Form 8-K/A

8-K/A — AIR T INC

Accession: 0000353184-26-000088

Filed: 2026-08-26

Period: 2026-08-26

CIK: 0000353184

SIC: 4513 (AIR COURIER SERVICES)

Item: Financial Statements and Exhibits

Documents

8-K/A — airt-20260826.htm (Primary)

EX-23.1 (baranconsent82626.htm)

EX-99.1 (arenaaviationpartnersbv-.htm)

EX-99.2 (unauditedproformafinancial.htm)

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8-K/A

8-K/A (Primary)

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airt-20260826

0000353184false00003531842026-06-102026-08-260000353184us-gaap:CommonStockMember2026-06-102026-08-260000353184airt:CumulativeCapitalSecuritiesMember2026-06-102026-08-26

______________________________________________________________________________

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

______________________________________________________________________________

FORM 8-K/A

______________________________________________________________________________

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of report (Date of earliest event reported): June 10, 2026

______________________________________________________________________________

AIR T, INC.

(Exact Name of Registrant as Specified in Charter)

______________________________________________________________________________

Delaware

001-35476

52-1206400

(State or Other Jurisdiction

of Incorporation)

(Commission

File Number)

(I.R.S. Employer

Identification No.)

11020 David Taylor Drive, Suite 305,

Charlotte, North Carolina 28262

(Address of Principal Executive Offices, and Zip Code)

________________(980) 595-2840__________________

Registrant’s Telephone Number, Including Area Code

Not applicable___

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐ Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communication pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communication pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class Trading Symbol(s) Name of each exchange on which registered

Common Stock AIRT

NASDAQ Capital Market

Alpha Income Preferred Securities (also referred to as 8% Cumulative Capital Securities) (“TruPs”) AIRTP

NASDAQ Global Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

☐

Emerging growth company

☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

Explanatory Note

This Amendment No. 1 on Form 8-K/A (this “Amendment”) amends the Current Report on Form 8-K filed by Air T, Inc. (the “Company”) with the Securities and Exchange Commission on June 16, 2026 (the “Original 8-K”) relating to the completion by Crestone Air Partners, LLC, a Delaware limited liability company and consolidated subsidiary of the Company (“CAP”), of the acquisition of all of the outstanding shares of Arena Aviation Partners B.V., a Netherlands private limited company (“Arena”), on June 10, 2026 (the “Arena Acquisition”).

The Company previously reported its entry into the Share Purchase Agreement relating to the Arena Acquisition in a Current Report on Form 8-K filed on March 9, 2026, as amended by Amendment No. 1 on Form 8-K/A filed on March 10, 2026.

The Original 8-K was filed without the financial statements and pro forma financial information required by Item 9.01 of Form 8-K. This Amendment is being filed solely to provide such financial statements and pro forma financial information. The financial statements and pro forma financial information required to be filed by Item 9.01 of Form 8-K are filed herewith as Exhibits 99.1 and 99.2 to this Amendment. Except as set forth herein, this Amendment does not amend any other item of the Original 8-K.

Item 9.01 Financial Statements and Exhibits

a.Financial Statements of Businesses or Funds Acquired

The financial statements required by Item 9.01 are filed herewith as Exhibit 99.1 and are incorporated herein by reference.

b.Pro Forma Financial Statements

The unaudited pro forma financial information required by Item 9.01 is filed herewith as Exhibit 99.2 and is incorporated herein by reference.

c.Not applicable

d.Exhibits

Exhibit No.

Description

23.1

Consent of Baran Audit & Assurance Services B.V.

99.1

Audited consolidated financial statements of Arena Aviation Partners B.V. as of and for the years ended December 31, 2025 and 2024, including the report of Baran Audit & Assurance Services B.V. thereon.

99.2

Unaudited pro forma condensed combined statements of operations for the year ended March 31, 2026 and the three months ended June 30, 2026, and related notes.

104

Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: August 26, 2026

AIR T, INC.

By: /s/ Tracy Kennedy

Tracy Kennedy, Chief Financial Officer

EX-23.1

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CONSENT OF INDEPENDENT AUDITORS We consent to the incorporation by reference in Registration Statement Nos. 333-277855 and 333-277855-01 on Form S-3 of Air T, Inc. of our report dated August 26, 2026, relating to the financial statements of Arena Aviation Partners B.V. appearing in this Current Report on Form 8-K/A dated August 26, 2026. /s/ Baran Audit & Assurance Services B.V. Zaandam Netherlands August 26, 2026

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UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS

The following unaudited pro forma condensed combined financial statements of Air T, Inc. (“Air T”, the “Company” or “acquirer”) present the combination of the historical financial statements of Air T and Arena Aviation Partners B.V. (“Arena”), adjusted to give effect to the acquisition of Arena by Crestone Air Partners, LLC (“CAP”), a consolidated subsidiary of the Company completed on June 10, 2026 (collectively, the “Arena Acquisition”), prepared in accordance with Article 11 of Regulation S-X.

