[Form 4] AIRO Group Holdings, Inc. Insider Trading Activity

Rhea-AI Filing Summary

AIRO Group Holdings insider reported sales and remaining holdings. The Form 4 shows that on 09/12/2025 the reporting person executed two sales of common stock at $17.39 per share: 103,733 shares and 405,634 shares, for a total of 509,367 shares sold to the issuer under a Stock Repurchase Agreement dated September 7, 2025. After these transactions the reporting person directly beneficially owns 933,598 shares and indirectly holds 3,650,710 shares through New Generation Aerospace, LLC, of which he is the managing member. The filing notes the reporting person disclaims beneficial ownership of the NGA-held shares except to the extent of pecuniary interest.

Positive

• Substantial retained ownership: After the repurchase the reporting person still directly owns 933,598 shares and indirectly holds 3,650,710 shares through NGA, indicating continued alignment with shareholders.
• Transaction conducted under a Stock Repurchase Agreement: The sale was executed pursuant to a documented agreement dated September 7, 2025, rather than an unexplained open-market sale.

Negative

• Insider sold 509,367 shares (103,733 and 405,634) on 09/12/2025 at $17.39 per share, which represents a meaningful disposition of insider-held stock.
• Potential perception risk: Significant insider sales can be viewed negatively by market participants even when executed via a repurchase agreement.

Insights

Financial Analyst

TL;DR: Insider sold 509,367 shares at $17.39 but retains significant direct and indirect stakes, producing mixed signals for investors.

The disposition reflects a structured repurchase rather than open-market selling, which can be liquidity- or governance-driven. The reported price of $17.39 establishes a concrete valuation for the repurchase transaction. Remaining direct ownership of 933,598 shares plus indirect ownership of 3,650,710 shares implies continued substantial economic exposure to AIRO. For investors, the sale reduces insider share count but does not eliminate control or meaningful alignment given the large post-transaction holdings.

Corporate Governance Expert

TL;DR: Transaction executed under a Stock Repurchase Agreement, not necessarily a signal of reduced insider confidence.

The filing explicitly references a Stock Repurchase Agreement dated September 7, 2025, indicating the shares were sold back to the issuer as part of a contractual program. Such repurchases can be used for capital structure management, settlement of equity plans, or liquidity for shareholders. The reporting person remains the managing member of NGA and may retain voting and dispositive power over the indirect stake, though he disclaims beneficial ownership beyond pecuniary interest. This maintains governance influence despite the repurchase.

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
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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^*

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)
09/12/2025

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		103,733(1)	D	$17.39	933,598	D
Common Stock	09/12/2025		S		405,634(1)	D	$17.39	3,650,710	I	By New Generation Aerospace, LLC(2)

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 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	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.
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.

FAQ

What did the AIRO (AIRO) Form 4 report on 09/12/2025?

The Form 4 reports two sales totaling 509,367 common shares at $17.39 per share executed on 09/12/2025 under a Stock Repurchase Agreement dated September 7, 2025.

How many AIRO shares does the reporting person own after the transaction?

After the reported transactions the reporting person directly owns 933,598 shares and indirectly holds 3,650,710 shares through New Generation Aerospace, LLC.

Was the sale an open-market transaction or part of a repurchase?

The filing states the shares were sold to the issuer pursuant to a Stock Repurchase Agreement, not an open-market sale.

What is the reporting person’s relationship to AIRO?

The reporting person is listed as Executive Chairman, a Director, and a 10% owner and is the managing member of New Generation Aerospace, LLC.

Does the reporting person claim beneficial ownership of the NGA-held shares?

The filing states the reporting person may be deemed to have sole voting and dispositive power over NGA-held shares but disclaims beneficial ownership except to the extent of his pecuniary interest.