AIRO Group Holdings, Inc. (AIRO) grants director 11,026 RSUs

Rhea-AI Filing Summary

Belcher John M. reported acquisition or exercise transactions in this Form 4 filing.

AIRO Group Holdings, Inc. director John M. Belcher received a grant of 11,026 restricted stock units, each representing one share of common stock at no cost. These RSUs vest in full on the earlier of June 4, 2027 or the company’s next annual stockholder meeting. Following this equity award, Belcher holds 28,162 shares of common stock directly, reflecting routine director compensation rather than an open‑market purchase.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider Belcher John M.

Role null

Type	Security	Shares	Price	Value
Grant/Award	Common Stock	11,026	$0.00	--

Holdings After Transaction: Common Stock — 28,162 shares (Direct, null)

Footnotes (1)

1. [object Object]

Key Figures

RSU grant: 11,026 units Grant price: $0.0000 per share Holdings after transaction: 28,162 shares +1 more

4 metrics

RSU grant 11,026 units Director equity award on June 4, 2026

Grant price $0.0000 per share RSU award exercise/settlement price

Holdings after transaction 28,162 shares Common stock held directly after RSU grant

Vesting date reference June 4, 2027 Latest possible full vesting date for RSUs

Key Terms

restricted stock units, contingent right, annual stockholder meeting, vest

4 terms

restricted stock units financial

"Represents the grant of restricted stock units ("RSUs"), each of which represents a contingent right to receive one share"

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.

contingent right financial

"each of which represents a contingent right to receive one share of the Issuer's common stock"

annual stockholder meeting financial

"will vest in full on the earlier of (i) June 4, 2027 or (ii) the date of the Issuer's next annual stockholder meeting"

An annual stockholder meeting is a yearly gathering where a company's owners (shareholders) receive updates on performance, vote on key issues like board members, executive pay and major corporate plans, and ask questions of management. Think of it as a company town hall where choices about oversight and direction are decided; outcomes can affect management accountability, corporate strategy and ultimately the value and risks of investors’ shares.

vest financial

"The RSUs will vest in full on the earlier of (i) June 4, 2027 or (ii) the date of the Issuer's next annual stockholder meeting"

A vest is the process by which an employee earns the right to receive certain benefits or ownership interests, such as stock or retirement funds, over time. It’s similar to earning a reward gradually, ensuring that the benefit becomes fully yours only after a set period or meeting specific conditions. This makes it important for investors because it determines when they can actually claim or use those benefits.

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Form 4 Insider Transactions: What Each Field Means →

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^*

Belcher John M.

(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
	Officer (give title below)		Other (specify below)

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
06/04/2026

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	06/04/2026		A		11,026(1)	A	$0	28,162	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 earlier of (i) June 4, 2027 or (ii) the date of the Issuer's next annual stockholder meeting (or the date immediately prior to the Issuer's next annual stockholder meeting if the Reporting Person's service as a director ends at such meeting due to the Reporting Person's failure to be re-elected or the Reporting Person not standing for re-election).

	/s/ Joseph D. Burns, Attorney-in-Fact	06/05/2026
	** 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.
* Form 4: SEC 1474 (03-26)

FAQ

What did AIRO (AIRO) director John M. Belcher receive in this Form 4?

John M. Belcher received 11,026 restricted stock units from AIRO Group Holdings, Inc. Each RSU represents a contingent right to one share of common stock as part of his director compensation.

When do John M. Belcher’s AIRO restricted stock units vest?

The 11,026 restricted stock units vest in full on the earlier of June 4, 2027 or the date of AIRO’s next annual stockholder meeting, subject to his continued board service and re-election outcomes.

Is Belcher’s AIRO Form 4 transaction a market purchase or sale?

The Form 4 reflects a grant of restricted stock units, not a market purchase or sale. The reported transaction is compensation-related equity awarded at a price of $0.0000 per share.

How many AIRO shares does John M. Belcher hold after this grant?

After the RSU grant, John M. Belcher is reported as holding 28,162 shares of AIRO common stock directly. This figure reflects his position following the award disclosed in the Form 4 filing.

What conditions could affect vesting of Belcher’s AIRO RSUs?

The RSUs vest on June 4, 2027 or the next annual stockholder meeting date, whichever comes first. If Belcher is not re-elected or does not stand for re-election, vesting occurs immediately before that meeting.