Welcome to our dedicated page for Air Industries SEC filings (Ticker: AIRI), a comprehensive resource for investors and traders seeking official regulatory documents including 10-K annual reports, 10-Q quarterly earnings, 8-K material events, and insider trading forms.
Air Industries Group filings document material-event reporting for a Nevada aerospace and defense manufacturer with common stock listed on NYSE American under AIRI. The company’s Form 8-K disclosures cover financial results, preliminary results, executive departures and appointments, and amendments to its Loan and Security Agreement, including covenant waivers, maturity extensions and collateral arrangements.
Its regulatory record also addresses capital-structure matters such as common stock registration, debt obligations and at-the-market offering proceeds, along with governance, risk and shareholder-voting matters associated with corporate transactions and public-company reporting.
Air Industries Group reported a first‑quarter 2026 net loss of $1.02 million (loss per share $0.21) on net sales of $11.61 million, down modestly from 2025. Gross profit improved to $2.60 million, lifting gross margin to 22.4% from 16.8% on better mix and cost actions.
The company remains highly leveraged, with total debt of $26.56 million to third parties and related‑party subordinated notes of $4.87 million. It failed the required Fixed Charge Coverage Ratio, posting 0.93x versus the 1.10x covenant, and its main credit facility expires on September 30, 2026. The lender has advised it will not renew, leading management to state there is substantial doubt about continuing as a going concern. Cash was only $0.29 million, with an additional $3.93 million held as restricted cash.
Despite these pressures, Air Industries highlights unfilled contract value of $269.2 million, including funded backlog of $134.7 million, mainly with major aerospace and defense primes. The company also agreed to merge with Tenax Aerospace Acquisition, expecting to issue about 122.6 million new shares so Tenax holders own roughly 96% of the combined company at closing.
Air Industries Group (AIRI) is asking stockholders to approve related proposals to close a merger with Tenax Aerospace Acquisition, LLC under which AIR will issue equity consideration to Tenax members. The base merger consideration is 94,400,000 shares, and an illustrative Debt Adjusted AIR Share Price as of March 31, 2026 yields ~122,560,607 shares. After closing, existing AIR stockholders are expected to own ~4% and Tenax members ~96% on a fully diluted basis, subject to adjustments tied to AIR’s net indebtedness. The merger requires stockholder approval of (i) the stock issuance, (ii) an increase in authorized shares, and (iii) stockholder written consent; closing also requires regulatory clearances, listing approval and other customary conditions. The Board unanimously recommends approval.
Air Industries Group’s Acting CEO and President Scott Glassman reported routine equity compensation activity tied to restricted stock units. On the reported date, he acquired 20,427 shares of common stock through a derivative exercise related to vested RSUs, at a stated price of $0.0000 per share.
To cover tax obligations on this vesting, 8,447 common shares were withheld by Air Industries Group, with no shares sold in the market. Following these transactions, Glassman directly held 32,409 shares of common stock. He also continues to hold stock options covering 2,000, 3,000, 4,100 and 5,000 underlying shares at exercise prices of $12.20, $8.40, $3.43 and $3.50, respectively, along with additional RSU positions of 20,427 and 12,159 underlying shares.
Air Industries Group director Michael Porcelain received an equity grant of 4,484 shares of Common Stock at $3.19 per share on April 10, 2026. After this award, he directly owns 75,751 Common shares. He also holds restricted stock units tied to 60,791 underlying Common shares and multiple stock option awards with exercise prices ranging from $3.00 to $23.80 per share. The RSUs represent the right to receive one share of Common Stock per unit, vesting upon grant and settling on the later of the first anniversary of the award date or a qualifying Change in Control, or at 18 months if no such event occurs.
Air Industries Group reported 2025 net sales of $47.9 million but a net loss of $1.3 million, as it continues to invest in capacity and faces high fixed costs. Funded backlog reached $136.8 million, up 16.0%, with total unfilled contract value of $270.1 million, supporting future revenue visibility.
The company is highly leveraged, with indebtedness of about $25.2 million at year-end 2025 and a going concern explanatory paragraph from its auditor. Its main credit facility with Webster Bank matures in September 2026, and Webster has indicated it does not want to renew, forcing refinancing under uncertain terms.
To address the balance sheet and pursue growth, Air Industries agreed to acquire Tenax Aerospace Acquisition via stock. Based on year-end net indebtedness, it would issue approximately 112.5 million shares, leaving Tenax members owning about 95% of the common stock after closing, a transformative but highly dilutive transaction subject to significant closing conditions.
Air Industries Group shareholder Charles L. Frischer has filed a Schedule 13D disclosing a 9.4% ownership stake in the company. He reports beneficial ownership of 449,998 common shares, based on 4,775,777 shares outstanding as of November 12, 2025.
Frischer states he invested approximately $1,461,479.75 of personal funds to acquire his position, describing his principal business as private investing. He indicates he may engage with management, the board and other shareholders on the company’s business, governance, management and strategy, and could consider seeking board representation, management changes or strategic transactions depending on future conditions.
Air Industries Group announced leadership changes in its senior management. On March 18, 2026, the Board appointed Scott Glassman as Acting Chief Executive Officer and President, in addition to his ongoing responsibilities as President of each subsidiary. He previously served as Chief Financial Officer, Principal Accounting Officer and Secretary and currently receives an annual salary of $231,000.
At the same time, the Board appointed Brian Drisgula as Vice President of Finance and Secretary of the company, and as Treasurer and Secretary of each subsidiary. He has extensive finance experience in aerospace, defense and pharmaceuticals and is employed at will with a current annual salary of $165,000.
Air Industries Group reported that Lou Melluzzo resigned as Chief Executive Officer and President, and from all other positions with the company and its subsidiaries, effective March 11, 2026. The company stated that his resignation was not due to any disagreement regarding operations, policies, or practices, financial or otherwise. A Separation and Release Agreement dated March 13, 2026, between the company and Mr. Melluzzo, is filed as an exhibit to this report.
Air Industries Group entered into an Eleventh Amendment to its Loan and Security Agreement with Webster Bank. This amendment extends the maturity date of the company’s revolving credit and term loans to September 30, 2026. The detailed terms and conditions are contained in the Eleventh Amendment, which is filed as an exhibit.
TAGLICH ROBERT reported acquisition or exercise transactions in this Form 4 filing.
Air Industries Group director and 10% owner Robert Taglich received an equity award of 12,159 restricted stock units on February 12, 2026. Each RSU represents one share of common stock and vested upon grant, with settlement tied to the first anniversary of the award date or a qualifying change in control, and no later than eighteen months after the award date. Following this award, he also directly holds common stock, stock options and convertible notes as reported in the filing.
TAGLICH ROBERT reported acquisition or exercise transactions in this Form 4 filing.
Air Industries Group director and 10% owner Robert Taglich received an equity award of 12,159 restricted stock units on February 12, 2026. Each RSU represents one share of common stock and vested upon grant, with settlement tied to the first anniversary of the award date or a qualifying change in control, and no later than eighteen months after the award date. Following this award, he also directly holds common stock, stock options and convertible notes as reported in the filing.