AIRO Group Holdings, Inc. 10-Q

ITEM 5. OTHER INFORMATION Adoption, Modification and Termination of Rule 10b5-1 Plans and Certain Other Trading Arrangements During the quarter ended June 30, 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). Equity Awards On August 13, 2026 (the “grant date”), AIRO’s Compensation Committee of the Board of Directors granted awards of time-based RSUs under the Company’s 2025 Equity Incentive Plan with a value of $1.8 million to each of John Uczekaj, Chief Operating Officer, and Dr. Mariya Pylypiv, Chief Financial Officer. On the grant date, 1/6 of the award will vest, with the remainder vesting in ten quarterly installments beginning September 1, 2026, subject to continued service through each vesting date. The RSU awards will be subject to the terms and conditions of the Company’s 2025 Equity Incentive Plan and related award agreements. 36 ITEM 6. EXHIBITS Incorporated by Reference Exhibit Number Description Form File No. Exhibit Filing Date 3.1 Amended and Restated Certificate of Incorporation of the Company 8-K 001-38529 3.1 June 16, 2025 3.2 Amended and Restated Bylaws of the Company S-1/A 333-285149 3.4 April 10, 2025 10.16 Incentive Agreement, dated June 28, 2024 by and between AIRO Group Holdings, Inc. and Dangroup ApS 10.17 First Amendment To Incentive Agreement, dated December 11, 2024 by and between AIRO Group Holdings, Inc. and Dangroup ApS 10.18 Second Amendment To Incentive Agreement, dated June 11, 2026 by and between AIRO Group Holdings, Inc. and Dangroup ApS 31.1 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. 31.2 Certification of Chief Financial Officer pursuant to Rule 13a-14(a) and Rule 15d-14(a) of the Securities Exchange Act of 1934, as amended. 32.1* Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. 101.INS 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. 101.SCH Inline XBRL Taxonomy Extension Schema Document. 101.CAL Inline XBRL Taxonomy Extension Calculation Linkbase Document. 101.DEF Inline XBRL Taxonomy Extension Definition Linkbase Document. 101.LAB Inline XBRL Taxonomy Extension Label Linkbase Document. 101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase Document. 104 Cover Page Interactive Data File formatted as Inline XBRL and contained in Exhibit 101 * The information in Exhibit 32.1 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or the Exchange Act, or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act (including this report), unless the Company specifically incorporates the foregoing information into those documents by reference. 37 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. AIRO GROUP HOLDINGS, INC. By: /s/ Captain Joseph D. Burns Captain Joseph D. Burns Chief Executive Officer By: /s/ Dr. Mariya Pylypiv Dr. Mariya Pylypiv Chief Financial Officer Dated: August 13, 2026 38