Merker Brian Frederick 4

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.