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Form 8-K

sec.gov

8-K — AIRO Group Holdings, Inc.

Accession: 0001493152-26-022859

Filed: 2026-05-14

Period: 2026-05-14

CIK: 0001927958

SIC: 3721 (AIRCRAFT)

Item: Results of Operations and Financial Condition

Item: Financial Statements and Exhibits

Documents

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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): May 14, 2026

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.)

8444

Westpark Drive

McLean,

Virginia

22102

(Address

of principal executive offices)

(Zip

Code)

Registrant’s

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

N/A

(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

2.02 Results of Operations and Financial Condition.

On

May 14, 2026, AIRO Group Holdings, Inc. issued a press release reporting financial results for the first quarter ended March 31, 2026.

A copy of the press release is attached hereto as Exhibit 99.1 and incorporated herein by reference.

The

information furnished in Item 2.02 of this Current Report on Form 8-K and Exhibit 99.1 attached hereto shall not be deemed to be filed

for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject

to liabilities of that Section or Sections 11 and 12(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”),

and shall not be deemed to be incorporated by reference into any filing under the Securities Act or the Exchange Act except as expressly

set forth by specific reference in such filing.

Item 9.01

Financial Statements and Exhibits.

(d)

Exhibits.

Exhibit

No.

Description

99.1

Press release of AIRO Group Holdings, Inc. dated May 14, 2026

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/

Dr. Mariya Pylypiv

Dr.

Mariya Pylypiv

Chief

Financial Officer

Dated:

May 14, 2026

EX-99.1

EX-99.1

Filename: ex99-1.htm · Sequence: 2

Exhibit

99.1

AIRO

Reports First Quarter 2026 Results

MCLEAN,

Va. - AIRO Group Holdings, Inc. (NASDAQ: AIRO) (“AIRO” or the “Company”), a global leader in advanced aerospace

and defense technologies, today announced financial results for the first quarter ended March 31, 2026.

“Following

a foundational 2025, we continued to take important steps in the first quarter to strengthen our infrastructure and strategic focus needed

to scale AIRO into a leading, integrated aerospace and defense platform. As a newly public company, we are prioritizing disciplined capital

deployment, aligning our investments with what we believe to be the highest-return opportunities across defense mobility, security, and

training. While first quarter results reflect expected variability and investment timing, we believe this represents the low point for

the year and positions us for accelerated growth as we execute against a robust pipeline of demand. And, we are reiterating our full-year

2026 revenue growth guidance of 15% to 25%,” stated Dr. Chirinjeev Kathuria, Executive Chairman.

“We

delivered a solid start to 2026, with results in line with our expectations and reinforcing our confidence in our full-year outlook.

During the quarter, we refined our strategic focus to further align AIRO with the growing drone market, centered on delivering mission-ready,

AI-enabled unmanned systems to U.S. and allied defense customers. With growing demand, a backlog that continues to build, and key milestones

ahead, including Blue UAS certification and the introduction of new products, we believe we are well positioned for a strong rest of

the year and meaningful long-term value creation,” said Joe Burns, Chief Executive Officer of AIRO.

First

Quarter 2026 Financial Highlights

● Revenue:

$8.9 million, compared to $11.8 million in the first quarter of 2025.

● Gross

profit: $2.4 million, representing gross margin of 26.6%, compared to $6.9 million, representing

gross margin of 58.8% in the prior year period.

● Operating

loss: $(17.2) million, compared to $(3.1) million in the first quarter of 2025.

● Net

loss: $(15.5) million, compared to $(2.0) million in the first quarter of 2025.

● EBITDA:

$(14.3) million, compared to $2.7 million in the first quarter of 2025.

● Adjusted

EBITDA: $(12.8) million, compared to $0.1 million in the first quarter of 2025.

First

Quarter 2026 & Recent Operational Highlights

● Advanced

AI-enabled drone capabilities with launch of full-stack RQ-35 variant. AIRO began marketing

and selling an AI-enabled version of its flagship RQ-35 Heidrun, enhancing performance in

GPS-denied environments and reinforcing its leadership in next-generation ISR systems.

● Shifting

focus toward cargo and ISR markets while expanding medium-lift drone portfolio. AIRO

is prioritizing development of a large cargo drone platform and ISR variant, rather than

passenger drones, built on a shared architecture to enable lower-cost development, reduced

regulatory complexity, and more predictable, diversified revenue. In parallel, the Company

unveiled the JX250 and JC250 aircraft, projected to achieve up to 1,000 miles of range and

up to 16 hours of endurance in ISR configurations, which would significantly expand operational

reach and AIRO’s addressable market; based on current progress, first flight is targeted

this year, with commercialization and operational deployment expected to begin in 2027.

