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Airship AI (AISP) president details option grants and 155,843-share earnout

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

Airship AI Holdings, Inc. President Paul M. Allen reported his current equity holdings, rather than new buying or selling activity. He directly holds 151,948 shares of common stock after the reported date.

He also holds several option awards on common stock, including 59,000 underlying shares at an exercise price of $2.72 per share expiring on March 4, 2036, 50,000 shares at $4.25 expiring on September 3, 2035, 300,000 and 100,000 shares each at $3.27 expiring on March 4, 2035, and 150,000 shares at $2.86 expiring on August 16, 2034. Another option grant covers 835,059 shares at $0.57 per share expiring on January 16, 2032.

Footnotes explain that certain options were received in connection with a merger and convert prior Airship AI options at a defined conversion ratio. Allen also holds 155,843 Earnout Rights, which may deliver additional common shares if specified operating and share price performance milestones under the merger agreement are achieved, and the options vest quarterly over four years.

Positive

  • None.

Negative

  • None.
Insider Allen Paul M.
Role President
Type Security Shares Price Value
holding Options -- -- --
holding Earnout Rights -- -- --
holding Options -- -- --
holding Options -- -- --
holding Options -- -- --
holding Options -- -- --
holding Options -- -- --
holding Common Stock -- -- --
Holdings After Transaction: Options — 835,059 shares (Direct, null); Earnout Rights — 155,843 shares (Direct, null); Common Stock — 151,948 shares (Direct, null)
Footnotes (1)
  1. Represents options to purchase shares of common stock of the Issuer received on December 21, 2023 (the "Converted Stock Options"), 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. Pursuant to earnout provisions in the Merger Agreement and subject to the Reporting Person's continued service to the Issuer and the vesting conditions applicable to the Converted Stock Options, 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. Options vest quarterly over 4 years.
Direct common shares 151,948 shares Common stock held directly after transactions on April 20, 2026
Options at $2.72 59,000 underlying shares at $2.72/share Options on common stock expiring March 4, 2036
Options at $4.25 50,000 underlying shares at $4.25/share Options on common stock expiring September 3, 2035
Options at $3.27 (large grant) 300,000 underlying shares at $3.27/share Options on common stock expiring March 4, 2035
Options at $2.86 150,000 underlying shares at $2.86/share Options on common stock expiring August 16, 2034
Options at $0.57 835,059 underlying shares at $0.57/share Options on common stock expiring January 16, 2032
Earnout Rights 155,843 rights Rights to receive common shares upon meeting merger performance milestones
Converted Stock Options financial
"Represents options to purchase shares of common stock of the Issuer received on December 21, 2023 (the "Converted Stock Options"),"
Merger Agreement regulatory
"pursuant to that certain Merger Agreement, dated as of June 27, 2023 (as amended on September 22, 2023..."
A merger agreement is a binding contract that lays out the exact terms for two companies to combine, including the price, what each side will deliver, and the conditions that must be met before the deal is completed. Investors care because it sets the timetable, payouts and risks — like a blueprint or prenup that shows whether the deal is likely to close, how ownership will change, and what could cancel or alter the payout they expect.
Conversion Ratio financial
"The Reporting Person received the reported options upon the conversion of options ... at the Conversion Ratio, as defined in the Merger Agreement,"
The conversion ratio is the number of common shares an investor receives when a convertible security (like a bond or preferred share) or an exchangeable instrument is turned into ordinary stock. It matters because it tells investors how much ownership or dilution will occur — similar to knowing how many slices you get when you trade in a coupon — and directly affects the value you get from the convertible and the company’s future share count.
Earnout Rights financial
"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"
vest quarterly over 4 years financial
"Options vest quarterly over 4 years."
SEC Form 4
FORM 4UNITED 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
Estimated average burden
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*
Allen Paul M.

(Last)(First)(Middle)
C/O AIRSHIP AI HOLDINGS, INC.
8210 154TH AVE NE

(Street)
REDMOND WASHINGTON 98052

(City)(State)(Zip)

UNITED STATES

(Country)
2. Issuer Name and Ticker or Trading Symbol
Airship AI Holdings, Inc. [ AISP ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director10% Owner
XOfficer (give title below)Other (specify below)
President
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
04/20/2026
6. Individual or Joint/Group Filing (Check Applicable Line)
XForm filed by One Reporting Person
Form filed by More than One Reporting Person
4. If Amendment, Date of Original Filed (Month/Day/Year)

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)
CodeVAmount(A) or (D)Price
Common Stock151,948D
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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Options(1)$0.5712/21/202301/16/2032Common Stock835,059835,059D
Earnout Rights(2) (2) (2)Common Stock155,843155,843D
Options$2.86 (3)08/16/2034Common Stock150,000150,000D
Options$3.2703/04/202503/04/2035Common Stock100,000100,000D
Options$3.27 (3)03/04/2035Common Stock300,000300,000D
Options$4.25 (3)09/03/2035Common Stock50,00050,000D
Options$2.72 (3)03/04/2036Common Stock59,00059,000D
Explanation of Responses:
1. Represents options to purchase shares of common stock of the Issuer received on December 21, 2023 (the "Converted Stock Options"), 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 and the vesting conditions applicable to the Converted Stock Options, 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.
Remarks:
The Reporting Person files this Form 4 to reflect the Options(1) expiration date extension to 01/16/2032.
By: /s/ Paul Allen04/23/2026
** Signature of Reporting PersonDate
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.
* Form 4: SEC 1474 (03-26)

FAQ

What did Airship AI (AISP) President Paul M. Allen report in this Form 4?

Paul M. Allen reported his existing holdings of Airship AI equity, not new trades. The filing lists 151,948 common shares, multiple option grants with various strike prices and expirations, and 155,843 Earnout Rights tied to performance milestones under a merger agreement.

How many Airship AI (AISP) common shares does Paul M. Allen hold directly?

Paul M. Allen holds 151,948 shares of Airship AI common stock directly. This figure reflects his ownership after the reported date and provides a snapshot of his direct equity stake as President of the company at that time.

What stock options on AISP does Paul M. Allen hold according to the filing?

Allen holds several option grants on Airship AI common stock, including blocks over 59,000 shares at $2.72, 50,000 at $4.25, 300,000 and 100,000 at $3.27, 150,000 at $2.86, and 835,059 at $0.57, all with long-dated expirations.

What are the Earnout Rights reported by Airship AI (AISP) President Paul M. Allen?

Allen holds 155,843 Earnout Rights linked to Airship AI common stock. Under the merger agreement, these may convert into shares if specified operating performance and share price milestones are achieved while he continues serving and related options meet vesting conditions.

How were some of Paul M. Allen’s Airship AI (AISP) options received?

A portion of Allen’s options were received as Converted Stock Options in the Airship AI merger. Pre-merger options in Airship AI were converted into Airship AI Holdings options using a defined Conversion Ratio as of the merger’s effective time under the merger agreement.

How do Paul M. Allen’s Airship AI (AISP) options vest over time?

The filing notes that the options vest quarterly over four years. This means Allen’s right to exercise the granted options increases gradually each quarter, spreading the vesting schedule evenly across the four-year period defined in the award terms.