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AIR T INC

For the period ended Sep 30, 2025. Filed Nov 12, 2025.

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About this filing

A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.

Sep 30, 2025 · Filed Nov 12, 2025

AIRT$27.70-1.6%Stored close · as of Nov 6, 2026
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Note

  1. Lessor Arrangements

Equipment Leases

The Company leases equipment to third-parties, primarily through Contrail. Leases for aircraft and engines to aviation customers typically have terms ranging from 1 and 4 years under operating lease agreements. The Company depreciates aircraft and engines on a straight-line basis over the assets' useful life from the acquisition date to an estimated residual value.

On August 26, 2024, Contrail executed the operating agreement for CASP Leasing 1, LLC ("CASP"), a newly-created and 95% owned subsidiary of Contrail. Shortly thereafter, on August 29, 2024, CASP entered intotwo purchase agreements to acquire, and subsequently lease, two Airbus Model A321-111 aircraft. On July 15, 2025, CASP completed the sale of thesetwo aircraft, including their associated engines, for a total contracted sales price exceeding $25.0 million. In connection with the sale, CASP executed assignment, assumption, and amendment agreements under the existing leases, thereby transferring all lessor rights and obligations to the purchaser. After applying purchase price adjustments for deposits and rent payments as described in the sale and purchase agreements, CASP received net closing proceeds of $19.9 million.

For the assets currently on lease, there are no options for the lessees to purchase the assets at the end of the lease term. During the three and six months ended September 30, 2025, the Company recognized depreciation expense relating to equipment leases of $0.1 million and $0.7 million, respectively. Depreciation expense relating to equipment leases for the three and six months ended September 30, 2024 was $0.2 million and $0.3 million, respectively.

Future minimum undiscounted rental payments to be received do not include contingent rentals that may be received under certain leases because amounts are based on usage. Earned contingent rent on equipment leases totaled approximately $0.5 million during the six months ended September 30, 2025, and wasimmaterial during the three months ended September 30, 2025. Contingent rent earned on equipment leases during the three and six months ended September 30, 2024 wasimmaterial. As of September 30, 2025, future minimum undiscounted rental payments to be received under non-cancelable leases areimmaterial.

Office leases

The Company, through its wholly-owned subsidiary, Wolfe Lake, leases offices to third parties with lease terms between 5 and 29 years under operating lease agreements. For the offices currently on lease, there are no options for the lessees to purchase the spaces at the end of the leases. Our contractual obligations for offices currently on lease can include termination and renewal options. We utilize the reasonably certain threshold criteria in determining which options our customers will exercise. The Company depreciates the assets on a straight-line basis over the assets' useful life. During the three and six months ended September 30, 2025 and 2024, depreciation expense relating to office leases wasimmaterial.

For each of the three months ended September 30, 2025 and 2024, the Company recognized rental and other revenues related to operating lease payments of $0.4 million, of which variable lease payments were $0.2 million. For each of the six months ended September 30, 2025 and 2024, the Company recognized rental and other revenues related to operating lease payments of $0.9 million, of which variable lease payments were $0.4 million. Future minimum rental payments to be received do not include variable lease payments that may be received under certain leases because amounts are based on usage. The following table sets forth the undiscounted cash flows for future minimum base rents to be received from customers for office leases in effect as of September 30, 2025:

Year ended March 31,
2026 (excluding the 6 months ended 09/30/2025)$503
2027990
2028849
2029774
2030743
Thereafter1,824
Total$5,683
  1. Lessee Arrangements

The Company has operating leases for the use of real estate, machinery, and office equipment. The majority of our leases have a lease term of 2 to 5 years; however, we have certain leases with longer terms of up to 30 years. Many of our leases include options to extend the lease for an additional period. The lease term for all of the Company’s leases includes the non-cancellable period of the lease, plus any additional periods covered by either a Company option to extend the lease that the Company is reasonably certain to exercise, or an option to extend the lease controlled by the lessor that is considered likely to be exercised.

Payments due under the lease contracts include fixed payments plus, for some of our leases, variable payments. Variable payments are typically operating costs associated with the underlying asset and are recognized when the event, activity, or circumstance in the lease agreement on which those payments are assessed occurs. Our leases do not contain residual value guarantees.

The Company has elected to combine lease and non-lease components as a single component and not to recognize leases on the balance sheet with an initial term of one year or less.

The interest rate implicit in lease contracts is typically not readily determinable, and as such the Company utilizes the incremental borrowing rate to calculate lease liabilities, which is the rate incurred to borrow on a collateralized basis over a similar term an amount equal to the lease payments in a similar economic environment.

The components of lease cost for the three and six months ended September 30, 2025 and 2024 are as follows (in thousands):

Three Months Ended September 30,Six Months Ended September 30,
2025202420252024
Operating lease cost$874$749$1,715$1,418
Short-term lease cost232289571583
Variable lease cost252236499462
Total lease cost$1,358$1,274$2,785$2,463

Amounts reported in the consolidated balance sheets for leases where we are the lessee as of September 30, 2025 and March 31, 2025 were as follows (in thousands):

September 30, 2025March 31, 2025
Operating leases
Operating lease ROU assets$12,269$13,274
Operating lease liabilities$13,216$14,220
Weighted-average remaining lease term
Operating leases10 years, 3 months10 years, 3 months
Weighted-average discount rate
Operating leases5.68%5.67%

During the six months ended September 30, 2025, the Company had ROU assets that were obtained in exchange for new operating lease liabilities in the amount of $0.2 million.

