What changed in this filing

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Item 5. Other Information

2026-05-14 compared with 2025-11-14 · 9 added, 33 removed, 24 unchanged (64% of the section changed)

OTHER INFORMATION

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.

Adoption, Modification and Termination of Rule

10b5-1 Plans and Certain Other Trading Arrangements

During the quarter ended March 31, 2026,

none of our directors or officers (as defined in Rule 16a-1(f) under the Exchange Act) adopted, modified or terminated a

“Rule 10b5-1 trading arrangement” or a “non-Rule 10b5-1 trading arrangement” (as each term is defined in Item

408 of Regulation S-K).

Amended and Restated Certificate of Incorporation of the Company

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.

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

and AIRO Group Holdings, Inc.

Amended and Restated Bylaws of the Company

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.

19 unchanged sentences

Executive Officer

Mariya Pylpiv

Mariya Pylypiv

Financial Officer

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