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

Rhea-AI Filing Summary

Airship AI Holdings insider Derek Xu, the company’s Chief Operating Officer, director and 10% owner, reported changes in his holdings as of 12/18/2025. The filing shows indirect beneficial ownership of 5,148,171 shares of common stock through Airship Redmond Family Limited Partnership as described in footnote (2), and 1,031,661 shares each held by AX Redmond Capital Trust and VX Redmond Capital Trust.

Xu also reports derivative positions, including 1,344,951 warrants with a $1.77 exercise price expiring on 05/08/2027, and earnout rights tied to up to 1,406,484 and 224,158 shares of common stock, which become issuable only if operating and share price milestones in the merger agreement are met. In addition, he holds 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, which vest quarterly over four years.

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)

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								74,719	D
Common Stock	12/18/2025		G		2,063,322	D	$0	5,148,171(1)	I	See footnote(2)
Common Stock	12/18/2025		G		1,031,661	A	$0	1,031,661	I	AX Redmond Capital Trust
Common Stock	12/18/2025		G		1,031,661	A	$0	1,031,661	I	VX Redmond Capital Trust

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(3)	$1.77							12/21/2023	05/08/2027	Common Stock	1,344,951		1,344,951	D
Earnout Rights	(4)							(4)	(4)	Common Stock	1,406,484		1,406,484	I	See footnote(2)
Earnout Rights	(4)							(4)	(4)	Common Stock	224,158		224,158	D
Options	$2.86							(5)	08/16/2034	Common Stock	100,000		100,000	D
Options	$4.25							(5)	09/03/2035	Common Stock	50,000		50,000	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 Redmond Family Limited Partnership is the record holder of the securities reported herein. Derek Xu is the managing partner of Airship Redmond Family Limited Partnership and as such has voting and dispositive power over these securities. Mr. Xu disclaims beneficial ownership of the securities held by Airship Redmond Family Limited Partnership, except to the extent of his pecuniary interest therein.

3. 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.

4. 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.

5. Options vest quarterly over 4 years.

	By: /s/ Derek Xu	12/18/2025
	** Signature of Reporting Person	Date
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