What tax-related detail is disclosed in AIRO (AIRO) CEO Burns’ amended Form 4?

The amendment explains that 5,268 shares connected to the stock bonus were withheld to satisfy tax withholding obligations. This withholding reduced the shares actually issued to Joseph D. Burns to 12,232, aligning the reported share count with the net award.

AIRO Group Holdings (AIRO) CEO gets 12,232-share stock bonus

Filing Impact

(Neutral)

Filing Sentiment

(Neutral)

Form Type

4/A

Rhea-AI Filing Summary

Burns Joseph D reported acquisition or exercise transactions in this Form 4 filing.

AIRO Group Holdings, Inc. reported that Chief Executive Officer Joseph D. Burns received a stock bonus valued at $175,000, paid in 12,232 shares of common stock at no cash cost to him under his employment agreement. The company withheld 5,268 shares from this award to cover tax withholding obligations. After this transaction, Burns directly holds 43,120 shares of common stock, which includes 1,314 shares that were previously reported as indirectly held but are now correctly classified as directly held. This Form 4 amendment also corrects an earlier report that had overstated the number of bonus shares issued.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider Burns Joseph D

Role Chief Executive Officer

Type	Security	Shares	Price	Value
Grant/Award	Common Stock	12,232	$0.00	--

Holdings After Transaction: Common Stock — 43,120 shares (Direct, null)

Footnotes (1)

Represents net shares issued to the Reporting Person in connection with a bonus award with a value of $175,000 pursuant to the terms of an employment agreement by and between the Issuer and the Reporting Person. On October 22, 2025, the Reporting Person filed a Form 4 which inadvertently reported that 17,500 shares were issued as a bonus with a value of $175,000. In fact, as reported in this amendment, only 12,232 shares were issued due to the withholding of 5,268 shares to satisfy tax withholding obligations. The total includes 1,314 shares that were previously reported as indirectly held by Joseph D. Burns & Kim A. Burns JTWROS, which shares should have been reported as directly held.

Key Figures

Stock bonus value: $175,000 Shares issued in bonus: 12,232 shares Shares withheld for taxes: 5,268 shares +3 more

6 metrics

Stock bonus value $175,000 Bonus award under employment agreement

Shares issued in bonus 12,232 shares Common stock granted to CEO as bonus

Shares withheld for taxes 5,268 shares Withheld from award to satisfy tax obligations

Total direct holdings after award 43,120 shares Common stock directly held by CEO after transaction

Shares reclassified to direct 1,314 shares Previously reported as indirectly held, now direct

Transaction price per share $0.0000 per share Indicates compensatory, not open-market, grant

Key Terms

bonus award, tax withholding obligations, employment agreement, Form 4, +1 more

5 terms

bonus award financial

"Represents net shares issued to the Reporting Person in connection with a bonus award with a value of $175,000"

tax withholding obligations financial

"only 12,232 shares were issued due to the withholding of 5,268 shares to satisfy tax withholding obligations"

employment agreement financial

"pursuant to the terms of an employment agreement by and between the Issuer and the Reporting Person"

Form 4 regulatory

"the Reporting Person filed a Form 4 which inadvertently reported that 17,500 shares were issued"

Form 4 is a official document that company insiders, such as executives or major shareholders, file with regulators whenever they buy or sell company shares. It provides transparency about how those with inside knowledge are trading, helping investors see if insiders are confident in the company's prospects or may be selling for personal reasons. This information can influence investor decisions by revealing insiders' perspectives on the company's value.

amendment regulatory

"In fact, as reported in this amendment, only 12,232 shares were issued"

An amendment is a formal change or addition to an existing legal, regulatory, or corporate document, such as a contract, prospectus, regulatory filing, or company charter. It matters to investors because amendments can alter rights, deadlines, obligations, or risk profiles tied to an investment; think of it like editing a recipe—changing an ingredient or cooking time can significantly affect the final result.

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Form 4 Insider Transactions: What Each Field Means →

Available on EDGAR 05/26/2026 - 05:00 PM Accepted by SEC EDGAR 05/26/2026 - 05:00 PM

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^*

Burns Joseph D

(Last)

(First)

(Middle)

C/O AIRO GROUP HOLDINGS, INC.

8444 WESTPARK DRIVE SUITE 840

(Street)

MCLEAN

VIRGINIA

22102

(City)

(State)

(Zip)

UNITED STATES

(Country)

2. Issuer Name and Ticker or Trading Symbol
AIRO Group Holdings, Inc. [ AIRO ]

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

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

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
09/15/2025

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)
10/22/2025

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	09/15/2025		A⁽¹⁾		12,232⁽²⁾	A	⁽¹⁾	43,120⁽³⁾	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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

Explanation of Responses:

1. Represents net shares issued to the Reporting Person in connection with a bonus award with a value of $175,000 pursuant to the terms of an employment agreement by and between the Issuer and the Reporting Person.

2. On October 22, 2025, the Reporting Person filed a Form 4 which inadvertently reported that 17,500 shares were issued as a bonus with a value of $175,000. In fact, as reported in this amendment, only 12,232 shares were issued due to the withholding of 5,268 shares to satisfy tax withholding obligations.

3. The total includes 1,314 shares that were previously reported as indirectly held by Joseph D. Burns & Kim A. Burns JTWROS, which shares should have been reported as directly held.

	/s/ Joseph D. Burns	05/26/2026
	** 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.
* Form 4: SEC 1474 (03-26)

Source: View Original Filing on SEC EDGAR

FAQ

What insider transaction did AIRO (AIRO) report in this amended Form 4?

AIRO reported that CEO Joseph D. Burns received 12,232 shares of common stock as part of a stock bonus valued at $175,000 under his employment agreement, with no cash paid per share in the transaction.

Why was AIRO (AIRO) CEO Joseph D. Burns’ Form 4 filing amended?

The Form 4 was amended because an earlier filing mistakenly reported 17,500 bonus shares. The amendment clarifies that 12,232 shares were actually issued after 5,268 shares were withheld to satisfy tax withholding obligations on the award.

How many AIRO (AIRO) shares does CEO Joseph D. Burns hold after this transaction?

Following the bonus award, Joseph D. Burns directly holds 43,120 shares of AIRO Group common stock. This total includes 1,314 shares that were previously reported as indirectly held but are now correctly classified as directly owned by him.

How was the $175,000 bonus to AIRO (AIRO) CEO Joseph D. Burns structured?

The $175,000 bonus was delivered as a stock award rather than cash, resulting in the net issuance of 12,232 common shares. An additional 5,268 shares tied to the award were withheld to cover tax withholding obligations associated with the bonus.