New Horizon Aircraft (Nasdaq: HOVR) CEO exercises PSUs and covers 52,093-share tax bill

Rhea-AI Filing Summary

New Horizon Aircraft Ltd. chief executive Eric Brandon Robinson reported vesting and exercise of 207,468 Performance Share Units (PSUs) into Class A ordinary shares on May 26, 2026, based on market capitalization performance criteria. Of these, 52,093 shares were disposed of to cover tax withholding obligations, with no cash proceeds to him.

Robinson now holds 686,319 Class A ordinary shares directly, including shares acquired under the employee share purchase plan, and 1,372,510 shares indirectly through Robinson Family Ventures Inc., for which he disclaims beneficial ownership beyond his pecuniary interest. He also retains 292,532 PSUs expiring on December 15, 2029.

Insider Trade Summary

207,468 shares exercised/converted

Mixed 4 txns

Insider Robinson Eric Brandon

Role Chief Executive Officer

Type	Security	Shares	Price	Value
Exercise	Performance Share Units	207,468	$0.00	--
Exercise	Class A Ordinary Shares without par value	207,468	--	--
Tax Withholding	Class A Ordinary Shares without par value	52,093	$3.68	$192K
holding	Class A Ordinary Shares without par value	--	--	--

Holdings After Transaction: Performance Share Units — 292,532 shares (Direct); Class A Ordinary Shares without par value — 686,319 shares (Direct); Class A Ordinary Shares without par value — 1,372,510 shares (Indirect, Held by Robinson Family Ventures Inc.)

Footnotes (1)

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; 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, 207,468 PSUs vested based on the achievement of the applicable market capitalization performance criteria. 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. 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. The reporting person disclaims beneficial ownership of these securities, except to the extent of his pecuniary interest therein, and this report shall not be deemed an admission that the reporting person is the beneficial owner of such securities for purposes of Section 16 or any other purpose.

Key Figures

PSUs vested and exercised: 207,468 units Shares withheld for taxes: 52,093 shares Tax withholding reference price: $3.6800 per share +5 more

8 metrics

PSUs vested and exercised 207,468 units Performance Share Units vested on May 26, 2026 based on market capitalization criteria

Shares withheld for taxes 52,093 shares Class A ordinary shares disposed of to cover tax withholding obligations at $3.6800 per share

Tax withholding reference price $3.6800 per share Price used for the F-code tax-withholding disposition of 52,093 Class A shares

Direct share holdings after transactions 686,319 shares Class A ordinary shares held directly by Eric Brandon Robinson following the May 26, 2026 activity

Indirect share holdings 1,372,510 shares Class A ordinary shares held indirectly through Robinson Family Ventures Inc.

Remaining PSU balance 292,532 units Performance Share Units remaining after vesting and exercise, expiring December 15, 2029

Target market capitalization for PSU vesting US$250,000,000 PSU vesting tied to achieving up to 100% of this market capitalization target

PSU expiration date December 15, 2029 Expiration date for the Performance Share Units referenced in the derivative transaction

Key Terms

Performance Share Units, market capitalization, Russell Microcap Index, employee share purchase plan, +2 more

6 terms

Performance Share Units financial

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

"The PSUs vest as follows: fifty percent 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 financial

"the remaining fifty percent of the PSUs shall vest if the Company's Common Shares have a higher total return than the Russell Microcap Index"

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 to applicable taxing authorities financial

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

pecuniary interest financial

"The reporting person disclaims beneficial ownership of these securities, except to the extent of his pecuniary interest therein"

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

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Form 4 Insider Transactions: What Each Field Means →

Available on EDGAR 07/15/2026 - 08:48 PM Accepted by SEC EDGAR 07/15/2026 - 08:47 PM Learn about SEC filing dates

FAQ

What insider equity transactions did HOVR CEO Eric Brandon Robinson report on May 26, 2026?

Eric Brandon Robinson reported vesting and exercise of 207,468 Performance Share Units into Class A ordinary shares, plus a related tax-withholding disposition of 52,093 shares. The activity reflects PSU-based compensation vesting rather than an open-market stock purchase or sale.

How many Performance Share Units vested for New Horizon Aircraft (HOVR) CEO in this Form 4?

A total of 207,468 Performance Share Units (PSUs) vested for the CEO. The vesting was based on achieving specified market capitalization performance criteria, linked to a target market capitalization of US$250,000,000 and the company meeting the applicable performance thresholds.

How many HOVR shares were withheld for taxes, and did the CEO receive cash?

52,093 Class A ordinary shares were disposed of to cover withholding payments to taxing authorities. According to the disclosure, no cash proceeds were received by Eric Brandon Robinson from this tax-withholding disposition; it was a non-cash transaction to satisfy tax obligations.

What performance conditions govern the HOVR Performance Share Units reported in this filing?

The PSUs vest partly on market capitalization relative to a US$250,000,000 target, and partly on the company’s total return versus the Russell Microcap Index over any two-year period. On May 26, 2026, 207,468 PSUs vested based on the market capitalization condition.

What are CEO Eric Brandon Robinson’s HOVR holdings after these transactions?

After the reported transactions, Eric Brandon Robinson holds 686,319 Class A shares directly and 1,372,510 shares indirectly via Robinson Family Ventures Inc., plus 292,532 PSUs. He disclaims beneficial ownership of the indirect shares beyond his pecuniary interest in that entity.

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^*

Robinson Eric Brandon

(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)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Executive 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		207,468	A	(1)(2)	686,319(3)	D
Class A Ordinary Shares without par value	05/26/2026		F(4)		52,093	D	$3.68	634,226	D
Class A Ordinary Shares without par value								1,372,510	I	Held by Robinson Family Ventures Inc.(5)

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			207,468	(1)(2)	12/15/2029	Class A Ordinary Shares without par value	207,468	$0	292,532	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, 207,468 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.

5. The reporting person disclaims beneficial ownership of these securities, except to the extent of his pecuniary interest therein, and this report shall not be deemed an admission that the reporting person is the beneficial owner of such securities for purposes of Section 16 or any other purpose.

	/s/ Eric Brandon Robinson	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)