Air T advances Rex acquisition after majority creditor approval

Rhea-AI Filing Summary

Air T, Inc. reported that a majority of Regional Express Holdings Limited (Rex) creditors—both in number and value—voted in favor of Air T’s bid to acquire Rex. The company presently expects required court and other approvals to occur by calendar year end 2025.

Under the proposed terms, an indirect subsidiary of Air T would acquire all outstanding capital stock of Rex. The transaction remains subject to court approval and other conditions, and there is no assurance it will close or do so on the anticipated timeline.

Insights

M&A and Capital Markets Analyst

Creditor approval advances the Rex acquisition, with court approval pending.

The vote by Rex creditors in favor of Air T’s bid is a key process milestone that often precedes court sanction in restructurings or sales involving creditor schemes. The filing states the plan is for an Air T indirect subsidiary to acquire all outstanding Rex shares, consolidating control at closing.

Completion is conditioned on court and other approvals, and the company notes there is no assurance of closing. The timing target is by the end of 2025, but actual completion depends on the court process and meeting all conditions. Subsequent disclosures may detail final terms after approvals and closing.

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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): November 11, 2025

______________________________________________________________________________

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

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 7.01 Regulation FD Disclosure

On November 11, 2025, Air T, Inc. (“Air T”) issued a press release updating its involvement in the process to acquire Regional Express Holdings Limited (“Rex”), a regional airline in Australia. On November 11, 2025, the Commonwealth of Australia announced that a majority of Rex’s creditors – both in number and in value – voted at the second meeting of creditors in favor of Air T’s (and its indirect subsidiary’s) bid to acquire Rex. Air T presently expects that court and other approvals for the proposed transaction will occur by calendar year end 2025.

The transaction provides for Air T’s indirect subsidiary to acquire all of the outstanding capital stock of Rex and further information about the transaction will be provided following closing of the transaction which is current anticipated to occur shortly following court approval. The proposed transaction is subject to numerous conditions, including court approval and other terms and conditions and there is no assurance that the transaction will occur or occur on the timing or terms presently expected.

Item 9.01 Financial Statements and Exhibits

10.1			Press Release of Air T, Inc. dated November 11, 2025
104			Inline XBRL for the cover page of this Current Report on Form 8-K

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: November 12, 2025

AIR T, INC.

By: /s/ Tracy Kennedy

Tracy Kennedy, Chief Financial Officer

FAQ

What did Air T (AIRT) announce regarding the Rex acquisition?

Air T stated that a majority of Rex’s creditors—by number and value—voted in favor of its bid to acquire Regional Express Holdings Limited.

What remains before Air T (AIRT) can complete the Rex acquisition?

The proposed transaction is subject to court approval and other conditions before it can close.

When does Air T (AIRT) expect approvals for the Rex deal?

Air T presently expects court and other approvals by calendar year end 2025.

How will the Rex acquisition be structured by Air T (AIRT)?

An indirect subsidiary of Air T would acquire all outstanding capital stock of Rex.

Is the closing of the Air T (AIRT) and Rex transaction assured?

No. The company notes there is no assurance the transaction will occur or on the timing or terms expected.

What is Rex in the context of Air T’s (AIRT) disclosure?

Regional Express Holdings Limited (Rex) is a regional airline in Australia.