The Company has an operating lease between entities under common control where the useful life of certain leasehold improvements exceeds the related lease term. As of September 30, 2025, the remaining lease term on the operating lease wasfour years, two months and the useful life of leasehold improvements that exceeded the lease term ranged from four years, four months tofour years, eight months. As of September 30, 2025, the unamortized balance of such leasehold improvements was $0.2 million.

Maturities of lease liabilities under non-cancellable leases where we are the lessee as of September 30, 2025 are as follows (in thousands):

Operating Leases
2026 (excluding the six months ended September 30, 2025)$1,632
20273,062
20282,354
20291,748
2030977
Thereafter7,670
Total undiscounted lease payments17,443
Interest(4,227)
Total lease liabilities$13,216
  1. Financing Arrangements

Borrowings of the Company and its subsidiaries are summarized below at September 30, 2025 and March 31, 2025, respectively.

In connection with the acquisition of Royal on May 15, 2025, the Alerus Loan Parties under the Revolving Credit Agreement with Alerus entered into Amendment No. 4 to Credit Agreement and Consent and Term Loan C with Alerus in the amount of $1.1 million. The purpose of the Amendment and Term Note was to provide a term loan to finance the full purchase price of the acquisition, to add Royal as an Alerus Loan Party to the Alerus credit agreement, as amended and to memorialize Alerus’ consent to the Royal acquisition. The new term loan matures May 15, 2030 and bears interest at the greater of 5.00% or the CME one-month term SOFR rate plus 2.25%. Monthly payments on Term Note C commenced June 15, 2025 and are equal to $12.5 thousand plus accrued interest. The term loan is secured by the terms of the Security Agreement dated as of August 29, 2024.

On May 30, 2025, the Company, along with AAM 24-1 (the "Issuer"), entered into new transaction documents withtwo Institutional Investors that replaced the Second Note Purchase Agreement ("Second NPA") transaction documents. Pursuant to the Third Note Purchase Agreement ("Third NPA") with the Institutional Investors, the Issuer agreed to issue and sell a Multiple Advance Senior Secured Note in an aggregate principal amount of up to $100.0 million (the “Multiple Advance Note”). For purposes of clarity and the avoidance of doubt, as of the closing date, the Institutional Investors advanced an additional $10.0 million to the Issuer and have collectively advanced under the Multiple Advance Note to the Issuer the aggregate amount of $40.0 million. Provided no default or event of default of the Issuer exists, and subject to satisfaction of all requirements for any closing as set forth in the Third NPA, the Investors are obligated to advance to the Issuer an additional aggregate $60.0 million in $10.0 million increments, each on or within fifteen days of the following dates:

September 30, 2025$10.0 million
January 30, 2026$10.0 million
May 30, 2026$10.0 million
September 30, 2026$10.0 million
January 30, 2027$10.0 million
May 30, 2027$10.0 million

The Multiple Advance Note bears annual interest at a rate of 8.5% which is computed on the basis of a 30/360-day year and actual days elapsed and is payable semi-annually in arrears, pursuant to the terms of the Multiple Advance Note. The maturity date of the Multiple Advance Note is May 31, 2035. The Multiple Advance Note contains standard and customary events of default including, but not limited to, failure to make payments when due under the Multiple Advance Note, failure to comply with certain covenants contained in the Multiple Advance Note, or bankruptcy or insolvency of, or certain monetary judgments against the Issuer or the Company. The prior notes were cancelled and replaced by the Multiple Advance Note. Funds advanced under the Multiple Advance Note may be reinvested for a period ofsix years from the date of closing.

The Issuer may prepay all or a portion of the outstanding principal and accrued but unpaid interest at any time, provided that (i) if the Issuer prepays all or any portion of the Multiple Advance Note withinone year from the Issue Date, the Issuer is required to pay the Investors a prepayment premium equal to 2.0% of the amount being prepaid, and (ii) if the Issuer prepays all or any portion of the Multiple Advance Note after the first anniversary of the Issue Date but on or prior to the second anniversary of the Issue Date, the Issuer is required to pay the Investors a prepayment premium equal to 1.0% of the amount being prepaid. If the Issuer elects to prepay a portion of the outstanding principal and accrued but unpaid interest, then in no event can such prepayment be for an amount less than $1.0 million.

The various equity interests that were assigned by the Company to the Issuer on or about the closing date of the original financings continue to serve as collateral for the repayment of the Multiple Advance Note as do all of the issued and outstanding capital stock of the Issuer owned by the Company, and the 320,000 Trust Preferred Securities, held by the Issuer.

On September 3, 2025, the Alerus Loan Parties under the Revolving Credit Agreement with Alerus entered into Amendment No. 5 to Credit Agreement, the Amended and Restated Revolving Credit Note, and the Amended and Restated Term Note A.

