XTI Aerospace, Inc. 10-K

ITEM 9A: CONTROLS AND PROCEDURES Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by an issuer in the reports that it files or submits under the Exchange Act is accumulated and communicated to the issuer’s management, including its principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure. Evaluation of Disclosure Controls and Procedures We carried out an evaluation, under the supervision and with the participation of our management, including our chief executive officer (our principal executive officer) and our chief financial officer (our principal financial and accounting officer), of the effectiveness of the design and operation of our disclosure controls and procedures as of the end of the period covered by this report. The evaluation was undertaken in consultation with our accounting personnel. Based on that evaluation, our chief executive officer and our chief financial officer concluded that as of December 31, 2025, our disclosure controls and procedures were effective to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms. Report on Internal Control over Financial Reporting Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act. Our internal control system is designed to provide reasonable assurance regarding the preparation and fair presentation of financial statements for external purposes in accordance with generally accepted accounting principles. All internal control systems, no matter how well designed, have inherent limitations and can provide only reasonable assurance that the objectives of the internal control system are met. We have performed an evaluation of the effectiveness of our internal control over financial reporting, based on criteria established by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in its 2013 Internal Control-Integrated Framework. Based on that evaluation, our management, including our chief executive officer and chief financial officer, concluded that our internal control over financial reporting was effective as of December 31, 2025. Changes in Internal Control over Financial Reporting There have been no changes in our internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the fourth quarter of the last fiscal year that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. ITEM 9B: OTHER INFORMATION None of the Company’s directors or officers adopted , modified or terminated a Rule 10b5-1 trading arrangement or a non-Rule 10b5-1 trading arrangement during the Company’s fiscal quarter ended December 31, 2025, as such terms are defined under Item 408(a) of Regulation S-K. ITEM 9C: DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS Not applicable. 69 PART III ITEM 10: DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE The following table sets forth the names and ages of all of our current directors and executive officers. Our officers are appointed by, and serve at the pleasure of, the Company’s Board of Directors (sometimes referred to herein as the “Board”) and/or our Chief Executive Officer. Name Age Position Scott Pomeroy 64 Chief Executive Officer, Chairman and Director Brooke Turk 60 Chief Financial Officer Tobin Arthur 57 Chief Strategy Officer Michael Tapp 55 Chief Operating Officer David Brody 77 Director and Secretary Tensie Axton 58 Director Clinton Weber 49 Director Jonathan Ornstein 68 Director Changes in Directors and Executive Officers Kareem Irfan did not stand for re-election at the Company’s 2025 annual meeting of stockholders held on December 30, 2025, and ceased serving as a member of the Company’s Board of Directors upon the expiration of his term. Clinton Weber was elected to the Board at the 2025 annual meeting of stockholders. On January 29, 2026, Soumya Das resigned as Chief Executive Officer of the Company’s former Real Time Location System Division, and as a member of the Board of Directors. Effective February 1, 2026, the Board appointed Jonathan Ornstein as a director. Current Directors and Executive Officers Scott Pomeroy, Chairman and Chief Executive Officer. Mr. Pomeroy has served as our Chief Executive Officer and Chairman of the Board since March 2024, upon the closing of the XTI Merger. Prior to the merger, he served as Chief Financial Officer of Legacy XTI under a consulting arrangement from July 2022 until March 2024 and as a director of Legacy XTI from February 2023 until the closing of the merger. Mr. Pomeroy previously served as Chief Financial Officer of Dex Media, where he oversaw equity and debt capital raises totaling more than $10 billion. He was also the Chief Executive Officer and founder of Local Insight Media and co-founded Gen3 Financial Services, a boutique merchant bank providing capital raising and advisory services across multiple industries, including aerospace. In 2021 and 2022, he led capital raising efforts for a $50 million investment fund. Mr. Pomeroy has served on several boards of directors, including AVX Aircraft Company since 2009. Mr. Pomeroy began his career at KPMG Peat Marwick. He holds a Bachelor of Business Administration in Accounting from the University of New Mexico and is a Certified Public Accountant. 70 We believe Mr. Pomeroy’s extensive experience in capital markets, strategic transactions, and executive leadership qualifies him to serve as a member of our Board of Directors. Brooke Turk, Chief Financial Officer. Ms. Turk has served as our Chief Financial Officer since March 2024. Prior to her appointment, she served as a consultant to Legacy XTI from August 2023 until the closing of the XTI Merger. Since August 2011, Ms. Turk has been affiliated with Springboard Ventures, where she has provided chief financial officer services to multiple companies. During that time, she served as Chief Financial Officer of MADSKY from March 2017 to October 2018, The Champion Group from March 2020 to April 2025, Catalyst Solutions from February 2022 to May 2023, and CB Scientific Inc. from November 2021 to September 2025. Over her career, Ms. Turk has been involved in mergers and acquisitions, divestitures, restructurings, debt and equity financings, a Chapter 11 bankruptcy process, and an initial public offering. She began her career at Arthur Andersen. Ms. Turk holds a Master of Science in Business Administration from Colorado State University and a Bachelor of Arts in Organizational Communication from Western Colorado University. She is a Certified Public Accountant. Tobin Arthur, Chief Strategy Officer . Mr. Arthur has served as our Chief Strategy Officer since September 2024. Mr. Arthur has over 30 years of experience in corporate strategy, innovation, and advising growth-stage companies. Mr. Arthur began his career at Starbucks Corporation, where he held various leadership roles in operations and technology. He later focused on building, investing in, and advising startups, including with respect to business strategy, capital development, and executive recruitment. From 2011 to 2013, Mr. Arthur served as President of CureUs, a medical publishing platform. In 2013, Mr. Arthur founded AngelMD, an online healthcare innovation community, and has served as its Executive Chairman since that time. In 2017, he co-founded Catalyst Fund LP, a venture capital fund focused on medical technology. In 2018, he launched Innovation4Alpha, which provides advisory services relating to strategy, communications, and capital formation. Mr. Arthur holds a B.A. in English from the University of Southern California. Michael Tapp, Chief Operating Officer. Mr. Tapp has served as our Chief Operating Officer since September 2025. Since September 2024, he has also served as Chairman of the Company’s Advisory Board, assisting the Company in evaluating strategic opportunities. Prior to joining the Company, Mr. Tapp served as an operating partner for Palingen Capital and in a similar capacity for HBC Investments, a private equity firm. Before that, he held leadership roles at Interstate Batteries for nearly a decade, where he served as a member of the senior executive team, President of Interstate’s multi-unit franchise system, and President of its industrial power management business. Earlier in his career, Mr. Tapp held senior executive roles at operating companies and private equity-backed organizations. He has also served on advisory boards and contributed to the investment committee of the SBoTX Foundation. Non-Executive Directors David Brody, Director and Secretary. Mr. Brody has served as a member of our Board of Directors and as our Secretary since March 2024, upon the closing of the XTI Merger. He also serves as a director of Legacy XTI and, since February 2026, provides advisory and strategic consulting services to the Company. Mr. Brody is the founder of Legacy XTI and previously served as Chairman of its board of directors prior to the XTI Merger. He has been involved in the conceptual development of the TriFan 600 aircraft program since its inception, including the initial design configuration, performance objectives and early intellectual property strategy. Mr. Brody is also the founder of AVX Aircraft Company, an engineering design and U.S. defense contractor, and served as its Chairman and Chief Executive Officer until 2013. He continues to serve on the board of directors of AVX Aircraft Company. Mr. Brody practiced law in Denver, Colorado from 1974 to 2021, including with Hogan Lovells US LLP from 2013 to 2021. He holds several patents related to aircraft technology and other fields. Mr. Brody holds a B.A. in Political Science and Philosophy from the University of Colorado Boulder and a J.D. from American University Washington College of Law. 71 We believe Mr. Brody’s experience in aerospace, intellectual property and corporate governance qualifies him to serve as a member of our Board of Directors. Tensie Axton, Director. Ms. Axton has served as a member of our Board of Directors since May 2024. Since May 2019, she has served as a Senior Managing Director in the Corporate Finance practice at FTI Consulting, Inc., where she advises companies on operational and financial strategy across various stages of the business lifecycle, including serving in interim executive roles such as Interim Chief Financial Officer. Previously, Ms. Axton served as Chief Financial Officer of Neighbors Health, LLC from 2016 to 2019, Chief Operating Officer of Pinnacle Medical Partners from 2015 to 2016, Chief Financial Officer of Colorado Bancorp from 2010 to 2012, and Vice President – Finance of Kevco, Inc. from 1997 to 1999. Earlier in her career, she was a Transaction Services Partner at KPMG, serving in Silicon Valley and Denver for eight years, and also served as Office Managing Partner of KPMG’s Denver office. From 2019 to 2024, Ms. Axton served as a director of the Houston Arboretum & Nature Center, where she chaired the Audit Committee and served on the Finance Committee. Ms. Axton holds a B.B.A. in Accounting from Texas A&M University and is a Certified Public Accountant. We believe Ms. Axton’s experience in finance leadership, capital markets, mergers and acquisitions, accounting and audit, and corporate governance qualifies her to serve on our Board of Directors. Clinton Weber, Director. Mr. Weber has served as a member of our Board of Directors since December 2025. Mr. Weber currently serves as Chief Financial Officer of Prius Intelli, LLC, an aerial imagery and geospatial intelligence company, and its subsidiary, Synetos Aerospace, where he is responsible for business development, mergers and acquisitions, and financial planning and analysis. Previously, Mr. Weber served as Chief Investment Officer and as a member of the board of directors of Trinity Investment Management, LLC, a registered investment adviser. From 2020 to 2025, he also served as President and Chief Executive Officer of the Advancement Foundation for the Catholic Diocese of Fort Worth. Earlier in his career, Mr. Weber was a Principal and Senior Analyst at Corbett Capital and served as an officer and tactical jet pilot in the United States Marine Corps. Mr. Weber holds a Bachelor of Arts degree from Texas A&M University and a Master of Business Administration from Texas Christian University. We believe Mr. Weber’s experience in aerospace-related businesses, finance, and investment management qualifies him to serve on our Board of Directors. Jonathan Ornstein, Director. Mr. Ornstein has served as a member of our Board of Directors since February 2026. Mr. Ornstein served as Chief Executive Officer of Mesa Air Group, Inc. (“Mesa”) (now Republic Airways Holdings Inc. (Nasdaq: RJET)) from 1998 until November 2025 and as Chairman of Mesa’s board of directors from 1999 until November 2025. He previously co-founded Virgin Express S.A./N.V., an airline based in Brussels, Belgium, and served as its Chief Executive Officer and Chairman from 1995 to 1999. In 1994, Mr. Ornstein served as Chief Executive Officer of Continental Express and later served as Senior Vice President of Airport Services for Continental Airlines. Earlier in his career, he held executive roles at a subsidiary of Mesa. Mr. Ornstein attended the University of Pennsylvania. We believe that Mr. Ornstein’s extensive executive leadership experience in the airline industry qualifies him to serve on our Board of Directors. Family Relationships There are no family relationships between any of our directors and executive officers. Our Board Our Board may establish the authorized number of directors from time to time by resolution. The current authorized number of directors is five (5). In accordance with the terms of our bylaws, as amended, our Board is divided into three classes, Class I, Class II and Class III, with members of each class serving staggered three-year terms. Upon the expiration of the term of a class of directors, directors in that class will be eligible to be elected for a new three-year term at the annual meeting of stockholders in the year in which their term expires. The directors are divided among the three classes as follows: ● the Class I directors are Scott Pomeroy and Jonathan Ornstein, and their terms will expire at our annual meeting of stockholders to be held in 2027; 72 ● the Class II director is Clinton Weber, and his term will expire at our annual meeting of stockholders to be held in 2028; and ● the Class III directors are Tensie Axton and David Brody and their terms will expire at our annual meeting of stockholders to be held in 2026. We expect that any additional directorships resulting from an increase in the number of directors will be distributed among the three classes so that, as nearly as possible, each class will consist of one-third of the directors. The division of our Board into three classes with staggered three-year terms may delay or prevent a change of our management or a change in control. We continue to review our corporate governance policies and practices by comparing our policies and practices with those suggested by various groups or authorities active in evaluating or setting best practices for corporate governance of public companies. Based on this review, we have adopted, and will continue to adopt, changes that the Board believes are the appropriate corporate governance policies and practices for our Company. Our Board held eleven (11) meetings during 2025 and acted through thirteen (13) written consents. No member of our Board attended fewer than 75% of the aggregate of (i) the total number of meetings of the Board (held during the period for which he or she was a director) and (ii) the total number of meetings held by all committees of the Board on which such director served (held during the period that such director served). Members of our Board are invited and encouraged to attend our annual meeting of stockholders. All of our directors then serving, except one, attended our 2025 annual meeting of stockholders. Independence of Directors In determining the independence of our directors, we apply the definition of “independent director” provided under the listing rules of Nasdaq. Pursuant to these rules, the Board has determined that all of the directors currently serving on the Board are independent within the meaning of Nasdaq Listing Rule 5605 with the exception of Scott Pomeroy, our Chief Executive Officer, and David Brody, who became a consultant to the Company in February 2026. Committees of our Board The Board has three standing committees: the Audit Committee, the Compensation Committee, and the Nominating and Corporate Governance Committee. Audit Committee The Audit Committee consists of Tensie Axton, Jonathan Ornstein and Clinton Weber, each of whom is “independent” as defined under Nasdaq Listing Rule 5605(a)(2) and within the meaning of Rule 10A-3(b)(1) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Ms. Axton is the Chairman of the Audit Committee. The Board has determined that Ms. Axton and Mr. Weber qualify as an “audit committee financial expert” as defined in the rules of the SEC. The Audit Committee met four (4) times during 2025. All members attended more than 75% of such committee meetings. The role of the Audit Committee is to: ● oversee management’s preparation of our financial statements and management’s conduct of the accounting and financial reporting processes; ● oversee management’s maintenance of internal controls and procedures for financial reporting; ● oversee our compliance with applicable legal and regulatory requirements, including without limitation, those requirements relating to financial controls and reporting; ● oversee the independent auditor’s qualifications and independence; ● oversee the performance of the independent auditors, including the annual independent audit of our financial statements; ● prepare the report required by the rules of the SEC to be included in our proxy statement; and ● discharge such duties and responsibilities as may be required of the Audit Committee by the provisions of applicable law, rule or regulation. 