AIR T INC (AIRT) SEC Filings, Mar-Jul 2026

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. (AIRT) files its 2026 Annual Report and Definitive Proxy Statement describing corporate strategy, recent transactions, governance and compensation items ahead of the August 25, 2026 Annual Meeting. The materials highlight two strategic transactions (the Crestone spin-out/merger and the Rex Regional Airlines restructuring) and provide full proxy details including director elections, an advisory vote on executive compensation, and ratification of Deloitte & Touche LLP as auditor.

The proxy discloses 2,691,664 shares outstanding as of June 30, 2026, top holders (including AO Partners I, L.P. at 1,336,070 shares, 49.64%), director and executive compensation tables, equity award schedules (aggregate 242,250 options outstanding under the 2020 Omnibus Plan) and auditor fees for fiscal 2026.

Air T, Inc. is asking stockholders to vote at the August 25, 2026 annual meeting on three main items: electing five directors, approving on an advisory basis the compensation of named executive officers, and ratifying Deloitte & Touche LLP as independent auditor for the fiscal year ending March 31, 2027.

Only holders of the 2,691,664 outstanding shares of common stock as of June 26, 2026 may vote, with each share entitled to one vote. Two major investor groups, AO Partners I, L.P. and affiliates and Farnam Street Partners, L.P. and affiliates, beneficially own 49.64% and 17.86% of the common stock, respectively, while directors and executive officers as a group beneficially own 68.55%.

The Board has a majority of independent directors, a combined Chair/CEO role held by Nick Swenson, and a Lead Independent Director structure. Executive pay includes modest fixed cash compensation for the CEO, performance-based incentives and options for the CFO, and equity awards under the 2020 Omnibus Stock and Incentive Plan, which had 242,250 options outstanding and 22,450 shares remaining available for issuance as of March 31, 2026.

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. files its annual report describing a diversified holding company focused on growing free cash flow per share through aviation and related businesses. The company operates five core segments: overnight air cargo, ground support equipment, commercial aircraft, engines and parts, digital solutions, and a newly created regional airline segment from its acquisition of Regional Express Holdings Pty Ltd in Australia.

The overnight air cargo segment relies heavily on long‑standing dry‑lease arrangements with FedEx, which provided about 35% of consolidated revenue in the year ended March 31, 2026. Ground Support Equipment is centered on deicing trucks and related equipment, including a multi‑year U.S. Air Force contract, while the commercial aircraft, engines and parts segment trades, leases, stores and disassembles aircraft and engines. Digital solutions provide data and software to aviation customers.

The Rex acquisition adds a 98‑aircraft regional airline network in Australia, extensive regulated routes and government‑backed facilities tied to strict operating commitments. The report highlights significant leverage, concentrated ownership—two holders control about 67% of common stock—and key risks including FedEx customer concentration, refinancing needs, cybersecurity, regulatory compliance, and integration and labor risks at Rex.

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.