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

Rhea-AI Filing Summary

Airship AI Holdings, Inc. (AISP) Form 4: Mark E. Scott, the company’s Chief Financial Officer, reported multiple transactions on 09/03/2025 and filed the Form 4 on 09/04/2025. The filing shows a disposition of 43,952 shares of common stock. It also discloses earnout rights covering 14,650 shares held indirectly, and various option positions: 25,000 and 100,000-option tranches, plus other option activity including a 50,000-share acquisition tied to options with exercise prices listed ($1.49, $2.86, $3.27, $4.25).

The filing notes that certain securities are held by entities controlled by the reporting person and that options vest quarterly over four years. The earnout rights are subject to Merger Agreement milestones and the reporting person’s continued service.

Positive

• Continued service of Mark E. Scott as CFO is explicitly referenced, preserving executive continuity.
• Retention incentives remain in place: earnout rights for 14,650 shares and multiple option grants with disclosed exercise prices and vesting schedules, aligning management with shareholder outcomes.
• Detailed disclosure of transactions, holdings, option strikes, and vesting demonstrates regulatory compliance and transparency.

Negative

• Disposition of 43,952 common shares reported, representing an insider sale that may be viewed negatively by some investors.
• Indirect holdings are held through entities with a disclaimer of beneficial ownership, which can obscure direct economic exposure and complicate ownership analysis.

Insights

Securities Analyst

TL;DR: CFO sold a material block of shares and continues to hold options and earnout rights, indicating active insider disposition and ongoing equity incentives.

The 43,952-share disposition is a clearly reported sale, which is material given typical insider trade scrutiny. Concurrently, the CFO retains economic exposure through indirect holdings of 14,650 earnout shares and multiple option positions with specified strikes and maturities. The filing documents option vesting schedules and earnout conditions tied to the Merger Agreement, showing ongoing incentive alignment while allowing insiders to monetize some equity.

Corporate Governance Expert

TL;DR: Disclosure is complete on reported transactions; earnout and option holdings remain under the reporting person’s control but are partially disclaimed as held by entities.

The Form 4 explains indirect holdings managed through entities controlled by the reporting person and includes a disclaimer of beneficial ownership except for pecuniary interest. That clarification is important for governance transparency. Earnout provisions tied to performance milestones and continued service are explicitly referenced, which is typical in merger-related compensation structures.

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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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)
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								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	09/03/2025		A		50,000		(3)	09/03/2035	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	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 AISP CFO Mark E. Scott report on Form 4?

The Form 4 reports a disposition of 43,952 common shares, indirect holdings of 14,650 earnout shares, and multiple option positions with specified exercise prices and vesting terms.

When were the transactions reported for AISP Form 4?

The earliest transaction date listed is 09/03/2025, and the Form 4 bears the reporting signature date of 09/04/2025.

What option strikes and amounts are disclosed in the AISP filing?

Options disclosed include 25,000 and 100,000 share tranches and others with exercise prices of $1.49, $2.86, $3.27, and $4.25.

Are there any earnout rights noted in the filing?

Yes. The filing states earnout rights that could convert to 14,650 shares upon meeting operating and share price milestones under the Merger Agreement.

Does the reporting person hold securities indirectly?

Yes. Some securities are held by entities controlled by the reporting person, and the filing explains he has voting and dispositive power but disclaims beneficial ownership except for pecuniary interest.