| 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*
(Street)
(Country) | 2. Issuer Name and Ticker or Trading Symbol
AIRO Group Holdings, Inc. [ AIRO ] | 5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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| 2a. Foreign Trading Symbol
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| 3. Date of Earliest Transaction
(Month/Day/Year) 06/16/2025 | 6. Individual or Joint/Group Filing (Check Applicable Line)
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| 4. If Amendment, Date of Original Filed
(Month/Day/Year) 06/18/2025 |
| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 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 | ||||||
| Common Stock | 06/16/2025 | C(1) | 250(2) | A | (1) | 250 | I | By Persistent LLC(3) | ||
| Common Stock | 06/16/2025 | A(4) | 19,965(5) | A | (4) | 19,965 | D | |||
| Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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 | ||||||||
| Investor Notes | (1) | 06/16/2025 | C | 250(2) | (1) | (1) | Common Stock | 250 | $0 | 0 | I | By Persistent LLC(3) | |||
| Explanation of Responses: |
| 1. Represents shares issued to Persistent LLC upon the closing of the Issuer's initial public offering as a one-time contingent interest payment of $2,500 paid in shares of common stock pursuant to a note issued to Persistent LLC. |
| 2. On June 18, 2025, the Reporting Person filed a Form 4 which inadvertently reported that 2,500 shares were issued to the Reporting Person upon the closing of the Issuer's initial public offering as a one-time contingent interest payment of $2,500 paid in shares of common stock pursuant to a note issued to the Reporting Person. In fact, as reported in this amendment, only 250 shares were issued and such shares were issued to Persistent LLC, not to the Reporting Person. |
| 3. The Reporting Person is the sole member of Persistent LLC. |
| 4. Represents net shares issued to the Reporting Person in connection with a bonus award with a value of $300,000 pursuant to the terms of an employment agreement by and between the Issuer and the Reporting Person. |
| 5. On June 18, 2025, the Reporting Person filed a Form 4 which inadvertently reported that 30,000 shares were issued as a bonus with a value of $300,000. In fact, as reported in this amendment, only 19,965 shares were issued due to the withholding of 10,035 shares to satisfy tax withholding obligations. |
| /s/ Joseph D. Burns, Attorney-in-Fact | 05/26/2026 | |
| ** 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) | ||