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

Rhea-AI Filing Summary

Ranjan Peeyush, a director of Airship AI Holdings, Inc. (AISP), reported changes in beneficial ownership on Form 4. The filing shows a disposition of 9,767 shares of common stock on 09/03/2025. The report also documents derivative holdings: previously issued options exercisable for 43,952 and 131,857 shares from grants dated 12/21/2023, 29,302 earnout rights, and a new option grant on 09/03/2025 for 20,000 options with a $4.25 exercise price and an expiration date of 09/03/2035. The filing notes that certain options were received pursuant to a merger agreement and that earnout rights vest subject to performance and continued service. The new 20,000 options vest quarterly over four years.

Positive

• New option grant of 20,000 shares with a long 10-year term (expires 09/03/2035) aligns executive incentives with long-term performance
• Vesting over four years (quarterly) indicates retention-focused compensation
• Earnout rights totaling 29,302 shares remain in place and are tied to performance milestones, aligning management incentives with shareholder outcomes

Negative

• Disposition of 9,767 common shares by the director on 09/03/2025 reduces their direct share ownership
• Significant outstanding option positions (43,952 and 131,857 underlying shares) could be dilutive if exercised

Insights

Securities Analyst

TL;DR: Director reported a small sale of common shares and received a standard long-dated option grant that vests over four years.

The Form 4 discloses a disposal of 9,767 common shares and the receipt of a 20,000-option grant exercisable at $4.25 through 2035. Existing option positions from 12/21/2023 remain sizable (43,952 and 131,857 underlying shares) and include earnout rights of 29,302 shares contingent on future milestones. For investors, the filing documents routine insider compensation and post-merger option conversions rather than an extraordinary corporate development. The vesting schedule for the new grant is quarterly over four years, indicating retention-focused incentives.

Corporate Governance Expert

TL;DR: Transaction appears governance-standard: director compensation via options and a small share disposition; earnout rights remain contingent.

The disclosure ties option awards to the Merger Agreement and conversion mechanics, confirming these equity instruments arise from the company’s prior merger arrangements. Earnout rights are explicitly contingent on operating and share-price milestones and the reporting person’s continued service, which preserves alignment with shareholder outcomes. The filing contains no indications of abrupt leadership change or material transfer of control.

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^*

Ranjan Peeyush

(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		10% Owner
	Officer (give title below)		Other (specify below)

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								9,767	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							12/21/2023	01/15/2032	Common Stock	43,952		43,952	D
Options(1)	$1.64							12/21/2023	08/06/2033	Common Stock	131,857		131,857	D
Earnout Rights	(2)							(2)	(2)	Common Stock	29,302		29,302	D
Options	$4.25	09/03/2025		A		20,000		(3)	09/03/2035	Common Stock	20,000	$0	20,000	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. 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.

3. Options vest quarterly over 4 years.

	By: /s/ Peeyush Ranjan	09/04/2025
	** Signature of Reporting Person	Date
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FAQ

What did AISP director Ranjan Peeyush report on Form 4?

The filing reports a disposition of 9,767 common shares and the acquisition of a 20,000-option grant exercisable at $4.25 with expiration 09/03/2035.

When were the transactions reported by the AISP insider made?

The reported transactions have a transaction date of 09/03/2025.

What are the terms of the new option grant reported for AISP?

The new grant is for 20,000 options at a $4.25 exercise price, exercisable through 09/03/2035, and vests quarterly over four years.

Are there any contingent shares or earnouts disclosed in the filing?

Yes. The filing discloses 29,302 earnout rights that convert to common stock upon meeting specified operating and share-price milestones and continued service.

Do the filings reference the merger agreement?

Yes. Certain options disclosed were received upon conversion pursuant to the Merger Agreement dated June 27, 2023 (as amended), and converted at the merger's Conversion Ratio.