Air T posts $338M pro forma revenue after Arena deal
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).
Rhea-AI Filing Summary
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.
Positive
- None.
Negative
- None.
Filing Explained
The acquisition is complete; the remaining uncertainty is preliminary purchase accounting, not whether the transaction closed.
This Amendment reports that Air T’s subsidiary completed the Arena acquisition on
It is a reporting completion rather than a new acquisition step: the filing says it does not amend any other item of the original event report.
The pro forma statements are illustrative historical combinations, not forecasts; they exclude potential cost savings, revenue synergies, and the costs of achieving them. A combined pro forma balance sheet is not included because the acquisition is already reflected in Air T’s
The ownership mechanics described are at the CAP subsidiary level: Air T and Blue Owl contributed aggregate
The purchase price allocation remains preliminary and may change during the measurement period, which cannot exceed one year from the
8-K Event Classification
Item 9.01 — Financial Statements and Exhibits
1 item
Item 9.01
Financial Statements and Exhibits
Exhibits
Financial statements, pro forma financial information, or exhibit attachments filed with this report.
Key Figures
Total Arena acquisition consideration: $33.9 million
Cash consideration for Arena: $21.7 million
Contingent consideration fair value: $12.2 million
+5 more
8 metrics
Total Arena acquisition consideration
$33.9 million
Cash consideration plus contingent consideration for 100% of Arena shares
Cash consideration for Arena
$21.7 million
Paid by CAP for Arena shares, subject to closing adjustments
Contingent consideration fair value
$12.2 million
Estimated fair value of upside‑sharing contingent payments to Arena holders
Identifiable intangible assets
$29.684 million
Preliminary fair value in purchase price allocation for Arena
Goodwill from Arena acquisition
$8.228 million
Preliminary fair value recognized in purchase price allocation
Pro forma combined revenue
$338.484 million
Year ended March 31, 2026, Air T plus Arena
Pro forma net income attributable to stockholders
$72.604 million
Year ended March 31, 2026, Air T plus Arena
Pro forma 3‑month net loss attributable to stockholders
$14.595 million
Three months ended June 30, 2026, Air T plus Arena
Key Terms
unaudited pro forma condensed combined financial statements, Transaction Accounting Adjustments, contingent consideration, variable interest entity, +2 more
6 terms
unaudited pro forma condensed combined financial statements financial
"The following unaudited pro forma condensed combined financial statements of Air T, Inc."
Transaction Accounting Adjustments financial
"Air T has elected not to present Management’s Adjustments and has only presented Transaction Accounting Adjustments"
contingent consideration financial
"the total amount of such contingent consideration is recorded at estimated fair value of $12.2 million"
Contingent consideration is an additional payment agreed when one company buys another that will be paid later only if specific future targets are met, such as revenue, profit, or regulatory milestones. It matters to investors because it shifts risk between buyer and seller and affects the acquiring company's future cash flow and reported value — like promising a bonus after results are proven.
variable interest entity financial
"The Company consolidates CAP as a variable interest entity for which the Company is the primary beneficiary"
A variable interest entity (VIE) is a company structure where one party controls another company’s operations and economic outcomes through contracts or special arrangements instead of owning a majority of its voting shares. For investors, VIEs matter because the controlling party’s financial results, debts and risks can appear in the controller’s reports even though ownership looks separate, so understanding VIEs helps assess true exposure, governance limits and transparency—like spotting a puppet controlled by strings rather than direct ownership.
non-controlling interests financial
"Interests in CAP held by Blue Owl, and AGI are reflected as non-controlling interests"
An ownership stake in a subsidiary held by outside shareholders rather than the parent company, representing the portion of that subsidiary’s assets and profits the parent does not control. For investors, it shows what part of consolidated earnings and equity belongs to others — like a roommate who owns part of a house — which affects how much value and profit per share are truly attributable to the parent company’s shareholders.
purchase price allocation financial
"The following preliminary allocation is presented as placeholders pending completion of the valuation analysis"
Purchase price allocation is the accounting process that breaks down the total amount paid for an acquired business into specific pieces—like tangible assets, identifiable intangible assets (brands, patents, customer lists) and goodwill—based on their estimated fair values. Investors care because this breakdown affects future earnings, tax costs and reported asset values: higher allocations to amortizable intangibles or goodwill can change profit volatility, depreciation and potential impairment charges, similar to splitting a restaurant bill to see what you actually bought versus what you paid extra for goodwill.
