AIRO Group Holdings, Inc.
For the period ended Apr 21, 2026. Filed Apr 21, 2026.
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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
Apr 21, 2026 · Filed Apr 21, 2026
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
(Amendment No. )
Filed by the Registrant ☒
Filed by a Party other than the Registrant ☐
Check the appropriate box:
| ☐ | Preliminary Proxy Statement |
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| ☐ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
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| ☒ | Definitive Proxy Statement |
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| ☐ | Definitive Additional Materials |
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| ☐ | Soliciting Material Pursuant to § 240.14a-12 |
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AIRO Group Holdings, Inc.
(Name of Registrant as Specified In Its Charter)
N/A
(Name of Person(s) Filing Proxy Statement if Other Than the Registrant)
Payment of Filing Fee (Check all boxes that apply):
| ☒ | No fee required. |
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| ☐ | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11. |
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| ☐ | Fee paid previously with preliminary materials. |
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8444 Westpark Drive, Suite 840
McLean, Virginia 22102
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON JUNE 4, 2026
Dear Stockholder:
You are cordially invited to attend the Annual Meeting of Stockholders (the “Annual Meeting”) of AIRO Group Holdings, Inc., a Delaware corporation (the “Company”). The Annual Meeting will be held at the offices of Cantor Fitzgerald & Co., 71 S Wacker Drive, Suite 2775, Chicago, IL 60606 on Thursday, June 4, 2026 at 9:00 a.m. Central Time for the following purposes:
| 1. | To elect Gregory Winfree, Brian Nelson and Sherrie McCandless as Class I directors to hold office until the Company’s 2029 annual meeting of stockholders and until their successors have been duly elected and qualified or their earlier death, resignation or removal. |
| 2. | To ratify the selection by the Audit Committee of the Board of Directors of BPM LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2026. |
| 3. | To conduct any other business properly brought before the Annual Meeting. |
These items of business are more fully described in the attached proxy statement.
The record date for the Annual Meeting is April 7, 2026. Only stockholders of record at the close of business on that date and their proxyholders may vote at the Annual Meeting or any adjournment thereof. A complete list of record stockholders will be available for examination by any stockholder for any purpose germane to the Annual Meeting for a period of ten days ending on the day before the Annual Meeting date. If you would like to view the list, please contact us at our principal executive offices between the hours of 9:00 a.m. and 5:00 p.m. Eastern Time at AIRO Group Holdings, Inc., Attn: Corporate Secretary, 8444 Westpark Drive, Suite 840, McLean, Virginia 22102; telephone: (505) 338-2434.
If you plan to attend the Annual Meeting, you must pre-register no later than 9:00 a.m. Central Time on Wednesday, June 3, 2026. To register, follow the instructions provided on page 1 of the proxy statement.
Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Stockholders on June 4, 2026 at 9:00 a.m. Central Time.
The proxy statement and our annual report will be available to stockholders at
https://web.viewproxy.com/AIRO/2026.
By Order of the Board of Directors,
/s/ Captain Joseph D. Burns
Captain Joseph D. Burns Chief Executive Officer McLean, Virginia April 21, 2026
This proxy statement and accompanying form of proxy card are first being made available to stockholders on or about April 21, 2026.
You are cordially invited to attend the Annual Meeting in person. Whether or not you expect to attend the Annual Meeting, please complete, date, sign and return the proxy mailed to you, or vote over the telephone or via the internet as instructed in these materials, as promptly as possible in order to ensure your vote is counted at the Annual Meeting. Please note that if your shares are held of record by a broker, bank or other nominee and you wish to vote at the Annual Meeting, you must obtain a proxy issued in your name from that record holder.
TABLE OF CONTENTS
| Page | |
|---|---|
| QUESTIONS AND ANSWERS ABOUT THESE PROXY MATERIALS AND VOTING | 1 |
| PROPOSAL NO. 1 ELECTION OF DIRECTORS | 7 |
| CORPORATE GOVERNANCE AND BOARD MATTERS | 10 |
| PROPOSAL NO. 2 RATIFICATION OF SELECTION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM | 18 |
| SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT | 19 |
| DELINQUENT SECTION 16(A) REPORTS | 20 |
| EXECUTIVE OFFICERS | 21 |
| EXECUTIVE COMPENSATION | 22 |
| TRANSACTIONS WITH RELATED PERSONS AND INDEMNIFICATION | 29 |
| HOUSEHOLDING OF PROXY MATERIALS | 34 |
| ADDITIONAL FILINGS | 34 |
| OTHER MATTERS | 34 |
The information on, or otherwise accessible through, our website does not constitute a part of this proxy statement.
i
AIRO GROUP HOLDINGS, INC.
8444 Westpark Drive, Suite 840
McLean, Virginia 22102
PROXY STATEMENT
FOR THE 2026 ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON JUNE 4, 2026
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.