UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): ~~September~~October 714, 2025

AIRO Group Holdings, Inc.

(Exact name of registrant as specified in its charter)

Delaware

001-42600

88-0812695

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

5001 Indian School Road NE, Suite 100 Albuquerque, New Mexico		87110
8444 Westpark Drive Suite 840 McLean, Virginia		22102
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (505) 338-2343

~~N/A~~5001 Indian School Road NE, Suite 100

Albuquerque, New Mexico 87110

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading symbol(s)		Name of each exchange on which registered
Common Stock, $0.000001 par value per share		AIRO		Nasdaq Global Market

Indicate by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 8 1.01 ~~Other~~ ~~Events~~Entry into a Material Definitive Agreement.

On ~~September~~October 1014, 2025, AIRO Group Holdings, Inc. (the “Company”) ~~announced~~entered ~~the~~into ~~pricing~~a Deed of anLease ~~underwritten~~(the ~~public~~“Lease”) ~~offering~~with ofWestpark 4Corporate Center,~~200~~ L.L.C.,~~000~~ ~~shares of common stock at~~ a ~~public~~Delaware ~~offering~~limited ~~price~~liability ofcompany ~~$18.50 per share~~ (~~the~~ “~~Offering~~Landlord”)., ~~The~~pursuant ~~Company~~to ~~has~~which ~~granted~~ the ~~underwriters~~Company inwill ~~the~~lease ~~Offering~~from Landlord aapproximately ~~30-day~~2,815 ~~option~~rentable tosquare ~~purchase~~feet upof tooffice anspace ~~additional 630,000~~(the ~~shares of~~“Facility”) ~~its~~located ~~common~~at ~~stock~~8444 ~~(solely~~Westpark toDrive, ~~cover~~Suite 840, ~~over-allotments~~McLean, ifVirginia ~~any)~~22102. atThe ~~the~~Facility ~~public~~will ~~offering~~serve ~~price,~~as ~~less~~the ~~underwriting~~new ~~discounts~~principal ~~and~~executive ~~commissions (~~offices of the ~~“Option”)~~Company.

The ~~Company~~Lease ~~currently~~has ~~intends~~an toinitial ~~use~~term ~~the~~of ~~net~~65 ~~proceeds~~months, ~~from~~commencing ~~the~~on ~~Offering~~November ~~(i) primarily to fund growth initiatives and pursue opportunistic acquisitions of complementary businesses~~1, ~~products~~2025, ~~services~~subject orto ~~technologies that align with~~ the Company’s ~~strategic~~option ~~objectives and (ii)~~ to ~~repurchase~~extend ~~978,000~~the ~~shares~~term offor one ~~common~~additional ~~stock~~period ~~held by certain existing stockholders~~ of ~~the~~five ~~Company~~consecutive ~~(the~~years. ~~“Stock~~The ~~Repurchase”), including certain of the~~ Company’s ~~directors~~monthly ~~and~~base ~~executive~~rent ~~officers~~obligation ~~and~~for ~~their~~the ~~affiliates,~~Facility ininitially ~~privately~~will ~~negotiated transactions~~be at$10,556.25, arepresenting ~~price~~annual ~~per~~base ~~share~~rent ~~equal to the public offering price per share~~ of ~~common stock in the Offering~~$126,675.00 ~~less~~for the ~~underwriting~~first ~~discounts~~lease ~~and commissions~~year. ~~and~~Base ~~any~~rent ~~withholding~~will ~~taxes,~~increase ~~pursuant~~annually toby ~~the~~2.50% ~~terms~~each ~~of a stock purchase agreement, dated September 7, 2025, among the Company~~year ~~and~~during the ~~stockholders~~lease ~~named~~term. ~~therein~~The ~~(the~~Company’s ~~“Repurchase~~obligation ~~Agreement”).~~to Inpay ~~addition,~~base ifrent ~~the~~will ~~underwriters~~be ~~exercise~~100% ~~the~~abated ~~Option,~~for the ~~Company~~ ~~intends~~first tofive ~~use~~months ~~a portion~~ of the ~~net~~lease ~~proceeds to repurchase up to an additional 138~~term,~~312 shares from such stockholders in~~ ~~the~~commencing ~~Stock~~on ~~Repurchase pursuant to~~ the ~~Repurchase~~rent ~~Agreement~~commencement date.

