AIR T INC SEC Filings

AO Partners Fund, AO Partners LLC, Groveland Capital, Groveland DST, Glenhurst Co. and Nicholas J. Swenson report significant holdings of Air T, Inc. common stock in an amended Schedule 13D.

Swenson beneficially owns 1,303,339 shares, or 48.3% of Air T’s 2,702,639 shares outstanding as of October 31, 2025, through a mix of direct ownership and affiliated entities. AO Partners Fund and AO Partners LLC each report 920,954 shares (34.2%), Groveland DST holds 233,098 shares (8.6%), Glenhurst Co. 94,438 shares (3.5%) and Groveland Capital 51,099 shares (1.9%).

The group states it acquired its position using approximately $11,600,977 of capital, believes Air T’s stock is undervalued, and indicates an intent to influence the company’s policies and assert shareholder rights, which may be deemed a control purpose. The reporting persons indicate no purchases or sales of Air T shares in the past sixty days.

Air T Funding, a finance subsidiary of Air T, Inc., is offering up to 320,000 Alpha Income Trust Preferred Securities ("Capital Securities") with a $25 liquidation amount per share, for aggregate gross proceeds of up to $8,000,000, in an "at the market" program through Ascendiant Capital Markets, LLC. The trust will invest all proceeds in 8.0% Junior Subordinated Debentures of Air T, which mature on June 7, 2049, and Air T fully and unconditionally guarantees distributions and redemption payments to the extent of funds in the trust. The Capital Securities pay cumulative quarterly cash distributions of $2.00 per year per share (8.0% of $25), are redeemable at par plus accrued distributions on or after June 7, 2024, and may also be redeemed upon a Tax Event or Investment Company Event. The securities are listed on NASDAQ under the symbol AIRTP; as of July 6, 2026, the last reported sales price was $19.63. Sales, combined with any separate Air T common stock ATM program, are limited by General Instruction I.B.6 of Form S-3, with one‑third of Air T’s non‑affiliate equity market value (about $9.0 million) capping primary offerings in any 12‑month period.

Air T, Inc. is establishing an at-the-market offering program to issue and sell up to $8,000,000 of common stock from time to time through Ascendiant Capital Markets, LLC as sales agent. The shares may be sold on NASDAQ or through other market transactions, with the sales agent earning a 3.0% commission on the gross sales price per share.

As of July 6, 2026, the aggregate market value of common equity held by non-affiliates was about $27.1 million, so sales are constrained by General Instruction I.B.6 of Form S‑3, monitored together with Air T Funding’s separate at‑the‑market program for up to $8,000,000 of Alpha Income Trust Preferred Securities. Air T intends to use any net proceeds for general corporate purposes, including investments in or advances to subsidiaries and debt reduction. An illustrative scenario using a sale of 52,757 shares at $31.99 per share shows immediate dilution of $7.31 per share to new investors relative to an as-adjusted net tangible book value of $24.68 per share.

Air T, Inc. entered into an At the Market Offering Agreement with Ascendiant Capital Markets, LLC allowing the company to sell, from time to time, shares of its common stock having an aggregate offering price of up to $8,000,000. Sales, if any, will be made as at-the-market offerings under Rule 415(a)(4), including directly on The Nasdaq Capital Market, other trading markets, or through market makers, and may also occur in privately negotiated transactions with prior written approval.

Air T will pay Ascendiant a placement fee of 3.0% of the gross sales price of any shares sold and is not obligated to sell any shares under the program. The shares are being offered under the company’s shelf registration statement on Form S-3, which became effective on March 27, 2024, and a related prospectus supplement dated July 10, 2026. Any sales will be subject to the limitations of General Instruction I.B.6 of Form S-3, which the company will monitor together with a separate at-the-market program for Alpha Income Preferred Securities.

Air T, Inc. (AIRT) files its 2026 Annual Report and Definitive Proxy Statement describing corporate strategy, recent transactions, governance and compensation items ahead of the August 25, 2026 Annual Meeting. The materials highlight two strategic transactions (the Crestone spin-out/merger and the Rex Regional Airlines restructuring) and provide full proxy details including director elections, an advisory vote on executive compensation, and ratification of Deloitte & Touche LLP as auditor.

