[Form 4] Airship AI Holdings, Inc. Insider Trading Activity

Rhea-AI Filing Summary

Victor Huang, CEO and Chairman of Airship AI Holdings, Inc. (AISP), reported transactions on Form 4 dated 08/25/2025 reflecting a disposition of 134,719 shares of common stock on 08/22/2025. The filing shows Huang beneficially controls 3,393,123 shares indirectly through Airship Kirkland Family Limited Partnership and disclaims direct beneficial ownership except for pecuniary interest. The report lists extensive derivative holdings including options for 1,749,335 shares, stock appreciation rights for 1,758,105 shares, earnout rights for 1,750,094 shares, and warrants for 1,564,951 shares (various exercise prices and expirations). A public warrant exercise/transfer of 84,125 shares at an indicated price is also reported.

Positive

• Clear disclosure of indirect beneficial ownership (3,393,123 shares) through Airship Kirkland Family Limited Partnership
• Extensive derivative holdings documented (options, SARs, earnout rights, warrants) with exercise prices and expiration dates provided
• Footnotes explain that many positions arose from the Merger Agreement and include vesting/exercise schedules

Negative

• Reported disposition of 134,719 shares on 08/22/2025
• Significant potential dilution exists given large derivative instruments aggregating millions of underlying shares

Insights

Securities Analyst

TL;DR: Insider reported a modest open-market disposition but retains significant indirect and derivative economic exposure.

The Form 4 documents a disposal of 134,719 common shares while confirming that the reporting person, as managing partner of Airship Kirkland Family Limited Partnership, retains voting and dispositive power over 3,393,123 shares. Material derivative positions include options, SARs, earnout rights and warrants that represent potential future equity dilution and economic exposure. For investors, the filing updates insider ownership and potential future share issuance but does not provide additional company operational metrics.

Corporate Governance Expert

TL;DR: Transaction shows routine insider activity and clear disclosure of indirect ownership through a family partnership.

The disclosure clarifies beneficial ownership structure and lists multiple classes of derivatives converted or held per the Merger Agreement dated in 2023. The filing includes footnotes explaining conversions, earnout mechanics and expiration/vesting schedules for several instruments. The documentation is thorough from a compliance perspective and helps stakeholders understand potential dilution timelines tied to earnouts, vesting and warrant expirations.

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

OMB APPROVAL

OMB Number:			3235-0287
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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^*

Huang Victor

(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)
	CEO and Chairman of the BOD

3. Date of Earliest Transaction (Month/Day/Year)
08/22/2025

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

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								134,719	D
Common Stock								3,393,123(1)	I	See footnote(2)

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
Options(3)	$0.12							12/21/2023	01/15/2032	Common Stock	1,749,335		1,749,335	I	See footnote(2)
Stock Appreciation Rights(4)	$0.12							12/21/2023	02/16/2032	Common Stock	1,758,105		1,758,105	I	See footnote(2)
Warrants(5)	$1.77							12/21/2023	05/08/2027	Common Stock	1,344,951		1,344,951	D
Earnout Rights	(6)							(6)	(6)	Common Stock	1,750,094		1,750,094	I	See footnote(2)
Options	$2.86							(7)	08/16/2034	Common Stock	100,000		100,000	D
Warrant	$2.36							09/27/2024	09/27/2029	Common Stock	220,000		220,000	D
Public Warrant (AISPW shares)	$4.5(8)	08/22/2025		P		2,000		08/22/2025	12/21/2028(8)	Common Stock	2,000	$1.5	84,125	D

Explanation of Responses:

1. Represents 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. Airship Kirkland Family Limited Partnership is the record holder of the securities reported herein. Victor Huang is the managing partner of Airship Kirkland Family Limited Partnership and as such has voting and dispositive power over these securities. Mr. Huang disclaims beneficial ownership of the securities held by Airship Kirkland Family Limited Partnership, except to the extent of his pecuniary interest therein.

3. Represents options to purchase shares of common stock of the Issuer received on December 21, 2023, pursuant to the Merger Agreement, upon the conversion of options 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.

4. Represents stock appreciation rights denominated in shares of common stock of the Issuer received on December 21, 2023, pursuant to the Merger Agreement, upon the conversion of stock appreciation rights denominated in 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.

5. 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.

6. 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.

7. Options vest quarterly over 4 years.

8. Public Warrant (AISPW shares) Exercise Price subject to adjustment and expire five years after the closing of the merger on December 21, 2023, or earlier upon redemption or liquidation.

	By: /s/ Victor Huang	08/25/2025
	** 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).
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FAQ

What did Victor Huang report on Form 4 for AISP?

The Form 4 reports a disposition of 134,719 common shares on 08/22/2025 and discloses indirect beneficial ownership and multiple derivative holdings.

How many AISP shares does Victor Huang control indirectly?

The filing states Mr. Huang has voting and dispositive power over 3,393,123 shares through Airship Kirkland Family Limited Partnership.

What derivative securities does the Form 4 disclose?

The Form 4 lists options (1,749,335 shares), stock appreciation rights (1,758,105 shares), earnout rights (1,750,094 shares), and warrants (1,344,951 and others) with specified prices and expirations.

Does the Form 4 explain the origin of these securities?

Yes. Footnotes state many securities were received on 12/21/2023 pursuant to the Merger Agreement converting prior Airship AI instruments at the Merger conversion ratio.

Are there any exercisable options or public warrant events noted?

The filing shows various exercisable instruments and notes a public warrant (AISPW) item and an indicated transfer/exercise resulting in 84,125 shares reported.