How is the director’s service related to vesting of the AIRO (AIRO) RSUs?

Vesting is tied to continued board service or the next annual meeting. The RSUs vest on June 4, 2027, or the next annual stockholder meeting, with vesting occurring immediately before that meeting if his service ends because he is not re-elected or not standing.

AIRO Group Holdings (NASDAQ: AIRO) director granted 11,026 RSUs

Filing Impact

(Neutral)

Filing Sentiment

(Neutral)

Form Type

Rhea-AI Filing Summary

Nelson Brian James reported acquisition or exercise transactions in this Form 4 filing.

AIRO Group Holdings, Inc. director Brian James Nelson received a grant of 11,026 restricted stock units, each representing a contingent right to one share of common stock. The award was granted at no cash cost and increased his direct holdings to 15,486 shares.

The RSUs will vest in full on the earlier of June 4, 2027, or the date of the company’s next annual stockholder meeting, with vesting instead occurring immediately before that meeting if his service as a director ends because he is not re-elected or does not stand for re-election.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider Nelson Brian James

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)

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Key Figures

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

4 metrics

RSUs granted 11,026 units Restricted stock units granted to director on June 4, 2026

Grant price $0.0000 per share Stated price per share-equivalent for RSU award

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

RSU vesting date June 4, 2027 Full vesting or earlier at next annual stockholder meeting

Key Terms

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

4 terms

restricted stock units ("RSUs") financial

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

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.

vest in full financial

"The RSUs will vest in full on the earlier of (i) June 4, 2027 or (ii) the date"

annual stockholder meeting financial

"or (ii) the date of the Issuer's next annual stockholder meeting (or the date immediately prior"

An annual stockholder meeting is a yearly gathering where a company's owners (shareholders) receive updates on performance, vote on key issues like board members, executive pay and major corporate plans, and ask questions of management. Think of it as a company town hall where choices about oversight and direction are decided; outcomes can affect management accountability, corporate strategy and ultimately the value and risks of investors’ shares.

contingent right financial

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

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Form 4 Insider Transactions: What Each Field Means →

06/05/2026 - 04:30 PM

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^*

Nelson Brian James

(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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

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)

Source: View Original Filing on SEC EDGAR

FAQ

What did AIRO (AIRO) director Brian James Nelson report in this Form 4?

Brian James Nelson reported receiving 11,026 restricted stock units, each convertible into one share of AIRO common stock. This equity award was granted at no cash cost and increases his direct holdings to 15,486 shares after the transaction.

How many AIRO (AIRO) shares does Brian James Nelson hold after this grant?

After the grant, Brian James Nelson directly holds 15,486 shares or share-equivalents of AIRO common stock. This total includes the 11,026 restricted stock units awarded in the reported transaction, each representing a contingent right to one AIRO share upon vesting.

What are the vesting terms of the 11,026 AIRO (AIRO) restricted stock units?

The 11,026 restricted stock units vest in full on the earlier of June 4, 2027, or the date of AIRO’s next annual stockholder meeting. If Nelson is not re-elected or does not stand for re-election, vesting occurs immediately before that meeting instead.

Was Brian James Nelson’s AIRO (AIRO) Form 4 a market purchase or a compensation grant?

The Form 4 reflects a compensation grant, not a market purchase. Nelson received 11,026 restricted stock units at a stated price of $0.0000 per share, indicating an award or other acquisition of equity rather than an open-market buy transaction.

Does the AIRO (AIRO) Form 4 indicate any stock sales by Brian James Nelson?

The Form 4 does not show any stock sales by Brian James Nelson. It reports only an acquisition of 11,026 restricted stock units as a grant or award, increasing his total direct holdings to 15,486 shares following the transaction.