New Horizon Aircraft (HOVR) CEO receives 500,000 performance share units tied to targets

Rhea-AI Filing Summary

New Horizon Aircraft Ltd. granted its CEO and director Eric Brandon Robinson 500,000 performance share units (PSUs) on February 10, 2026. Each PSU represents a contingent right to receive one Class A ordinary share with no exercise price.

The PSUs expire on December 15, 2029 and vest under two performance conditions. Half of the award vests based on the company’s market capitalization relative to a US$250,000,000 target, with step vesting between 80% and 100% of that target. The other half vests only if the company’s shares deliver a higher total return than the Russell Microcap Index over any two-year period from the grant date through the PSU expiry.

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

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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)

LINSDAY 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)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Executive Officer

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		500,000		(1)(2)	12/15/2029	Class A Ordinary Shares without par value	500,000	$0	500,000	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/ Eric Brandon Robinson	02/12/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What insider transaction did New Horizon Aircraft (HOVR) report for its CEO?

New Horizon Aircraft reported a grant of 500,000 performance share units to CEO and director Eric Brandon Robinson. The award was made on February 10, 2026 and represents potential future Class A ordinary shares subject to demanding performance vesting conditions through December 15, 2029.

How many performance share units were granted in the New Horizon Aircraft (HOVR) Form 4?

The Form 4 shows a grant of 500,000 performance share units to the reporting person. Each unit is a contingent right to receive one Class A ordinary share, creating up to 500,000 shares of potential future equity if all vesting conditions are satisfied.

What are the market capitalization vesting conditions for HOVR’s CEO PSU grant?

Fifty percent of the PSUs vest based on New Horizon Aircraft’s market capitalization relative to a US$250,000,000 target. 80% of this tranche vests at 80% of the target, with the remainder vesting linearly as market capitalization increases from 80% to 100% of the target.

How does index performance affect vesting of New Horizon Aircraft (HOVR) PSUs?

The remaining fifty percent of the PSUs vest only if New Horizon Aircraft’s common shares achieve a higher total return than the Russell Microcap Index. This comparison applies over any two-year period starting on the grant date and ending by the PSU expiry date.

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

The performance share units reported in the Form 4 expire on December 15, 2029. Vesting can occur over the life of the award as market capitalization and relative total return conditions are met; unvested units at expiry would not convert into Class A ordinary shares.

Is the New Horizon Aircraft (HOVR) PSU grant to the CEO a direct holding?

Yes. The Form 4 indicates that the 500,000 performance share units are held with direct ownership. The reporting person’s beneficial ownership of derivative securities following the transaction is 500,000 PSUs, all recorded as directly owned without any stated indirect holding structure.