AIRO Group CEO Burns Strengthens Position with $1.3M Stock Acquisition

Rhea-AI Filing Summary

Joseph D. Burns, Chief Executive Officer, Director, and 10% Owner of AIRO Group Holdings, reported multiple securities transactions on June 16, 2025. The transactions involved the conversion of promissory notes into common stock coinciding with the company's IPO:

• Conversion of $656,476 Agile Defense Promissory Note into 14,877 common shares
• Conversion of $648,492 AIRO Drone Promissory Note into 14,697 common shares
• Receipt of 2,500 shares through the Joe and Kim Burns Trust as interest payment related to investor notes, part of a larger $10.8 million interest payment

Following these transactions, Burns directly owns 29,574 shares and indirectly controls 1,799,502 shares through the Joe and Kim Burns Trust, where he serves as trustee with sole voting and dispositive power. These conversions were triggered automatically by the company's IPO completion.

Positive

• CEO Joseph Burns received 32,074 shares (worth approximately $1.3M based on note conversions) through automatic conversion of promissory notes during IPO, aligning management interests with shareholders
• CEO maintains significant ownership through the Joe and Kim Burns Trust with 1,799,502 shares, demonstrating substantial skin in the game and long-term commitment

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

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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^*

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)
06/16/2025

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)		14,877	A	(1)	14,877	D
Common Stock	06/16/2025		C(2)		14,697	A	(2)	29,574	D
Common Stock	06/16/2025		C(3)		2,500	A	(3)	1,799,502	I	By Joe and Kim Burns 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
Agile Defense Promissory Note Termination Agreement	(1)	06/16/2025		C(1)			14,877	(1)	(1)	Common Stock	14,877	$0	0	D
AIRO Drone Promissory Note Termination Agreement	(2)	06/16/2025		C(2)			14,697	(2)	(2)	Common Stock	14,697	$0	0	D
Investor Notes	(3)	06/16/2025		C(3)			2,500	(3)	(3)	Common Stock	2,500	$0	0	I(4)	By Joe and Kim Burns Trust(4)

Explanation of Responses:

1. Represents $656,476 of the total outstanding principal of this unsecured promissory note, which was automatically converted into 14,877 shares of common stock of the Issuer in connection with the closing of the Issuer's initial public offering.

2. Represents $648,492 of the total outstanding principal of this unsecured promissory note, which was automatically converted into 14,697 shares of common stock of the Issuer in connection with the closing of the Issuer's initial public offering.

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 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	06/18/2025
	** 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

How many AIRO shares did CEO Joseph Burns acquire in June 2025?

CEO Joseph Burns acquired a total of 32,074 shares of AIRO common stock on June 16, 2025. This includes 14,877 shares from converting an Agile Defense promissory note, 14,697 shares from converting an AIRO Drone promissory note, and 2,500 shares through the Joe and Kim Burns Trust from investor note interest payments.

What positions does Joseph Burns hold at AIRO Group Holdings?

Joseph Burns holds multiple positions at AIRO Group Holdings: he serves as Chief Executive Officer, Director, and is also a 10% Owner of the company, as indicated in the Form 4 filing.

How much debt was converted to AIRO shares by Joseph Burns?

Joseph Burns converted two unsecured promissory notes to shares: $656,476 from the Agile Defense note (converted to 14,877 shares) and $648,492 from the AIRO Drone note (converted to 14,697 shares). The conversions occurred in connection with AIRO's initial public offering.

How many AIRO shares does Joseph Burns indirectly own through the Burns Trust?

Following the reported transactions, Joseph Burns indirectly owns 1,799,502 shares through the Joe and Kim Burns Trust, where he serves as trustee with sole voting and dispositive power over the shares.

What triggered the conversion of promissory notes to AIRO common stock?

The promissory notes were automatically converted into common stock in connection with the closing of AIRO Group Holdings' initial public offering (IPO) on June 16, 2025.