Director Brian James Nelson granted 4,460 AIRO (AIRO) restricted stock units

Rhea-AI Filing Summary

AIRO Group Holdings, Inc. director Brian James Nelson reported an equity compensation award in the form of restricted stock units. The filing shows an acquisition of 4,460 common shares at a stated price of $0.0000 per share, bringing his directly held total to 4,460 shares.

The footnote explains these are restricted stock units, each representing a contingent right to receive one share of common stock. They will vest in full on the date of the next annual meeting of stockholders, provided he continues serving the company through that date.

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^*

Nelson Brian James

(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
	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	02/23/2026
	** 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.
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FAQ

What insider transaction did AIRO (AIRO) disclose in this Form 4?

AIRO disclosed that director Brian James Nelson received an equity award of 4,460 restricted stock units. Each unit represents a right to one common share, reflecting routine director compensation rather than an open-market stock purchase or sale.

How many AIRO shares are tied to Brian James Nelson’s new award?

The award covers 4,460 restricted stock units linked to AIRO common stock. After this transaction, the Form 4 reports that Nelson holds 4,460 common shares directly, aligning with the size of the restricted stock grant disclosed.

When do Brian James Nelson’s AIRO restricted stock units vest?

The restricted stock units vest in full on the date of AIRO’s next annual meeting of stockholders. Vesting is conditioned on Nelson maintaining continuous service with the company through that meeting, as specified in the Form 4 footnote.

Was there any cash paid for the AIRO shares in this Form 4?

The Form 4 lists a transaction price of $0.0000 per share for the 4,460 units. This indicates the award was part of equity compensation, rather than shares being bought in the open market for cash consideration at a positive price.

Is Brian James Nelson’s ownership in AIRO direct or indirect after this grant?

The Form 4 states that following the transaction, 4,460 AIRO common shares are held with direct ownership. The ownership code is shown as “D,” indicating the position is recorded as directly held rather than through an intermediary entity.