● Optimizing

portfolio to sharpen focus on the drone market; evaluating strategic alternatives for Training

segment. AIRO is sharpening its focus on the drone market, where the Company sees the

most significant and immediate opportunity while positioning for long-term growth. As part

of this effort, the Company is evaluating the strategic fit and long-term role of its Training

segment. The Training segment remains a valuable asset with significant long-term opportunity,

but the segment is capital-intensive and often requires meaningful ongoing investment.

● Scaled

manufacturing capacity to support future demand growth. Continued modernization of the

Støvring, Denmark facility, increasing production capacity to approximately 30% above

current backlog levels and improving operational efficiency.

● Sustained

backlog strength and stable near-term revenue visibility. Drone backlog exceeded $150

million as of April 30, 2026, consistent with March 31, 2026 levels, providing strong visibility

with the majority expected to convert to revenue over the next 12 months.

First

Quarter 2026 Financial Results

Revenue

for the first quarter of 2026 was $8.9 million, compared to $11.8 million in the first quarter of 2025. The year-over-year decrease was

in line with internal expectations and reflects normal seasonality, timing of customer shipments, and a higher mix of upgrade-related

activity during the period.

Gross

profit for the first quarter was $2.4 million, representing a gross margin of 26.6%, compared to $6.9 million and 58.8% in the prior-year

period. The change in margin was primarily driven by product mix, with a greater contribution from lower-margin upgrade programs versus

full system deliveries. The Company expects margins to improve over the balance of the year as drone deliveries resume as the primary

revenue driver.

Operating

loss for the quarter was $(17.2) million, compared to $(3.1) million in the first quarter of 2025. The increase in operating loss reflects

lower revenue, higher cost of sales, and continued investment in engineering, production scaling, and public company infrastructure following

the Company’s initial public offering (“IPO”).

Net

loss for the first quarter was $(15.5) million, compared to $(2.0) million in the prior-year quarter, reflecting the same factors impacting

operating performance.

EBITDA

was $(14.3) million, compared to $2.7 million in the prior-year period. Adjusted EBITDA was $(12.8) million, compared to $0.1 million

in the prior-year period, reflecting the impact of product mix dynamics and continued investments to support long-term growth.

As

of March 31, 2026, cash totaled $54.2 million, with approximately $1.2 million in total debt, providing the Company with financial

flexibility to support ongoing strategic initiatives.

Drone

backlog totaled more than $150 million as of April 30, 2026, consistent with March 31, 2026. The Company expects the majority of this

backlog to convert to revenue over the next 12 months, providing strong visibility into future growth. Management continues to view backlog

conservatively and believes its expanding pipeline provides additional upside beyond current backlog levels.

EBITDA

and Adjusted EBITDA are non-GAAP financial measures. See “Non-GAAP Financial Measures and Backlog” below for the definition

of each non-GAAP financial measure and the tables that follow for a reconciliation of each of these non-GAAP measures to net (loss) income,

the most comparable GAAP measure.

Outlook

The

Company reiterates its full-year 2026 revenue growth expectations of 15% to 25% year over year. As of April 30, 2026, drone backlog exceeded

$150 million, and the Company expects the majority of this to convert over the next 12 months.

Growth

in 2026 is expected to be supported by increased drone system deliveries, expanded manufacturing capacity, continued international demand

from NATO-aligned defense customers and progress across strategic partnerships and new platform development.

As

is typical for businesses serving government and defense customers, revenue recognition may vary meaningfully across quarters depending

on contract timing, production schedules and delivery milestones.

Additionally,

the Company is introducing full-year 2026 Adjusted EBITDA guidance in the negative mid- to high-teens dollar range, reflecting strategic

investments across the business to drive organic growth.

Our

financial outlook is based on assumptions that we believe to be reasonable as of the date of this release, but may be materially affected

by many factors, as discussed below under “Forward Looking Statements.” Actual results may vary from the guidance and the

variations may be material. We undertake no intent or obligation to publicly update or revise this outlook, whether as a result of new

information, future events or otherwise, except as required by law.

AIRO

is unable to include a reconciliation of forward-looking Adjusted EBITDA to net loss, the most directly comparable GAAP measure, without

unreasonable effort due to the high variability with respect to the impact of items such as depreciation and amortization, stock-based

compensation expense and other items that are excluded from Adjusted EBITDA.

