Form 4: AIRO Group Holdings Executive Chairman Converts Debt to Equity Following IPO

Chirinjeev Kathuria, Executive Chairman of AIRO Group Holdings, converted over $1.3 million in success fees owed to New Generation Aerospace, LLC into 33,995 shares of AIRO common stock in connection with the company's initial public offering.

Summary

• Chirinjeev Kathuria, Executive Chairman, Director, and 10% Owner of AIRO Group Holdings, Inc. (AIRO), reported a change in beneficial ownership.
• On June 16, 2025, 33,995 shares of AIRO common stock were acquired through a conversion.
• This conversion represents $1,349,992.22 of outstanding principal owed to New Generation Aerospace, LLC (NGA) under an Amended and Restated Success Fee Agreement.
• The conversion occurred automatically in connection with the closing of AIRO's initial public offering.
• Following the transaction, Mr. Kathuria beneficially owns 4,056,344 shares indirectly through NGA and 1,037,331 shares directly.
• Mr. Kathuria, as the managing member of NGA, is deemed to have sole voting and dispositive power over the shares held by NGA, but disclaims beneficial ownership except to the extent of his pecuniary interest.

Sentiment

Score: 6

Explanation: The conversion of a success fee agreement into common stock strengthens the company's balance sheet by reducing a liability and increases the Executive Chairman's equity stake, aligning his interests with shareholders. This was a pre-planned event tied to the IPO.

Positives

• The conversion of debt into equity strengthens the company's balance sheet by reducing liabilities.
• The transaction increases the Executive Chairman's equity stake in the company, aligning his interests with shareholders.
• The conversion was part of a pre-planned event (the company's initial public offering), indicating a structured financial arrangement.

Future Outlook

NA

Industry Context

NA

Related Party Transactions

• The transaction involves New Generation Aerospace, LLC (NGA), to which the success fee was owed. The reporting person, Chirinjeev Kathuria, is the managing member of NGA and is deemed to have control over its shares, making this a related party transaction.

Stakeholder Impact

• Shareholders: Increased insider ownership may signal confidence. The conversion of debt to equity can improve the company's financial structure.
• Creditors: The conversion reduces the company's outstanding liabilities, potentially improving its credit profile.

Key Dates

Keywords

AIRO Group Holdings, AIRO, Chirinjeev Kathuria, SEC Form 4, insider transaction, equity conversion, common stock, New Generation Aerospace, IPO, beneficial ownership, Executive Chairman