New Horizon Aircraft COO exercises performance units

New Horizon Aircraft Ltd. Chief Operating Officer Jason O'Neill exercised performance share units into 103,734 Class A shares on May 26, 2026.

Rhea-AI Filing Summary

New Horizon Aircraft Ltd. Chief Operating Officer Jason O'Neill exercised performance share units into 103,734 Class A shares on May 26, 2026. 30,782 shares were disposed of to cover tax obligations, and the vesting was tied to market-cap and index-based performance criteria, leaving 146,266 PSUs outstanding.

Insider Trade Summary

103,734 shares exercised/converted

Exercise 3 txns

Insider O'Neill Jason Michael

Role Chief Operating Officer

Type	Security	Shares	Price	Value
Exercise	Performance Share Units F1, F2	103,734	$0.00	$0.00
Exercise	Class A Ordinary Shares without par value F1, F2, F3	103,734	--	--
Tax Withholding	Class A Ordinary Shares without par value F4	30,782	$3.68	$113K

Holdings After Transaction: Performance Share Units — 146,266 contracts (Direct); Class A Ordinary Shares without par value — 527,691 shares (Direct)

Footnotes (4)

1. F1. 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").
2. F2. 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; 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. On May 26, 2026, 103,734 PSUs vested based on the achievement of the applicable market capitalization performance criteria.
3. F3. Includes shares acquired under the Company's employee share purchase plan since the reporting person's last Form 4 filing reporting holdings of Class A ordinary shares on October 16, 2025.
4. F4. Reflects a transaction solely to cover withholding payments to applicable taxing authorities. No cash proceeds were received by the reporting person in connection with the disposition of securities disclosed in this row.

Key Figures

Shares from PSU vesting: 103,734 shares Shares withheld for taxes: 30,782 shares Performance share units vested: 103,734 PSUs +3 more

6 metrics

Shares from PSU vesting 103,734 shares Class A ordinary shares acquired on 2026-05-26 via PSU exercise

Shares withheld for taxes 30,782 shares Disposed of on 2026-05-26 to cover withholding payments to taxing authorities

Performance share units vested 103,734 PSUs PSUs vested on 2026-05-26 based on market capitalization performance criteria

Performance share units remaining 146,266 PSUs PSUs held after the transaction, with expiry date 2029-12-15

Target market capitalization US$250,000,000 Target used to determine the market capitalization-based PSU vesting

Tax-withholding share price US$3.6800 per share Price per Class A share for the tax-withholding disposition of 30,782 shares

Key Terms

Performance Share Units, market capitalization, Russell Microcap Index, employee share purchase plan, +1 more

5 terms

Performance Share Units financial

"Each performance share unit ("PSU") represents a contingent right to receive one share"

Performance share units are a type of company stock award given to employees that depend on the company meeting specific goals or targets. If these goals are achieved, the employee receives shares or the value of shares; if not, they may receive little or no compensation. This aligns employees’ interests with the company's success and encourages performance that benefits investors.

market capitalization financial

"fifty percent (50%) of the PSUs shall vest based on the Company's market capitalization"

Market capitalization is the total market value of a company’s outstanding shares, calculated by multiplying the current share price by the number of shares issued. It gives a quick snapshot of a company’s size and how investors value it, influencing perceived risk, index membership, and roughly how much it might cost to buy the whole company — like using a sticker price to compare the relative size and price of different houses.

Russell Microcap Index market

"have achieved a higher total return than the Russell Microcap Index over any two-year period"

A broad market index that tracks the performance of the smallest publicly traded U.S. companies by market value, the Russell Microcap Index measures how tiny, often early-stage or niche firms are doing overall. Investors use it like a thermometer: it shows the health and trends of the micro-cap segment, helps compare fund performance, and guides decisions about risk, diversification and potential for high growth or volatility.

employee share purchase plan financial

"Includes shares acquired under the Company's employee share purchase plan since the reporting person's last Form 4"

A program that lets employees buy their employer’s stock, often through regular payroll deductions and sometimes at a discounted price or with matching contributions; think of it as a company-run savings plan that converts part of pay into ownership. It matters to investors because it can increase insider ownership and employee motivation, potentially affecting company performance, and can slightly change share supply when new stock is issued or sold.

withholding payments financial

"Reflects a transaction solely to cover withholding payments to applicable taxing authorities"

FAQ

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

What did HOVR COO Jason O'Neill report in this insider transaction?

Jason O'Neill reported vesting and exercise of 103,734 performance share units into Class A ordinary shares on May 26, 2026. In connection with this vesting, 30,782 shares were disposed of to satisfy tax withholding obligations, while additional performance share units remain outstanding.

How many performance share units vested for HOVR's COO, and on what basis?

On May 26, 2026, 103,734 performance share units (PSUs) vested for Jason O'Neill. The vesting was triggered by achieving specified market capitalization performance criteria tied to a target market capitalization of US$250,000,000, as described in the PSU award terms.

How are Jason O'Neill’s PSUs at New Horizon Aircraft (HOVR) structured?

The PSU award is split: 50% vests based on the company’s market capitalization relative to a US$250,000,000 target, and the remaining 50% vests if HOVR’s total shareholder return exceeds the Russell Microcap Index over any two-year period before expiry.

Did Jason O'Neill actually sell HOVR shares in the open market?

The disposition of 30,782 Class A shares was solely to cover withholding payments to taxing authorities. A footnote states that no cash proceeds were received by Jason O'Neill, indicating this was not an open-market sale but a tax-related share withholding.

How many performance share units remain outstanding for HOVR's COO after this vesting?

After the May 26, 2026 transaction, Jason O'Neill has 146,266 performance share units reported as remaining. These PSUs continue to be subject to their original performance conditions and carry an expiry date of 2029-12-15 under the award terms.

What role does the Russell Microcap Index play in HOVR’s PSU awards?

For half of Jason O'Neill’s PSU grant, vesting requires HOVR’s Common Shares to achieve a higher total return than the Russell Microcap Index over any two-year period between the grant date and PSU expiry, adding a relative performance hurdle.

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

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Accepted by SEC EDGAR 07/15/2026 - 09:08 PM EDT 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^*

O'Neill Jason Michael

(Last) (First) (Middle)

C/O NEW HORIZON AIRCRAFT LTD.

3187 HIGHWAY 35

(Street)

LINDSAY A6 K9V 4R1

(City) (State) (Zip)

ONTARIO, CANADA

(Country)

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)
	Chief Operating Officer

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
05/26/2026

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
Class A Ordinary Shares without par value	05/26/2026		M		103,734	A	(1)(2)	558,473(3)	D
Class A Ordinary Shares without par value	05/26/2026		F(4)		30,782	D	$3.68	527,691	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
Performance Share Units	(1)(2)	05/26/2026		M			103,734	(1)(2)	12/15/2029	Class A Ordinary Shares without par value	103,734	$0	146,266	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").

2. 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; 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. On May 26, 2026, 103,734 PSUs vested based on the achievement of the applicable market capitalization performance criteria.

3. Includes shares acquired under the Company's employee share purchase plan since the reporting person's last Form 4 filing reporting holdings of Class A ordinary shares on October 16, 2025.

4. Reflects a transaction solely to cover withholding payments to applicable taxing authorities. No cash proceeds were received by the reporting person in connection with the disposition of securities disclosed in this row.

	/s/ Jason Michael O'Neill	07/15/2026
	** 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)