Director Winfree receives 11,026 RSUs at AIRO Group (AIRO)

Rhea-AI Filing Summary

Winfree Gregory D. reported acquisition or exercise transactions in this Form 4 filing.

AIRO Group Holdings, Inc. director Gregory D. Winfree reported receiving a grant of 11,026 shares of common stock in the form of restricted stock units (RSUs). The grant was recorded at a price of $0.0000 per share, reflecting compensation rather than an open-market purchase.

Each RSU represents a contingent right to receive one share of common stock. The RSUs will vest in full on the earlier of June 4, 2027 or the date of the company’s next annual stockholder meeting (or immediately before that meeting in certain director departure scenarios). Following this award, Winfree is shown as holding 15,486 shares directly.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider Winfree Gregory D.

Role null

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

Holdings After Transaction: Common Stock — 15,486 shares (Direct, null)

Footnotes (1)

1. [object Object]

Key Figures

RSUs granted: 11,026 shares Award price: $0.0000 per share Holdings after transaction: 15,486 shares +1 more

4 metrics

RSUs granted 11,026 shares Restricted stock unit award to director on June 4, 2026

Award price $0.0000 per share Recorded transaction price for RSU grant

Holdings after transaction 15,486 shares Total direct common stock holdings following RSU grant

RSU vesting date June 4, 2027 Latest possible full vesting date for RSUs

Key Terms

restricted stock units ("RSUs"), contingent right, vest in full

3 terms

restricted stock units ("RSUs") financial

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

Restricted stock units (RSUs) are a company promise to give an employee shares of stock (or cash equivalent) in the future, but only after certain conditions—usually staying with the company for a set time or hitting performance goals—are met. Investors watch RSUs because when they vest they increase the number of shares outstanding and can lead insiders to sell shares, affecting share price, company dilution and the true cost of employee pay.

contingent right financial

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

vest in full 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"

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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^*

Winfree Gregory D.

(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	15,486	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 Gregory D. Winfree report in this Form 4?

Director Gregory D. Winfree reported receiving a grant of 11,026 restricted stock units of AIRO common stock. These units are part of his director compensation and were awarded at a recorded price of $0.0000 per share rather than through an open-market purchase.

How many AIRO (AIRO) shares were granted to the director in this transaction?

The filing shows a grant of 11,026 restricted stock units, each tied to one AIRO common share. This award increases director Gregory D. Winfree’s reported direct holdings to a total of 15,486 shares following the transaction, according to the Form 4 data.

What are the vesting terms of the RSUs reported for AIRO (AIRO)?

The 11,026 RSUs vest in full on the earlier of June 4, 2027 or the date of AIRO’s next annual stockholder meeting. They may also vest immediately before that meeting if Gregory D. Winfree’s board service ends because he is not re-elected or does not stand for re-election.

Did the AIRO (AIRO) director buy these shares on the open market?

No, the Form 4 characterizes the transaction as a grant or award acquisition with a price of $0.0000 per share. This indicates compensation in the form of restricted stock units, not an open-market purchase of AIRO common stock by the director.

How many AIRO (AIRO) shares does the director hold after this RSU grant?

After the RSU grant, the Form 4 reports that Gregory D. Winfree holds 15,486 shares of AIRO common stock directly. This figure includes the impact of the 11,026 restricted stock units awarded in the reported transaction, as reflected in the filing.