[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 insider transactions dated 08/18/2025. The filing shows a disposition of 134,719 shares of common stock, leaving 3,393,123 shares beneficially owned indirectly through Airship Kirkland Family Limited Partnership. The report also details derivative holdings converted in the December 21, 2023 merger: 1,749,335 options, 1,758,105 stock appreciation rights, 1,344,951 warrants, and 1,750,094 earnout rights (all reported as indirect). Separate derivative instruments held directly or disposed include a 100,000 option, a 220,000 warrant, and a reported public warrant exercise/transaction of 7,125 AISPW shares on 08/18/2025. Footnotes state the indirect holdings are held by a family limited partnership for which Mr. Huang is the managing partner and that many securities were received as merger consideration on 12/21/2023.

Positive

• None.

Negative

• Disposition of 134,719 common shares reported on 08/18/2025, indicating insider sale or transfer.
• Significant derivative-related dilution potential from 1,749,335 options, 1,758,105 stock appreciation rights, 1,344,951 warrants and 1,750,094 earnout rights converted at merger.

Insights

Securities Analyst

TL;DR: Insider sold 134,719 shares and executed/recorded several derivative transactions; meaningful indirect holdings remain concentrated via a family LP.

The filing discloses an outright disposition of 134,719 common shares and derivative activity that includes both indirect converted awards from the merger and direct option/warrant holdings. The concentration of beneficial ownership (3.39 million shares) in Airship Kirkland Family Limited Partnership means voting and disposition power rests with the partnership, with Mr. Huang as managing partner. For investors this is a routine Section 16 disclosure that increases transparency about insider liquidity and potential dilution from outstanding derivatives and earnouts converted at the merger.

Corporate Governance Expert

TL;DR: Filing is procedurally complete and clarifies indirect ownership through a family LP, but shows insider liquidity events.

The Form 4 appropriately attributes indirect holdings to the family limited partnership and includes requisite footnotes describing merger conversions and earnout mechanics. The 134,719-share disposition is an insider liquidity event; the report does not state the rationale. The presence of sizable converted options, SARs and earnout rights signals potential future dilution if earnouts vest or options are exercised. Overall this is a standard disclosure with neutral governance implications, assuming no undisclosed related-party transfers.

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)
08/18/2025

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)	08/18/2025		P		7,125		08/18/2025	12/21/2028(8)	Common Stock	7,125	$1.5561	64,125	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	08/19/2025
	** 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).
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FAQ

What did Victor Huang report on Form 4 for AISP?

He reported a disposition of 134,719 common shares on 08/18/2025 and detailed various derivative holdings and conversions related to the 12/21/2023 merger.

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

3,393,123 shares are reported as beneficially owned indirectly through Airship Kirkland Family Limited Partnership.

Which derivative holdings were disclosed in the Form 4?

Disclosed derivatives include 1,749,335 options, 1,758,105 SARs, 1,344,951 warrants, 1,750,094 earnout rights, a 100,000 option, and a 220,000 warrant with various exercise prices and expiration dates.

Were the reported securities received in connection with a merger?

Yes. Footnotes state many shares and derivative instruments were received as consideration pursuant to the Merger Agreement effective 12/21/2023.

Who holds the reported shares and why are they indirect?

Airship Kirkland Family Limited Partnership is the record holder; Victor Huang is the managing partner and disclaims beneficial ownership except to the extent of his pecuniary interest.