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

Rhea-AI Filing Summary

Derek Xu, Chief Operating Officer, Director and 10% owner of Airship AI Holdings, Inc. (AISP), filed a Form 4 reporting changes in his beneficial ownership. The filing shows a disposition of 74,719 shares and continued indirect beneficial ownership of 7,211,523 shares held by Airship Redmond Family Limited Partnership, for which Mr. Xu is the managing partner and disclaims beneficial ownership except for his pecuniary interest. The report also lists 1,344,951 warrants exercisable into common stock, 1,406,484 earnout rights held indirectly, vested and unvested options totaling 150,000 shares (100,000 vested, 50,000 granted 09/03/2025), and an additional 224,158 shares from other earnout-related holdings. Options vest quarterly over four years.

Positive

• Significant indirect ownership of 7,211,523 shares through Airship Redmond Family Limited Partnership indicating alignment with company performance
• Substantial derivative positions reported (1,344,951 warrants and 1,406,484 earnout rights) that reflect merger consideration and potential future upside if milestones are met
• Recent option grant of 50,000 shares (09/03/2025) plus existing vested options supports executive retention and alignment

Negative

• Disposition of 74,719 shares reported on 09/03/2025 which reduces direct holdings
• Potential dilution from large outstanding warrants (1,344,951) and earnout rights (1,406,484) if converted or earned

Insights

Securities Analyst

TL;DR: Insider sold a modest parcel but retains a large indirect stake and multiple derivative positions.

The reported 74,719-share disposition is small relative to the reported indirect stake of 7,211,523 shares held by Airship Redmond Family Limited Partnership, where Mr. Xu is managing partner. Material derivative positions include 1,344,951 warrants and 1,406,484 earnout rights that could dilute common equity if converted or earned. The filing also documents an option grant of 50,000 shares exercisable through 2035 and earlier options totaling 100,000 shares. For investors, the combination of large indirect ownership and significant derivative instruments suggests alignment with long-term outcomes while leaving potential dilution tied to earnouts and warrants.

Corporate Governance Expert

TL;DR: Director/officer disclosure is clear; ownership is largely indirect via a family partnership.

Disclosure appropriately states that Airship Redmond Family Limited Partnership is the record holder and that Mr. Xu is the managing partner with voting and dispositive power, while disclaiming beneficial ownership except for pecuniary interest. The filing documents compensation-related equity (options vesting quarterly over four years) and merger-related consideration (shares and warrants issued pursuant to the Merger Agreement). The earnout rights are noted but dependent on future milestones; their potential impact should be assessed when milestones are met and shares are issued.

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^*

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)
09/03/2025

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								7,211,523(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
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	09/03/2025		A		50,000		(5)	09/03/2035	Common Stock	50,000	$0	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	09/04/2025
	** 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.
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FAQ

What did Derek Xu report in the Form 4 for AISP?

The Form 4 reports a disposition of 74,719 shares, indirect beneficial ownership of 7,211,523 shares via Airship Redmond Family Limited Partnership, warrants of 1,344,951, earnout rights of 1,406,484, and options totaling 150,000 shares.

Does Derek Xu still control a large stake in Airship AI (AISP)?

Yes. The filing shows an indirect position of 7,211,523 shares held by Airship Redmond Family Limited Partnership for which Mr. Xu is the managing partner with voting and dispositive power.

Are there any newly granted equity awards to Derek Xu?

Yes. The filing shows a newly reported option grant of 50,000 shares dated 09/03/2025, plus existing options of 100,000 shares; options vest quarterly over four years.

What are the earnout rights disclosed in the Form 4?

The filing lists 1,406,484 earnout rights that may convert into common stock if certain operating and share-price milestones in the Merger Agreement are achieved.

How many warrants does Derek Xu hold that could convert to common stock?

The report shows 1,344,951 warrants with an exercise price of $1.77 and an expiration date of 05/08/2027.