Exhibit
99.1
AIRO
Reports Fourth Quarter and Full Year 2025 Results
Full
year 2025 revenue of $90.9 million compared to $86.9 million in 2024
Fourth
quarter 2025 revenue of $48.3 million, compared to $39.7 million in the fourth quarter of 2024; up $42.0 million sequentially from $6.3
million in the third quarter of 2025, including approximately $20 million of revenue that shifted into the fourth quarter of 2025
Cash
of $74.4 million as of December 31, 2025
Initiating
2026 outlook with expected year-over-year revenue growth of 15% - 25%
Approximately
$150 million of Drone segment backlog as of March 31, 2026, with meaningful conversion expected in 2026
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 fourth quarter and full year 2025 ended December 31, 2025.
Dr.
Chirinjeev Kathuria, Executive Chairman, added, “Our public listing and strengthened balance sheet position AIRO to pursue significant
opportunities emerging across our end markets. We continue to see strong demand across the drone industry driven by evolving defense
requirements with our RQ-35 intelligence surveillance, reconnaissance (“ISR”) drone, along with our proposed partnerships
with battle-tested Ukrainian technology providers such as Bullet and Nord Drone Group position AIRO at the forefront of next-generation
unmanned systems development.”
“2025
was a defining year for AIRO as we executed across our platform and advanced a number of key operational milestones,” said Joe
Burns, Chief Executive Officer of AIRO. “We delivered full-year revenue growth, expanded our U.S. manufacturing capabilities, and
advanced toward Blue UAS certification. These accomplishments position AIRO to capture growing demand for autonomous ISR systems, resilient
logistics platforms and integrated training solutions across global defense markets.”
Fourth
Quarter and Full-Year 2025 Financial Highlights
Fourth
Quarter 2025
| ● | Revenue:
$48.3 million, compared to $39.7 million in the fourth quarter of 2024. |
| ● | Gross
profit: $29.7 million, representing gross margin of 61.4%, compared to $27.8 million, representing
gross margin of 69.9% in the prior-year period. |
| ● | Operating
income: $6.0 million, compared to $16.1 million in the fourth quarter of 2024. |
| ● | Net
loss: break-even results, compared to $(0.8) million in the fourth quarter of 2024. |
| ● | EBITDA:
$8.8 million, compared to $8.7 million. |
| ● | Adjusted
EBITDA: $8.9 million, compared to $19.2 million in the fourth quarter of 2024. |
Full
Year 2025
| ● | Revenue:
$90.9 million compared to $86.9 million in 2024. |
| ● | Gross
profit: $54.4 million, representing gross margin of 59.9%, compared to $58.3 million, representing
gross margin of 67.1% in 2024. |
| ● | Operating
loss: $(28.8) million, compared to $(17.4) million in 2024. |
| ● | Net
loss: $(4.1) million, compared to $(38.7) million in 2024 |
| ● | EBITDA:
$24.7 million, compared to $(13.1) million in 2024. |
| ● | Adjusted
EBITDA: $5.7 million, compared to $33.7 million in 2024. |
| ● | Cash
and liquidity: Cash of $74.4 million as of December 31, 2025. |
Full
Year and Recent Operational Highlights
| ● | Completed
first U.S.-manufactured RQ-35 Heidrun ISR drones. Systems produced at AIRO’s Phoenix,
Arizona facility successfully completed Phase 1 manufacturing validation and a full flight-test
campaign in December 2025. |
| ● | Blue
UAS certification targeted for first half of 2026. Certification is expected to expand
the Company’s access to U.S. Department of War procurement opportunities. |
| ● | Strategic
investment in ISR capability evolution. The Company maintains a disciplined development
roadmap focused on enhancing autonomy, survivability, and electronic resilience across its
ISR portfolio, enabling incremental capability growth over time. |
| ● | Sky-Watch
awarded $4.5 million counter-electronic warfare development program. The project, in
partnership with Aalborg University and a third technology collaborator, will develop advanced
electronic warfare resilience capabilities for integration across Sky-Watch unmanned aerial
