Air T INC 8-K Filing

Ticker: AIRTP · Form: 8-K · Filed: Dec 1, 2025 · CIK: 353184

Sentiment: neutral

Filing Stats: 1,320 words · 5 min read · ~4 pages · Grade level 10.9 · Accepted 2025-12-01 16:47:32

Key Financial Figures

Filing Documents

01 Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement Alerus Financial Financings On November 24, 2025, Air T Acquisition 22.1, LLC ("22.1") and Contrail Aviation Services, LLC and Contrail Aviation Leasing, LLC (collectively "Contrail") completed financings with Alerus Financial, National Association ("Alerus"). (a) 22.1 Term Loan On November 24, 2025, 22.1 entered into a $6,000,000 term loan with Alerus. The loan proceeds were used to repay amounts due on the $3,500,000 term loan from Bridgewater Bank. The new term loan is due on or before November 24, 2032 and has an interest rate of the greater of 5.0% or 1.90% plus the CME one-month term SOFR rate. Interest on the outstanding principal amount of the loan is due on the 15th day of each month and annual principal payments of $857,142.86 are due on September 30th of each year, commencing September 2026. The loan may be prepaid at any time without penalty. The loan is secured by all the assets and membership interests of 22.1 and 200,000 shares of Air T Funding Trust Preferred Securities (Alpha Income Preferred Securities or 8% Cumulative Capital Securities) owned by 22.1, as well as an investment account of Air T, Inc. The loan was made pursuant to a loan agreement between 22.1 and Alerus dated November 24, 2025 that defines the transactions between the parties. Events of default of the loan are enumerated in the loan agreement, including, among other events, the failure to pay an amount due timely or a change of control transaction. The loan covenants include: (i) affirmative covenants such as notice, reporting and financial statement delivery requirements, inspection rights, compliance with environmental laws, performance of contracts and a liquidity requirement not less than $400,000; and, (ii) negative covenants such as a limitation on debt and liens, merger or change of control and limitations on investments, dispositions, sales/leasebacks, restricted payments, prepayments or amendments of debt and t

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits 10.1 Term Note dated November 24, 2025 from Air T Acquisition 22.1, LLC to Alerus Financial, National Association in the principal amount of $6,000,000. 10.2 Loan Agreement dated November 24, 2025 between Air T Acquisition 22.1, LLC to Alerus Financial, National Association. 10.3 TPS Security Agreement dated November 24, 2025 made by Air T Acquisition 22.1, LLC in favor of Alerus Financial, National Association. 10.4 Security Agreement dated November 24, 2025 made by Air T Acquisition 22.1, LLC in favor of Alerus Financial, National Association. 10.5 Air T Investment Account Amended and Restated Pledge Agreement dated November 24, 2025 made by Air T, Inc. in favor of Alerus Financial, National Association. 10.6 Membership Interest Pledge Agreement dated November 24, 2025 made by Air T, Inc. in favor of Alerus Financial, National Association. 10.7 Master Loan Agreement dated November 24, 2025 between and among Contrail Aviation Support, LLC, Contrail Aviation Leasing, LLC and Alerus Financial, National Association. 10.8 Supplement No. 1 to Master Loan Agreement dated November 24, 2025 between and among Contrail Aviation Support, LLC, Contrail Aviation Leasing, LLC and Alerus Financial, National Association. 10.9 Promissory Note Revolving Note dated November 24, 2025 of Contrail Aviation Support, LLC and Contrail Aviation Leasing, LLC to Alerus Financial, National Association in the principal amount of $15,000,000. 10.10 Commercial Security Agreement dated November 24, 2025 of Contrail Aviation Support, LLC and Contrail Aviation Leasing, LLC to Alerus Financial, National Association. 10.11 Continuing Guaranty dated November 24, 2025 by Air T, Inc. in favor of Alerus Financial, National Association.

SIGNATURES

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: December 1, 2025 AIR T, INC. By: /s/ Tracy Kennedy Tracy Kennedy, Chief Financial Officer

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