The ~~closing~~Company ofwill ~~the~~provide ~~Stock~~a ~~Repurchase~~security isdeposit ~~contingent~~of on$31,668.75. ~~and~~Commencing ison ~~expected to occur immediately following,~~ the ~~closing~~first day of the ~~Offering.~~second ~~The~~lease ~~closing of~~year, the ~~additional~~Company ~~Stock Repurchase~~ is ~~contingent on, and is expected~~ obligated to ~~close~~pay ~~immediately~~its ~~following,~~proportionate ~~the~~share ~~closing~~(1.28%) of ~~the~~operating ~~Option.~~charges ~~The Repurchase Agreement~~ and ~~the~~real ~~Stock~~estate ~~Repurchase~~taxes ~~were~~that ~~reviewed~~exceed ~~and~~base ~~approved~~year byamounts. ~~the~~The ~~audit~~Facility ~~committee~~will ~~of the Board of Directors of the Company, which~~be isused ~~charged~~solely ~~with~~for ~~reviewing~~general ~~related~~office ~~party transactions, and is composed of three independent and disinterested directors~~purposes.

The ~~Company~~foregoing ~~cannot~~description ~~provide~~of ~~any assurance that~~ the ~~Offering~~Lease ordoes ~~the~~not ~~Stock~~purport ~~Repurchase~~to ~~will~~be ~~occur~~complete onand ~~the~~is ~~terms~~qualified ~~described~~in ~~herein,~~its orentirety atby ~~all.~~reference ~~This Current Report on Form 8-K shall not constitute an offer~~ to ~~sell or~~ the ~~solicitation~~full oftext ~~an offer to buy any securities~~ of ~~the Company~~ in the ~~Offering or the Stock Repurchase~~Lease, ~~nor shall there be any sale of any such securities in any state or other jurisdiction in~~ which ~~such~~ ~~offer,~~is ~~solicitation~~filed oras ~~sale~~Exhibit ~~would~~10.1 ~~be unlawful prior~~ to ~~the~~this ~~registration~~Current orReport ~~qualification~~on ~~under~~Form ~~the securities laws of any such state or other jurisdiction~~8-K.

~~Forward-Looking~~ Item 9.01 Financial Statements and Exhibits.

~~The statements~~(d) ~~contained in this Current Report on Form 8-K that are not historical facts are forward-looking statements~~Exhibits. You can identify forward-looking statements because they contain words such as “believes,” “expects,” “may,” “will,” “should,” “seeks,” “intends,” “plans,” “estimates,” or “anticipates,” or similar expressions which concern the Company’s strategy, plans, projections or intentions. These forward-looking statements may be included throughout this Current Report, and include, but are not limited to, statements relating to the expected use of proceeds from the Offering and the expected closings of the Offering and Stock Repurchase. By their nature, forward-looking statements are not statements of historical fact or guarantees of future performance and are subject to risks, uncertainties, assumptions or changes in circumstances that are difficult to predict or quantify. The Company’s expectations, beliefs and projections are expressed in good faith and the Company believes there is a reasonable basis for them. However, there can be no assurance that management’s expectations, beliefs and projections will result or be achieved and actual results may vary materially from what is expressed in or indicated by the forward-looking statements. Any forward-looking statement in this Current Report speaks only as of the date of this report. The Company undertakes no obligation to publicly update or review any forward-looking statement, whether as a result of new information, future developments or otherwise, except as may be required by any applicable securities laws.

Exhibit No.		Description
10.1		Deed of Lease, dated October 14, 2025, between Westpark Corporate Center, L.L.C. and AIRO Group Holdings, Inc.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

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 hereunto duly authorized.

AIRO GROUP HOLDINGS, INC. By: /s/ DrJoseph D. ~~Mariya~~Burns ~~Pylypiv~~Captain DrJoseph D. ~~Mariya~~Burns ~~Pylypiv~~ Chief ~~Financial~~Executive Officer

Dated: ~~September~~October 1117, 2025

Filing Compare · AIRO Group Holdings, Inc.