[8-K] Air T, Inc. Air T Funding Alpha Income Trust Preferred Securities Reports Material Event

Rhea-AI Filing Summary

Air T (NASDAQ:AIRTP) filed an 8-K announcing that its 95%-owned subsidiary CASP Leasing I, LLC signed two separate sale-and-purchase agreements on June 19, 2025 to sell one Airbus A-320-214 and one Airbus A-321-111 to FTAI Aircraft Leasing Ireland (2025) DAC.

The aggregate purchase price exceeds $25 million. Closings are targeted for the week of July 7, 2025 but remain subject to customary conditions, and there is no assurance the deals will close.

Redacted agreements are filed as Exhibits 10.1 and 10.2. Successful completion would monetize aircraft inventory held through the Contrail platform and could materially enhance near-term liquidity.

Positive

• Potential cash proceeds exceeding $25 million if both aircraft sales close, strengthening liquidity.
• Monetizes two Airbus assets, reducing inventory and residual-value risk.

Negative

• Transactions are subject to numerous closing conditions; no assurance of completion by July 7 2025.
• Disposal may eliminate future leasing revenue from the sold aircraft.

Insights

Aircraft Leasing Analyst

TL;DR: $25M aircraft sale boosts liquidity but hinges on July closing.

The two-jet divestiture converts inventory into cash that may exceed a quarter of recent annual capex. Counterparty risk appears limited given FTAI’s profile, yet technical acceptance and regulatory clearances could delay or scuttle the deal. With CASP 95% owned, nearly all proceeds flow to Air T, bolstering a balance sheet levered to aviation cycles.

Equity Strategist

TL;DR: Liquidity positive, but lost lease yield may weigh on earnings.

While a $25 M cash injection can lower net debt or fund growth, selling two narrow-bodies removes potential lease revenue that might have generated mid-teens IRRs. Investors should weigh immediate liquidity against long-term earnings dilution and execution risk before the July close. Management’s willingness to dispose of assets signals a tactical focus on capital recycling over fleet expansion.

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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): June 19, 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 1.01 Entry into a Material Definitive Agreement

On June 19, 2025, CASP Leasing I, LLC (“CASP”), a 95% owned subsidiary of Contrail Aviation Support, LLC (“Contrail”), entered into two separate sale and purchase agreements, each agreement to sell an Airbus Model aircraft. The purchaser of the aircrafts is FTAI Aircraft Leasing Ireland (2025) DAC and the aircraft being sold are further described in the purchase agreements provided as Exhibit 10.1 and 10.2 to this report. The aggregate transaction value, assuming both transactions are completed, would exceed $25,000,000. Although closing of the transactions is currently anticipated to occur during the week of July 7, 2025, the Agreements are subject to numerous closing conditions and other terms and conditions customary for such transactions and there is no assurance that such transactions will close on the dates anticipated or at all.

The purchase agreements also contain representations and warranties made by the parties thereto made to and solely for the benefit of each other, and such representation and warranties should not be relied upon by any other person. The assertions embodied in those representations and warranties were made solely for the purposes of the agreements and are subject to important qualifications and limitations agreed to by and between the CASP and the other party thereto in connection with negotiating the agreements. Accordingly, security holders should not rely on the representations and warranties as accurate or complete or characterizations of the actual state of facts as of any specified date because such representations and warranties are modified in important part by the underlying disclosure schedules, are subject to a contractual standard of materiality different from that generally applicable to security holders and were used only for the purposes of conducting certain limited due diligence inquiries and allocating risks and not for establishing all material facts with respect to the matters addressed.

The foregoing does not purport to be a complete summary of the terms of the sale and purchase agreements and are qualified by reference to the full text of the agreements, which are provided as Exhibits 10.1 and 10.2 to this report and are incorporated herein by reference as if fully set forth herein.

*Portions of the transaction documents have been omitted for confidential treatment.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

10.1			Form of Sale and Purchase Agreement between CASP Leasing I, LLC and FTAI Aircraft Leasing Ireland (2025) DAC dated June 19, 2025 (Airbus Model A-320-214)*
10.2			Form of Sale and Purchase Agreement between CASP Leasing I, LLC and FTAI Aircraft Leasing Ireland (2025) DAC dated June 19, 2025 (Airbus Model A-321-111)*
104			Inline XBRL for the cover page of this Current Report on Form 8-K.

*Portions of the exhibit have been omitted for confidential treatment.

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: June 25, 2025

AIR T, INC.

By: /s/ Nick Swenson

Nick Swenson, Chief Executive Officer

FAQ

What did AIRTP disclose in its latest 8-K filing?

AIRTP reported that subsidiary CASP Leasing signed agreements to sell two Airbus aircraft for over $25 million.

Which aircraft are being sold by AIRTP and to whom?

An Airbus A-320-214 and an Airbus A-321-111 will be sold to FTAI Aircraft Leasing Ireland (2025) DAC.

When are the aircraft sales expected to close for AIRTP?

Closings are targeted for the week of July 7, 2025, subject to customary conditions.

What is the value of the aircraft sale agreements announced by AIRTP?

The aggregate consideration for both aircraft exceeds $25 million.

Which AIRTP subsidiary executed the sale agreements?

CASP Leasing I, LLC, a 95%-owned subsidiary of Contrail Aviation Support, signed the agreements.