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New Horizon Aircraft CEO acquires 400,000 shares via PSU vest

Filing Impact
(High)
Filing Sentiment
(Negative)
Form Type
4

Rhea-AI Filing Summary

New Horizon Aircraft (HOVR): CEO and director Eric Brandon Robinson reported equity changes on a Form 4. On 09/26/2025, he acquired 400,000 Class A shares via the conversion of performance share units that vested when the company reached a market capitalization of $100,000,000. On 10/09/2025, a transaction coded “F” covered 143,275 Class A shares at $3.42. Following these transactions, he holds 467,479 Class A shares directly and 1,612,510 shares indirectly through Robinson Family Ventures Inc.

Positive

  • None.

Negative

  • None.

Insights

CEO received 400,000 shares from PSU vesting tied to a $100,000,000 market cap milestone; subsequent share withholding left 467,479 direct shares.

New Horizon Aircraft’s CEO and director reported conversion of 400,000 Performance Share Units into Class A shares on 09/26/2025 (code M). The award vested in full when the company achieved a market capitalization of $100,000,000. This represents a material equity issuance to a key insider and links payout to a specific performance trigger.

A follow-on transaction on 10/09/2025 (code F) at $3.42 reduced direct holdings, leaving 467,479 Class A shares directly owned post-transaction. In addition, 1,612,510 shares are reported as indirectly held by Robinson Family Ventures Inc., with a stated disclaimer of beneficial ownership except to the extent of pecuniary interest. The direct share increase from PSU settlement can expand the public float, while the F-code entry indicates shares were withheld at a stated price.

Key items to watch: any additional PSU tranches or performance awards with similar triggers, future filings that clarify changes in direct versus indirect holdings, and any subsequent equity movements around or after 10/14/2025 (filing date). The vesting condition confirms a reached milestone; monitoring later quarters for further share-based settlements provides clarity on share count dynamics.

Insider Robinson Eric Brandon
Role Chief Executive Officer
Type Security Shares Price Value
Tax Withholding Class A Ordinary Shares, without par value 143,275 $3.42 $490K
Exercise Performance Share Units 400,000 $0.00 --
Exercise Class A Ordinary Shares, without par value 400,000 $0.00 --
holding Class A Ordinary Shares, without par value -- -- --
Holdings After Transaction: Class A Ordinary Shares, without par value — 467,479 shares (Direct); Performance Share Units — 0 shares (Direct); Class A Ordinary Shares, without par value — 1,612,510 shares (Indirect, Held by Robinson Family Ventures Inc.)
Footnotes (1)
  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. 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.
Form 4 Insider Transactions: What Each Field Means →
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).
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)
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)
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 400,000 A (1) 619,754 D
Class A Ordinary Shares, without par value 10/09/2025 F 143,275 D $3.42 467,479 D
Class A Ordinary Shares, without par value 1,612,510 I Held by Robinson Family Ventures Inc.(2)
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 400,000 (1) 12/15/2028 Class A Ordinary Shares, without par value 400,000 $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.
2. 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 10/14/2025
** 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.

Source: View Original Filing on SEC EDGAR

FAQ

Who filed the Form 4 for HOVR?

Eric Brandon Robinson, the Chief Executive Officer and a director of New Horizon Aircraft Ltd., filed the Form 4.

What shares did the HOVR CEO acquire on 09/26/2025?

He acquired 400,000 Class A shares upon conversion of performance share units.

What triggered the vesting of the performance share units?

They vested in full when the company achieved a $100,000,000 market capitalization.

What occurred on 10/09/2025 and at what price?

A transaction coded F covered 143,275 Class A shares at $3.42.

How many HOVR shares does the CEO own directly after the transactions?

He beneficially owns 467,479 Class A shares directly.

Does the CEO have indirect ownership in HOVR?

Yes. He has 1,612,510 Class A shares indirectly, held by Robinson Family Ventures Inc.

Were any derivative securities remaining after the conversion?

No. The performance share units converted into 400,000 Class A shares, leaving 0 derivative units.