AIRO (AIRO) director John M. Belcher receives 4,460 RSUs in equity grant

Rhea-AI Filing Summary

AIRO Group Holdings director John M. Belcher received a grant of 4,460 restricted stock units of common stock on 02/01/2026 at a price of $0 per share. These RSUs vest in full on the date of the next annual meeting, provided he remains in continuous service.

After this grant, Belcher beneficially owns 17,136 shares of AIRO common stock on a direct basis, including 898 shares issued to him on June 12, 2025 from a pro rata distribution by Sensurion Preferred Holdings, LLC. The Form 4 was filed late due to an inadvertent administrative error.

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^*

Belcher John M.

(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		10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
02/01/2026

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	02/01/2026		A		4,460(1)	A	$0	17,136(2)	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 date of the next annual meeting of the Issuer's stockholders, subject to the Reporting Person's continuous service with the Issuer through such date.

2. The total shares reported includes 898 shares issued to the Reporting Person on June 12, 2025 pursuant to a pro rata distribution from Sensurion Preferred Holdings, LLC.

Remarks:

Form is being filed late due to inadvertent administrative error.

	/s/ Joseph D. Burns	02/05/2026
	** 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.

FAQ

What insider transaction did AIRO (AIRO) report for John M. Belcher?

AIRO reported that director John M. Belcher received a grant of 4,460 restricted stock units of common stock on February 1, 2026 at a price of $0 per share. These units represent a contingent right to receive an equal number of common shares upon vesting.

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

The 4,460 restricted stock units granted to John M. Belcher will vest in full on the date of AIRO’s next annual meeting of stockholders. Vesting is conditioned on his continuous service with the company through that meeting date, tying the award directly to ongoing board service.

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

Following the February 1, 2026 transaction, John M. Belcher beneficially owns 17,136 shares of AIRO common stock on a direct basis. This total includes 898 shares previously issued to him on June 12, 2025 via a pro rata distribution from Sensurion Preferred Holdings, LLC.

What is the nature of the equity award AIRO granted to John M. Belcher?

AIRO granted John M. Belcher 4,460 restricted stock units, each representing a contingent right to receive one share of common stock. The award is structured as equity compensation for board service, with vesting tied to the next annual stockholder meeting and continued service requirements.

Why does the Form 4 for John M. Belcher’s AIRO award mention a late filing?

The Form 4 notes that it is being filed late due to an inadvertent administrative error. This indicates the reporting of the February 1, 2026 equity grant was delayed for administrative reasons, while still disclosing the full details of the restricted stock unit award and resulting ownership.