Pursuant to Amendment No. 5 to Credit Agreement, the Overline Note provisions and note were eliminated.

Pursuant to the Amended and Restated Revolving Credit Note, the revolving credit commitment to make revolving credit loans and to issue letters of credit was increased to an aggregate principal amount not to exceed $20.0 million. The interest rate on the Revolving Credit Note was decreased to the greater of 5.00% or 1-month SOFR plus 1.90%. The maturity date was extended to August 28, 2027. The financial covenants are to be measured semi-annually at December and March of each year and the Alerus Loan Parties are to deliver quarterly financial statements to Alerus.

Pursuant to the Amended and Restated Term Note A, Term Note A was amended and restated by the Alerus Loan Parties in the principal amount of $9.2 million. The maturity date remains August 15, 2029. The Term Note A interest rate was revised to 1-month SOFR plus 2.00%.

The following table provides certain information about the current financing arrangements of the Company and its subsidiaries (other than related party obligations) as of September 30, 2025:

(In Thousands) · September 30,2025 · March 31,2025 · Maturity Date · Interest Rate · Unused commitments as of September 30, 2025 · Type of Debt
Air T Debt
Debt - Air T Funding Trust Preferred Securities1$35,500$35,3426/7/20498.00%Recourse
Total35,50035,342
Alerus Loan Parties Debt
Revolver - Alerus16,6396,0508/28/2027Greater of 5.00% or 1-month SOFR + 1.90%$3,361Recourse
Overline Note - Alerus——10/31/2025Greater of 5.00% or 1-month SOFR + 2.00%—Recourse
Term Note A - Alerus9,0619,8278/15/20291-month SOFR + 2.00%Recourse
Term Note C - Alerus1,000—5/15/2030Greater of 5.00% or 1-month SOFR + 2.25%Recourse
Total26,70015,877
Contrail Debt
Revolver - ONB—3,12711/24/20251-month SOFR + 3.56%25,000Limited recourse2
Term Note J - ONB—8,7509/12/20281-month SOFR + 3.86%Limited recourse2
Total—11,877
Wolfe Lake Debt
Term Loan - Bridgewater8,9219,05912/2/20313.65%Non-recourse
Total8,9219,059
Term Loan - Bridgewater3,5003,5002/8/20274.00%Non-recourse
Term Loan A - ING1,0571,2982/1/20273.50%Non-recourse
Term Loan B - ING1,1741,0825/1/20274.00%Non-recourse
Total5,7315,880
WASI Debt
Promissory Note - Seller's Note1613981/1/20266.00%Non-recourse
Total161398

1 Does not include $13.0 million held by wholly-owned subsidiaries of the Company.

2 Includes Air T's guarantee of approximately $1.6 million.

AAM 24-1 Debt
Promissory Notes - Honeywell40,00030,0005/31/20358.50%Non-recourse
Total40,00030,000
MAC Debt
Term Loan - Bank of America, N.A.2,2142,2712/21/20301-month SOFR + 0.11% + 1.75%Non-recourse
Total2,2142,271
Total Debt119,227110,704
Unamortized Premiums and Debt Issuance Costs(801)(379)
Total Debt, net$118,426$110,325

At September 30, 2025, our contractual financing obligations, including payments due by period, are as follows (in thousands):

Due byAmount
September 30, 2026$3,447
September 30, 202723,257
September 30, 20282,102
September 30, 20295,049
September 30, 20302,488
Thereafter82,884
Unamortized Premiums and Debt Issuance Costs(801)
$118,426

Interest Expense, net- Net interest expense for the Company and its subsidiaries were as follows for the three and six months ended September 30, 2025 and 2024:

Three Months EndedSeptember 30,Six Months EndedSeptember 30,
2025202420252024
Air T$743$979$1,454$1,952
Jet Yard—12—31
Alerus Loan Parties370177741177
Contrail156332465690
AirCo 1—125—251
Wolfe Lake85113170175
Air T Acquisition 22.12583115150
WASI411923
AAM 24-17363101,435633
MAC38—96—
Other95208026
Total$2,252$2,162$4,565$4,108

Cash paid for interest totaled $3.8 million during the six months ended September 30, 2025.

  1. EMPLOYEE AND NON-EMPLOYEE STOCK OPTIONS

Air T, Inc. maintains the 2020 Omnibus Stock and Incentive Plan for the benefit of certain eligible employees and directors. Compensation expense is recognized over the requisite service period for stock options which are expected to vest based on their grant-date fair values. The Company uses either the Black-Scholes option pricing model or Monte Carlo simulations to value stock options the Company grants. The key assumptions for the valuation methodologies include the expected term of the option, stock price volatility, risk-free interest rate and dividend yield. Many of these assumptions are judgmental and highly sensitive in the determination of compensation expense.

