Air T Inc 8-K Filings

AIR T, INC. (AIRT) reported the results of its 2026 Annual Meeting of Stockholders held on August 25, 2026. Of 2,696,509 common shares outstanding and entitled to vote, 2,483,550 shares were represented, a turnout of 92.1%.

Stockholders elected directors Raymond E. Cabillot, William R. Foudray, Gary S. Kohler, Peter McClung, and Nicholas J. Swenson, with each nominee receiving over 2.17 million votes for and minimal votes withheld, plus 299,695 broker non-votes. An advisory vote approved the compensation of named executive officers with 2,180,386 votes for, 2,842 against, 625 withheld, and 299,695 broker non-votes. Stockholders also ratified the appointment of Deloitte & Touche LLP as independent registered public accounting firm with 2,481,936 votes for, 1,596 against, and 17 abstentions.

AIR T, INC. (AIRT) filed an amended current report to correct the auditor’s report attached to prior disclosures about its subsidiary Crestone Air Partners, LLC’s acquisition of Arena Aviation Partners B.V. completed on June 10, 2026. The only change is that Baran Audit & Assurance Services B.V. now explicitly states its audits of Arena’s 2024 and 2025 IFRS financial statements were conducted in accordance with U.S. GAAS. The underlying Arena financial statements and previously filed unaudited pro forma financial information for the combined business remain unchanged.

Arena’s audited consolidated financials show 2025 revenue of EUR 10,094,448 and profit of EUR 692,072, compared with 2024 revenue of EUR 25,883,581 and profit of EUR 9,540,040. As of December 31, 2025, Arena reports total assets of EUR 5,495,763, negative equity of EUR 9,373,000 and loans from related parties of EUR 10,746,131, indicating the business is funded largely through subordinated shareholder loans.

AIR T INC (AIRT) filed an amendment to provide detailed financial statements and unaudited pro forma information for the acquisition of Arena Aviation Partners B.V. through its consolidated subsidiary Crestone Air Partners, LLC (CAP). CAP acquired 100% of Arena on June 10, 2026 for total consideration of $33.9 million, including $21.7 million cash and contingent consideration recorded at an estimated fair value of $12.2 million.

The preliminary purchase price allocation assigns $29.7 million to identifiable intangible assets and $8.2 million to goodwill, with total assets of $42.7 million and liabilities of $8.8 million. For the year ended March 31, 2026, the pro forma combined revenues are $338.5 million and net income attributable to Air T stockholders is $72.6 million. For the three months ended June 30, 2026, pro forma combined revenues are $120.0 million and the net loss attributable to Air T stockholders is $14.6 million. The pro forma data incorporate transaction accounting adjustments, new intangible amortization, financing changes, and non‑controlling interest allocations.

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.

Air T, Inc. reported fiscal first-quarter 2027 results for the quarter ended June 30, 2026. Revenue was $115.5 million, up $44.6 million or 63% year-over-year, driven largely by the first full quarter from the December 2025 acquisition of Regional Express Holdings Pty Ltd (“Rex”), which contributed $55.9 million.

The company recorded an operating loss of $12.8 million, versus operating income of $0.8 million a year earlier, and a loss before income taxes of $15.0 million. Adjusted EBITDA declined to $0.8 million from $1.5 million. Net loss per share widened to $5.86 from $0.61. Segment results were mixed: Overnight Air Cargo Adjusted EBITDA rose to $2.1 million and Digital Solutions to $0.4 million, while Commercial Aircraft, Engines and Parts and Ground Support Equipment moved to Adjusted EBITDA losses. The Ground Support Equipment segment’s revenue fell to $3.7 million from $15.1 million, though backlog increased to $9.0 million. The investment balance in equity method investees increased to $27.9 million from $19.9 million, and a new Aviation Leasing and Asset Management segment reported early-stage revenues and an Adjusted EBITDA loss.

