AIRO Group Holdings, Inc. SEC Filings

AIRO Group Holdings, Inc. furnished a press release reporting financial results for the quarter ended June 30, 2025. The company attached that press release as Exhibit 99 to this Form 8-K so investors can access the results directly in the filing. The filing states the furnished information is not "filed" for purposes of Section 18 of the Exchange Act and related sections of the Securities Act, which is the company clarifying limited legal liability for the release. AIRO's common stock trades under the symbol AIRO on the Nasdaq Global Market, and the Form 8-K is signed by CFO Dr. Mariya Pylypiv.

AIRO Group Holdings, Inc. reported strong year-over-year revenue growth for the quarter ended June 30, 2025 with revenue of $24.55 million versus $9.78 million a year earlier, producing a gross profit of $15.03 million. Operating expenses rose sharply to $34.72 million in the quarter, driven primarily by higher general and administrative costs, producing an operating loss of $19.69 million. Non-operating items, including a $15.56 million gain on extinguishment of debt and other fair value adjustments, produced total other income of $27.62 million and resulted in net income of $5.87 million for the quarter.

The company completed its IPO in June 2025, issuing 6.9 million shares at $10.00 per share and recording net proceeds of $61.5 million, which management says alleviated prior going concern uncertainties. Cash and restricted cash totaled $40.5 million at June 30, 2025 and working capital was reported at $12.6 million. Total assets were $747.8 million, driven by $572.0 million of goodwill, while total liabilities declined to $68.3 million as contingent consideration and certain investor note fair value liabilities were resolved or converted. The condensed statements show significant non-cash items, stock-based compensation, and debt conversions that materially affected reported results and equity during the period.

AIRO Group Holdings (AIRO) Form 4/A reports that President, COO and Director John Uczekaj and his spouse indirectly acquired 1,769 common shares on 30 Jun 2025. The shares were issued pursuant to an “Amendment to Satisfaction of Indebtedness and Satisfaction of Covenant Agreement,” indicating the equity was granted in settlement of a debt obligation rather than bought on-market (transaction code J). No derivative securities were involved. This amendment corrects the original Form 4 filed 3 Jul 2025, which had omitted the transaction. Post-transaction, Mr. Uczekaj reports 1,769 shares held as community property with right of survivorship. No sales or option exercises were disclosed.

Joseph D. Burns, Chief Executive Officer, Director, and 10% Owner of AIRO Group Holdings, reported multiple securities transactions on June 16, 2025. The transactions involved the conversion of promissory notes into common stock coinciding with the company's IPO:

• Conversion of $656,476 Agile Defense Promissory Note into 14,877 common shares
• Conversion of $648,492 AIRO Drone Promissory Note into 14,697 common shares
• Receipt of 2,500 shares through the Joe and Kim Burns Trust as interest payment related to investor notes, part of a larger $10.8 million interest payment

Following these transactions, Burns directly owns 29,574 shares and indirectly controls 1,799,502 shares through the Joe and Kim Burns Trust, where he serves as trustee with sole voting and dispositive power. These conversions were triggered automatically by the company's IPO completion.

Chirinjeev Kathuria, Executive Chairman and 10% owner of AIRO Group Holdings, reported significant insider transactions on June 16, 2025. The filing discloses two key holdings:

Through New Generation Aerospace LLC (NGA), where Kathuria serves as managing member:

• Acquired 33,995 shares of common stock through conversion of debt under an Amended Success Fee Agreement
• Now beneficially owns 4,056,344 shares indirectly through NGA
• The conversion represents approximately $1.35 million in outstanding principal

Additionally, Kathuria maintains direct ownership of 1,037,331 shares. The transaction occurred in connection with AIRO's initial public offering, with the Success Fee Agreement automatically converting to equity. The filing indicates Kathuria's substantial stake in the company through both direct holdings and his control position in NGA.

John Uczekaj, President, COO, and Director of AIRO Group Holdings, reported multiple transactions on June 16, 2025, significantly increasing his beneficial ownership position:

• Acquired 1,300 shares through conversion of unsecured promissory note worth $57,363.53 following the company's IPO
• Received 51,309 shares as shareholder representative under the 2021 Management Carveout Plan upon IPO completion
• The JS DM Uczekaj Family Trust, where he serves as trustee, acquired 2,500 shares through a one-time interest payment related to investor notes

Following these transactions, Uczekaj directly owns 52,609 shares and indirectly controls 359,006 shares through the family trust. These transactions appear to be part of pre-arranged IPO-related conversions and compensation arrangements rather than open market purchases.

Mariya Pylypiv, Chief Financial Officer of AIRO Group Holdings, reported multiple securities transactions on June 16, 2025:

• Received 2,500 shares of common stock through conversion of Investor Notes, related to a $10.8 million interest payment from the company's IPO
• Awarded 30,000 shares as a bonus valued at $300,000
• Granted 50,000 Restricted Stock Units (RSUs) that vested immediately upon grant

Following these transactions, Pylypiv directly owns 82,500 shares of AIRO common stock. The Form 4 was filed through an attorney-in-fact on June 18, 2025. These transactions represent significant insider acquisition of shares, with all securities being obtained through various compensation and conversion mechanisms rather than open market purchases.