FAQ
What transaction does AIRT’s amended report cover?
The amendment covers Air T’s acquisition of 100% of Arena Aviation Partners B.V. through Crestone Air Partners, LLC on June 10, 2026, and provides audited Arena financials and unaudited pro forma condensed combined statements of operations.
How much did AIRT pay to acquire Arena Aviation Partners?
Crestone Air Partners paid total consideration of $33.9 million for Arena, consisting of $21.7 million in cash and contingent consideration recorded at estimated fair value of $12.2 million, subject to closing adjustments for debt, expenses and leakage.
How was the Arena acquisition funded for AIRT (AIRT)?
CAP was capitalized with an aggregate $21.7 million cash contribution from Air T and Blue Owl in exchange for Class B Preferred Units, plus $50 thousand from Air T for Class A Common Units. These cash proceeds were the primary funding source for the Arena acquisition.
What goodwill and intangible assets did AIRT record from the Arena deal?
The preliminary purchase price allocation includes identifiable intangible assets of $29.7 million and goodwill of $8.2 million, based on current fair value estimates that may be adjusted during the one‑year measurement period.
What are the pro forma combined results for AIRT after acquiring Arena?
For the year ended March 31, 2026, 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 revenues are $120.0 million with a net loss attributable to stockholders of $14.6 million.
What contingent payments may Arena’s former holders receive from AIRT’s platform?
Certain depositary receipt holders may receive additional cash equal to their pro rata share of 57.5% of specified at‑risk upside‑sharing amounts collected after closing under certain servicing agreements and letters of intent. This contingent consideration is recorded at an estimated fair value of $12.2 million.
AI-generated analysis. How Rhea-AI works. Not financial advice.
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
______________________________________________________________________________
FORM 8-K/A
______________________________________________________________________________
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of report (Date of earliest event reported): June 10, 2026
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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):
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Explanatory Note
This Amendment No. 1 on Form 8-K/A (this “Amendment”) amends the Current Report on Form 8-K filed by Air T, Inc. (the “Company”) with the Securities and Exchange Commission on June 16, 2026 (the “Original 8-K”) relating to the completion by Crestone Air Partners, LLC, a Delaware limited liability company and consolidated subsidiary of the Company (“CAP”), of the acquisition of all of the outstanding shares of Arena Aviation Partners B.V., a Netherlands private limited company (“Arena”), on June 10, 2026 (the “Arena Acquisition”).
The Company previously reported its entry into the Share Purchase Agreement relating to the Arena Acquisition in a Current Report on Form 8-K filed on March 9, 2026, as amended by Amendment No. 1 on Form 8-K/A filed on March 10, 2026.
The Original 8-K was filed without the financial statements and pro forma financial information required by Item 9.01 of Form 8-K. This Amendment is being filed solely to provide such financial statements and pro forma financial information. The financial statements and pro forma financial information required to be filed by Item 9.01 of Form 8-K are filed herewith as Exhibits 99.1 and 99.2 to this Amendment. Except as set forth herein, this Amendment does not amend any other item of the Original 8-K.
