XTI Aerospace Insider Grant: 1,512,200 Options to CFO; 10-Year Term

Rhea-AI Filing Summary

XTI Aerospace, Inc. (XTIA) reported a Form 4 showing a grant of 1,512,200 stock options to reporting person Brooke Turk, who is identified as the company’s Chief Financial Officer and a director. The options have an exercise price of $2 and an expiration date of 09/04/2035. One-third of the options vested on the grant date and the remainder vests in equal quarterly installments over two years. Following the grant, the reporting person beneficially owns 1,512,200 shares/options in total. The Form 4 was signed by an attorney-in-fact on 09/08/2025.

Positive

• Clear alignment of executive incentives through multi-year option vesting tying compensation to future stock performance
• Immediate retention effect as one-third of options vested on the grant date

Negative

• Potential dilution from a large option grant (1,512,200 options) though total share base is not disclosed
• No disclosure in this Form 4 of company-wide outstanding shares or the grant’s accounting/cost impact, limiting investor assessment

Insights

Corporate Governance Expert

TL;DR: Large multi-year option grant to CFO aligns compensation with long-term shareholder value but dilutes potential equity.

The grant of 1,512,200 options to the CFO, with one-third vesting immediately and the balance over two years, is a substantial executive award disclosed under Section 16. The long 10-year term to 2035 and $2 exercise price are explicit terms. From a governance perspective, the award structure ties a material portion of the executive’s pay to future stock performance and retention. The Form 4 shows direct beneficial ownership post-grant equals the full award amount. The filing is a routine insider disclosure and provides clear vesting mechanics and plan authority.

Compensation Analyst

TL;DR: Option quantity and vesting indicate a significant incentive grant; cost and dilution depend on current share count not provided here.

The option grant details are explicit: 1,512,200 options, $2 strike, exercisable under the 2018 Employee Stock Incentive Plan, with immediate vesting of one-third and remaining vesting quarterly over two years. This is a sizeable equity award in absolute terms. The filing does not include the company’s outstanding share count or fair-value accounting impact, so direct assessment of dilution or expense cannot be made from this document alone. The disclosure meets 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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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^*

Turk Brooke

(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)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Financial Officer

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		1,512,200		(1)	09/04/2035	Common Stock	1,512,200	$0(2)	1,512,200	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/ John Griffo, Attorney-in-fact for Brooke Turk	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 the Form 4 filed for XTIA report?

The Form 4 reported a grant of 1,512,200 stock options to Brooke Turk, XTIA’s Chief Financial Officer and director.

What are the option terms disclosed in the XTIA Form 4?

Exercise price $2, expiration 09/04/2035, one-third vested on grant, remainder vests quarterly over two years.

Under which plan were the XTIA options granted?

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

How many XTIA shares/options does the reporting person own after the transaction?

1,512,200 shares/options beneficially owned following the reported transaction.

When was the Form 4 signed and filed?

The Form 4 signature by attorney-in-fact is dated 09/08/2025, and the transaction date is 09/04/2025.