73 The Audit Committee is authorized to establish procedures to receive, address, monitor, and retain complaints arising out of accounting and auditing matters. As it deems appropriate, the Audit Committee is authorized to engage outside auditors, counsel, or other experts. A copy of the charter of the Audit Committee is available on our website at http://www.xtiaerospace.com (under “Investors/Governance/Governance Documents”). Compensation Committee The Compensation Committee consists of Tensie Axton, Jonathan Ornstein and Clinton Weber, each of whom is “independent” as defined in Nasdaq Listing Rule 5605(a)(2). Mr. Weber is the Chairman of the Compensation Committee. The Compensation Committee met ten (10) times during 2025. All members attended 75% or more of such committee meetings. The role of the Compensation Committee is to: ● develop and recommend to the independent directors of the Board the annual compensation (base salary, bonus, stock options and other benefits) for our directors and officers; ● review, approve and recommend to the independent directors of the Board the annual compensation (base salary, bonus and other benefits) for all of our Executive Officers (as used in Section 16 of the Exchange Act and defined in Rule 16a-1 thereunder); ● review, approve and recommend to the Board the annual profit-sharing contribution, aggregate number of equity grants and other benefits to be granted to all other employees; ● review, the succession planning process in consultation with CEO, and provide report to the Board on Company’s leadership succession planning for the CEO and other executive officers, on annual basis; and ● ensure that a significant portion of executive compensation is reasonably related to the long-term interest of our stockholders. A copy of the charter of the Compensation Committee is available on our website at http://www.xtiaerospace.com (under “Investors/Governance/Governance Documents”). The Compensation Committee may form and delegate a subcommittee consisting of one or more members to perform the functions of the Compensation Committee. The Compensation Committee may engage outside advisers, including outside auditors, attorneys and consultants, as it deems necessary to discharge its responsibilities. The Compensation Committee has sole authority to retain and terminate any compensation expert or consultant to be used to provide advice on compensation levels or assist in the evaluation of director, President/Chief Executive Officer or senior executive compensation, including sole authority to approve the fees of any expert or consultant and other retention terms. In addition, the Compensation Committee considers, but is not bound by, the recommendations of our Chief Executive Officer with respect to the compensation packages of our other executive officers. Nominating and Corporate Governance Committee The Nominating and Corporate Governance Committee, or the “Governance Committee,” consists of Jonathan Ornstein and Clinton Weber, each of whom is “independent” as defined in Nasdaq Listing Rule 5605(a)(2). Mr. Ornstein is the Chairman of the Governance Committee. The Nominating and Corporate Governance Committee did not meet in person during 2025 and acted by written consent one (1) time during 2025. The role of the Governance Committee is to: ● evaluate from time to time the appropriate size (number of members) of the Board and recommend any increase or decrease; ● determine the desired skills and attributes of members of the Board, taking into account the needs of the business and listing standards; ● establish criteria for prospective members, conduct candidate searches, interview prospective candidates, and oversee programs to introduce the candidate to us, our management, and operations; ● annually recommend to the Board persons to be nominated for election as directors; ● recommend to the Board the members of all standing committees; ● periodically review the “independence” of each director; ● adopt or develop for Board consideration corporate governance principles and policies; and ● provide oversight to the strategic planning process conducted annually by our management. 74 A copy of the charter of the Governance Committee is available on our website at http://www.xtiaerospace.com (under “Investors/Governance/Governance Documents”). Stockholder Communications Stockholders may communicate with the members of the Board, either individually or collectively, by writing to the Board at 8123 InterPort Blvd., Suite C, Englewood, CO 80112. These communications will be reviewed by the Secretary as agent for the non-employee directors in facilitating direct communication to the Board. The Secretary will treat communications containing complaints relating to accounting, internal accounting controls, or auditing matters as reports under our Whistleblower Policy. Further, the Secretary will disregard communications that are bulk mail, solicitations to purchase products or services not directly related either to us or the non-employee directors’ roles as members of the Board, sent other than by stockholders in their capacities as such or from particular authors or regarding particular subjects that the non-employee directors may specify from time to time, and all other communications which do not meet the applicable requirements or criteria described below, consistent with the instructions of the non-employee directors. General Communications. The Secretary will summarize all stockholder communications directly relating to our business operations, the Board, our officers, our activities or other matters and opportunities closely related to us. This summary and copies of the actual stockholder communications will then be circulated to the Chairman of the Governance Committee. Stockholder Proposals and Director Nominations and Recommendations. Stockholder proposals are reviewed by the Secretary for compliance with the requirements for such proposals set forth in our Bylaws and in Regulation 14a-8 promulgated under the Exchange Act. Stockholder proposals that meet these requirements will be summarized by the Secretary. Summaries and copies of the stockholder proposals are circulated to the Chairman of the Governance Committee. Stockholder nominations for directors are reviewed and summarized by the Secretary and are then circulated to the Chairman of the Governance Committee. The Governance Committee will consider director candidates recommended by stockholders. If a director candidate is recommended by a stockholder, the Governance Committee expects to evaluate such candidate in the same manner it evaluates director candidates it identifies. Stockholders desiring to make a recommendation to the Governance Committee should follow the procedures set forth above regarding stockholder nominations for directors. In addition to satisfying the foregoing requirements under our Bylaws, stockholders who intend to solicit proxies in support of director nominees other than our nominees must comply with the additional requirements of Rule 14a-19 under the Exchange Act (the “universal proxy rules”). The requirements under the universal proxy rules are in addition to the applicable procedural requirements under our Bylaws described above. Retention of Stockholder Communications. Any stockholder communications which are not circulated to the Chairman of the Governance Committee because they do not meet the applicable requirements or criteria described above will be retained by the Secretary for at least ninety calendar days from the date on which they are received, so that these communications may be reviewed by the directors generally if such information relates to the Board as a whole, or by any individual to whom the communication was addressed, should any director elect to do so. Distribution of Stockholder Communications. Except as otherwise required by law or upon the request of a non-employee director, the Chairman of the Governance Committee will determine when and whether a stockholder communication should be circulated among one or more members of the Board and/or Company management. Director Qualifications and Diversity The Board seeks independent directors who represent a diversity of backgrounds and experiences that will enhance the quality of the Board’s deliberations and decisions. The Board is particularly interested in maintaining a mix that includes individuals who are active or retired executive officers and senior executives, particularly those with experience in aerospace-related businesses; technology; research and development; finance, accounting and banking; or marketing and sales. There is no difference in the manner in which the Governance Committee evaluates nominees for directors based on whether the nominee is recommended by a stockholder. In evaluating nominations to the Board, the Governance Committee also looks for depth and breadth of experience within the Company’s industry and otherwise, outside time commitments, special areas of expertise, accounting and finance knowledge, business judgment, leadership ability, experience in developing and assessing business strategies, corporate governance expertise, and for incumbent members of the Board, the past performance of the incumbent director. Each of the candidates nominated for election to our Board at our last annual meeting of stockholders was recommended by the Governance Committee. 75 Code of Business Conduct and Ethics The Board has adopted a code of business conduct and ethics (the “Code”) designed, in part, to deter wrongdoing and to promote honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships, full, fair, accurate, timely and understandable disclosure in reports and documents that the Company files with or submits to the SEC and in the Company’s other public communications, compliance with applicable governmental laws, rules and regulations, the prompt internal reporting of Code violations to an appropriate person or persons, as identified in the Code and accountability for adherence to the Code. The Code applies to all directors, executive officers and employees of the Company. The Code is periodically reviewed by the Board. In the event we determine to amend or waive certain provisions of the Code, we intend to disclose such amendments or waivers on our website at http://www.xtiaerospace.com under the heading “Investors” within four business days following such amendment or waiver or as otherwise required by the Nasdaq Listing Rules. Insider Trading Policy We have an insider trading policy (which was adopted by the Board in November 2015 and updated as of December 2025) that governs the purchase, sale, and/or other dispositions of our securities by our directors, officers, employees and certain consultants (collectively, “Insiders”). We believe that our insider trading policy is reasonably designed to promote compliance with insider trading laws, rules and regulations, and Nasdaq listing standards. Our insider trading policy, among other things, prohibits Insiders from holding our securities in a margin account, pledging our securities as collateral for a loan, or engaging in short selling or similar hedging activities involving our securities, and requires Insiders to obtain written pre-clearance before engaging in any transaction involving the Company’s securities or entering into a Rule 10b5-1 trading plan pursuant to the procedures set forth in the policy. Additionally, our insider trading policy establishes certain restricted trading periods during which Insiders may not trade in the Company’s securities or enter into a Rule 10b5-1 trading plan. A copy of our insider trading policy is filed as an exhibit to this Annual Report. Risk Oversight Our Board provides risk oversight for our entire company by receiving management presentations, including risk assessments, and discussing these assessments with management. The Board’s overall risk oversight, which focuses primarily on risks and exposures associated with current matters that may present material risk to our operations, plans, prospects or reputation, is supplemented by the various committees. The Audit Committee discusses with management and our independent registered public accounting firm our risk management guidelines and policies, our major financial risk exposures and the steps taken to monitor and control such exposures. Our Compensation Committee oversees risks related to our compensation programs and discusses with management its annual assessment of our employee compensation policies and programs. Our Governance Committee oversees risks related to corporate governance and management and director succession planning. Board Leadership Structure Our Board does not have a policy regarding the separation of the roles of Chief Executive Officer and Chairman of the Board, as our Board believes it is in the best interest of the Company to make that determination based on the position and direction of the Company and the membership of the Board. Our Board has determined that having an employee director serve as Chairman is in the best interest of our stockholders at this time because of the efficiencies achieved in having the role of Chief Executive Officer and Chairman combined, and because the detailed knowledge of our day-to-day operations and business that the Chief Executive Officer possesses greatly enhances the decision-making processes of our Board as a whole. The Chairman of the Board and the other members of the Board work in concert to provide oversight of our management and affairs. Our Board encourages communication among its members and between management and the Board to facilitate productive working relationships. Working with the other members of the Board, our Chairman also strives to ensure that there is an appropriate balance and focus among key board responsibilities such as strategic development, review of operations and risk oversight. Delinquent Section 16(a) Reports Section 16(a) of the Exchange Act and SEC regulations require our directors, certain officers and holders of more than 10% of our common stock to file reports of ownership on Form 3 and changes in ownership on Form 4 or 5 with the SEC. The reporting directors, officers and 10% stockholders are also required by SEC rules to furnish us with copies of all Section 16(a) reports they file. Based solely on our review of copies of such reports received and written representations from our directors and such covered officers, we believe that our directors, officers and 10% stockholders complied with all applicable Section 16(a) filing requirements during 2025, except that Michael Tapp filed a late Form 3 on September 19, 2025 and a late Form 4 on September 19, 2025 reporting one transaction that occurred on September 4, 2025. 