XTI Aerospace Director Receives 78K Stock Options, $2 Strike

Rhea-AI Filing Summary

Soumya Das, a director of XTI Aerospace, Inc. (XTIA), received a grant of stock options on 09/04/2025 covering 78,000 shares. The options have a $2 exercise price, were issued under the companys Amended and Restated 2018 Employee Stock Incentive Plan, and expire on 09/04/2035. One-third of the options vested on the grant date; the remainder vests in equal quarterly installments over two years, making 78,000 shares beneficially owned by Mr. Das immediately after the grant. The Form 4 was signed by Soumya Das on 09/08/2025 and indicates the filing is by a single reporting person who is a company director.

Positive

• Director alignment: The grant creates direct equity ownership for a company director, aligning interests with shareholders.
• Immediate vesting: One-third vested on grant date, providing near-term ownership and retention signal.
• Standard plan usage: Options were granted under the Issuers Amended and Restated 2018 Employee Stock Incentive Plan, indicating use of an established compensation framework.

Negative

• No performance conditions disclosed: The grant appears to be time‑based only, with no stated performance hurdles tied to company metrics.
• Potential dilution: The issuance of 78,000 options could dilate existing shareholders depending on outstanding shares, though the Form 4 does not state total share count.

Insights

Securities Analyst

TL;DR: Director received time‑based options for 78,000 shares at $2, vesting partially immediately and expiring in 2035.

The grant increases the directors direct alignment with shareholder outcomes by creating potential future equity exposure tied to stock price appreciation above $2. The immediate one‑third vesting provides near‑term ownership while the remaining vesting schedule ties retention incentives to the next two years. The option term of ten years is standard for many plans and the use of the Amended and Restated 2018 Plan confirms plan governance. No cash proceeds or sales are reported.

Corporate Governance Expert

TL;DR: A director-level equity award with staggered vesting aligns incentives but appears routine and non‑accelerated.

The disclosure shows customary governance mechanics: grant under an established equity plan, a defined vesting schedule with immediate partial vesting, and full identification of the reporting person and relationship to the issuer. There is no indication of performance conditions, transfers, or related party transactions beyond the director grant, and the filing follows Section 16 reporting requirements.

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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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^*

Das Soumya

(Last) (First) (Middle)

C/O XTI AEROSPACE, INC.

8123 INTERPORT BLVD, SUITE C

(Street)

ENGLEWOOD CO 80112

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
XTI Aerospace, Inc. [ XTIA ]

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)
09/04/2025

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 Option (Right to Buy Common Stock)	$2	09/04/2025		A		78,000		(1)	09/04/2035	Common Stock	78,000	$0(2)	78,000	D

Explanation of Responses:

1. One-third of the stock options vested on the grant date, and the remainder will vest in equal quarterly installments over a two year period.

2. The stock options were granted under the Issuer's Amended and Restated 2018 Employee Stock Incentive Plan.

	/s/ Soumya Das	09/08/2025
	** 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 XTIA director Soumya Das receive on 09/04/2025?

Mr. Das was granted 78,000 stock options with a $2 exercise price, expiring on 09/04/2035.

How much of the option grant vested immediately for XTIA insider Soumya Das?

One-third of the options vested on the grant date; the remainder vests in equal quarterly installments over two years.

Under which plan were the XTIA options granted?

The options were granted under the issuers Amended and Restated 2018 Employee Stock Incentive Plan.

How many options does Soumya Das beneficially own after the reported transaction?

Following the grant, Mr. Das beneficially owned 78,000 shares represented by the options.

Who filed the Form 4 for the XTIA transaction and when was it signed?

The Form 4 was signed by /s/ Soumya Das on 09/08/2025.