Insider Sale via Repurchase Agreement Reduces AIRO Holdings to 3.65M

Rhea-AI Filing Summary

New Generation Aerospace, LLC, identified as a director and 10% owner, reported a sale of 405,634 shares of AIRO Group Holdings common stock on 09/12/2025 at a price of $17.39 per share. After the transaction, the reporting person beneficially owned 3,650,710 shares, held directly. The Form 4 explains the shares were sold to the issuer under a Stock Repurchase Agreement dated September 7, 2025. The filing documents the insider disposition but does not include additional context such as reasons for the repurchase beyond the agreement text or any impact on outstanding share count.

Positive

• Transaction disclosed transparently with quantity, price, mechanism, and post-transaction ownership stated
• Use of Stock Repurchase Agreement implies a structured issuer-initiated repurchase rather than opaque open-market insider selling

Negative

• No information on aggregate repurchase program size or effect on total outstanding shares is provided
• Filing lacks rationale or board authorization details that would clarify governance and potential conflicts

Insights

Securities Analyst

TL;DR: Insider sold 405,634 shares back to AIRO under a repurchase agreement, reducing direct holdings to 3.65M shares.

The transaction is a non-derivative disposition executed via a Stock Repurchase Agreement, indicating a voluntary buyback from this particular holder rather than open-market sales. The sale price of $17.39 per share is disclosed, and the remaining direct beneficial ownership is material given the reporting person is a 10% owner. This is a clear, traceable insider liquidity event but the filing contains no information on the total repurchase program size or effect on shares outstanding, limiting assessment of market or valuation impact.

Corporate Governance Expert

TL;DR: Director and 10% owner participated in an issuer-initiated repurchase; governance disclosure requirements appear satisfied.

The Form 4 properly reports an insider disposition and cites a dated Stock Repurchase Agreement as the mechanism. Reporting shows direct ownership post-transaction and includes the manager's signature, meeting Section 16 disclosure norms. There is no allegation of improper timing or omitted related-party detail in the filing itself, but investors lack supplemental information on authorization, board approval specifics, or program scope that would clarify governance implications.

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^*

New Generation Aerospace, LLC

(Last) (First) (Middle)

19W060 AVENUE LATOUR

(Street)

OAK BROOK IL 60523

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

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		405,634(1)	D	$17.39	3,650,710	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 shares sold to the Issuer pursuant to that certain Stock Repurchase Agreement, dated September 7, 2025, between the Issuer and certain stockholders of Issuer.

	New Generation Aerospace, LLC By: Chirinjeev Kathuria, Managing Member /s/ Chirinjeev Kathuria	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).
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FAQ

What transaction did New Generation Aerospace, LLC report on AIRO's Form 4?

The filing reports a sale of 405,634 shares of AIRO common stock on 09/12/2025 at $17.39 per share executed under a Stock Repurchase Agreement.

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

After the reported disposition the reporting person beneficially owns 3,650,710 shares directly.

What mechanism was used for the share disposition?

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

Does the Form 4 show the reporting person’s relationship to AIRO?

Yes; the filer is identified as a Director and a 10% owner of the issuer.

Does the filing disclose impact on total shares outstanding or repurchase program size?

No; the Form 4 specifies this transaction and the agreement date but does not disclose aggregate repurchase program size or effect on outstanding shares.