Airship AI amended Form 4 shows 50,000 shares and new options

Rhea-AI Filing Summary

Airship AI Holdings, Inc. (AISP) director filed an amended Form 4 to correct holdings and include 50,000 shares of common stock originally awarded under earnout provisions in the Merger Agreement. The filing also reports equity awards dated 09/03/2025: a grant of 50,000 options at $4.25 per share, expiring 09/03/2035, vesting quarterly over four years.

The reporting person also holds a previously reported Non‑Qualified Stock Option for 200,000 shares at $1.65 per share, expiring 03/03/2029, with a quarterly vesting schedule of 12,500 shares on March 31, June 30, September 30, and then December 31 in the ensuing year, repeating annually over four years. Following the reported transactions, the filing shows 50,000 common shares owned directly and derivative holdings of the options noted.

SEC Form 4

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).

1. Name and Address of Reporting Person^*

Lebedin Louis

(Last) (First) (Middle)

C/O AIRSHIP AI HOLDINGS, INC.

8210 154TH AVE NE

(Street)

REDMOND WA 98052

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Airship AI Holdings, Inc. [ AISP ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
09/03/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)
09/04/2025

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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								50,000	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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
Non-Qualified Stock Option (NQSO)	$1.65							(1)	03/03/2029	Common Stock	200,000		200,000	D
Options	$4.25	09/03/2025		A		50,000		(2)	09/03/2035	Common Stock	50,000	$0	50,000	D

Explanation of Responses:

1. The total number of Options granted are subject to a four (4) year vesting period, vesting quarterly. Each vesting year, such Options vest: Twelve Thousand Five Hundred (12,500) on March 31st; Twelve Thousand Five Hundred (12,500) on June 30th; Twelve Thousand Five Hundred (12,500) on September 30th; and in the ensuing year, Twelve Thousand Five Hundred (12,500) on December 31st, (the "Vesting Schedule").

2. Options vest quarterly over 4 years.

Remarks:

The Reporting Person files this Amendment No. 1 to its original Form 4 dated 09/03/2025 to correctly reflect holdings of 50,000 shares of Common Stock originally awarded pursuant to earnout provisions in the Merger Agreement, which were inadvertently omitted on the original Form 4.

	By: /s/ Louis Lebedin	10/06/2025
	** 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).
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FAQ

What did AISP’s amended Form 4 report?

It corrected the director’s holdings to include 50,000 common shares originally awarded under Merger Agreement earnout provisions and detailed option positions.

How many AISP common shares does the reporting person hold after the transactions?

The filing lists 50,000 shares of common stock held directly following the reported transactions.

What new AISP stock options were granted on 09/03/2025?

A grant of 50,000 options at an exercise price of $4.25 per share, expiring on 09/03/2035, vesting quarterly over four years.

What existing AISP options does the director hold?

A NQSO for 200,000 shares at $1.65 per share, expiring on 03/03/2029, with quarterly vesting of 12,500 shares on the stated dates each year.

What vesting schedule applies to the 200,000-share NQSO?

Quarterly vesting: 12,500 shares on March 31, June 30, September 30, and then December 31 in the ensuing year, over four years.

Who signed the amended Form 4 for AISP?

The filing was signed by /s/ Louis Lebedin on 10/06/2025.