AIRO Group Holdings, Inc. 10-Q

ITEM 5. OTHER INFORMATION Employment Agreements On June 16, 2025, we entered into an employment agreement with Mariya Pylypiv (the “Pylypiv Employment Agreement”). Under the Pylypiv Employment Agreement, Dr. Pylypiv is entitled to base compensation of $300,000 per year. Dr. 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. Dr. Pylypiv 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. Uczekaj 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. The RSUs vest in four equal quarterly installments on the first day of each calendar quarter following the grant date, subject to Mr. Uczekaj’s 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 its U.S. footprint for advanced drone innovation. The Company expects total rent payments to equal approximately $2.3 million over the lease term. 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. 91 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, as currently in effect, as amended (File No. 333-285149), filed with the Commission on April 10, 2025. 8-K 001-38529 3.2 June 16, 2025 10.1 AIRO Group Holdings, Inc. 2025 Equity Incentive Plan, as amended. S-1/A 333-285149 10.10 May 20, 2025 10.2 Forms of Stock Option Grant Notice, Option Agreement and Notice of Exercise under the AIRO Group Holdings, Inc. 2025 Equity Incentive Plan. S-1/A 333-285149 10.11 May 20, 2025 10.3 Forms of Restricted Stock Unit Grant Notice and Award Agreement. S-1/A 333-285149 10.12 May 20,2025 10.4 Employment Agreement, dated June 16, 2025, by and between the Company and Mariya Pylypiv. 10.5 Employment Agreement, dated August 11, 2025, by and between the Company and Joseph Burns. 10.6 Employment Agreement, dated, August 11, 2025, by and between the Company and John Uczekaj. 10.7 Employment Agreement, dated August 11, 2025, by and between the Company and Chirinjeev Kathuria. 10.8 Lease Agreement between 15 North LLC, as landlord, and AIRO Group Holdings, Inc., as tenant, dated August 12, 2025. 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 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. 92 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/ Mariya Pylpiv Mariya Pylpiv Chief Financial Officer Dated: August 13, 2025 93