New Horizon Aircraft (HOVR) CFO settles 129,668 PSUs, 38,478 shares withheld

Rhea-AI Filing Summary

New Horizon Aircraft Ltd. Chief Financial Officer Brian Frederick Merker exercised 129,668 Performance Share Units (PSUs) into Class A ordinary shares on May 26, 2026, at $0.00 per unit. To cover taxes, 38,478 shares were disposed of at $3.68 per share, with no cash proceeds to him.

After these transactions, he holds 363,622 Class A shares directly and 182,832 PSUs. A footnote notes that 207,468 PSUs vested based on market capitalization performance criteria tied to a US$250,000,000 target.

Insider Trade Summary

129,668 shares exercised/converted

Mixed 3 txns

Insider Merker Brian Frederick

Role Chief Financial Officer

Type	Security	Shares	Price	Value
Exercise	Performance Share Units	129,668	$0.00	--
Exercise	Class A Ordinary Shares without par value	129,668	--	--
Tax Withholding	Class A Ordinary Shares without par value	38,478	$3.68	$142K

Holdings After Transaction: Performance Share Units — 182,832 shares (Direct); Class A Ordinary Shares without par value — 402,100 shares (Direct)

Footnotes (1)

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; 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. On May 26, 2026, 207,468 PSUs vested based on the achievement of the applicable market capitalization performance criteria. Includes shares acquired under the Company's employee share purchase plan since the reporting person's last Form 4 filing reporting holdings of Class A ordinary shares on October 16, 2025. Reflects a transaction solely to cover withholding payments to applicable taxing authorities. No cash proceeds were received by the reporting person in connection with the disposition of securities disclosed in this row.

Key Figures

PSUs exercised into shares: 129,668 units Shares withheld for taxes: 38,478 shares Tax withholding price: $3.68 per share +4 more

7 metrics

PSUs exercised into shares 129,668 units Performance Share Units converted into Class A ordinary shares on May 26, 2026

Shares withheld for taxes 38,478 shares Shares disposed of to cover tax withholding at $3.68 per share

Tax withholding price $3.68 per share Price used for tax-withholding disposition of 38,478 Class A shares

Direct Class A holdings after transactions 363,622 shares Class A ordinary shares held directly by Brian Merker following the reported transactions

Remaining PSUs held 182,832 units Performance Share Units reported as held after the exercise of 129,668 PSUs

PSUs vested on market-cap criteria 207,468 units PSUs that vested on May 26, 2026, based on market capitalization performance criteria

Target market capitalization US$250,000,000 Target used for PSU vesting, with vesting tied to percentages of this value

Key Terms

Performance Share Units, market capitalization, Russell Microcap Index, employee share purchase plan, +1 more

5 terms

Performance Share Units financial

"Each performance share unit ("PSU") represents a contingent right to receive one Class A ordinary share"

Performance share units are a type of company stock award given to employees that depend on the company meeting specific goals or targets. If these goals are achieved, the employee receives shares or the value of shares; if not, they may receive little or no compensation. This aligns employees’ interests with the company's success and encourages performance that benefits investors.

market capitalization financial

"The PSUs vest as follows: (i) fifty percent (50%) of the PSUs shall vest based on the Company's market capitalization"

Market capitalization is the total market value of a company’s outstanding shares, calculated by multiplying the current share price by the number of shares issued. It gives a quick snapshot of a company’s size and how investors value it, influencing perceived risk, index membership, and roughly how much it might cost to buy the whole company — like using a sticker price to compare the relative size and price of different houses.

Russell Microcap Index financial

"the remaining fifty percent (50%) of the PSUs shall vest if the Company's Common Shares ... have achieved a higher total return than the Russell Microcap Index"

A broad market index that tracks the performance of the smallest publicly traded U.S. companies by market value, the Russell Microcap Index measures how tiny, often early-stage or niche firms are doing overall. Investors use it like a thermometer: it shows the health and trends of the micro-cap segment, helps compare fund performance, and guides decisions about risk, diversification and potential for high growth or volatility.

employee share purchase plan financial

"Includes shares acquired under the Company's employee share purchase plan since the reporting person's last Form 4 filing"

A program that lets employees buy their employer’s stock, often through regular payroll deductions and sometimes at a discounted price or with matching contributions; think of it as a company-run savings plan that converts part of pay into ownership. It matters to investors because it can increase insider ownership and employee motivation, potentially affecting company performance, and can slightly change share supply when new stock is issued or sold.

withholding payments to applicable taxing authorities financial

"Reflects a transaction solely to cover withholding payments to applicable taxing authorities"

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FAQ

What transactions did New Horizon Aircraft (HOVR) CFO Brian Merker report?

CFO Brian Merker reported exercising 129,668 Performance Share Units (PSUs) into Class A ordinary shares. In a related tax-withholding transaction, 38,478 shares were disposed of at $3.68 per share to satisfy tax obligations, and he received no cash proceeds from that disposition.

How many New Horizon Aircraft (HOVR) shares does the CFO hold after these transactions?

Following the reported transactions, Brian Merker holds 363,622 Class A ordinary shares directly. He also continues to hold 182,832 PSUs, each representing a contingent right to receive one Class A share, subject to the applicable performance vesting conditions described in the footnotes.

What are Performance Share Units (PSUs) for New Horizon Aircraft (HOVR)?

Each New Horizon Aircraft PSU represents a contingent right to receive one Class A ordinary share. Vesting depends on performance: market capitalization relative to a US$250,000,000 target and total shareholder return versus the Russell Microcap Index over a specified two-year period.

Why were 38,478 New Horizon Aircraft (HOVR) shares disposed of in the CFO’s report?

The 38,478 shares were disposed of solely to cover withholding payments to taxing authorities. A footnote clarifies that this transaction was for tax withholding purposes only and that Brian Merker received no cash proceeds from the disposition of these securities.

How many New Horizon Aircraft (HOVR) PSUs vested and on what basis?

On May 26, 2026, 207,468 PSUs vested based on achieving market capitalization performance criteria. Vesting is tied to the company reaching percentages of a US$250,000,000 target market capitalization, with vesting occurring proportionately as milestones within that range are met.

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).

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)

ONTARIO, CANADA

(Country)

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

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
05/26/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

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	05/26/2026		M		129,668	A	(1)(2)	402,100(3)	D
Class A Ordinary Shares without par value	05/26/2026		F(4)		38,478	D	$3.68	363,622	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)(2)	05/26/2026		M			129,668	(1)(2)	12/15/2029	Class A Ordinary Shares without par value	129,668	$0	182,832	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").

2. 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; 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. On May 26, 2026, 207,468 PSUs vested based on the achievement of the applicable market capitalization performance criteria.

3. Includes shares acquired under the Company's employee share purchase plan since the reporting person's last Form 4 filing reporting holdings of Class A ordinary shares on October 16, 2025.

4. Reflects a transaction solely to cover withholding payments to applicable taxing authorities. No cash proceeds were received by the reporting person in connection with the disposition of securities disclosed in this row.

	/s/ Brian Frederick Merker	07/15/2026
	** 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.
* Form 4: SEC 1474 (03-26)