Director Elizabeth Ng granted 4,460 RSUs in AIRO Group Holdings, Inc. (AIRO)

Rhea-AI Filing Summary

AIRO Group Holdings, Inc. director Elizabeth Ng reported receiving a grant of 4,460 shares of common stock on February 1, 2026. The award is structured as restricted stock units, with each unit representing one share of common stock at a price of $0 per share.

The RSUs will vest in full on the date of the company’s next annual stockholder meeting, as long as Ng continues serving the company through that date. After this equity grant, she beneficially owns 4,460 common shares directly. The filing notes it was submitted late due to an inadvertent administrative error.

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

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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).

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^*

Ng Elizabeth

(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
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
02/01/2026

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	02/01/2026		A		4,460(1)	A	$0	4,460	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

Explanation of Responses:

1. Represents the grant of restricted stock units ("RSUs"), each of which represents a contingent right to receive one share of the Issuer's common stock. The RSUs will vest in full on the date of the next annual meeting of the Issuer's stockholders, subject to the Reporting Person's continuous service with the Issuer through such date.

Remarks:

Form is being filed late due to inadvertent administrative error.

	/s/ Joseph D. Burns, Attorney-in-Fact	02/05/2026
	** 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.

FAQ

What did AIRO (AIRO) director Elizabeth Ng report in this Form 4?

Elizabeth Ng reported receiving 4,460 restricted stock units of AIRO common stock. These RSUs were granted on February 1, 2026 at a stated price of $0 per share as part of her director equity compensation for service to the company.

How many AIRO (AIRO) shares were granted to Elizabeth Ng and at what price?

Elizabeth Ng was granted 4,460 shares of AIRO common stock in the form of restricted stock units. The Form 4 shows the transaction price as $0 per share, reflecting a stock-based compensation award rather than an open-market purchase.

When do Elizabeth Ng’s AIRO (AIRO) restricted stock units vest?

The 4,460 restricted stock units will vest in full on the date of AIRO’s next annual stockholder meeting. Vesting is conditioned on her continuous service with AIRO Group Holdings, Inc. through that meeting date, aligning the award with ongoing board service.

How many AIRO (AIRO) shares does Elizabeth Ng own after this transaction?

Following the reported grant, Elizabeth Ng beneficially owns 4,460 shares of AIRO common stock. This figure reflects the full amount of the restricted stock units awarded in the transaction, as disclosed in the beneficial ownership column of the Form 4.

Was the Form 4 for AIRO (AIRO) director Elizabeth Ng filed on time?

The Form 4 includes a remark stating it is being filed late due to an inadvertent administrative error. This language indicates the filing occurred after the standard deadline, while attributing the delay to a non-intentional administrative oversight.

What are restricted stock units (RSUs) in the context of AIRO (AIRO)?

For AIRO, the filing explains that each restricted stock unit represents a contingent right to receive one share of common stock. The units convert into actual shares only upon vesting, which for this grant occurs at the next annual stockholder meeting.