systems. |
| ● | Executed
joint venture with Nord Drone Group. The partnership aims to accelerate deployment of
combat-proven unmanned aerial systems across the United States, Ukraine and NATO markets
by combining AIRO’s manufacturing and procurement expertise with Nord Drone’s
production capabilities. |
| ● | Signed
LOI for interceptor drone joint venture with Bullet. The proposed partnership focuses
on producing high-speed interceptor drones designed to counter hostile unmanned aerial threats
across U.S. and NATO defense markets, with the joint venture continuing to make progress
and expected to be finalized in the coming quarter. |
| ● | Continued
development of the Jaunt JX/JC-250 medium-lift, multi-role drone platform (formerly referred
to as “Large Cargo Drone”). The aircraft is designed to carry up to 500 pounds
of payload over distances of up to 250 miles, supporting defense logistics, persistent ISR,
disaster response, and select commercial cargo missions. The platform is engineered for mission
flexibility and dual-use applications, with operational readiness targeted for 2027. |
| ● | Coastal
Defense awarded $1.9 million U.S. Navy training contract. The one-year IDIQ award supports
naval flight training and Joint Terminal Attack Controller (JTAC) programs. |
| ● | Expanded
aircraft readiness for training programs. Continued modifications to S-211 aircraft and
initiated upgrades to L-39 aircraft to support live ordnance training missions. |
| ● | Aspen
Avionics product development. Aspen advanced development of its NexNav MAX 2 platform,
secured multi-year OEM purchase orders and expanded foreign military engagement during the
year. The avionics business remains strategically important as it supports vertical integration
across the Company’s unmanned systems portfolio. |
Fourth
Quarter 2025 Financial Results
Revenue
for the fourth quarter of 2025 was $48.3 million, compared to $39.7 million in the fourth quarter of 2024, reflecting continued demand
for the Company’s drone systems and deliveries incorporating upgraded capabilities for the RQ-35 Heidrun platform.
Gross
profit for the fourth quarter was $29.7 million, representing gross margin of 61.4%, compared to $27.8 million and 69.9% in the prior-year
period. The change in margin reflects product mix and delivery timing, integration of upgraded system capabilities, and continued investment
in business development and team expansion.
Operating
income for the quarter was $6.0 million, compared to $16.1 million in the fourth quarter of 2024, reflecting continued investment in
engineering development, production scaling and public company infrastructure.
We
reported break-even results for the fourth quarter, compared to net loss of $(0.8) million in the prior-year quarter.
EBITDA
was $8.8 million, compared to $8.7 million in the prior-year period.
Adjusted
EBITDA was $8.9 million, compared to $19.2 million in the prior-year period.
Full
Year 2025 Financial Results
For
the full year 2025, revenue totaled $90.9 million, compared to $86.9 million in 2024 driven primarily by the Drones segment, which represented
approximately 87.0% of total revenue in 2025. The Company’s revenue profile continues to reflect strong demand for its drone platforms
and the central role of the Drones segment in AIRO’s growth strategy.
Gross
profit for the year was $54.4 million, representing gross margin of 59.9%, compared to $58.3 million and 67.1% in 2024. The change in
margin reflects product mix and delivery timing, integration of upgraded system capabilities, and continued investment in business development
and team expansion.
Operating
loss for the year was $(28.8) million, compared to $(17.4) million in 2024, reflecting investments in engineering capabilities, manufacturing
expansion and public company infrastructure.
Net
loss for the year was $(4.1) million, compared to $(38.7) million in 2024.
EBITDA
was $24.7 million, compared to $(13.1) million in the prior-year period.
Adjusted
EBITDA for the year was $5.7 million, compared to $33.7 million in 2024.
