AIRO Group Holdings, Inc. received a Schedule 13G filing from Joseph D. Burns and the Joe and Kim Burns Trust reporting beneficial ownership of its common stock. As of a base of 31,445,644 shares outstanding on May 12, 2026, Burns reports beneficial ownership of 1,661,356 shares, or 5.3% of the common stock, including 43,120 shares over which he has sole voting and dispositive power and 1,618,236 shares over which he has shared voting and dispositive power. The Joe and Kim Burns Trust separately reports beneficial ownership of 1,618,236 shares, representing 5.2% of the class, all with shared voting and dispositive power. Both signatures are provided by Joseph D. Burns in his individual capacity and as co-trustee of the trust.
Positive
None.
Negative
None.
Key Figures
Total shares outstanding:31,445,644 sharesBurns total beneficial ownership:1,661,356 sharesBurns ownership percentage:5.3%+4 more
7 metrics
Total shares outstanding31,445,644 sharesCommon stock outstanding as of May 12, 2026
Burns total beneficial ownership1,661,356 sharesShares of AIRO common stock beneficially owned by Joseph D. Burns
Burns ownership percentage5.3%Percentage of AIRO common stock beneficially owned by Joseph D. Burns
Trust beneficial ownership1,618,236 sharesShares of AIRO common stock beneficially owned by the Joe and Kim Burns Trust
Trust ownership percentage5.2%Percentage of AIRO common stock beneficially owned by the Joe and Kim Burns Trust
Sole voting power (Burns)43,120 sharesAIRO shares over which Joseph D. Burns has sole voting and dispositive power
Shared voting power1,618,236 sharesAIRO shares over which Burns and the trust have shared voting and dispositive power
Key Terms
beneficially owned, Sole Voting Power, Shared Dispositive Power, Schedule 13G
4 terms
beneficially ownedfinancial
"sets forth the aggregate number of shares of Common Stock beneficially owned"
Beneficially owned describes securities or assets where a person has the economic rights and control—such as the right to receive dividends and to direct voting—even if legal title is held in another name. Think of it like having the keys and using a car that’s registered to someone else: you get the benefits and make decisions. Investors care because beneficial ownership reveals who truly controls value and voting power, affecting corporate decisions and takeover dynamics.
Sole Voting Powerfinancial
"5 | Sole Voting Power 43,120.00 6 | Shared Voting Power"
Sole voting power is the exclusive right to cast votes attached to a shareholder’s stock without needing approval from anyone else. Like holding the only remote control for a TV, it lets that holder decide corporate matters such as board members, mergers, and policy changes, making it important to investors because it concentrates control and can strongly influence a company’s strategy and the value of its shares.
Shared Dispositive Powerfinancial
"8 | Shared Dispositive Power 1,618,236.00"
Schedule 13Gregulatory
"Ownership of more than 5 Percent on Behalf of Another Person"
A Schedule 13G is a formal document that investors file with the government when they acquire a large ownership stake in a company, usually for investment purposes rather than control. It helps keep the public informed about who owns significant parts of a company's shares, which can influence how the company is managed and how investors make decisions. Filing this schedule is important for transparency and understanding the ownership landscape of publicly traded companies.
FAQ
What ownership stake in AIRO (AIRO) does Joseph D. Burns report on this Schedule 13G?
Joseph D. Burns reports beneficial ownership of 1,661,356 shares of AIRO common stock, representing 5.3% of the class based on 31,445,644 shares outstanding as of May 12, 2026.
How many AIRO (AIRO) shares are held through the Joe and Kim Burns Trust?
The Joe and Kim Burns Trust reports beneficial ownership of 1,618,236 shares of AIRO common stock, equal to 5.2% of the outstanding shares, all subject to shared voting and dispositive power.
What portion of AIRO (AIRO) shares does Joseph D. Burns control solely versus jointly?
Joseph D. Burns has sole voting and dispositive power over 43,120 shares of AIRO and shared voting and dispositive power over 1,618,236 shares, reflecting both individual and trust-related holdings.
On what share count is the AIRO (AIRO) ownership percentage calculation based?
The reported ownership percentages use a base of 31,445,644 AIRO common shares outstanding as of May 12, 2026, which the issuer reported in its Quarterly Report on Form 10-Q filed May 14, 2026.
Why did Joseph D. Burns and the trust file a Schedule 13G for AIRO (AIRO)?
They filed because each became a beneficial owner of more than 5% of AIRO’s common stock, triggering Schedule 13G reporting requirements for their passive ownership positions in the company.
