Airship AI (AISP) CFO receives 50,000 stock options grant

Rhea-AI Filing Summary

Airship AI Holdings, Inc. Chief Financial Officer Mark E. Scott reported an award of options for 50,000 shares on March 4, 2026. The options carry a stated exercise price of $0.0000 per share and, according to a footnote, vest quarterly over four years.

Following this grant, Scott directly holds various option positions, including blocks of 100,000, 50,000, and 30,000 options, as well as 43,952 shares of common stock. He also has indirect interests in 14,650 earnout rights and 25,000 options through entities he controls, where he has voting and dispositive power but disclaims beneficial ownership beyond his pecuniary interest. The earnout rights may convert into common stock if specified operating and share price milestones in a merger agreement are achieved while he continues serving the company.

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^*

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)
03/04/2026

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								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
Earnout Rights	(1)							(1)	(1)	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							(3)	08/16/2034	Common Stock	100,000		100,000	D
Options	$3.27							(3)	03/04/2035	Common Stock	30,000		30,000	D
Options	$4.25							(3)	09/03/2035	Common Stock	50,000		50,000	D
Options	$2.72	03/04/2026		A		50,000		(3)	03/04/2036	Common Stock	50,000	$0	50,000	D

Explanation of Responses:

1. 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.

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. Options vest quarterly over 4 years.

	By: /s/ Mark E. Scott	03/06/2026
	** 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

What insider transaction did AISP’s CFO report on this Form 4?

Airship AI’s CFO Mark E. Scott reported receiving an award of options for 50,000 shares on March 4, 2026. The options have a stated exercise price of $0.0000 per share and represent a new acquisition of derivative securities rather than an open‑market stock purchase.

How do the new options granted to AISP’s CFO vest over time?

The newly granted 50,000 options to Airship AI’s CFO vest quarterly over four years. This schedule means portions of the award become exercisable every quarter, aligning his long‑term incentives with the company’s performance and encouraging continued service during the full vesting period.

What direct equity and option holdings does AISP’s CFO report after this filing?

After the reported transactions, the CFO directly holds 43,952 shares of common stock and multiple option positions, including blocks of 100,000, 50,000, and 30,000 options. These positions reflect his personal, direct economic interest in Airship AI’s equity, separate from any indirectly held securities.

What are the earnout rights reported for AISP’s CFO and how are they triggered?

The Form 4 notes 14,650 earnout rights tied to a merger agreement. Subject to Mark E. Scott’s continued service, these rights may convert into Airship AI common stock if certain operating performance and share price milestones are achieved during specified earnout periods defined in that agreement.

How are AISP securities held indirectly by entities associated with the CFO treated?

Some options and earnout rights are held by entities controlled by the CFO, where he has voting and dispositive power. The filing states he disclaims beneficial ownership of these securities except to the extent of his pecuniary interest, clarifying how economic exposure is allocated across those controlled entities.

Does this AISP Form 4 reflect any insider stock sales by the CFO?

The summarized data show an award of 50,000 options to the CFO and updates to his direct and indirect holdings, but no reported sales transactions. The transaction code for the grant is classified as a grant, award, or other acquisition rather than a sale or disposition of shares.