SEC Form SCHEDULE 13D filed by XTI Aerospace Inc.

The address for the principal business office of the Reporting Person is 15505 Wright Brothers Dr., Addison, TX 75001.

Scott Pomeroy is the Chief Executive Officer, Chairman and Director of the Issuer. The Issuer is a U.S.-based aerospace company focused on building and scaling a market-leading UAS solutions platform serving enterprise, public safety, government, and defense customers, while maintaining long-term optionality in advanced vertical lift aircraft development.

During the last five years, the Reporting Person has not been convicted in any criminal proceeding (excluding traffic violations or similar misdemeanors).

During the last five years, the Reporting Person has not been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

United States.

The Reporting Person beneficially owns 2,407,199 shares of common stock of the Issuer, which consists of (i) 1,429 shares of common stock and (ii) 2,405,770 shares of common stock issuable upon exercise of certain stock options that are exercisable within sixty days from the date of this Schedule 13D (the "Vested Options"). The stock options were granted as part of the Reporting Person's compensation as Chief Executive Officer of the Issuer and did not require the payment of additional consideration at the time of grant.

The Reporting Person is filing this Schedule 13D to report that he has acquired securities of the Issuer in connection with his service as Chief Executive Officer of the Issuer, which are further described below. On June 12, 2024, the Issuer, as approved by the Issuer's board of directors (the "Board"), issued stock options to the Reporting Person exercisable for up to 11,251 shares of common stock, which were issued pursuant to the Issuer's Amended and Restated 2018 Employee Stock Incentive Plan (the "Plan"). These stock options vest in three (3) equal annual installments, with the first installment vesting on the first anniversary of the grant date. On September 4, 2025, the Issuer, as approved by the compensation committee of the Board (the "Compensation Committee"), issued stock options to the Reporting Person exercisable for up to 2,621,100 shares of common stock, which were issued pursuant to the Plan. One-third (1/3) of these stock options vested on the grant date, and the remainder vest in equal quarterly installments over a two (2) year period. On December 30, 2025, the Issuer, as approved by the Compensation Committee, issued stock options to the Reporting Person exercisable for up to 2,621,100 shares of common stock, which were issued pursuant to the Plan. One-third (1/3) of these stock options vested on the grant date, and the remainder vest in equal quarterly installments over a two (2) year period. As of the date of this Schedule 13D, 2,405,770 shares of common stock are issuable upon the exercise of the Vested Options. Except as set forth herein, the Reporting Person has no present plans or proposals that relate to or would result in any of the actions required to be described in subsections (a) through (j) of Item 4 of Schedule 13D. The Reporting Person may, at any time, review or reconsider his positions with respect to the Issuer and formulate plans or proposals with respect to any of such matters, but except as described herein, he has no present intention of doing so.

The percentages reported in this Schedule 13D are calculated based on 38,472,204 shares of common stock issued and outstanding as of March 31, 2026, as reported in the Issuer's most recent Annual Report on Form 10-K for the year ended December 31, 2025, and includes (i) 1,429 shares of common stock and (ii) 2,405,770 shares of common stock issuable upon the exercise of the Vested Options. Aggregate number of shares beneficially owned: 2,407,199 Percentage: 6.26%

The following sets forth, as of the date of this Schedule 13D, the aggregate number of ordinary shares as to which each Reporting Person has the sole power to vote or to direct the vote, shared power to vote or to direct the vote, sole power to dispose or to direct the disposition of or shared power to dispose or to direct the disposition of: Number of shares to which the Reporting Person has: (i) Sole power to vote or to direct the vote: 2,407,199; (ii) Shared power to vote or to direct the vote: 0; (iii) Sole power to dispose or to direct the disposition of: 2,407,199; and (iv) Shared power to dispose or to direct the disposition of: 0.

Other than pursuant to the transactions described in this Schedule 13D, the Reporting Person has not acquired or disposed of any shares of common stock during the past sixty days.

None.

Not applicable.

The stock options granted to the Reporting Person described in Item 4 above were granted pursuant to the Plan and the Issuer's standard form of stock option agreements governing grants of stock options under the Plan, copies of which have been previously filed by the Issuer with the Securities and Exchange Commission. Other than the foregoing, there are no contracts, arrangements, understandings or relationships (legal or otherwise) between the Reporting Person and any other person with respect to any securities of the Issuer.

Exhibit Number Description 1. Amended and Restated XTI Aerospace, Inc. 2018 Employee Stock Incentive Plan (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K, filed with the SEC on August 21, 2025). 2. Form of Non-Qualified Stock Option Agreement pursuant to the Amended and Restated XTI Aerospace, Inc. 2018 Employee Stock Incentive Plan (incorporated by reference to Exhibit 10.3 to the Company's Current Report on Form 8-K, filed with the SEC on August 21, 2025).