AIRT Form 4: Director sale of 20,103 shares; two 500-share options granted

Rhea-AI Filing Summary

Gary S. Kohler, a director of Air T Inc. (ticker AIRT), reported transactions dated 08/11/2025. He disposed of 20,103 shares of common stock and acquired two stock option awards of 500 shares each on the same date. The options have exercise prices of $30 and $50, become exercisable on 08/06/2026, and expire on 08/06/2045. Each option award covers 500 underlying shares and is reported as directly owned with a reported post-transaction beneficial ownership of 500 for each grant. The filing notes that previously granted unexercisable options from December 2020 are subject to price-tranche vesting and expirations and that, after prior expirations, 1,500 options remain outstanding. The form is signed and dated 08/14/2025.

Positive

• Receipt of long-dated option awards (500 shares at $30 and 500 shares at $50) which align insider pay with long-term share-price performance
• Clear disclosure of exercisability and expiration dates and explanation of prior contingent awards, enhancing transparency

Negative

• Disposal of 20,103 common shares by a director on 08/11/2025, a material near-term sale without stated rationale
• No indication in the filing that the sale was made under a 10b5-1 trading plan (box not marked), leaving intent unclear

Insights

Financial Analyst

TL;DR: Director sold a material block of shares while receiving long-dated, performance-linked options, signaling liquidity action but continued equity-based alignment.

The disposal of 20,103 common shares is a notable near-term liquidity event by an insider; the filing does not state proceeds or remaining share count for common stock holdings after the sale. Simultaneously, the director received two long-term option grants (500 shares at $30 and 500 shares at $50) exercisable in 2026 and expiring in 2045, which provide continued alignment with future share-price performance. The explanatory note about December 2020 tranches clarifies that some historic options are contingent on price thresholds and that 1,500 options remain outstanding after prior expirations. For investors, the mix of sale plus option grants is neutral-to-moderately informative regarding insider behavior but lacks context on total ownership levels.

Corporate Governance Expert

TL;DR: The reported transactions reflect routine insider compensation and a separate share disposition; disclosure is complete for transaction mechanics but limited on intent.

The Form 4 properly discloses a director-level disposition and two option awards with detailed terms. The long exercise window and exercisable date indicate retention incentives rather than immediate liquidity from the awards. The filing also appropriately describes the conditional vesting mechanics of prior 2020 awards and the current outstanding option count of 1,500. The document does not provide rationale for the share sale or specify whether the sale was pursuant to a 10b5-1 plan; the box indicating a 10b5-1 sale is not marked in the provided content. From a governance perspective, the disclosure meets regulatory requirements but leaves open questions about timing and intent that would require supplementary company or insider commentary.

SEC Form 4

FORM 4

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

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

KOHLER GARY S

(Last) (First) (Middle)

5000 WEST 36TH STREET

SUITE 200

(Street)

MINNEAPOLIS MN 55416

(City) (State) (Zip)

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

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

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

3. Date of Earliest Transaction (Month/Day/Year)
08/11/2025

4. 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 Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock								20,103	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Stock options	$30	08/11/2025		A		500		08/06/2026	08/06/2045	Common Stock	500	$0	500(1)	D
Stock options	$50	08/11/2025		A		500		08/06/2026	08/06/2045	Common Stock	500	$0	500(1)	D

Explanation of Responses:

1. Cumulative amount does not include presently unexerciseable options granted in December 2020. 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 currently outstanding is 1,500. For further details, see the Company's proxy statement filed July 3, 2025.

Remarks:

	/s/ Gary S. Kohler	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 4 (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 did Air T Inc (AIRT) insider Gary S. Kohler report on 08/11/2025?

He reported a disposition of 20,103 common shares and the acquisition of two stock option awards of 500 shares each with exercise prices of $30 and $50.

When do the reported stock options become exercisable and when do they expire?

Both option awards become exercisable on 08/06/2026 and expire on 08/06/2045.

How many option shares remain outstanding from prior grants according to the filing?

The filing states that, after prior expirations tied to price tranches, a total of 1,500 options remain outstanding from the December 2020 grants.

Did the Form 4 indicate the sale was part of a 10b5-1 plan?

The provided content does not show the box checked to indicate the transaction was made pursuant to a 10b5-1 trading plan.

Who signed the Form 4 and when?

The Form 4 was signed by Gary S. Kohler on 08/14/2025.