Air T, Inc. entered into an At the Market Offering Agreement with Ascendiant Capital Markets, LLC allowing the company to sell, from time to time, shares of its common stock having an aggregate offering price of up to $8,000,000. Sales, if any, will be made as at-the-market offerings under Rule 415(a)(4), including directly on The Nasdaq Capital Market, other trading markets, or through market makers, and may also occur in privately negotiated transactions with prior written approval.

Air T will pay Ascendiant a placement fee of 3.0% of the gross sales price of any shares sold and is not obligated to sell any shares under the program. The shares are being offered under the company’s shelf registration statement on Form S-3, which became effective on March 27, 2024, and a related prospectus supplement dated July 10, 2026. Any sales will be subject to the limitations of General Instruction I.B.6 of Form S-3, which the company will monitor together with a separate at-the-market program for Alpha Income Preferred Securities.

Air T, Inc. shared an updated FY26 Q4 investor presentation highlighting a larger, more diversified aviation platform. For the year ended March 31, 2026, revenue reached $327.1 million and Adjusted EBITDA was $10.1 million, increases of 12% and 38% from the prior year.

The presentation outlines the completed acquisition of Arena Aviation Capital through majority‑owned Crestone Air Partners, which lifts aviation assets under management from $0.8 billion to $3.6 billion. It also reviews the December 2025 Rex regional airline acquisition, showing a preliminary $111 million bargain purchase gain and stub‑period revenue of $55 million with an operating loss of $14 million. Air T details segment trends, consolidated gross debt of $210.6 million (net debt $190.2 million), aircraft asset‑management growth to $917 million of assets under management, and extensive risk factors covering operations, leverage, and integration of Rex.

Air T, Inc. reported fiscal year 2026 results showing both growth and major portfolio changes. Revenue reached $327.1 million for the year ended March 31, 2026, up 12% or $35.2 million, including $55.3 million from the newly acquired Regional Express Holdings (Rex).

Despite higher sales, the company recorded an operating loss of $11.2 million, compared with operating income of $1.9 million a year earlier, reflecting acquisition and integration costs and weaker performance in some aviation parts activities. However, earnings before income taxes were $86.0 million, driven by a $111.2 million non‑cash bargain purchase gain from the Rex acquisition.

Adjusted EBITDA, which excludes items like depreciation, acquisition costs and the bargain gain, improved to $10.1 million from $7.4 million, and net income per share was $28.85 versus a net loss per share of $2.23 in the prior year. Segment results were mixed: Ground Support Equipment swung from an Adjusted EBITDA loss to a $4.3 million profit, Overnight Air Cargo and Digital Solutions posted modest improvements, while Commercial Aircraft, Engines and Parts saw lower revenue and Adjusted EBITDA as trading at Contrail normalized. The new Regional Airline segment contributed Rex’s initial results with $55.3 million of revenue and near break‑even Adjusted EBITDA after substantial non‑recurring charges.

Air T, Inc. reorganized its aviation asset management platform and completed the acquisition of Arena Aviation Partners B.V. through Crestone Air Partners, LLC. Air T and a management affiliate first bought out a 10% minority interest in Crestone Asset Management, then exchanged nearly all of their interests for servicing agreement rights, which were contributed into Crestone Air Partners.

Crestone Air Partners was capitalized with servicing rights as Class A Common Units and $21.7 million of cash as Class B Preferred Units, plus an additional $50 thousand Class A cash contribution. Using these funds, Crestone Air Partners acquired 100% of Arena for cash consideration of $21.75 million, subject to adjustments, and set up an indemnity escrow. Certain Arena holders may also receive contingent payments currently expected to total about $23.0 million, depending on future collections under specified agreements.

Separately, Air T’s subsidiaries entered Amendment No. 6 to their Alerus Credit Agreement, adding a temporary overline revolving credit commitment of up to $2.8 million. Borrowings under the new Overline Note bear interest at a floating rate equal to the greater of 5.00% or one-month term SOFR plus 2.50%, are secured by existing collateral, and become immediately due upon default with a rate step-up of 5 percentage points.

