Air Industries Group (AIRI) director receives 12,159 RSU equity award

Rhea-AI Filing Summary

Air Industries Group director and 10% owner Michael N. Taglich reported an equity award and updated his holdings. On February 12, 2026, he acquired 12,159 restricted stock units (RSUs) for no cash cost, each representing one share of common stock at settlement.

The RSUs vested upon grant and will be settled on the later of the first anniversary of the award date or a qualifying change in control, and if no change in control occurs by the 18‑month anniversary, they settle at that time. After this grant, Taglich directly beneficially owns 455,843 shares of common stock, in addition to RSUs, stock options and convertible notes convertible into common stock as outlined in the filing.

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

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

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^*

TAGLICH MICHAEL N

(Last) (First) (Middle)

C/O TAGLICH BROTHERS, INC.

37 MAIN STREET

(Street)

COLD SPRING HARBOR NY 11724

(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	X	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								455,843	D

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 Options	$3							(2)	11/30/2030	Common Stock	10,000		10,000	D
Stock Options	$3.75							(3)	08/31/2029	Common Stock	10,000		10,000	D
Stock Options	$3.5							(3)	05/31/2028	Common Stock	1,000		1,000	D
Stock Options	$3.43							(3)	06/30/2028	Common Stock	2,120		2,120	D
Stock Option	$8.4							(3)	04/30/2027	Common Stock	1,000		1,000	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
Convertible Notes(4)	$15							09/30/2018	07/01/2026	Common Stock	84,877(5)		$1,273,157(5)	D
Convertible Notes	$9.3							01/15/2019	07/01/2026	Common Stock	110,323(5)		$1,026,000(5)	D
Convertible Notes	$15							09/30/2018	07/01/2026	Common Stock	7,812(5)		$117,166(5)	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. Exercisable in full.

4. Represents Issuer's 6% convertible notes received pursuant to amendment to Issuer's 8% convertible notes and includes unpaid interest through December 31, 2020.

5. Includes accrued interest on the Notes through December 31, 2020 and the shares that would be issued upon conversion for the interest accrued through December 31, 2020. Does not include shares to be issued upon conversion for interest accrued after December 31, 2020.

	/s/ Michael N. Taglich	02/16/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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 Number.

FAQ

What insider transaction did AIRI director Michael N. Taglich report on this Form 4?

Michael N. Taglich reported receiving a grant of restricted stock units (RSUs) from Air Industries Group. The award is an equity-based compensation grant, not an open-market purchase or sale of shares, and it updates his reported beneficial ownership position in the company.

How many restricted stock units did AIRI grant to Michael N. Taglich and at what price?

Air Industries Group granted Michael N. Taglich 12,159 restricted stock units. The RSUs were granted at a price of $0.00 per unit, reflecting a compensation award rather than a cash investment, with each RSU representing the right to receive one share of common stock at settlement.

What are the vesting and settlement terms of Michael N. Taglich’s new RSUs from AIRI?

The RSUs vested upon grant but will be settled later. Settlement occurs on the later of the first anniversary of the award date or a qualifying change in control, and if no change in control occurs within 18 months, settlement takes place on the 18‑month anniversary.

How many AIRI common shares does Michael N. Taglich beneficially own after this Form 4 transaction?

Following the reported RSU grant, Michael N. Taglich is shown as directly beneficially owning 455,843 shares of Air Industries Group common stock. This share figure excludes RSUs, stock options, and convertible notes, which are reported separately as derivative and convertible interests.

What derivative securities related to AIRI does Michael N. Taglich hold according to this Form 4?

The filing lists multiple derivative positions, including 12,159 RSUs, several series of stock options exercisable for common stock at exercise prices such as $3.00 and $3.75, and 6% convertible notes that are convertible into specified numbers of Air Industries Group common shares.

Does the Form 4 for AIRI show any open-market buying or selling by Michael N. Taglich?

The Form 4 shows a grant and holdings, not open-market trades. The only reported transaction code is an acquisition of restricted stock units, while common stock, options and convertible notes are disclosed as beneficially owned positions rather than new market purchases or sales.