AIRO Group COO Boosts Stake Through Debt Conversion and Management Awards

Rhea-AI Filing Summary

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.

Positive

• President/COO John Uczekaj received 52,609 shares directly and 359,006 shares indirectly through a family trust in connection with IPO, demonstrating significant insider alignment
• Conversion of $57,363.53 in debt to equity strengthens balance sheet and shows management's confidence in company's future

Negative

• None.

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
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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^*

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)
06/16/2025

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	06/16/2025		C(1)		1,300	A	(1)	1,300	D
Common Stock	06/16/2025		J(2)		51,309	A	(2)	52,609	D
Common Stock	06/16/2025		C(3)		2,500	A	(3)	359,006	I	By JS DM Uczekaj Family Trust(4)

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
Satisfaction of Indebtedness Agreement	(1)	06/16/2025		C			1,300	(1)	(1)	Common Stock	1,300	$0	0	D
Investor Notes	(3)	06/16/2025		C(3)			2,500	(3)	(3)	Common Stock	2,500	$0	0	I	By JS DM Uczekaj Family Trust(4)

Explanation of Responses:

1. Represents $57,363.53 of the total outstanding principal of this unsecured promissory note, which was automatically converted into 1,300 shares of common stock of the Issuer in connection with the closing of the Issuer's initial public offering.

2. Represents shares beneficially owned by the Reporting Person in his capacity as shareholder representative contingent upon the closing of the Issuer's initial public offering pursuant to the terms of the Issuer's 2021 Management Carveout Plan.

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.

4. The Reporting Person is the trustee of the JS DM Uczekaj Family Trust (the "Trust") and has sole voting and dispositive power with respect to the shares of the Company's common stock held by the Trust.

	/s/ Joseph D. Burns, Attorney-in-Fact	06/18/2025
	** 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.
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FAQ

How many AIRO shares did John Uczekaj acquire on June 16, 2025?

John Uczekaj acquired a total of 55,109 shares of AIRO on June 16, 2025, broken down as: 1,300 shares through conversion of an unsecured promissory note, 51,309 shares as shareholder representative under the 2021 Management Carveout Plan, and 2,500 shares through the JS DM Uczekaj Family Trust from interest payment on investor notes.

What positions does John Uczekaj hold at AIRO Group Holdings?

John Uczekaj serves in multiple roles at AIRO Group Holdings, Inc. He is both a Director and an Officer, specifically holding the position of President and COO (Chief Operating Officer).

How much debt was converted to AIRO shares in Uczekaj's June 16, 2025 transaction?

$57,363.53 of unsecured promissory note principal was automatically converted into 1,300 shares of AIRO common stock in connection with the company's initial public offering.

What is the total AIRO stock ownership of John Uczekaj's family trust after the transactions?

After the June 16, 2025 transactions, the JS DM Uczekaj Family Trust owned 359,006 shares of AIRO stock. John Uczekaj serves as trustee of the Trust with sole voting and dispositive power over these shares.

How were AIRO shares distributed under the 2021 Management Carveout Plan?

51,309 shares of AIRO were distributed to John Uczekaj in his capacity as shareholder representative, contingent upon the closing of the company's initial public offering, pursuant to the terms of the 2021 Management Carveout Plan.