XTI Aerospace Form 4: Director receives 153,000 options, $2 strike

Rhea-AI Filing Summary

Irfan Kareem M, a director of XTI Aerospace, Inc. (XTIA), was granted stock options for 153,000 shares on 09/04/2025 under the company’s Amended and Restated 2018 Employee Stock Incentive Plan. The options carry an exercise price of $2 and expire on 09/04/2035. The filing shows 153,000 underlying shares beneficially owned by the reporting person following the grant, held in a direct ownership form. The grant will vest in equal quarterly installments over one year from the grant date.

Insights

Securities Analyst

TL;DR: Director received a time‑based option grant for 153,000 shares at a $2 exercise price, expiring in 2035.

The reported Form 4 documents a non-derivative grant of stock options to a director under the issuer’s 2018 plan. The grant size—153,000 options—represents the change in beneficial ownership shown on the filing. The options vest quarterly over one year from the 09/04/2025 grant date and expire on 09/04/2035 with an exercise price of $2. This is a routine insider compensation disclosure that updates share-based incentive ownership.

Corporate Governance Expert

TL;DR: A director-level option grant was reported; vesting is quarterly over one year and governed by the 2018 incentive plan.

The Form 4 confirms the grant was made under the company’s Amended and Restated 2018 Employee Stock Incentive Plan and specifies vesting and expiration terms. The filing is a required disclosure of changes in beneficial ownership and contains no additional conditions or deviations disclosed in this submission.

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^*

Irfan Kareem M

(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		153,000		(1)	09/04/2035	Common Stock	153,000	$0(2)	153,000	D

Explanation of Responses:

1. The stock options will vest in equal quarterly installments over a one year period from the date of grant.

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

	/s/ Kareem Irfan	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 the Form 4 for XTIA report on 09/08/2025?

The Form 4 reports that director Irfan Kareem M was granted 153,000 stock options on 09/04/2025, exercised at $2, expiring on 09/04/2035.

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 do the granted options vest?

The options will vest in equal quarterly installments over one year from the grant date.

How many shares does the reporting person beneficially own after the transaction?

The filing shows 153,000 shares beneficially owned following the reported transaction, held directly.

What is the relationship of the reporting person to XTIA?

The reporting person, Irfan Kareem M, is identified as a Director of the issuer.