In accordance with Article 11 of Regulation S-X, Air T has elected not to present Management’s Adjustments and has only presented Transaction Accounting Adjustments in the following unaudited pro forma condensed combined financial statements.

An unaudited pro forma condensed combined balance sheet is not presented because the Arena Acquisition is already reflected in the Company’s condensed consolidated balance sheet as of June 30, 2026 included in its Quarterly Report on Form 10-Q for the quarter ended June 30, 2026, filed with the SEC on August 14, 2026.

The unaudited pro forma condensed combined statement of operations for the year ended March 31, 2026 combines the historical consolidated statement of operations of Air T for its fiscal year ended March 31, 2026 with the historical consolidated statement of profit or loss of Arena for its fiscal year ended December 31, 2025, as if the Arena Acquisition had occurred on April 1, 2025. The unaudited pro forma condensed combined statement of operations for the three months ended June 30, 2026 combines the historical condensed consolidated statement of operations of Air T for the three months ended June 30, 2026 with the historical statement of profit or loss of Arena for the three months ended March 31, 2026, as if the Arena Acquisition had occurred on April 1, 2025.

The pro forma adjustments and allocation of the purchase price for the Arena Acquisition are preliminary, are based on management’s current estimates of the fair value of the assets acquired and liabilities assumed, and are based on currently available information, including preliminary work performed by independent valuation specialists. As of the date of the Current Report on Form 8-K/A to which these unaudited pro forma condensed combined financial statements are filed as an exhibit, the allocation of the purchase price is preliminary and will potentially change in future periods as fair value estimates of the assets acquired and liabilities assumed are finalized, including those related to intangible assets, and other acquisition-date estimates. The final determination of the fair values will be completed within the one-year measurement period.

Assumptions and estimates underlying the unaudited pro forma adjustments are described in the accompanying notes. The following unaudited pro forma condensed combined financial statements are provided for illustrative purposes only and do not necessarily reflect what the combined companies’ results of operations would have been had the Arena Acquisition occurred on the date indicated, nor are they indicative of the combined companies’ future results of operations. They should be read in conjunction with the audited consolidated financial statements of Air T included in its Annual Report on Form 10-K for the year ended March 31, 2026, the unaudited condensed consolidated financial statements of Air T included in its Quarterly Report on Form 10-Q for the quarter ended June 30, 2026, and the audited consolidated financial statements of Arena as of and for the years ended December 31, 2025 and 2024 filed as an exhibit to the Form 8-K/A.

UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS

For the Year Ended March 31, 2026

(In thousands, except per share data) Air T

(Twelve Months Ended March 31, 2026) Arena

(Twelve Months Ended December 31, 2025) IFRS to U.S. GAAP Adjustments Pro Forma

Adjustments Notes Pro Forma

Combined

Operating Revenues:

Overnight air cargo $ 123,696 $ — $ — $ — $ 123,696

Ground support equipment 47,185 — — — 47,185

Commercial aircraft, engines and parts 86,919 — — — 86,919

Regional airline 55,314 — — — 55,314

Digital solutions 9,081 — — — 9,081

Aviation leasing and asset management — 11,394 — — 11,394

Corporate and other 4,895 — — — 4,895

327,090 11,394 — — 338,484

Operating Expenses:

Overnight air cargo 104,100 — — — 104,100

Ground support equipment 36,726 — — — 36,726

Commercial aircraft, engines and parts 61,579 — — — 61,579

Digital solutions 3,589 — — — 3,589

Regional airline (exclusive of depreciation) 44,878 — — — 44,878

Aviation leasing and asset management — 263 263

Corporate and other 1,935 — — 1,935

General and administrative 80,840 8,784 227 1,737 [A] [F] 91,588

Depreciation and amortization 12,340 251 (211) 4,957 [B] [F] 17,337

Earnout remeasurement (666) — — — (666)

345,321 9,298 16 6,694 361,329

Gain on sale of aircraft on lease 7,034 — — — 7,034

Operating (Loss) Income (11,197) 2,096 (16) (6,694) (15,811)

Non-operating (Expense) Income:

Interest (expense) income (12,040) (677) 16 344 [C] [F] (12,357)

Loss from equity method investments (1,740) (57) — — (1,797)

