[8-K] AIR T INC Reports Material Event

Rhea-AI Filing Summary

Air T, Inc. is scheduling quarterly cash distributions on its Alpha Income Preferred (AIP) securities (NASDAQ: AIRTP) through late 2027. The AIP will pay $0.50 per share in cash each quarter, reflecting an 8.0% annual rate, with specific distribution and record dates set from February 2026 through November 2027.

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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): February 05, 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

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 February 5, 2026, Air T, Inc. announced the following distribution and record dates for Air T Funding’s Alpha Income Preferred (AIP) securities (NASDAQ: AIRTP) during 2026 and 2027. Cash distributions on the AIP are in the amount of $0.50 per share (a rate of 8.0% per annum).

Distribution Date			Record Date
February 17, 2026			February 13, 2026
May 15, 2026			May 14, 2026
August 17, 2026			August 14, 2026
November 16, 2026			November 13, 2026
February 16, 2027			February 12, 2027
May 17, 2027			May 14, 2027
August 16, 2027			August 13, 2027
November 15, 2027			November 12, 2027

The press release is filed as Exhibit 99.1 to this report and incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits

99.1			Press Release dated February 5, 2026
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: February 5, 2026

AIR T, INC.

By: /s/ Tracy Kennedy

Tracy Kennedy, Chief Financial Officer

FOR IMMEDIATE RELEASE Air T, Inc. Announces Distribution Dates for Alpha Income Preferred Securities (AIRTP) CHARLOTTE, NC, February 5, 2026 — Air T, Inc. (NASDAQ: AIRT) (“Air T”) announces the following dividend dates and record dates for Air T Funding Alpha Income Preferred (AIP) securities (NASDAQ: AIRTP) during 2026 and 2027. Cash distributions on the AIP are in the amount of $0.50 per share (a rate of 8.0% per annum). Distribution Date Record Date February 17, 2026 February 13, 2026 May 15, 2026 May 14, 2026 August 17, 2026 August 14, 2026 November 16, 2026 November 13, 2026 February 16, 2027 February 12, 2027 May 17, 2027 May 14, 2027 August 16, 2027 August 13, 2027 November 15, 2027 November 12, 2027 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, aviation ground support equipment manufacturing and sales, commercial jet engines and parts, and corporate and other. 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.net. FORWARD-LOOKING STATEMENTS Certain statements in this press release 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 of issuance of debt or equity securities as a result of the existence of substantial doubt about our ability to continue as a going concern; • Economic and industry conditions in the Company’s markets; • The risk that contracts with FedEx could be terminated or adversely modified; • The risk that the number of aircraft operated for FedEx will be reduced; • The risk that GGS customers will defer or reduce significant orders for deicing equipment; • The impact of any terrorist activities on United States soil or abroad; • 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; • 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 relatively new 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 may could further exacerbate the risks associated with our substantial leverage. A forward-looking statement is neither a prediction nor a guarantee of future events or circumstances, and those future events or circumstances may not occur. We are under no obligation, and we expressly disclaim any obligation, to update or alter any forward-looking statements, whether as a result of new information, future events or otherwise. CONTACT Air T, Inc. Tracy Kennedy, CFO tkennedy@airt.com 704.264.5102 41848942v1