76 ITEM 11: EXECUTIVE COMPENSATION Executive Compensation The table below sets forth, for the last two fiscal years, the compensation earned by (i) each individual who served as our principal executive officer during the last fiscal year, (ii) our two other most highly compensated executive officers, other than our principal executive officer, who were serving as an executive officer at the end of the last fiscal year and (iii) up to two additional individuals for whom disclosure would have been required but for the fact that the individual was not serving as an executive officer at the end of the last fiscal year. Together, these individuals are sometimes referred to as the “Named Executive Officers.” Stock Option All Other Salary Bonus Awards Awards Compensation Total Name and Principal Position Year ($) ($) ($) ($)(2) ($) ($) Scott Pomeroy 2025 $ 400,000 $ 827,000 (1) $ — $ 8,139,302 $ — $ 9,366,302 Chairman and Chief Executive Officer 2024 $ 316,667 $ 358,800 $ — $ 1,051,875 $ 2,246,450 (3) $ 3,973,792 Brooke Turk 2025 $ 350,000 $ 521,042 (1) $ — $ 4,105,169 $ — $ 4,976,211 Chief Financial Officer 2024 $ 281,121 $ 235,463 $ — $ 613,594 $ 79,050 (3) $ 1,209,228 Michael Tapp, 2025 $ 200,000 $ 379,167 (1) $ — $ 2,499,021 $ 375,000 (4) $ 3,453,188 Chief Operating Officer 2024 $ — $ — $ — 7,000 100,000 (4) 107,000 Former Executive: Soumya Das 2025 $ 312,000 $ 300,000 $ — $ 144,365 $ 12,000 (6) $ 768,365 Former Chief Executive Officer, Real Time Location System Division, and Director 2024 $ 312,000 $ 912,000 (5) $ — $ 364,650 $ 12,000 (6) $ 1,600,650 (1) The amounts reported in the Bonus column for 2025 include annual cash bonuses earned under the respective employment agreement based upon the achievement of performance criteria established by the Compensation Committee for such fiscal year and discretionary bonuses awarded in connection with the Company’s acquisition of Drone Nerds in November 2025. Of these amounts, Mr. Pomeroy received $567,000 and $260,000, respectively; Ms. Turk received $331,042 and $190,000, respectively; and Mr. Tapp received $189,167 and $190,000, respectively. (2) The fair value of employee option grants are estimated on the date of grant using the Black-Scholes option pricing model with key weighted average assumptions, including expected stock volatility and risk-free interest rates based on U.S. Treasury rates from the applicable periods. Amounts reported for 2025 also include incremental fair value of approximately $799,436 for Mr. Pomeroy and $23,790 for Mr. Das resulting from an October 2025 modification that extended the post-termination exercise period for certain previously granted stock options. (3) Represents all cash and equity compensation including accrued transaction bonuses earned as a consultant for XTI Aircraft Company from January 1, 2024 up to the closing of the XTI Merger on March 12, 2024. (4) The 2025 amount represents compensation earned as a consultant for the Company during 2025. The 2024 amount represents compensation earned as a consultant for the Company during 2024. (5) Includes a $612,000 bonus (100% of his annual base salary and target bonus) earned under the Strategic Transaction Bonus Plan in connection with the closing of the XTI Merger and a $300,000 bonus earned under an employment agreement. (6) The 2025 amount includes a $12,000 automobile allowance. The 2024 amount includes a $12,000 automobile allowance. 77 Outstanding Equity Awards at Fiscal Year-End Other than as set forth below, there were no outstanding unexercised options, unvested stock, and/or equity incentive plan awards issued to our Named Executive Officers as of December 31, 2025. Name Grant Date (1) Number of securities underlying unexercised options (#) exercisable Number of securities underlying unexercised options (#) un-exercisable Option Exercise Price ($) Option expiration date Scott Pomeroy 6/12/24 3,751 7,500 $ 118.25 6/12/34 9/4/25 1,091,360 1,529,740 $ 2.00 9/4/35 12/30/25 873,700 1,747,400 $ 1.26 12/30/35 Brooke Turk 6/12/24 2,188 4,375 $ 118.25 6/12/34 9/4/25 629,642 882,558 $ 2.00 9/4/35 12/30/25 504,067 1,008,133 $ 1.26 12/30/35 Michael Tapp 10/1/24 200 — $ 47.50 10/1/34 9/4/25 671,612 941,388 $ 2.00 9/4/35 Former Executive: Soumya Das 6/12/24 1,301 2,599 $ 118.25 4/29/26 9/4/2025 32,477 45,523 $ 2.00 4/29/26 (1) The stock options granted on June 12, 2024 vest 1/3rd per year at each grant date anniversary. With respect to the stock options granted on September 3, 2025 and December 30, 2025, one-third of the stock options vested immediately on the respective grant date and the remaining stock options will vest in equal quarterly installments over a two-year period. Employment Agreements and Arrangements Scott Pomeroy Prior Consulting Agreement and Employment Agreement with Scott Pomeroy Scott Pomeroy previously served as Legacy XTI’s Chief Financial Officer from July 2022 until the XTI Merger pursuant to a consulting agreement dated July 1, 2022, as amended effective January 1, 2023, under which he received monthly compensation of $17,500. During the year ended December 31, 2024, the Company paid Mr. Pomeroy compensation of $92,750 pursuant to the consulting agreement. Pursuant to the consulting agreement and in connection with the closing of the XTI Merger in March 2024, Mr. Pomeroy received (i) 4,000,000 shares (pre-merger, pre-reverse stock splits) of Legacy XTI common stock valued at $1.9 million as transaction-related compensation, which were exchanged for 357,039 shares of XTI Aerospace, Inc. common stock, and (ii) a transaction cash bonus of $400,000 which was paid in full during January 2025. Effective upon the closing of the XTI Merger, Mr. Pomeroy was appointed as XTI Aerospace Inc.’s Chief Executive Officer. On May 6, 2024, XTI Aerospace, Inc. entered into an employment agreement with Mr. Pomeroy that superseded the consulting agreement, pursuant to which Mr. Pomeroy was entitled to receive an annual base salary of $400,000, and an annual cash bonus of up to a baseline of 100% of his base salary, with the right to earn up to a cap of 150% of his base salary, applying a weighted average percentage of the objective and subjective criteria and milestones set forth in the agreement. Pursuant to the agreement, Mr. Pomeroy received retroactive pay for services rendered prior to the execution of the agreement with respect to the pay periods from March 13, 2024 until May 6, 2024 in the aggregate amount of $60,606. Current Employment Agreement with Scott Pomeroy On January 2, 2026, the Company entered into a new employment agreement with Scott Pomeroy, effective December 30, 2025. Under the agreement, Mr. Pomeroy receives an annual base salary of $800,000, subject to annual review by the Compensation Committee. He is eligible to receive performance-based quarterly bonuses of up to 150% of his annual base salary based on performance objectives established by the Board, with the sum of all calendar year quarterly bonuses not to exceed 150% of his base salary. He also received a $350,000 continuation bonus payable in six equal monthly installments. 78 In addition, if the Company closes an investment in or acquisition of another company through the purchase of either some or all of such target company’s equity or all or substantially all of such target company’s assets that are used in or useful to the business of such target company, with total transaction consideration paid by the Company or its subsidiary equal to or in excess of $10 million (an “Acquisitive Transaction”), Mr. Pomeroy may be awarded a bonus, at the Board’s sole discretion, based on criteria to be submitted to the Board by Mr. Pomeroy on a case-by-case basis within 30 days after the closing of each such transaction. Mr. Pomeroy is eligible to participate in the Company’s benefit plans and equity incentive programs and is entitled to reimbursement of business expenses and a temporary housing allowance of up to $4,000 per month for one year. The agreement has an initial three-year term with automatic one-year renewals unless the Company provides Mr. Pomeroy with at least 180 days’ notice of non-renewal. The agreement includes customary non-solicitation provisions. If Mr. Pomeroy’s employment is terminated by death or disability, then Mr. Pomeroy, his designee, his beneficiary or his estate, as applicable, will receive his base salary through the termination date, 12 months of average bonus received during the 12 months prior to the termination date. If Mr. Pomeroy’s employment is terminated by the Company for cause, or if Mr. Pomeroy resigns without good reason, he will receive his base salary through the termination date. The Company may terminate Mr. Pomeroy’s employment for cause if 60% or more of the directors serving on the Board (a “Super Majority of the Board”) approves such termination by delivery of written notice, effective as of the date specified in such notice or, in the event no such date is specified, on the last day of the month in which such notice is delivered. The Company may also terminate Mr. Pomeroy’s employment without cause upon the approval of a Super Majority of the Board and delivery of written notice, which notice will effect termination as of the date which is the greater of the number of days remaining on the then current term of the employment agreement, or 180 days. Mr. Pomeroy may resign for good reason within 12 months following the occurrence of an event or events constituting good reason or upon 90 days’ notice without good reason. If Mr. Pomeroy’s employment is terminated without cause or he resigns for good reason, subject to execution of a release of claims, he is entitled to severance equal to his base salary through the termination date, 18 months of base salary and 18 months of average bonus received during the 12 months prior to the termination date, accelerated vesting of outstanding equity awards and the continuation of the exercise period of all vested securities until the expiration date of such securities, and continuation of benefits for 18 months at the Company’s cost. In the event of a qualifying termination following a change in control, subject to execution of a release of claims, Mr. Pomeroy will receive the benefits described in the foregoing sentence at a multiple of 36 months of base salary and average bonus instead of 18 months in addition to a bonus equal to (a) the fair market value used to calculate the income tax consequences of the immediate vesting of Company securities divided by (b) the difference between 100% and the highest combined federal and state income tax rate among all the members of the Executive Team (as defined in the employment agreement). Brooke Turk Prior Consulting Agreement and Employment Agreement with Brooke Turk Effective as of August 16, 2023, Legacy XTI entered into a consulting agreement with Brooke Turk for her executive consulting services in the areas of financial reporting and operational planning. The consulting agreement provided for a monthly retainer of $22,500. During the year ended December 31, 2024, the Company paid Ms. Turk compensation of $79,050 pursuant to the consulting agreement. Effective upon the closing of the XTI Merger, Ms. Turk was appointed as XTI Aerospace Inc.’s Chief Financial Officer. On May 8, 2024, XTI Aerospace, Inc. entered into an employment agreement with Ms. Turk that superseded the consulting agreement, pursuant to which Ms. Turk was entitled to receive an annual base salary of $350,000, and an annual cash bonus of up to a baseline of 75% of her base salary, with the right to earn up to a cap of 112.5% of her base salary, applying a weighted average percentage of the objective and subjective criteria and milestones set forth in the agreement. Pursuant to the agreement, Ms. Turk received retroactive pay for services rendered prior to the execution of the agreement with respect to the pay periods from March 13, 2024 until May 8, 2024 in the aggregate amount of $55,743. Current Employment Agreement with Brooke Turk On January 2, 2026, the Company entered into a new employment agreement with Brooke Turk, effective December 30, 2025. The material terms of her employment agreement are substantially similar to the material terms of Mr. Pomeroy’s current employment agreement, except as follows. Under the agreement, Ms. Turk receives an annual base salary of $600,000, subject to annual review by the Compensation Committee. She is eligible to receive performance-based quarterly bonuses of up to 100% of her annual base salary, based on performance objectives agreed upon between the Chief Executive Officer and Ms. Turk within parameters approved by the Board, with the sum of all calendar year quarterly bonuses not to exceed 100% of her base salary. She also received a $250,000 continuation bonus payable in six equal monthly installments. Ms. Turk is not entitled to a housing allowance. 79 Michael Tapp In connection with his appointment as the Company’s Chief Operating Officer, the Company entered into an employment agreement with Michael Tapp on September 5, 2025, effective September 1, 2025. The material terms of his employment agreement are substantially similar to the material terms of Ms. Turk’s current employment agreement, except as described below. Pursuant to his employment agreement, Mr. Tapp receives an annual base salary of $600,000, subject to annual review between Mr. Tapp and the Chief Executive Officer in light of annual Board-approved target objectives. In addition, if the Company completes an Acquisitive Transaction, Mr. Tapp is entitled to a transaction bonus equal to 25% of his base salary then in effect. The agreement has an initial three-year term with automatic one-year renewals unless either the Company or Mr. Tapp provides at least 90 days’ notice of non-renewal is provided. If Mr. Tapp’s employment is terminated by death or disability, then Mr. Tapp, his designee, his beneficiary or his estate, as applicable, will receive his base salary through the termination date, six months of average bonus received during the 12 months prior to the termination date. Any notice of termination that terminates Mr. Tapp’s employment without cause may not effect termination less than 45 days after the date of such notice. On September 5, 2025, the Company entered into a side letter with Mr. Tapp, effective as of September 1, 2025, pursuant to which the Company agreed to reimburse Mr. Tapp’s annual YPOi & chapter membership fees. Mr. Tapp previously provided consulting services to the Company from September 2024 through August 2025 pursuant to a consulting agreement between the Company and Ancora Management Services, LLC (“Ancora”), an entity owned and controlled by Mr. Tapp, for which the Company paid Ancora $475,000 of consulting fees. Pursuant to the consulting agreement, on October 1, 2024, the Company granted Mr. Tapp 200 stock options with an exercise price of $47.50, which expire on October 1, 2034. Following Mr. Tapp’s appointment as Chief Operating Officer in September 2025, Ancora no longer received consulting fees under the consulting agreement, and no bonuses were paid under that arrangement. Tobin Arthur In connection with his appointment as the Company’s Chief Strategy Officer, the Company entered into an employment agreement with Tobin Arthur on September 19, 2024, effective as of such date, pursuant to which he was entitled to receive an annual base salary of $300,000, and an annual cash bonus of up to a baseline of 60% of his base salary, with the right to earn up to a cap of 90% of his base salary, applying a weighted average percentage of the objective and subjective criteria and milestones set forth in the agreement. Pursuant to the agreement, Mr. Arthur received retroactive pay for services rendered prior to the execution of the agreement with respect to the pay periods from August 1, 2024 until September 18, 2024 in the aggregate amount of $40,000. On January 9, 2026, the Company entered into a new employment agreement with Tobin Arthur, effective January 5, 2026. The material terms of his employment agreement are substantially similar to the material terms of Ms. Turk’s current employment agreement. Soumya Das Soumya Das previously served in executive roles with the Company and its former Inpixon Business, including as Chief Operating Officer and, most recently, Chief Executive Officer of the Real Time Location Systems Division. Mr. Das entered into an employment agreement effective November 7, 2016, which provided for an annual base salary and eligibility for an annual bonus. The agreement provided for an initial term of 24 months and automatic renewal for an additional 12-month period. The agreement permitted termination by the Company with or without “just cause” (as defined therein). If Mr. Das was terminated without just cause, or if he resigned within 24 months following a change in control due to a material diminution in position or compensation, he would generally be entitled to severance consisting of continued base salary for a period ranging from one to six months based on tenure, 50% of any accrued but unpaid bonus, payment of accrued but unused vacation, and reimbursement of unreimbursed business expenses. Mr. Das’s employment agreement was amended from time to time to adjust his compensation. Mr. Das’s base salary was increased to $275,000 effective May 31, 2018 and to $312,000 effective January 1, 2021. Effective January 1, 2021, his incentive compensation was modified such that his annual bonus target was increased to up to $300,000, subject to the achievement of certain milestones established by the Company. 