Air T, Inc. (NASDAQ: AIRT) grows revenue 63% while posting operating loss on acquisitions
Rhea-AI Filing Summary
Air T, Inc. reported strong top-line expansion but weaker profitability for the fiscal 2027 first quarter ended June 30, 2026. Revenue was $115.5 million, up 63% year over year, driven largely by the newly consolidated Regional Airline segment and growth in several aviation businesses. The company recorded an operating loss of $12.8 million, versus operating income of $0.8 million a year earlier, and Adjusted EBITDA of $0.8 million, down 45% from $1.5 million.
On a trailing twelve‑month basis, revenue reached $371.7 million, up 25%, while operating results deteriorated to a $24.9 million loss compared with $3.3 million of income in the prior period; Adjusted EBITDA rose 19% to $9.5 million. The Regional Airline business (Rex) generated $55.9 million of quarterly revenue and $1.9 million of Adjusted EBITDA but posted a $7.7 million operating loss, largely due to $8.8 million of non‑cash depreciation and amortization from purchase accounting.
Crestone Air Partners completed the $33.9 million acquisition of Arena Aviation Capital, creating a new Aviation Leasing and Asset Management segment. The combined platform manages $3.0 billion of assets and has $0.6 billion committed under LOI, with 124 aircraft and 17 engines under oversight. Air T ended the quarter with $21.7 million in cash and restricted cash and $42.4 million in available credit, and has repurchased 840,855 shares since 2013, representing 31% of shares outstanding.
Positive
- Quarterly revenue grew 63% to $115.5 million, adding $44.6 million year over year, driven by consolidation of Rex and continued expansion across core aviation segments.
- Trailing twelve‑month revenue increased 25% to $371.7 million, while LTM Adjusted EBITDA rose 19% to $9.5 million, indicating higher underlying cash earnings despite current GAAP losses.
- Crestone’s acquisition of Arena added an aviation leasing platform with $3.0 billion of assets under management and $0.6 billion under LOI, expanding fee‑based revenue potential.
- Air T reported $21.7 million in cash and restricted cash plus $42.4 million of available credit capacity, providing liquidity to support operations and integration activities.
Negative
- Quarterly profitability deteriorated from operating income of $0.8 million to an operating loss of $12.8 million, and Adjusted EBITDA fell 45% to $0.8 million.
- On a trailing twelve‑month basis, results swung from $3.3 million of operating income to an operating loss of $24.9 million, reflecting integration costs and higher non‑cash expenses.
- The Regional Airline segment (Rex) produced a $7.7 million operating loss in the quarter, with elevated $8.8 million depreciation and ongoing constraints from unscheduled engine removals.
- Total gross debt was $248.8 million and net debt $231.6 million, indicating a highly leveraged balance sheet alongside the current operating losses.
Filing Explained
Arena is acquired, but Air T’s 83.9% Crestone ownership comes with contingent consideration and a 10.25% platform preferred stake.
Air T reports that Crestone completed its acquisition of Arena on
The Form 8-K reports specified material events and, here, furnishes the quarter’s results and an updated investor presentation. Total Arena consideration was
Blue Owl funded
For Rex, the filing identifies aircraft availability as the operating constraint: as of
The key unresolved transaction item is the contingent consideration’s recurring earnings remeasurement until it is settled; later filings will establish the amounts recorded for those remeasurements.
8-K Event Classification
4 items: 2.02, 7.01, 8.01, 9.01
4 items
Item 2.02
Results of Operations and Financial Condition
Financial
Disclosure of earnings results, typically an earnings press release or preliminary financials.
Item 7.01
Regulation FD Disclosure
Disclosure
Material non-public information disclosed under Regulation Fair Disclosure, often investor presentations or guidance.
Item 8.01
Other Events
Other
Voluntary disclosure of events the company deems important to shareholders but not covered by other items.
Item 9.01
Financial Statements and Exhibits
Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Key Figures
Quarterly Revenue: $115.5 million
Quarterly Operating Income (Loss): $(12.8) million
Quarterly Adjusted EBITDA: $0.8 million
+5 more
8 metrics
Quarterly Revenue
$115.5 million
Revenue for the quarter ended June 30, 2026, up 63% year over year
Quarterly Operating Income (Loss)
$(12.8) million
Operating loss for the quarter ended June 30, 2026, versus $0.8 million income prior year
Quarterly Adjusted EBITDA
$0.8 million
Adjusted EBITDA for the quarter ended June 30, 2026, down 45% from $1.5 million
LTM Revenue
$371.7 million
Trailing twelve‑month revenue for the twelve months ended June 30, 2026, up 25%
LTM Adjusted EBITDA
$9.5 million
Trailing twelve‑month Adjusted EBITDA, up 19% from $8.0 million
Arena Acquisition Consideration
$33.9 million
Total consideration for Crestone’s acquisition of Arena Aviation Capital
Assets Under Management
$3.0 billion
Assets actively under management in the combined Crestone and Arena platform
Net Debt
$231.6 million
Total debt net of cash and cash equivalents as of the end of the quarter
Key Terms
Adjusted EBITDA, trailing twelve-month, contingent consideration, bargain purchase gain, +2 more
6 terms
Adjusted EBITDA financial
"Adjusted EBITDA was $0.8 million, a decrease of 45% from $1.5 million"
Adjusted EBITDA is a way companies measure how much money they make from their core operations, like running a business, by removing certain costs or income that aren’t part of regular business activities. It helps investors see how well a company is doing without distractions from unusual expenses or gains, making it easier to compare companies or track performance over time.
trailing twelve-month financial
"On a trailing twelve-month basis, revenues were $371.7 million"
Trailing twelve-month (TTM) is a measurement that adds up a company’s financial results from the most recent 12 months to show its current performance, rather than using a fixed fiscal year. Think of it like looking at a moving one‑year snapshot to smooth out seasonal swings and short‑term bumps; investors use TTM figures for revenue, earnings, and ratios to get a more up‑to‑date view when comparing companies or valuing a stock.
contingent consideration financial
"for $33.9 million — $21.7 million of cash plus $12.2 million of contingent consideration"
Contingent consideration is an additional payment agreed when one company buys another that will be paid later only if specific future targets are met, such as revenue, profit, or regulatory milestones. It matters to investors because it shifts risk between buyer and seller and affects the acquiring company's future cash flow and reported value — like promising a bonus after results are proven.
bargain purchase gain financial
"Air T recognized a $111.2 million bargain purchase gain which drove a non-cash write-up"
A bargain purchase gain happens when a buyer acquires another company's assets for less than those assets' estimated fair value, producing an immediate accounting profit for the buyer. For investors, it matters because that one-time gain boosts the acquirer's reported earnings and can signal a very favorable deal — like finding a valuable item at a steep discount — but it may also prompt scrutiny about whether asset values or the deal terms were estimated correctly.
Trust Preferred Securities financial
"Trust Preferred Securities (excl. 520K shares posted as collateral) 8.00%"
Trust preferred securities are a hybrid investment that blends features of bonds and stocks: an issuing company places assets into a separate trust which sells these securities and passes regular payments to holders much like bond interest. They can behave like equity for regulatory or accounting purposes while still offering a fixed-income stream, so they matter to investors because they carry higher income than plain bonds but also higher risk and potential sensitivity to issuer capital and credit moves.
Enterprise Agreements financial
"A substantial portion of Rex’s workforce is represented by labor unions under Enterprise Agreements"
Earnings Snapshot
Revenue: $115.5 million
Quarter ended June 30, 2026 (fiscal 2027 Q1)
Revenue
$115.5 million
+63% vs prior-year quarter
Operating income (loss)
$(12.8) million
Down from $0.8 million income prior-year quarter
Adjusted EBITDA
$0.8 million
-45% vs $1.5 million prior-year quarter
LTM Revenue
$371.7 million
+$75.4 million vs twelve months ended June 30, 2025
LTM Adjusted EBITDA
$9.5 million
+19% vs $8.0 million prior twelve-month period
FAQ
How did Air T (AIRT) perform financially in the quarter ended June 30, 2026?
Air T reported revenue of $115.5 million, up 63% year over year, but recorded an operating loss of $12.8 million and Adjusted EBITDA of $0.8 million, down from $1.5 million in the prior‑year quarter.
What are Air T (AIRT)’s trailing twelve‑month revenue and earnings metrics?
For the twelve months ended June 30, 2026, Air T generated $371.7 million in revenue, up 25%, with an operating loss of $24.9 million versus prior‑period income, and Adjusted EBITDA of $9.5 million, a 19% increase.
What are the key terms of Crestone’s acquisition of Arena disclosed by Air T (AIRT)?
Crestone acquired Arena Aviation Capital for $33.9 million, including $21.7 million cash and $12.2 million contingent consideration. The combined platform manages $3.0 billion of assets and has $0.6 billion committed under LOI.
How is the Rex regional airline segment affecting Air T (AIRT)’s results?
In 1Q27, Rex delivered $55.9 million in revenue and $1.9 million Adjusted EBITDA but posted a $7.7 million operating loss, largely due to $8.8 million of non‑cash depreciation and engine‑related aircraft availability constraints.
What is Air T (AIRT)’s current liquidity and leverage position?
Air T ended the quarter with $21.7 million in cash and restricted cash and $42.4 million of available credit. Consolidated gross debt was $248.8 million and net debt $231.6 million, reflecting significant leverage.
AI-generated analysis. How Rhea-AI works. Not financial advice.
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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): August 14, 2026
______________________________________________________________________________
(Exact Name of Registrant as Specified in Charter)
______________________________________________________________________________
(State or Other Jurisdiction of Incorporation) | (Commission File Number) | (I.R.S. Employer Identification No.) | ||||||||||||
(Address of Principal Executive Offices, and Zip Code)
________________(
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 | ||||||
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):
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 2.02 Results of Operations and Financial Condition
On August 14, 2026 , Air T, Inc. (the “Company”) issued a press release discussing its financial results for the quarter ended June 30, 2026. The full text of the press release issued in connection with the announcement is furnished as Exhibit 99.1 to this Current Report on Form 8-K.
