New Horizon Aircraft (HOVR) COO vests PSUs, withholds shares for tax
Filing Impact
Filing Sentiment
Form Type
4
Rhea-AI Filing Summary
New Horizon Aircraft Ltd. Chief Operating Officer Jason O'Neill exercised performance share units into 103,734 Class A shares on May 26, 2026. 30,782 shares were disposed of to cover tax obligations, and the vesting was tied to market-cap and index-based performance criteria, leaving 146,266 PSUs outstanding.
Positive
- None.
Negative
- None.
Insider Trade Summary
103,734 shares exercised/converted
Mixed
3 txns
Insider
O'Neill Jason Michael
Role
Chief Operating Officer
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Exercise | Performance Share Units | 103,734 | $0.00 | -- |
| Exercise | Class A Ordinary Shares without par value | 103,734 | -- | -- |
| Tax Withholding | Class A Ordinary Shares without par value | 30,782 | $3.68 | $113K |
Holdings After Transaction:
Performance Share Units — 146,266 shares (Direct);
Class A Ordinary Shares without par value — 558,473 shares (Direct)
Footnotes (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, 103,734 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
Shares from PSU vesting: 103,734 shares
Shares withheld for taxes: 30,782 shares
Performance share units vested: 103,734 PSUs
+3 more
6 metrics
Shares from PSU vesting
103,734 shares
Class A ordinary shares acquired on 2026-05-26 via PSU exercise
Shares withheld for taxes
30,782 shares
Disposed of on 2026-05-26 to cover withholding payments to taxing authorities
Performance share units vested
103,734 PSUs
PSUs vested on 2026-05-26 based on market capitalization performance criteria
Performance share units remaining
146,266 PSUs
PSUs held after the transaction, with expiry date 2029-12-15
Target market capitalization
US$250,000,000
Target used to determine the market capitalization-based PSU vesting
Tax-withholding share price
US$3.6800 per share
Price per Class A share for the tax-withholding disposition of 30,782 shares
Key Terms
Performance Share Units, market capitalization, Russell Microcap Index, employee share purchase plan, +1 more
5 terms
market capitalization financial
"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 market
"have achieved a higher total return than the Russell Microcap Index over any two-year period"
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.
withholding payments financial
"Reflects a transaction solely to cover withholding payments to applicable taxing authorities"
FAQ
What did HOVR COO Jason O'Neill report in this insider transaction?
Jason O'Neill reported vesting and exercise of 103,734 performance share units into Class A ordinary shares on May 26, 2026. In connection with this vesting, 30,782 shares were disposed of to satisfy tax withholding obligations, while additional performance share units remain outstanding.
How are Jason O'Neill’s PSUs at New Horizon Aircraft (HOVR) structured?
The PSU award is split: 50% vests based on the company’s market capitalization relative to a US$250,000,000 target, and the remaining 50% vests if HOVR’s total shareholder return exceeds the Russell Microcap Index over any two-year period before expiry.
What role does the Russell Microcap Index play in HOVR’s PSU awards?
For half of Jason O'Neill’s PSU grant, vesting requires HOVR’s Common Shares to achieve a higher total return than the Russell Microcap Index over any two-year period between the grant date and PSU expiry, adding a relative performance hurdle.