New Horizon (HOVR) awards 250,000 PSUs tied to performance

Rhea-AI Filing Summary

New Horizon Aircraft Ltd. reported that officer Lee Stewart Murray, Head of People and Strategy, acquired 250,000 performance share units (PSUs) on February 10, 2026 at a price of $0 per unit. Each PSU represents a contingent right to receive one Class A ordinary share.

Half of the PSUs vest based on market capitalization, with vesting tied to reaching up to a US$250,000,000 target market cap. The other half vest only if the company’s Nasdaq-listed shares achieve a higher total return than the Russell Microcap Index over any two-year period between the grant date and the PSUs’ December 15, 2029 expiry. Murray holds 250,000 derivative securities directly after this grant.

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^*

Lee Stewart Murray

(Last) (First) (Middle)

C/O NEW HORIZON AIRCRAFT LTD.

3187 HIGHWAY 35

(Street)

LINDSAY A6 K9V 4R1

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
New Horizon Aircraft Ltd. [ HOVR ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Head of People and Strategy

3. Date of Earliest Transaction (Month/Day/Year)
02/10/2026

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

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
Performance Share Units	(1)(2)	02/10/2026		A		250,000		(1)(2)	12/15/2029	Class A Ordinary Shares without par value	250,000	$0	250,000	D

Explanation of Responses:

1. Each performance share unit ("PSU") represents a contingent right to receive one Class A ordinary share, without par value (the "Common Shares"), of New Horizon Aircraft Ltd. (the "Company"). The PSUs vest as follows: (i) fifty percent (50%) of the PSUs shall vest based on the Company's market capitalization, such that: (A) 80% of such fifty percent (50%) portion shall vest upon the Company achieving a market capitalization equal to 80% of the target market capitalization of US$250,000,000;

2. and (B) the remaining portion shall vest proportionately on a straight-line basis as the Company's market capitalization increases from 80% to 100% of the target market capitalization, with 100% of such portion vesting upon achievement of the full target; and (ii) the remaining fifty percent (50%) of the PSUs shall vest if the Company's Common Shares, as listed on The Nasdaq Capital Market, have achieved a higher total return than the Russell Microcap Index over any two-year period commencing on the date of grant and ending on the expiry date of such PSUs.

	/s/ Stewart Murray Lee	02/12/2026
	** 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 HOVR report for Lee Stewart Murray?

Lee Stewart Murray received 250,000 performance share units from New Horizon Aircraft Ltd. on February 10, 2026. These units were granted at $0 per unit and give him a contingent right to receive Class A ordinary shares if strict performance conditions are met.

How many shares could Lee Stewart Murray receive from the HOVR PSU grant?

The grant covers 250,000 performance share units, each linked to one Class A ordinary share. If all vesting conditions are satisfied, Murray could receive 250,000 New Horizon Aircraft Ltd. shares, making this award a significant component of his performance-based compensation package.

What performance conditions govern HOVR’s 250,000 performance share units?

Half of the PSUs vest based on New Horizon’s market capitalization reaching up to a US$250,000,000 target. The remaining half vest only if the company’s Nasdaq-listed shares outperform the Russell Microcap Index over any two-year period between grant and PSU expiry.

When do the New Horizon Aircraft (HOVR) performance share units expire?

The performance share units granted to Lee Stewart Murray expire on December 15, 2029. Vesting can occur earlier if New Horizon meets the specified market capitalization milestones and relative total return tests versus the Russell Microcap Index within that grant period.

Is the HOVR PSU award to Lee Stewart Murray a direct holding?

Yes. The filing shows the 250,000 performance share units as directly owned by Lee Stewart Murray. After this grant, he beneficially owns 250,000 derivative securities, all recorded as direct ownership rather than through an intermediary entity or indirect structure.

What role does Lee Stewart Murray hold at New Horizon Aircraft (HOVR)?

Lee Stewart Murray is an officer of New Horizon Aircraft Ltd., serving as Head of People and Strategy. The Form 4 indicates his leadership position and reports this performance-based equity grant as part of his compensation and alignment with shareholder value creation.