The proxy discloses 2,691,664 shares outstanding as of June 30, 2026, top holders (including AO Partners I, L.P. at 1,336,070 shares, 49.64%), director and executive compensation tables, equity award schedules (aggregate 242,250 options outstanding under the 2020 Omnibus Plan) and auditor fees for fiscal 2026.

Air T, Inc. is asking stockholders to vote at the August 25, 2026 annual meeting on three main items: electing five directors, approving on an advisory basis the compensation of named executive officers, and ratifying Deloitte & Touche LLP as independent auditor for the fiscal year ending March 31, 2027.

Only holders of the 2,691,664 outstanding shares of common stock as of June 26, 2026 may vote, with each share entitled to one vote. Two major investor groups, AO Partners I, L.P. and affiliates and Farnam Street Partners, L.P. and affiliates, beneficially own 49.64% and 17.86% of the common stock, respectively, while directors and executive officers as a group beneficially own 68.55%.

The Board has a majority of independent directors, a combined Chair/CEO role held by Nick Swenson, and a Lead Independent Director structure. Executive pay includes modest fixed cash compensation for the CEO, performance-based incentives and options for the CFO, and equity awards under the 2020 Omnibus Stock and Incentive Plan, which had 242,250 options outstanding and 22,450 shares remaining available for issuance as of March 31, 2026.

Air T, Inc. shared an updated FY26 Q4 investor presentation highlighting a larger, more diversified aviation platform. For the year ended March 31, 2026, revenue reached $327.1 million and Adjusted EBITDA was $10.1 million, increases of 12% and 38% from the prior year.

The presentation outlines the completed acquisition of Arena Aviation Capital through majority‑owned Crestone Air Partners, which lifts aviation assets under management from $0.8 billion to $3.6 billion. It also reviews the December 2025 Rex regional airline acquisition, showing a preliminary $111 million bargain purchase gain and stub‑period revenue of $55 million with an operating loss of $14 million. Air T details segment trends, consolidated gross debt of $210.6 million (net debt $190.2 million), aircraft asset‑management growth to $917 million of assets under management, and extensive risk factors covering operations, leverage, and integration of Rex.

Air T, Inc. reported fiscal year 2026 results showing both growth and major portfolio changes. Revenue reached $327.1 million for the year ended March 31, 2026, up 12% or $35.2 million, including $55.3 million from the newly acquired Regional Express Holdings (Rex).

Despite higher sales, the company recorded an operating loss of $11.2 million, compared with operating income of $1.9 million a year earlier, reflecting acquisition and integration costs and weaker performance in some aviation parts activities. However, earnings before income taxes were $86.0 million, driven by a $111.2 million non‑cash bargain purchase gain from the Rex acquisition.

Adjusted EBITDA, which excludes items like depreciation, acquisition costs and the bargain gain, improved to $10.1 million from $7.4 million, and net income per share was $28.85 versus a net loss per share of $2.23 in the prior year. Segment results were mixed: Ground Support Equipment swung from an Adjusted EBITDA loss to a $4.3 million profit, Overnight Air Cargo and Digital Solutions posted modest improvements, while Commercial Aircraft, Engines and Parts saw lower revenue and Adjusted EBITDA as trading at Contrail normalized. The new Regional Airline segment contributed Rex’s initial results with $55.3 million of revenue and near break‑even Adjusted EBITDA after substantial non‑recurring charges.

Air T, Inc. files its annual report describing a diversified holding company focused on growing free cash flow per share through aviation and related businesses. The company operates five core segments: overnight air cargo, ground support equipment, commercial aircraft, engines and parts, digital solutions, and a newly created regional airline segment from its acquisition of Regional Express Holdings Pty Ltd in Australia.

The overnight air cargo segment relies heavily on long‑standing dry‑lease arrangements with FedEx, which provided about 35% of consolidated revenue in the year ended March 31, 2026. Ground Support Equipment is centered on deicing trucks and related equipment, including a multi‑year U.S. Air Force contract, while the commercial aircraft, engines and parts segment trades, leases, stores and disassembles aircraft and engines. Digital solutions provide data and software to aviation customers.

The Rex acquisition adds a 98‑aircraft regional airline network in Australia, extensive regulated routes and government‑backed facilities tied to strict operating commitments. The report highlights significant leverage, concentrated ownership—two holders control about 67% of common stock—and key risks including FedEx customer concentration, refinancing needs, cybersecurity, regulatory compliance, and integration and labor risks at Rex.