The information furnished in this Current Report on Form 8-K, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed to be incorporated by reference into any filing of the Company under the Securities Act of 1933, as amended (the "Securities Act"), or the Exchange Act, except as expressly set forth by specific reference in such a filing.
Item 7.01 Regulation FD Disclosure
Updated Investor Presentation. The Company updated its investor presentation to potential investor groups. A copy of the updated PowerPoint Presentation to be used by the Company for such presentations is furnished as Exhibit 99.2 to this Current Report on Form 8-K and is incorporated herein by reference.
The information contained in Item 7.01 to this Current Report on Form 8-K (including Exhibits 99.2) is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise be subject to the liabilities of that section. The information in this Item 7.01 (including Exhibits 99.1) shall not be incorporated by reference into any registration statement or other document pursuant to the Securities Act of 1933, except as otherwise expressly stated in such filing.
Item 8.01 Other Events
For questions related to this release or other Air T matters, please use the Company’s interactive Q&A capability, through Slido.com, accessible from our website, to submit any questions. Questions submitted through Slido will be answered “live” and in writing at the Company’s Annual Meeting, and via a written response on a quarterly basis. Note that legal and pragmatic requirements restrict us from answering every question posted, yet we intend to address all reasonable and relevant questions with a written answer.
Item 9.01 Financial Statements and Exhibits
| 99.1 | Press Release of Air T, Inc. dated August 14, 2026 | ||||
| 99.2 | PowerPoint Presentation as of June 30, 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: August 14, 2026
AIR T, INC.
By: /s/ Tracy Kennedy
Tracy Kennedy, Chief Financial Officer
Air T, Inc. | NASDAQ: AIRT Page 1 of 5 A I R T , I N C . N A S D A Q : A I R T F O R I M M E D I A T E R E L E A S E Air T, Inc. Continues Track Record of Growth in First Quarter Fiscal 2027: Crestone Completes Acquisition of Arena MINNEAPOLIS, MN / August 14, 2026 / Air T, Inc. (NASDAQ: AIRT) today reported results for its fiscal 2027 first quarter ended June 30, 2026. Revenues totaled $115.5 million for the quarter ended June 30, 2026, an increase of $44.6 million, or 63%, compared to the same quarter in the prior fiscal year. The Company reported an operating loss of $12.8 million for the quarter, compared to operating income of $0.8 million in the prior-year quarter, a decrease of $13.7 million. Adjusted EBITDA was $0.8 million, a decrease of 45% from $1.5 million in the prior-year quarter. On a trailing twelve-month basis, revenues were $371.7 million, an increase of $75.4 million, or 25%, over the twelve months ended June 30, 2025. The operating loss for the trailing twelve-month period was $24.9 million, compared to operating income of $3.3 million in the prior-year period, a decrease of $28.2 million, while Adjusted EBITDA increased 19% to $9.5 million from $8.0 million. The operating loss in both three-months ended and twelve-months ended June 30, 2026 periods were driven primarily by two items: transaction and integration costs related to Crestone Air Partners' acquisition of Arena Aviation Partners, and non-cash depreciation arising from the fair- value step-up of the Rex aircraft fleet recorded in purchase accounting. While challenges exist that we must overcome, management remains confident in the long-term prospects of both Crestone and Rex. C R E S T O N E C O M P L E T E S A C Q U I S I T I O N O F A R E N A On June 10, Crestone acquired Arena Aviation Capital for $33.9 million — $21.7 million of cash plus $12.2 million of contingent consideration. The combined platform includes $3.0 billion of assets actively under management and $0.6 billion of assets committed under LOI: 124 aircraft and 17 engines, supported by a team of 55 experienced professionals based in Denver, Amsterdam, and Dublin. Blue Owl, an investor familiar and aligned with Air T’s permanent capital investment philosophy, was also brought on and funded $10.0 million of the purchase for Class B preferred units representing 10.25% of the platform. Air T owns 83.9% of Crestone following the acquisition. Post- close, the platform contributed $1.4 million of fees in the final twenty-one days of this quarter; a $3.5 million 21-day operating loss; and a $0.3 million 21-day adjusted EBITDA loss. The operating loss was primarily driven by $3.0 million of acquisition-related transaction costs, and the segment’s adjusted EBITDA loss reflects fixed general and administrative costs incurred over the full 21-day period against a limited number of transaction closings, primarily a timing issue. Concurrent with the acquisition, as of June 10th, Air T launched a new reporting segment: Aviation Leasing and Asset Management. Going forward, Crestone and Arena will be consolidated into Air T’s financials through this segment. This acquisition reflects the core of our investment thesis: we seek to empower dynamic, insightful leaders to build on businesses that they know well, and give them the runway and resources to thrive.
Air T, Inc. | NASDAQ: AIRT Page 2 of 5 R E X D E L I V E R S Q U A R T E R O F P O S I T I V E A D J U S T E D E B I T D A , C O N T I N U E S O P E R A T I O N A L T R A N S F O R M A T I O N In 1Q27, Rex generated $55.9 million of revenue, $1.9 million of Adjusted EBITDA, and $7.7 million of operating losses. The operating loss is primarily attributable to $8.8 million of Depreciation & Amortization driven by the revaluation of the fleet at acquisition for purchase accounting. Recall upon closing of the Rex acquisition, Air T recognized a $111.2 million bargain purchase gain which drove a non-cash write-up of Rex assets – as a result, these assets will correspondingly incur elevated D&A charges going forward. This is an entirely non-cash item that supports an otherwise fully owned and paid off fleet of Saab 340 aircraft. Owning a fleet provides Rex with crucial variable utilization capability, allowing the company to match passenger traffic supply with demand. Air T continues to focus on recovering the core operational foundation at Rex, which has previously supported over two decades of consistently profitable execution. The binding constraint continues to be aircraft availability due to unscheduled engine removals and third-party MRO turnaround times. Rex presently operates with 32 active aircraft, 30 of which are scheduled on regular lines of flying. Air T deeply values our continued partnership with the Australian Commonwealth and the regional and remote communities that Rex serves. We see active aircraft growth and network restoration as top Rex priorities. We are committed to growing essential connectivity to remote and rural Australia with our highly-skilled, steadfast and customer-centric management team. O T H E R QUARTERLY HIGHLIGHTS Air T ended the quarter with $21.7 million in cash and restricted cash and $42.4 million in available funds under its lines of credit. Since current management arrived in October 2013, the Company has repurchased 840,855 shares, net of issuances, representing 31% of shares outstanding. P L E A S E A S K U S Q U E S T I O N S ! If you have questions related to this release or other Air T matters, please use our interactive Q&A capability through Slido.com, accessible from our www.airt.com website. Questions will be answered at our Annual Meeting and in our quarterly investor deck. A N N U A L M E E T I N G Our Annual Meeting will be held on Tuesday, August 25, 2026, and we would enjoy the chance to meet our shareholders in person. The meeting will be held in person at the Company’s Minnesota executive office, 5000 W. 36th Street, Suite 105, Minneapolis, Minnesota 55416. The meeting will also be accessible by webcast by visiting https://agm.issuerdirect.com/airt. We recommend that you log in at least 15 minutes before the meeting to ensure you are logged in when the meeting starts. The proxy materials were either made available to you over the Internet or mailed to you beginning on or about July 10, 2026. A B O U T A I R T , I N C . Established in 1980, Air T Inc. is a portfolio of 21 companies and 1,600+ employees across six core segments: overnight air cargo, ground support equipment, commercial aircraft, engines and parts,
Air T, Inc. | NASDAQ: AIRT Page 3 of 5 regional airline, digital solutions, and aviation leasing and asset management. We seek to expand, strengthen and diversify after-tax cash flow per share. Contains forward-looking statements subject to risks and uncertainties, including the integration and performance of Rex and Arena, fuel and foreign exchange volatility, aircraft availability, and geopolitical conditions, as described in the Company’s SEC filings. C O N T A C T : Tracy Kennedy, Chief Financial Officer — tkennedy@airt.com — www.airt.com A P P E N D I X – L T M R E C O N C I L I A T I O N S ( $ 0 0 0 s ) EXHIBIT A – TOTAL REVENUE As Reported Entity / Segment FY26 Less: 1Q26 Add: 1Q27 LTM Revenue (12mo ended 6/30/26) Regional Airline 55,314 - 55,909 111,223 Overnight Air Cargo 128,687 31,451 31,199 128,435 Commercial Aircraft, Engines and Parts 89,909 22,428 20,848 88,329 Ground Support Equipment 47,185 15,070 3,683 35,798 Digital Solutions 9,097 2,096 2,627 9,628 Aviation Leasing and Asset Management - - 1,365 1,365 Reportable Segments Total 330,192 71,045 115,631 374,778 Corporate, Other & Eliminations (3,102) (175) (170) (3,097) Consolidated Total Revenue 327,090 70,870 115,461 371,681 As Reported Entity / Segment FY25 Less: 1Q25 Add: 1Q26 LTM Revenue (12mo ended 6/30/25) Overnight Air Cargo 124,911 30,383 31,451 125,979 Commercial Aircraft, Engines and Parts 119,412 26,614 22,428 115,226 Ground Support Equipment 38,940 7,354 15,070 46,656 Digital Solutions 7,268 1,678 2,096 7,686 Reportable Segments Total 290,531 66,029 71,045 295,547 Corporate, Other & Eliminations 1,319 382 (175) 762 Consolidated Total Revenue 291,850 66,411 70,870 296,309
Air T, Inc. | NASDAQ: AIRT Page 4 of 5 EXHIBIT B – OPERATING INCOME As Reported Entity / Segment FY26 Less: 1Q26 Add: 1Q27 LTM Operating Income / (Loss) (12mo ended 6/30/26) Regional Airline (14,236) - (7,727) (21,963) Overnight Air Cargo 6,189 1,466 1,923 6,646 Commercial Aircraft, Engines and Parts 6,231 858 (746) 4,627 Ground Support Equipment 4,110 1,338 (247) 2,525 Digital Solutions (1,279) (250) 151 (878) Aviation Leasing and Asset Management - - (3,497) (3,497) Reportable Segments Total 1,015 3,412 (10,143) (12,540) Corporate, Other & Eliminations (12,212) (2,564) (2,682) (12,330) Consolidated Operating Income / (Loss) (11,197) 848 (12,825) (24,870) As Reported Entity / Segment FY25 Less: 1Q25 Add: 1Q26 LTM Operating Income (Loss) (12mo ended 6/30/25) Overnight Air Cargo 6,220 1,831 1,466 5,855 Commercial Aircraft, Engines and Parts 6,497 1,082 858 6,273 Ground Support Equipment (1,210) (775) 1,338 903 Digital Solutions (1,064) (464) (250) (850) Reportable Segments Total 10,443 1,674 3,412 12,181 Corporate, Other & Eliminations (8,535) (2,251) (2,564) (8,848) Consolidated Operating Income / (Loss) 1,908 (577) 848 3,333
