AIRT proposes Rex acquisition; closing aimed by year-end 2025

Rhea-AI Filing Summary

Air T, Inc. announced a proposed acquisition of Regional Express Holdings Limited ("Rex"), a regional airline in Australia. Air T and an indirect wholly owned subsidiary executed a Sale and Implementation Deed and a Reconstruction Deed with the Court-Appointed Administrators of Rex. The transaction would result in the subsidiary acquiring all outstanding capital stock of Rex, subject to creditor, court and other approvals.

If approvals are received, Air T expects to close by calendar year end 2025. The company stated that further disclosure will follow after required approvals and cautioned there is no assurance the transaction will occur or occur on the expected timing or terms.

Insights

M&A and Restructuring Analyst

Proposed, approval-dependent acquisition of Rex; timing targeted for 2025.

Air T signed a Sale and Implementation Deed and a Reconstruction Deed with the Court-Appointed Administrators of Rex, laying out a pathway for its indirect subsidiary to acquire all Rex shares. This structure indicates a court-supervised process where creditor and judicial approvals are central to completion.

The company notes the deal is subject to numerous conditions, including court approval, and provides no assurance of closing. Such dependencies can affect timeline and terms, and activity ultimately hinges on creditor and court outcomes.

The filing states an expected closing by calendar year end 2025 if approvals are received. Subsequent company disclosures may provide terms, consideration, and any integration details once approvals progress.

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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): October 21, 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 October 21, 2025, Air T, Inc. (“Air T”) issued a press release regarding its entry into a process to acquire Regional Express Holdings Limited (“Rex”), a regional airline in Australia. Air T and a wholly-owned, indirect subsidiary of Air T delivered a Sale and Implementation Deed and a Reconstruction Deed with the Court-Appointed Administrators of Rex. If creditor, court and other approvals are received, Air T then expects to close the proposed transaction by calendar year end 2025.

The proposed transaction provides for Air T’s indirect subsidiary to acquire all of the outstanding capital stock of Rex. Further disclosure regarding the transaction details will be provided following required approvals. 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 October 21, 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: October 21, 2025

AIR T, INC.

By: /s/ Tracy Kennedy

Tracy Kennedy, Chief Financial Officer

FAQ

What did Air T (AIRT) announce in this 8-K?

Air T disclosed a proposed acquisition of Regional Express Holdings Limited ("Rex") via agreements with the Court-Appointed Administrators, pending required approvals.

Who is the target company Rex in Air T’s announcement?

Rex is described as a regional airline in Australia. Air T’s indirect subsidiary would acquire all of Rex’s outstanding capital stock if approved.

What approvals are required for Air T’s proposed acquisition of Rex?

The transaction is subject to creditor, court and other approvals, and the company cautions there is no assurance the deal will occur.

What is the expected timing for closing the Air T–Rex transaction?

If approvals are received, Air T expects to close the proposed transaction by calendar year end 2025.

What agreements did Air T execute regarding the Rex deal?

Air T and an indirect subsidiary delivered a Sale and Implementation Deed and a Reconstruction Deed with the Court-Appointed Administrators of Rex.

Will Air T provide more details on terms and consideration?

The company stated further disclosure regarding transaction details will be provided following required approvals.

What securities does Air T list on exchanges?

Air T lists Common Stock under AIRT (NASDAQ Capital Market) and Alpha Income Preferred Securities (8% Cumulative Capital Securities) under AIRTP (NASDAQ Global Market).