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[Form 4] AIR INDUSTRIES GROUP Insider Trading Activity

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

Air Industries Group director Michael Porcelain reported an equity award and updated holdings. On February 12, 2026, he acquired 60,791 restricted stock units, each representing one share of common stock, at a price of $0 per unit.

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, or otherwise on the 18‑month anniversary of the award date. Following this award, he directly beneficially owns 71,267 shares of common stock and holds several fully exercisable stock option positions with various strike prices and expirations.

Positive

  • None.

Negative

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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*
PORCELAIN MICHAEL

(Last) (First) (Middle)
11147 GLEN ORCHARD LN

(Street)
BOYNTON BEACH FL 33473

(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 71,267 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 60,791 (1) (1) Common Stock 60,791 $0 60,791 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 2,160 2,160 D
Stock Options $8.4 (3) 04/30/2027 Common Stock 1,000 1,000 D
Stock Options $12.5 (3) 07/31/2026 Common Stock 100 100 D
Stock Options $13.2 (3) 12/31/2027 Common Stock 1,000 1,000 D
Stock Options $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. Exercisable in full.
/s/ Michael D. Porcelain 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.
Air Industries

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15.23M
3.76M
Aerospace & Defense
Aircraft Parts & Auxiliary Equipment, Nec
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United States
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