Air T (NASDAQ: AIRT) eyes private trust preferred sale for deals

Rhea-AI Filing Summary

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.

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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): March 20, 2026

______________________________________________________________________________

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 8.01 Other Events

On March 20, 2026, Air T, Inc. (the “Company”) issued a notice that it proposes to make an unregistered offering of trust preferred securities to holders of its outstanding trust preferred securities. The notice is filed as Exhibit 99.1 to this Current Report on Form 8-K.

Item 9.01 Financial Statements and Exhibits

99.1			Notice of Proposed Unregistered Offering of Trust Preferred Securities, dated March 20, 2026.
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: March 23, 2026

AIR T, INC.

By: /s/ Tracy Kennedy

Tracy Kennedy, Chief Financial Officer

Notice of Proposed Unregistered Offering Dear Trust Preferred Securityholder, Air T, Inc. (NASDAQ: AIRT; AIRTP) (“Air T”) hereby gives notice that it proposes to make an unregistered offering of additional trust preferred securities (the “Securities”). The Securities have not been and will not be registered under the Securities Act of 1933, as amended, and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements. The Securities are expected to be offered in a private placement. The amount and basic terms of the Securities, the size of the offering, and the timing of the offering have not been determined. The purpose of the offering would be to raise capital for potential strategic acquisitions or other strategic investments. This notice is intended solely to assess preliminary interest and does not constitute an offer to sell or a solicitation of an offer to buy any securities. An offer will only be made by way of definitive offering documents and the offering would be conducted in accordance with applicable securities laws. If you would have interest in participating or would like to discuss further, please contact us using the information below. We appreciate your continued support of Air T. Sincerely, Katrina Philp Chief of Staff Air T, Inc. 612-405-5896 | kphilp@airt.com

FAQ

What is Air T (AIRT) proposing with its new trust preferred securities?

Air T is proposing an unregistered private offering of additional trust preferred securities to existing trust preferred securityholders. The goal is to raise capital for potential strategic acquisitions or other strategic investments, with detailed terms to be set later if the offering proceeds.

Who can participate in Air T’s proposed trust preferred securities offering?

The proposed offering is directed to holders of Air T’s outstanding trust preferred securities. The company is using this notice to assess preliminary interest among these holders before determining the amount, basic terms, size, and timing of any potential private placement.

Is Air T’s proposed trust preferred securities offering registered with the SEC?

The proposed securities will not be registered under the Securities Act of 1933. They may only be offered or sold in the United States through a private placement relying on registration exemptions, as specifically described in the company’s notice to current trust preferred holders.

What is the purpose of Air T (AIRT) raising capital through trust preferred securities?

Air T states that the purpose of the potential offering is to raise capital for strategic acquisitions or other strategic investments. Using trust preferred securities allows the company to seek funding from existing trust preferred securityholders rather than immediately accessing the broader public markets.

Has Air T set the size or timing of the proposed trust preferred offering?

Air T explains that the amount, basic terms, size, and timing of the proposed trust preferred securities offering have not been determined. The current notice is solely intended to gauge preliminary interest and is not yet a definitive offer or solicitation to buy securities.

Does Air T’s notice constitute an actual offer to sell securities?

No. Air T explicitly states the notice does not constitute an offer to sell or a solicitation to buy securities. Any actual offering would be made only through definitive offering documents and conducted in accordance with applicable securities laws and exemptions.

Filing Exhibits & Attachments

5 documents

Press Releases

• EX-99.1 EX-99.1 2.0 KB

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA DOCUMENT 2.6 KB
• EX-101 XBRL TAXONOMY EXTENSION DEFINITION LINKBASE DOCUMENT 15.5 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE DOCUMENT 27.4 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE DOCUMENT 16.2 KB