| FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | ||||||||||||||||
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Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10. | ||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
AIR INDUSTRIES GROUP [ AIRI ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 04/27/2026 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
| Common Stock | 04/27/2026 | M | 20,427 | A | (1) | 32,409 | D | |||
| Common Stock(2) | 04/27/2026 | F | 8,447 | D | $3.18 | 23,962 | D | |||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Restricted Stock Units | (3) | (3) | (3) | Common Stock | 12,159 | 12,159 | D | ||||||||
| Restricted Stock Units | (1) | (1) | (1) | Common Stock | 20,427 | 20,427 | D | ||||||||
| Stock Options | $3.5 | (4) | 05/31/2028 | Common Stock | 5,000 | 5,000 | D | ||||||||
| Stock Options | $3.43 | (4) | 06/30/2028 | Common Stock | 4,100 | 4,100 | D | ||||||||
| Stock Options | $8.4 | (4) | 03/31/2027 | Common Stock | 3,000 | 3,000 | D | ||||||||
| Stock Options | $12.2 | (4) | 07/31/2026 | Common Stock | 2,000 | 2,000 | D | ||||||||
| Explanation of Responses: |
| 1. This award was granted on August 26, 2024. Each restricted stock unit represents the right to receive, at settlement, one share of common stock. 20,427 restricted stock units subject to the award vested on each of April 1, 2025 and April 1, 2026, and 20,427 restricted stock units are scheduled to vest on April 1, 2027, assuming continued employment through the applicable vesting date. |
| 2. Shares withheld by Air Industries Group to satisfy tax withholding requirements on vesting of restricted stock units. No shares were sold. |
| 3. Each restricted stock unit represents the right to receive, at settlement, one share of common stock. The RSUs vested upon grant and shall be settled on the later of: (A) the first anniversary of the Award Date, and (B) the occurrence of a Change in Control, which for purposes of this Award Agreement, must constitute an event described in Treasury Regulation Section 1.409A-3(a)(5); provided, however, that if the event in (B) has not occurred by the date that is the eighteen (18) month anniversary of the Award Date, the vested RSUs shall be settled on the date that is the eighteen (18) month anniversary of the Award Date. |
| 4. Fully vested. |
| /s/ Scott Glassman | 04/28/2026 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * If the form is filed by more than one reporting person, see Instruction 4 (b)(v). | ||
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||