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

Rhea-AI Filing Summary

Joseph D. Burns, Chief Executive Officer, Director and 10% owner of AIRO Group Holdings, Inc. (AIRO) reported a securities transaction dated 09/12/2025 showing a sale of 179,800 shares of common stock at $17.39 per share pursuant to a Stock Repurchase Agreement dated September 7, 2025. After the reported transactions, the filing shows beneficial ownership of 1,618,202 shares held indirectly by the Joe and Kim Burns Trust, where Mr. Burns is trustee with sole voting and dispositive power. Additional reported dispositions show 29,574 shares disposed of directly and 1,314 shares held jointly with Kim A. Burns. The form is signed by Joseph D. Burns and includes an explanation that the 179,800-share sale was to the issuer under the repurchase agreement.

Positive

• Continued significant indirect ownership: 1,618,202 shares held by the Joe and Kim Burns Trust with sole voting and dispositive power by the reporting person
• Transaction disclosed under issuer repurchase agreement: sale executed pursuant to a Stock Repurchase Agreement dated September 7, 2025, providing a contractual context for the disposition

Negative

• Material disposition: sale of 179,800 shares at $17.39 reduces the reporting person's direct economic exposure
• Multiple dispositions recorded: additional reported direct disposal of 29,574 shares and joint holding of 1,314 shares indicate notable insider selling activity

Insights

Financial Analyst

TL;DR: Insider sold a meaningful block of shares to the issuer under a repurchase agreement; retained a sizeable indirect stake via a trust.

The disposal of 179,800 shares at $17.39, executed under a Stock Repurchase Agreement dated September 7, 2025, reduces the reporting person's direct holdings but leaves an aggregate reported beneficial ownership of 1,618,202 shares held indirectly through the Joe and Kim Burns Trust. The transaction is recorded as a sale to the issuer rather than an open-market sale, which affects market liquidity differently. The filing discloses clear control of trust-held shares by Mr. Burns, indicating continued influence over those shares.

Corporate Governance Expert

TL;DR: The filing documents an issuer repurchase-related disposition while confirming the reporting person retains voting and dispositive authority via a trust.

As trustee with sole voting and dispositive power over the Trust's shares, Mr. Burns maintains indirect control over 1,618,202 shares despite the disposition. The repurchase agreement mechanism is explicitly cited in the explanation, which is important for disclosure transparency. The filing also shows joint ownership (JTWROS) of a small block, and a separate direct disposition of 29,574 shares, all properly itemized on Form 4.

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).

1. Name and Address of Reporting Person^*

Burns Joseph D

(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)
	Chief Executive Officer

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		179,800(1)	D	$17.39	1,618,202	I	By Joe and Kim Burns Trust(2)
Common Stock								29,574	D
Common Stock								1,314	I	By Joseph D. Burns & Kim A. Burns JTWROS

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 trustee of the Joe and Kim Burns Trust (the "Trust") and has sole voting and dispositive power with respect to the shares held by the Trust.

	/s/ Joseph D. Burns	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

How many AIRO shares did Joseph D. Burns sell on 09/12/2025?

The filing reports a sale of 179,800 shares of AIRO common stock on 09/12/2025 at $17.39 per share.

What is Joseph D. Burns' beneficial ownership of AIRO after the reported transactions?

The filing shows 1,618,202 shares beneficially owned indirectly by the Joe and Kim Burns Trust, where Mr. Burns is trustee with sole voting and dispositive power.

Why were the 179,800 shares sold according to the Form 4?

The filing states the shares were sold to the issuer pursuant to a Stock Repurchase Agreement dated September 7, 2025.

What roles does Joseph D. Burns hold at AIRO according to the filing?

The Form 4 lists Joseph D. Burns as Chief Executive Officer, Director, and a 10% owner of AIRO.

Are there other dispositions or holdings disclosed in the Form 4?

Yes. The form also reports a direct disposition of 29,574 shares and a joint holding (JTWROS) of 1,314 shares by Joseph D. Burns & Kim A. Burns.