ScanTech (STAI) CEO Reports Forfeiture of 207,256 Restricted Stock Units

Rhea-AI Filing Summary

ScanTech AI Systems Inc. director and Chief Executive Officer Dolan Falconer reported a voluntary forfeiture of 207,256 restricted stock units granted May 2, 2025, under the 2023 Equity Incentive Plan. Following the forfeiture, Mr. Falconer beneficially owns 864,072 shares of common stock. The Form 4 lists the transaction date as 09/03/2025 and the filing signature date as 09/04/2025. The filing identifies Falconer as both a director and the CEO and indicates the Form was filed by one reporting person.

Insights

Corporate Governance Expert

TL;DR: A CEO/director voluntarily forfeited restricted stock units, reducing future equity dilution but leaving substantial share ownership intact.

The reported voluntary forfeiture of 207,256 restricted stock units removes those potential shares from future issuance, which can modestly affect potential dilution metrics depending on plan replenishment. The filing confirms Falconer retains 864,072 beneficially owned shares and that he serves as both CEO and director. This is a routine insider reporting event; materially it does not indicate a change in control or a sale of existing holdings.

Securities Analyst

TL;DR: Insider forfeited RSUs; the transaction is a non-cash change in potential equity, reported promptly on Form 4.

The Form 4 shows a disposition code for 207,256 RSUs granted May 2, 2025, with a $0 price reflecting forfeiture rather than a market sale. Post-transaction beneficial ownership is 864,072 shares. For investors, this is a disclosure of executive compensation mechanics rather than an indication of trading intent or liquidity event.

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^*

Falconer Dolan

(Last) (First) (Middle)

1735 ENTERPRISE DRIVE

(Street)

BUFORD GA 30518

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
ScanTech AI Systems Inc. [ STAI ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Executive 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	09/03/2025		D		207,256(1)	D	$0	864,072	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

Explanation of Responses:

1. Represents a voluntary forfeiture of restricted stock units that were granted on May 2, 2025 pursuant to the 2023 ScanTech AI Systems Inc. Equity Incentive Plan.

	/s/ Dolan Falconer	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.
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 did ScanTech AI Systems (STAI) reporting person Dolan Falconer do on 09/03/2025?

He executed a voluntary forfeiture of 207,256 restricted stock units that had been granted May 2, 2025.

How many ScanTech (STAI) shares does Dolan Falconer beneficially own after the transaction?

Following the forfeiture, he beneficially owns 864,072 shares of common stock.

Was the Form 4 filed jointly or by one reporting person for STAI?

The Form 4 indicates it was filed by one reporting person (Dolan Falconer).

Does the Form 4 indicate a cash sale or market transaction for the forfeited RSUs?

No; the filing shows a $0 price for the 207,256 units, reflecting a forfeiture rather than a cash sale.

What roles does Dolan Falconer hold at ScanTech AI Systems according to the filing?

The filing lists him as both a Director and the Chief Executive Officer of the issuer.