AIRO COO sells 7,230 shares to cover taxes

AIRO’s President and COO sold shares to cover RSU tax withholding while retaining substantial direct and trust holdings.

Rhea-AI Filing Summary

AIRO Group Holdings, Inc. (AIRO) reported that President and COO, director John Uczekaj sold 7,230 shares of common stock on September 2, 2026 at a weighted average price of $7.1015 per share to cover tax withholding obligations from the vesting of restricted stock units. After this sale, he held 214,342 shares directly and 323,106 shares indirectly through the JS DM Uczekaj Family Trust, where he is co-trustee with voting and dispositive power. No Rule 10b5-1 trading plan is reported for this transaction.

Insider Trade Summary

Net Seller: 7,230 shares

Net Sell 2 txns

Insider Uczekaj John

Role President and COO

Sold 7,230 shs ($51K)

Type	Security	Shares	Price	Value
Sale	Common Stock F1, F2	7,230	$7.1015	$51K
holding	Common Stock F3	--	--	--

Holdings After Transaction: Common Stock — 214,342 shares (Direct); Common Stock — 323,106 shares (Indirect, By JS DM Uczekaj Family Trust)

Footnotes (3)

1. F1. The shares were sold to cover tax withholding obligations associated with the vesting of restricted stock units.
2. F2. The weighted average sales price for the transaction reported was $7.1015 and the range of prices was between $6.89 and $7.30. 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. F3. 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.

Key Figures

Shares sold: 7,230 shares Weighted average sale price: $7.1015 per share Sale price range: $6.89–$7.30 per share +2 more

5 metrics

Shares sold 7,230 shares Sale of common stock on September 2, 2026

Weighted average sale price $7.1015 per share Sale of 7,230 shares on September 2, 2026

Sale price range $6.89–$7.30 per share Range of prices for the reported sale transaction

Direct holdings after transaction 214,342 shares Common stock held directly after September 2, 2026 sale

Indirect holdings via trust 323,106 shares Common stock held indirectly by JS DM Uczekaj Family Trust

Key Terms

restricted stock units, weighted average sales price, voting and dispositive power, tax withholding obligations

4 terms

restricted stock units financial

"tax withholding obligations associated with the vesting of restricted stock units"

Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.

weighted average sales price financial

"The weighted average sales price for the transaction reported was $7.1015"

voting and dispositive power financial

"has voting and dispositive power with respect to the shares"

tax withholding obligations financial

"sold to cover tax withholding obligations associated with the vesting"

FAQ

What insider transaction did AIRO’s President and COO report on this Form 4 for AIRO?

He reported a sale of 7,230 shares of AIRO common stock on September 2, 2026 at a weighted average price of $7.1015 per share, carried out to cover tax withholding obligations related to restricted stock unit vesting.

Why did the AIRO insider sell 7,230 shares of AIRO common stock?

The filing states the 7,230 shares were sold on September 2, 2026 to cover tax withholding obligations associated with the vesting of restricted stock units, indicating the sale was tied to equity compensation tax requirements.

What price range did the AIRO insider receive for the sold AIRO shares?

The weighted average sales price for the 7,230 shares was $7.1015 per share, with individual sale prices ranging between $6.89 and $7.30 per share, according to the Form 4 footnote.

How many AIRO shares does the insider hold directly after this Form 4 transaction?

Following the September 2, 2026 sale, the reporting person held 214,342 shares of AIRO common stock directly, as disclosed in the post-transaction holdings column on the Form 4.

Does the AIRO insider have additional indirect holdings reported on this Form 4?

Yes. The Form 4 reports 323,106 shares of AIRO common stock held indirectly by the JS DM Uczekaj Family Trust, for which the reporting person is co-trustee with voting and dispositive power over those shares.

Was the AIRO insider’s sale made under a Rule 10b5-1 trading plan?

The Form 4 indicates no Rule 10b5-1 plan is reported for this transaction, as the document-level Rule 10b5-1 checkbox is not marked as being made pursuant to such a trading plan.

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Available on EDGAR 09/04/2026 - 04:31 PM Accepted by SEC EDGAR 09/04/2026 - 04:30 PM Learn about SEC filing dates

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

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

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 VIRGINIA 22102

(City) (State) (Zip)

UNITED STATES

(Country)

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

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
09/02/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

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	09/02/2026		S(1)		7,230	D	$7.1015(2)	214,342	D
Common Stock								323,106	I	By JS DM Uczekaj Family Trust(3)

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 vesting of restricted stock units.

2. The weighted average sales price for the transaction reported was $7.1015 and the range of prices was between $6.89 and $7.30. 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 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	09/04/2026
	** 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.
* Form 4: SEC 1474 (03-26)