250,000 PSUs awarded to New Horizon (HOVR) COO Jason O’Neill

Rhea-AI Filing Summary

New Horizon Aircraft Ltd. reported that Chief Operating Officer Jason Michael O'Neill received a grant of 250,000 performance share units (PSUs) on February 10, 2026. Each PSU represents a contingent right to receive one Class A ordinary share, with the award expiring on December 15, 2029.

Half of the PSUs vest based on the company’s market capitalization relative to a US$250,000,000 target, with initial vesting starting at 80% of that target and increasing on a straight-line basis up to 100%. The other half vest if New Horizon’s Nasdaq-listed shares achieve a higher total return than the Russell Microcap Index over any two-year period between the grant date and 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

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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^*

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)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Operating 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		250,000		(1)(2)	12/15/2029	Class A Ordinary Shares without par value	250,000	$0	250,000	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/ Jason Michael O'Neill	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 in this Form 4?

New Horizon Aircraft reported a grant of 250,000 performance share units to its Chief Operating Officer. The award was made on February 10, 2026, and each unit can convert into one Class A ordinary share if specific performance conditions are met.

Who received the equity award disclosed by New Horizon Aircraft (HOVR)?

Chief Operating Officer Jason Michael O'Neill received the equity award. He was granted 250,000 performance share units, giving him a contingent right to Class A ordinary shares if market capitalization and index outperformance conditions are satisfied during the award period.

How many performance share units did the New Horizon Aircraft (HOVR) COO receive?

The Chief Operating Officer received 250,000 performance share units. After this grant, he beneficially owns 250,000 derivative securities of this type, each representing a possible future Class A ordinary share if the vesting conditions described in the award terms are achieved.

What market capitalization condition applies to the New Horizon Aircraft (HOVR) PSU grant?

Half of the PSUs vest based on market capitalization relative to a US$250,000,000 target. Vesting for this half begins when the company reaches 80% of that target, then increases proportionately on a straight-line basis until the full target is achieved.

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

The remaining half of the PSUs vest if New Horizon’s common shares deliver 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 no later than the PSU expiry date.

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

The performance share units expire on December 15, 2029. Vesting can occur only if the specified market capitalization and index outperformance conditions are met before that date, making the award performance-contingent over a multi-year timeframe for the Chief Operating Officer.