SCOTT MARK E 4

What Happened

• Mark E. Scott, Chief Financial Officer of Airship AI Holdings, Inc. (AISP), received a grant/award of 50,000 shares (reported as a derivative award) on March 4, 2026. The award is reported at $0.00 per share because it consists of earnout rights tied to future milestones rather than an immediate cash purchase.

Key Details

• Transaction date: 2026-03-04; Form 4 filed: 2026-03-06 (filed within the typical 2-business-day window).
• Grant details: 50,000 shares, $0.00 per share (derivative/earnout award).
• Shares owned after the transaction: Not disclosed in the provided filing excerpt.
• Notable footnotes from the filing:
  • F1: The award is an earnout right under the Merger Agreement and vests/settles only if specified operating and share-price performance milestones occur and the reporting person remains in service.
  • F2: Some securities noted in the filing are held by entities controlled by the reporting person; he disclaims beneficial ownership except for his pecuniary interest.
  • F3: Certain options referenced in the filing vest quarterly over four years (may apply to other grants in the filing).
• Transaction code: A = Award/Grant (derivative).

Context

• This is a conditional earnout award, not an immediate open-market purchase or sale. The shares will only be issued/realized if performance and price milestones in the merger agreement are met and the CFO remains employed — so it’s contingent, not an immediate transfer of tradable stock.
• Such awards are common in post-merger compensation structures; they indicate potential future upside if the company meets targets but do not reflect an immediate personal cash investment by the insider.