Air T (NASDAQ: AIRT) grows aviation platform as Crestone acquires Arena Aviation Capital

Filing Impact

(Very High)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

Air T, Inc., through majority-owned Crestone Air Partners, entered into a Share Purchase Agreement to acquire all outstanding shares of Arena Aviation Capital for aggregate consideration in excess of $35 million, subject to customary post-closing adjustments.

Upon closing, the combined platform is expected to have approximately 124 aircraft and 17 engines on lease worldwide, with over US$4 billion of assets under management and more than 55 employees across 5 countries. Air T and Crestone are also evaluating a potential strategic transaction that could involve selling a minority equity interest in Crestone or its affiliates, though discussions are preliminary and no definitive agreement has been executed.

Positive

Transformative aviation asset management scale: Crestone’s acquisition of Arena Aviation Capital is expected to create a combined platform with approximately 124 aircraft, 17 engines, and over US$4 billion of assets under management, materially expanding Air T’s aviation lifecycle and asset management capabilities.

Negative

None.

Insights

Air T uses Crestone to scale into a larger, global aircraft asset manager via the Arena acquisition.

Air T, through Crestone Air Partners, agreed to acquire all Arena Aviation Capital shares for consideration exceeding $35 million. Arena adds a diversified portfolio, deep airline relationships, and a seasoned management team, directly expanding Crestone’s aviation lifecycle platform.

After closing, the combined organization is expected to manage about 124 aircraft and 17 engines with over US$4 billion of assets under management and more than 55 employees across 5 countries. This scale supports broader asset management, technical services, and lease administration capabilities serving global airline and investor clients.

The company also states that Air T and Crestone are evaluating a potential strategic transaction that could include selling a minority equity interest in Crestone or its affiliates to a third party. Discussions are described as preliminary, with no definitive agreement, specific structure, valuation, or timing disclosed, and no assurance that any such transaction will occur.

03/09/2026 - 09:15 AM

______________________________________________________________________________

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

______________________________________________________________________________

FORM 8-K

______________________________________________________________________________

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of report (Date of earliest event reported): March 8, 2026

______________________________________________________________________________

AIR T, INC.

(Exact Name of Registrant as Specified in Charter)

______________________________________________________________________________

Delaware

001-35476

52-1206400

(State or Other Jurisdiction

of Incorporation)

(Commission

File Number)

(I.R.S. Employer

Identification No.)

11020 David Taylor Drive, Suite 305,

Charlotte, North Carolina 28262

(Address of Principal Executive Offices, and Zip Code)

________________(980) 595-2840__________________

Registrant’s Telephone Number, Including Area Code

Not applicable___

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):


☐			Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐			Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐			Pre-commencement communication pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐			Pre-commencement communication pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock	AIRT	NASDAQ Capital Market
Alpha Income Preferred Securities (also referred to as 8% Cumulative Capital Securities) (“AIP”)	AIRTP	NASDAQ Global Market


			Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
☐			Emerging growth company
☐			If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

Item 1.01 Entry into a Material Definitive Agreement

On March 8, 2026, Air T, Inc. (the “Company”), through Crestone Air Partners LLC (the “Purchaser” or “Crestone”), entered into a Share Purchase Agreement (the “Purchase Agreement”) with Arena Aviation Partners B.V. (“Arena”), the sellers party thereto (collectively, the “Sellers”), and Dirk Jan Smit, as Securityholders’ Agent, pursuant to which Purchaser agreed to acquire all of the outstanding shares of Arena.

At the closing, the Company paid aggregate consideration of in excess of $35 million, subject to customary post-closing adjustments pursuant to the Purchase Agreement, including for indebtedness and transaction expenses. In addition, certain holders of depositary receipts may be entitled to contingent cash payments based on collections under specified servicing agreements, as described in the Purchase Agreement. The foregoing description of the Purchase Agreement does not purport to be complete, and is qualified in its entirety by reference to the Purchase Agreement.

Item 8.01 Other Events

On March 8, 2026, the Company issued a press release announcing that Crestone has entered into a definitive agreement to acquire Arena. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated by reference herein.

In addition, the Company and Crestone, are evaluating a potential strategic transaction involving Crestone, which could include the sale of a minority equity interest in Crestone (or one or more of its affiliates) to a third party. Discussions regarding any such transaction remain preliminary. No definitive agreement has been executed, and there can be no assurance that any transaction will be pursued or consummated, or as to the timing, terms, structure, valuation, or amount of proceeds, if any.

This Current Report on Form 8-K and Exhibit 99.1 contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements are based on current expectations and assumptions and involve risks and uncertainties that could cause actual results to differ materially. The Company undertakes no obligation to update any forward-looking statements, except as required by law.

Item 9.01 Financial Statements and Exhibits


99.1			Press Release, dated March 8, 2026.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: March 9, 2026

AIR T, INC.

