AIRO (AIRO) CFO sells 20,078 shares to cover RSU tax withholding

Rhea-AI Filing Summary

AIRO Group Holdings, Inc. Chief Financial Officer Mariya Pylypiv reported an open-market sale of 20,078 shares of common stock on March 12, 2026 at a weighted average price of $10.2587 per share, within a range of $9.99 to $10.4716.

According to the footnotes, these shares were sold to cover tax withholding obligations tied to the settlement of restricted stock units, making this a compensation-related, mechanistic transaction rather than a discretionary sale. After the transaction, she holds 49,887 shares directly and 2,500 shares indirectly through Persistent LLC, of which she is the sole member.

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).

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^*

Pylypiv Mariya

(Last) (First) (Middle)

C/O AIRO GROUP HOLDINGS, INC.

8444 WESTPARK DRIVE SUITE 840

(Street)

MCLEAN VA 22102

(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)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Financial Officer

3. Date of Earliest Transaction (Month/Day/Year)
03/12/2026

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	03/12/2026		S(1)		20,078	D	$10.2587(2)	49,887(3)	D
Common Stock								2,500	I	By Persistent LLC(4)

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 settlement of restricted stock units.

2. The weighted average sales price for the transaction reported was $10.2587, and the range of prices was between $9.99 and $10.4716, inclusive. 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 total reflects a withholding for tax liability of 10,035 shares in connection with a bonus award reported by the Reporting Person on a Form 4 filed on June 18, 2025 (the "June 2025 Form 4") that was not previously reported. The total also reflects the reduction of 2,500 shares that were incorrectly reported as directly held by the Reporting Person on the June 2025 Form 4, which shares should have been reported as indirectly held, as now correctly reflected on this Form 4.

4. The Reporting Person is the sole member of Persistent LLC.

	/s/ Joseph D. Burns, Attorney-in-Fact	03/16/2026
	** 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).
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FAQ

What insider transaction did AIRO (AIRO) disclose for CFO Mariya Pylypiv?

AIRO disclosed that CFO Mariya Pylypiv reported selling 20,078 shares of common stock. The transaction occurred on March 12, 2026, and is described as an open-market sale used to satisfy tax withholding obligations from restricted stock unit settlement.

How many AIRO shares did the CFO sell and at what price range?

The CFO sold 20,078 AIRO common shares at a weighted average price of $10.2587. The disclosed sale price range was between $9.99 and $10.4716 per share, with detailed trade breakdowns available upon request from the company or SEC staff.

Why did AIRO CFO Mariya Pylypiv sell 20,078 shares of AIRO stock?

The filing states the shares were sold to cover tax withholding obligations from settling restricted stock units. This indicates the transaction was linked to compensation-related tax liabilities rather than a discretionary decision to reduce overall equity exposure in the company.

How many AIRO shares does the CFO hold after this reported transaction?

Following the reported sale, the CFO holds 49,887 AIRO common shares directly. She also has an additional 2,500 shares held indirectly through Persistent LLC, providing a combined position that reflects both direct and indirect ownership in the company.

What is Persistent LLC’s role in the AIRO CFO’s share ownership?

The filing explains that 2,500 AIRO shares are held indirectly through Persistent LLC. It further notes that the reporting person, CFO Mariya Pylypiv, is the sole member of Persistent LLC, clarifying the indirect nature of that portion of her holdings.

Did the AIRO filing mention any corrections to prior share reporting for the CFO?

Yes. A footnote states the totals reflect 10,035 shares withheld for tax from a June 2025 bonus award and a reclassification of 2,500 shares from direct to indirect ownership that had been incorrectly reported on the June 2025 Form 4.