On December 29, 2020, the Company’s Board of Directors unanimously approved the Omnibus Stock and Incentive Plan (the "Plan"), which was subsequently approved by the Company's stockholders at the August 18, 2021 Annual Meeting of Stockholders. The total number of shares authorized under the Plan is 420,000. Through September 30, 2025, options to purchase up to 399,300 shares have been granted under the Plan. Of the shares granted on the Plan,349,800 vest annually over a period often years based on a specified service condition ("vested awards") and expireten years after vesting. However, the ability to exercise vested awards, occurring at the conclusion of each annual vesting period, is contingent upon the Company's stock price meeting predetermined milestones outlined in the options agreements (the "market condition"). If the market condition is not fulfilled at the annual vesting period on June 30 of every year, the vested awards may not be exercisable at any subsequent point. On the preceding four vesting dates, June 30, 2025, 2024, 2023 and 2022, a total of 129,050 shares satisfied the service condition; however, they did not meet the market condition to become exercisable. For the three and six months ended September 30, 2025, no unvested shares were forfeited due to employee departures. As of September 30, 2025, there were 195,250 granted options that may become exercisable on future vesting dates under the Plan. No options were exercisable as of September 30, 2025.

On August 5, 2025, Air T granted 49,500 options under the Plan with a different vesting schedule. Beginning August 6, 2026 and each anniversary date thereafter through August 6, 2035,10% of the granted options will vest. For all the options granted, half will have a strike price of $30 and the other half will have a strike price of $50. Should an employee quit or services cease being provided, any options that have not vested will be forfeited. Options that vest each August 6 will be exercisable for a period often years after they become vested, meaning vested options that were not exercised will expire from August 6, 2036 through August 6, 2045. Management valued the granted options using the Monte Carlo Simulation method, noting the fair value on August 5, 2025 was $0.8 million. Expenses are recognized based on a straight-line basis.

For the three and six months ended September 30, 2025, total compensation cost recognized under the Plan was $41.0 thousand and $81.0 thousand.

  1. Shares Repurchased

On May 14, 2014, the Company announced that its Board of Directors had authorized a program to repurchase up to 750,000 (retrospectively adjusted to 1,125,000 after the stock split on June 10, 2019) shares of the Company’s common stock from time to time on the open market or in privately negotiated transactions, in compliance with SEC Rule 10b-18, over an indefinite period. No shares were repurchased by the Company during the six months ended September 30, 2025. As of September 30, 2025,752,228 shares may be repurchased pursuant to this program.

  1. Geographical Information

Total tangible long-lived assets, which include property and equipment as well as assets on lease, net of accumulated depreciation, located in the United States, the Company's country of domicile, and held outside the United States, are summarized in the following table as of September 30, 2025 and March 31, 2025 (in thousands):

September 30, 2025March 31, 2025
United States$19,807$20,422
Foreign9014,525
Total tangible long-lived assets, net$19,897$34,947

The net book value of tangible long-lived assets located within each individual foreign country at September 30, 2025 and March 31, 2025 is listed below (in thousands):

September 30, 2025March 31, 2025
Bulgaria$—$14,435
Other9090
Total tangible long-lived assets, net$90$14,525

Total revenue, in and outside the United States, is summarized in the following table for the three and six months ended September 30, 2025 and September 30, 2024 (in thousands):

Three Months EndedSeptember 30,Six Months EndedSeptember 30,
2025202420252024
Operating Revenues:
Overnight Air Cargo
United States$28,455$31,137$57,701$60,680
Foreign1,469502,812890
Total Overnight Air Cargo29,92431,18760,51361,570
Commercial Aircraft, Engines and Parts
United States11,26322,69524,76541,155
Foreign9,61710,23118,07518,021
Total Commercial Aircraft, Engines and Parts20,88032,92642,84059,176
Ground Support Equipment
United States8,96213,87223,65519,671
Foreign6755821,0522,138
Total Ground Support Equipment9,63714,45424,70721,809
Digital Solutions
United States464553955855
Foreign1,7451,2833,3502,660
Total Digital Solutions2,2091,8364,3053,515
Corporate and Other
United States1,3387302,4741,551
Foreign16210918133
Total Corporate and Other1,5008392,6551,584
Total revenue$64,150$81,242$135,020$147,654
  1. Segment Information

Air T's portfolio of businesses are managed on a highly decentralized basis. These businesses are aggregated into operating segments in a manner that reflects how Air T views the business activities. The Company's chief operating decision maker is the Chief Executive Officer. The Chief Executive Officer is ultimately responsible for significant capital allocation decisions and evaluating operating performance. In assessing performance for the Company's businesses, the chief operating decision maker ("CODM") reviews operating income and Adjusted EBITDA. Certain operating segments are aggregated into reportable segments.

Effective as of the fourth quarter of fiscal year 2025, the Company renamed the ground equipment sales segment to ground support equipment and renamed the commercial jet engines and parts segment to commercial aircraft, engines and parts to better align the descriptions of the segments with their activities.

Additionally, the Company elected to separately disclose the digital solutions segment, as of the fourth quarter of fiscal year 2025, to align presentation in the financial statements with a key anticipated long-term growth area for the Company. Digital solutions was previously classified as part of insignificant business activities. As a result of this change, prior period segment information has been recast to conform to our current presentation in our financial statements.