Air T, Inc. | NASDAQ: AIRT Page 5 of 5 EXHIBIT C – ADJUSTED EBITDA As Reported Entity / Segment FY26 Less: 1Q26 Add: 1Q27 LTM Adjusted EBITDA (12mo ended 6/30/26) Regional Airline 10 - 1,922 1,932 Overnight Air Cargo 6,926 1,614 2,096 7,408 Commercial Aircraft, Engines and Parts 7,330 660 (544) 6,126 Ground Support Equipment 4,251 1,374 (210) 2,667 Digital Solutions (428) (43) 419 34 Aviation Leasing and Asset Management - - (311) (311) Reportable Segments Total 18,089 3,605 3,372 17,856 Corporate, Other & Eliminations (7,964) (2,139) (2,568) (8,393) Consolidated Adjusted EBITDA 10,125 1,466 804 9,463 As Reported Entity / Segment FY25 Less: 1Q25 Add: 1Q26 LTM Adjusted EBITDA (12mo ended 6/30/25) Overnight Air Cargo 6,777 1,947 1,614 6,444 Commercial Aircraft, Engines and Parts 9,213 1,665 660 8,208 Ground Support Equipment (773) (511) 1,374 1,112 Digital Solutions (272) (312) (43) (3) Reportable Segments Total 14,945 2,789 3,605 15,761 Corporate, Other & Eliminations (7,582) (1,932) (2,139) (7,789) Consolidated Adjusted EBITDA 7,363 857 1,466 7,972
NASDAQ: AIRT FY27 Q1 Update A PORTFOLIO OF POWERFUL COMPANIES As of June 30, 2026
Certain statements in this Report, including those contained in “Overview,” are “forward-looking” statements within the meaning of the Private Securities Litigation Reform Act of 1995 with respect to the Company’s financial condition, results of operations, plans, objectives, future performance and business. Forward-looking statements include those preceded by, followed by or that include the words “believes”, “pending”, “future”, “expects,” “anticipates,” “estimates,” “depends” or similar expressions. These forward-looking statements involve risks and uncertainties. Actual results may differ materially from those contemplated by such forward-looking statements, because of, among other things, potential risks and uncertainties, such as: An inability to finance our operations through bank or other financing or through the sale or issuance of debt or equity securities; Economic and industry conditions in the Company’s markets; The risk that contracts with FedEx Corporation (“FedEx”) could be terminated or adversely modified; The risk that the number of aircraft operated for FedEx is reduced; The risk that GGS customers will defer or reduce significant orders for deicing equipment; The impact of any terrorist activities or armed conflict on U.S. soil or abroad; Changes in U.S. and foreign trade regulations and tariffs; The Company’s ability to manage its cost structure for operating expenses, or unanticipated capital requirements, and match them to shifting customer service requirements and production volume levels; The Company's ability to meet debt service covenants and to refinance existing debt obligations; The risk of injury or other damage arising from accidents involving the Company’s overnight air cargo operations, equipment or parts sold and/or services provided; Market acceptance of the Company’s commercial and military equipment and services; Competition from other providers of similar equipment and services; Changes in government regulation and technology; The risk that we may not successfully integrate Rex (including financial reporting, systems, and personnel), which could adversely affect our results and reporting; The risk that Rex’s revenues and operating costs may be volatile or unpredictable and that we may be unable to offset cost increases or revenue decreases through pricing, surcharges, cost reductions, or other measures, which could adversely affect our results; The risk that Rex may be unable to return aircraft to service on anticipated timelines, to retain regulated route contracts and protected airport slots, or to maintain compliance with the Rex Regional Commitments under the Commonwealth Facilities; The risk that the preliminary purchase price allocation for the Rex acquisition, including the determination and measurement of any bargain purchase gain and related tax treatment, may be revised as valuations and other inputs are finalized during the measurement period, which revisions could materially change our reported results of operations and financial position from period to period; The risk that Rex’s operations are subject to extensive regulation and oversight and that compliance failures or adverse regulatory actions could materially harm our business and results; The risk that the Rex transaction structure, including the Australian DOCA/administration process, could result in unexpected liabilities, claims, or delays that could materially harm our results and liquidity; Changes in the value of marketable securities held as investments; Mild winter weather conditions reducing the demand for deicing equipment; Market acceptance and operational success of the Company’s aircraft asset management business and related aircraft capital joint venture; and despite our current indebtedness levels, we and our subsidiaries may still be able to incur substantially more debt, which could further exacerbate the risks associated with our substantial leverage. We also wish to caution investors that other factors might in the future prove to be important in affecting our results of operations. New factors emerge from time to time. It is not possible for management to predict all of such factors, nor can it assess the impact of each such factor on the business or the extent to which any factor, or a combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements. We undertake no obligation to update publicly or revise any forward-looking statements, whether as a result of new information, future events or otherwise. 2 SAFE HARBOR
1. About AIR T, INC. 2. Our Growth Strategies 3. Quarterly News and Financial Updates 4. Appendix - Risk Factors 3 CONTENTS
4 ABOUT AIR T, INC.
We are an industrious American company established 40+ years and growing. 5 ■ Our businesses have a history of growth and cash flow generation. ■ We seek to identify and empower individuals and teams who will operate businesses well, increasing value over time. ■ We work to activate growth and overcome challenges, ultimately building businesses that flourish over the long term. ■ AIR T’s management team has a track record of successfully allocating capital.
6 1 See Slide 43 for case study demonstrating the Air T Flywheel in Action Build a brand and industrious network FLYWHEEL Generate extremely attractive returns on capital Secure and empower dynamic management Match with capital partners Identify good ideas
“Investor-Operator Partnership” is designed to drive short and long-term value creation. 7 “We want our businesses to be managed by dynamic individuals within high-performance teams. We are set up to make space for dynamos and support their enterprises. The holding company team seeks to focus resources, activate growth and deliver long-term value for everyone associated with AIR T, INC.” - Nick Swenson
Our Twelve Year Journey 8 1 Defined as A/R + Inventory – A/P 2 See reconciliation from reported Revenue, Operating Income, and Adjusted EBITDA to LTM figures on pages 37, 48 and 49 12 Months Ended Metrics 3/31/14 6/30/262 Businesses 3 21 Revenue 100.8M$ $ 371.7M Adj. EBITDA 3.4M$ $ 9.5M Total Debt -$ 246.3M$ Holdco Recourse Debt -$ 74.1M$ Total Assets 37.2M$ 469.1M$ Tangible Net Working Capital1 16.1M$ 82.3M$ Book Value 27.4M$ 66.9M$ Market Capitalization 20.2M$ 71.1M$
$115.5M 9 1Q27 Revenue (Net of intersegment eliminations) $0.8M 1Q27 Adj. EBITDA (Net of corporate overhead & intersegment eliminations) 6 CORE SEGMENTS 21 COMPANIES 1,600+ EMPLOYEES COMMERCIAL AIRCRAFT ENGINES AND PARTS $20.5M 1Q27 Revenue ($0.5M) 1Q27 Adj. EBITDA GROUND SUPPORT EQUIPMENT $3.7M 1Q27 Revenue ($0.2M) 1Q27 Adj. EBITDA REGIONAL AIRLINE $55.9M 1Q27 Revenue $1.9M 1Q27 Adj. EBITDA AVIATION LEASING AND ASSET MANAGEMENT $1.4M 1Q27 Revenue ($0.3M) 1Q27 Adj. EBITDA DIGITAL SOLUTIONS $2.5M 1Q27 Revenue $0.4M 1Q27 Adj. EBITDA OVERNIGHT AIR CARGO $30.0M 1Q27 Revenue $2.1M 1Q27 Adj. EBITDA
$371.7M 10 LTM 1Q27 Revenue (Net of intersegment eliminations) $9.5M LTM 1Q27 Adj. EBITDA (Net of corporate overhead & intersegment eliminations) 6 CORE SEGMENTS 21 COMPANIES 1,600+ EMPLOYEES COMMERCIAL AIRCRAFT ENGINES AND PARTS $88.3M LTM 1Q27 Revenue $6.1M LTM 1Q27 Adj. EBITDA GROUND SUPPORT EQUIPMENT $35.8M LTM 1Q27 Revenue $2.7M LTM 1Q27 Adj. EBITDA REGIONAL AIRLINE $111.2M LTM 1Q27 Revenue $1.9M LTM 1Q27 Adj. EBITDA AVIATION LEASING AND ASSET MANAGEMENT $1.4M LTM 1Q27 Revenue ($0.3M) LTM 1Q27 Adj. EBITDA DIGITAL SOLUTIONS $9.6M LTM 1Q27 Revenue $0.0M LTM 1Q27 Adj. EBITDA OVERNIGHT AIR CARGO $128.4M LTM 1Q27 Revenue $7.4M LTM 1Q27 Adj. EBITDA 1 See reconciliation from reported Revenue, Operating Income, and Adjusted EBITDA to LTM figures on pages 37, 48 and 49
AIR T, INC. FY Financial Highlights (For the Three-Month Period Ended 6/30) 11 1Q RESULTS 1 Adjusted EBITDA includes addition of share-based compensation and severance expense adjustments to enhance comparability with current year’s presentation. 2 See Adjusted EBITDA reconciliation on slide 36 1Q23 1Q24 1Q251 1Q26 1Q27 Revenue 50.9M$ 71.4M$ 66.4M$ 70.9M$ 115.5M$ Adjusted EBITDA2 1.5M$ 1.4M$ 0.9M$ 1.5M$ 0.8M$
AIR T, INC. FY Financial Highlights (For the Last Twelve-Month Period Ended 6/30) 12 LTM RESULTS 1 Adjusted EBITDA includes addition of share-based compensation and severance expense adjustments to enhance comparability with current year’s presentation. 2 See reconciliation from reported Revenue, Operating Income, and Adjusted EBITDA to LTM figures on pages 37, 48 and 49 3 In LTM 1Q23, Adjusted EBITDA was reduced by one-time ERC credit of $9.1M 1Q233 1Q24 1Q251 1Q26 1Q27 Revenue 191.0M$ 267.9M$ 281.8M$ 296.3M$ 371.7M$ Adjusted EBITDA2 3.5M$ 6.0M$ 5.7M$ 8.0M$ 9.5M$
AIR T, INC. Track Record of Revenue and Earnings Growth (For the Last Twelve-Month Period Ended 6/30) 13 LTM RESULTS
14 GROWTH STRATEGIES
GROWTH STRATEGIES Our four growth strategies are... 15 ■ Invest to build our current high-performing businesses. ■ Seek to acquire new cash-flow generating businesses. ■ Find investment opportunities and fund alongside third-party capital partnerships. ■ Identify great marketable securities or alternative assets.
