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

Rhea-AI Filing Summary

Mark E. Scott, Chief Financial Officer of Airship AI Holdings, Inc. (AISP), filed a Form 4 reporting changes in his beneficial ownership on 08/08/2025. The filing shows the conversion of pre-existing Airship AI options pursuant to the Merger Agreement and reports 43,952 shares of common stock held directly following the reported transaction.

The Form 4 also discloses derivative holdings including an option to purchase 43,952 shares (exercise price $0.57; original grant received 12/21/2023; expiration 01/15/2032), 25,000 options (exercise $1.49; exercisable 03/01/2024; expiration 03/01/2034) held indirectly, 100,000 options (exercise $2.86; expiration 08/16/2034), and 30,000 options (exercise $3.27; expiration 03/04/2035). The filing also discloses 14,650 earnout rights held indirectly that are payable upon specified operating and share-price milestones and are subject to the reporting person’s continued service; some options vest quarterly over four years.

Positive

• 43,952 shares of common stock reported as held directly following the merger-related conversion
• Converted option to purchase 43,952 shares at an exercise reference of $0.57 (originally granted 12/21/2023; expiration 01/15/2032)
• Additional option grants disclosed: 25,000 (exercise $1.49; indirect), 100,000 (exercise $2.86; direct), and 30,000 (exercise $3.27; direct)
• 14,650 earnout rights held indirectly, payable upon specified operating and share-price milestones (subject to continued service)
• Vesting schedule disclosed for some options: quarterly vesting over four years

Negative

• None.

Insights

Financial Analyst

TL;DR: Routine Form 4 shows merger-driven conversion of pre-existing options into issuer securities and reports direct and indirect option positions.

The filing documents a conversion of previously held Airship AI options under the Merger Agreement, resulting in 43,952 shares held directly after the transaction dated 08/08/2025. It itemizes multiple option grants with exercise prices from $0.57 to $3.27 and expirations through 2035, plus 14,650 earnout rights contingent on performance milestones and continued service. No cash purchases or dispositions are reported; this is a disclosure of ownership and derivative positions following the merger conversion.

Corporate Governance Expert

TL;DR: CFO retained converted options, additional option grants and earnout rights; disclosures show direct and indirect holdings and vesting/contingency terms.

The Form 4 clarifies the nature of the reporting person’s holdings: certain securities are held directly (including 43,952 common shares and options listed as direct), while others are held indirectly by entities controlled by the reporting person (including 25,000 options and 14,650 earnout rights), with the filer disclaiming beneficial ownership except to the extent of pecuniary interest. Vesting and earnout conditions are stated explicitly (quarterly vesting over four years for some options; earnouts tied to operating and share-price milestones and continued service).

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^*

SCOTT MARK E

(Last) (First) (Middle)

C/O AIRSHIP AI HOLDINGS, INC.

8210 154TH AVENUE NE, SUITE 120

(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)

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

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

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	08/08/2025		M		43,952	D	$0.57	43,952	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
Options(1)	$0.57	08/08/2025		M			43,952	12/21/2023	01/15/2032	Common Stock	43,952	$0	0	D
Earnout Rights	(3)							(3)	(3)	Common Stock	14,650		14,650	I	See footnote(2)
Options	$1.49							03/01/2024	03/01/2034	Common Stock	25,000		25,000	I	See footnote(2)
Options	$2.86							(4)	08/16/2034	Common Stock	100,000		100,000	D
Options	$3.27							(4)	03/04/2035	Common Stock	30,000		30,000	D

Explanation of Responses:

1. Represents options to purchase shares of common stock of the Issuer received on December 21, 2023, 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 options 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.

2. Held by various entities controlled by the Reporting Person. The Reporting Person has voting and dispositive power over the securities held by such entities. The Reporting Person disclaims beneficial ownership of such securities, except to the extent of his pecuniary interest therein.

3. Pursuant to earnout provisions in the Merger Agreement and subject to the Reporting Person's continued service to the Issuer, 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.

	By: /s/ Mark E. Scott	08/08/2025
	** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

Who filed the Form 4 for Airship AI (AISP)?

Mark E. Scott, the Chief Financial Officer of Airship AI Holdings, Inc., filed the Form 4.

What was the transaction date reported on the Form 4 for AISP?

08/08/2025 is the transaction date shown on the filing.

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

The filing reports 43,952 shares of common stock held directly following the reported transaction.

What option positions and exercise prices are disclosed by the AISP filer?

Options disclosed include 43,952 at $0.57 (converted), 25,000 at $1.49 (indirect), 100,000 at $2.86 (direct), and 30,000 at $3.27 (direct).

What are the earnout rights reported for AISP?

The filer reports 14,650 earnout rights held indirectly, payable upon certain operating performance and share-price milestones and subject to continued service.

Does the filing indicate any vesting schedule for the options?

Yes; the filing states that some options vest quarterly over four years.