Airship AI (AISP) Form 4: Executive Options, Earnouts and 51,948-Share Sale
Rhea-AI Filing Summary
Insider transactions by Paul M. Allen, President and Officer of Airship AI Holdings, Inc. (AISP). The Form 4 reports a sale of 51,948 shares of common stock on 09/03/2025. The filing also details multiple option holdings and earnout rights converted from pre-merger Airship AI awards, including Converted Stock Options exercisable into 100,000, 150,000, 100,000, 300,000 and a newly acquired option for 50,000 shares vesting per stated schedules. Total underlying shares shown after transactions include 835,058, 155,843, and other option pools by grant. Some options have exercise prices from $0.57 to $4.25 and various expiration dates through 2035. Earnout shares are contingent on future performance and continued service. The report is signed on 09/04/2025.
Positive
- None.
Negative
- None.
Insights
TL;DR: Insider sold a modest block and retains substantial option exposure from converted pre-merger awards.
The sale of 51,948 shares on 09/03/2025 represents a discrete disposition by the company President but is small relative to total reported underlying option exposure. The filing highlights converted options from the Merger Agreement and multiple option grants with staggered vesting and expirations through 2035. Exercise prices range from $0.57 to $4.25, implying differing intrinsic value depending on current market price. Earnout rights remain contingent on performance and continued service, creating potential future dilution if achieved. Overall, this is routine insider activity following a merger conversion and option schedule rather than an unusual corporate event.
TL;DR: Transactions reflect standard post-merger option conversion and vesting mechanics, with contingent earnouts noted.
The Form 4 documents Converted Stock Options received under the Merger Agreement and subsequent option grants that vest quarterly over four years where specified. The presence of earnout rights tied to operating and share price milestones is material to potential future share issuance but is explicitly conditional. The direct ownership and options are reported as direct holdings. The filing appears complete and properly signed, with no amendments indicated. For governance, key points are the vesting schedules and earnout contingencies which align management incentives with performance.
Insider Trade Summary
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Grant/Award | Options | 50,000 | $0.00 | -- |
| holding | Options | -- | -- | -- |
| holding | Earnout Rights | -- | -- | -- |
| holding | Options | -- | -- | -- |
| holding | Options | -- | -- | -- |
| holding | Options | -- | -- | -- |
| holding | Common Stock | -- | -- | -- |
Footnotes (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.
FAQ
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