The Company'sfour business segments are as follows:

Reportable SegmentPrincipal Business Activities
Overnight Air CargoOvernight Air Cargo primarily operates under its relationship with FedEx spanning over 40 years and represent two of eight companies in the U.S. that have North American feeder airlines under contract with FedEx. MAC and CSA operate and maintain Cessna Caravan, Sky Courier, ATR-42 and ATR-72 aircraft that fly daily small-package cargo routes throughout the eastern United States and upper Midwest, and in the Caribbean.
Commercial Aircraft, Engines and Parts (formerly known as Commercial Jet Engines and Parts)The Commercial Aircraft, Engines and Parts segment manages and leases aviation assets; supplies surplus and aftermarket commercial jet engine components; provides commercial aircraft disassembly/part-out services; commercial aircraft parts sales; procurement services and overhaul and repair services to airlines.
Ground Support Equipment (formerly known as Ground Support Sales)Ground Support Equipment manufactures and provides mobile deicers and other specialized equipment products to passenger and cargo airlines, airports, the military and industrial customers.
Digital SolutionsDigital Solutions develops and provides digital aviation and other business services to customers within the aviation industry to generate recurring subscription revenues. Until the fourth quarter of the fiscal year 2025, Digital Solutions had been reported as part of the central corporate function referred to as Corporate and Other.

The information that follows shows data of Air T's reportable segments reconciled to amounts reflected in our Consolidated Financial Statements. Intersegment eliminations are included to reconcile segment totals to consolidated amounts.

The cost and expense information presented below is based on the information regularly provided to the CODM. Further, asset information is not included in the information regularly provided to the CODM as it is not a key determining factor in the performance of the Company's reportable segments.

The Company also has a "Corporate and Other" category which includes unallocated Air T holding company costs that are not directly attributable to the ongoing operating activities of our reportable segments in addition to revenues and expenses for non-reportable operating segments.

Segment data is summarized in the following tables (in thousands):

Three Months Ended September 30, 2025
Overnight Air Cargo · Commercial Aircraft, Engines and Parts · Ground Support Equipment · Digital Solutions · Total
Revenue from external customers$29,924$20,880$9,637$2,209$62,650
Intersegment revenue1,152583——1,735
31,07621,4639,6372,20964,385
Reconciliation of revenue
Other revenue11,544
Elimination of intersegment revenue2(1,779)
Total consolidated revenue$64,150
Cost of sales:
Cost of sales from external sources24,92214,4276,539762
Intersegment operating expense1,152517——
26,07414,9446,539762
General and administrative3,2506,7421,4451,51212,949
Gain from sale of aircraft—(7,034)——(7,034)
Other segment items41373434213418
Segment profit (loss)1,6156,7771,619(278)9,733
Reconciliation of profit (loss)
Other revenue11,544
Other cost of sales1(364)
Other expenses1(1,276)
Interest expense(2,252)
Income from equity method investments4,179
Other non-operating expense(201)
Other corporate expenses5(4,271)
Elimination of intersegment profits142
Income before income taxes$7,234

1 Revenue, cost of sales, and expenses from segments below the quantitative thresholds or that do not constitute a business segment are attributable to an investment advisory business, a laser printer manufacturer, and a commercial property owned by the Company.

2 Elimination of intersegment revenue includes eliminations related to Other revenue in the tables above totaling $44.0 thousand for the three months ended September 30, 2025. After eliminations, Other revenue from third parties is $1.5 million for the three months ended September 30, 2025.

3 The significant expense categories and amounts align with the segment-level information that is regularly provided to the chief operating decision maker. Intersegment expenses are included within the amounts shown.

5 Other corporate expenses consist of unallocated expenses that are related to the activities of Corporate and other in support of the overall business. Unallocated expenses include, but are not limited to: shared services that are not allocated, costs associated with the corporate headquarters and, expenses related to identifying and pursuing new corporate business initiatives.

Three Months Ended September 30, 2024
Overnight Air Cargo · Commercial Aircraft, Engines and Parts · Ground Support Equipment · Digital Solutions · Total
Revenue from external customers$31,187$32,926$14,454$1,836$80,403
Intersegment revenue14484——498
31,20133,41014,4541,83680,901
Reconciliation of revenue
Other revenue1882
Elimination of intersegment revenue2(541)
Total consolidated revenue$81,242
Cost of sales:
Cost of sales from external sources26,32622,58212,395682
Intersegment operating expense20540——
26,34623,12212,395682
General and administrative2,9426,4461,5461,16312,097
Other segment items4112648952021,057
Segment profit (loss)1,8013,194418(211)5,202
Reconciliation of profit (loss)
Other revenue1882
Other cost of sales1(207)
Other expenses1(1,110)
Interest expense(2,162)
Income from equity method investments2,346
Other non-operating expense(505)
Other corporate expenses5(1,391)
Elimination of intersegment profits244
Income before income taxes$3,299

1 Revenue, cost of sales, and expenses from segments below the quantitative thresholds or that do not constitute a business segment are attributable to an investment advisory business, a laser printer manufacturer, and a commercial property owned by the Company.

