[Form 4] Air T, Inc. Air T Funding Alpha Income Trust Preferred Securities Insider Trading Activity

Rhea-AI Filing Summary

William R. Foudray, a director of Air T Inc., reported transactions dated 08/11/2025. The filing shows a sale of 12,500 shares of Common Stock, reported as a disposition. On the same date he acquired two grants of stock options: 500 options with a $30 exercise price and 500 options with a $50 exercise price, each exercisable beginning 08/06/2026 and expiring 08/06/2045, corresponding to 500 underlying shares apiece.

An explanatory note clarifies that certain unexercisable options granted in December 2020 are subject to future vesting tied to price-based tranches and testing dates; after prior expirations the total amount of outstanding options from that grant series is 1,500. The form is signed 08/14/2025. The filing contains no revenue, earnings, or percentage ownership figures.

Positive

• Received long‑dated stock options (500 at $30 and 500 at $50) that align incentives with long‑term share performance
• Options exercisable in 2026 with 2045 expirations, indicating extended retention/incentive structure

Negative

• Disposition of 12,500 shares of Common Stock by a director, which reduces insider common holdings

Insights

Financial Analyst

TL;DR: Insider sold common stock and received new long-dated, price‑conditioned options; transactions are modest and provide limited immediate valuation signal.

The reported 12,500-share disposition is a straightforward sale reducing the director's direct common stock holding. Simultaneously, the director received two option grants (500 options at $30 and 500 at $50) exercisable in 2026 with 2045 expirations, which are long‑dated and therefore align incentives over an extended period. The explanatory note about December 2020 options indicates prior tranche expirations and a remaining 1,500 outstanding from that series; vesting remains contingent on future price tests. Without total shares outstanding or dollar values for the sale, the market impact and magnitude relative to holdings cannot be assessed from this filing alone.

Corporate Governance Expert

TL;DR: Director-directed sale plus new option awards suggest routine compensation and ownership adjustment rather than a clear governance red flag.

The mix of a common stock disposition and option awards can reflect normal portfolio rebalancing and ongoing incentive grants. The new options are subject to multi-year exercisability and price conditions, which tie long‑term pay to share performance but add complexity to vesting outcomes. The disclosure notes prior tranche expirations tied to price hurdles, underscoring performance‑contingent vesting practices. No regulatory or compliance issues are evident in the report itself.

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^*

Foudray William R

(Last) (First) (Middle)

5721 ZUMBRA DR

(Street)

EXCELSIOR MN 55331

(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								12,500	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/ William R Foudray	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 William R. Foudray report on Form 4 for AIR T INC (AIRT)?

The filing reports a sale of 12,500 shares of Common Stock and the acquisition of two option grants of 500 options each (exercise prices $30 and $50) dated 08/11/2025.

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

Both option grants are exercisable starting 08/06/2026 and expire on 08/06/2045.

Does the filing explain prior option grants or vesting conditions?

Yes. It notes certain December 2020 options are price‑tranche conditional; after expirations the total currently outstanding from that series is 1,500 and vesting depends on future price tests.

What date were the transactions reported and when was the form signed?

Transactions are dated 08/11/2025 and the Form 4 is signed by William R. Foudray on 08/14/2025.

Does the form disclose the dollar value received from the 12,500-share sale?

No. The filing shows the disposition amount but does not disclose the sale price or total proceeds.

Does the filing state the reporting person's percentage ownership after these transactions?

No. The form lists amounts held or received but does not provide percentage ownership or total shares outstanding.