As
of December 31, 2025, cash totaled $74.4 million.
EBITDA
and Adjusted EBITDA are non-GAAP financial measures. See “Non-GAAP Financial Measures” 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 expects full-year 2026 revenue growth between 15% and 25% year over year. As of March 31, 2026, the Company expects approximately
$150 million in consolidated backlog to convert over the next 12 months during 2026. Drones segment backlog represents unfilled orders
for which we have purchase orders or other definitive agreements with customers, 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 revenue in 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.
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 fourth quarter and full year 2025 results and business outlook on March 31, 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 advanced air mobility platform driving innovation in defense and commercial markets.
Headquartered in McLean, VA, with operations in the U.S., Canada and Denmark, AIRO combines global reach with deep technical expertise.
Through a vertically integrated model and a differentiated technology portfolio, AIRO delivers solutions across four high-growth segments:
Drones, Avionics, Training and Electric Air Mobility.
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 estimates and forecasts of financial and performance metrics, including
full year 2026 outlook, statements regarding AIRO’s joint venture with Nord Drone Group and proposed joint venture with Bullet,
including the goals of and opportunities for, each joint venture and the ability to consummate the joint ventures on the terms described
herein or at all and the timing thereof, the timing of Blue UAS certification and impact on procurement opportunities, expected operational
readiness of Jaunt’s medium-lift cargo drone, the amount and timing of backlog converting to revenue, the market acceptance and
opportunity of AIRO’s products and services 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 Quarterly Report on Form 10-Q for the period ended September 30, 2025 filed with the Securities and Exchange Commission
(“SEC”) on November 14, 2025 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
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 income (loss) before interest expense, income tax expense (benefit), depreciation
and amortization, (2) Adjusted EBITDA as net income (loss) before interest expense, income tax expense (benefit), depreciation and amortization,
loss (gain) on extinguishment of debt, stock-based compensation, contingent consideration and warrant fair value adjustments, goodwill
impairment and other one-time adjustments related to the IPO 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.
AIRO
Group Holdings, Inc.
Consolidated
Balance Sheets
(unaudited)
| (Amounts in thousands) | |
December 31, 2025 | | |
December 31, 2024 | |
| ASSETS | |
| | | |
| | |
| Current assets: | |
| | | |
| | |
| Cash | |
$ | 74,358 | | |
$ | 20,741 | |
| Restricted cash | |
| 193 | | |
| 170 | |
| Accounts receivable, net | |
| 12,385 | | |
| 8,961 | |
| Related party receivables | |
| 393 | | |
| 791 | |
| Inventory | |
| 11,639 | | |
| 8,823 | |
| Prepaid expenses and other current assets | |
| 7,508 | | |
| 2,310 | |
| Deferred offering costs | |
| - | | |
| 799 | |
| Total current assets | |
| 106,476 | | |
| 42,595 | |
| Property and equipment, net | |
| 8,986 | | |
| 6,834 | |
| Right-of-use operating lease assets | |
| 3,278 | | |
| 352 | |
| Goodwill | |
| 571,653 | | |
| 557,508 | |
| Intangible assets, net | |
| 83,487 | | |
| 93,502 | |
| Other assets | |
| 259 | | |
| 208 | |
| Total assets | |
$ | 774,139 | | |
$ | 700,999 | |
| | |
| | | |
| | |
| LIABILITIES AND STOCKHOLDERS’ EQUITY | |
| | | |
| | |
| | |
| | | |
| | |
| Current liabilities: | |
| | | |
| | |
| Accounts payable | |
$ | 6,599 | | |
$ | 16,440 | |
| Related party payables | |
| 8,892 | | |
| 2,183 | |
