Amended Form 4 Shows New AIRO Stock Issuance to COO John Uczekaj

Rhea-AI Filing Summary

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.

Positive

• Insider ownership increases by 1,769 shares, marginally strengthening management–shareholder alignment

Negative

• Original Form 4 contained an omission, indicating a minor lapse in Section 16 reporting controls

Insights

Securities Analyst

TL;DR: Minor insider acquisition via debt settlement; negligible impact on float or valuation.

The 1,769-share issuance represents a de minimis addition to AIRO’s outstanding equity and does not signal open-market buying enthusiasm. Because the stock was received in exchange for debt satisfaction, cash outflow is avoided, but dilution is effectively immaterial. The correction of the prior filing removes disclosure risk but does not change the investment thesis. From a valuation perspective, I rate the event neutral.

Corporate Governance Expert

TL;DR: Filing fixes a reporting error; modest governance concern now resolved.

Section 16 compliance is restored by amending the July 3 submission. The initial omission suggests internal tracking weaknesses, yet prompt correction demonstrates procedural responsiveness. No red flags on control persons’ intentions emerge, and alignment is marginally improved through added ownership. Overall governance impact is neutral, leaning slightly positive for transparency.

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

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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).

1. Name and Address of Reporting Person^*

Uczekaj John

(Last) (First) (Middle)

C/O AIRO GROUP HOLDINGS, INC.

5001 INDIAN SCHOOL ROAD NE, SUITE 100

(Street)

ALBUQUERQUE NM 87110

(City) (State) (Zip)

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

3. Date of Earliest Transaction (Month/Day/Year)
06/30/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)
07/03/2025

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

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

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	06/30/2025		J(1)		1,769(2)	A	(1)	1,769	I	John Uczekaj and Diane M. Uczekaj, as Community Property with ROS

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

Explanation of Responses:

1. Represents shares owed to the Reporting Person and his spouse pursuant to the terms of the Amendment to Satisfaction of Indebtedness and Satisfaction of Covenant Agreement dated June 30, 2025.

2. On July 3, 2025, the Reporting Person filed a Form 4 which inadvertently omitted this transaction.

	/s/ John Uczekaj	08/05/2025
	** 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

How many AIRO shares did President John Uczekaj acquire?

He reported 1,769 common shares acquired on 30 Jun 2025.

Was cash used to purchase the AIRO shares?

No. The equity was issued under a debt-satisfaction agreement (transaction code J).

Why was an amended Form 4/A filed for AIRO?

The initial Form 4 filed 3 Jul 2025 omitted the 1,769-share transaction; this amendment corrects that error.

Does the filing include any derivative securities or options?

No. No derivative securities were reported in Table II.

What is the current ownership form of the reported shares?

They are held indirectly as community property with right of survivorship by John and Diane Uczekaj.