Air T, Inc. is planning an unregistered private offering of additional trust preferred securities to its existing trust preferred securityholders. The securities will be sold in a private placement and will not be registered under the Securities Act, so any sale must rely on an exemption from registration.

The company states that the purpose of the proposed offering would be to raise capital for potential strategic acquisitions or other strategic investments. Amount, basic terms, size, and timing of the offering have not been determined, and the notice is described as a preliminary interest check rather than a binding offer.

Air T, Inc. filed an amended report to revise and clarify how it describes the consideration payable for its planned acquisition of Arena Aviation Partners B.V. through its Crestone Air Partners subsidiary. The deal is expected to close in about two months, with anticipated cash consideration of approximately $20 million, subject to customary post-closing adjustments for debt and expenses.

Beyond the upfront cash, sellers are entitled to contingent future payments tied to more than 50% of certain contracted future upside in Arena’s asset management pipeline. These contingent payments are currently estimated at more than $10 million, but are fully at-risk and could be materially higher or lower, including zero. Separately, Crestone signed a non-binding term sheet with a financial investor for a potential $10 million convertible preferred equity investment in a new holding company that would combine Crestone-related businesses and, after closing, Arena, implying an initial as-converted valuation of $80 million. The term sheet, earn-out valuation ratchet of up to $40 million, and potential minority management investment of up to 5% are all subject to definitive agreements and may not close.

Air T, Inc. reported that board member Travis Swenson resigned as a director and as Chair of the Audit Committee effective March 9, 2026. He stepped down to become Chief Financial Officer of the company’s recently acquired regional airline, Regional Express Holdings Limited (Rex), with his role there beginning immediately.

The company stated that his resignation was not due to any disagreement regarding operations, policies, or practices. Lead Independent Director Raymond Cabillot, already serving on the Audit Committee, has been appointed Audit Committee Chair effective immediately, helping maintain continuity in the company’s board oversight.

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

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

Air T, Inc. entered into a new employment agreement with Chief Financial Officer Tracy Kennedy effective February 27, 2026. Kennedy’s base salary is set at $331,000 per year, rising to $360,000 on January 1, 2027 and $397,000 on January 1, 2028.

She is eligible for quarterly incentive bonuses based on a 1–5 performance rating, ranging from 0% of quarterly base salary for a rating of 1 up to 90% or more for a rating of 5, with some discretion at the CEO’s judgment. The agreement keeps her employment at-will, provides standard benefits and four weeks of vacation, and includes non-compete, non-solicitation, non-disparagement and confidentiality covenants.

If she is terminated without cause, Kennedy may receive severance equal to six months of base salary plus one additional month per year of employment, capped at twelve months, subject to signing a general release.

Air T, Inc. files an amended current report to add full financial statements for its newly acquired subsidiary, Regional Express Holdings Limited (Rex Express), and unaudited pro forma information for the combined business.

For the year ended 30 June 2025, Rex Express generated revenue of A$305,187,000 and recorded a total loss after tax of A$114,643,000, including A$22,923,000 from discontinued operations. As of that date, Rex Express reported total assets of A$190,922,000, total liabilities of A$352,247,000, and a deficiency in equity of A$161,325,000.

The statements describe Rex Express’s voluntary administration in 2024–2025 and a Deed of Company Arrangement with Air T, Inc. and creditors. The Commonwealth of Australia restructured a loan, forgiving A$39,750,000 and converting the remaining A$107,800,000 balance to a long-term, interest‑free facility, while providing a separate A$60,000,000 facility. Air T also put in place a A$50,000,000 five‑year loan facility and acquired Rex Express for nominal consideration of A$1. The directors prepare Rex Express’s accounts on a going‑concern basis, supported by these financings and plans to restore its regional fleet.

