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XAIR Board cuts director option strike to $1.95; terms unchanged

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

Rhea-AI Filing Summary

Beyond Air, Inc. (XAIR) reported a Form 4 showing an option repricing approved by its Board on November 4, 2025. The exercise price of certain director stock options was reduced to $1.95 per share, which was the closing price of the company’s common stock on November 3, 2025. All other terms of the options remain unchanged.

The filing reflects paired transactions where options previously carrying a $10.80 exercise price were disposed and corresponding options with a $1.95 exercise price were acquired. Table entries include examples of 187 option units repriced per line item. The options were granted under the company’s Amended and Restated 2013 Equity Incentive Plan and continue to vest as previously reported, subject to the reporting person’s continued service.

Positive

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Negative

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Insights

Director options repriced to $1.95; terms otherwise unchanged.

Beyond Air reduced the exercise price of certain director stock options to $1.95 per share, aligning with the prior trading close on November 3, 2025. The mechanism shown is a cancel-and-regrant (or administrative adjustment) reflected as dispositions at $10.80 and acquisitions at $1.95, with identical option counts per line.

Vesting continues per the original schedule under the 2013 Equity Incentive Plan, contingent on continued service. The filing lists specific entries of 187 options per item, indicating the scope of adjustments for those grants.

Actual impact depends on future exercises and holder decisions. Subsequent filings may provide additional context on aggregate option totals affected across all grants.

Insider Goodman Robert Scott
Role Director
Type Security Shares Price Value
Disposition Stock Options (Right to buy) 187 $0.00 --
Grant/Award Stock Options (Right to buy) 187 $0.00 --
Disposition Stock Options (Right to buy) 187 $0.00 --
Grant/Award Stock Options (Right to buy) 187 $0.00 --
Holdings After Transaction: Stock Options (Right to buy) — 0 shares (Direct)
Footnotes (1)
  1. On November 4, 2025, the Issuer's Board of Directors approved an option repricing, effective as of November 4, 2025, reducing the exercise price to $1.95 per share, the closing price of the Issuer's common stock on November 3, 2025. All of the other terms of the options remain unchanged. This stock option award was issued pursuant to the Company's Amended and Restated 2013 Equity Incentive Plan, as amended, (the "|2013 Plan") and becomes exercisable in accordance with the vesting schedule specified in the award agreement and as previously reported on applicable Form-4, subject to the Reporting Person's continued service with the Issuer as of the applicable vesting date.
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Form 4 Insider Transactions: What Each Field Means →
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
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*
Goodman Robert Scott
(Last) (First) (Middle)
C/O BEYOND AIR, INC.
900 STEWART AVENUE, SUITE 301
(Street)
GARDEN CITY NY 11530
(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Beyond Air, Inc. [ XAIR ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
11/04/2025
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
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
Stock Options (Right to buy) $10.8 11/04/2025 D(1) 187 (2) (2) Common Stock 187 (1) 0 D
Stock Options (Right to buy) $1.95 11/04/2025 A(1) 187 (2) (2) Common Stock 187 (1) 187 D
Stock Options (Right to buy) $10.8 11/04/2025 D(1) 187 (2) (2) Common Stock 187 (1) 0 D
Stock Options (Right to buy) $1.95 11/04/2025 A(1) 187 (2) (2) Common Stock 187 (1) 187 D
Explanation of Responses:
1. On November 4, 2025, the Issuer's Board of Directors approved an option repricing, effective as of November 4, 2025, reducing the exercise price to $1.95 per share, the closing price of the Issuer's common stock on November 3, 2025. All of the other terms of the options remain unchanged.
2. This stock option award was issued pursuant to the Company's Amended and Restated 2013 Equity Incentive Plan, as amended, (the "|2013 Plan") and becomes exercisable in accordance with the vesting schedule specified in the award agreement and as previously reported on applicable Form-4, subject to the Reporting Person's continued service with the Issuer as of the applicable vesting date.
/s/ Goodman Robert Scott 11/06/2025
** 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.

Source: View Original Filing on SEC EDGAR

FAQ

What did Beyond Air (XAIR) report in this Form 4?

A Board-approved option repricing on November 4, 2025, lowering certain stock option exercise prices to $1.95 per share.

What is the new exercise price for the repriced options at XAIR?

The new exercise price is $1.95 per share, the closing price on November 3, 2025.

Were other option terms changed for the XAIR director options?

No. The filing states that all other terms of the options remain unchanged.

Which plan governs these Beyond Air options?

The options were issued under the Amended and Restated 2013 Equity Incentive Plan.

How does the Form 4 show the repricing mechanics?

It lists dispositions of options at $10.80 and acquisitions at $1.95, including entries of 187 options per line.

Does vesting change for the repriced XAIR options?

No. Vesting continues per the prior schedule, subject to the reporting person’s continued service.