AIRO director receives 11,026-share RSU grant

McCandless Sherrie reported acquisition or exercise transactions in this Form 4 filing.

Rhea-AI Filing Summary

McCandless Sherrie reported acquisition or exercise transactions in this Form 4 filing.

AIRO Group Holdings, Inc. director Sherrie McCandless reported receiving an equity award of 11,026 shares of common stock on June 4, 2026, recorded at a price of $0.00 per share as a grant, not a market purchase. According to the footnote, this represents 11,026 restricted stock units (RSUs), each convertible into one share of common stock. The RSUs will vest in full on the earlier of June 4, 2027 or the date of AIRO’s next annual stockholder meeting (or immediately before that meeting if her service ends at that time). Following this grant, McCandless is shown as directly holding 15,486 shares of common stock.

Insider Trade Summary

Grant/Award: 11,026 shares

Grant/Award 1 txn

Insider McCandless Sherrie

Role Director

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

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

Footnotes (1)

1. F1. 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).

Key Figures

RSU grant size: 11,026 shares Grant price: $0.00 per share Holdings after grant: 15,486 shares +1 more

4 metrics

RSU grant size 11,026 shares Restricted stock units granted June 4, 2026

Grant price $0.00 per share Equity compensation, not open-market purchase

Holdings after grant 15,486 shares Total common stock directly held post-transaction

RSU vesting date June 4, 2027 Vests earlier of June 4, 2027 or next annual meeting

Key Terms

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

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"

annual stockholder meeting financial

"on the earlier of (i) June 4, 2027 or (ii) the date of the Issuer's next annual stockholder meeting"

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.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What did AIRO (AIRO) director Sherrie McCandless report in this Form 4?

Director Sherrie McCandless reported receiving a grant of 11,026 restricted stock units, each representing one share of AIRO common stock. The award was recorded at $0.00 per share as equity compensation rather than an open-market stock purchase.

How many AIRO (AIRO) shares does Sherrie McCandless hold after this transaction?

After the reported grant, Sherrie McCandless is shown holding 15,486 shares of AIRO common stock directly. This figure reflects the position reported immediately following the RSU award on June 4, 2026, as disclosed in the Form 4 filing.

When do the RSUs granted to AIRO (AIRO) director Sherrie McCandless vest?

The 11,026 RSUs vest in full on the earlier of June 4, 2027, or the date of AIRO’s next annual stockholder meeting. If her board service ends at that meeting, vesting occurs immediately before the meeting instead.

Are the AIRO (AIRO) shares in this Form 4 a market purchase or a grant?

The shares are reported as a grant or award, not a market purchase. The Form 4 uses transaction code “A” and a $0.00 price, indicating equity compensation in the form of restricted stock units awarded to the director.

What does each RSU in the AIRO (AIRO) grant to Sherrie McCandless represent?

Each RSU represents a contingent right to receive one share of AIRO common stock upon vesting. The units do not convert into shares until the vesting conditions are met, as defined in the award’s vesting schedule.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 06/05/2026 - 04:30 PM Learn about SEC filing dates

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^*

McCandless Sherrie

(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)