XTI Aerospace (XTIA) director awarded 907,300 zero-cost stock options

Rhea-AI Filing Summary

XTI Aerospace, Inc. director David E. Brody received a grant of stock options for 907,300 shares of common stock on January 29, 2026. The options have an exercise price of $0.00 per share, reflecting a compensatory award rather than an open-market purchase.

According to the vesting terms, one-third of the options vested immediately on the grant date, while the remaining two-thirds will vest in equal quarterly installments over a two-year period. The award was granted under XTI Aerospace’s Amended and Restated 2018 Employee Stock Incentive Plan, and all options are reported as directly owned by Brody after the transaction.

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

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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^*

BRODY DAVID E

(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)
01/29/2026

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)	$1.76	01/29/2026		A		907,300		(1)	01/29/2036	Common Stock	907,300	$0(2)	907,300	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/ David E Brody	03/02/2026
	** 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 did XTI Aerospace (XTIA) director David E. Brody receive in this filing?

Director David E. Brody received a grant of stock options for 907,300 shares of XTI Aerospace common stock. The options were awarded as compensation, with no purchase price paid per option, and are reported as directly owned following the grant.

What are the vesting terms of David E. Brody’s XTI Aerospace stock options?

One-third of the 907,300 stock options vested on the January 29, 2026 grant date. The remaining two-thirds will vest in equal quarterly installments over a two-year period, creating a staggered vesting schedule tied to ongoing service with XTI Aerospace.

At what price were the XTI Aerospace stock options granted to David E. Brody?

The stock options were granted with an exercise price of $0.00 per share. This indicates a compensatory award structure rather than a market purchase, aligning director incentives with XTI Aerospace’s equity-based compensation framework under its employee stock incentive plan.

Under which plan were David E. Brody’s XTI Aerospace options granted?

The stock options were granted under XTI Aerospace’s Amended and Restated 2018 Employee Stock Incentive Plan. This plan provides the framework for equity awards to eligible participants, including directors, aligning their compensation with the company’s long-term performance.

How many XTI Aerospace options does David E. Brody hold after this transaction?

After this grant, David E. Brody is reported as directly holding 907,300 stock options in XTI Aerospace. This total reflects the entire award amount, combining the portion that vested immediately with the balance scheduled to vest over the next two years.

Is David E. Brody’s XTI Aerospace option grant an open-market buy or compensation award?

The transaction is a compensation award, not an open-market purchase. The Form 4 describes it as a grant or award acquisition, with an exercise price of $0.00 per share, and notes that it was issued under the company’s employee stock incentive plan.