2 Elimination of intersegment revenue includes eliminations related to Other revenue in the tables above totaling $43.0 thousand for the three months ended September 30, 2024. After eliminations, Other revenue from third parties is $0.8 million for the three months ended September 30, 2024.

3 The significant expense categories and amounts align with the segment-level information that is regularly provided to the chief operating decision maker. Intersegment expenses are included within the amounts shown.

5 Other corporate expenses consist of unallocated expenses that are related to the activities of Corporate and other in support of the overall business. Unallocated expenses include, but are not limited to: shared services that are not allocated, costs associated with the corporate headquarters and, expenses related to identifying and pursuing new corporate business initiatives.

Six Months Ended September 30, 2025
Overnight Air Cargo · Commercial Aircraft, Engines and Parts · Ground Support Equipment · Digital Solutions · Total
Revenue from external customers$60,513$42,840$24,707$4,305$132,365
Intersegment revenue2,0141,051——3,065
62,52743,89124,7074,305135,430
Reconciliation of revenue
Other revenue12,743
Elimination of intersegment revenue2(3,153)
Total consolidated revenue$135,020
Cost of sales:
Cost of sales from external sources50,82129,08418,8421,598
Intersegment operating expense2,014953——
52,83530,03718,8421,598
General and administrative6,33612,8652,8382,81424,853
Gain on sale of aircraft—(7,034)——(7,034)
Other segment items4275389704201,154
Segment profit (loss)3,0817,6342,957(527)13,145
Reconciliation of profit (loss)
Other revenue12,743
Other cost of sales1(780)
Other expenses1(2,394)
Interest expense(4,565)
Income from equity method investments4,160
Other non-operating income478
Other corporate expenses5(6,646)
Elimination of intersegment profits286
Income before income taxes$6,427

1 Revenue, cost of sales, and expenses from segments below the quantitative thresholds or that do not constitute a business segment are attributable to an investment advisory business, a laser printer manufacturer, and a commercial property owned by the Company.

2 Elimination of intersegment revenue includes eliminations related to Other revenue in the tables above totaling $88.0 thousand for the six months ended September 30, 2025. After eliminations, Other revenue from third parties is $2.7 million for the six months ended September 30, 2025.

3 The significant expense categories and amounts align with the segment-level information that is regularly provided to the chief operating decision maker. Intersegment expenses are included within the amounts shown.

5 Other corporate expenses consist of unallocated expenses that are related to the activities of Corporate and other in support of the overall business. Unallocated expenses include, but are not limited to: shared services that are not allocated, costs associated with the corporate headquarters and, expenses related to identifying and pursuing new corporate business initiatives.

Six Months Ended September 30, 2024
Overnight Air Cargo · Commercial Aircraft, Engines and Parts · Ground Support Equipment · Digital Solutions · Total
Revenue from external customers$61,570$59,176$21,809$3,515$146,070
Intersegment revenue14848——862
61,58460,02421,8093,515146,932
Reconciliation of revenue
Other revenue11,671
Elimination of intersegment revenue2(949)
Total consolidated revenue$147,654
Cost of sales:
Cost of sales from external sources52,03641,49318,9291,238
Intersegment operating expense28829——
52,06442,32218,9291,238
General and administrative5,68012,4133,0472,55123,691
Other segment items42108191904001,619
Segment profit (loss)3,6304,470(357)(674)7,069
Reconciliation of profit (loss)
Other revenue11,671
Other cost of sales1(491)
Other expenses1(2,016)
Interest expense(4,108)
Income from equity method investments4,269
Other non-operating income179
Other corporate expenses5(3,507)
Elimination of intersegment profits336
Income before income taxes$3,402

1 Revenue, cost of sales, and expenses from segments below the quantitative thresholds or that do not constitute a business segment are attributable to an investment advisory business, a laser printer manufacturer, and a commercial property owned by the Company.

2 Elimination of intersegment revenue includes eliminations related to Other revenue in the tables above totaling $87.0 thousand for the six months ended September 30, 2024. After eliminations, Other revenue from third parties is $1.6 million for the six months ended September 30, 2024.

3 The significant expense categories and amounts align with the segment-level information that is regularly provided to the chief operating decision maker. Intersegment expenses are included within the amounts shown.

5 Other corporate expenses consist of unallocated expenses that are related to the activities of Corporate and other in support of the overall business. Unallocated expenses include, but are not limited to: shared services that are not allocated, costs associated with the corporate headquarters and, expenses related to identifying and pursuing new corporate business initiatives.