GROWTH STRATEGY 1 We plan to reinvest in projects at our high-performing businesses by... 16 ■ Purchasing commercial aircraft for trading, leasing and part-out. ■ Purchasing engine parts inventory. ■ Funding deicer builds for Global Ground Support.
GROWTH STRATEGY 2 We seek to acquire new cash-flow generating businesses by... 17 ■ Identifying and acquiring high- performing businesses, which either complement our current portfolio or diversify into industries beyond aviation.
GROWTH STRATEGY 3 We plan to identify great marketable securities or alternative assets by... 18 ■ Searching for another committed activist opportunity. ■ Investing in distressed and high yield securities. ■ Investing in small cap securities. ■ Further investing in our current securities portfolio.
GROWTH STRATEGY 4 We plan to create unique investment products with outside capital partners by... 19 ■ Offering thoughtful and sustainable products with attractive return profiles ■ Attracting and retaining sophisticated investment professionals and creating space for talented asset managers.
Theoretical Toy Model Public Company versus Private Equity Fund 20 TOY MODEL ASSUMPTIONS Annual Return on Investment 5% Taxes Paid by PE Fund @ 7-year Intervals 30% Year Public Company $1 Private Equity Fund $1 Taxes Paid 0 $1.00 $1.00 $0.00 7 $1.34 $1.24 $0.10 14 $1.89 $1.59 $0.15 21 $2.65 $2.04 $0.19 28 $3.73 $2.63 $0.25 35 $5.25 $3.38 $0.32 42 $7.39 $4.34 $0.41 49 $10.40 $5.57 $0.53 Total $1.96 Question: Does a permanent capital vehicle like a public company have a structural advantage compared to a 7-year PE fund vehicle? Hypothesis: For the straightforward reason that PE funds trade assets every 7 years, public companies tend to have a significant structural advantage at every timescale. Complicating Factors: • Do annual corporate tax burdens of a public C- corporation differ from a company owned by a public company? • Does the inherent churn of buying and selling businesses within a public company overstate the advantage vs PE Fund? • Theoretically, the public company can buy and sell assets without regards to the calendar, therefore at better prices. • Cost and burden of being a public company. Note: In this model we assume that assets are sold by the private equity fund every seven years and reinvested after paying capital gains taxes on the gain on the sale. It is also assumed that the Public Company does not sell the assets and therefore does not pay capital gains tax. The model does not consider taxes paid on operational results. This projection, forecast or estimate is a forward-looking statement and an example only. It is based upon certain assumptions which are speculative in nature and may vary materially from actual results.
21 Portfolio of Companies 1 On June 10, 2026, Air T and Crestone management purchased 10% common interests of CAM from Mill Road investors. The parties also restructured CAM following the exit of Mill Road. Following these transactions, the remaining Air T's investment interests in CAM is approximately 29%. See page 24 for further details. Company Name Ownership % Acquisition Year (Calendar) Website Overnight Air Cargo Mountain Air Cargo 100% N/A mtaircargo.com CSA Air 100% N/A csaair.com Worldwide Aircraft Services 100% 2023 worldwide-aircraft.com Royal Aircraft Services 100% 2025 royalaircraft.com Commercial Aircraft, Engines, and Parts Contrail Aviation Support 100% 2016 contrail.com AirCo 100% 2017 aircollc.com AirCo Services 100% 2017 aircoservices-ict.com Jet Yard 100% 2017 jetyard.com Worthington Aviation 100% 2018 worthingtonav.com Air'Zona 100% 2021 airzonaaircraft.com LGSS 100% 2023 lgss-aero.com Aviation Leasing and Asset Management Crestone Air Partners ("CAP") 84% N/A crestoneairpartners.com Arena Aviation Partners B.V. 84% 2026 arena-aviationcapital.com Ground Support Equipment Global Ground Support 100% 1997 globalgroundsupport.com Digital Solutions Ambry Hill Technologies 100% 2018 ambryhill.com WorldACD 70% 2022 worldacd.com Regional Airline Regional Express Holdings 100% 2025 rex.com.au Corporate & Other BCCM Advisors 100% 2017 bccmadvisors.com Delphax Solutions 100% 2017 delphaxsolutions.com Runway Aero Advisors 100% N/A runwayaeroadvisors.com Wolfe Lake CRE 100% 2021 N/A Non-Consolidated Crestone Asset Management ("CAM") Note 1 N/A crestoneairpartners.com Bloomia Holdings, Inc. 33% 2018 lendway.com Cadillac Casting Inc. 20% 2019 cadillaccasting.com
22 Acquisition Timeline (2016-2026) 2016 2017 2018 2019 2020 2021 2022 2023 2024 2025 2026 Contrail Aviation CAEAP Jet Yard CAEAP Wolfe Lake CRE Corporate Royal Aircraft Overnight Air Cargo AirCo, AirCo Services CAEAP Ambry Hill Tech Digital Solutions Air'Zona CAEAP World ACD Digital Solutions LGSS CAEAP Regional Express Holdings Ltd Regional Airline Worthington Aviation CAEAP Worldwide Aircraft Overnight Air Cargo Arena Aviation Capital ALAM
Global Ground Support: a Transformation 23 1 Defined as A/R + Inventory – A/P CASE STUDY ■ In 1997, Air T acquired Simon Deicer, a small manufacturer of de-icing equipment – which was rebranded into Global Ground Support (GGS). ■ Since late 2013 under new Air T leadership, GGS and Air T have partnered to execute an ambitious growth strategy – ramping up deicing equipment production capacity while diversifying into catering equipment, training / simulation, and support. ■ Today, GGS is a leader in the GSE market – becoming the world’s second largest aircraft deicer truck manufacturer with a diversified services and training portfolio. ■ Despite operating in a mature space, GGS has driven ~50% top-line growth, ~1.9x adjusted EBITDA growth, and ~3x growth in book value. 3/31/14 3/31/26 Revenue (for 12-month period ended 3/31) 31.5M$ 47.2M$ Adj. EBITDA (for 12-month period ended 3/31) 2.3M$ 4.3M$ Total Debt -$ -$ Total Assets 24.4M$ 75.9M$ Tangible Net Working Capital1 11.6M$ 11.0M$ Tangible Book Value 19.9M$ 62.8M$
Crestone Completes Acquisition of Arena Aviation Capital AVIATION LEASING AND ASSET MANAGEMENT On June 10, 2026, Crestone Air Partners completed the acquisition of 100% of Arena Aviation Partners B.V. The acquired business becomes part of the newly created Aviation Leasing and Asset Management segment TRANSACTION SUMMARY ▪ Total consideration of $33.9M, which is comprised of $21.7M cash at closing plus contingent consideration recorded at a $12.2M acquisition-date fair value. ▪ The contingent element entitles certain former Arena owners to 57.5% of performance-based fees collected under acquired servicing agreements — uncapped, independent of continued employment, and remeasured through earnings each period until settled. ▪ The preliminary allocation assigns $29.7M to identifiable intangibles — existing customer contracts ($14.2M, 4-year life) and institutional investor relationships ($15.5M, 11-year life), producing $8.2M of goodwill. This is subject to refinement over the one-year measurement period. ▪ Transaction costs of $3.0M were expensed as incurred within G&A. ▪ To fund the purchase, CAP raised $10.0M from Blue Owl for Class B preferred units representing 10.25% of its equity, with put/call rights on the minority stake. COMBINED PLATFORM AT A GLANCE ASSETS UNDER MANAGEMENT Actively under management $3.0B Committed under LOI $0.6B PORTFOLIO & FOOTPRINT Aircraft 124 Engines 17 Professionals 55 Countries 5 Offices Denver · Amsterdam · Dublin Q1 FY27 CONTRIBUTION (FROM 6/10 CLOSE) Arena total revenue $0.6M Arena net loss ($0.4M) Segment revenue, incl. CAP $1.4M Fees earned: origination, due diligence and asset management Source: Air T, Inc. 10-Q, August 15, 2026. 24
Regional Airline 25 SEGMENT 1 ■ Acquired in December 2025. ■ Includes Regional Express Holdings Ltd. (REX) and Australian Airline Pilot Academy (AAPA). ■ Regional Airline servicing regional and remote communities in Australia. ■ Owner and operator of the largest SAAB 340 fleet in the world. ■ Significant inputs into Adjusted EBITDA include $8.8M of D&A and $0.7M of integration costs post-acquisition. Fuel spend is the primary driver of the Adjusted EBITDA loss. Higher unscheduled engine removals, together with lower engine throughput from third-party maintenance, repair and overhaul providers, also contributed to the loss by reducing the number of aircraft available for service below planned levels. * See Adjusted EBITDA reconciliation on slide 36 Three-month period ended 6/30 1Q26 1Q27 Revenue -$ 55.9M$ Adjusted EBITDA* -$ 1.9M$
