XTI Aerospace Insider Report: 153,000 Options to Director, Vesting Over 1 Year

Rhea-AI Filing Summary

XTI Aerospace director Axton Tensie was granted 153,000 stock options on 09/04/2025 under the companys Amended and Restated 2018 Employee Stock Incentive Plan. The options have a $2 conversion/exercise price and vest in equal quarterly installments over one year from grant, making them fully vested after four quarters. The options carry an exercise/expiration schedule showing exercisability beginning on the grant date and an expiration date of 09/04/2035, and are reported as directly beneficially owned following the grant. This filing discloses an insider equity award to a director rather than a purchase or sale of stock.

Positive

• Clear alignment of director incentives via equity awarded under the 2018 Employee Stock Incentive Plan
• Definitive grant terms disclosed: 153,000 options, $2 exercise price, vesting quarterly over one year, expiration 09/04/2035
• Direct beneficial ownership reported, meeting Section 16 transparency requirements

Negative

• None.

Insights

Corporate Governance Expert

TL;DR: Routine director equity grant aligned with typical retention practices.

The Form 4 reports a standard equity compensation award: 153,000 options to a director with quarterly vesting over one year and a decade-long expiration. Granting options to directors under the 2018 Incentive Plan is a common retention and alignment tool. The direct ownership disclosure follows Section 16 reporting requirements. No amendment or sale is reported, and the award appears intended to align director incentives with shareholder value over a long-term horizon.

Securities Analyst

TL;DR: Non-cash grant disclosed; limited immediate market impact absent further context.

The entry shows a non-derivative disclosure of a stock option award: 153,000 options at a $2 exercise price, vesting quarterly over one year, expiring 09/04/2035. As a Form 4 notification, it informs investors of insider potential future share issuance if exercised. Without information on the company's outstanding share count or other concurrent transactions, this single grant is unlikely to be material by itself.

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

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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^*

Axton Tensie

(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/ Tensie Axton	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 XTI Aerospace insider Axton Tensie receive according to the Form 4?

The Form 4 reports a grant of 153,000 stock options to director Axton Tensie on 09/04/2025.

What are the exercise price and expiration date of the options reported on XTIA Form 4?

The options have a $2 exercise/conversion price and an expiration date of 09/04/2035.

How do the granted options vest according to the filing?

The options vest in equal quarterly installments over one year, becoming fully vested after four quarters.

Under which plan were the options granted to the XTIA director?

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

Does the Form 4 indicate the options were acquired or sold in an open-market transaction?

No; the filing discloses a stock option grant (an equity award), not an open-market purchase or sale.