Three Months Ended September 30, 2025
Overnight Air CargoCommercial Aircraft, Engines and PartsGround Support EquipmentDigital SolutionsTotal Reportable segmentsCorporate and OtherTotal
Depreciation and amortization13729834213682145827
Capital Expenditures814715—14333176
Three Months Ended September 30, 2024
Overnight Air CargoCommercial Aircraft, Engines and PartsGround Support EquipmentDigital SolutionsTotal Reportable segmentsCorporate and OtherTotal
Depreciation and amortization11236895202777172949
Capital Expenditures7014,612158—14,840—14,840
Six Months Ended September 30, 2025
Overnight Air CargoCommercial Aircraft, Engines and PartsGround Support EquipmentDigital SolutionsTotal Reportable segmentsCorporate and OtherTotal
Depreciation and amortization2751,055704201,8202912,111
Capital Expenditures14621315—37433407
Six Months Ended September 30, 2024
Overnight Air CargoCommercial Aircraft, Engines and PartsGround Support EquipmentDigital SolutionsTotal Reportable segmentsCorporate and OtherTotal
Depreciation and amortization2105581904001,3583511,709
Capital Expenditures26114,674212—15,1473215,179
Reconciliation of operating income (loss) and elimination of intersegment loss was as follows:
Three Months Ended September 30, 2025
(in thousands)Overnight Air CargoCommercial Aircraft, Engines and PartsGround Support EquipmentDigital SolutionsReportable Segment TotalCorporate and OtherEliminationsTotal
Operating income (loss) from external sources$1,615$6,838$1,619$(278)$9,794$(4,286)$—$5,508
Intersegment operating (loss) income—(61)——(61)(81)142—
Operating income (loss)1,6156,7771,619(278)9,733(4,367)1425,508
Three Months Ended September 30, 2024
Overnight Air CargoCommercial Aircraft, Engines and PartsGround Support EquipmentDigital SolutionsReportable Segment TotalCorporate and OtherEliminationsTotal
Operating income (loss) from external sources$1,808$3,372$418$(211)$5,387$(1,767)$—$3,620
Intersegment operating (loss) income(7)(178)——(185)(59)244—
Operating income (loss)1,8013,194418(211)5,202(1,826)2443,620
Six Months Ended September 30, 2025
(in thousands)Overnight Air CargoCommercial Aircraft, Engines and PartsGround Support EquipmentDigital SolutionsReportable Segment TotalCorporate and OtherEliminationsTotal
Operating income (loss) from external sources$3,081$7,790$2,957$(527)$13,301$(6,947)$—$6,354
Intersegment operating (loss) income—(156)——(156)(130)286—
Operating income (loss)3,0817,6342,957(527)13,145(7,077)2866,354
Six Months Ended September 30, 2024
Overnight Air CargoCommercial Aircraft, Engines and PartsGround Support EquipmentDigital SolutionsReportable Segment TotalCorporate and OtherEliminationsTotal
Operating income (loss) from external sources$3,644$4,696$(357)$(674)$7,309$(4,247)$—$3,062
Intersegment operating (loss) income(14)(226)——(240)(96)336—
Operating income (loss)3,6304,470(357)(674)7,069(4,343)3363,062
  1. Commitments and Contingencies

Put/Call Options and Earnout

Contrail entered into an Operating Agreement (the “Contrail Operating Agreement”) in connection with the acquisition of Contrail providing for the governance of and the terms of membership interests in Contrail and including put and call options with the Seller to require Contrail to purchase all of the Seller’s equity membership interests in Contrail, such options commencing on the fifth anniversary of the acquisition, which occurred on July 18, 2021. On May 30, 2024, Contrail entered into a Membership Interest Redemption and Earnout Agreement (the "Redemption Agreement") with the Seller. Pursuant to the Redemption Agreement, Contrail agreed to purchase and redeem from the Seller,16% of its 21% interest in Contrail, with the earnout period being retroactive to April 1, 2024. The purchase price for the redeemed interest is $4.6 million in the form of a secured, subordinated promissory note, plus an earnout amount valued at $1.1 million. Under the Redemption Agreement, the Seller is entitled to an annual earnout payment equal to 9.14% of Contrail's adjusted EBITDA over $7.0 million in each fiscal year beginning on March 31, 2025 and continuing through March 31, 2029. Pursuant to the Redemption Agreement, Contrail is required to calculate the earnout payments annually within 30 days following the completion of the annual audits of the Company and Contrail and payment of any amount due is required following satisfaction of a procedure to address any objections to the calculated amount. The earnout pursuant to the Redemption Agreement is a Level 3 fair value measurement that is valued at $0.4 million as of September 30, 2025. For the three and six months ended September 30, 2025, a gain has been recorded due to an increase in fair value of $0.3 million and $0.7 million, respectively.

In connection with the Redemption Agreement, the parties agreed to certain technical amendments to the First Amended and Restated Operating Agreement of Contrail and entered into a new Put and Call Agreement with respect to the remaining 5% interest in Contrail held by the Seller. Pursuant to the new Put and Call Agreement, commencing April 1, 2026 and at any time thereafter, either Contrail or the Seller has the option to elect by written notice to purchase or sell all of the remaining 5% interest in Contrail held by the Seller. The purchase price for the 5% interest is equal to 5% of the Contrail Equity Value, which is defined as an amount equal tonine times the average Adjusted EBITDA of Contrail's most recent three completed fiscal years at the time an option notice is delivered. The purchase price for the 5% interest is to be paid in equal quarterly installments over athree-year period, together with interest at the then currentten-year Treasury bond yield plus 2.5% adjusted annually. The Company has presented this redeemable non-controlling interest in Contrail ("Contrail RNCI") between the liabilities and equity sections of the accompanying condensed consolidated balance sheets. In addition, the Company has elected to recognize changes in the redemption value immediately as they occur and adjust the carrying amount of the instrument to equal the greater of fair value on the date of the agreement, adjusted for allocable income and loss, or the redemption value at the end of each reporting period.