Overnight Air Cargo 26 SEGMENT 2 ■ We operate two of the nine FedEx feeder airlines in North America. ■ Business units Mountain Air Cargo and CSA Air have a 40+ year history with FedEx. ■ Air T Companies since 1982 and 1983. ■ Air T added recently acquired Royal Aviation Services (RAS) to this segment in FY26 Q1. ■ Combined EBITDA increased by $0.5M YoY, driven by improved FedEx maintenance results at MAC and higher parts / labor revenue at WASI. An asset-light, predictable business. * See Adjusted EBITDA reconciliation on slide 36 Three-month period ended 6/30 1Q26 1Q27 Revenue 31.5M$ 31.2M$ Adjusted EBITDA* 1.6M$ 2.1M$
Commercial Aircraft Engines and Parts 27 SEGMENT 3 ■ We buy aircraft and engines, then either lease, trade, or send them to part out. ■ We supply parts to maintenance, repair, and overhaul facilities (MRO). ■ Companies in this segment include Contrail, AirCo, AirCo Services, Worthington, Jet Yard, Air’Zona, and LGSS. ■ Adjusted EBITDA decreased by $1.2M YoY, driven by lower leasing and component sales revenue at Contrail, and year-to-date softness at AirCo and Worthington, partially offset by improvement at Jet Yard and LGSS. A niche between aircraft owners and MRO shops, this segment will seek to grow by coordinating activities. * See Adjusted EBITDA reconciliation on slide 36 Three-month period ended 6/30 1Q26 1Q27 Revenue 22.4M$ 20.8M$ Adjusted EBITDA* 0.7M$ (0.5M)$
Ground Support Equipment 28 SEGMENT 4 ■ We manufacture deicing equipment, scissor lift trucks, and other ground support equipment. ■ Sole-source deicer supplier to the US Air Force for 20+ years. ■ Highly efficient light manufacturing facility. ■ The segment is comprised of Global Ground Support LLC. ■ Air T Company since 1998. ■ The decline in revenue and adjusted EBITDA was primarily attributable to the lower sales from timing of an annual U.S. military order and a large one-time deicing truck order in the prior year that did not recur. This was partially offset by improved gross margin and G&A cost discipline. Segment’s order backlog was $9.0 million as of 6/30/26 compared to $7.2 million as of 6/30/25. * See Adjusted EBITDA reconciliation on slide 36 Three-month period ended 6/30 1Q26 1Q27 Revenue 15.1M$ 3.7M$ Adjusted EBITDA* 1.4M$ (0.2M)$
Digital Solutions 29 SEGMENT 5 ■ Digital solutions develops and provides digital aviation and other business services to customers within the aviation industry to generate recurring subscription revenues. Digital solutions has historically been reported as part of the central corporate function referred to as Corporate and Other. ■ Companies in this segment include Ambry Hill Technologies and WorldACD. ■ Combined Adjusted EBITDA improved by $0.5M, as revenue growth and lower labor costs offset residual cost pressure in this group of companies. * See Adjusted EBITDA reconciliation on slide 36 Three-month period ended 6/30 1Q26 1Q27 Revenue 2.1M$ 2.6M$ Monthly Recurring Revenue (MRR) 0.7M$ 0.9M$ Adjusted EBITDA* (0.0M)$ 0.4M$
Aviation Leasing and Asset Management 30 SEGMENT 6 ■ The Aviation Leasing and Asset Management segment was formed in June 2026 and consists of Crestone Air Partners and Arena. ■ Both entities originate and structure asset acquisitions and related financings, and provides lease administration, technical and risk management, and remarketing services for aircraft and engines on lease to airlines globally. ■ The segment’s Adjusted EBITDA loss reflects fixed general and administrative costs incurred over the full 21-day period against a limited number of transaction closings, primarily a timing issue. * See Adjusted EBITDA reconciliation on slide 36 Three-month period ended 6/30 1Q26 1Q27 Revenue -$ 1.4M$ Adjusted EBITDA* -$ (0.3M)$
Aircraft Asset Management 31 ■ We manage assets for ourselves and our investor partners. The asset types include leased aircraft, consignments, and teardowns. ■ Our Aircraft JVs consist of the aircraft portfolio managed by Crestone Air Partners and Arena Aviation Partners, as well as additional assets from other strategic partnerships. ■ Our Aircraft JVs receive standard aviation industry management fees, including origination fees, administrative fees, disposition fees, and an incentive fee above a certain hurdle rate (which varies by investment transaction). ■ Our Aircraft JV investors seek to generate 10%+ returns after fees. As of: 3/31/24 3/31/25 3/31/26 6/30/26 Aircraft Assets Under Management (Net of Dispositions) 428M$ 577M$ 917M$ 3,024M$ Aircraft Assets Purchased 429M$ 632M$ 397M$ 90M$
AIR T, INC. FY Revenue by Business Unit (For the Three-Month Period Ended 6/30, all $s in Millions) 32 1Q RESULTS Quarter Ended June 30 H/(L) 1Q26 1Q27 Mountain Air Cargo 25.0 24.4 (0.6) (3%) CSA Air 3.5 3.2 (0.3) (8%) Worldwide Aircraft Services 2.8 3.2 0.4 14% Royal Aircraft Services 0.2 0.4 0.3 183% Overnight Air Cargo 31.5 31.2 (0.3) (1%) Contrail, LLC 9.7 6.4 (3.3) (34%) AirCo Companies 0.6 0.4 (0.2) (30%) Worthington Aviation, LLC 9.0 8.6 (0.4) (4%) Jet Yard Companies 2.1 2.8 0.7 35% Air'Zona Companies 0.5 0.6 0.1 14% Landing Gear Support Services 0.5 2.0 1.5 309% Commercial Aircraft, Engines and Parts 22.4 20.8 (1.6) (7%) Ground Support Equipment 15.1 3.7 (11.4) (76%) Digital Solutions 2.1 2.6 0.5 25% Regional Airline New 55.9 NM NM Aviation Leasing and Asset Management New 1.4 NM NM Reportable Segments Total 71.0 115.6 44.6 63% Corporate, Other, and Intersegment Eliminations (0.2) (0.2) 0.0 (3%) Consolidated Air T, Inc. 70.9 115.5 44.6 63%
AIR T, INC. FY Revenue by Business Unit (For the Twelve-Month Period Ended 6/30, all $s in Millions) 33 LTM RESULTS 1 See reconciliation from reported Revenue, Operating Income, and Adjusted EBITDA to LTM figures on pages 37, 48 and 49 LTM Ended June 30 H/(L) 1Q26 1Q27 Mountain Air Cargo 100.5 100.8 0.3 0% CSA Air 14.1 13.6 (0.5) (4%) Worldwide Aircraft Services 11.2 12.6 1.4 13% Royal Aircraft Services 0.2 1.5 1.3 871% Overnight Air Cargo 126.0 128.4 2.5 2% Contrail, LLC 49.9 30.1 (19.8) (40%) AirCo Companies 3.1 2.0 (1.2) (37%) Worthington Aviation, LLC 46.3 36.3 (10.0) (22%) Jet Yard Companies 10.8 11.0 0.2 2% Air'Zona Companies 2.6 2.3 (0.3) (11%) Landing Gear Support Services 2.5 6.7 4.2 166% Commercial Aircraft, Engines and Parts 115.2 88.3 (26.9) (23%) Ground Support Equipment 46.7 35.8 (10.9) (23%) Digital Solutions 7.7 9.6 1.9 25% Regional Airline New 111.2 NM NM Aviation Leasing and Asset Management New 1.4 NM NM Reportable Segments Total 295.5 374.8 79.2 27% Corporate, Other, and Intersegment Eliminations 0.8 (3.1) (3.9) 506% Consolidated Air T, Inc. 296.3 371.7 75.4 25%
AIR T, INC. Adjusted EBITDA by Business Unit (For the Three-Month Period Ended 6/30, all $s in Millions) 34 1Q RESULTS Quarter Ended June 30 H/(L) 1Q26 1Q27 Mountain Air Cargo 1.1 1.2 0.0 3% CSA Air 0.2 0.2 0.0 9% Worldwide Aircraft Services 0.4 0.7 0.3 90% Royal Aircraft Services (0.1) 0.0 0.1 NM Overnight Air Cargo 1.6 2.1 0.5 30% Contrail, LLC 1.4 0.1 (1.3) (96%) AirCo Companies (0.6) (0.5) 0.0 (7%) Worthington Aviation, LLC (0.1) (0.8) (0.7) 996% Jet Yard Companies (0.1) 0.5 0.5 NM Air'Zona Companies 0.1 0.0 (0.0) (61%) Landing Gear Support Services (0.1) 0.2 0.3 NM Commercial Aircraft, Engines and Parts 0.7 (0.5) (1.2) (182%) Ground Support Equipment 1.4 (0.2) (1.6) NM Digital Solutions (0.0) 0.4 0.5 NM Regional Airline New 1.9 NM NM Aviation Leasing and Asset Management New (0.3) NM NM Reportable Segments Total 3.6 3.4 (0.2) (6%) Corporate, Other, and Intersegment Eliminations (2.1) (2.6) (0.4) (20%) Consolidated Air T, Inc. 1.5 0.8 (0.7) (45%)
