: +436766222367
E-mail: ir@steyr-motors.com
www.steyr-motors.com

Press Contact
CROSS ALLIANCE communication GmbH
Susan Hoffmeister
Phone: +49 89 125 09 0333
E-mail: sh@crossalliance.de
www.crossalliance.de

Legal notice:

This announcement constitutes neither an offer to purchase securities nor a solicitation of an offer to purchase or sell securities of Steyr Motors AG.

Certain statements herein are forward-looking statements. They are based on the current expectations and assessments of the Management Board and are subject to risks and uncertainties. Actual developments and results may differ materially from the expectations expressed or implied in these statements due to various factors.