Air Industries Group (AIRI) director receives 12,159 RSUs in equity grant

Rhea-AI Filing Summary

Brand Michael reported acquisition or exercise transactions in this Form 4 filing.

Air Industries Group director Michael Brand received an equity award in the form of restricted stock units. On 02/12/2026, he was granted 12,159 RSUs, each representing one share of common stock, with no cash paid per unit.

The RSUs vested upon grant and will be settled in shares on the later of the first anniversary of the award date or a qualifying change in control, and in any event by the eighteen-month anniversary if no change in control occurs. Following this award, Brand also holds common stock and several fully exercisable stock option positions shown as existing holdings.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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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 for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Brand Michael

(Last) (First) (Middle)

4196 MAJESTIC CIRCLE

(Street)

MEDINA OH 44256

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
AIR INDUSTRIES GROUP [ AIRI ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
02/12/2026

4. If Amendment, Date of 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

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								5,651	D
Common Stock								600	I	by Roth 401k

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 Securities Underlying Derivative Security (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: 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
Restricted Stock Units	(1)	02/12/2026		A		12,159		(1)	(1)	Common Stock	12,159	$0	12,159	D
Stock Option	$3							(2)	11/30/2030	Common Stock	10,000		10,000	D
Stock Option	$3.75							(3)	08/31/2029	Common Stock	10,000		10,000	D
Stock Option	$3.5							(3)	05/31/2028	Common Stock	1,000		1,000	D
Stock Option	$3.43							(3)	06/30/2028	Common Stock	4,160		4,160	D
Stock Option	$8.4							(3)	04/30/2027	Common Stock	1,000		1,000	D
Stock Option	$12.5							(3)	08/31/2026	Common Stock	100		100	D
Stock Option	$13.2							(3)	12/31/2027	Common Stock	1,000		1,000	D
Stock Option	$23.8							(3)	12/31/2026	Common Stock	1,000		1,000	D

Explanation of Responses:

1. Each RSU represents the right to receive, at settlement, one share of common stock. The RSUs vested upon grant and shall be settled on the later of: (A) the first anniversary of the Award Date and (B) the occurrence of a Change in Control, which for purposes of the Award Agreement, must constitute an event described in Treasury Regulation Section 1.409A-3(a)(5); provided, however, that if the event in (B) has not occurred by the eighteen (18) month anniversary of the Award Date, the vested RSUs shall be settled on the eighteen (18) month anniversary of the Award Date.

2. Vests as to 5,000 shares on December 31, 2025, 2,500 shares on February 28, 2026 and 2,500 shares on May 31, 2026.

3. Exerciseable in full.

	/s/ Michael Brand	02/16/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What insider transaction did AIRI director Michael Brand report?

Michael Brand reported receiving an equity award of 12,159 restricted stock units. Each RSU represents one share of Air Industries Group common stock and was granted on February 12, 2026 as part of his director compensation, with no cash paid per unit.

How many restricted stock units did Michael Brand receive from Air Industries Group (AIRI)?

Michael Brand received 12,159 restricted stock units from Air Industries Group. These units vested upon grant and each RSU entitles him to receive one share of common stock when settled under the award’s specified timing and change-in-control conditions.

When will Michael Brand’s AIRI restricted stock units be settled into shares?

The RSUs will be settled on the later of the first anniversary of the award date or a qualifying change in control. If no qualifying change in control occurs by eighteen months after the award date, settlement will occur on that eighteen-month anniversary.

Did Michael Brand buy or sell any Air Industries Group (AIRI) common stock in this filing?

The Form 4 mainly reports a grant of 12,159 restricted stock units, not an open-market stock purchase or sale. Common stock and option positions shown in the tables are reported as existing holdings, rather than newly bought or sold shares.

What other Air Industries Group (AIRI) equity holdings does Michael Brand report?

Michael Brand reports ownership of common stock both directly and through a Roth 401(k), along with multiple stock option grants at various exercise prices and expirations. These option positions are described as fully exercisable or subject to stated vesting schedules in the footnotes.

How do the vesting terms work for Michael Brand’s AIRI equity awards?

The new RSUs vested upon grant but settle later under specific timing and change-in-control conditions. A separate stock option grant vests 5,000 shares on December 31, 2025, 2,500 on February 28, 2026, and 2,500 on May 31, 2026, with other options already exercisable.