AIR T, INC. Adjusted EBITDA by Business Unit (For the Twelve-Month Period Ended 6/30, all $s in Millions) 35 LTM RESULTS 1 See reconciliation from reported Revenue, Operating Income, and Adjusted EBITDA to LTM figures on pages 37, 48 and 49 LTM Ended June 30 H/(L) 1Q26 1Q27 Mountain Air Cargo 4.9 4.2 (0.7) (15%) CSA Air 0.8 0.8 0.0 3% Worldwide Aircraft Services 0.8 2.5 1.7 207% Royal Aircraft Services (0.1) (0.1) (0.0) 13% Overnight Air Cargo 6.4 7.4 1.0 15% Contrail, LLC 11.7 8.7 (3.0) (26%) AirCo Companies (2.1) (2.0) 0.1 (7%) Worthington Aviation, LLC 0.1 (1.4) (1.5) NM Jet Yard Companies (1.0) 0.5 1.5 NM Air'Zona Companies 0.2 0.1 (0.1) (62%) Landing Gear Support Services (0.7) 0.2 0.9 NM Commercial Aircraft, Engines and Parts 8.2 6.1 (2.1) (25%) Ground Support Equipment 1.1 2.7 1.6 140% Digital Solutions (0.0) 0.0 0.0 NM Regional Airline New 1.9 NM NM Aviation Leasing and Asset Management New (0.3) NM NM Reportable Segments Total 15.8 17.9 2.1 13% Corporate, Other, and Intersegment Eliminations (7.8) (8.4) (0.6) (8%) Consolidated Air T, Inc. 8.0 9.5 1.5 19%
Adjusted EBITDA Reconciliation 36 1Q RESULTS (For the Three-Month Period Ended 6/30) 1Q23 1Q24 1Q25 1Q26 1Q27 GAAP Operating Income / (Loss) 0.8M$ 0.7M$ (0.6M)$ 0.8M$ (12.8M)$ Rex-Related Expenses: -$ -$ -$ -$ 9.5M$ Depreciation & Amortization -$ -$ -$ -$ 8.8M$ Post-Acquisition Integration -$ -$ -$ -$ 0.7M$ Crestone / Arena Expenses: -$ -$ -$ -$ 3.3M$ Acquisition Transaction Expenses -$ -$ -$ -$ 3.0M$ Depreciation & Amortization -$ -$ -$ -$ 0.3M$ Other Deal-Sourcing Expenses -$ -$ -$ 0.2M$ -$ Depreciation (excluding leased engine depreciation) 0.6M$ 0.7M$ 0.8M$ 0.7M$ 0.8M$ Asset Impairment, Write-Downs, Restructuring -$ -$ 0.4M$ 0.0M$ 0.0M$ TruPs Issuance Expenses & Other 0.0M$ 0.0M$ 0.3M$ (0.3M)$ 0.1M$ Adjusted EBITDA 1.5M$ 1.4M$ 0.9M$ 1.5M$ 0.8M$
Adjusted EBITDA Reconciliation 37 LTM RESULTS (For the Twelve-Month Period Ended 6/30) 1 Includes the addition of share-based compensation, severance expense and deal-sourcing expense adjustments to enhance comparability with current year’s presentation. 2 One-time transaction-based tax imposed by Australian state and territory governments on the transfer of interests in landholding entities, incurred directly as a result of the acquisition and not expected to recur 3 See reconciliation from reported Revenue, Operating Income, and Adjusted EBITDA to LTM figures on pages 37, 48 and 49 1Q23 1Q24 1Q251 1Q26 1Q27 Operating Income (GAAP) 9.6M$ (4.6M)$ 0.0M$ 3.3M$ (24.9M)$ Rex-Related Expenses: -$ -$ -$ -$ 27.2M$ Acquisition and Deal-Sourcing -$ -$ -$ -$ 5.5M$ Post-Acquisition Integration -$ -$ -$ -$ 0.7M$ Australian One-Time Landholder Duty Tax 2 -$ -$ -$ -$ 3.4M$ Depreciation & Amortization -$ -$ -$ -$ 17.6M$ Crestone / Arena Expenses: -$ -$ -$ -$ 3.3M$ Acquisition Transaction Expenses -$ -$ -$ -$ 3.0M$ Depreciation & Amortization -$ -$ -$ -$ 0.3M$ Other Deal Sourcing Expenses -$ -$ -$ 0.2M$ -$ Depreciation (excluding leased engine depreciation) 1.9M$ 2.6M$ 2.9M$ 2.9M$ 2.9M$ Asset Impairment, Write- Downs, Restructuring 0.8M$ 7.8M$ 1.6M$ 1.1M$ 0.8M$ One-Time ERC Credit (9.1M)$ -$ -$ -$ -$ TruPs Issuance Expenses & Other1 0.3M$ 0.1M$ 1.2M$ 0.4M$ 0.1M$ Adjusted EBITDA 3.5M$ 6.0M$ 5.7M$ 8.0M$ 9.5M$
38 Spotlight: Rex - 1Q27 SPOTLIGHT REGIONAL AIRLINE SEGMENT $55.9M Revenue — first full quarter $1.9M Adjusted EBITDA ($7.7M) Operating loss OPERATING PROFILE1Q27 PERFORMANCE ■ 32 active Saab 340 aircraft with 30 flying as of 8/11/26; fully owned fleet ■ Due to aircraft availability constraint, utilization per aircraft +80% since FY19 ■ 53 destinations via 7 hubs across all Australian states with 1,000+ flights / week ■ Over 1 million passengers carried annually ■ 78.6% of June departures operated on time, with a completion factor of 98.5% ■ 987 employees ■ Total revenue of $55.9M - passenger, ancillary, freight, charter, and gov’t subsidy ■ Operating loss of ($7.7M), of which $8.8M is attributable to D&A driven by step-up fair market re-valuation of the fleet at the time of the acquisition in December 2025. ■ Adjusted EBITDA of $1.9M ■ Fuel of $11.8M primary driver of operating loss – Rex incurs pass-through effect of higher per- litre prices, as it does not hedge fuel ■ Higher unscheduled engine removals and lower engine throughput from third-party MRO continue to constrain aircraft availability ■ A$13.3M undrawn engine facility plus A$20M operating line 1 Quarter ended June 30, 2026; no prior-year comparable. US$ per Form 10-Q; operating metrics per Rex management reporting $8.8M D&A attributable to Rex
Crestone Air Partners: Air T Flywheel in Action 39 Excerpts below from Air T 2026 Letter to Shareholders: Identify Good Ideas: • “Crestone management spun out of Contrail when it became clear that we had a team that was more into leasing than Contrail’s core engine teardown business.” Match with Capital Partners: • “We matched the Crestone team with capital to get them going, funded a cash burn j-curve, then got out of the way.” Secure and Empower Dynamic Management: • “The Crestone team did the rest-- they’ve grown wonderfully over the past six (6) years…When Arena was available for sale, and looking for a happy place to land their business, the Blue Owl people encouraged us to take a look.” Generate Extremely Attractive Returns on Capital: • “The resulting merger transaction builds scale and solves the needs of the sellers and younger talent.” • “…Blue Owl and other investors are pleased by the returns they are getting through Crestone’s aircraft & leasing management.” Build a Brand and Industrious Network: • “…our independent yet interrelated organization is likely to bring opportunities for value creation through Air T sister-company collaboration.” Build a brand and industrious network FLYWHEEL Generate extremely attractive returns on capital Secure and empower dynamic management Match with capital partners Identify good ideas SPOTLIGHT
40 AIR T, INC. Distributions Received from Equity Method Investees DISTRIBUTIONS Three-month period ended 6/30 Air T's Major Investees 6/30/24 6/30/25 6/30/26 Air T's Adjusted EBITDA 0.9M$ 1.5M$ 0.8M$ Plus: Distributions Received from Investments: Bloomia -$ -$ -$ CCI -$ -$ -$ Aircraft L.P. Interests 1.6M$ 0.8M$ 3.1M$ Other Investments 0.9M$ 0.3M$ 0.3M$ Total 3.4M$ 2.6M$ 4.3M$
GAAP Book Value of Non-Operating Assets 41 AIR T, Inc. owns the following public and private securities: OTHER ASSETS 1 Formerly known as Lendway Inc. and Insignia Systems, Inc. (ISIG); Air T owned 487,000 shares of Bloomia (TULP), representing 33.4% of outstanding shares, which had a market value of $1.6M as of 6/30/26 2 Balances reflect the equity method of accounting at the specified period end. 3 Consists of the book value of the portfolio managed by Crestone Asset Management, LLC ("CAM"), as well as additional assets from other strategic partnerships, subject to repayment of AAM 24-1 debt obligations. AIR T, INC. Non-Operating Assets 3/31/23 3/31/24 3/31/25 3/31/26 6/30/26 Bloomia Holdings, Inc. (TULP) Stock, "GAAP Book Value"1 3.8M$ 2.2M$ 0.7M$ -$ 4.1M$ CCI Investments (20.1% as of 3/31/26), "GAAP Book Value"2 3.1M$ 3.7M$ 3.9M$ 3.6M$ 3.5M$ Investment in BCCM Funds 0.5M$ 0.6M$ 0.6M$ 0.9M$ 1.1M$ Aircraft L.P. Interests3 8.2M$ 10.5M$ 14.3M$ 22.6M$ 20.3M$ Other Investments 2.5M$ 1.6M$ 0.1M$ (0.1M)$ (0.0M)$ Total GAAP Book Value 18.1M$ 18.6M$ 19.6M$ 27.0M$ 29.0M$