| Accrued expenses | |
| 7,624 | | |
| 16,374 | |
| Operating lease liabilities, current | |
| 902 | | |
| 213 | |
| Deferred revenue | |
| 4,497 | | |
| 10,340 | |
| Related party borrowings | |
| 1,161 | | |
| 5,971 | |
| Revolving lines of credit | |
| - | | |
| 127 | |
| Current maturities of debt | |
| 1,190 | | |
| 27,992 | |
| Investor notes at fair value | |
| - | | |
| 13,819 | |
| Due to seller | |
| - | | |
| 3,148 | |
| Total current liabilities | |
| 30,865 | | |
| 96,607 | |
| Long-term debt, net of current maturities | |
| 500 | | |
| 688 | |
| Deferred compensation | |
| - | | |
| 11,219 | |
| Deferred tax liability | |
| 1,046 | | |
| 767 | |
| Long-term deferred revenue | |
| 8 | | |
| 10 | |
| Operating lease liabilities, noncurrent | |
| 2,478 | | |
| 146 | |
| Other long-term liabilities | |
| 50 | | |
| 50 | |
| Contingent consideration | |
| - | | |
| 42,782 | |
| Total liabilities | |
| 34,947 | | |
| 152,269 | |
| | |
| | | |
| | |
| Stockholders’ equity: | |
| | | |
| | |
| Common stock | |
| - | | |
| - | |
| Additional paid-in capital | |
| 963,022 | | |
| 764,692 | |
| Treasury shares | |
| (21,220 | ) | |
| - | |
| Accumulated other comprehensive income (loss) | |
| 7,947 | | |
| (9,509 | ) |
| Accumulated deficit | |
| (210,557 | ) | |
| (206,453 | ) |
| Total stockholders’ equity | |
| 739,192 | | |
| 548,730 | |
| Total liabilities and stockholders’ equity | |
$ | 774,139 | | |
$ | 700,999 | |
AIRO
Group Holdings, Inc.
Consolidated
Statements of Operations
(unaudited)
| | |
Year ended December 31, | |
| (Amounts in thousands, except per share amounts) | |
2025 | | |
2024 | |
| Revenue | |
$ | 90,907 | | |
$ | 86,935 | |
| Cost of revenue | |
| 36,492 | | |
| 28,618 | |
| Gross profit | |
| 54,415 | | |
| 58,317 | |
| | |
| | | |
| | |
| Operating expenses: | |
| | | |
| | |
| Research and development | |
| 17,918 | | |
| 13,133 | |
| Sales and marketing | |
| 6,618 | | |
| 6,422 | |
| General and administrative | |
| 58,644 | | |
| 18,201 | |
| Goodwill impairment | |
| - | | |
| 37,994 | |
| Total operating expenses | |
| 83,180 | | |
| 75,750 | |
| Loss from operations | |
| (28,765 | ) | |
| (17,433 | ) |
| Other income (expense): | |
| | | |
| | |
| Interest expense, net | |
| (9,800 | ) | |
| (3,764 | ) |
| Gain (loss) on extinguishment of debt | |
| 15,559 | | |
| (10,461 | ) |
| Other income, net | |
| 25,945 | | |
| 2,173 | |
| Total other income (expense) | |
| 31,704 | | |
| (12,052 | ) |
| Income (loss) before income tax expense | |
| 2,939 | | |
| (29,485 | ) |
| Income tax expense | |
| (7,043 | ) | |
| (9,209 | ) |
| Net loss | |
$ | (4,104 | ) | |
$ | (38,694 | ) |
| | |
| | | |
| | |
| Net loss per share - basic and diluted | |
$ | (0.17 | ) | |
$ | (2.36 | ) |
| | |
| | | |
| | |
| Weighted-average number of common shares used in computing net loss per share, basic and diluted | |
| 23,678 | | |
| 16,387 | |
| | |
Three Months ended December 31, | |
| (Amounts in thousands) | |
2025 | | |
2024 | |
| Revenue | |
$ | 48,278 | | |
$ | 39,729 | |
| Cost of revenue | |
| 18,620 | | |
| 11,957 | |
| Gross profit | |
| 29,658 | | |
| 27,772 | |
| | |
| | | |
| | |
| Operating expenses: | |
| | | |
| | |
| Research and development | |
| 6,026 | | |
| 3,557 | |
| Sales and marketing | |
| 1,825 | | |
| 2,204 | |
| General and administrative | |
| 15,822 | | |
| 5,921 | |
| Total operating expenses | |
| 23,673 | | |
| 11,682 | |
| Income from operations | |
| 5,985 | | |
| 16,090 | |
| Other expense: | |
| | | |
| | |
| Interest expense, net | |
| (602 | ) | |
| (847 | ) |
| Loss on extinguishment of debt | |
| - | | |
| (10,461 | ) |
| Other expense, net | |
| (111 | ) | |
| (140 | ) |
| Total other expense | |
| (713 | ) | |
| (11,448 | ) |
| Income before income tax expense | |
| 5,272 | | |
| 4,642 | |
| Income tax expense | |
| (5,312 | ) | |
| (5,397 | ) |
| Net loss | |
$ | (40 | ) | |
$ | (755 | ) |
AIRO
Group Holdings, Inc.
