AIRO (AIRO) president’s small share sale covers RSU tax withholding

Rhea-AI Filing Summary

AIRO Group Holdings, Inc. President and COO John Uczekaj reported a small insider transaction involving company common stock. He sold 396 shares on 2026-03-12 at a weighted average price of $10.4266 per share to cover tax withholding obligations tied to the settlement of restricted stock units. After this sale, he directly owns 23,526 shares and indirectly holds 323,106 shares through the JS DM Uczekaj Family Trust, where he serves as co-trustee with voting and dispositive power.

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^*

Uczekaj John

(Last) (First) (Middle)

C/O AIRO GROUP HOLDINGS, INC.

8444 WESTPARK DRIVE SUITE 840

(Street)

MCLEAN VA 22102

(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)
03/12/2026

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	03/12/2026		S(1)		396	D	$10.4266(2)	23,526(3)	D
Common Stock								323,106	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

Explanation of Responses:

1. The shares were sold to cover tax withholding obligations associated with the settlement of restricted stock units.

2. The weighted average sales price for the transaction reported was $10.4266, and the range of prices was between $10.285 and $10.4588, inclusive. Upon request by the SEC staff, the Issuer, or any security holder of the Issuer, full information regarding the number of shares sold at each separate price will be provided.

3. The total reflects 1,769 shares that were previously reported as indirectly held by John Uczekaj and Diane M. Uczekaj, as Community Property with ROS, which shares should have been reported as directly held.

4. The Reporting Person is co-trustee of the JS DM Uczekaj Family Trust (the "Trust") and has 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	03/16/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What insider transaction did AIRO (AIRO) President and COO John Uczekaj report?

John Uczekaj reported selling 396 shares of AIRO common stock. The sale occurred on 12 March 2026 and was executed at a weighted average price of $10.4266 per share, according to the Form 4 insider filing.

Why did AIRO (AIRO) executive John Uczekaj sell 396 shares of stock?

The 396 shares were sold to cover tax withholding obligations from the settlement of restricted stock units. This makes the transaction more of a tax-related disposition than a discretionary open-market sale for portfolio or valuation reasons.

What price did John Uczekaj receive for his AIRO (AIRO) share sale?

The weighted average sales price was $10.4266 per share. The filing notes the sale price ranged between $10.285 and $10.4588, and detailed breakdowns by exact price level are available upon request from the company or SEC staff.

How many AIRO (AIRO) shares does John Uczekaj hold after this Form 4 transaction?

Following the transaction, John Uczekaj directly owns 23,526 shares of AIRO common stock. He also indirectly holds 323,106 shares through the JS DM Uczekaj Family Trust, where he has voting and dispositive power over those shares.

What does the JS DM Uczekaj Family Trust hold in AIRO (AIRO) shares?

The JS DM Uczekaj Family Trust holds 323,106 shares of AIRO common stock. John Uczekaj is a co-trustee of the trust and has both voting and dispositive power over these indirectly held shares, according to the Form 4 footnotes.

Did AIRO (AIRO) correct any prior share ownership reporting for John Uczekaj?

Yes. The total direct holdings now reflect 1,769 shares previously reported as indirectly held as community property, which should have been reported as directly held. The Form 4 footnote explains this correction to the ownership classification.