312,500 PSUs awarded to New Horizon (NASDAQ: HOVR) CFO

Rhea-AI Filing Summary

New Horizon Aircraft Ltd. granted its Chief Financial Officer, Brian Frederick Merker, 312,500 performance share units (PSUs) on February 10, 2026. Each PSU gives a contingent right to receive one Class A ordinary share with no par value if performance conditions are met.

Half of the PSUs vest based on New Horizon’s market capitalization, tied to a US$250,000,000 target, with vesting beginning once 80% of that target is reached and increasing on a straight-line basis up to 100%. The other half vest only if the company’s shares achieve a higher total return than the Russell Microcap Index over any two-year period between the grant date and the PSUs’ December 15, 2029 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

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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^*

Merker Brian Frederick

(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)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Financial 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		312,500		(1)(2)	12/15/2029	Class A Ordinary Shares without par value	312,500	$0	312,500	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/ Brian Frederick Merker	02/12/2026
	** Signature of Reporting Person	Date
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FAQ

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

New Horizon Aircraft reported a grant of 312,500 performance share units to its Chief Financial Officer on February 10, 2026. These units are contingent equity awards that may convert into Class A ordinary shares if specific market capitalization and relative performance targets are achieved before expiration.

How many performance share units were granted to the HOVR Chief Financial Officer?

The Chief Financial Officer received 312,500 performance share units. Each unit represents a contingent right to one Class A ordinary share, without par value, of New Horizon Aircraft Ltd. Vesting depends on the company reaching market capitalization milestones and outperforming the Russell Microcap Index over a defined two-year period.

What market capitalization target affects vesting of HOVR’s CFO performance share units?

Half of the CFO’s performance share units vest based on a target company market capitalization of US$250,000,000. Vesting begins when New Horizon reaches 80% of this target, then increases on a straight-line basis until full vesting if the company achieves the entire US$250,000,000 target level.

How does New Horizon Aircraft’s stock performance versus the Russell Microcap Index impact vesting?

Fifty percent of the granted performance share units vest only if New Horizon’s Class A shares achieve a higher total return than the Russell Microcap Index. This comparison is measured over any two-year period starting on the grant date and ending before the units’ December 15, 2029 expiration.

When do the performance share units granted to HOVR’s CFO expire?

The performance share units granted to the Chief Financial Officer expire on December 15, 2029. Any units that have not vested under the market capitalization or relative total return conditions by that date will lapse, meaning they will no longer be eligible to convert into Class A ordinary shares.

What type of security was reported in the HOVR Form 4 filing?

The filing reported derivative securities described as performance share units. Each performance share unit represents a contingent right to receive one Class A ordinary share of New Horizon Aircraft Ltd., with vesting tied to both company market capitalization goals and relative stock performance versus the Russell Microcap Index.