By: /s/ Tracy Kennedy

Tracy Kennedy, Chief Financial Officer

Crestone Air Partners to Acquire Arena Aviation Capital Denver, Colorado, March 8, 2026 – Crestone Air Partners, a global aviation asset management platform majority owned by Air T, Inc. (NASDAQ: AIRT), has entered into a definitive agreement to acquire Arena Aviation Capital, a well-established aviation asset manager with a diversified portfolio and deep airline relationships. The transaction is subject to closing conditions and approvals. The acquisition materially expands Crestone’s aviation lifecycle platform, enhancing its size and breadth of capabilities. Upon closing, the combined platform is expected to comprise approximately 124 aircraft and 17 engines on lease to customers globally, with over US$4 billion of assets under management and more than 55 employees across 5 countries, strengthening Crestone’s position as a leading full-service aviation asset manager headquartered in Denver with a broad operating footprint. Arena brings a seasoned team, a complementary portfolio, and deep expertise that aligns closely with Crestone’s lifecycle-oriented investment approach. The combined organization will maintain offices in Denver, Amsterdam, and Dublin, with satellite presences in Singapore and Buenos Aires, supporting airline relationships globally. “This transaction is a natural strategic fit and reflects our belief that the industry benefits from disciplined consolidation,” said Kevin Milligan, CEO and Co-Founder of Crestone Air Partners. “Global coverage and scaled capital are essential to delivering durable value. Arena brings a highly respected team, with an excellent track record, strong technical capabilities, and long-standing relationships with aircraft owners and airlines.” “For Arena, this transaction marks an important milestone following more than a decade of building the business,” said Patrick den Elzen, CEO of Arena Aviation Capital. “I am immensely proud of what my partners and our team have achieved, growing Arena into a trusted and respected aircraft lease management platform. We believe joining Crestone is the right next chapter, creating new opportunities for our team, strengthening our offering to investor clients, and positioning the platform for long-term success.” A portion of Arena Aviation Capital’s management team will play key roles within the combined organization. Crestone anticipates a seamless integration focused on continuity for airline customers, capital partners, and employees. The combined group

will leverage synergies across asset management, technical services, lease administration, and market intelligence, enabling more efficient operations and enhanced support for aircraft owners throughout the asset lifecycle. Crestone was advised by Pillsbury Winthrop Shaw Pittman LLP as legal counsel, Kroll, LLC as financial advisor, and PwC on tax matters. About Crestone Air Partners Crestone Air Partners, Inc. (CAP) invests in commercial jet aircraft and the engines that power them on behalf of our capital partners. We are a full-service aviation asset management platform with a diverse portfolio of aircraft and engines leased to airlines globally. We target transactions throughout the asset lifecycle, taking a collaborative approach with our clients by offering flexible lease terms tailored to our customers’ requirements. Crestone brings unique value to transactions by drawing on the expertise and capabilities of interrelated aviation specialist subsidiary businesses across the Air T family (airframe material sales, landing gear leasing, engine material sales, disassembly, and aircraft storage). Crestone is headquartered in Denver, Colorado, and is a business unit of Air T, Inc. holding company (NASDAQ: AIRT). Additional information can be found at: www.crestoneairpartners.com. About Arena Aviation Capital Arena Aviation Capital (www.arena-aviationcapital.com) is a full-service aircraft investment management company focusing on the complete life cycle of acquiring and leasing used commercial aviation assets, servicing investment and airline customers worldwide, and providing services including the origination, financing, risk management, and administration (finance/accounting and legal) of commercial aviation assets. Arena today manages aircraft and engines leased to airline customers worldwide. About Air T, Inc. Established in 1980, Air T Inc. is a portfolio of powerful businesses and financial assets, each of which is independent yet interrelated. Its core segments are overnight air cargo, ground support equipment, commercial aircraft, engines and parts, digital solutions, and regional airline. We seek to expand, strengthen and diversify Air T's after-tax cash flow per share. Our

goal is to build Air T's core businesses, and when appropriate, to expand into adjacent and other industries. We seek to activate growth and overcome challenges while delivering meaningful value for all stakeholders. For more information, visit www.airt.com.

Source: View Original Filing on SEC EDGAR

FAQ

What major transaction did Air T (AIRT) announce involving Crestone Air Partners?

Air T, through majority-owned Crestone Air Partners, agreed to acquire all outstanding shares of Arena Aviation Capital. The deal is structured via a Share Purchase Agreement and aims to combine both aviation asset management platforms once closing conditions and approvals are satisfied.

How much is Air T paying to acquire Arena Aviation Capital?

At closing, Air T paid aggregate consideration in excess of $35 million to acquire all Arena Aviation Capital shares. The purchase price is subject to customary post-closing adjustments, including changes for indebtedness and transaction expenses specified in the Share Purchase Agreement.

What will the combined Crestone and Arena platform look like after closing?

Upon closing, the combined platform is expected to include approximately 124 aircraft and 17 engines on lease worldwide, with over US$4 billion of assets under management and more than 55 employees across 5 countries, creating a larger full-service aviation asset manager.

How does the Arena acquisition benefit Crestone Air Partners and Air T (AIRT)?

The acquisition adds Arena’s diversified portfolio, deep airline relationships, and experienced management team to Crestone’s platform. This combination expands lifecycle-oriented aviation asset management capabilities, technical services, and global reach, which together strengthen Air T’s presence in aircraft and engine leasing markets.

Is Air T considering a strategic transaction involving Crestone Air Partners?

Air T and Crestone are evaluating a potential strategic transaction that could involve selling a minority equity interest in Crestone or its affiliates to a third party. Discussions are preliminary, no definitive agreement has been signed, and there is no assurance any transaction will be completed.

Are there any contingent payments related to the Arena acquisition?

Certain holders of Arena depositary receipts may be entitled to contingent cash payments. These payments would be based on collections under specified servicing agreements, as described in the Share Purchase Agreement, adding a performance-linked component beyond the initial consideration paid at closing.

Filing Exhibits & Attachments

5 documents

Press Releases

EX-99.1 EX-99.1 6.3 KB

Air T (NASDAQ: AIRT) grows aviation platform as Crestone acquires Arena Aviation Capital