[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 a sale of 134,719 shares of the issuer's common stock on 08/14/2025, reducing his direct holdings. The filing shows Mr. Huang retains indirect beneficial ownership of 3,393,123 shares through Airship Kirkland Family Limited Partnership, for which he is the managing partner and over which he disclaims direct beneficial ownership except to the extent of his pecuniary interest.

The Form 4 also discloses multiple derivative positions: options and stock appreciation rights exercisable for large blocks of common stock, warrants, and earnout rights that could convert into additional shares if contractual milestones are met. These holdings indicate continued material economic exposure to AISP through indirect equity and derivative interests.

Positive

• Maintains substantial indirect ownership of 3,393,123 common shares via Airship Kirkland Family Limited Partnership, indicating continued economic interest.
• Significant derivative holdings (options, stock appreciation rights, warrants, earnout rights) that align insider incentives with company performance and potential long-term upside.

Negative

• Direct disposition of 134,719 common shares was reported, representing insider selling activity.
• Multiple derivative instruments and potential earnouts create potential future dilution if exercised or earned, affecting existing shareholders.

Insights

Financial Analyst

TL;DR: Insider sold a modest number of shares while retaining substantial indirect equity and multiple derivative positions, preserving economic exposure to AISP.

The reported disposition of 134,719 common shares is notable but small relative to the large indirect position of 3,393,123 shares held by the family partnership. The filing lists options (1,849,335 total exercisable/held across grants), stock appreciation rights (1,758,105), warrants (including 1,344,951 and other warrants), and earnout rights for 1,750,094 shares, which together represent significant potential dilution if exercised or earned. For investors, the mix of direct sale and large indirect/derivative holdings suggests the reporting person is realizing some liquidity while maintaining long-term exposure through non-direct holdings.

Corporate Governance Expert

TL;DR: Director and CEO executed a reported sale but continues to control substantial partnership-held shares and derivative rights.

The disclosure clarifies that Airship Kirkland Family Limited Partnership is the record holder of the majority indirect stake and Victor Huang is its managing partner with voting and dispositive power, while disclaiming direct beneficial ownership except for pecuniary interest. From a governance perspective, this confirms concentrated insider influence via a controlled vehicle rather than direct personal holdings. The presence of earnout rights tied to performance milestones and sizable option/warrant positions underscores potential future changes in share count and insider alignment with company milestones.

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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hours per response:			0.5

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)
08/14/2025

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)	08/14/2025		P		10,000		08/14/2025	12/21/2028(8)	Common Stock	10,000	$1.6056	53,000	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 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	08/15/2025
	** Signature of Reporting Person	Date
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FAQ

What transaction did Victor Huang report on the Form 4 for AISP?

The Form 4 reports a disposition of 134,719 shares of common stock by Victor Huang, recorded with a transaction date of 08/14/2025.

How many AISP shares does Victor Huang beneficially own after the reported transaction?

The filing shows indirect beneficial ownership of 3,393,123 shares through Airship Kirkland Family Limited Partnership; direct beneficial ownership following the transaction is reported as reduced by the sale.

Does Victor Huang control the shares held by the partnership?

Yes. The filing states Mr. Huang is the managing partner of Airship Kirkland Family Limited Partnership and has voting and dispositive power over the reported securities, while disclaiming direct beneficial ownership except for pecuniary interest.

What derivative securities does the Form 4 disclose for AISP?

Reported derivative positions include options, stock appreciation rights, warrants, and earnout rights that correspond to large numbers of common shares and could convert into equity under their terms.

Are there earnout or milestone-based shares disclosed in the filing?

Yes. The Form 4 discloses Earnout Rights for 1,750,094 common shares that vest upon specified operating and share price performance milestones per the merger agreement.