(in $USD millions) Rate Maturity Type 1Q27 FY26 AIR T, INC. DIRECT & GUARANTEED Bank Debt Alerus Term Note A SOFR + 2.00% 8/15/2029 Bank 7.9 8.3 Alerus Term Note C SOFR + 2.25% 5/15/2030 Bank 0.9 0.9 Overline Note - Alerus SOFR+2.00% 10/15/2026 Bank 2.8 - Alerus Revolver ($20M capacity as of 9/30/25) SOFR + 1.90% 8/28/2027 Bank 10.7 10.5 Total Bank Debt 22.3 19.8 Other Debt / Guarantees Trust Preferred Securities (excl. 520K shares posted as collateral) 8.00% 6/7/2049 TruPs 39.5 38.7 Holdco First-Loss on ATA 25.1 (25% x $41.3M)1 11.50% 12/15/2031 Guarantee 10.3 10.3 Holdco Guarantee of Contrail Revolver ($2M)2 - - Guarantee 2.0 2.0 Other Debt / Guarantees 51.9 51.0 Total Direct & Guaranteed 74.1$ 70.8$ NOT AIR T, INC. GUARANTEED Contrail Contrail Revolver 4001 SOFR + 3.11% 11/24/2027 Bank 11.6 8.2 Term Loan - OCAS II SOFR + 2.50% 4/1/2029 Bank 3.5 - Term Loan - OCAS I SOFR + 2.50% 5/1/2028 Bank 0.5 - Less: Holdco Guarantee of Contrail Revolver ($2M) - - (Deduct) (2.0) (2.0) Total Contrail (Net) 13.7 6.2 WorldACD (ATA 22.1 + Shanwick)4 ATA Alerus Term Loan 3001 SOFR + 1.90% 11/24/2032 Bank 6.0 6.0 ATA - ING Term Loan A 3.50% 2/1/2027 Bank 0.5 0.7 ATA - ING Term Loan B 4.00% 5/1/2027 Bank 1.1 1.2 Total WorldACD 7.7 7.8 REX Debt, Net of HoldCo Guarantee Commonwealth 40-Yr Sweep Note (fair value: $23.8M; face: $71.2M) Accretion 11/11/2054 Aussie 24.9 23.8 Line of Credit - Commonwealth 12.00% 12/17/2032 Aussie 11.6 - ATA 25.1 Honeywell Term Note 11.50% 12/15/2031 Private 41.3 41.3 Less: Holdco First-Loss (25%)1 - - (Deduct) (10.3) (10.3) Total REX (Net) 67.5 54.8 Other Wolfe Lake Real Estate Secured Term Note 3.65% 12/2/2031 Bank 8.7 8.8 AAM 24-1 Note (Honeywell) 8.50% 5/31/2035 Private 75.0 60.0 MAC HQ Real Estate Secured - BofA Term Loan SOFR + 1.86% 2/21/2030 Bank 2.1 2.2 Total Other 85.8 70.9 Total Non-Air T Guaranteed 174.6$ 139.8$ TOTAL GROSS DEBT 248.8$ 210.6$ Less: Cash and Cash Equivalents (17.1) (20.3) TOTAL DEBT, NET OF CASH AND CASH EQUIVALENTS 231.6$ 190.2$ 42 CONSOLIDATED DEBT SCHEDULE AIR T, INC.’s capital structure is designed to appropriately shape our bet sizes; in part by utilizing non-recourse leverage For example, AIR T guarantees Contrail’s bank loans to a maximum limit of $2.0 million. ¹ HoldCo guarantees 25% first-loss on ATA 25.1 ($41.3M): 25%×$41.3M=$10.3M shown in Air T guaranteed; deducted from REX net. ² HoldCo guarantees $2M Contrail revolver. ³ OCAS = Contrail-related party debt to minor interest owner. ⁴ ATA 22.1 + Shanwick combined under WorldACD.
APPENDIX 43
44 1 Consists of other consolidated businesses that are insignificant and do not fit cleanly into the Commercial Aircraft Engines and Parts, Overnight Air Cargo, Ground Support Equipment, Digital Solutions, Regional Airline, or Aviation Leasing and Asset Management segments. Corporate and Other Subcomponent of Operating Income (excluding Equity Method Investments) Three-month period ended 6/30 1Q26 1Q27 Corporate Overhead (1.9M)$ (2.1M)$ Other Subsidiaries1 (0.8M)$ (0.8M)$ Total Corporate and Other (2.7M)$ (2.9M)$
45 Corporate Overhead Detail 1 Enterprise wide procurement of software, insurance, and services on behalf of subsidiaries to achieve economies of scale and better pricing. 2 Direct holding company operating expenses not attributable to operating subsidiaries. 3 External audit, financial reporting, external legal fees, filing and listing fees and other public company specific obligations. 4 Centralized treasury, payroll, tax, IT, benefits administration and executive functions. 5 Deal sourcing, due diligence and advisory costs related to acquisitions. 6 Allocation of shared service costs and direct central purchase usage to subsidiaries based on actual consumption or benefit received. Three-month period ended 6/30 1Q26 1Q27 Central Purchases1 2.2M$ 2.8M$ HoldCo Costs2 0.7M$ 1.1M$ Costs of Being a Publicly Traded Company3 0.6M$ 0.7M$ Shared Services4 0.8M$ 1.0M$ M&A Related Costs5 0.2M$ -$ Subtotal 4.6M$ 5.7M$ Business Consumption Allocations6 (2.7M)$ (3.5M)$ Total Corporate Overhead 1.9M$ 2.1M$
46 Consolidated Debt Schedule (Pre-FY26) (in $USD millions) Rate Maturity Type FY25 FY24 FY23 FY22 AIR T, INC. DIRECT & GUARANTEED Bank Debt Alerus Term Note A SOFR + 2.00% 8/15/2029 Bank 9.8 - - - Alerus Revolver ($20M capacity as of 9/30/25) SOFR + 1.90% 8/28/2027 Bank 6.1 - - - MB&T Notes A, B, D, E, F (retired FY25) 4.50% - 5.09% 1/1/2028 Bank - 11.5 13.6 15.3 MB&T Revolver (retired FY24) - Retired FY24 Bank - - 8.7 11.0 Total Bank Debt 15.9 11.5 22.4 26.2 Other Debt / Guarantees Trust Preferred Securities (excl. 520K shares posted as collateral) 8.00% 6/7/2049 TruPs 35.3 34.2 25.6 25.6 Holdco Guarantee of Contrail Revolver ($2M)2 - - Guarantee 1.6 1.6 1.6 - Other Debt / Guarantees 36.9 35.8 27.2 25.6 Total Direct & Guaranteed 52.8$ 47.3$ 49.6$ 51.8$ NOT AIR T, INC. GUARANTEED Contrail Contrail Revolver 597 - Paid off FY26 Bank 3.1 3.5 12.4 3.8 Contrail Term Note J - Paid off FY26 Bank 8.8 - - - Contrail Term Loan G - Paid off FY25 Bank - 14.9 38.2 44.9 Contrail Term Note I - Paid off FY25 Bank - 10.0 - - Contrail Term Loan H - Paid off FY23 Bank - - - 8.7 Less: Holdco Guarantee of Contrail Revolver ($2M) - - (Deduct) (1.6) (1.6) (1.6) - Total Contrail (Net) 10.3 26.8 49.0 57.5 WorldACD (ATA 22.1 + Shanwick)4 ATA - Bridgewater 2878 - Paid off FY26 Bank 3.5 4.0 4.5 5.0 ATA - ING Term Loan A 3.50% 2/1/2027 Bank 1.3 1.9 2.6 3.3 ATA - ING Term Loan B 4.00% 5/1/2027 Bank 1.1 1.1 1.1 1.1 Total WorldACD 5.9 7.0 8.2 9.4 Other Wolfe Lake Real Estate Secured Term Note 3.65% 12/2/2031 Bank 9.1 9.3 9.6 9.8 AAM 24-1 Note (Honeywell) 8.50% 5/31/2035 Private 30.0 15.0 - - MAC HQ Real Estate Secured - BofA Term Loan SOFR + 1.86% 2/21/2030 Bank 2.3 - - - AirCo 1 MSL - Paid off FY25 Bank - 5.4 6.4 6.4 Jet Yard Term Loan - Paid off FY25 Bank - 1.8 1.8 1.9 WASI Seller's Note - Paid off FY26 Bank 0.4 0.8 1.3 - Total Other 41.7 32.4 19.1 18.2 Total Non-Air T Guaranteed 57.9$ 66.2$ 76.3$ 85.1$ TOTAL GROSS DEBT 110.7$ 113.5$ 125.9$ 136.9$ Less: Cash and Cash Equivalents (5.9) (7.1) (5.8) (5.6) TOTAL DEBT, NET OF CASH AND CASH EQUIVALENTS 104.8$ 106.4$ 120.1$ 131.2$
Operating Income Reconciliation (Between Twelve-Month Period Ended 6/30 and As Reported) 47 LTM RESULTS 1Q23 1Q24 1Q25 1Q26 1Q27 Operating Income / (Loss) FY Ended 3/31 (10-K) 8.8M$ (4.4M)$ 1.3M$ 1.9M$ (11.2M)$ Add: Operating Income / (Loss) - Three Months Ended 6/30, Current Year (10-Q) 0.8M$ 0.7M$ (0.6M)$ 0.8M$ (12.8M)$ Less: Operating Income / (Loss) - Three Months Ended 6/30, Prior Year (10-Q) (0.0M)$ 0.8M$ 0.7M$ (0.6M)$ 0.8M$ LTM Operating Income / (Loss) FY Ended 6/30 9.6M$ (4.6M)$ 0.0M$ 3.3M$ (24.9M)$
1Q23 1Q24 1Q25 1Q26 1Q27 Revenue, FY Ended 3/31 (10-K) 177.1M$ 247.3M$ 286.8M$ 291.9M$ 327.1M$ Add: Revenue - Three Months Ended 6/30, Current Year (10-Q) 50.9M$ 71.4M$ 66.4M$ 70.9M$ 115.5M$ Less: Revenue - Three Months Ended 6/30, Prior Year (10-Q) 37.0M$ 50.9M$ 71.4M$ 66.4M$ 70.9M$ Revenue, FY Ended 6/30 191.0M$ 267.9M$ 281.8M$ 296.3M$ 371.7M$ Revenue Reconciliation (Between Twelve-Month Period Ended 6/30 and As Reported) 48 LTM RESULTS
SUMMARY RISK FACTORS 49 For more detail and explanation, please see the Company’s public filings including its Form S-3 and prospectus supplements filed with the SEC. The purchase of securities of Air T, Inc., the “Company,” is highly speculative and involves a very high degree of risk. An investment in the Company is suitable only for persons who can afford the loss of their entire investment. Accordingly, in making an investment decision with respect to the Company’s securities, investors should carefully consider all material risk factors, including the risks, uncertainties and additional information set forth below as well as set forth in our most recent Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, Currents Reports on Form 8-K, and our definitive proxy statements, all which are filed with the SEC. Additional risks not presently known or are currently deemed immaterial could also materially and adversely affect our financial condition, results of operations, business and prospects. General Business Risks ● Market fluctuations may affect the Company’s operations. ● Rising inflation may result in increased costs of operations and negatively impact the credit and securities markets generally, which could have a material adverse effect on our results of operations and the market price of our securities. ● We could experience significant increases in operating costs and reduced profitability due to competition for skilled management and staff employees in our operating businesses. ● Legacy technology systems require a unique technical skillset which is becoming scarcer. ● Security threats and other sophisticated computer intrusions could harm our information systems, which in turn could harm our business and financial results. ● We may not be able to insure certain risks adequately or economically. ● Legal liability may harm our business. ● Our business might suffer if we were to lose the services of certain key employees.
