Air T (AIRT) director acquires 1,000 options exercisable 08/06/2026

Rhea-AI Filing Summary

Peter B. McClung, a director of Air T Inc. (AIRT), reported the acquisition of two option grants on 08/11/2025. Each grant covers 500 stock options: one with a $30 exercise price and one with a $50 exercise price. Both option series become exercisable on 08/06/2026 and expire on 08/06/2045. Following the reported transactions, Mr. McClung directly beneficially owns 500 shares tied to each grant (totaling 1,000 underlying shares reported here); the filing notes that, after prior expirations, the company currently has 1,500 options outstanding tied to earlier grants and that some earlier options are unexercisable pending future stock-price tests described in the company proxy.

Positive

• Clear disclosure of option grants with exercise prices ($30 and $50), exercisable date (08/06/2026), and expiration (08/06/2045)
• Director participation through compensation-aligned instruments that tie value to future stock performance

Negative

• None.

Insights

Securities Analyst

TL;DR: Director acquired 1,000 options with multi-year exercise windows and long-dated expirations, showing insider option grants rather than open-market purchases.

The filing documents two option acquisitions by a director on the same date: 500 options at a $30 strike and 500 at a $50 strike, both exercisable in August 2026 and expiring in August 2045. These are option grants (transaction code A), not open-market buys, so they reflect compensation or award activity. The long 20-year contractual term is notable but not uncommon for certain equity incentive plans. The disclosure that some prior options are subject to price-tranche vesting and that total outstanding after expirations is 1,500 provides useful context on the company's option overhang and vesting structure.

Corporate Governance Expert

TL;DR: The report is a routine insider grant disclosure with governance-relevant vesting conditions tied to stock-price hurdles.

Details show the director received option awards with explicit exercisability and expiration dates; the explanatory note reveals earlier grants include price-tranche vesting tied to market-price tests and that failures to meet thresholds cause immediate expirations. That structure links management upside to share-price performance but also creates the potential for expirations if price thresholds are not met. Investors can reference the company proxy for full vesting mechanics and potential dilution implications.

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
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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^*

McClung Peter B.

(Last) (First) (Middle)

14101 SOUTHERN ROAD

(Street)

GRANDVIEW MO 64030

(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

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/ Peter B. McClung	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 transactions did Peter B. McClung report for AIRTP/AIRT on 08/11/2025?

He reported two option grants: 500 options at a $30 exercise price and 500 options at a $50 exercise price, both granted 08/11/2025.

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

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

How many underlying shares do the reported option grants cover?

The filing reports 500 underlying shares per grant, totaling 1,000 underlying shares from these two grants.

Does the filing mention any special vesting conditions?

Yes. The filing explains earlier options include price-tranche vesting tied to future testing dates and that options can expire if the stock does not meet exercise-price thresholds within prescribed windows.

How many options remain outstanding according to the filing?

The filing states that after expirations due to unmet price thresholds, the total amount currently outstanding is 1,500 (from prior grants).