Item 9.01 Financial Statements and Exhibits
a.Financial Statements of Businesses or Funds Acquired
The financial statements required by Item 9.01 are filed herewith as Exhibit 99.1 and are incorporated herein by reference.
b.Pro Forma Financial Statements
The unaudited pro forma financial information required by Item 9.01 is filed herewith as Exhibit 99.2 and is incorporated herein by reference.
c.Not applicable
d.Exhibits
Exhibit No. | Description | ||||
23.1 | Consent of Baran Audit & Assurance Services B.V. | ||||
99.1 | Audited consolidated financial statements of Arena Aviation Partners B.V. as of and for the years ended December 31, 2025 and 2024, including the report of Baran Audit & Assurance Services B.V. thereon. | ||||
99.2 | Unaudited pro forma condensed combined statements of operations for the year ended March 31, 2026 and the three months ended June 30, 2026, and related notes. | ||||
104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). | ||||
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: August 26, 2026
AIR T, INC.
By: /s/ Tracy Kennedy
Tracy Kennedy, Chief Financial Officer
UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS
The following unaudited pro forma condensed combined financial statements of Air T, Inc. (“Air T”, the “Company” or “acquirer”) present the combination of the historical financial statements of Air T and Arena Aviation Partners B.V. (“Arena”), adjusted to give effect to the acquisition of Arena by Crestone Air Partners, LLC (“CAP”), a consolidated subsidiary of the Company completed on June 10, 2026 (collectively, the “Arena Acquisition”), prepared in accordance with Article 11 of Regulation S-X.
In accordance with Article 11 of Regulation S-X, Air T has elected not to present Management’s Adjustments and has only presented Transaction Accounting Adjustments in the following unaudited pro forma condensed combined financial statements.
An unaudited pro forma condensed combined balance sheet is not presented because the Arena Acquisition is already reflected in the Company’s condensed consolidated balance sheet as of June 30, 2026 included in its Quarterly Report on Form 10-Q for the quarter ended June 30, 2026, filed with the SEC on August 14, 2026.
The unaudited pro forma condensed combined statement of operations for the year ended March 31, 2026 combines the historical consolidated statement of operations of Air T for its fiscal year ended March 31, 2026 with the historical consolidated statement of profit or loss of Arena for its fiscal year ended December 31, 2025, as if the Arena Acquisition had occurred on April 1, 2025. The unaudited pro forma condensed combined statement of operations for the three months ended June 30, 2026 combines the historical condensed consolidated statement of operations of Air T for the three months ended June 30, 2026 with the historical statement of profit or loss of Arena for the three months ended March 31, 2026, as if the Arena Acquisition had occurred on April 1, 2025.
The pro forma adjustments and allocation of the purchase price for the Arena Acquisition are preliminary, are based on management’s current estimates of the fair value of the assets acquired and liabilities assumed, and are based on currently available information, including preliminary work performed by independent valuation specialists. As of the date of the Current Report on Form 8-K/A to which these unaudited pro forma condensed combined financial statements are filed as an exhibit, the allocation of the purchase price is preliminary and will potentially change in future periods as fair value estimates of the assets acquired and liabilities assumed are finalized, including those related to intangible assets, and other acquisition-date estimates. The final determination of the fair values will be completed within the one-year measurement period.
Assumptions and estimates underlying the unaudited pro forma adjustments are described in the accompanying notes. The following unaudited pro forma condensed combined financial statements are provided for illustrative purposes only and do not necessarily reflect what the combined companies’ results of operations would have been had the Arena Acquisition occurred on the date indicated, nor are they indicative of the combined companies’ future results of operations. They should be read in conjunction with the audited consolidated financial statements of Air T included in its Annual Report on Form 10-K for the year ended March 31, 2026, the unaudited condensed consolidated financial statements of Air T included in its Quarterly Report on Form 10-Q for the quarter ended June 30, 2026, and the audited consolidated financial statements of Arena as of and for the years ended December 31, 2025 and 2024 filed as an exhibit to the Form 8-K/A.