80 Effective January 29, 2026, Mr. Das resigned from his position as Chief Executive Officer of the Real Time Location Systems Division and as a director pursuant to the terms of a separation agreement described in Item 13 of this Annual Report. Employee Stock Incentive Plans 2018 Employee Stock Incentive Plan The Amended and Restated XTI Aerospace, Inc. 2018 Employee Stock Incentive Plan (the “2018 Plan”), originally adopted in January 2018 and most recently amended and restated effective August 18, 2025, provides for the grant of equity-based awards to employees, officers, directors, consultants and other service providers. The 2018 Plan is intended to promote the long-term success of the Company by aligning the interests of participants with those of stockholders and enhancing the Company’s ability to attract, retain and motivate qualified personnel. Share Reserve Subject to adjustment for certain corporate transactions, the maximum number of shares of common stock initially authorized for issuance under the 2018 Plan was 40,000,000 shares. The share reserve automatically increases on the first day of each calendar quarter beginning January 1, 2022 and continuing through October 1, 2028 by the lesser of: ● 3,000,000 shares, ● 20 % of the outstanding shares of common stock on the last day of the immediately preceding calendar quarter, or ● such lesser number as determined by the Committee. In no event may more than 120,000,000 shares be issued under the 2018 Plan. As of the date of this Annual Report, approximately 80 million shares are authorized for issuance under the 2018 Plan. Shares underlying forfeited or expired awards generally become available for future grants, subject to the overall share limit. Types of Awards The 2018 Plan permits the grant of: ● Incentive stock options, ● Non-qualified stock options, ● Stock appreciation rights, ● Restricted stock, and ● Restricted stock units. The exercise price of stock options may not be less than the fair market value of the Company’s common stock on the date of grant (or 110% of fair market value in the case of certain 10% stockholders for incentive stock options). Administration The 2018 Plan is administered by the Board of Directors or a committee thereof, which currently is the Compensation Committee. The administrator has broad authority to determine the terms and conditions of awards, including the number of shares subject to awards, vesting schedules, performance conditions, and other restrictions. Pursuant to the 2018 Plan, the Board may authorize one or more Company officers to designate eligible recipients and determine the number of shares subject to awards, within limits established by the Board. In addition, the Committee may delegate specified administrative functions to officers of the Company pursuant to a written delegation. On August 18, 2025, the Board granted the Company’s Chief Financial Officer the authority to grant stock options and restricted stock units to eligible recipients under the 2018 Plan from an equity pool of 10,000,000 shares of common stock. Eligibility Awards may be granted to employees, officers, non-employee directors, consultants, vendors and other individuals having a business relationship with the Company or its subsidiaries. 81 Termination of Service Unless otherwise provided in an award agreement, unvested awards are forfeited upon a participant’s termination of service. Vested stock options generally remain exercisable for a limited period following termination, subject to the terms of the applicable award agreement. Corporate Transactions In the event of certain mergers, reorganizations, asset sales or other material transactions, the administrator may provide for the assumption or substitution of awards, acceleration of vesting, cash-out of awards, or other adjustments as determined appropriate. Amendments and Termination The 2018 Plan will terminate on January 4, 2028, unless earlier terminated by the Board. The Board may amend the 2018 Plan at any time, subject to stockholder approval where required by applicable law or stock exchange rules. No amendment may materially impair outstanding awards without the consent of the affected participant. 2017 Employee and Consultant Stock Ownership Plan In 2017, Legacy XTI adopted the 2017 Employee and Consultant Stock Ownership Plan (as amended, the “2017 Plan”). The 2017 Plan was amended in 2021 to increase the maximum number of shares authorized for issuance thereunder. The Company assumed the 2017 Plan in connection with the XTI Merger. Pursuant to a subsequent Board resolution, no further awards may be granted under the 2017 Plan. As of December 31, 2025, approximately 2,700 stock options remain outstanding under the 2017 Plan. These options were generally granted with exercise prices equal to the estimated fair value of the Company’s common stock on the date of grant and have contractual terms of up to ten years. The 2017 Plan will remain in effect solely for purposes of administering and settling outstanding awards in accordance with their terms. Securities Authorized for Issuance under Equity Compensation Plans The following table provides information as of December 31, 2025 regarding the shares of our common stock to be issued upon exercise of outstanding options or available for issuance under equity compensation plans and other compensation arrangements that were (i) adopted by our security holders and (ii) were not approved by our security holders. Plan Category Number of securities to be issued upon exercise of outstanding options (a) Weighted- average exercise price of outstanding options (b) Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column a) (c) Equity compensation plans approved by security holders 15,941,550 (1) $ 2.80 64,166,804 (2) Equity compensation plans not approved by security holders — $ — — Total 15,941,550 $ 2.80 64,166,804 (1) Represents 2,667 shares of common stock that may be issued pursuant to outstanding stock options granted under the 2017 Plan and 15,938,883 shares of common stock that may be issued pursuant to outstanding stock options granted under the 2018 Plan. (2) Represents shares of common stock available for future issuance in connection with equity award grants under the 2018 Plan. 82 Policies and Practices for Granting Certain Equity Awards Our policies and practices regarding the granting of equity awards are carefully designed to ensure compliance with applicable securities laws and to maintain the integrity of our executive compensation program. The Compensation Committee is responsible for the timing and terms of equity awards to executives and other eligible employees and for reviewing, and recommending to the Board for approval, all director compensation. The timing of equity award grants is determined with consideration to a variety of factors, including but not limited to, the achievement of pre-established performance targets, market conditions and internal milestones. We may also grant equity awards to individuals upon hire, determined on a case-by-case basis. The Company does not follow a predetermined schedule for the granting of equity awards; instead, each grant is considered on a case-by-case basis to align with the Company’s strategic objectives and to ensure the competitiveness of our compensation packages, provided that the Company grants its non-employee directors stock options annually pursuant to our non-employee director compensation policy adopted in May 2024 (see “- Director Compensation” for more information). In determining the timing and terms of an equity award, the Board or the Compensation Committee may consider material nonpublic information to ensure that such grants are made in compliance with applicable laws and regulations. The Board’s or the Compensation Committee’s procedures to prevent the improper use of material nonpublic information in connection with the granting of equity awards include oversight by legal counsel and, where appropriate, delaying the grant of equity awards until the public disclosure of such material nonpublic information. The Company is committed to maintaining transparency in its executive compensation practices and to making equity awards in a manner that is not influenced by the timing of the disclosure of material nonpublic information for the purpose of affecting the value of executive compensation. The Company regularly reviews its policies and practices related to equity awards to ensure they meet the evolving standards of corporate governance and continue to serve the best interests of the Company and its shareholders. The following table presents information regarding stock options issued to the Named Executive Officers during the year ended December 31, 2025 during any period beginning four business days before the filing of a periodic report on Form 10-K or Form 10-Q, or the filing or furnishing of a current report on Form 8-K that discloses material nonpublic information (other than a Form 8-K disclosing a new material option award) and ending one business day after the filing or furnishing of such report with the SEC. Name Grant date Number of securities underlying the award Exercise price of the award ($/Sh) Grant date fair value of the award Percentage change in the closing market price of the securities underlying the award between the trading day ending immediately prior to the disclosure of material nonpublic information and the trading day beginning immediately following the disclosure of material nonpublic information Scott Pomeroy 9/4/25 2,621,100 $ 2.00 $ 4,060,870 2.5 % Scott Pomeroy 12/30/25 2,621,100 $ 1.26 $ 3,278,996 27.4 % Brooke Turk 9/4/25 1,512,200 $ 2.00 $ 2,342,851 2.5 % Brooke Turk 12/30/25 1,512,200 $ 1.26 $ 1,762,318 27.4 % Michael Tapp 9/4/25 1,613,000 $ 2.00 $ 2,499,021 2.5 % Former Executive: Soumya Das 9/4/25 78,000 $ 2.00 $ 120,845 2.5 % 83 Director Compensation The following table provides certain summary information concerning compensation awarded to, earned by or paid to our directors in the year ended December 31, 2025 except Scott Pomeroy and Soumya Das, whose aggregate compensation information has been disclosed above. Fees Earned or paid in cash Stock awards Option awards Non-equity Incentive plan compensation Nonqualified deferred compensation earnings All other compensation Total Name ($) ($) ($)(1) ($) ($) ($) ($) David Brody $ 80,000 $ — $ 243,920 $ — $ — $ — $ 323,920 Tensie Axton $ 77,500 $ — $ 236,201 $ — $ — $ — $ 313,701 Clinton Weber (2) $ — $ — $ 69,185 $ — $ — $ — $ 69,185 Jonathan Ornstein (3) $ — $ — $ — $ — $ — $ — $ — Kareem Irfan (4) $ 77,500 $ — $ 236,201 $ — $ — $ — $ 313,701 (1) The fair value of the director option grants are estimated on the date of grant using the Black-Scholes option pricing model with key weighted average assumptions, expected stock volatility and risk free interest rates based on US Treasury rates from the applicable periods. (2) Clinton Weber was elected to the Board at the Company’s 2025 annual meeting of stockholders held on December 30, 2025. (3) Jonathan Ornstein was appointed to the Board on February 1, 2026. (4) Kareem Irfan was not nominated for re-election at the Company’s 2025 annual meeting of stockholders and ceased serving as a member of the Board upon the expiration of his term. Directors are entitled to reimbursement of ordinary and reasonable expenses incurred in exercising their responsibilities and duties as a director. On May 1, 2024, the Board approved and adopted the following compensation policy for the Company’s non-employee directors: $50,000 per year for general availability and participation in meetings and conference calls of the Board, $20,000 per year for service as the Audit Committee chair, $15,000 per year for service as the Compensation Committee chair, $10,000 per year for service as the Governance Committee chair, $10,000 per year for service on the Audit Committee, $7,500 per year for service on the Compensation Committee, $5,000 per year for service on the Governance Committee. All cash compensation will be payable quarterly in arrears. Each of the Company’s non-employee directors will also receive an annual grant of stock options pursuant to the 2018 Plan, with a fair market value equal to the aggregate annual cash retainer for the applicable director based upon a Black-Scholes option pricing model. The exercise price of the stock options will be equal to the market price of the common stock at the time of grant. The Company entered into director services agreements with each of its non-employee directors which include the foregoing compensation provisions. The director services agreements permit the non-employee directors to elect, by written notice to the Company, any cash compensation to be satisfied, in whole or in part, in the form of a restricted stock grant issuable pursuant to the 2018 Plan with terms to be approved by the Board or an authorized committee thereof. In addition, the director services agreements permit the non-employee directors to resign from the Board at any time upon 30 days prior written notice or such shorter period as the parties may agree upon. The director services agreements include non-competition and non-solicitation covenants. Effective February 1, 2026, the Company entered into a consulting agreement with David Brody, pursuant to which Mr. Brody will provide advisory and strategic consulting services to the Company. Under the agreement, Mr. Brody will receive a monthly consulting fee of $20,000 and he received a grant of stock options under the Company’s 2018 Plan, subject to the applicable vesting provisions and other terms of the 2018 Plan and the award agreement. The consulting agreement has an initial term of four years. Effective February 1, 2026, Mr. Brody resigned from all Board committees and became a non-independent director in connection with his new role as a consultant. As a non-employee director, he will continue to receive a cash retainer of $50,000 per year and an annual grant of stock options with a fair market value equal to this annual cash retainer. 