[Form 4] New Horizon Aircraft Ltd. Insider Trading Activity

Rhea-AI Filing Summary

New Horizon Aircraft Ltd. (HOVR) filed a Form 4 reporting insider equity activity. COO and Director Jason Michael O’Neill acquired 217,143 Class A shares on 09/26/2025 upon conversion of performance share units after the company achieved a $100,000,000 market capitalization. On 10/09/2025, 93,334 shares were disposed at $3.42 under transaction code F. Following these transactions, O’Neill directly owns 445,407 shares.

The related derivative entry shows the performance share units converted into shares with $0 price and a remaining derivative balance of 0.

Insights

Equity compensation analyst

Routine insider equity vesting and share disposition, neutral impact.

Jason Michael O’Neill reported conversion of performance share units into 217,143 Class A shares when the company reached a $100,000,000 market capitalization on 09/26/2025. The derivative balance moved to zero after this conversion.

A subsequent transaction on 10/09/2025 shows 93,334 shares disposed at $3.42 (transaction code F). After these events, direct ownership is 445,407 shares. Actual market impact depends on trading volume and holder actions.

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).

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)

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 Operating Officer

3. Date of Earliest Transaction (Month/Day/Year)
09/26/2025

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
Class A Ordinary Shares, without par value	09/26/2025		M		217,143	A	(1)	538,741	D
Class A Ordinary Shares, without par value	10/09/2025		F		93,334	D	$3.42	445,407	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)	09/26/2025		M			217,143	(1)	12/15/2028	Class A Ordinary Shares, without par value	217,143	$0	0	D

Explanation of Responses:

1. Each performance share unit represents a contingent right to receive one Class A ordinary share, without par value, of New Horizon Aircraft Ltd. (the "Company"). The performance share units vested in full on the date the Company achieved a market capitalization of $100,000,000.

	/s/ Jason Michael O'Neill	10/14/2025
	** 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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** 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.
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FAQ

What insider transaction did HOVR report on this Form 4?

The COO and Director, Jason Michael O’Neill, acquired 217,143 Class A shares on 09/26/2025 from performance share unit conversion and later disposed of 93,334 shares at $3.42 on 10/09/2025.

What triggered the PSU vesting for HOVR?

The performance share units vested in full when the company achieved a $100,000,000 market capitalization.

How many HOVR shares does the reporting person own after the transactions?

Following the reported transactions, Jason Michael O’Neill directly owns 445,407 shares.

What was the price for the disposed HOVR shares?

The 93,334 shares were disposed at $3.42.

Did any derivative securities remain after the PSU conversion at HOVR?

No. The derivative table shows the performance share units converted with a $0 price and a remaining derivative balance of 0.

What is the role of the reporting person at HOVR?

Jason Michael O’Neill is a Director and the company’s Chief Operating Officer.