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New Horizon Aircraft (NASDAQ: HOVR) executive vests 103,734 PSUs

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

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.

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Insider Lee Stewart Murray
Role Head of People and Strategy
Type Security Shares Price Value
Exercise Performance Share Units 103,734 $0.00 --
Exercise Class A Ordinary Shares without par value 103,734 -- --
Tax Withholding Class A Ordinary Shares without par value 26,047 $3.68 $96K
Holdings After Transaction: Performance Share Units — 146,266 shares (Direct); Class A Ordinary Shares without par value — 269,433 shares (Direct)
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, 103,734 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.
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
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.
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FAQ

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.
SEC Form 4
FORM 4UNITED 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)
LINDSAYA6K9V 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)
Director10% Owner
XOfficer (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)
XForm 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)
CodeVAmount(A) or (D)Price
Class A Ordinary Shares without par value05/26/2026M103,734A(1)(2)269,433(3)D
Class A Ordinary Shares without par value05/26/2026F(4)26,047D$3.68243,386D
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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Performance Share Units(1)(2)05/26/2026M103,734 (1)(2)12/15/2029Class A Ordinary Shares without par value103,734$0146,266D
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 Lee07/15/2026
** Signature of Reporting PersonDate
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)