Gain on bargain purchase 111,190 — — — 111,190

Dividend income — 23 — — 23

Other, net (193) (523) (716)

97,217 (1,234) 16 344 96,343

Earnings (Loss) Before Income Taxes 86,020 862 — (6,350) 80,532

Income tax (expense) benefit (1,369) (81) — 1,190 [E] (260)

Net Income (Loss) 84,651 781 — (5,160) 80,272

Net Income (Loss) Attributable to Non-controlling Interests 6,668 — — 1,000 [D] 7,668

Net Income (Loss) Attributable to Air T, Inc. Stockholders $ 77,983 $ 781 $ — $ (6,160) $ 72,604

Earnings per share

Basic $ 28.85 $ 26.86

Diluted $ 28.85 $ 26.86

Weighted average shares outstanding:

Basic 2,703 2,703

Diluted 2,703 2,703

UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS

For the Three Months Ended June 30, 2026

(In thousands, except per share data) Air T

(Three Months Ended June 30, 2026) Arena

(Three Months Ended March 31, 2026) IFRS to U.S. GAAP Adjustments Pro Forma

Adjustments Notes Pro Forma

Combined

Operating Revenues:

Regional airline $ 55,909 $ — $ — $ — $ 55,909

Overnight air cargo 29,969 — — — 29,969

Commercial aircraft, engines and parts 20,523 — — — 20,523

Ground support equipment 3,683 — — — 3,683

Digital solutions 2,487 — — — 2,487

Aviation leasing and asset management 1,365 4,528 — — 5,893

Corporate and other 1,525 — — — 1,525

115,461 4,528 — — 119,989

Operating Expenses:

Regional airline (exclusive of depreciation) 45,258 — — — 45,258

Overnight air cargo 24,628 — — — 24,628

Commercial aircraft, engines and parts 14,791 — — — 14,791

Ground support equipment 2,526 — — — 2,526

Digital solutions 887 — — — 887

Aviation leasing and asset management 233 4 — — 237

Corporate and other 430 — — — 430

General and administrative 29,648 2,074 — — 31,722

Depreciation and amortization 9,885 10 — 1,239 [B] 11,134

128,286 2,088 — 1,239 131,613

Operating (Loss) Income (12,825) 2,440 — (1,239) (11,624)

Non-operating (Expense) Income:

Interest (expense) income (5,673) (122) — 124 [C] (5,671)

Income from equity method investments 3,215 — — — 3,215

Other, net 246 151 — — 397

(2,212) 29 — 124 (2,059)

(Loss) Earnings Before Income Taxes (15,037) 2,469 — (1,115) (13,683)

Income tax (expense) benefit (660) (234) — 288 [E] (606)

Net (Loss) Income (15,697) 2,235 — (827) (14,289)

Net Income (Loss) Attributable to Non-controlling Interests 112 — — 194 [D] 306

Net (Loss) Income Attributable to Air T, Inc. Stockholders $ (15,809) $ 2,235 $ — $ (1,021) $ (14,595)

Loss per share

Basic $ (5.86) $ (5.41)

Diluted $ (5.86) $ (5.41)

Weighted average shares outstanding

Basic 2,696 2,696

Diluted 2,696 2,696

NOTES TO THE UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS

Note 1. Description of the Transaction

On June 10, 2026 (the “Closing Date”), the Company, through its subsidiaries and affiliates, entered into and consummated a series of related agreements and transactions involving the reorganization and capitalization of its aviation asset management platform and the acquisition of Arena Aviation Partners B.V., a Netherlands private limited company. The transactions were completed through Crestone Air Partners, LLC (“CAP”), a Delaware limited liability company, which serves as the platform vehicle for the combined Crestone and Arena aviation asset management business.

Crestone Asset Management Reorganization

Immediately prior to the closing, the Company owned 90% of the common interests in Crestone Asset Management, LLC (“CAM”), and entities controlled by the Mill Road Investors (the “MRC Parties”) owned the remaining 10%. In connection with the transactions, the Company and Aviation Growth Initiatives, LLC (“AGI”), a management-affiliated entity, entered into a Membership Interest Purchase Agreement with the MRC Parties, pursuant to which the Company and AGI acquired the MRC Parties’ 10% common interest position in CAM for aggregate cash consideration of $6.2 million, with each of the Company and AGI contributing $3.1 million. Following that acquisition, the Company and AGI entered into a Redemption Agreement with CAM, pursuant to which they redeemed approximately 99% of their CAM common interests in exchange for CAM’s assignment of a portfolio of servicing agreement rights, retaining the remaining approximately 1% of CAM common interests.