84 ITEM 12: SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS The following table sets forth certain information as of March 31, 2026, regarding the beneficial ownership of our common stock by the following persons: ● our Named Executive Officers; ● each director; ● all of our current executive officers and directors as a group; and ● each person or entity who, to our knowledge, owns more than 5% of our common stock. Except as indicated in the footnotes to the following table, subject to applicable community property laws, each stockholder named in the table has sole voting and investment power. Unless otherwise indicated, the address for each stockholder listed is c/o XTI Aerospace, Inc., 8123 InterPort Blvd., Suite C, Englewood, CO 80112. Shares of common stock subject to options, warrants, or other rights currently exercisable or exercisable within 60 days of March 31, 2026, are deemed to be beneficially owned and outstanding for computing the share ownership and percentage of the stockholder holding the options, warrants or other rights, but are not deemed outstanding for computing the percentage of any other stockholder. The information provided in the following table is based on our records, information filed with the SEC, and information furnished by our stockholders. Amount and nature of beneficial Percent Name of Beneficial Owner ownership of Class(1) Named Executive Officers and Directors Scott Pomeroy 2,371,199 (2) 6 % Brooke Turk 1,387,993 (3) 3 % Michael Tapp 806,296 (4) 2 % Tensie Axton 77,327 (5) * David Brody 543,053 (6) 1 % Clinton Weber 14,881 (7) * Jonathan Ornstein — * All current executive officers and directors as a group (8 persons) 6,587,676 (8) 15 % Soumya Das - former Chief Executive Officer of Real Time Location System Division, and Director 81,901 (9) * More than 5% shareholders None * Represents beneficial ownership of less than 1%. (1) Based on 38,472,204 shares outstanding as of March 31, 2026. (2) Includes (i) 1,429 shares of common stock held of record by Mr. Pomeroy and (ii) 2,369,770 shares of common stock issuable upon exercise of options exercisable within 60 days of March 31, 2026. (3) Includes 1,387,993 shares of common stock issuable upon exercise of options exercisable within 60 days of March 31, 2026. (4) Includes 806,296 shares of common stock issuable upon exercise of options exercisable within 60 days of March 31, 2026. (5) Includes 77,327 shares of common stock issuable upon exercise of options exercisable within 60 days of March 31, 2026. 85 (6) Includes (i) 5,356 shares of common stock held indirectly through the Jason S. Brody 2019 Trust, of which David Brody is the trustee, (ii) 1,066 shares of common stock held directly by Mr. Brody, and (iii) 536,631 shares of common stock issuable upon exercise of options exercisable within 60 days of March 31, 2026. Does not include (i) 3,206 shares of common stock held indirectly through the David E. Brody 2019 Spousal Trust, of which Susan R. Brody, Mr. Brody’s spouse, is the trustee and (ii) 366 shares held by Susan R. Brody, as to which Mr. Brody disclaims beneficial ownership. (7) Includes 14,881 shares of common stock issuable upon exercise of options exercisable within 60 days of March 31, 2026. (8) Our current directors and executive officers are: Scott Pomeroy (Chief Executive Officer, Chairman and Director), Brooke Turk (Chief Financial Officer), Tobin Arthur (Chief Strategy Officer), Michael Tapp (Chief Operating Officer), Tensie Axton (Director), David Brody (Director and Secretary) Clinton Weber (Director), and Jonathan Ornstein (Director). Includes (i) 7,851 shares of common stock held directly, or by spouse or relative, and (ii) 6,579,825 shares of common stock issuable upon exercise of options exercisable within 60 days of March 31, 2026. (9) Includes 81,901 shares of common stock issuable upon exercise of options exercisable within 60 days of March 31, 2026. ITEM 13: CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE Review, Approval or Ratification of Transactions with Related Persons. The Board reviews issues involving potential conflicts of interest, and reviews and approves all related party transactions, including those required to be disclosed as a “related party” transaction under applicable federal securities laws. The Board has not adopted any specific procedures for conducting reviews of potential conflicts of interest and considers each transaction in light of the specific facts and circumstances presented. However, to the extent a potential related party transaction is presented to the Board, the Company expects that the Board would become fully informed regarding the potential transaction and the interests of the related party, and would have the opportunity to deliberate outside of the presence of the related party. The Company expects that the Board would only approve a related party transaction that was in the best interests of the Company, and further would seek to ensure that any completed related party transaction was on terms no less favorable to the Company than could be obtained in a transaction with an unaffiliated third party. Other than as described below, no transaction requiring disclosure under applicable federal securities laws occurred since fiscal year 2024 that was submitted to the Board for approval as a “related party” transaction. Related Party Transactions SEC regulations define the related person transactions that require disclosure to include any transaction, arrangement or relationship in which the amount involved exceeds the lesser of $120,000 or one percent of the average of our total assets at year -end for the last two completed fiscal years in which we were or are to be a participant and in which a related person had or will have a direct or indirect material interest. A related person is: (i) an executive officer, director or director nominee, (ii) a beneficial owner of more than 5% of our common stock, (iii) an immediate family member of an executive officer, director or director nominee or beneficial owner of more than 5% of our common stock, or (iv) any entity that is owned or controlled by any of the foregoing persons or in which any of the foregoing persons has a substantial ownership interest or control. For the period from January 1, 2024, through the date of this report, described below are certain transactions or series of transactions between us and certain related persons. 86 Separation Agreement with Soumya Das In connection with the planned disposition of the Inpixon Business, the Company and Soumya Das entered into a separation agreement, effective January 29, 2026, pursuant to which Mr. Das resigned from his positions as a director, as chief executive officer of the Company’s Real-Time Location Systems division and all other positions held with the Company. In consideration for Mr. Das’ resignations, the Company paid him severance and related benefits totaling approximately $718,000. The Company also agreed to pay his COBRA costs for one year in the amount of approximately $39,500, reimburse his pre-approved business expenses, and accelerate the vesting of outstanding equity awards. Conditional Aircraft Purchase Agreement with Mesa Jonathan Ornstein was previously the chief executive officer of Mesa. Mesa and Legacy XTI are parties to a conditional aircraft purchase agreement relating to the purchase of aircraft at a price to be determined pursuant to the agreement and currently expected to be approximately $1 billion. The purchase price remains subject to significant technical, regulatory, financing, and market contingencies. Mesa’s obligations to purchase the aircraft arise only after all material terms are agreed upon, in the discretion of each party. If the parties do not agree on such material terms, either party will have the right to terminate the agreement if such party determines in its discretion that it is not likely that the material terms will be agreed to in a manner consistent with such party’s business and operational interests (as those interests may change from time to time). No aircraft purchases have occurred under the agreement. Strategic Transaction Bonus Plan On July 24, 2023, the Compensation Committee adopted a Transaction Bonus Plan, which was amended on March 11, 2024 (as amended, the “Strategic Transaction Bonus Plan”), which provided for the payment of certain bonuses upon the closing of qualified transactions, including the XTI Merger, to certain employers and other service providers, including Nadir Ali (the Company’s former Chief Executive Officer and a former director of the Company), Wendy Loundermon (the Company’s former Chief Financial Officer and a former director of the Company) and Soumya Das (the Company’s former Chief Executive Officer of its Real Time Location System Division and a former director of the Company). During the third and fourth quarter of 2024, the Company paid $2.0 million of the strategic transaction bonuses. As of March 31, 2025, the Company fully repaid the remaining $4.3 million strategic transaction bonuses. Settlement Agreement with Nadir Ali, 3AM, and Grafiti Group On March 27, 2025 (the “Effective Date”), the Company entered into a settlement agreement with 3AM Investments LLC (an entity controlled by Nadir Ali (“Ali”), the Company’s former Chief Executive Officer and a former director of the Company) (“3AM”), Grafiti Group LLC, an entity controlled by Ali (“Grafiti Group”), and Ali (the “Settlement Agreement”). The terms of the Settlement Agreement include: Preferred Stock Redemption . Pursuant to the Settlement Agreement, on the Effective Date, the Company delivered the aggregate amount of $1,251,651 (the “Series 9 Redemption Amount”) to Ali for the redemption of 1,164.12 shares of Series 9 Preferred Stock outstanding as of such date. Following Ali’s receipt of the Series 9 Redemption Amount, Ali no longer held any shares of Series 9 Preferred Stock. Termination of Ali Consulting Agreement . The Settlement Agreement provides that effective as of the Effective Date, the Ali Consulting Agreement (as defined below) was terminated, and in lieu of the $2,775,000 (the “Ali Advisory Fees”) that would be owed to Ali pursuant to the terms of the Ali Consulting Agreement as a result of the termination of such Ali Consulting Agreement prior to the 15 month anniversary of the effective date thereof, the Company agreed (i) that the aggregate amount of $1,000,000 (the “Grafiti Purchase Amount”) required to be delivered by Grafiti Group pursuant to that certain Equity Purchase Agreement, dated February 16, 2024, by and among the Company, Grafiti LLC, and Grafiti Group, as amended (the “Equity Purchase Agreement”), shall be deemed to be satisfied in full and no further amounts shall be payable to the Company by Grafiti Group or any of its affiliated parties pursuant to the Equity Purchase Agreement; (ii) to deliver a cash amount of $60,000 (the “Outstanding Amount”) to Ali by wire transfer of immediately available funds; and (iii) to deliver $1,500,000 (the “Deferred Amount”) by wire transfer of immediately available funds in three equal installments of $500,000 (“Installment Amounts”) each on June 30, 2025, September 30, 2025 and December 30, 2025 (the “Deferred Amount Installment Dates”). Any Installment Amount that is not paid by the applicable due dates will be subject to interest at a rate of 18% per annum. Upon payment of the Outstanding Amount and the Deferred Amount in accordance with the terms of the Settlement Agreement, the Ali Advisory Fees shall be deemed to be satisfied in full and no further amounts shall be payable by the Company to Ali or his affiliated parties pursuant to the Ali Consulting Agreement. On March 31, 2025, the Company paid the Outstanding Amount of $60,000 in full. On June 30, 2025, the Company paid the first Installment amount of $500,000 to Ali. On September 30, 2025, the Company paid the second Installment amount of $500,000 to Ali. On December 28, 2025, the Company paid the third and final Installment amount of $500,000 to Ali. 87 Former Management Payments. Pursuant to the Settlement Agreement, the Company agreed to pay the Former Management Payments (as defined below) on the earlier of (a) the closing date of the Company’s next financing transaction and (b) 30 days following the Effective Date of the Settlement Agreement, subject to certain penalties for late payment. The “Former Management Payments” comprise (i) an aggregate amount of $803,260.65 that, as of the Effective Date, remained payable to the recipients of bonuses payable pursuant to the Strategic Transaction Bonus Plan together with (ii) an aggregate amount of $303,372.87 that, as of the Effective Date, was payable to Wendy Loundermon, the Company’s former Chief Financial Officer and a former director of the Company, pursuant to the Loundermon Consulting Agreement (as defined below). On March 31, 2025, the Company paid amounts due under the Former Management Payments in full. The Settlement Agreement includes a mutual release of certain claims and provides that it supersedes any prior consents or agreements regarding the allocation of financing proceeds for the payment of any obligations of the Company described in the Settlement Agreement. February 2025 Consent from 3AM On February 12, 2025, the Company obtained a written consent (the “February 2025 Consent”) from 3AM as the Required Holder (as defined below) of the Company’s Series 9 Preferred Stock, in connection with the Company’s now expired “at the market” offering program pursuant to that certain Equity Distribution Agreement, dated as of July 22, 2022, by and between the Company and Maxim Group LLC, as amended from time to time (the “ATM”). Pursuant to the February 2025 Consent, 3AM authorized the Company to raise up to an additional $10 million of common stock under the ATM in consideration for the Company’s agreement to pay 20% of the gross proceeds (the “Payment Amount”) of any sale by the Company of any debt or equity securities of the Company, including but not limited to sales of common stock under the ATM (each, a “Financing”), (a) first, to those certain employees and other service providers, including Nadir Ali, Wendy Loundermon and Soumya Das (the “Bonus Plan Recipients”), entitled to bonuses payable pursuant to the Strategic Transaction Bonus Plan (“Bonus Plan Payments”); and (b) second, to the extent the Bonus Plan Payments have been fully satisfied, any remaining portion of the Payment Amount shall be applied to the redemption of outstanding shares of the Series 9 Preferred Stock. The terms of the February 2025 Consent were superseded by the terms of the Settlement Agreement, as described above under “— Settlement Agreement with Nadir Ali, 3AM, and Grafiti Group.” The term “Required Holders” is defined in the Certificate of Designations of Preferences and Rights of Series 9 Preferred Stock as the holders of at least a majority of the outstanding Series 9 Preferred Stock; provided that, pursuant to that certain securities purchase agreement dated as of March 12, 2024, by and between the Company and 3AM (the “Series 9 SPA”), 3AM will be deemed a “Required Holder” as long as 3AM holds any shares of Series 9 Preferred Stock. As of the date of this Annual Report, there are no shares of Series 9 Preferred Stock issued and outstanding. January 2025 Consent from 3AM In accordance with the terms of the Series 9 Preferred Stock Certificate of Designation, the Company obtained a written consent, effective as of January 7, 2025 (the “January 2025 Consent”), from 3AM as the Required Holder of the Series 9 Preferred Stock, authorizing the Company to issue securities in a best efforts public offering that closed on January 10, 2025 (the “Offering”) in consideration for the Company’s agreement to pay, within five business days of the closing, 20% of the approximately $20 million of gross proceeds from the Offering (the “Payment Amount”), (a) first, to the Bonus Plan Recipients (the “Bonus Plan Payments”); and (b) second, to the extent the Bonus Plan Payments have been fully satisfied, any remaining portion of the Payment Amount shall be applied to the redemption of outstanding shares of the Series 9 Preferred Stock (the “Redemption”). Pursuant to the January 2025 Consent, on January 13, 2025, the Company paid an aggregate of approximately $3.5 million in Bonus Plan Payments, after which payment no portion of the Payment Amount remained to pay the Redemption. December 2024 Consent from 3AM On December 23, 2024, the Company received a consent and waiver from 3AM as the Required Holder of the Series 9 Preferred Stock, authorizing the Company to raise up to an additional $5,000,000 under the ATM in consideration for the Company’s agreement to allocate the 15% Redemption Amount (as defined below) to the Bonus Plan Recipients, in lieu of 3AM, as the remaining holder of Series 9 Preferred Stock, following the date on which Streeterville no longer owns any shares of Series 9 Preferred Stock. 