In February 2022, in connection with the Company's acquisition of GdW, a consolidated subsidiary of Shanwick, the Company entered into a shareholder agreement with the 30.0% non-controlling interest owners of Shanwick, providing for the governance of and the terms of membership interests in Shanwick. The shareholder agreement includes the Shanwick Put/Call Option with regard to the 30.0% non-controlling interest. The non-controlling interest holders are the executive management of the underlying business. The Shanwick Put/Call Option grants the Company an option to purchase the 30.0% interest at the call option price that equals the average EBIT over the three Financial Years prior to the exercise of the Call Option multiplied byeight. In addition, the Shanwick Put/Call Option also grants the non-controlling interest owners an option to require the Company to purchase from them their respective ownership interests at the Put Option price, that is equal to the average EBIT over the three Financial Years prior to the exercise of the Put Option multiplied by seven and one-half. The Call Option and the Put Option may be exercised at any time from the fifth anniversary of the shareholder agreement and then only at the end of each fiscal year of Air T ("Shanwick RNCI").

The Company has presented the Shanwick RNCI between the liabilities and equity sections of the accompanying condensed consolidated balance sheets. In addition, the Company has elected to recognize changes in the redemption value immediately as they occur and adjust the carrying amount of the instrument to equal the estimated redemption value at the end of each reporting period. As the Shanwick RNCI will be redeemed at established multiples of EBIT, it is considered redeemable at other than fair value. Changes in its estimated redemption value are recorded on our consolidated statements of operations within non-controlling interests.

The Shanwick RNCI and Contrail RNCI are measured at the higher of their carrying value or their redemption value. As of September 30, 2025, the balances were comprised of the following (in thousands):

Shanwick RNCIContrail RNCITotal
Beginning Balance as of April 1, 2025$5,176$1,878$7,054
Distribution to non-controlling members—(377)(377)
Net income attributable to non-controlling interests258392650
Other comprehensive income attributable to the RNCI254—254
Redemption value adjustments(70)709639
Ending Balance as of September 30, 2025$5,618$2,602$8,220

Crestone Asset Management, LLC and CJVII, LLC

For CAM's Investment Function, as described in Note 9, CAM's initial commitment to CJVII was approximately $51.0 million. The Company and MRC have commitments to CAM in the respective amounts of $7.0 million and $44.0 million. These represent the investor interests of CAM, separate and distinct from the common interests. Any investment returns on CAM’s investor interests are shared pro-rata between the Company and MRC for each individual investment at the CJVII Series. Per its Operating Agreement, CAM is comprised of only two Series: the Onshore and the Offshore Series. Participation in each is determined solely based on whether a potential investment at the CJVII Series is a domestic (Onshore) or international (Offshore) investment. As of September 30, 2025, for its Investment Function, the Company has contributed $19.6 million to CAM’s Offshore Series and $1.0 million to CAM’s Onshore Series. The Company fulfilled its Investment Function initial commitment to CAM in fiscal year 2023.

In connection with the formation of CAM, MRC has a fixed price put option of $1.0 million to sell its common equity in CAM to the Company at each of the first three (3) anniversary dates. At the later of (a) five (5) years after execution of the agreement and (b) distributions to MRC per the waterfall equal to their capital contributions, Air T has a call option and MRC has a put option on the MRC common interests in CAM ("secondary put and call option"). If either party exercises the option, the exercise price will be fair market value if Air T pays in cash at closing or 112.5% of fair market value if Air T opts to pay in three (3) equal annual installments after exercise. With respect to the secondary put and call option, as it is priced at fair value, the Company determined that there is no potential loss or gain upon exercise that would need to be recognized.

  1. Guarantees

Nonfinancial Guarantees

From time to time, we may issue guarantees or indemnifications to third parties assuring performance of lease agreements pertaining to aircraft assets owned by certain CJVII Series ("nonfinancial guarantees"). Air T's performance under these guarantees would be triggered by failure of the series to perform in accordance with the terms stated in the lease agreements.

Nonfinancial guarantees and indemnifications are recorded at fair value at their inception. We regularly review our performance risk under these arrangements, and in the event it becomes probable that we will be required to perform under a guarantee or indemnity, the amount of probable payment will be recorded.

The maximum potential payments for nonfinancial guarantees were $4.6 million and $4.4 million at September 30, 2025 and March 31, 2025, respectively. There wereno liabilities recorded related to the nonfinancial guarantees at both September 30, 2025 and March 31, 2025.

  1. Subsequent Events

On October 21, 2025, the Company and a wholly-owned, indirect subsidiary of the Company delivered a Sale and Implementation Deed with the Court-Appointed Administrators of Regional Express Holdings Limited (Rex). If creditor, court and other approvals are received, the Company then expects to close the proposed transaction by calendar year end.

The proposed transaction provides for the Company's indirect subsidiary to acquire all of the outstanding capital stock of Rex, which operates the leading regional airline in Australia.

ContentsView on SEC.gov

The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.