What changed in this filing

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Item 5. Other Information

2025-11-14 compared with 2025-08-13 · 38 added, 60 removed, 19 unchanged (84% of the section changed)

OTHER INFORMATION

Employment Agreements

June 16, 2025, we entered into an employment agreement with Mariya Pylypiv (the “Pylypiv Employment Agreement”).

Pylypiv Employment Agreement, Dr.

Pylypiv is entitled to base compensation of $300,000 per year.

Pylypiv was also awarded shares

of common stock with a total value of $300,000 with immediate vesting and granted Restricted Stock Units (“RSUs”) with a

total value of $500,000 with immediate vesting for her services prior to entering into the Pylypiv Employment Agreement.

is also entitled to other benefits on the same basis as those benefits are made available to our other similarly situated employees.

The foregoing summary of the Pylypiv Employment Agreement does not purport to be complete and is qualified in its entirety to the Pylypiv

Employment Agreement filed as Exhibit 10.4 to this Quarterly Report on Form 10-Q and incorporated herein by reference.

On August 11, 2025, we entered into employment agreements

with Joseph Burns (the “Burns Employment Agreement”), John Uczekaj (the “Uczekaj Employment Agreement”), and Chirinjeev

Kathuria (the “Kathuria Employment Agreement”, and together with the Burns Employment Agreement and the Uczekaj Employment

Agreement, the “Employment Agreements”).

Under the Burns Employment Agreement, Captain Burns

is entitled to base compensation of $700,000 per year and an IPO bonus of $350,000.

Under the Uczekaj Employment Agreement, Mr.

is entitled to base compensation of $500,000 per year, as well as a grant of restricted stock units with a total value of $50,000.

RSUs vest in four equal quarterly installments on the first day of each calendar quarter following the grant date, subject to Mr.

continued employment through each such vesting date.

Under the Kathuria Employment Agreement, Dr.

Kathuria is entitled to base compensation

of $400,000 per year and an IPO bonus of $100,000.

Captain Burns, Mr.

Uczekaj and Dr.

Kathuria will also be entitled to other benefits

on the same basis as those benefits are made available to our other similarly situated employees.

The foregoing summary description of

the Employment Agreements does not purport to be complete and is qualified in its entirety by reference to the full text of the Employment

Agreements, copies of which are filed as Exhibits 10.5, 10.6 and 10.7 to this Quarterly Report on Form 10-Q and are incorporated herein

by reference.

Phoenix Lease

On August 12, 2025,

we entered into a five-year lease agreement in Phoenix, Arizona (the “Phoenix Lease”) in support of its efforts to expand

footprint for advanced drone innovation.

The Company expects total rent payments to equal approximately $2.3 million over the

The foregoing summary of the Phoenix Lease does not purport to be complete and is qualified in its entirety to the Phoenix

Lease filed as Exhibit 10.8 to this Quarterly Report on Form 10-Q and incorporated herein by reference.

Incorporated by Reference

November 13, 2025, our subsidiary, AIRO Drone, LLC, and NDG entered into the JV Agreement pursuant to which AIRO Drone and NDG will form the

Pursuant to the terms of the JV Agreement, the JV will develop, manufacture, and commercialize unmanned aerial systems primarily

designed for delivering munitions, targeting U.S., NATO, and Ukrainian defense markets.

Each of the parties will contribute operational

resources and capabilities to the JV.

We will contribute business development, sales, manufacturing, engineering, and government certification

resources, as well as manufacturing facilities in the United States, while NDG will contribute intellectual property, engineering data,

operational resources, and manufacturing facilities in Ukraine.

In addition, the Company will reimburse NDG for reasonable out-of-pocket

costs incurred by NDG in obtaining NATO certification required by the JV Agreement, up to a maximum amount of $50,000 within 30 days

of the closing of the JV.

party to the JV will receive 50% of the limited liability company interests of the JV.

The JV will be governed by a five-member

board of managers, with each party appointing two directors and the acting chairman of our board of directors serving as the fifth

director and chairman of the JV.

In addition, we will reimburse NDG for reasonable out-of-pocket costs incurred by NDG in obtaining

NATO certification required by the JV Agreement, up to a maximum amount of $50,000 within 30 days of the closing of the

consummation of the JV is subject to various closing conditions, including executing certain ancillary agreements between the parties

and the JV, including intellectual property license, manufacturing, and services agreements, and obtaining any regulatory required under

applicable law or by any governmental authority.

Unless the parties agree, the JV Agreement will terminate and the JV will

not be consummated if closing does not occur by February 11, 2026.

can be no assurance that closing conditions under the JV Agreement will be satisfied or when or that the JV will be consummated on the

terms described herein or at all.

The JV involves material risks including operational challenges related to NDG’s location in Ukraine

during ongoing military conflict, complex export control and sanctions compliance requirements, and potential regulatory scrutiny regarding

foreign defense partnerships.

Amended and Restated Certificate of Incorporation of the Company.

June 16, 2025

Amended and Restated Bylaws of the Company, as currently in effect, as amended (File No.

333-285149), filed with the Commission on April 10, 2025.

June 16, 2025

AIRO Group Holdings, Inc.

2025 Equity Incentive Plan, as amended.

Forms of Stock Option Grant Notice, Option Agreement and Notice of Exercise under the AIRO Group Holdings, Inc.

2025 Equity Incentive Plan.

Forms of Restricted Stock Unit Grant Notice and Award Agreement.

Employment Agreement, dated June 16, 2025, by and between the Company and Mariya Pylypiv.

Employment Agreement, dated August 11, 2025, by and between the Company and Joseph Burns.

Employment Agreement, dated, August 11, 2025, by and between the Company and John Uczekaj.

Employment Agreement, dated August 11, 2025, by and between the Company and Chirinjeev Kathuria.

Lease Agreement between 15 North LLC, as landlord, and AIRO Group Holdings, Inc., as tenant, dated August 12, 2025.

Deed of Lease, dated October 14, 2025, between Westpark Corporate Center, L.L.C.

and AIRO Group Holdings, Inc.

Certification of Chief Executive Officer pursuant to Rule 13a-14(a) and Rule 15d-14(a) of the Securities Exchange Act of 1934, as amended.

2 unchanged sentences

Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

XBRL Instance Document – The instance document does not appear in the Interactive Data Files because its XBRL tags are embedded within the Inline XBRL document.

Inline XBRL Taxonomy Extension Schema Document.

Inline XBRL Taxonomy Extension Calculation Linkbase Document.

Inline XBRL Taxonomy Extension Definition Linkbase Document.

Inline XBRL Taxonomy Extension Label Linkbase Document.

Inline XBRL Taxonomy Extension Presentation Linkbase Document.

Cover Page Interactive Data File formatted as Inline XBRL and contained in Exhibit 101

Instance Document – The instance document does not appear in the Interactive Data Files because its XBRL tags are embedded

within the Inline XBRL document.

XBRL Taxonomy Extension Schema Document.

XBRL Taxonomy Extension Calculation Linkbase Document.

XBRL Taxonomy Extension Definition Linkbase Document.

XBRL Taxonomy Extension Label Linkbase Document.

XBRL Taxonomy Extension Presentation Linkbase Document.

Page Interactive Data File formatted as Inline XBRL and contained in Exhibit 101

The information in Exhibit 32 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934,

8 unchanged sentences

Mariya Pylpiv

Financial Officer

August 13, 2025

November 14, 2025

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 5. Other Information