AIRO Insider Amendment: Burns Corrects Filings, Adds 2,314 Shares

Rhea-AI Filing Summary

AIRO Group Holdings, Inc. Form 4/A shows Joseph D. Burns, the company's Chief Executive Officer, director and a >10% owner, reporting acquisitions of common stock tied to debt and IPO-related interest payments. The amendment corrects prior filings and records a 06/30/2025 acquisition of 1,314 shares pursuant to an amendment to a satisfaction of indebtedness and covenant agreement, and a 06/09/2025 acquisition of 1,000 shares issued as a one-time $10.8 million interest payment related to notes held by certain investors. Following these transactions, the filing reports direct and indirect beneficial ownership totaling 1,798,002 shares, with the reporting person acting as trustee of the Joe and Kim Burns Trust and retaining sole voting and dispositive power over trust-held shares.

Positive

• Insider acquisitions recorded: Reporting person acquired shares via debt settlement and IPO-related interest payment, increasing equity stake.
• Substantial beneficial ownership: Reporting person and related trust hold 1,798,002 shares, indicating significant alignment with shareholders.
• Amendment filed to correct prior reporting errors, improving the public record.

Negative

• Prior reporting inaccuracies: Original Form 4 filings omitted a 1,314-share transaction and misstated a 1,000-share acquisition as 2,500 shares, requiring amendment.
• Concentrated voting power: Reporting person has sole voting and dispositive authority over trust shares, centralizing control which may concern governance-focused investors.

Insights

Financial Analyst

TL;DR: Insider acquired shares via debt settlement and IPO interest payment; ownership remains substantial but filings required correction.

The transactions are acquisitions rather than dispositions, increasing the reporting person’s stake and signaling continued insider exposure to the company’s equity. The amendment clarifies prior clerical errors, specifying 1,314 shares from an amended satisfaction agreement and 1,000 shares from an IPO-related interest payment. The disclosed 1,798,002 shares of beneficial ownership is material in absolute terms for shareholder alignment. This disclosure is factual and routine for senior insiders, without additional financial metrics or forward guidance in the filing.

Corporate Governance Expert

TL;DR: CEO and trustee holds significant voting control; corrected filings point to governance reporting lapses that were fixed.

The report confirms Joseph D. Burns’s roles as CEO, director and trustee with sole voting and dispositive power over trust shares, which centralizes influence. The need to amend prior Form 4 entries—correcting an omitted 1,314-share transaction and an overstated 2,500-share entry adjusted to 1,000—highlights weaknesses in initial reporting processes. While amendments remedy inaccuracies, they underscore importance of timely, accurate insider reporting for governance 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

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).

1. Name and Address of Reporting Person^*

Burns Joseph D

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

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

4. If Amendment, Date of Original Filed (Month/Day/Year)
06/18/2025

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)		1,314(2)	A	(1)	1,314	I	Joseph D. Burns & Kim A. Burns JTWROS
Common Stock	06/09/2025		C(3)		1,000(4)	A	(1)	1,798,002	I	By Joe and Kim Burns Trust(5)

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.

3. Represents shares issued to the Reporting Person upon the closing of the Issuer's initial public offering pursuant to a one-time interest payment of $10.8 million by the Issuer for interest payable in connection with notes issued to certain investors including the Reporting Person ("Interest Payment")

4. On June 18, 2025, the Reporting Person filed a Form 4 which inadvertently listed an acquisition of 2,500 shares of Issuer's common stock under the Interest Payment. In fact, the Reporting Person acquired 1,000 shares under the Interest Payment.

5. The Reporting Person is trustee of the Joe and Kim Burns Trust (the "Trust") and has sole voting and dispositive power with respect to the shares held by the Trust.

	/s/ Joseph D. Burns	09/16/2025
	** 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

What transactions does the AIRO Form 4/A disclose for Joseph D. Burns?

The amendment reports a 06/30/2025 acquisition of 1,314 shares from an amendment to a satisfaction of indebtedness and covenant agreement, and a 06/09/2025 acquisition of 1,000 shares issued as a one-time interest payment related to the issuer's IPO arrangements.

How many AIRO shares does Joseph D. Burns beneficially own after these transactions?

The filing reports beneficial ownership of 1,798,002 shares following the reported transactions, held directly and indirectly through the Joe and Kim Burns Trust.

Why was this Form 4 amended?

The amendment corrects prior filing errors: it discloses an omitted 1,314-share transaction and corrects a previously reported acquisition that was overstated as 2,500 shares to the actual 1,000 shares.

What is the nature of the 1,000-share issuance mentioned in the filing?

Those shares were issued to the reporting person upon closing of the issuer's IPO as part of a $10.8 million one-time interest payment by the issuer for interest payable on certain notes.

Does Joseph D. Burns control the shares held by the trust?

Yes. The filing states he is trustee of the Joe and Kim Burns Trust and has sole voting and dispositive power over the trust-held shares.