AIRO Group's Top Executive Increases Stake Through Success Fee Conversion

Rhea-AI Filing Summary

Chirinjeev Kathuria, Executive Chairman and 10% owner of AIRO Group Holdings, reported significant insider transactions on June 16, 2025. The filing discloses two key holdings:

Through New Generation Aerospace LLC (NGA), where Kathuria serves as managing member:

• Acquired 33,995 shares of common stock through conversion of debt under an Amended Success Fee Agreement
• Now beneficially owns 4,056,344 shares indirectly through NGA
• The conversion represents approximately $1.35 million in outstanding principal

Additionally, Kathuria maintains direct ownership of 1,037,331 shares. The transaction occurred in connection with AIRO's initial public offering, with the Success Fee Agreement automatically converting to equity. The filing indicates Kathuria's substantial stake in the company through both direct holdings and his control position in NGA.

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^*

KATHURIA CHIRINJEEV

(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)
	Executive Chairman

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)		33,995	A	(1)	4,056,344	I	By New Generation Aerospace, LLC(2)
Common Stock								1,037,331	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
Amended and Restated Success Fee Agreement	(1)	06/16/2025		C(1)			33,995	(1)	(1)	Common Stock	33,995	$0	0	I	By New Generation Aerospace, LLC(2)

Explanation of Responses:

1. Represents 1,349,992.22 of the total outstanding principal owed to New Generation Aerospace, LLC ("NGA") that was due under the Amended and Restated Success Fee Agreement, which automatically converted into 33,995 shares of common stock of the Issuer in connection with the closing of the Issuer's initial public offering.

2. The Reporting Person is the managing member of NGA and may be deemed to have sole voting and dispositive power over the shares of the Issuer's common stock held by NGA. The Reporting Person disclaims beneficial ownership of the shares except to the extent of his pecuniary interest therein.

	/s/ Joseph D. Burns, Attorney-in-Fact	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 Chirinjeev Kathuria acquire on June 16, 2025?

Chirinjeev Kathuria acquired 33,995 shares of AIRO common stock on June 16, 2025, through New Generation Aerospace, LLC. These shares were received through the conversion of debt under an Amended and Restated Success Fee Agreement in connection with AIRO's initial public offering.

What positions does Chirinjeev Kathuria hold at AIRO Group Holdings?

Chirinjeev Kathuria holds multiple positions at AIRO Group Holdings: He serves as Executive Chairman, is a Director of the company, and is also a 10% Owner.

How many AIRO shares does Kathuria own directly and indirectly?

Following the reported transaction, Kathuria owns 1,037,331 shares directly (D) and 4,056,344 shares indirectly (I) through New Generation Aerospace, LLC, for a total beneficial ownership of 5,093,675 shares.

What was the nature of the conversion transaction for AIRO stock on June 16, 2025?

The transaction involved the automatic conversion of approximately 1,349,992.22 in outstanding principal owed to New Generation Aerospace, LLC under an Amended and Restated Success Fee Agreement. This debt converted into 33,995 shares of AIRO common stock as part of the company's initial public offering.