AIRO (AIRO) director receives 4,460 RSU award vesting at next annual meeting

Rhea-AI Filing Summary

AIRO Group Holdings director Sherrie McCandless received an equity grant of 4,460 restricted stock units (RSUs) on February 1, 2026. Each RSU represents a contingent right to receive one share of AIRO common stock at a price of $0 per share.

The RSUs will vest in full on the date of the next annual meeting of AIRO’s stockholders, as long as McCandless continues to serve the company through that date. Following this award, she beneficially owns 4,460 common shares directly. The company notes the Form 4 is being filed 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^*

McCandless Sherrie

(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 Sherrie McCandless report on this Form 4?

AIRO director Sherrie McCandless reported receiving 4,460 restricted stock units (RSUs) of common stock. Each RSU represents a contingent right to one AIRO share, granted at a $0 price, as part of her director compensation.

When do Sherrie McCandless’s AIRO (AIRO) RSUs vest?

The 4,460 RSUs granted to Sherrie McCandless will vest in full on the date of AIRO’s next annual meeting of stockholders. Vesting is conditioned on her continuous service with the company through that annual meeting date.

How many AIRO (AIRO) shares does Sherrie McCandless beneficially own after this grant?

After the reported grant, Sherrie McCandless beneficially owns 4,460 shares of AIRO common stock. The filing classifies this ownership as direct, meaning the shares are held in her own name rather than through an entity.

What was the transaction price for Sherrie McCandless’s AIRO (AIRO) RSU grant?

The RSU grant to Sherrie McCandless was reported at a transaction price of $0 per share. This reflects a typical equity award structure where the director receives stock units as compensation rather than purchasing shares in the open market.

Why was this AIRO (AIRO) Form 4 for Sherrie McCandless filed late?

The Form 4 includes a remark that it is being filed late due to an inadvertent administrative error. This indicates the delay was unintentional and related to administrative processes rather than any change to the underlying RSU grant terms.

What type of security was granted to AIRO (AIRO) director Sherrie McCandless?

Sherrie McCandless received restricted stock units (RSUs), each representing a contingent right to one share of AIRO common stock. The RSUs convert into actual shares only upon vesting, which is tied to the next annual stockholder meeting.