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

Rhea-AI Filing Summary

Michael A. Tapp, Chief Operating Officer and Director of XTI Aerospace, Inc. (XTIA), reported a stock option grant on Form 4. The filing shows a grant dated 09/04/2025 for 1,613,000 stock options. The record lists an exercise/conversion price of $2 and also records a price field of $0 tied to the plan disclosure. One‑third of the options vested on the grant date and the remainder will vest in equal quarterly installments over two years. The grant was made under the issuer's Amended and Restated 2018 Employee Stock Incentive Plan. The report is signed by Michael A. Tapp on 09/19/2025.

Positive

• Large equity incentive granted to the COO and director (1,613,000 options), indicating alignment of management pay with shareholder outcomes
• Vesting schedule includes immediate vesting of one‑third on the grant date, which can aid in retention and immediate alignment

Negative

• Potential dilution from 1,613,000 options outstanding following the grant (materiality depends on total shares outstanding, not provided)
• Ambiguity in price fields—the filing shows an exercise/conversion price of $2 and also a $0 plan price entry, which requires clarification from company disclosures

Insights

Corporate Governance Expert

TL;DR: Large option grant to a senior executive; appears to be standard incentive-based compensation under the company plan.

The Form 4 discloses a single, sizable option award of 1,613,000 options to the Chief Operating Officer and Director. Vesting of one‑third on grant with the balance quarterly over two years is a structured retention schedule. The award is explicitly tied to the company’s Amended and Restated 2018 Employee Stock Incentive Plan, indicating it follows an established equity compensation framework. This filing is a routine disclosure of insider compensation rather than a transfer or sale.

Executive Compensation Analyst

TL;DR: The grant size is large in absolute terms; implications depend on total share count and outstanding equity not disclosed here.

The reported award of 1,613,000 stock options is material by size on the face of the filing. One‑third vesting immediately with accelerated quarterly vesting thereafter is consistent with retention and incentive practices. The form notes both a $2 conversion/exercise price and a plan reference showing $0 in a separate field; the filing text limits further interpretation, so additional company disclosures or cap table data would be needed to assess dilution or economic value to the executive.

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^*

Tapp Michael A

(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 Operating 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		1,613,000		(1)	09/04/2035	Common Stock	1,613,000	$0(2)	1,613,000	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/ Michael A Tapp	09/19/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What insider transaction did XTIA report on Form 4?

Michael A. Tapp, COO and Director, reported a grant of 1,613,000 stock options on 09/04/2025 under the company's 2018 Employee Stock Incentive Plan.

How do the options vest for Michael A. Tapp (XTIA)?

The filing states one‑third vested on the grant date and the remainder vests in equal quarterly installments over two years.

What exercise price is reported for the XTIA option grant?

The Form 4 lists a $2 conversion/exercise price and separately references a $0 price field tied to the plan; the filing does not further explain the discrepancy.

Under which plan were the XTIA options granted?

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

When was the Form 4 signed for the XTIA transaction?

The Form 4 is signed by Michael A. Tapp on 09/19/2025.