Conference

Call and Webcast

AIRO

will host a conference call to discuss its first quarter 2026 results and business outlook on May 14, 2026, at 8:00 am ET. Participants

can join the call by dialing 1 (800)-715-9871 (US) or 1 (646)-307-1963 (international) and enter the access code 7911023. To listen to

the live audio webcast and Q&A, visit the Event & Presentations section of AIRO’s investor relations website at AIRO

Group Holdings, Inc. - Events & Presentations, or by clicking on the link HERE. To avoid delays, it is recommended that

participants dial into the conference call 15 minutes ahead of the scheduled start time.

A

replay of the webcast will be available on the website within 24 hours after the call. The earnings press release and related materials

will also be available on AIRO’s investor relations website at https://investor.theairogroup.com/.

About

AIRO

AIRO

Group Holdings is a next-generation aerospace and defense platform driving innovation across defense and commercial markets. Headquartered

in McLean, VA, with operations in the U.S., Canada, and Denmark, AIRO combines a global reach with deep technical expertise.

Through

a vertically integrated model, AIRO delivers mission-critical solutions centered on its drone platforms, leveraging advanced avionics,

integrated training capabilities, and embedded autonomy across systems.

Forward-Looking

Statements

The

statements contained in this press release that are not historical facts are forward-looking statements. 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 our strategy, plans, projections or intentions. These forward-looking statements may be included throughout this press

release and include, but are not limited to, statements relating to AIRO’s expectations around its strategic initiatives and growth

trajectory, statements relating to estimates and forecasts of financial and performance metrics, including full year 2026 outlook, the

timing of Blue UAS certification and impact on procurement opportunities, the amount and timing of Drone backlog converting to revenue,

anticipated product performance and capabilities, the optimization of its AIRO’s portfolio and evaluation of the strategic fit

and long-term role of its Training segment, the sufficiency of AIRO’s cash and restricted cash to support ongoing strategic initiatives,

the demand for, market acceptance of and opportunity of AIRO’s products and services, AIRO’s ability to enter into strategic

partnerships and the impacts of such partnerships and other statements that are not historical fact. 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, including those described in the section titled “Risk Factors”

in AIRO’s Annual Report on Form 10-K for the year ended December 31, 2025 filed with the Securities and Exchange Commission (“SEC”)

on March 31, 2026 as well as other filings AIRO may make with the SEC in the future. Forward-looking statements represent AIRO’s

management’s beliefs and assumptions only as of the date such statements are made. AIRO undertakes no obligation to update any

forward-looking statements made in this press release to reflect events or circumstances after the date of this press release or to reflect

new information or the occurrence of unanticipated events, except as required by law.

Non-GAAP

Financial Measures and Backlog

To

supplement its condensed consolidated financial statements prepared and presented in accordance with GAAP, AIRO uses EBITDA, Adjusted

EBITDA and Adjusted EBITDA margin, as described below, to facilitate analysis of its financial and business trends and for internal planning

and forecasting purposes. AIRO defines (1) EBITDA as net loss before interest (income) expense, income tax (benefit) expense and depreciation

and amortization, (2) Adjusted EBITDA as net loss before interest (income) expense, income tax (benefit) expense, depreciation and amortization,

stock-based compensation and contingent consideration fair value adjustments and (3) Adjusted EBITDA margin as Adjusted EBITDA divided

by revenue. The above items are excluded from EBITDA and Adjusted EBITDA because these items are either non-cash in nature, or because

the amount and timing of these items is unpredictable, or because they are not driven by core results of operations, thereby rendering

comparisons with prior periods and competitors less meaningful. AIRO believes EBITDA, Adjusted EBITDA and Adjusted EBITDA margin provide

useful information to investors and others in understanding and evaluating its results of operations, as well as provides useful measures

for period-to-period comparisons of its business performance. Moreover, Adjusted EBITDA is a key measurement used by AIRO management

internally to make operating decisions, including those related to analyzing operating expenses, evaluating performance and performing

strategic planning and annual budgeting.

There

are limitations associated with the use of non-GAAP financial measures. These non-GAAP financial measures should not be considered as

alternatives to performance measures derived in accordance with GAAP. AIRO’s presentation of these non-GAAP financial measures

should not be construed to imply that its future results will be unaffected by items that are excluded from these metrics. In addition,

AIRO’s definitions of these non-GAAP financial measures may be different from similarly titled non-GAAP measures used by other

companies. These non-GAAP financial measures have limitations as an analytical tool and you should not consider any of these non-GAAP

financial measures in isolation or as a substitute for analysis of our results as reported under GAAP. See the tables that follow for

a reconciliation of EBITDA and Adjusted EBITDA to net income (loss) and Adjusted EBITDA Margin to net income (loss) margin, the most

directly comparable financial measures stated in accordance with GAAP.