1
UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS
For the Year Ended March 31, 2026
| (In thousands, except per share data) | Air T (Twelve Months Ended March 31, 2026) | Arena (Twelve Months Ended December 31, 2025) | IFRS to U.S. GAAP Adjustments | Pro Forma Adjustments | Notes | Pro Forma Combined | ||||||||||||||||||||||||||||||||
| Operating Revenues: | ||||||||||||||||||||||||||||||||||||||
| Overnight air cargo | $ | 123,696 | $ | — | $ | — | $ | — | $ | 123,696 | ||||||||||||||||||||||||||||
| Ground support equipment | 47,185 | — | — | — | 47,185 | |||||||||||||||||||||||||||||||||
| Commercial aircraft, engines and parts | 86,919 | — | — | — | 86,919 | |||||||||||||||||||||||||||||||||
| Regional airline | 55,314 | — | — | — | 55,314 | |||||||||||||||||||||||||||||||||
| Digital solutions | 9,081 | — | — | — | 9,081 | |||||||||||||||||||||||||||||||||
| Aviation leasing and asset management | — | 11,394 | — | — | 11,394 | |||||||||||||||||||||||||||||||||
| Corporate and other | 4,895 | — | — | — | 4,895 | |||||||||||||||||||||||||||||||||
| 327,090 | 11,394 | — | — | 338,484 | ||||||||||||||||||||||||||||||||||
| Operating Expenses: | ||||||||||||||||||||||||||||||||||||||
| Overnight air cargo | 104,100 | — | — | — | 104,100 | |||||||||||||||||||||||||||||||||
| Ground support equipment | 36,726 | — | — | — | 36,726 | |||||||||||||||||||||||||||||||||
| Commercial aircraft, engines and parts | 61,579 | — | — | — | 61,579 | |||||||||||||||||||||||||||||||||
| Digital solutions | 3,589 | — | — | — | 3,589 | |||||||||||||||||||||||||||||||||
| Regional airline (exclusive of depreciation) | 44,878 | — | — | — | 44,878 | |||||||||||||||||||||||||||||||||
| Aviation leasing and asset management | — | 263 | 263 | |||||||||||||||||||||||||||||||||||
| Corporate and other | 1,935 | — | — | 1,935 | ||||||||||||||||||||||||||||||||||
| General and administrative | 80,840 | 8,784 | 227 | 1,737 | [A] [F] | 91,588 | ||||||||||||||||||||||||||||||||
| Depreciation and amortization | 12,340 | 251 | (211) | 4,957 | [B] [F] | 17,337 | ||||||||||||||||||||||||||||||||
| Earnout remeasurement | (666) | — | — | — | (666) | |||||||||||||||||||||||||||||||||
| 345,321 | 9,298 | 16 | 6,694 | 361,329 | ||||||||||||||||||||||||||||||||||
| Gain on sale of aircraft on lease | 7,034 | — | — | — | 7,034 | |||||||||||||||||||||||||||||||||
| Operating (Loss) Income | (11,197) | 2,096 | (16) | (6,694) | (15,811) | |||||||||||||||||||||||||||||||||
| Non-operating (Expense) Income: | ||||||||||||||||||||||||||||||||||||||
| Interest (expense) income | (12,040) | (677) | 16 | 344 | [C] [F] | (12,357) | ||||||||||||||||||||||||||||||||
| Loss from equity method investments | (1,740) | (57) | — | — | (1,797) | |||||||||||||||||||||||||||||||||
| Gain on bargain purchase | 111,190 | — | — | — | 111,190 | |||||||||||||||||||||||||||||||||
| Dividend income | — | 23 | — | — | 23 | |||||||||||||||||||||||||||||||||
| Other, net | (193) | (523) | (716) | |||||||||||||||||||||||||||||||||||
| 97,217 | (1,234) | 16 | 344 | 96,343 | ||||||||||||||||||||||||||||||||||
| Earnings (Loss) Before Income Taxes | 86,020 | 862 | — | (6,350) | 80,532 | |||||||||||||||||||||||||||||||||
| Income tax (expense) benefit | (1,369) | (81) | — | 1,190 | [E] | (260) | ||||||||||||||||||||||||||||||||
| Net Income (Loss) | 84,651 | 781 | — | (5,160) | 80,272 | |||||||||||||||||||||||||||||||||