88 November 2024 Consent Waiver and Release, and Letter Agreement with Nadir Ali On June 14, 2024, the Company obtained a written consent (the “June 2024 Consent”) from the Required Holders of the Series 9 Preferred Stock, pursuant to which the Required Holders approved a $47.4 million increase to the ATM (the “Maximum Amount”), provided that, among other things, the Company obtains the consent of the Required Holders for sales of our common stock under the ATM in excess of $6 million up to the Maximum Amount. On November 17, 2024, the Company entered into a Consent Waiver and Release Agreement (the “Consent Agreement”) with 3AM and Streeterville Capital, LLC (“Streeterville”, and together with 3AM, the “Series 9 Holders”), each as a Required Holder, pursuant to which the Series 9 Holders authorized the Company to raise up to an additional $5,000,000 under the ATM (the “ATM Increase”) in consideration for the Company’s agreement to pay 20% of the proceeds it receives from sales under the ATM in connection with the ATM Increase (the “Redemption Proceeds”) to the Series 9 Holders to redeem a portion of their Series 9 Preferred Stock, to be distributed as follows: (i) 75% of the Redemption Proceeds to Streeterville (15% of all proceeds received from sales under the ATM) (“15% Redemption Amount”), and (ii) 25% of the Redemption Proceeds to 3AM (5% of all proceeds received from sales under the ATM). Distribution payments will be made by wire transfer of immediately available funds every Monday for the prior week’s Redemption Proceeds and will be used to partially redeem the Series 9 Preferred Stock. Additionally, pursuant to the Consent Agreement, each of Streeterville and 3AM agreed to waive any past breach of or failure to perform any of the Company’s covenants, obligations, conditions or agreements contained in (i) the Certificate of Designations, (ii) the June 2024 Consent, (iii) in the case of 3AM, the Series 9 SPA and (iv) in the case of Streeterville, the Secured Promissory Note dated as of May 1, 2024 and the Secured Promissory Note dated as of May 24, 2024 issued by the Company to Streeterville (such notes, together, the “Secured Notes”). Each of Streeterville and 3AM also agreed that none of such breaches or failures of perform shall constitute an Event of Default (as defined in the Certificate of Designations or the Secured Notes, as applicable) under the Certificate of Designations or, in the case of Streeterville, the Secured Notes. The Consent Agreement provides that failure to timely the remit the Redemption Proceeds as set forth in the Consent Agreement will be considered an Event of Default under the Certificate of Designations, and the Series 9 Holders’ consent to the ATM Increase will be immediately and automatically withdrawn in the event the Company fails to make payment pursuant to the Consent Agreement and such payment failure is not cured within one business day. The Consent Agreement may only be terminated or modified with the written consent of the Series 9 Holders and the Company. As further inducement for 3AM to approve the ATM Increase, pursuant to the Consent Agreement, on November 17, 2024, the Company entered into a Letter Agreement (the “Letter Agreement”) with Nadir Ali, on behalf of himself and on behalf of 3AM, Grafiti Group and Grafiti LLC. Pursuant to the Letter Agreement, the Company agreed to amend the Equity Purchase Agreement to remove the inclusion of any Net Income After Taxes in the Purchase Price (as such terms are defined in the Equity Purchase Agreement) effective immediately upon execution of the Letter Agreement, and thereby waive future payments to the Company of any Net Income After Taxes under the Equity Purchase Agreement. Additionally, pursuant to the Letter Agreement, the Company agreed to (i) pay an amount equal to $426,006.00 representing amounts that remain outstanding and payable to Mr. Nadir Ali in accordance with the terms of that certain Amended and Restated Employment Agreement, dated as of May 15, 2018, as further amended on March 22, 2024, by and between XTI and Nadir Ali (the “Employment Agreement”), with payment to be made in full no later than November 19, 2024 (the “Severance Payment”) and (ii) pay an amount equal to $60,000 representing the total monthly cash service fee currently outstanding and payable pursuant to that certain Consulting Agreement dated March 12, 2024, by and between XTI and Nadir Ali (the “Ali Consulting Agreement”), no later than November 19, 2024 (the “Consulting Payment”). The Company paid Mr. Ali the Severance Payment and the Consulting Payment in full on November 18, 2024. 89 Furthermore, the Letter Agreement provides that in the event that the Company breaches the terms and conditions of the Letter Agreement or fails to satisfy the conditions and obligations described therein, the Consent Agreement as provided by 3AM shall be deemed to be void ab initio . Pursuant to the Letter Agreement, Nadir Ali and 3AM agreed to waive any past breach of or failure to perform any of the Company’s covenants, obligations, conditions or agreements contained in the Employment Agreement and the Consulting Agreement relating to the Severance Payment and the Consulting Payment as applicable. Payments of Redemption Proceeds Pursuant to the Consent Agreement Pursuant to the Consent Agreement, the Company delivered an aggregate of $492,331 to Streeterville and $302,116 to 3AM during the period from November 17, 2024 through December 31, 2024, via wire transfer of immediately available funds, which amounts represent the Redemption Proceeds payable to Streeterville and 3AM, respectively, in connection with amounts raised from sales under the ATM. Such payments were made for 469.00 shares of the Company’s Series 9 Preferred Stock held by Streeterville and 287.70 shares of the Company’s Series 9 Preferred Stock held by 3AM. The Company entered into acknowledgment agreements with each of Streeterville and 3AM to record such payments. Securities Purchase Agreement with 3AM On March 12, 2024, the Company entered into the Series 9 SPA with 3AM, an entity controlled by Nadir Ali, the Company’s former Chief Executive Officer and a former director of the Company. Pursuant to the Series 9 SPA, 3AM purchased 1,500 shares of Series 9 Preferred Stock for a total purchase price of $1,500,000, based on a purchase price of $1,000 per share of Series 9 Preferred Stock. The Company agreed that 3AM will be deemed a “Required Holder” as defined in the Certificate of Designations of Preferences and Rights of Series 9 Preferred Stock as long as 3AM holds any shares of Series 9 Preferred Stock. Consulting Agreement with Nadir Ali On March 12, 2024, the Company entered into the Ali Consulting Agreement with Nadir Ali, the Company’s former Chief Executive Officer. Pursuant to the Ali Consulting Agreement, following the closing of the XTI Merger, Mr. Ali will provide consulting services to the Company for 15 months or until earlier termination in accordance with its terms (the “Ali Consulting Period”). During the Ali Consulting Period, the Company will pay him a monthly fee of $20,000. If the Company terminated the Ali Consulting Agreement during the first six months of the Ali Consulting Period without Company Good Reason (as defined in the Ali Consulting Agreement), the Company would have been required to pay all consulting fees due for such six-month period. If Mr. Ali terminates the Ali Consulting Agreement during the Ali Consulting Period for Consultant Good Reason (as defined in the Ali Consulting Agreement), the Company will be required to pay all consulting fees that would be due for the remainder of the Ali Consulting Period, including the Equity Payment described below. In addition, the Company shall pay Mr. Ali (a) the amount of $1,500,000 due three months following the closing of the XTI Merger, and (b) the aggregate amount of $4,500,000, payable in 12 equal monthly installments of $375,000 each, starting four months after the closing of the XTI Merger (the payments described in (a) and (b), each an “Equity Payment”). Each Equity Payment may be made, in Company’s discretion, in (i) cash, (ii) fully vested shares of common stock under the Company’s equity incentive plan and registered on a registration statement on Form S-8 or another appropriate form (“Registered Shares”), or a combination of cash and Registered Shares. Mr. Ali must continue to provide consulting services to the Company on the date of payment of an Equity Payment to receive the Equity Payment, unless the Company terminates the Ali Consulting Agreement without Company Good Reason or Mr. Ali terminates the Ali Consulting Agreement for Consultant Good Reason, in which case the Equity Payments would become due and payable in full. To the extent all or a portion of an Equity Payment is made in shares, such shares will be valued based on the closing price per share on the date on which the Equity Payment is made. 90 Subject to compliance with Section 15(b)(13) of the Exchange Act, if Mr. Ali provides services involving the identification of prospective merger or acquisition targets for the Company or its affiliates, it is intended that he be eligible for a bonus upon the successful delivery of services. The specifics of the bonus will be negotiated and mutually agreed upon by the Company and Mr. Ali. As described above, the Settlement Agreement provides that as of the Effective Date of the Settlement Agreement, the Ali Consulting Agreement is terminated. Stock Issuances to Nadir Ali On June 13, 2024, July 5, 2024, November 19, 2024 and December 2, 2024, the Company entered into a Restricted Stock Award Agreement with Nadir Ali (the “June 2024 RSA Agreement,” the “July 2024 RSA Agreement”, the “November 2024 RSA Agreement” and the “December 2024 RSA Agreement,” respectively), a consultant to the Company and the Company’s former Chief Executive Officer and a former director of the Company. Pursuant to each agreement, the Company issued Mr. Ali fully vested shares of common stock (the “Shares”) under the 2018 Plan, which Shares were registered pursuant to a registration statement on Form S-8. Pursuant to the June 2024 RSA Agreement, the Company issued 10,722 Shares to Mr. Ali at a price per share of $110.00 in partial satisfaction of the $1,500,000 Equity Payment owed to Mr. Ali on June 12, 2024 under the Ali Consulting Agreement. Pursuant to the July 2024 RSA Agreement, the Company issued 11,100 Shares to Mr. Ali at a price per share of $100.00. Approximately $308,804 of the Shares were issued to Mr. Ali in satisfaction of the remaining amount of the $1,500,000 Equity Payment owed to Mr. Ali on June 12, 2024 under the Ali Consulting Agreement. Approximately $792,269 of the Shares were issued to Mr. Ali in partial satisfaction of amounts owed to Mr. Ali under the Strategic Transaction Bonus Plan. Pursuant to the November 2024 RSA Agreement, the Company issued an aggregate of 86,511 Shares to Mr. Ali at a price per share of $12.50. Approximately $858,932 of the Shares were issued to Mr. Ali in partial satisfaction of five monthly payments of $375,000 each from July 12, 2024 to November 12, 2024 (in the aggregate amount of $1,875,000) owed to Mr. Ali under the Ali Consulting Agreement. Approximately $231,331 of the Shares were issued to Mr. Ali in partial satisfaction of amounts owed to Mr. Ali under the Strategic Transaction Bonus Plan. Pursuant to the December 2024 RSA Agreement, the Company issued an aggregate of 85,384 Shares to Mr. Ali at a price per share of $10.00. The full $1,016,068 value of the Shares was issued to Mr. Ali in partial satisfaction of amounts owed to Mr. Ali under the Ali Consulting Agreement. Consulting Agreement with Wendy Loundermon On March 12, 2024, the Company entered into a Consulting Agreement with Wendy Loundermon (the “Loundermon Consulting Agreement”), the Company’s former Chief Financial Officer. Pursuant to the Loundermon Consulting Agreement, following the closing of the XTI Merger, Ms. Loundermon agreed to provide consulting services to the Company for one year or until earlier termination in accordance with its terms (the “Loundermon Consulting Period”). As compensation for Ms. Loundermon’s consulting services, the Company agreed to pay her (i) $83,333 per month for the first six months of the Loundermon Consulting Period for services she performs on an as-needed basis during the Loundermon Consulting Period regarding the transition of the management of the Company’s financial reporting function to ensure continuity of business operations, and (ii) $300 per hour for services performed on an as needed basis regarding the preparation and filing of the Company’s public company financial reporting and compliance matters including accounting, payroll, audit and tax compliance functions. During the year ended December 31, 2024, the Company owed Ms. Loundermon accrued consulting fees of $0.5 million pursuant to the Loundermon Consulting Agreement. Pursuant to the Settlement Agreement, on March 31, 2025, the Company repaid the remaining consulting compensation obligation of approximately $0.3 million owed to Ms. Loundermon. 