|4Feb 12, 9:26 PM ET

O'Neill Jason Michael 4

4 · New Horizon Aircraft Ltd. · Filed Feb 12, 2026

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New Horizon (HOVR) COO Jason O'Neill Receives 250,000 Performance Awards

What Happened
Jason Michael O'Neill, Chief Operating Officer of New Horizon Aircraft Ltd. (HOVR), was granted 250,000 performance share units (PSUs) on February 10, 2026. The grant is recorded as a derivative award at an acquisition price of $0.00 (no cash paid). These PSUs do not represent immediate common-share ownership and will convert to shares only if vesting conditions are met.

Key Details

  • Transaction date: 2026-02-10; Form 4 filed 2026-02-12 (appears timely).
  • Security/amount: 250,000 performance share units (PSUs), reported as an Award/Grant (code A). Reported price: $0.00 (derivative award).
  • Shares owned after transaction: not specified in the filing excerpt.
  • Footnote highlights: vesting is contingent on (1) market capitalization targets tied to a $250,000,000 target and (2) relative total-return performance vs. the Russell Microcap Index over a two-year period. See Context below for vesting detail.
  • No indication of a 10b5-1 plan, tax withholding, or cashless sale in this filing.

Context
Each PSU represents the contingent right to receive one Class A ordinary share if performance conditions are met. Vesting is split 50/50: half vests based on market-cap milestones (with a portion vesting at 80% of a $250M target and the remainder vesting pro rata up to 100% of the target), and the other half vests only if New Horizon’s Nasdaq-listed shares outperform the Russell Microcap Index over any two-year period beginning on the grant date. Because these are performance-contingent awards, they are not the same as an immediate purchase of stock and do not necessarily reflect imminent share ownership.

Insider Transaction Report

Form 4
Period: 2026-02-10
O'Neill Jason Michael
Chief Operating Officer
Transactions
  • Award

    Performance Share Units

    [F1][F2]
    2026-02-10+250,000250,000 total
    Exp: 2029-12-15Class A Ordinary Shares without par value (250,000 underlying)
Footnotes (2)
  • [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"). 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;
  • [F2]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.
Signature
/s/ Jason Michael O'Neill|2026-02-12

Documents

1 file
  • 4
    primary_doc.xmlPrimary

    PRIMARY DOCUMENT