Risks Related to Our Segment Operations ● The operating results of our segments may fluctuate, particularly our commercial aircraft, engines and parts segment. ● Our overnight air cargo segment is dependent on a significant customer. ● Our dry-lease agreements with FedEx subject us to operating risks. ● Because of our dependence on FedEx, we are subject to the risks that may affect FedEx’s operations. ● A material reduction in the aircraft we fly for FedEx could materially adversely affect our business and results of operations. ● Sales of deicing equipment can be affected by weather conditions. ● We are affected by the risks faced by commercial aircraft operators and MRO companies because they are our customers. ● Our engine values and lease rates, which are dependent on the status of the types of aircraft on which engines are installed, and other factors, could decline. ● Upon termination of a lease, we may be unable to enter into new leases or sell the airframe, engine or its parts on acceptable terms. ● Failures by lessees to meet their maintenance and recordkeeping obligations under our leases could adversely affect the value of our leased engines and aircraft which could affect our ability to re-lease the engines and aircraft in a timely manner following termination of the leases. ● We may experience losses and delays in connection with repossession of engines or aircraft when a lessee defaults. ● Our commercial aircraft, engines and parts segment and its customers operate in a highly regulated industry and changes in laws or regulations may adversely affect our ability to lease or sell our engines or aircraft. ● Our aircraft, engines and parts could cause damage resulting in liability claims. ● We have risks in managing our portfolio of aircraft and engines to meet customer needs. ● Liens on our engines or aircraft could exceed the value of such assets, which could negatively affect our ability to repossess, lease or sell a particular engine or aircraft. ● In certain countries, an engine affixed to an aircraft may become an addition to the aircraft and we may not be able to exercise our ownership rights over the engine. ● Higher or volatile fuel prices could affect the profitability of the aviation industry and our lessees’ ability to meet their lease payment obligations to us. ● Interruptions in the capital markets could impair our lessees’ ability to finance their operations, which could prevent the lessees from complying with payment obligations to us. For more detail and explanation, please see the Company’s public filings including its Form S-3 and prospectus supplements filed with the SEC. SUMMARY RISK FACTORS 50
Risks Related to Our Segment Operations (continued) ● Our lessees may fail to adequately insure our aircraft or engines which could subject us to additional costs. ● If our lessees fail to cooperate in returning our aircraft or engines following lease terminations, we may encounter obstacles and are likely to incur significant costs and expenses conducting repossessions. ● If our lessees fail to discharge aircraft liens for which they are responsible, we may be obligated to pay to discharge the liens. ● If our lessees encounter financial difficulties and we restructure or terminate our leases, we are likely to obtain less favorable lease terms. ● Withdrawal, suspension or revocation of governmental authorizations or approvals could negatively affect our business. ● We are exposed to foreign exchange rate fluctuations and, through our international operations, we may suffer losses as a result of adverse fluctuations in foreign currency exchange rates. Risks Related to Our Structure and Financing/Liquidity Risks ● Our holding company structure may increase risks related to our operations. ● A small number of stockholders has the ability to control the Company. ● Although we do not expect to rely on the “controlled company” exemption, we do qualify as a “controlled company” within the meaning of the Nasdaq listing standards, and we could rely on exemptions from certain corporate governance requirements. ● An increase in interest rates or in our borrowing margin would increase the cost of servicing our debt and could reduce our cash flow and negatively affect the results of our business operations. ● Our inability to maintain sufficient liquidity could limit our operational flexibility and also impact our ability to make payments on our obligations as they come due. ● Future cash flows from operations or through financings may not be sufficient to enable the Company to meet its obligations. ● A large proportion of our capital is invested in physical assets and securities that can be hard to sell, especially if market conditions are poor. ● To service our debt and meet our other cash needs, we will require a significant amount of cash, which may not be available. ● If our cash flows and capital resources are insufficient to fund our debt service obligations, we may be forced to seek alternatives. ● Despite our substantial indebtedness, we may incur significantly more debt, and cash may not be available to meet our financial obligations when due or enable us to capitalize on investment opportunities when they arise. 51 For more detail and explanation, please see the Company’s public filings including its Form S-3 and prospectus supplements filed with the SEC. SUMMARY RISK FACTORS
Risks Related to Our Structure and Financing/Liquidity Risks (continued) ● Our current financing arrangements require compliance with financial and other covenants and a failure to comply with such covenants could adversely affect our ability to operate. ● Future acquisitions and dispositions of businesses and investments are possible, changing the components of our assets and liabilities, and if unsuccessful or unfavorable, could reduce the value of the Company and its securities. ● We face numerous risks and uncertainties as we expand our business. ● Our business strategy includes acquisitions, and acquisitions entail numerous risks, including the risk of management diversion and increased costs and expenses, all of which could negatively affect the Company’s ability to operate profitably. ● Strategic ventures may increase risks applicable to our operations. ● Rapid business expansions or new business initiatives may increase risk. ● Our policies and procedures may not be effective in ensuring compliance with applicable law. ● Compliance with the regulatory requirements imposed on us as a public company results in significant costs that may have an adverse effect on our results. ● Deficiencies in our public company financial reporting and disclosures could adversely impact our reputation. Risks Related to Air T Funding ● The ranking of the Company’s obligations under the Junior Subordinated Debentures and the Guarantee creates a risk that Air T Funding may not be able to pay amounts due to holders of the Trust Preferred Securities. ● The Company has the option to extend the Trust Preferred Securities interest payment period. ● Tax event or investment company act redemption of the Trust Preferred Securities. ● The Company may cause the Junior Subordinated Debentures to be distributed to the holders of the Trust Preferred Securities. ● There are limitations on direct actions against the Company and on rights under the guarantee. ● The covenants in the Indenture are limited. ● Holders of the Trust Preferred Securities have limited voting rights. 52 For more detail and explanation, please see the Company’s public filings including its Form S-3 and prospectus supplements filed with the SEC. SUMMARY RISK FACTORS
Risks Related to Rex ● We may not be able to successfully integrate Rex into our operations, including our financial reporting processes, which could adversely affect our business, results of operations, and financial condition. ● Rex operates in a highly regulated industry, and failure to comply with applicable laws and regulations could materially adversely affect our business. ● The Rex Acquisition involves risks related to voluntary administration proceedings in Australia and the DOCA structure, including uncertainties regarding liabilities, claims, obligations, and potential adverse impacts on customer and counterparty acceptance of Rex’s business following the proceedings. ● Our purchase accounting for the Rex Acquisition is preliminary and may change, which could materially affect our reported results, including the amount of any bargain purchase gain. ● The recognition of a bargain purchase gain could increase scrutiny by investors and regulators, and could lead to disputes regarding valuations and assumptions. ● A significant portion of Rex’s revenues, expenses, assets, and liabilities may be denominated in Australian dollars, and fluctuations in exchange rates could adversely affect our reported results. ● We incurred and assumed significant obligations in connection with the Rex Acquisition, including obligations related to CFA Debt, and we may require additional liquidity to support Rex’s operations. ● Rex’s operating costs and revenues may be subject to volatility, and Rex may not be able to offset cost increases or revenue decreases through pricing or other measures. ● A substantial portion of Rex’s workforce is represented by labor unions under Enterprise Agreements, and labor disputes, work stoppages, or unsuccessful negotiations of replacement agreements could disrupt Rex’s operations and adversely affect our business and results of operations. ● Wage escalations and other cost-of-living adjustments under Rex’s Enterprise Agreements could increase Rex’s operating costs, and Rex may not be able to fully offset those increases through pricing or other measures. 53 For more detail and explanation, please see the Company’s public filings including its Form S-3 and prospectus supplements filed with the SEC. SUMMARY RISK FACTORS