91 Solutions Divestiture Grafiti Group Equity Purchase Agreement On February 21, 2024, Inpixon completed the disposition of the remaining portion of the Shoom, SAVES, and GYG business lines and assets (the “Grafiti Group Divestiture”) in accordance with the terms and conditions of the Equity Purchase Agreement (as defined above). Pursuant to the terms of the Equity Purchase Agreement, Grafiti Group acquired from Legacy Inpixon 100% of the equity interests in Grafiti LLC, including the assets and liabilities primarily relating to Inpixon’s SAVES, Shoom and Game Your Game business, including 100% of the equity interests of Inpixon India, Grafiti GmbH (previously Inpixon GmbH) and Game Your Game, Inc. from the Company for a minimum purchase price of $1.0 million paid in two annual cash installments of $0.5 million due within 60 days after December 31, 2024 and 2025 (the “Grafiti Purchase Amount”). As described above, the Letter Agreement, dated as of November 17, 2024, amended the Equity Purchase Agreement to remove the inclusion of net income after taxes from the purchase price. As so amended, the purchase price and annual cash installment payments will be (i) decreased for the amount of transaction expenses assumed; and (ii) increased or decreased by the amount working capital of Grafiti LLC on the closing balance sheet is greater or less than $1.0 million. Pursuant to the Settlement Agreement, the Company agreed that, effective as of the Effective Date of the Settlement Agreement, the Grafiti Purchase Amount (i.e., the aggregate amount of $1.0 million) required to be delivered by Grafiti Group pursuant to the Equity Purchase Agreement shall be deemed to be satisfied in full and no further amounts shall be payable to the Company by Grafiti Group or any of its affiliated parties pursuant to the Equity Purchase Agreement. Transition Services Agreement On February 21, 2024, in connection with the closing of the Grafiti Group Divestiture, Grafiti LLC and Legacy Inpixon entered into a Transition Services Agreement (the “Grafiti Transition Services Agreement”) with respect to services to be provided for a period of one year following closing. Pursuant to the Grafiti Transition Services Agreement, the Company provided contracted IT and accounting services to Grafiti LLC and Grafiti LLC provided certain accounting and payroll services, in each case on an hourly as needed basis to ensure the orderly transition of the business. As part of the Grafiti Transition Services Agreement, the Company subleased office space in Palo Alto, CA from Grafiti LLC from February 1, 2024 until February 28, 2026 at a cost of 50% of monthly rent and operating expenses as of February 1, 2024. The cost was approximately $3,000 per month. October 2023 Note Legacy XTI entered into an amended convertible note agreement with Mr. Brody, its founder, Chairman and majority shareholder, in 2021 that consolidated a number of his outstanding notes (the “2021 Note”). On October 1, 2023, the existing 2021 Note was replaced by a new convertible note with a principal balance of $1,079,044 (2021 Note principal of $1,007,323 plus accrued interest of $71,721) (the “October 2023 Note”) which had a maturity date defined as the earlier of (i) a closing of a merger with a company whose shares are traded on a public stock exchange, or (ii) January 31, 2024. The October 2023 Note accrued interest at a rate of 4% compounded annually, provided that on and after the maturity date interest the note shall accrue from and after such date on the unpaid principal and all accrued but unpaid interest of the note at a rate of 10% per annum. The October 2023 Note provided that at any time prior to the maturity date, Mr. Brody may convert all or a portion of the outstanding note balance into shares of Legacy XTI at a conversion price equal to $1.00. On March 11, 2024, Legacy XTI and Mr. Brody entered into Amendment No. 1 to the October 2023 Note pursuant to which Mr. Brody converted $922,957 principal amount of the October 2023 Note and accrued and unpaid interest thereon, into shares of Legacy XTI common stock at a rate of $0.309 in principal amount per share, and Legacy XTI agreed to pay Mr. Brody the remaining $175,000 in principal amount at the time of closing of the XTI Merger. The shares issued as consideration under such amendment converted into 266,272 shares of our common stock in accordance with the exchange ratio pursuant to the XTI Merger Agreement and the Company assumed the $175,000 repayment obligation. On March 27, 2024, the Company and Mr. Brody entered into Amendment No. 2 to the October 2023 Note which extended the maturity date for the $175,000 payment to April 1, 2024. This repayment obligation was paid in full on April 1, 2024 January 2023 Note In connection with the XTI Merger, the Company assumed a Promissory Note issued by Legacy XTI to Mr. Brody on January 5, 2023 (the “January 2023 Note”), with an outstanding principal balance of $125,000 along with an interest balance of $10,058 calculated as of April 30, 2024. On March 27, 2024, Mr. Brody and the Company entered into an amendment to the January 2023 Note which extended the Maturity Date to April 30, 2024. The outstanding principal and accrued interest balances were repaid in full during the second quarter of 2024. 92 Consulting Agreements with Director David Brody Effective February 1, 2026, the Company entered into a consulting agreement with David Brody, a member of the Company’s Board of Directors, pursuant to which Mr. Brody will provide advisory and strategic consulting services to the Company, primarily in connection with the development of the Company’s VTOL aircraft program. Under the agreement, Mr. Brody will receive a monthly consulting fee of $20,000 and on January 29, 2026, was granted 907,300 stock options under the 2018 Plan with an exercise price of $1.76 and that expire ten years after the grant date. One-third of the stock options vested immediately on the grant date and the remaining stock options will vest in equal quarterly installments over a two-year period. The agreement has an initial four-year term with automatic one-year renewals unless the Company provides Mr. Brody with at least 90 days’ notice of non-renewal. The agreement contains customary termination provisions. In the event of his disability or death, the Company may terminate the agreement without notice provided that the Company pays Mr. Brody or his estate a single lump sum payment of monthly fees for the succeeding twelve month period. In the event of a qualifying termination following a change in control, Mr. Brody will receive his monthly fee through the latter of the change in control date and discontinuation date, his monthly fee multiplied by the number of months remaining in the term plus 24 additional months, accelerated vesting of outstanding equity awards and the continuation of the exercise period of all vested securities until the expiration date of such securities, and a bonus equal to (a) the fair market value used to calculate the income tax consequences of the immediate vesting of Company securities divided by (b) the difference between 100% and the highest marginal tax rate. Prior to the XTI Merger, Mr. Brody provided legal and strategic consulting services to Legacy XTI pursuant to a separate consulting agreement. During the year ended December 31, 2024, Legacy XTI paid Mr. Brody consulting compensation of $20,000 under that agreement. In connection with the closing of the XTI Merger, the prior consulting agreement was terminated and Mr. Brody waived an outstanding payable amount of approximately $320,000 that had accrued under the arrangement. Transactions with AVX Aircraft Company On August 27, 2024, the Company entered into an amended and restated letter agreement with AVX Aircraft Company (“AVX”), which amends and restates the original letter agreement, dated as of March 25, 2024, by and between the Company and AVX, as subsequently amended, pursuant to which AVX provides consulting and advisory services to the Company relating to the development and design of the TriFan 600 airplane in exchange for the payment of costs incurred by AVX (with a target cost of approximately $960,000) plus a fixed fee of 12% of such costs (approximately $115,000) for a total payment of up to approximately $1.1 million. The Company pays AVX for its actual costs plus the 12% fixed fee on a monthly basis. The Company and AVX are also parties to a consulting agreement dated April 30, 2025, pursuant to which AVX provides consulting services to the Company on an as-needed basis at a rate of $345 per hour plus reimbursement of travel expenses, with charges capped at $150,000. The agreement has a 12-month term. The Company’s Chairman and Chief Executive Officer, Scott Pomeroy, and board member, David Brody, also sit on the five-member board of AVX. Additionally, as of the date of this Annual Report, Mr. Brody and his spouse together own approximately 26% of the issued and outstanding shares of AVX. As a result of a legal financial separation between Mr. Brody and his spouse, Mr. Brody holds approximately 7% of the voting power of the outstanding securities of AVX and Mr. Brody’s spouse holds approximately 19% of the voting power of the outstanding securities of AVX. As of the date of this Annual Report, Mr. Pomeroy owns restricted stock units of AVX which amount to less than 5% of the outstanding shares of AVX on a fully diluted basis. Consulting fees incurred and paid to AVX during the year ended December 31, 2025 were immaterial. During the year ended December 31, 2024, the Company paid AVX approximately $0.9 million in consulting fees, which included advance deposits for future services. In 2025, AVX returned $0.5 million of these advance deposits to the Company. As of December 31, 2025 and December 31, 2024, the remaining deposit balance for future services was $0 and approximately $0.5 million, respectively. As of the date of this Annual Report, neither Mr. Brody nor Mr. Pomeroy has received, nor are they entitled to receive, any compensation or other consideration from AVX in connection with services provided by AVX to the Company or otherwise. On April 18, 2025, XTI Aircraft Company entered into a novation agreement with AVX and a recruiting firm, pursuant to which AVX assigned to XTI Aircraft Company all of AVX’s rights and obligations under a talent acquisition engagement agreement with the recruiting firm and, as a result, the recruiting firm will assist XTI Aircraft Company in hiring an executive for expected fees of approximately $0.1 million. 93 ITEM 14: PRINCIPAL ACCOUNTANT FEES AND SERVICES The Company incurred the following fees for services rendered by CBIZ CPAs P.C. (“CBIZ”) and Marcum LLP (collectively, the “Auditors”), which have been the Company’s independent registered public accounting firms for the fiscal years ended December 31, 2025 and 2024, respectively. On November 1, 2024, CBIZ acquired the attest business of Marcum LLP. 2025 2024 (2) Audit Fees(1) $ 758,220 $ 1,101,885 Audit Related Fees $ — $ — Tax Fees $ — $ — All Other Fees $ — $ — (1) Audit fees represent fees for professional services provided in connection with the audit of our Company’s 2025 and 2024 annual consolidated financial statements included in this Annual Report and review of our quarterly financial statements included in the Company’s Quarterly Reports on Form 10-Q and audit services provided in connection with other statutory or regulatory filings. (2) For the years ended December 31, 2025 and 2024, respectively $156,951 and $1,101,885 of audit fees were billed by Marcum LLP and $758,220 of audit fees were billed by CBIZ for the year ended December 31, 2025. Audit Fees . The “Audit Fees” are the aggregate fees of the Auditors attributable to professional services rendered in 2025 and 2024 for the audit of our annual financial statements in our annual reports on Form 10-K, for review of financial statements included in our quarterly reports on Form 10-Q or for services that are normally provided by the Auditors in connection with statutory and regulatory filings or engagements for that fiscal year. These fees include fees billed for professional services rendered by the Auditors for the review of registration statements or services that are normally provided in connection with statutory and regulatory filings or engagements for those fiscal years. Audit-Related Fees. The Auditors did not perform any audit-related services during 2025 or 2024 Tax Fees . The Auditors did not perform any tax advice or planning services in 2025 or 2024. All Other Fees . The Auditors did not perform any services for us or charge any fees other than the services described above in 2025 and 2024. Pre-approval Policies and Procedures The Audit Committee is required to review and approve in advance the retention of the independent auditors for the performance of all audit and lawfully permitted non-audit services and the fees for such services. The Audit Committee may delegate to one or more of its members the authority to grant pre-approvals for the performance of certain non-audit services, and any such Audit Committee member who pre-approves a non-audit service must report the pre-approval to the full Audit Committee at its next scheduled meeting. The Audit Committee is required to periodically notify the Board of their approvals. The required pre-approval policies and procedures were complied with during 2025. 94 PART IV Item 15. Exhibits, Financial Statement Schedules 15(a)(1) Financial Statements The financial statements filed as part of this report are listed and indexed in the table of contents. Financial statement schedules have been omitted because they are not applicable or the required information has been included elsewhere in this report. 15(a)(2) Financial Statement Schedules Not applicable. 15(a)(3) Exhibits The exhibits filed as part of this Annual Report are listed in the Exhibit Index immediately preceding the exhibits. The Company has identified in the Exhibit Index each management contract and compensation plan filed as an exhibit to this Annual Report in response to Item 15(a)(3) of Form 10-K. ITEM 16. FORM 10-K SUMMARY. Not applicable. 95 EXHIBIT INDEX Exhibit Number Exhibit Description Form File No. Exhibit Filing Date Filed Herewith 2.1† Agreement and Plan of Merger, dated July 24, 2023, among Inpixon, Superfly Merger Sub Inc. and XTI Aircraft Company. 8-K 001-36404 2.1 July 25, 2023 2.2 First Amendment to Merger Agreement, dated December 30, 2023, by and between Inpixon, Superfly Merger Sub Inc. and XTI Aircraft Company. 10-K 001-36404 2.26 April 16, 2024 2.3† Second Amendment to Merger Agreement, dated March 12, 2024, by and between Inpixon, Superfly Merger Sub Inc. and XTI Aircraft Company. 8-K 001-36404 10.1 March 15, 2024 2.4† Separation Agreement, dated as of October 23, 2023, by and between Inpixon and Grafiti Holding Inc. 8-K 001-36404 2.1 October 23, 2023 2.5† Business Combination Agreement, dated as of October 23, 2023, by and among Inpixon, Grafiti Holding Inc., 1444842 B.C. Ltd. and Damon Motors Inc. 8-K 001-36404 2.2 October 23, 2023 2.6 Amendment to Business Combination Agreement, dated as of June 18, 2024, by and among XTI Aerospace, Inc., Grafiti Holding Inc., 1444842 B.C. Ltd. and Damon Motors Inc. 8-K 001-36404 2.1 June 24, 2024 2.7 Second Amendment to Business Combination Agreement, dated as of September 26, 2024, by and among XTI Aerospace, Inc., Grafiti Holding Inc., 1444842 B.C. Ltd. and Damon Motors Inc. 8-K 001-36404 2.1 October 2, 2024 2.8† Equity Purchase Agreement, dated as of February 16, 2024, by and among Inpixon, Grafiti LLC and Grafiti Group LLC. 8-K 001-36404 2.1 February 23, 2024 2.9† Membership Interest Purchase Agreement, dated November 10, 2025, by and among XTI Drones Holdings, LLC, The Origin Group DN, Inc., Drone Nerds, LLC, the seller owners listed on Annex A-1 thereto and Jeremy Schneiderman, as the Seller’s Representative. 8-K 001-36404 2.1 November 12, 2025 2.10† Membership Interest Purchase Agreement, dated November 10, 2025, by and among XTI Drones Holdings, LLC, The Origin Group AZ, Inc., Anzu Robotics, LLC, the seller owners listed on Annex A-1 thereto and Jeremy Schneiderman, as the Seller’s Representative. 8-K 001-36404 2.2 November 12, 2025 2.11† Share Purchase and Transfer Agreement, dated February 3, 2026, by and between XTI Aerospace, Inc. and EVO 467. GmbH. 8-K 001-36404 2.1 February 4, 2026 3.1 Restated Articles of Incorporation. S-1 333-190574 3.1 August 12, 2013 3.2 Certificate of Amendment to Articles of Incorporation (Increase Authorized Shares). S-1 333-218173 3.2 May 22, 2017 3.3 Certificate of Amendment to Articles of Incorporation (Reverse Split). 8-K 001-36404 3.1 April 10, 2014 3.4 Articles of Merger (renamed Sysorex Global). 8-K 001-36404 3.1 December 18, 2015 3.5 Articles of Merger (renamed Inpixon). 8-K 001-36404 3.1 March 1, 2017 96 3.6 Certificate of Amendment to Articles of Incorporation (Reverse Split). 8-K 001-36404 3.2 March 1, 2017 3.7 Certificate of Amendment to Articles of Incorporation (authorized share increase). 8-K 001-36404 3.1 February 5, 2018 3.8 Certificate of Amendment to Articles of Incorporation (Reverse Split). 8-K 001-36404 3.1 February 6, 2018 3.9 Form of Certificate of Designation of Preferences, Rights and Limitations of Series 4 Convertible Preferred Stock. 8-K 001-36404 3.1 April 24, 2018 3.10 Certificate of Amendment to Articles of Incorporation (Reverse Split). 8-K 001-36404 3.1 November 1, 2018 3.11 Certificate of Designation of Series 5 Convertible Preferred Stock, dated as of January 14, 2019. 8-K 001-36404 3.1 January 15, 2019 3.12 Certificate of Amendment to Articles of Incorporation, effective as of January 7, 2020 (Reverse Split). 