[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 changes in his beneficial ownership on Form 4. The filing shows a sale of 134,719 shares of common stock on 08/19/2025. It also reports that Airship Kirkland Family Limited Partnership (for which Mr. Huang is managing partner) holds 3,393,123 shares indirectly. The filing lists multiple derivative holdings received previously in connection with the merger on December 21, 2023, including options, stock appreciation rights, warrants and earnout rights representing significant potential common shares. A separate public-warrant-related transaction of 12,000 AISPW units was reported the same date.

Positive

• Continued significant indirect ownership: Airship Kirkland Family Limited Partnership holds 3,393,123 shares, indicating ongoing alignment with shareholder interests.
• Substantial derivative holdings from merger: Options, SARs, warrants and earnout rights collectively underlie a material number of common shares, aligning executive compensation with company performance.

Negative

• Insider disposition on 08/19/2025: Sale of 134,719 common shares was reported, representing a realized reduction in direct shareholdings.
• Potential dilution from derivative instruments: The outstanding options, SARs, warrants and earnout rights could increase share count if converted or vested.

Insights

Securities Analyst

TL;DR: Insider sold 134,719 shares; retains significant indirect stake via partnership and holds multiple derivative awards.

The reported sale of 134,719 common shares on 08/19/2025 is a clear disposition by the CEO, while 3,393,123 shares remain under the control of Airship Kirkland Family Limited Partnership, where he is managing partner. The filing documents previously received equity awards from the Merger Agreement dated December 21, 2023, including options, SARs, warrants and earnout rights that convert into material common-share exposure. This combination—a current sale plus large indirect and derivative holdings—creates both realized liquidity and ongoing alignment with shareholder outcomes.

Corporate Governance Expert

TL;DR: Director/officer disclosed routine insider sale and continued substantial indirect and contingent ownership through partnership and earnouts.

The Form 4 shows the reporting person acting in multiple roles (Director, 10% owner, CEO/Chairman). The disclosure that Airship Kirkland Family Limited Partnership is the record holder and that Victor Huang disclaims direct beneficial ownership except for pecuniary interest is standard governance disclosure. The numerous derivative instruments and earnout rights originated from the Merger Agreement and remain documented, reflecting contingent compensation and potential future dilution that investors should note when assessing ownership concentration.

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)
08/19/2025

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)	08/19/2025		P		12,000		08/19/2025	12/21/2028(8)	Common Stock	12,000	$1.5234	76,125	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	08/20/2025
	** 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 filing reports a sale of 134,719 common shares on 08/19/2025 and discloses indirect ownership of 3,393,123 shares held by Airship Kirkland Family Limited Partnership.

How much indirect ownership does the reporting person control for AISP?

Victor Huang is the managing partner of Airship Kirkland Family Limited Partnership, which holds 3,393,123 common shares; he disclaims beneficial ownership except for any pecuniary interest.

What derivative securities related to AISP are disclosed by the reporting person?

The form lists options, stock appreciation rights, warrants, and earnout rights originating from the Merger Agreement on December 21, 2023, representing substantial potential common shares.

Was there any public-warrant activity reported for AISP?

Yes; the filing reports a public-warrant (AISPW) transaction showing 12,000 AISPW units with an indicated exercise/adjustment reference and associated common shares.

Do the filings show when the equity awards were originally granted?

Yes; the derivative instruments and shares reported were received on December 21, 2023 pursuant to the Merger Agreement described in the form.