Merker Brian Frederick 4
4 · New Horizon Aircraft Ltd. · Filed Jul 15, 2026
Research Summary
AI-generated summary of this filing
HOVR CFO Brian Merker Converts PSUs; 38,478 Shares Surrendered
What Happened
- Brian Frederick Merker, Chief Financial Officer of New Horizon Aircraft Ltd. (HOVR), reported the conversion/ exercise of performance-based derivative awards into Class A common shares on May 26, 2026. The Form 4 lists an acquisition entry of 129,668 shares via exercise/conversion and a separate conversion/disposition entry of 129,668 shares reported at $0.00. In addition, 38,478 shares were surrendered (disposed) to cover tax withholding at $3.68 per share, totaling $141,599. Footnote F2 states that 207,468 performance share units (PSUs) vested based on achievement of the company’s market-capitalization performance criteria.
Key Details
- Transaction date: May 26, 2026; Form 4 filed July 15, 2026 (late filing vs. the 2-business-day Form 4 deadline).
- Reported entries: 129,668 shares acquired (exercise/conversion, code M); 129,668 shares reported disposed at $0.00 (code M); 38,478 shares disposed to cover tax withholding at $3.68/share for $141,599 (code F).
- Footnotes: F2 = 207,468 PSUs vested; F4 = the 38,478-share disposition solely covered tax withholding and did not generate cash proceeds to the reporting person. F3 notes additional shares from the ESPP since the last Form 4.
- Shares owned after the transactions: not specified in the information provided in this summary.
- Filing timeliness: The Form 4 was filed late relative to the reported transaction date (may affect timely investor transparency).
Context
- These transactions reflect a grant/award vesting event (PSUs converting into common shares) with a portion of the newly issued shares surrendered to pay withholding taxes — a routine tax-related disposition rather than an open-market sale. The $141,599 reported relates to tax withholding only; per the filing, no cash proceeds were received by Mr. Merker from the withheld shares.
Insider Transaction Report
Form 4
Merker Brian Frederick
Chief Financial Officer
Transactions
- Exercise/Conversion
Class A Ordinary Shares without par value
[F1][F2][F3]2026-05-26+129,668→ 402,100 total - Tax Payment
Class A Ordinary Shares without par value
[F4]2026-05-26$3.68/sh−38,478$141,599→ 363,622 total - Exercise/Conversion
Performance Share Units
[F1][F2]2026-05-26−129,668→ 182,832 totalExp: 2029-12-15→ Class A Ordinary Shares without par value (129,668 underlying)
Footnotes (4)
- [F1]Each performance share unit ("PSU") represents a contingent right to receive one Class A ordinary share, without par value (the "Common Shares"), of New Horizon Aircraft Ltd. (the "Company").
- [F2]The PSUs vest as follows: (i) fifty percent (50%) of the PSUs shall vest based on the Company's market capitalization, such that: (A) 80% of such fifty percent (50%) portion shall vest upon the Company achieving a market capitalization equal to 80% of the target market capitalization of US$250,000,000; and (B) the remaining portion shall vest proportionately on a straight-line basis as the Company's market capitalization increases from 80% to 100% of the target market capitalization, with 100% of such portion vesting upon achievement of the full target; and (ii) the remaining fifty percent (50%) of the PSUs shall vest if the Company's Common Shares, as listed on The Nasdaq Capital Market, have achieved a higher total return than the Russell Microcap Index over any two-year period commencing on the date of grant and ending on the expiry date of such PSUs. On May 26, 2026, 207,468 PSUs vested based on the achievement of the applicable market capitalization performance criteria.
- [F3]Includes shares acquired under the Company's employee share purchase plan since the reporting person's last Form 4 filing reporting holdings of Class A ordinary shares on October 16, 2025.
- [F4]Reflects a transaction solely to cover withholding payments to applicable taxing authorities. No cash proceeds were received by the reporting person in connection with the disposition of securities disclosed in this row.
Signature
/s/ Brian Frederick Merker|2026-07-15