CAP Capitalization

On the Closing Date, the limited liability company agreement of CAP became effective, and CAP was capitalized through contributions by its initial members. The Company and AGI contributed the servicing agreement rights received from CAM to CAP in exchange for Class A Common Units of CAP. The Company and Blue Owl Capital Inc. (or an affiliate) contributed an aggregate of $21.7 million in cash to CAP in exchange for Class B Preferred Units of CAP, and the Company contributed $50 thousand in cash in exchange for Class A Common Units. The cash proceeds from these contributions were used as the primary funding source for the Arena acquisition.

Arena Acquisition

On the Closing Date, CAP, completed the acquisition of 100% of the outstanding shares of Arena pursuant to the Share Purchase Agreement dated March 8, 2026, as amended. CAP acquired all outstanding shares of Arena for cash consideration of $21.7 million, subject to closing adjustments for debt, transaction expenses and leakage. A portion of the consideration payable in respect of the contingent consideration was deposited into an indemnity escrow with Bank of Utah, as escrow agent. Certain depositary receipt holders are also entitled to receive additional cash payments equal to their pro rata share of 57.5% of specified at-risk upside-sharing amounts actually collected after closing under certain servicing agreements and signed letters of intent in effect as of the Closing Date; the total amount of such contingent consideration is recorded at estimated fair value of $12.2 million. Total consideration for the Arena acquisition inclusive of the contingent consideration and the cash consideration totals $33.9 million.

Note 2. Basis of Pro Forma Presentation

The Arena Acquisition is accounted for under the acquisition method of accounting in accordance with FASB ASC 805, Business Combinations, using the fair value concepts defined in ASC 820, Fair Value Measurement, with CAP as the acquiring entity. The Company consolidates CAP as a variable interest entity for which the Company is the primary beneficiary. Interests in CAP held by Blue Owl, and AGI are reflected as non-controlling interests in the Company’s condensed consolidated financial statements.

The unaudited pro forma condensed combined statements of operations give effect to the Arena Acquisition as if it had occurred on April 1, 2025, the beginning of the earliest period presented. These unaudited pro forma condensed combined financial statements are presented for illustrative purposes only and do not give effect to any cost savings from operating efficiencies, revenue synergies, or the costs to achieve them.

Foreign Currency Translation

The Arena historical financial information has been translated from euros to U.S. dollars using the following exchange rates:

Period Presented Exchange Rate Euro / U.S. dollar

Year ended December 31, 2025 Average rate €1 = $1.1287

Three months ended March 31, 2026 Average rate €1 = $1.1701

June 10, 2026 (Closing Date) Spot rate €1 = $1.1554

Note 3. Accounting Policies and Reclassifications

Arena’s historical consolidated financial statements were prepared in accordance with International Financial Reporting Standards as adopted by the European Union ("IFRS") and are presented in euros. Air T has completed its review of Arena’s IFRS accounting policies for differences from U.S. GAAP. The only adjustment identified for the year ended March 31, 2026 relates to lease accounting, with no adjustment for the three months ended June 30, 2026, as outlined in Note 5 section [F].

The following table summarizes the mapping of Arena’s historical statement of profit or loss line items (audited, year ended December 31, 2025) into Air T’s statement of operations presentation:

Arena historical line item EUR 000’s USD 000’s Air T presentation line

Revenue 10,094 11,394 Aviation leasing and asset management revenues

Cost of sales (233) (263) Aviation leasing and asset management operating expenses

Employee benefit expenses (2,566) (2,897) General and administrative

Selling and marketing expenses (547) (617) General and administrative

General and administrative expenses (4,669) (5,270) General and administrative

Depreciation and amortisation (222) (251) Depreciation and amortization

Dividend income from investment 20 23 Dividend income

Finance income/(expenses) (600) (677) Interest expense

Other gains/(losses) (464) (523) Other, net

Share of results of associates and joint ventures (50) (57) (Loss) income from equity method investments

Income tax expense (72) (81) Income Tax Expense

Profit for the year 692 781 Net Income

Note 4. Preliminary Estimated Purchase Price Allocation

The Arena Acquisition is accounted for as a business combination using the acquisition method of accounting in accordance with ASC 805. The purchase price will be allocated to the assets acquired and liabilities assumed based on their estimated fair values as of June 10, 2026. The following preliminary allocation is presented as placeholders pending completion of the valuation analysis by the Company’s independent valuation specialists (in thousands):

Fair Value of Assets Acquired and Liabilities Assumed Amount

Assets:

Cash and cash equivalents $ 2,589

Accounts receivable, net of allowance for doubtful accounts 470

Tax receivable 466

Prepaid expenses 6

Other current assets 210

Property and equipment 154

Right of use assets 168

Intangible assets 29,684

Equity method investments 731

Goodwill 8,228

Total Assets 42,706

Liabilities

Accounts payable (696)

Accrued expenses and other (13)

Tax liabilities (232)

Other liabilities (27)

Current lease liability (71)

Non-current lease liability (98)

Deferred tax liability (7,659)

Total Liabilities (8,796)

Net Assets Acquired $ 33,910

The purchase price allocation is considered preliminary. The Company’s initial accounting for the acquisition is incomplete as of the date of this report. Therefore, as permitted by applicable accounting guidance, the Company has used preliminary estimates that may be adjusted during the measurement period (not to exceed one year from the Closing Date) as valuations are finalized and additional information becomes available.

Note 5. Unaudited Pro Forma Adjustments

The pro forma adjustments are preliminary and are subject to change. The unaudited pro forma statements of operations reflect (dollars in thousands):

Statements of Operations Adjustments

[A] Transaction costs. Acquisition-related costs are expensed as incurred in accordance with ASC 805. This adjustment for the year ended March 31, 2026 reflects $1,737 of transaction costs incurred by Air T and CAP in connection with the Arena Acquisition after March 31, 2026 and therefore are not reflected in the annual historical period, but are recognized as if incurred in the year ended March 31, 2026.

[B] Intangible asset amortization. Reflects incremental amortization expense resulting from the identifiable intangible assets recognized in the purchase price allocation (Note 4), of $4,957 for the year ended March 31, 2026 and $1,239 for the three-month period ended June 30, 2026, computed on a straight-line basis using the useful lives per the purchase price allocation: 4 years (customer relationships — existing contracts, $14,193) and 11 years (institutional investor relationships, $15,491.

[C] Financing and settlement of Arena shareholder debt. The Arena Acquisition was funded primarily with cash contributions to CAP in exchange for Class B Preferred Units and Class A Common Units (Note 1). Arena’s shareholder loan was settled out of the consideration at closing; accordingly, the related historical interest expense is eliminated, resulting in an adjustment of $344 for the year ended March 31, 2026 and $124 for the three months ended June 30, 2026.

[D] Non-controlling interests. Reflects the allocation of the pro forma results of CAP (including Arena and the transaction accounting adjustments at the CAP level) to the non-controlling interests in CAP held by Blue Owl and AGI: a loss of $1,000 for the twelve-month period and a loss of $194 for the three-month period ended June 30, 2026.

[E] Income taxes. Reflects the income tax effect of pro forma adjustments [B] and [C] at the Netherlands statutory rate of 25.8%. A benefit of $1,190 and $288 are reflected for the year ended March 31, 2026 and three-month period ended June 30, 2026, respectively.

[F] IFRS 16 to ASC 842 lease presentation (IFRS to U.S. GAAP Adjustments column). Arena’s IFRS statements present its office leases as right-of-use asset depreciation ($211, within depreciation and amortization) and interest accreted on lease liabilities ($16, within interest expense). Under ASC 842 these leases are operating leases with a single operating lease cost presented within general and administrative expenses. The IFRS to U.S. GAAP Adjustments column therefore reclassifies these amounts to general and administrative expenses ($227), with no effect on pro forma net income. See Note 3.

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Filename: R1.htm · Sequence: 37

v3.26.1

Cover

3 Months Ended

Aug. 26, 2026

Entity Information

Document Type

8-K/A

Document Period End Date

Aug. 26, 2026

Entity Registrant Name

AIR T, INC.

Entity Incorporation, State

Entity File Number

001-35476

Entity Tax Identification Number

52-1206400

Entity Address, Street

11020 David Taylor Drive, Suite 305,

Entity Address, City

Charlotte

Entity Address, State

Entity Address, Postal Zip Code

28262

City Area Code

980

Local Phone Number

595-2840

Written Communications

false

Pre-commencement Tender Offer

false

Pre-commencement Issuer Tender Offer

false

Entity Emerging Growth Company

false

Entity Central Index Key

0000353184

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Document Effective Date

Jun. 10, 2026

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Common Stock

Entity Information

Title of 12(b) Security

Common Stock

Trading Symbol

AIRT

Security Exchange Name

NASDAQ

Cumulative Capital Securities

Entity Information

Title of 12(b) Security

Alpha Income Preferred Securities (also referred to as 8% Cumulative Capital Securities) (“TruPs”)

Trading Symbol

AIRTP

Security Exchange Name

NASDAQ

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