| Net Income (Loss) Attributable to Non-controlling Interests | 6,668 | — | — | 1,000 | [D] | 7,668 | ||||||||||||||||||||||||||||||||
| Net Income (Loss) Attributable to Air T, Inc. Stockholders | $ | 77,983 | $ | 781 | $ | — | $ | (6,160) | $ | 72,604 | ||||||||||||||||||||||||||||
| Earnings per share | ||||||||||||||||||||||||||||||||||||||
| Basic | $ | 28.85 | $ | 26.86 | ||||||||||||||||||||||||||||||||||
| Diluted | $ | 28.85 | $ | 26.86 | ||||||||||||||||||||||||||||||||||
| Weighted average shares outstanding: | ||||||||||||||||||||||||||||||||||||||
| Basic | 2,703 | 2,703 | ||||||||||||||||||||||||||||||||||||
| Diluted | 2,703 | 2,703 | ||||||||||||||||||||||||||||||||||||
2
UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS
For the Three Months Ended June 30, 2026
| (In thousands, except per share data) | Air T (Three Months Ended June 30, 2026) | Arena (Three Months Ended March 31, 2026) | IFRS to U.S. GAAP Adjustments | Pro Forma Adjustments | Notes | Pro Forma Combined | ||||||||||||||||||||||||||||||||
| Operating Revenues: | ||||||||||||||||||||||||||||||||||||||
| Regional airline | $ | 55,909 | $ | — | $ | — | $ | — | $ | 55,909 | ||||||||||||||||||||||||||||
| Overnight air cargo | 29,969 | — | — | — | 29,969 | |||||||||||||||||||||||||||||||||
| Commercial aircraft, engines and parts | 20,523 | — | — | — | 20,523 | |||||||||||||||||||||||||||||||||
| Ground support equipment | 3,683 | — | — | — | 3,683 | |||||||||||||||||||||||||||||||||
| Digital solutions | 2,487 | — | — | — | 2,487 | |||||||||||||||||||||||||||||||||
| Aviation leasing and asset management | 1,365 | 4,528 | — | — | 5,893 | |||||||||||||||||||||||||||||||||
| Corporate and other | 1,525 | — | — | — | 1,525 | |||||||||||||||||||||||||||||||||
| 115,461 | 4,528 | — | — | 119,989 | ||||||||||||||||||||||||||||||||||
| Operating Expenses: | ||||||||||||||||||||||||||||||||||||||
| Regional airline (exclusive of depreciation) | 45,258 | — | — | — | 45,258 | |||||||||||||||||||||||||||||||||
| Overnight air cargo | 24,628 | — | — | — | 24,628 | |||||||||||||||||||||||||||||||||
| Commercial aircraft, engines and parts | 14,791 | — | — | — | 14,791 | |||||||||||||||||||||||||||||||||
| Ground support equipment | 2,526 | — | — | — | 2,526 | |||||||||||||||||||||||||||||||||
| Digital solutions | 887 | — | — | — | 887 | |||||||||||||||||||||||||||||||||
| Aviation leasing and asset management | 233 | 4 | — | — | 237 | |||||||||||||||||||||||||||||||||
| Corporate and other | 430 | — | — | — | 430 | |||||||||||||||||||||||||||||||||
| General and administrative | 29,648 | 2,074 | — | — | 31,722 | |||||||||||||||||||||||||||||||||
| Depreciation and amortization | 9,885 | 10 | — | 1,239 | [B] | 11,134 | ||||||||||||||||||||||||||||||||
| 128,286 | 2,088 | — | 1,239 | 131,613 | ||||||||||||||||||||||||||||||||||
| Operating (Loss) Income | (12,825) | 2,440 | — | (1,239) | (11,624) | |||||||||||||||||||||||||||||||||
| Non-operating (Expense) Income: | ||||||||||||||||||||||||||||||||||||||
| Interest (expense) income | (5,673) | (122) | — | 124 | [C] | (5,671) | ||||||||||||||||||||||||||||||||
| Income from equity method investments | 3,215 | — | — | — | 3,215 | |||||||||||||||||||||||||||||||||
| Other, net | 246 | 151 | — | — | 397 | |||||||||||||||||||||||||||||||||
| (2,212) | 29 | — | 124 | (2,059) | ||||||||||||||||||||||||||||||||||
