XTI Aerospace insider grant: 2.62M options to CEO Pomeroy

Rhea-AI Filing Summary

Scott Pomeroy, identified as Director and Chief Executive Officer of XTI Aerospace, Inc. (XTIA), acquired 2,621,100 stock options on 09/04/2025. The filing shows the award as an acquisition of derivative securities under the companys Amended and Restated 2018 Employee Stock Incentive Plan. One-third of the options vested on the grant date and the remainder vests in equal quarterly installments over two years. The options reference an exercise price of $2 and an expiration date of 09/04/2035. The filing is signed by an attorney-in-fact on behalf of Mr. Pomeroy.

Positive

• Options granted under the companys Amended and Restated 2018 Employee Stock Incentive Plan, indicating a pre-established compensation framework.
• One-third of the options vested on the grant date, providing immediate alignment between the CEO and shareholders.

Negative

• Large option award of 2,621,100 shares could be dilutive depending on the companys outstanding share count (outstanding shares not disclosed in this filing).
• Filing lacks contextual metrics such as total outstanding shares, grant valuation, or percentage of ownership change, limiting assessment of materiality.

Insights

Corporate Governance Expert

TL;DR: A CEO/director option grant of 2.62M shares was recorded with partial immediate vesting under the company's 2018 incentive plan.

The Form 4 documents a sizeable equity award to the reporting person who serves as both Director and CEO, with one-third vesting immediately and the remainder vesting quarterly over two years. The options carry an exercise-price reference of $2 and an expiration in 2035, and they were granted under the issuers Amended and Restated 2018 Employee Stock Incentive Plan. This is a standard disclosure of insider compensation activity required under Section 16; the filing itself does not include additional context such as total outstanding shares or potential dilution percentages.

Executive Compensation Analyst

TL;DR: The award structure mixes immediate and time-based vesting, aligning short-term and multi-year retention incentives.

The option grant shows a typical mix of immediate vesting (one-third) and continued vesting over two years, which combines immediate reward with retention-based incentives. The instrument is a stock option with an exercise-price reference of $2 and an expiration date of 09/04/2035. The Form 4 notes the grant was made under the companys 2018 plan. The filing does not disclose grant valuation, accounting treatment, or the impact on outstanding share count.

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^*

Pomeroy Scott

(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
X	Officer (give title below)		Other (specify below)
	Chief Executive 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		2,621,100		(1)	09/04/2035	Common Stock	2,621,100	$0(2)	2,621,100	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 Scott Pomeroy	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

Who filed the Form 4 for XTIA and what is their role?

Scott Pomeroy, identified as a Director and the Chief Executive Officer of XTI Aerospace, Inc., is the reporting person.

What was granted to Scott Pomeroy on 09/04/2025?

2,621,100 stock options were acquired, as reported in the Form 4 dated 09/04/2025.

What are the vesting and expiration terms shown in the filing?

One-third vested on the grant date, the remainder vests in equal quarterly installments over two years, and the options show an expiration date of 09/04/2035.

What is the exercise price for the options reported on the Form 4?

The filing shows an exercise/conversion price reference of $2 for the derivative security.

Under what plan were the options granted?

The options were granted under the issuers Amended and Restated 2018 Employee Stock Incentive Plan.