Drones

segment backlog represents unfilled orders for which we have purchase orders or other definitive agreements with customers outside of

the United States, as well as orders for which NATO countries have allocated funds but for which no definitive agreement has been executed

but is expected once through the administrative process, in each case against which we expect to perform and recognize the majority of

revenue in the next 12 months. Drones segment backlog amount was translated to U.S. dollars using applicable exchange rates as of market

close on April 30, 2026, and may increase or decrease based on fluctuations in foreign exchange rates.

AIRO

Group Holdings, Inc.

Consolidated

Balance Sheets

(unaudited)

(Amounts in thousands)

March 31, 2026

December 31, 2025

ASSETS

Current assets:

Cash

$ 54,227

$ 74,358

Restricted cash

189

193

Accounts receivable, net

8,098

12,385

Related party receivables

74

393

Inventory

22,507

11,639

Prepaid expenses and other current assets

9,513

7,508

Total current assets

94,608

106,476

Property and equipment, net

9,917

8,986

Right-of-use operating lease assets

3,032

3,278

Goodwill

569,284

571,653

Intangible assets, net

82,064

83,487

Other assets

210

259

Total assets

$ 759,115

$ 774,139

LIABILITIES AND STOCKHOLDERS’ EQUITY

Current liabilities:

Accounts payable

$ 10,661

$ 6,599

Related party payables

7,807

8,892

Accrued expenses

8,475

7,624

Operating lease liabilities, current

887

902

Deferred revenue

3,557

4,497

Related party borrowings

5

1,161

Current maturities of debt

740

1,190

Total current liabilities

32,132

30,865

Long-term debt, net of current maturities

500

500

Deferred tax liability

1,046

1,046

Long-term deferred revenue

16

8

Operating lease liabilities, noncurrent

2,224

2,478

Other long-term liabilities

800

50

Total liabilities

36,718

34,947

Stockholders’ equity:

Common stock

-

-

Additional paid-in capital

964,524

963,022

Treasury shares

(21,220 )

(21,220 )

Accumulated other comprehensive income

5,103

7,947

Accumulated deficit

(226,010 )

(210,557 )

Total stockholders’ equity

722,397

739,192

Total liabilities and stockholders’ equity

$ 759,115

$ 774,139

AIRO

Group Holdings, Inc.

Consolidated

Statements of Operations

(unaudited)

Three months ended March 31,

(Amounts in thousands, except per share amounts)

2026

2025

Revenue

$ 8,901

$ 11,795

Cost of revenue

6,536

4,862

Gross profit

2,365

6,933

Operating expenses:

Research and development

6,704

3,666

Sales and marketing

1,977

1,433

General and administrative

10,842

4,915

Total operating expenses

19,523

10,014

Loss from operations

(17,158 )

(3,081 )

Other income (expense):

Interest income (expense), net

376

(1,267 )

Other (expense) income, net

(316 )

2,662

Total other income (expense)

60

1,395

Loss before income tax benefit (expense)

(17,098 )

(1,686 )

Income tax benefit (expense)

1,645

(287 )

Net loss

$ (15,453 )

$ (1,973 )

Net loss per share – basic and diluted

$ (0.49 )

$ (0.12 )

Weighted-average number of shares of common stock used in computing net loss per share, basic and diluted

31,395

16,387

AIRO

Group Holdings, Inc.

Non-GAAP

Reconciliations

(UNAUDITED)

Three Months

Ended March 31,

(in thousands, except percentages)

2026

2025

Net loss

$ (15,453 )

$ (1,973 )

Depreciation and amortization

3,130

3,138

Income tax (benefit) expense

(1,645 )

287

Interest (income) expense, net

(376 )

1,267

EBITDA

(14,344 )

2,719

Stock-based compensation

1,502

125

Contingent consideration fair value adjustments

-

(2,738 )

Adjusted EBITDA

$ (12,842 )

$ 106

Net loss margin

(173.6 )%

(16.7 )%

Adjusted EBITDA margin

N.m.

0.9 %

N.m. – not meaningful

Investor

Relations Contact

Jack Senft

AIRO Group Holdings, Inc.

InvestorRelations@theairogroup.com

Media Contact

Dan Johnson

AIRO Group Holdings,

Inc.

media@theairogroup.com

Source:

AIRO Group Holdings, Inc.

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The exact name of the entity filing the report as specified in its charter, which is required by forms filed with the SEC.

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The Tax Identification Number (TIN), also known as an Employer Identification Number (EIN), is a unique 9-digit value assigned by the IRS.

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Local phone number for entity.

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Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act.

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Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act.

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Name of the Exchange on which a security is registered.

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Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act.

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Trading symbol of an instrument as listed on an exchange.

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Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.

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