| (Loss) Earnings Before Income Taxes | (15,037) | 2,469 | — | (1,115) | (13,683) | |||||||||||||||||||||||||||||||||
| Income tax (expense) benefit | (660) | (234) | — | 288 | [E] | (606) | ||||||||||||||||||||||||||||||||
| Net (Loss) Income | (15,697) | 2,235 | — | (827) | (14,289) | |||||||||||||||||||||||||||||||||
| Net Income (Loss) Attributable to Non-controlling Interests | 112 | — | — | 194 | [D] | 306 | ||||||||||||||||||||||||||||||||
| Net (Loss) Income Attributable to Air T, Inc. Stockholders | $ | (15,809) | $ | 2,235 | $ | — | $ | (1,021) | $ | (14,595) | ||||||||||||||||||||||||||||
| Loss per share | ||||||||||||||||||||||||||||||||||||||
| Basic | $ | (5.86) | $ | (5.41) | ||||||||||||||||||||||||||||||||||
| Diluted | $ | (5.86) | $ | (5.41) | ||||||||||||||||||||||||||||||||||
| Weighted average shares outstanding | ||||||||||||||||||||||||||||||||||||||
| Basic | 2,696 | 2,696 | ||||||||||||||||||||||||||||||||||||
| Diluted | 2,696 | 2,696 | ||||||||||||||||||||||||||||||||||||
3
NOTES TO THE UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS
Note 1. Description of the Transaction
On June 10, 2026 (the “Closing Date”), the Company, through its subsidiaries and affiliates, entered into and consummated a series of related agreements and transactions involving the reorganization and capitalization of its aviation asset management platform and the acquisition of Arena Aviation Partners B.V., a Netherlands private limited company. The transactions were completed through Crestone Air Partners, LLC (“CAP”), a Delaware limited liability company, which serves as the platform vehicle for the combined Crestone and Arena aviation asset management business.
Crestone Asset Management Reorganization
Immediately prior to the closing, the Company owned 90% of the common interests in Crestone Asset Management, LLC (“CAM”), and entities controlled by the Mill Road Investors (the “MRC Parties”) owned the remaining 10%. In connection with the transactions, the Company and Aviation Growth Initiatives, LLC (“AGI”), a management-affiliated entity, entered into a Membership Interest Purchase Agreement with the MRC Parties, pursuant to which the Company and AGI acquired the MRC Parties’ 10% common interest position in CAM for aggregate cash consideration of $6.2 million, with each of the Company and AGI contributing $3.1 million. Following that acquisition, the Company and AGI entered into a Redemption Agreement with CAM, pursuant to which they redeemed approximately 99% of their CAM common interests in exchange for CAM’s assignment of a portfolio of servicing agreement rights, retaining the remaining approximately 1% of CAM common interests.
CAP Capitalization
On the Closing Date, the limited liability company agreement of CAP became effective, and CAP was capitalized through contributions by its initial members. The Company and AGI contributed the servicing agreement rights received from CAM to CAP in exchange for Class A Common Units of CAP. The Company and Blue Owl Capital Inc. (or an affiliate) contributed an aggregate of $21.7 million in cash to CAP in exchange for Class B Preferred Units of CAP, and the Company contributed $50 thousand in cash in exchange for Class A Common Units. The cash proceeds from these contributions were used as the primary funding source for the Arena acquisition.
