[Form 4] XTI Aerospace, Inc. Insider Trading Activity

Rhea-AI Filing Summary

XTI Aerospace, Inc. (XTIA) reported an insider equity grant to Arthur Tobin, its Chief Strategy Officer and a director. On 09/04/2025 Mr. Tobin was granted stock options to buy 1,512,200 shares of common stock with an exercise price of $2 per share. One-third of the options vested on the grant date; the remainder vests in equal quarterly installments over two years, and the options expire on 09/04/2035. The awards were granted under the company's Amended and Restated 2018 Employee Stock Incentive Plan. The Form 4 was signed by Mr. Tobin on 09/08/2025.

Positive

• Retention alignment: One-third of options vested immediately with remaining vesting over two years to encourage continued service
• Transparency: Filing discloses exercise price, vesting schedule, expiration date, and plan under which options were granted

Negative

• Potential dilution: Grant of 1,512,200 options could dilute existing shareholders if exercised, but total share count is not provided
• Limited governance context: Form 4 does not disclose board approval rationale, performance conditions, or impact on executive pay ratios

Insights

Securities Analyst

TL;DR: Large option grant to a senior officer aligns incentives but may dilute shareholders if exercised.

The grant of 1,512,200 options at a $2 exercise price represents a significant award in absolute terms and creates potential future dilution if exercised. Vesting structure—one-third immediate, remainder over two years—ties compensation to tenure and likely to continued service, which can support retention. The long expiration (10 years) is typical for inducement and retention grants. The filing contains no information about total outstanding shares, current share count, or whether the grant was an inducement award, so impact on ownership percentages and dilution cannot be quantified from this Form 4 alone.

Corporate Governance Expert

TL;DR: Grant follows a standard equity-compensation pattern but lacks context to judge proportionality.

The disclosure confirms the award was issued under the 2018 Employee Stock Incentive Plan and includes a clear vesting schedule. From a governance perspective, immediate vesting of one-third may be reasonable for recruitment/retention, but the absence of board justification, grant approval details, or link to performance metrics limits assessment of alignment with shareholder interests. The Form 4 alone does not show whether the grant was approved by disinterested directors or how it fits into total executive pay.

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^*

Arthur Tobin

(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 Strategy 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/ Tobin Arthur	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.
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 Arthur Tobin report on Form 4 for XTIA?

The Form 4 reports a grant of 1,512,200 stock options to Arthur Tobin on 09/04/2025 with a $2 exercise price and a 09/04/2035 expiration.

How do the options vest in the XTIA Form 4 filing?

One-third of the options vested on the grant date and the remainder vests in equal quarterly installments 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.

Does the Form 4 show how many shares Mr. Tobin owns after the grant?

The Form 4 shows 1,512,200 options/underlying shares reported following the transaction, but it does not provide the company's total outstanding share count.

When was the Form 4 signed and filed by the reporting person?

The Form 4 bears the signature of Arthur Tobin dated 09/08/2025.