Sec Form 4 Filing - Anderson Kelly @ AgEagle Aerial Systems Inc. - 2024-06-28

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL OMB Number: 3235-0287 Expires: November 30, 2011 Estimated average burden hours per response... 0.5

1. Name and Address of Reporting Person Anderson Kelly 2. Issuer Name and Ticker or Trading Symbol AgEagle Aerial Systems Inc. [ UAVS] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director _____ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) C/O AGEAGLE AERIAL SYSTEMS INC., 8201 E. 34TH STREET N, SUITE 1307 3. Date of Earliest Transaction (MM/DD/YY) 06/28/2024 (Street) WICHITA, KS67226 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Common Stock, par value $0.001 06/28/2024 A 1,903 ( 2 ) ( 3 ) A $ 0 20,815 ( 2 ) D Common Stock, par value $0.001 06/28/2024 A 1,500 ( 1 ) ( 2 ) A $ 0 18,912 ( 2 ) D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) 6. Date Exercisable and Expiration Date (MM/DD/YY) 7. Title and Amount of Underlying Securities (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Anderson Kelly C/O AGEAGLE AERIAL SYSTEMS INC. 8201 E. 34TH STREET N, SUITE 1307 WICHITA, KS67226 X Signatures /s/ Kelly Anderson 07/02/2024 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Reflects restricted stock units granted under the Company's 2017 Omnibus Equity Incentive Plan as part of her director compensation for the fiscal quarter ended June 30, 2024. These restricted stock units vest 100% on the grant date. ( 2 )Takes into account the 20:1 reverse stock split effected on February 9, 2024. ( 3 )Represent restricted stock units issued under the Company's 2017 Omnibus Equity Incentive Plan due to the cancellation of all outstanding options. Two RSU's were granted for every three options cancelled. The RSU's will vest as follows: 1/3 immediately, 1/3 after one year and 1/3 after two years.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.