Arena Acquisition
On the Closing Date, CAP, completed the acquisition of 100% of the outstanding shares of Arena pursuant to the Share Purchase Agreement dated March 8, 2026, as amended. CAP acquired all outstanding shares of Arena for cash consideration of $21.7 million, subject to closing adjustments for debt, transaction expenses and leakage. A portion of the consideration payable in respect of the contingent consideration was deposited into an indemnity escrow with Bank of Utah, as escrow agent. Certain depositary receipt holders are also entitled to receive additional cash payments equal to their pro rata share of 57.5% of specified at-risk upside-sharing amounts actually collected after closing under certain servicing agreements and signed letters of intent in effect as of the Closing Date; the total amount of such contingent consideration is recorded at estimated fair value of $12.2 million. Total consideration for the Arena acquisition inclusive of the contingent consideration and the cash consideration totals $33.9 million.
4
Note 2. Basis of Pro Forma Presentation
The Arena Acquisition is accounted for under the acquisition method of accounting in accordance with FASB ASC 805, Business Combinations, using the fair value concepts defined in ASC 820, Fair Value Measurement, with CAP as the acquiring entity. The Company consolidates CAP as a variable interest entity for which the Company is the primary beneficiary. Interests in CAP held by Blue Owl, and AGI are reflected as non-controlling interests in the Company’s condensed consolidated financial statements.
The unaudited pro forma condensed combined statements of operations give effect to the Arena Acquisition as if it had occurred on April 1, 2025, the beginning of the earliest period presented. These unaudited pro forma condensed combined financial statements are presented for illustrative purposes only and do not give effect to any cost savings from operating efficiencies, revenue synergies, or the costs to achieve them.
Foreign Currency Translation
The Arena historical financial information has been translated from euros to U.S. dollars using the following exchange rates:
| Period Presented | Exchange Rate | Euro / U.S. dollar | ||||||||||||
| Year ended December 31, 2025 | Average rate | €1 = $1.1287 | ||||||||||||
| Three months ended March 31, 2026 | Average rate | €1 = $1.1701 | ||||||||||||
| June 10, 2026 (Closing Date) | Spot rate | €1 = $1.1554 | ||||||||||||
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Note 3. Accounting Policies and Reclassifications
Arena’s historical consolidated financial statements were prepared in accordance with International Financial Reporting Standards as adopted by the European Union ("IFRS") and are presented in euros. Air T has completed its review of Arena’s IFRS accounting policies for differences from U.S. GAAP. The only adjustment identified for the year ended March 31, 2026 relates to lease accounting, with no adjustment for the three months ended June 30, 2026, as outlined in Note 5 section [F].
The following table summarizes the mapping of Arena’s historical statement of profit or loss line items (audited, year ended December 31, 2025) into Air T’s statement of operations presentation:
| Arena historical line item | EUR 000’s | USD 000’s | Air T presentation line | |||||||||||||||||
| Revenue | 10,094 | 11,394 | Aviation leasing and asset management revenues | |||||||||||||||||
| Cost of sales | (233) | (263) | Aviation leasing and asset management operating expenses | |||||||||||||||||
| Employee benefit expenses | (2,566) | (2,897) | General and administrative | |||||||||||||||||
| Selling and marketing expenses | (547) | (617) | General and administrative | |||||||||||||||||
| General and administrative expenses | (4,669) | (5,270) | General and administrative | |||||||||||||||||
| Depreciation and amortisation | (222) | (251) | Depreciation and amortization | |||||||||||||||||
| Dividend income from investment | 20 | 23 | Dividend income | |||||||||||||||||
| Finance income/(expenses) | (600) | (677) | Interest expense | |||||||||||||||||
| Other gains/(losses) | (464) | (523) | Other, net | |||||||||||||||||
| Share of results of associates and joint ventures | (50) | (57) | (Loss) income from equity method investments | |||||||||||||||||
| Income tax expense | (72) | (81) | Income Tax Expense | |||||||||||||||||
| Profit for the year | 692 | 781 | Net Income | |||||||||||||||||
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Note 4. Preliminary Estimated Purchase Price Allocation
