New Horizon executive exercises 103,734 PSUs

New Horizon Aircraft’s Head of People and Strategy, Lee Stewart Murray, had 103,734 Performance Share Units vest on May 26, 2026 based on market‑capitalization performance, converting into an equal number of Class A ordinary shares.

Rhea-AI Filing Summary

New Horizon Aircraft’s Head of People and Strategy, Lee Stewart Murray, had 103,734 Performance Share Units vest on May 26, 2026 based on market‑capitalization performance, converting into an equal number of Class A ordinary shares. To cover tax obligations, 26,047 shares were withheld at $3.68 per share with no cash proceeds, leaving him holding 269,433 Class A shares directly. These PSUs vest under performance hurdles tied to a US$250,000,000 market‑capitalization target and share returns versus the Russell Microcap Index.

Insider Trade Summary

103,734 shares exercised/converted

Exercise 3 txns

Insider Lee Stewart Murray

Role Head of People and Strategy

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	26,047	$3.68	$96K

Holdings After Transaction: Performance Share Units — 146,266 contracts (Direct); Class A Ordinary Shares without par value — 243,386 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

PSUs vested: 103,734 units Shares withheld for taxes: 26,047 shares Withholding price per share: $3.68 per share +4 more

7 metrics

PSUs vested 103,734 units Performance Share Units vested on May 26, 2026 based on market-cap criteria

Shares withheld for taxes 26,047 shares Class A shares disposed solely to cover tax withholding

Withholding price per share $3.68 per share Price used for tax-withholding disposition of 26,047 shares

Shares held after transactions 269,433 shares Direct Class A ordinary share holdings following May 26, 2026 transactions

Target market capitalization US$250,000,000 PSU vesting tied to achieving percentages of this market-cap target

Remaining PSUs 146,266 units Performance Share Units remaining outstanding after the reported vesting

PSU expiry date 2029-12-15 Expiration date for the Performance Share Units

Key Terms

Performance Share Units, market capitalization, total return, Russell Microcap Index

4 terms

Performance Share Units financial

"Each performance share unit 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

"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.

total return financial

"the remaining fifty percent shall vest if the Common Shares have achieved a higher total return"

Total return measures how much an investment grows over a period by combining changes in its market price with any income it pays (like dividends or interest), usually shown as a percentage. It matters to investors because it gives a complete picture of performance—similar to looking at your paycheck plus any year-end bonus rather than just the hourly wage—so you can compare investments more fairly and judge real wealth change.

Russell Microcap Index financial

"based on the Common Shares achieving 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.

FAQ

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

What insider transaction did HOVR report for Lee Stewart Murray?

New Horizon Aircraft reported that Lee Stewart Murray had 103,734 Performance Share Units vest on May 26, 2026, converting into the same number of Class A ordinary shares, with a portion withheld to satisfy tax obligations and no cash proceeds received.

How many HOVR PSUs vested and converted into shares?

On May 26, 2026, 103,734 Performance Share Units vested for Lee Stewart Murray, each representing one Class A ordinary share. This vesting was triggered by achieving specified market‑capitalization performance criteria set out in the PSU award terms.

How many HOVR shares were withheld for taxes and at what price?

To cover tax obligations, 26,047 Class A shares were disposed of at $3.68 per share. The filing states this was solely to satisfy withholding to taxing authorities and that no cash proceeds were received by Murray from this disposition.

What are Lee Stewart Murray’s HOVR share holdings after these transactions?

After the PSU vesting and tax‑withholding disposition, Lee Stewart Murray directly holds 269,433 Class A ordinary shares of New Horizon Aircraft. This figure reflects his post‑transaction ownership as reported in the Form 4’s non‑derivative transaction table.

What performance conditions govern HOVR’s Performance Share Units?

The PSUs vest in two parts: 50% based on New Horizon’s market capitalization relative to a US$250,000,000 target, and the remaining 50% based on the Common Shares achieving a higher total return than the Russell Microcap Index over any two‑year period.

How many HOVR PSUs remain outstanding for Lee Stewart Murray?

Following the vesting of 103,734 PSUs, the derivative table shows 146,266 Performance Share Units remaining. These units, expiring on December 15, 2029, are still subject to the award’s specified performance‑vesting conditions and timing.

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

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Available on EDGAR 07/15/2026 - 09:28 PM Accepted by SEC EDGAR 07/15/2026 - 09:27 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^*

Lee Stewart Murray

(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)
	Head of People and Strategy

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)	269,433(3)	D
Class A Ordinary Shares without par value	05/26/2026		F(4)		26,047	D	$3.68	243,386	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/ Stewart Murray Lee	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)