Non-GAAP
Reconciliations
(UNAUDITED)
| | |
Year Ended | |
| (in thousands, except percentages) | |
December 31, 2025 | | |
December 31, 2024 | |
| Net loss | |
$ | (4,104 | ) | |
$ | (38,694 | ) |
| Depreciation and amortization | |
| 12,009 | | |
| 12,640 | |
| Income tax expense | |
| 7,043 | | |
| 9,209 | |
| Interest expense, net | |
| 9,800 | | |
| 3,764 | |
| EBITDA | |
| 24,748 | | |
| (13,081 | ) |
| (Gain) loss on extinguishment of debt | |
| (15,559 | ) | |
| 10,461 | |
| Stock-based compensation | |
| 19,906 | | |
| 716 | |
| Contingent consideration fair value adjustments | |
| (20,272 | ) | |
| (2,400 | ) |
| Warrant fair value adjustment | |
| (1,843 | ) | |
| - | |
| Goodwill impairment | |
| - | | |
| 37,994 | |
| IPO contingencies 1 | |
| (1,322 | ) | |
| - | |
| Adjusted EBITDA | |
$ | 5,658 | | |
$ | 33,690 | |
| | |
| | | |
| | |
| Net loss margin | |
| (4.5 | )% | |
| (44.5 | )% |
| Adjusted EBITDA Margin | |
| 6.2 | % | |
| 38.8 | % |
1
IPO contingencies for the year ended December 31, 2025 are $1.0 million related to Kipps, $0.8 million related to a legal settlement,
$0.5 million legal accrual, $0.2 million for NGA, $0.3 million bonus, $0.6 million Aspen contingent debt, $1.2 million charge related
to the Libertas warrants, $0.1 million cash portion of the Aspen carve-out, net of a $5.9 million gain on deferred compensation.
| | |
Three Months Ended December 31, | |
| (in thousands, except percentages) | |
2025 | | |
2024 | |
| Net loss | |
$ | (40 | ) | |
$ | (755 | ) |
| Depreciation and amortization | |
| 2,973 | | |
| 3,163 | |
| Income tax expense | |
| 5,312 | | |
| 5,397 | |
| Interest expense, net | |
| 602 | | |
| 847 | |
| EBITDA | |
| 8,847 | | |
| 8,652 | |
| Loss on extinguishment of debt | |
| - | | |
| 10,461 | |
| Stock-based compensation | |
| 50 | | |
| 122 | |
| Adjusted EBITDA | |
$ | 8,897 | | |
$ | 19,235 | |
| | |
| | | |
| | |
| Net loss margin | |
| (0.1 | )% | |
| (1.9 | )% |
| Adjusted EBITDA Margin | |
| 18.4 | % | |
| 48.4 | % |