Air T, Inc. furnished an updated investor presentation outlining its FY26 third-quarter position and strategy. For the nine months ended December 31, 2025, revenue was $206.2M versus $225.5M a year earlier, while adjusted EBITDA rose to $9.5M from $8.6M, reflecting margin improvement despite lower sales.

For the twelve months ended March 31, 2025, revenue reached $291.9M with adjusted EBITDA of $7.4M. The company highlighted a long-term expansion from three to 20 businesses over twelve years, with total debt increasing to $194.2M and total assets to $381.8M.

Air T detailed five operating segments and reported the December 18, 2025 acquisition of substantially all assets and operations of Rex Express Holdings Ltd., marking entry into the Australian regional airline market. It also emphasized growth strategies focused on reinvestment, acquisitions, securities investing, and capital partnerships, alongside extensive risk disclosures.

Air T, Inc. reported weaker results for the fiscal third quarter ended December 31, 2025, while completing a major acquisition in Australia. Quarterly revenues were $71.1 million, down 9% from the prior-year quarter, and the company posted an operating loss of $3.8 million versus operating income of $1.4 million a year earlier. Adjusted EBITDA fell to a profit of $0.2 million from $2.7 million, and earnings per share declined to $(0.91) from $(0.47).

On December 18, 2025, Air T acquired substantially all assets and operations of Regional Express Holdings Ltd. (Rex), an Australian regional airline. The preliminary purchase accounting shows net assets of $106.9 million versus total purchase consideration of $11.0 million, creating a preliminary deferred bargain purchase gain of $95.8 million. The new Regional Airline segment contributed $5.2 million of revenue and a $0.5 million Adjusted EBITDA loss over thirteen days.

Segment performance was mixed. Ground Support Equipment revenue rose to $12.8 million with Adjusted EBITDA of $1.7 million and an order backlog of $12.9 million, up from $6.2 million a year earlier. Commercial Aircraft, Engines and Parts revenue dropped to $18.8 million and swung to an Adjusted EBITDA loss of $0.2 million. Digital Solutions revenue grew to $2.5 million with flat Adjusted EBITDA loss of $0.1 million, while Overnight Air Cargo revenue was steady at $30.6 million but Adjusted EBITDA declined to $1.0 million.

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.

Air T, Inc. completed the acquisition of all outstanding shares of Regional Express Holdings Limited, a major Australian regional airline group, for cash consideration of $1.00 plus the assumption of approximately A$108,000,000 in liabilities. The deal was approved by order of the Federal Court of Australia and brings seven operating subsidiaries, including Regional Express Pty Ltd. and related training and maintenance businesses, under Air T’s control.

To support the transaction and ongoing operations, Air T’s subsidiary issued an 11.5% Senior Secured Note due December 15, 2031 in the principal amount of $40,000,000 to Honeywell investment funds, with Air T guaranteeing 25% of principal and interest. Proceeds fund a new A$50,000,000 credit facility to Rex Express at a 12.0% interest rate and sit alongside restructured Commonwealth of Australia facilities totaling about A$108,000,000. The structure includes complex intercreditor priorities, excess cash flow sweeps and step‑in rights for the Commonwealth, and management incentive warrants over 19% of the equity of the acquisition vehicle.

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.

Air T, Inc. furnished an updated investor presentation under Item 7.01 (Reg FD), attaching the deck as Exhibit 99.1. The materials are furnished, not filed, which means they are not subject to Section 18 liabilities and are not incorporated into other filings unless expressly stated.

The company also invited stakeholders to submit questions via Slido through its website. Questions will be answered “live” and in writing at the Company’s Annual Meeting, with written responses provided on a quarterly basis, subject to legal and practical constraints.

Air T, Inc. reported that it issued a press release detailing its financial results for the quarter ended September 30, 2025. The company furnished this press release as an exhibit to the report, making the full quarterly results available through that document. The information is furnished rather than filed, which limits how it is incorporated into other regulatory documents under securities laws.

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.