4/A: Airship AI COO Derek Xu Amends Ownership, Gifts Shares

Airship AI Holdings, Inc. COO Derek Xu filed an amended Form 4 to consolidate his beneficial ownership reporting and disclosed a gift of over 2 million common shares.

Summary

• Derek Xu, Chief Operating Officer, Director, and 10% Owner of Airship AI Holdings, Inc. (AISP), filed an amended Form 4 (Form 4/A).
• The amendment's stated purpose is to report and consolidate all direct and indirect holdings as direct holdings.
• A disposition of 2,063,322 shares of common stock occurred on December 18, 2025, via a gift (transaction code G) at a price of $0.
• Following this reported transaction, Xu beneficially owns 5,222,920 shares of common stock directly.
• Holdings also include 1,344,951 warrants to purchase common stock at an exercise price of $1.77, expiring on May 8, 2027.
• Xu holds 1,630,642 earnout rights, which are contingent on the achievement of specific operating performance and share price milestones.
• Additionally, Xu holds 100,000 options with an exercise price of $2.86 (expiring August 16, 2034) and 50,000 options with an exercise price of $4.25 (expiring September 3, 2035), both vesting quarterly over 4 years.
• The common stock and warrants were originally received on December 21, 2023, as consideration from the merger agreement dated June 27, 2023 (amended September 22, 2023) involving Airship AI Holdings, Inc. (formerly BYTE Acquisition Corp.) and Airship AI, Inc.

Sentiment

Score: 4

Explanation: The sentiment is slightly negative due to the disposition of a significant number of shares by gift from a key insider, even though the amendment aims to clarify reporting. While the remaining holdings are substantial, the reduction in stake could be viewed with caution.

Positives

• The amendment clarifies and consolidates the reporting person's beneficial ownership, enhancing transparency for investors.
• Significant remaining insider ownership (5,222,920 common shares, plus derivatives) indicates continued alignment of the COO's interests with shareholders.

Negatives

• The reported disposition of 2,063,322 shares of common stock as a gift at $0 reduces the overall beneficial ownership of a key insider, which could be interpreted negatively by the market.

Risks

• Earnout rights are contingent on future operating performance and share price milestones, introducing uncertainty regarding their ultimate value and conversion into common stock.
• The value of options is subject to the company's future stock price performance and the fulfillment of vesting schedules.

Future Outlook

Earnout rights are contingent on the company achieving specific operating performance and share price milestones during applicable earnout periods, indicating future performance targets. Options vest quarterly over four years, linking a portion of executive compensation to sustained future performance.

Management Comments

• The Reporting Person files this Amendment No. 1 to its original Form 4 dated 12/18/2025 to report and consolidate all Direct and Indirect holdings as Direct holdings.

Industry Context

This filing is specific to insider ownership reporting and does not provide broader industry context or trends.

Related Party Transactions

• The common stock and warrants were received as consideration in a merger involving Airship AI, Inc. (the company being acquired) and BYTE Acquisition Corp. (the acquiring entity, now Airship AI Holdings, Inc.). Derek Xu was associated with Airship AI, Inc. prior to the merger.

Stakeholder Impact

• Shareholders: Provides updated transparency regarding a key insider's beneficial ownership structure, including a reduction in direct holdings due to a gift.
• Management: The amendment clarifies the reporting person's compliance with SEC regulations regarding beneficial ownership.

Next Steps

• Achievement of operating performance and share price milestones for earnout rights conversion.
• Continued vesting of stock options over the next four years.

Key Dates

Keywords

Airship AI Holdings, AISP, Derek Xu, Form 4/A, Insider Ownership, Beneficial Ownership, Common Stock, Warrants, Earnout Rights, Stock Options, Merger Agreement, Corporate Governance