Who signed the AIRO (AIRO) Schedule 13G and in what capacities?
The filing is signed by Joseph D. Burns in his individual capacity and again as Co-Trustee of the Joe and Kim Burns Trust, both dated August 14, 2026.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
AIRO Group Holdings, Inc.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
009422106
(CUSIP Number)
06/30/2026
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
Rule 13d-1(b)
Rule 13d-1(c)
Rule 13d-1(d)
schemaVersion:
SCHEDULE 13G
CUSIP Number(s):
009422106
1
Names of Reporting Persons
Joseph D. Burns
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
UNITED STATES
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
43,120.00
6
Shared Voting Power
1,618,236.00
7
Sole Dispositive Power
43,120.00
8
Shared Dispositive Power
1,618,236.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
1,661,356.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
5.3 %
12
Type of Reporting Person (See Instructions)
IN
SCHEDULE 13G
CUSIP Number(s):
009422106
1
Names of Reporting Persons
Joe and Kim Burns Trust
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
COLORADO
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
1,618,236.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
1,618,236.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
1,618,236.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
5.2 %
12
Type of Reporting Person (See Instructions)
OO
SCHEDULE 13G
Item 1.
(a)
Name of issuer:
AIRO Group Holdings, Inc.
(b)
Address of issuer's principal executive offices:
8444 Westpark Drive, Suite 840, McLean, VA, 22102.
Item 2.
(a)
Name of person filing:
Joseph D. Burns
Joe and Kim Burns Trust
(b)
Address or principal business office or, if none, residence:
Joseph D. Burns: 7228 Timber Lane, Falls Church, Virginia 22046
Joe and Kim Burns Trust: 11663 Pine Valley Drive, Franktown, Colorado 80116
(c)
Citizenship:
Joseph D. Burns: United States
Joe and Kim Burns Trust: Colorado
(d)
Title of class of securities:
Common Stock
(e)
CUSIP Number(s):
009422106
Item 3.
If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)
Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)
Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)
Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)
Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)
An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)
An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)
A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)
A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)
A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)
A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution:
(k)
Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.
Ownership
(a)
Amount beneficially owned:
Row 9 of each Reporting Person's cover page to this Schedule 13G sets forth the aggregate number of shares of Common Stock beneficially owned by such Reporting Person and is incorporated by reference.
(b)
Percent of class:
Row 11 of each Reporting Person's cover page to this Schedule 13G sets forth the percentage of the shares of Common Stock beneficially owned by such Reporting Person and is incorporated by reference. This percentage is calculated based on 31,445,644 shares of common stock outstanding as of May 12, 2026, as reported in the Issuer's Quarterly Report on Form 10-Q filed on May 14, 2026.
(c)
Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
Row 5 of each Reporting Person's cover page to this Schedule 13G sets forth the sole power to vote or to direct the vote of Common Stock beneficially owned by such Reporting Person and is incorporated by reference.
(ii) Shared power to vote or to direct the vote:
Row 6 of each Reporting Person's cover page to this Schedule 13G sets forth the shared power to vote or to direct the vote of Common Stock beneficially owned by such Reporting Person and is incorporated by reference.
(iii) Sole power to dispose or to direct the disposition of:
Row 7 of each Reporting Person's cover page to this Schedule 13G sets forth the sole power to dispose or to direct the disposition of Common Stock beneficially owned by such Reporting Person and is incorporated by reference.
(iv) Shared power to dispose or to direct the disposition of:
Row 8 of each Reporting Person's cover page to this Schedule 13G sets forth the shared power to dispose or to direct the disposition of Common Stock beneficially owned by such Reporting Person and is incorporated by reference.
Item 5.
Ownership of 5 Percent or Less of a Class.
Not Applicable
Item 6.
Ownership of more than 5 Percent on Behalf of Another Person.
If any other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such securities, a statement to that effect should be included in response to this item and, if such interest relates to more than 5 percent of the class, such person should be identified. A listing of the shareholders of an investment company registered under the Investment Company Act of 1940 or the beneficiaries of employee benefit plan, pension fund or endowment fund is not required.
Row 8 of each Reporting Person's cover page to this Schedule 13G sets forth the shared power to dispose or to direct the disposition of Common Stock beneficially owned by such Reporting Person and is incorporated by reference.
Item 7.
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
Not Applicable
Item 8.
Identification and Classification of Members of the Group.
Not Applicable
Item 9.
Notice of Dissolution of Group.
Not Applicable
Item 10.
Certifications:
Not Applicable
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.