[Form 3] Air T, Inc. Air T Funding Alpha Income Trust Preferred Securities Initial Statement of Beneficial Ownership

Rhea-AI Filing Summary

Reporting person: The Form 3 names Kennedy Tracy as the reporting person and lists a Minneapolis address. The reporter is identified as the company's CFO. The date of the event requiring the statement is 10/16/2024. The filing lists six separate stock option awards, each for 250 shares of Common Stock exercisable on 06/30/2025 and expiring on 06/30/2041, with exercise prices of $33.98, $36.78, $39.76, $42.93, $46.29, and $49.85. The filing states that after expirations tied to unmet price tranches, the total amount outstanding as of 10/16/2024 was 1,750 options. The form is signed and dated 08/14/2025.

Positive

• Detailed disclosure of six option tranches with exercise prices and dates
• States total outstanding options after expirations as 1,750 as of 10/16/2024
• Identifies reporting role (CFO) and includes a signed filing date (08/14/2025)

Negative

• Vesting is contingent on market-price tests and tranches expire if price targets are not met within the specified window
• Further details are deferred to the company's proxy statement (filed July 3, 2025), so the form alone lacks full plan mechanics

Insights

Financial Analyst

TL;DR: Initial insider disclosure shows option-based holdings with performance-contingent vesting, totaling 1,750 options outstanding as of 10/16/2024.

The Form 3 documents six option tranches awarded to the reporting person, each exercisable 06/30/2025 and expiring 06/30/2041, with graduated exercise prices from $33.98 to $49.85. The filing explicitly ties vesting to future market-price tests and notes expirations for unmet tranches, leaving 1,750 options outstanding on the stated date. For investors, this is a routine insider ownership disclosure rather than an operational or financial update.

Corporate Governance Expert

TL;DR: The filing provides clear disclosure of executive option awards and the market-price vesting mechanics, fulfilling Section 16 reporting requirements.

The document identifies the reporting person as CFO and details the structure and conditions of six option grants with specific exercise prices and dates. It notes contingent expirations tied to 60-day market tests and references the company proxy for further details. This is a compliance-focused disclosure; no governance irregularities or changes of control are disclosed within the form.

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

Kennedy Tracy

(Last) (First) (Middle)

5000 WEST 36TH STREET

SUITE 200

(Street)

MINNEAPOLIS MN 55416

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
10/16/2024

3. Issuer Name and Ticker or Trading Symbol
AIR T INC [ AIRT ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	CFO

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Stock options(1)	06/30/2025	06/30/2041	Common Stock	250	$33.98	D
Stock options(1)	06/30/2025	06/30/2041	Common Stock	250	$36.78	D
Stock options(1)	06/30/2025	06/30/2041	Common Stock	250	$39.76	D
Stock options(1)	06/30/2025	06/30/2041	Common Stock	250	$42.93	D
Stock options(1)	06/30/2025	06/30/2041	Common Stock	250	$46.29	D
Stock options(1)	06/30/2025	06/30/2041	Common Stock	250	$49.85	D

Explanation of Responses:

1. Whether any of the unexerciseable options vest, and the amount that does vest, is tied to various price tranches (six per year) corresponding to future testing dates (June 30 of each year) and the achievement of our Common Stock trading at or above the exercise price for each applicable price tranche. In the event that the market price of our common stock does not reach or exceed the exercise price during the 60 days immediately preceding the applicable price tranche, 100% of the applicable options associated with that price tranche expire immediately. After expirations due to failures to reach the prior stated exercise prices, total amount outstanding as of 10/16/2024 was 1,750. For further details, see the Company's proxy statement filed July 3, 2025.

Remarks:

	/s/ Trang Kennedy	08/14/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What securities did the reporting person disclose on the Form 3 for AIRTP?

The Form 3 discloses six stock option grants of 250 shares each (totaling 1,500 initially shown by tranche lines) and states 1,750 options outstanding as of 10/16/2024 after expirations; each option underlies Common Stock.

When are the disclosed options exercisable and when do they expire?

All disclosed options are exercisable on 06/30/2025 and expire on 06/30/2041.

What are the exercise prices for the options listed in the filing?

The exercise prices listed are $33.98, $36.78, $39.76, $42.93, $46.29, and $49.85 per share.

What role does the reporting person hold at the company?

The filing identifies the reporting person as the company's CFO.

Does the Form 3 explain vesting conditions for the options?

Yes. Vesting for unexercisable options is tied to price tranches tested on June 30 each year and requires the common stock to trade at or above the exercise price during the 60 days preceding the tranche; otherwise those tranche options expire.