📜 What This Document Is 📄

This filing is a Definitive Proxy Statement (DEF 14A) for AIRO Group Holdings, Inc. It doesn't contain financial performance data (like revenue or profit), but rather crucial governance information. 🏛️ Think of it as the company's official instruction manual for its shareholders, explaining exactly how the company is run and what decisions the shareholders will vote on at the upcoming Annual Meeting.

👉 The document serves as a formal request to shareholders to vote on elected directors and to ratify the independent accounting firm.

✈️ What AIRO Group Does 🏢

AIRO Group Holdings, Inc. is a company operating in the defense and aerospace industry. The company was initially formed in August 2021 with the purpose of acquiring and integrating various companies engaged in the aerospace defense industry. 🚀 The annual meeting is required to govern its structure and elect its leadership.

👉 AIRO's core business involves activity within the complex aerospace and defense sector, suggesting its operations are tied to major government and commercial defense contracts.

📅 Key Dates and Logistics 🗓️

This section outlines the critical timeline and logistics for shareholders who plan to participate in the annual meeting. 🗓️ It is essential to note the specific dates for record ownership and meeting attendance.

• Annual Meeting Date: The Annual Meeting of Stockholders is set for Thursday, June 4, 2026, at 9:00 a.m. Central Time.
• Record Date: The official "Record Date" is April 7, 2026. Only stockholders of record as of the close of business on this date are entitled to vote.
• Pre-Registration: Attending in person requires pre-registration by 9:00 a.m. Central Time on Wednesday, June 3, 2026.
• Voting Options: Shareholders can vote by attending in person, or they can vote remotely via proxy card, internet, or telephone, encouraging early voting to ensure the vote is counted.

🗳️ Annual Meeting Proposals 🌟

This section details the specific votes shareholders are being asked to cast at the meeting. 🎯 There are two primary proposals, one concerning corporate leadership and the other concerning financial oversight.

• Proposal No. 1: Election of Directors: Shareholders are asked to elect Gregory Winfree, Brian Nelson, and Sherrie McCandless as Class I directors. These directors will hold their positions until the company’s 2029 annual meeting.
  • The Board’s Recommendation: The Board recommends voting "FOR" all three candidates.
• Proposal No. 2: Ratification of Independent Public Accounting Firm: Shareholders are asked to ratify the selection of BPM LLP as the company’s independent registered public accounting firm for the year ending December 31, 2026.
  • The Board’s Recommendation: The Board recommends voting "FOR" this proposal.

⚖️ Governance & Committee Roles 👑

Good corporate governance requires clear rules and accountability from the company's board. 🛡️ The proxy details the structure and responsibilities of three key committees—the Audit, Compensation, and Nominating and Corporate Governance (NGC) Committees.

• Audit Committee: Its primary job is overseeing financial health and reporting. They are responsible for evaluating the independent public accounting firm and reviewing the company's financial statements, internal controls, and major financial/cybersecurity risk exposures.
• Compensation Committee: This committee reviews and determines compensation for executive officers and directors. Their responsibilities include reviewing the overall compensation strategy, assessing performance against goals, and reviewing equity incentive plans.
• Nominating and Corporate Governance Committee (NGC): This group is responsible for maintaining the board's quality. They identify, evaluate, and recommend candidates for the Board of Directors, while also developing core governance policies, such as the Code of Business Conduct and Ethics.

💰 Executive and Director Pay 💵

Transparency regarding pay is crucial for shareholder trust. 💼 This section details how much the top executives and non-employee directors are compensated.

• Named Executive Officers (NEOs): The named officers for 2025 included Captain Joseph D. Burns (CEO), John Uczekaj (President, COO), and Dr. Mariya Pylypiv (CFO).
  • In 2025, the total compensation for these three officers was $1,065,562 (Burns) + $1,242,779 (Uczekaj) + $1,045,769 (Pylypiv), totaling over $3.3 million.
  • Key Insight: The compensation structure heavily involves stock awards, such as Restricted Stock Units (RSUs), which tie executive pay to the company's long-term success.
• Director Compensation: Non-employee directors are entitled to an annual cash retainer, which was set at $100,000, along with service fees for committee participation. The Board adopted a policy in February 2026 that solidifies this structure.

🤝 Related-Party Transactions 💸

These are transactions involving directors, officers, or major shareholders, which need extra scrutiny because they could create conflicts of interest. 🔍 The most notable transaction listed is a stock repurchase.

• Stock Repurchase: In connection with the IPO in September 2025, the company agreed to repurchase a total of 978,000 shares from related parties, with an additional option for 138,312 shares.
  • The total aggregate purchase price for the shares repurchased from related parties was $10,819,246, reflecting purchases from various individuals and entities including New Generation Aerospace, LLC and the Joe and Kim Burns Trust.

📊 Ownership and Holdings 📈

Ownership data shows who holds influence within the company. 👥 This section lists the major beneficial owners—those holding over 5% of the company’s stock—as of April 7, 2026.

• Top 5% Stockholders: Dr. Chirinjeev Kathuria holds 14.6% (4,591,388 shares), followed by New Generation Aerospace, LLC at 11.6% (3,650,710 shares).
• Executive Group Ownership: All executive officers and directors as a group hold a combined 22.9% of the common stock.
• Section 16(a) Compliance: The filing disclosed that while most reporting requirements were met, certain late filings were reported by Captain Burns, Mr. Uczekaj, Dr. Kathuria, and several other directors in the preceding months.

🏗️ Audit Committee’s Review Process 🔍

The Audit Committee reports that it has thoroughly reviewed the audited financial statements for the year ended December 31, 2025. 📑 They confirmed the independent status and qualifications of the accounting firm.

• Recommendation: The Audit Committee recommended that the Company’s audited financial statements for the year ended December 31, 2025, be included in the Annual Report on Form 10-K.
• Auditor Selection: The committee is recommending BPM LLP as the independent public accounting firm for the year ending December 31, 2026.
• Audit Fees: The total audit fees billed by BPM LLP increased significantly from $1,244,071 in 2024 to $1,949,286 in 2025.

📣 Further Information & Contacts 📞

This section provides necessary details for shareholders who need to follow up on the meeting. 🧑‍💻

• Website: All proxy materials and governance guidelines are available at the Investor Relations section of the website: http://theairogroup.com.
• Contact (Corporate Secretary): For general questions, stockholders can contact the Corporate Secretary at AIRO Group Holdings, Inc., 8444 Westpark Drive, Suite 840, McLean, Virginia 22102.
• Phone: (505) 338-2434 (9:00 a.m. - 5:00 p.m. Eastern Time).

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🧠 The Analogy 💡

A proxy statement is like the guest list and seating chart for a major family meeting. Instead of simply telling you the outcomes, it lays out the agenda (what you are voting on), introduces the key family members (the directors and officers), and establishes the rules of behavior (governance policies) so that the decisions made are formal, fair, and properly recorded for future reference.

🧩 Final Takeaway 🚀

This governance filing focuses on corporate accountability, outlining the roles of the Board's committees and confirming executive compensation details. Shareholders must vote on electing directors and ratifying the auditor, ensuring the company's leadership and financial oversight remain approved.