AIRTP Form 4: Director Granted 2,750 Stock Options With Multi‑Year Vesting

Rhea-AI Filing Summary

Jamie Thingelstad, a director of Air T Inc. (AIRTP), reported option grants dated 08/11/2025 totaling 2,750 stock options that underlie 2,750 common shares. The grants consist of two 500‑option awards (exercise prices $30 and $50, exercisable 08/06/2026, expiring 08/06/2045) and six tranche‑style awards (exercise prices ranging from $38.23 to $61.06, exercisable beginning 06/30/2026, expiring 06/30/2041). Each tranche vests in six annual test dates with ~10% step‑ups to the exercise price and 16.67% of the grant vesting at each test date, per the company proxy referenced.

Positive

• Director alignment: Grants align the reporting director's pay with long‑term company performance via multi‑year vesting.
• Clear vesting mechanics: Form discloses tranche structure and step‑up exercise prices with reference to proxy for details.

Negative

• None.

Insights

Corporate Governance Expert

TL;DR: Director received multi‑tranche option grants aligning long‑term incentives with shareholder value over multi‑year vesting.

The Form 4 discloses option awards granted to a board director on 08/11/2025 that vest in increments tied to annual test dates and include step‑up increases in exercise price. Structuring awards with multi‑year vesting and escalating exercise prices is typical for retention and performance alignment. The awards carry long expiration windows (to 2041 and 2045), indicating multi‑year incentive horizons. The filing is routine for director compensation and contains no indication of accelerated vesting, sales, or dispositions.

Securities Compensation Analyst

TL;DR: The package totals 2,750 options with varied strikes and staggered exercisability, increasing potential future dilution over time.

The reported grants include two fixed awards and six performance/tenure‑style tranches with exercise prices from $30.00 to $61.06 and vesting starting mid‑2026. Because these are option grants (strike prices > $0) that vest over several years, any eventual share issuance depends on future exercise decisions and share price performance. The proxy disclosure referenced for vesting mechanics is the appropriate place for further compensation detail; the Form 4 itself documents the immediate grant and resulting beneficial ownership amounts.

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

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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^*

THINGELSTAD JAMIE

(Last) (First) (Middle)

5115 KNOX AVE S

(Street)

MINNEAPOLIS MN 55419

(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	D
Stock options	$50	08/11/2025		A		500		08/06/2026	08/06/2045	Common Stock	500	$0	500	D
Stock options	$38.23(1)	08/11/2025		A		292		06/30/2026	06/30/2041	Common Stock	292	$0	292	D
Stock options	$42.12(1)	08/11/2025		A		292		06/30/2026	06/30/2041	Common Stock	292	$0	292	D
Stock options	$46.33(1)	08/11/2025		A		292		06/30/2026	06/30/2041	Common Stock	292	$0	292	D
Stock options	$50.87(1)	08/11/2025		A		292		06/30/2026	06/30/2041	Common Stock	292	$0	292	D
Stock options	$55.78(1)	08/11/2025		A		292		06/30/2026	06/30/2041	Common Stock	292	$0	292	D
Stock options	$61.06(1)	08/11/2025		A		290		06/30/2026	06/30/2041	Common Stock	290	$0	290	D

Explanation of Responses:

1. The option exercise price increases approximately 10% at each test date and 16.67% of the option grant is available for vesting on each test date. Each option has six test dates, which occur on each subsequent anniversary of the option grant date. For further details see the Company's proxy statement filed July 3, 2025.

Remarks:

	/s/ Jamie Thingelstad	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.
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FAQ

What did Jamie Thingelstad report on the Form 4 for AIRTP?

Jamie Thingelstad reported option grants dated 08/11/2025 totaling 2,750 stock options that underlie 2,750 common shares.

How many options and what exercise prices were granted on 08/11/2025?

Total 2,750 options: two awards of 500 at $30.00 and $50.00, and six tranches at $38.23, $42.12, $46.33, $50.87, $55.78, and $61.06 (various quantities).

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

Exercisable dates: Some options become exercisable 08/06/2026 (expire 08/06/2045); other tranches become exercisable 06/30/2026 (expire 06/30/2041).

What vesting schedule or conditions apply to the tranche awards?

The option exercise price increases ~10% at each test date and 16.67% of the option grant vests on each test date (six test dates total); see the company's July 3, 2025 proxy for full details.

What is the reporting person’s relationship to AIRTP?

Jamie Thingelstad is reported as a Director of Air T Inc.