8-K 001-36404 3.1 January 7, 2020 3.13 Certificate of Amendment to the Articles of Incorporation increasing the number of authorized shares of Common Stock from 250,000,000 to 2,000,000,000 filed with the Secretary of State of the State of Nevada on November 18, 2021 8-K 001-36404 3.1 November 19, 2021 3.14 Certificate of Change filed with the Secretary of State of the State of Nevada on October 4, 2022 (effective as of October 7, 2022) 8-K 001-36404 3.1 October 6, 2022 3.15 Certificate of Amendment to the Articles of Incorporation increasing the number of authorized shares of Common Stock from 26,666,667 to 500,000,000 filed with the Secretary of State of the State of Nevada on November 29, 2022 8-K 001-36404 3.1 December 2, 2022 3.16 Certificate of Designations of Preferences and Rights of Series 9 Preferred Stock. 8-K 001-36404 3.1 March 15, 2024 3.17 Certificate of Amendment (Reverse Stock Split). 8-K 001-36404 3.2 March 15, 2024 3.18 Certificate of Amendment (Name Change). 8-K 001-36404 3.3 March 15, 2024 3.19 Certificate of Amendment to Designations of Preferences and Rights of Series 9 Preferred Stock. 8-K 001-36404 3.1 May 1, 2024 3.20 Certificate of Amendment to Articles of Incorporation, effective as of January 10, 2025. 8-K 001-36404 3.1 January 10, 2025 3.21 Certificate of Designation of Preferences and Rights of Series 10 Convertible Preferred Stock. 8-K 001-36404 3.1 November 12, 2025 3.22 Amended and Restated Bylaws of XTI Aerospace, Inc. 10-Q 001-36404 3.21 August 14, 2025 4.1 Specimen Stock Certificate of the Company. 10-K 001-36404 4.1 April 15, 2025 4.2 Description of Registrant’s Securities. 10-K 001-36404 4.2 April 15, 2025 4.3 Form of Purchase Warrants 8-K 001-36404 4.1 October 20, 2022 4.4 Form of Warrant initially issued by XTI Aircraft Company and assumed by the Registrant. 10-K 001-36404 4.27 April 16, 2024 4.5 Form of Warrant initially issued by XTI Aircraft Company and assumed by the Registrant. 10-K 001-36404 4.28 April 16, 2024 4.6 Form of Warrant initially issued by XTI Aircraft Company and assumed by the Registrant. 10-K 001-36404 4.6 April 15, 2025 4.7 Form of Warrant initially issued by XTI Aircraft Company and assumed by the Registrant. 10-K 001-36404 4.30 April 16, 2024 4.8 Form of Amendment No. 2 to Warrant initially issued by XTI Aircraft Company and assumed by the Registrant. 10-K 001-36404 4.8 April 15, 2025 4.9 Form of Placement Agent Warrant. 8-K 001-36404 4.1 January 10, 2025 4.10 Form of Pre-funded Warrant. 8-K 001-36404 4.1 March 31, 2025 97 4.11 Form of Common Warrant. 8-K 001-36404 4.2 March 31, 2025 4.12 Form of Representative’s Warrant. 8-K 001-36404 4.3 March 31, 2025 4.13 Form of Pre-funded Warrant. 8-K 001-36404 4.1 June 26, 2025 4.14 Form of Common Warrant. 8-K 001-36404 4.2 June 26, 2025 4.15 Form of Representative’s Warrant. 8-K 001-36404 4.3 June 26, 2025 4.16 Form of Pre-funded Warrant. 8-K 001-36404 4.1 September 15, 2025 4.17 Form of Common Warrant. 8-K 001-36404 4.2 September 15, 2025 4.18 Form of Placement Agent Warrant. 8-K 001-36404 4.3 September 15, 2025 4.19 Revolving Promissory Note, dated July 10, 2025, issued by Drone Nerds Inc and Anzu Robotics, LLC to Banesco USA. 8-K 001-36404 4.1 November 12, 2025 4.20 Promissory Note issued by XTI Drones Holdings, LLC to New Drone Nerds S-Corp, Inc., dated November 10, 2025. 8-K 001-36404 4.2 November 12, 2025 4.21 Promissory Note issued by XTI Drones Holdings, LLC to New Anzu Robotics S-Corp, LLC, dated November 10, 2025. 8-K 001-36404 4.3 November 12, 2025 4.22 Form of Placement Agent’s Warrant. 8-K 001-36404 4.4 November 12, 2025 4.23 Pre-Funded Warrant, dated January 5, 2026. 8-K 001-36404 4.1 January 9, 2026 10.1+ Amended and Restated 2011 Employee Stock Incentive Plan. S-8 333-195655 10.22 May 2, 2014 10.2+ Form of Incentive Stock Option Agreement. 8-K 001-36404 10.9 October 27, 2014 10.3+ Form of Non-Qualified Stock Option Agreement. 8-K 001-36404 10.5 October 27, 2014 10.4+ Form of Restricted Stock Award Agreement. 8-K 001-36404 10.6 October 27, 2014 10.5+ Employment Agreement dated November 4, 2016, by and between Sysorex USA and Soumya Das. 10-K 001-36404 10.51 April 17, 2017 10.6+ Amendment to Employment Agreement dated August 31, 2018 among Inpixon, Sysorex, Inc. and Soumya Das 8-K 001-36404 10.8 September 4, 2018 10.7† Patent Assignment and License-Back Agreement, dated June 27, 2019, by and between Inpixon and GTX Corp. 8-K 001-36404 10.1 July 1, 2019 10.8† Patent License Agreement, dated June 27, 2019, by and between Inpixon and Inventergy. 8-K 001-36404 10.4 July 1, 2019 10.9† Patent License Agreement, dated June 27, 2019, by and between Inpixon and GTX Corp. 8-K 001-36404 10.2 July 1, 2019 10.10† Exclusive Software License and Distribution Agreement, dated as of June 19, 2020, by and among Inpixon, Cranes Software International Ltd., and Systat Software, Inc. 8-K 001-36404 10.1 June 22, 2020 10.11 Amendment and Waiver to Exclusive Software License & Distribution Agreement, dated as of June 30, 2020, by and among Inpixon, Cranes Software International Ltd., and Systat Software, Inc. 8-K 001-36404 10.1 July 2, 2020 10.12† Form of Securities Purchase Agreement. 8-K 001-36404 10.1 October 20, 2022 10.13 Placement Agency Agreement, dated as of October 18, 2022, by and between Inpixon and Maxim Group LLC 8-K 001-36404 10.2 October 20, 2022 10.14 Form of Securities Purchase Agreement by and between Damon Motors Inc. and Inpixon. 8-K 001-36404 10.1 October 23, 2023 98 10.15 Form of Convertible Promissory Note to be issued by Damon Motors Inc. to Inpixon. 8-K 001-36404 10.2 October 23, 2023 10.16 Form of Common Share Purchase Warrant to be issued by Damon Motors Inc. to Inpixon. 8-K 001-36404 10.3 October 23, 2023 10.17 Form of Securityholder Support Agreement by and among Inpixon, Grafiti Holding Inc., Damon Motors Inc. and certain securityholders. 8-K 001-36404 10.4 October 23, 2023 10.18 Form of Lockup Agreement by and among Grafiti Holding Inc., Damon Motors and certain securityholders who are insiders. 8-K 001-36404 10.5 October 23, 2023 10.19 Form of Lockup Agreement by and among Grafiti Holding Inc., Damon Motors and certain securityholders who are not insiders. 8-K 001-36404 10.6 October 23, 2023 10.20 Liquidating Trust Agreement, dated as of December 27, 2023, by and among Inpixon, Grafiti Holding Inc. and the sole original trustee named therein. 8-K 001-36404 10.2 January 3, 2024 10.21 Form of Indemnification Agreement. 8-K 001-36404 10.4 March 15, 2024 10.22† Aircraft Purchase Agreement, dated February 2, 2022, among XTI Aircraft Company, Mesa Airlines, Inc. and Mesa Air Group, Inc. 10-K 001-36404 10.55 April 15, 2025 10.23+ Employment Agreement, dated May 6, 2024, by and between XTI Aerospace, Inc. and Scott Pomeroy. 8-K 001-36404 10.1 May 10, 2024 10.24+ Employment Agreement, dated May 8, 2024, by and between XTI Aerospace, Inc. and Brooke Turk . 8-K 001-36404 10.2 May 10, 2024 10.25+ Tensie Axton Offer Letter 8-K 001-36404 10.1 May 15, 2024 10.26+ Non-Employee Director Compensation Policy . 8-K 001-36404 10.3 May 15, 2024 10.27 Letter Agreement, signed June 18, 2024, by and between Damon Motors Inc. and XTI Aerospace, Inc. 8-K 001-36404 10.1 June 24, 2024 10.28† Capital Collation and Distribution Agreement, dated as of dated June 28, 2024, by and among XTI Aerospace, Inc., FC Imperial Limited, PIC IHC LLP and a Global Administrative Service Provider. 8-K 001-36404 10.1 July 1, 2024 10.29+ Employment Agreement, dated September 19, 2024, by and between XTI Aerospace, Inc. and Tobin Arthur. 8-K 001-36404 10.1 September 23, 2024 10.30 Form of Second Letter Agreement by and between Damon Motors Inc. and XTI Aerospace, Inc. 8-K 001-36404 10.1 October 4, 2024 10.31 Consent Waiver and Release, dated November 17, 2024, by and among XTI Aerospace, Inc., 3AM Investments LLC and Streeterville Capital, LLC. 8-K 001-36404 10.1 November 18, 2024 10.32 Letter Agreement, dated November 17, 2024, by and among XTI Aerospace, Inc., Nadir Ali, 3AM Investments LLC, Grafiti Group LLC and Grafiti LLC. 8-K 001-36404 10.2 November 18, 2024 10.33 Placement Agency Agreement, dated January 7, 2025, by and between XTI Aerospace, Inc. and ThinkEquity LLC. 8-K 001-36404 10.1 January 10, 2025 10.34 Form of Lock-Up Agreement. 8-K 001-36404 10.2 January 10, 2025 10.35 Settlement Agreement, dated March 27, 2025, by and between XTI Aerospace Inc., 3AM Investments LLC, Grafiti Group LLC, and Nadir Ali. 8-K 001-36404 10.1 March 28, 2025 10.36 Form of Lock-Up Agreement. 8-K 001-36404 10.1 March 31, 2025 10.37 Form of Lock-Up Agreement. 8-K 001-36404 10.1 June 26, 2025 10.38+ Amended and Restated XTI Aerospace, Inc. 2018 Employee Stock Incentive Plan. 8-K 001-36404 10.1 August 21, 2025 10.39+ Form of Incentive Stock Option Agreement pursuant to the Amended and Restated XTI Aerospace, Inc. 2018 Employee Stock Incentive Plan. 8-K 001-36404 10.2 August 21, 2025 10.40+ Form of Non-Qualified Stock Option Agreement pursuant to the Amended and Restated XTI Aerospace, Inc. 2018 Employee Stock Incentive Plan. 8-K 001-36404 10.3 August 21, 2025 99 10.41+ Form of Restricted Stock Award Agreement pursuant to the Amended and Restated XTI Aerospace, Inc. 2018 Employee Stock Incentive Plan. 8-K 001-36404 10.4 August 21, 2025 10.42+ Form of Restricted Stock Unit Award Agreement pursuant to the Amended and Restated XTI Aerospace, Inc. 2018 Employee Stock Incentive Plan. 8-K 001-36404 10.5 August 21, 2025 10.43+ Employment Agreement, dated September 1, 2025, by and between XTI Aerospace, Inc. and Michael A. Tapp. 8-K 001-36404 10.1 September 5, 2025 10.44+ Side Letter, dated September 1, 2025, from XTI Aerospace, Inc. to Michael A. Tapp. 8-K 001-36404 10.4 September 5, 2025 10.45 Placement Agency Agreement, dated September 12, 2025, by and between XTI Aerospace, Inc. and ThinkEquity LLC. 8-K 001-36404 10.1 September 15, 2025 10.46 Form of Lock-Up Agreement. 8-K 001-36404 10.2 September 15, 2025 10.47† Convertible Promissory Note issued by Valkyrie Sciences Holdings LLC to XTI Aerospace, Inc., dated October 21, 2025. 8-K 001-36404 10.1 October 27, 2025 10.48† Loan Agreement, dated July 10, 2025, by and among Drone Nerds Inc, Anzu Robotics, LLC and Banesco USA. 8-K 001-36404 10.1 November 12, 2025 10.49† Security Agreement, dated July 10, 2025, by and among Drone Nerds Inc, Anzu Robotics, LLC and Banesco USA. 8-K 001-36404 10.2 November 12, 2025 10.50 Amended and Restated Company Agreement of XTI Drones Holdings, LLC, dated November 10, 2025. 8-K 001-36404 10.3 November 12, 2025 10.51 Lock-Up Agreement, dated November 10, 2025, by and between XTI Aerospace, Inc. and The Origin Group DN, Inc. 8-K 001-36404 10.4 November 12, 2025 10.52 Lock-Up Agreement, dated November 10, 2025, by and between XTI Aerospace, Inc. and The Origin Group AZ, Inc. 8-K 001-36404 10.5 November 12, 2025 10.53 Registration Rights Agreement, dated November 10, 2025, by and among XTI Aerospace, Inc., The Origin Group DN, Inc., and The Origin Group AZ, Inc. 8-K 001-36404 10.6 November 12, 2025 10.54 Securities Purchase Agreement, dated November 10, 2025, by and between XTI Aerospace, Inc. and Unusual Machines, Inc. 8-K 001-36404 10.7 November 12, 2025 10.55 Placement Agency Agreement, dated November 10, 2025, by and between XTI Aerospace, Inc. and ThinkEquity LLC 8-K 001-36404 10.8 November 12, 2025 10.56+ Employment Agreement, dated December 30, 2025, by and between XTI Aerospace, Inc. and Scott Pomeroy. 8-K 001-36404 10.1 January 2, 2026 10.57+ Employment Agreement, dated December 30, 2025, by and between XTI Aerospace, Inc. and Brooke Turk. 8-K 001-36404 10.2 January 2, 2026 10.58+ Employment Agreement, dated January 9, 2026, by and between XTI Aerospace, Inc. and Tobin Arthur. 8-K 001-36404 10.1 January 9, 2026 10.59+ Separation Agreement and Release, dated January 29, 2026, by and between XTI Aerospace, Inc. and Soumya Das. 8-K 001-36404 10.1 February 4, 2026 10.60+ Director Services Agreement, dated February 1, 2026, by and between XTI Aerospace, Inc. and Jonathan Ornstein. 8-K 001-36404 10.2 February 4, 2026 100 10.61† Credit Agreement, dated as of February 11, 2026, by and among Drone Nerds, LLC, Anzu Robotics, LLC, the other Loan Parties party thereto, and JPMorgan Chase Bank, N.A. 8-K 001-36404 10.1 February 17, 2026 10.62 Security Agreement, dated as of February 11, 2026, by and among Drone Nerds, LLC, Anzu Robotics, LLC, the other Loan Parties party thereto, any additional entities which become parties thereto, and JPMorgan Chase Bank, N.A. 8-K 001-36404 10.2 February 17, 2026 10.63 Subordination Agreement, dated as of February 11, 2026, by and among Drone Nerds, LLC, the other Loan Parties party thereto, each of the creditors listed on the signatory page thereto, and JPMorgan Chase Bank, N.A. 8-K 001-36404 10.3 February 17, 2026 10.64† Intellectual Property Security Agreement, dated as of February 11, 2026, by and between JPMorgan Chase Bank, N.A. and Drone Nerds, LLC and Anzu Robotics, LLC. X 10.65+ Director Services Agreement, dated January 1, 2025, by and between XTI Aerospace, Inc. and Tensie Axton. X 10.66+ Director Services Agreement, dated December 30, 2025, by and between XTI Aerospace, Inc. and Clinton Weber. X 10.67+ Consulting Agreement, dated as of February 1, 2026, by and between XTI Aerospace, Inc. and David E. Brody. X 16.1 Letter from Marcum LLP, dated March 27, 2025. 8-K 001-36404 16.1 March 27, 2025 19.1 Insider Trading Policy. X 21.1 List of Subsidiaries of the Company. X 23.1 Consent of CBIZ LLP. X 23.2 Consent of Marcum LLP. X 24.1 Power of Attorney (included on signature page). X 31.1 Certification of the Company’s Principal Executive Officer pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. X 31.2 Certification of the Company’s Principal Financial Officer pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. X 32.1## Certification of the Company’s Principal Executive Officer and Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. X 97.1 XTI Aerospace, Inc. Clawback Policy . 10-K 001-36404 97.1 April 16, 2025 101.INS Inline XBRL Instance Document (the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document) X 101.SCH Inline XBRL Taxonomy Extension Schema Document X 101.CAL Inline XBRL Taxonomy Extension Calculation Linkbase Document X 101.DEF Inline XBRL Taxonomy Extension Definition Linkbase Document X 101.LAB Inline XBRL Taxonomy Extension Label Linkbase Document X 101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase Document X 104 Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101) X + Indicates a management contract or compensatory plan. † Exhibits, schedules and similar attachments have been omitted pursuant to Item 601 of Regulation S-K and the registrant undertakes to furnish supplemental copies of any of the omitted exhibits and schedules upon request by the SEC. ## This certification is deemed not filed for purposes of Section 18 of the Exchange Act or otherwise subject to the liability of that section, nor shall it be deemed incorporated by reference into any filing under the Securities Act or the Exchange Act. 101 SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. XTI AEROSPACE, INC. Date: April 15, 2026 By: /s/ Scott Pomeroy Scott Pomeroy Chief Executive Officer Each person whose signature appears below constitutes and appoints Scott Pomeroy and Brooke Turk, and each of them, as his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments to this Annual Report on Form 10-K, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his substitutes, may lawfully do or cause to be done by virtue thereof. Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated: Signature Title Date /s/ Scott Pomeroy Chief Executive Officer, Chairman and Director April 15, 2026 Scott Pomeroy (Principal Executive Officer) /s/ Brooke Turk Chief Financial Officer April 15, 2026 Brooke Turk (Principal Financial and Accounting Officer) /s/ Tensie Axton Director April 15, 2026 Tensie Axton /s/ David Brody Director April 15, 2026 David Brody /s/ Jonathan Ornstein Director April 15, 2026 Jonathan Ornstein /s/ Clinton Weber Director April 15, 2026 Clinton Weber 102