Airship AI (AISP) insider updates large share and derivative holdings

Rhea-AI Filing Summary

Airship AI Holdings, Inc. insider updates ownership details in an amended Form 4. A director, chief operating officer and 10% owner reported a transaction dated 12/18/2025 in which 2,063,322 shares of common stock were disposed of with a transaction code "G" at a reported price of $0. Following this change, the insider reports 5,222,920 shares of common stock beneficially owned directly.

The filing also lists several derivative positions. These include warrants with an exercise price of $1.77 for 1,344,951 underlying common shares expiring on 05/08/2027, earnout rights for up to 1,630,642 common shares tied to operating and share price milestones in a prior merger agreement, and options to purchase 100,000 and 50,000 shares at exercise prices of $2.86 and $4.25 expiring on 08/16/2034 and 09/03/2035, with options vesting quarterly over four years. The amendment states it is filed to consolidate all prior direct and indirect holdings into direct holdings.

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).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Xu Derek

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

3. Date of Earliest Transaction (Month/Day/Year)
12/18/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)
12/18/2025

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	12/18/2025		G		2,063,322	D	$0	5,222,920(1)	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
Warrants(2)	$1.77							12/21/2023	05/08/2027	Common Stock	1,344,951		1,344,951	D
Earnout Rights	(3)							(3)	(3)	Common Stock	1,630,642		1,630,642	D
Options	$2.86							(4)	08/16/2034	Common Stock	100,000		100,000	D
Options	$4.25							(4)	09/03/2035	Common Stock	50,000		50,000	D

Explanation of Responses:

1. Includes shares of common stock of the Issuer received on December 21, 2023, as consideration pursuant to that certain Merger Agreement, dated as of June 27, 2023 (as amended on September 22, 2023 and as may be further amended and/or restated from time to time, the "Merger Agreement"), by and among Airship AI Holdings, Inc., a Delaware corporation (the "Issuer") (formerly known as BYTE Acquisition Corp., a Cayman Island exempted company limited by shares, prior to its domestication as a Delaware corporation), BYTE Merger Sub, Inc., a Washington corporation and a direct, wholly-owned subsidiary of the Issuer, and Airship AI, Inc., a Washington company (formerly known as Airship AI Holdings, Inc., "Airship AI"). The Reporting Person received the reported shares in exchange for shares of common stock of Airship AI at the Conversion Ratio, as defined in the Merger Agreement, as of the Effective Time of the Merger.

2. Represents warrants to purchase shares of common stock of the Issuer received by the Reporting Person on December 21, 2023, pursuant to the Merger Agreement, upon the conversion of warrants to purchase shares of common stock of Airship AI at the Conversion Ratio, as defined in the Merger Agreement, as of the Effective Time of the Merger.

3. Pursuant to earnout provisions in the Merger Agreement, the holder of such Earnout Rights is entitled to receive shares of common stock of the Issuer upon the occurrence of certain operating performance and share price performance milestones during the applicable earnout periods set forth in the Merger Agreement.

4. Options vest quarterly over 4 years.

Remarks:

The Reporting Person files this Amendment No. 1 to its original Form 4 dated 12/18/2025 to report and consolidate all Direct and Indirect holdings as Direct holdings.

	By: /s/ Derek Xu	01/15/2026
	** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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FAQ

What insider activity did Airship AI (AISP) disclose in this amended Form 4?

The filing reports that a director, chief operating officer and 10% owner disposed of 2,063,322 shares of Airship AI common stock on 12/18/2025 with transaction code "G" at a reported price of $0, and now reports holding 5,222,920 common shares beneficially owned directly.

What derivative securities does the reporting person hold in Airship AI (AISP)?

The insider reports several derivative positions: 1,344,951 warrants with a $1.77 exercise price expiring on 05/08/2027, earnout rights1,630,642 common shares, and stock options for 100,000 shares at $2.86 expiring on 08/16/2034 and 50,000 shares at $4.25 expiring on 09/03/2035.

How were the earnout rights for Airship AI (AISP) structured?

The earnout rights entitle the holder to receive shares of Airship AI common stock upon the occurrence of specified operating performance and share price performance milestones during earnout periods defined in a merger agreement.

How did the reporting person originally receive many of these Airship AI (AISP) securities?

According to the disclosure, the reported common shares and warrants were received on 12/21/2023 as consideration under a Merger Agreement, in exchange for shares and warrants of Airship AI at a defined conversion ratio at the effective time of the merger.

What is the purpose of this Amendment No. 1 to the Airship AI (AISP) Form 4?

The remarks state that this Amendment No. 1 is filed to update the original Form 4 dated 12/18/2025 and to report and consolidate all direct and indirect holdings as direct holdings for the reporting person.

How do the Airship AI (AISP) stock options held by the insider vest?

The filing explains that the reported stock options vest quarterly over four years, providing a gradual vesting schedule for the insider’s option grants.