The Arena Acquisition is accounted for as a business combination using the acquisition method of accounting in accordance with ASC 805. The purchase price will be allocated to the assets acquired and liabilities assumed based on their estimated fair values as of June 10, 2026. The following preliminary allocation is presented as placeholders pending completion of the valuation analysis by the Company’s independent valuation specialists (in thousands):
| Fair Value of Assets Acquired and Liabilities Assumed | Amount | |||||||
| Assets: | ||||||||
| Cash and cash equivalents | $ | 2,589 | ||||||
| Accounts receivable, net of allowance for doubtful accounts | 470 | |||||||
| Tax receivable | 466 | |||||||
| Prepaid expenses | 6 | |||||||
| Other current assets | 210 | |||||||
| Property and equipment | 154 | |||||||
| Right of use assets | 168 | |||||||
| Intangible assets | 29,684 | |||||||
| Equity method investments | 731 | |||||||
| Goodwill | 8,228 | |||||||
| Total Assets | 42,706 | |||||||
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| Liabilities | ||||||||
| Accounts payable | (696) | |||||||
| Accrued expenses and other | (13) | |||||||
| Tax liabilities | (232) | |||||||
| Other liabilities | (27) | |||||||
| Current lease liability | (71) | |||||||
| Non-current lease liability | (98) | |||||||
| Deferred tax liability | (7,659) | |||||||
| Total Liabilities | (8,796) | |||||||
| Net Assets Acquired | $ | 33,910 | ||||||
The purchase price allocation is considered preliminary. The Company’s initial accounting for the acquisition is incomplete as of the date of this report. Therefore, as permitted by applicable accounting guidance, the Company has used preliminary estimates that may be adjusted during the measurement period (not to exceed one year from the Closing Date) as valuations are finalized and additional information becomes available.
Note 5. Unaudited Pro Forma Adjustments
The pro forma adjustments are preliminary and are subject to change. The unaudited pro forma statements of operations reflect (dollars in thousands):
Statements of Operations Adjustments
[A] Transaction costs. Acquisition-related costs are expensed as incurred in accordance with ASC 805. This adjustment for the year ended March 31, 2026 reflects $1,737 of transaction costs incurred by Air T and CAP in connection with the Arena Acquisition after March 31, 2026 and therefore are not reflected in the annual historical period, but are recognized as if incurred in the year ended March 31, 2026.
[B] Intangible asset amortization. Reflects incremental amortization expense resulting from the identifiable intangible assets recognized in the purchase price allocation (Note 4), of $4,957 for the year ended March 31, 2026 and $1,239 for the three-month period ended June 30, 2026, computed on a straight-line basis using the useful lives per the purchase price allocation: 4 years (customer relationships — existing contracts, $14,193) and 11 years (institutional investor relationships, $15,491.
[C] Financing and settlement of Arena shareholder debt. The Arena Acquisition was funded primarily with cash contributions to CAP in exchange for Class B Preferred Units and Class A Common Units (Note 1). Arena’s shareholder loan was settled out of the consideration at closing; accordingly, the related historical interest expense is eliminated, resulting in an adjustment of $344 for the year ended March 31, 2026 and $124 for the three months ended June 30, 2026.
[D] Non-controlling interests. Reflects the allocation of the pro forma results of CAP (including Arena and the transaction accounting adjustments at the CAP level) to the non-controlling interests in CAP held by Blue Owl and AGI: a loss of $1,000 for the twelve-month period and a loss of $194 for the three-month period ended June 30, 2026.
[E] Income taxes. Reflects the income tax effect of pro forma adjustments [B] and [C] at the Netherlands statutory rate of 25.8%. A benefit of $1,190 and $288 are reflected for the year ended March 31, 2026 and three-month period ended June 30, 2026, respectively.
[F] IFRS 16 to ASC 842 lease presentation (IFRS to U.S. GAAP Adjustments column). Arena’s IFRS statements present its office leases as right-of-use asset depreciation ($211, within depreciation and amortization) and interest accreted on lease liabilities ($16, within interest expense). Under ASC 842 these leases are operating leases with a single operating lease cost presented within general and administrative expenses. The IFRS to U.S. GAAP Adjustments column therefore reclassifies these amounts to general and administrative expenses ($227), with no effect on pro forma net income. See Note 3.
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