Air Industries (AIRI) president awarded 12,159 RSUs and holds options

Rhea-AI Filing Summary

Air Industries Group president Luciano M. Melluzzo received a grant of 12,159 restricted stock units on February 12, 2026 as equity compensation. Each RSU represents one share of common stock and vested upon grant, with settlement scheduled for the later of the first anniversary of the award date or a qualifying change in control, or 18 months after the award date if no change in control occurs. The filing also reports previously granted RSUs from an August 26, 2024 award, with portions vesting or scheduled to vest in 2025, 2026 and 2027, as well as several fully exercisable stock option positions with exercise prices ranging from $3.43 to $13.9. Melluzzo additionally holds 42,199 shares of Air Industries Group common stock directly.

Insights

Equity compensation analyst

Routine equity grant increases president’s RSU and option-based incentives.

Air Industries Group granted president Luciano M. Melluzzo 12,159 restricted stock units on February 12, 2026 at an effective price of $0, reflecting a standard stock-based compensation award rather than an open-market purchase.

The RSUs vest immediately but settle later, tied to either the first anniversary of the award, a qualifying change in control under Treasury Regulation 1.409A-3(a)(5), or the 18‑month anniversary. This structure aligns payout timing with corporate events and retention goals.

The filing also lists sizable existing RSU tranches and fully exercisable stock options with exercise prices from $3.43 to $13.9, plus direct ownership of common shares. Overall, it documents Melluzzo’s equity-based incentives without indicating any share sales.

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^*

Melluzzo Luciano M

(Last) (First) (Middle)

1460 FIFTH AVE

(Street)

BAY SHORE NY 11706

(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)

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

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								42,199	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
Restricted Stock Units	(2)							(3)	(3)	Common Stock	34,123		68,245	D
Stock options	$3.5							(4)	05/31/2028	Common Stock	27,000		27,000	D
Stock options	$3.43							(4)	06/30/2028	Common Stock	48,000		48,000	D
Stock option	$8.3							(4)	03/31/2027	Common Stock	20,000		20,000	D
Stock option	$12.2							(4)	07/31/2026	Common Stock	18,000		18,000	D
Stock option	$13.9							(4)	03/31/2026	Common stock	15,000		15,000	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. Each restricted stock unit represents the right to receive, at settlement, one share of common stock.

3. This award was granted on August 26, 2024. 34,123 restricted stock units subject to the award vested on April 1, 2025. 34,123 are scheduled to vest on April 1, 2026 and 34,122 are scheduled to vest on April 1, 2027, assuming continued employment through the applicable vesting date.

4. Exercisable in full

	/s/ Luciano M. Melluzzo	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 did AIRI president Luciano M. Melluzzo receive in this Form 4 filing?

He received a grant of 12,159 restricted stock units as equity compensation. Each RSU equals one share of Air Industries Group common stock, vested upon grant, with settlement tied to time-based and change-in-control conditions described in the award terms.

When do Luciano M. Melluzzo’s new AIRI restricted stock units settle?

The RSUs settle 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 18 months after the award date, settlement occurs on that 18‑month anniversary instead.

How many Air Industries Group RSUs from prior awards does Melluzzo hold?

The filing shows 34,123 restricted stock units from an August 26, 2024 award as beneficially owned. That award vested in tranches, with units already vested in April 2025 and additional portions scheduled to vest in April 2026 and April 2027, subject to continued employment.

What stock options in AIRI are reported for Luciano M. Melluzzo?

He holds several fully exercisable stock option positions with exercise prices of $3.5, $3.43, $8.3, $12.2 and $13.9. These options cover various share amounts and have expiration dates between March 31, 2026 and May 31, 2028, as detailed in the filing.

Did Luciano M. Melluzzo buy or sell AIRI shares on the market in this report?

The report shows a grant of 12,159 restricted stock units at $0 per unit, categorized as an award or other acquisition. It does not disclose any open-market purchases or sales of Air Industries Group common stock by Melluzzo on the reported date.

How many AIRI common shares does Luciano M. Melluzzo directly own after this filing?

He is reported as directly owning 42,199 shares of Air Industries Group common stock. This figure reflects shares beneficially owned following the reported transactions and is separate from his restricted stock units and stock option awards disclosed in the same filing.