AIRO insider Uczekaj reports 09/12/2025 trades; trust holds 323,106 shares

Rhea-AI Filing Summary

John Uczekaj, President and COO and a director of AIRO Group Holdings, Inc. (AIRO), reported transactions in the company’s common stock dated 09/12/2025. The Form 4 shows reported activity tied to a Stock Repurchase Agreement dated September 7, 2025. Reported entries list a 2,225-share transaction at $17.39 (resulting in 20,030 shares owned directly) and a 35,900-share transaction at $17.39 (noted as held indirectly with 323,106 shares by the JS DM Uczekaj Family Trust). The filing also reports 1,769 shares held indirectly by John and Diane M. Uczekaj as community property with right of survivorship.

Positive

• Detailed ownership disclosure: Form 4 lists direct and indirect holdings including 20,030 shares direct and 323,106 shares held by the family trust.
• Transaction pricing disclosed: Reported per-share price of $17.39 for the listed transactions.

Negative

• Insider transactions occurred: Reported transactions on 09/12/2025 include entries for 2,225 and 35,900 shares that were part of activity under a repurchase agreement.
• Limited context provided: The filing references a Stock Repurchase Agreement dated 09/07/2025 but does not detail aggregate shares sold under that agreement beyond the table entries.

Insights

Securities Analyst

TL;DR: Insider reported share transfers linked to a company repurchase agreement; substantial indirect ownership remains.

The Form 4 discloses transactions dated 09/12/2025 tied to a Stock Repurchase Agreement dated 09/07/2025. The filing lists a 2,225-share transaction at $17.39 with 20,030 shares retained directly and a 35,900-share transaction at $17.39 with 323,106 shares held indirectly by the JS DM Uczekaj Family Trust. The disclosure is clear on quantities, price, and ownership form but does not state the gross number of shares sold versus acquired beyond the table entries. For investors, the most relevant facts are the transaction dates, per-share price, and the remaining direct and indirect holdings, which are explicitly reported.

Corporate Governance Expert

TL;DR: Reporting person remains a significant beneficial owner while executing transactions under a repurchase agreement.

The filing confirms John Uczekaj’s dual role as officer and director and discloses his voting and dispositive power as co-trustee of the JS DM Uczekaj Family Trust. The Form 4 explicitly attributes 323,106 shares to the Trust and 20,030 shares to Mr. Uczekaj directly, plus 1,769 shares held with his spouse. The document includes the repurchase agreement reference and provides signature and filing dates. The disclosure meets Section 16 reporting requirements by showing ownership form and the nature of indirect beneficial ownership; no governance conflicts or additional context are included in the filing.

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).

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	09/12/2025		S		2,225(1)	D	$17.39	20,030	D
Common Stock	09/12/2025		S		35,900(1)	A	$17.39	323,106	I	By JS DM Uczekaj Family Trust(2)
Common Stock								1,769	I	By John Uczekaj and Diane M. Uczekaj, as Community Property with ROS

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 shares sold to the Issuer pursuant to that certain Stock Repurchase Agreement, dated September 7, 2025, between the Issuer and certain stockholders of Issuer.

2. 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	09/16/2025
	** 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

What transactions did AIRO insider John Uczekaj report on Form 4?

The Form 4 reports transactions dated 09/12/2025 including entries for 2,225 and 35,900 shares at $17.39, tied to a Stock Repurchase Agreement dated 09/07/2025.

How many AIRO shares does John Uczekaj beneficially own after the reported transactions?

The filing shows 20,030 shares owned directly, 323,106 shares attributed to the JS DM Uczekaj Family Trust (indirect), and 1,769 shares held as community property with right of survivorship.

What price per share is disclosed on the Form 4 for AIRO transactions?

The reported price for the listed transactions is $17.39 per share.

What is the nature of the indirect ownership reported for AIRO shares?

The filing states the Reporting Person is co-trustee with voting and dispositive power over shares held by the JS DM Uczekaj Family Trust.

Does the Form 4 explain why the transactions occurred?

The filing references a Stock Repurchase Agreement dated 09/07/2025 and states the shares represent those sold to the issuer pursuant to that agreement; no additional rationale is provided.