Air T INC 8-K Filing

Ticker: AIRTP · Form: 8-K · Filed: Dec 18, 2025 · CIK: 353184

Sentiment: neutral

Filing Stats: 3,109 words · 12 min read · ~10 pages · Grade level 10.9 · Accepted 2025-12-18 16:43:49

Key Financial Figures

Filing Documents

01 Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement Air T Completes Regional Express Holdings Limited Acquisition and Related Financings On December 17, 2025, Air T, Inc. (the "Company") completed the acquisition of all the outstanding capital stock of Regional Express Holdings Limited ("Rex Express"), a leading Australian regional airline, in consideration for $1.00 and the assumption of Rex Express's liabilities which were approximately A$108,000,000 on the date of closing. On December 15, 2025, the Company and its wholly-owned subsidiary Air T Acquisition 25.1, LLC, a Minnesota limited liability company ("Acquisition 25.1") completed a US$40,000,000 financing, which funds were used in part to help finance Rex Express. The acquisition was completed by the Company, Acquisition 25.1 and Air T Rex Acquisition, Inc., a Delaware corporation ("Rex Acquisition"), a wholly-owned subsidiary of Acquisition 25.1. Rex Express is the parent entity for seven (7) operating entities: Rex Investment Holdings Pty Ltd, Regional Express Pty Ltd., Air Partners Pty Ltd., AAPA Victoria Pty Ltd, Australian Airline Pilot Academy Pty Ltd, Rex Flyer Pty Ltd., and Australian Aero Propeller Maintenance Pty Ltd. (collectively herein, the "Rex Companies"). Investor Financing On December 15, 2025, the Company and Acquisition 25.1, entered into a Note Purchase Agreement (the "Agreement") with Honeywell Common Investment Fund and Honeywell International Inc. Master Retirement Fund (together the "Investors"). Pursuant to the Agreement, Acquisition 25.1 issued to the Investors a 11.5% Senior Secured Note due December 15, 2031 in the aggregate principal amount of US$40,000,000 (the "Investor Note"). The loan proceeds were made immediately available to Acquisition 25.1's wholly-owned subsidiary Air T Lending 25.1, LLC, a Minnesota limited liability company ("Lending 25.1") and used to provide financing to Rex Express pursuant to the Syndicated Loan Note Subscription Agreement – Project Mustang

01 Completion of Acquisition or Disposition of Assets

Item 2.01 Completion of Acquisition or Disposition of Assets. On December 17, 2025, the Company, through Rex Acquisition, completed the acquisition of all of the outstanding capital stock of Regional Express Holdings Limited ("Rex Express") for cash consideration of $1.00 and the assumption of Rex Express's liabilities. The Rex Express corporate group includes the Rex Companies. The acquisition was approved by order of the Federal Court of Australia, New South Wales Registry, dated December 11, 2025. The financing arrangements described under Item 1.01 of this Current Report on Form 8K were entered into in connection with the acquisition and the ongoing operations and restructuring of the Rex Express business in Australia. The total amount paid by the Air T parties for the equity of Rex was $1.00 and assumption of approximately A$108,000,000 in liabilities. The description of the acquisition in this Item 2.01 is qualified in its entirety by reference to the information contained in Items 1.01 of this Current Report on Form 8-K and the agreements filed as exhibits to this Current Report on Form 8K, which are incorporated herein by reference. Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. To the extent required by Item 2.03 of Form 8-K, the information contained in Items 1.01 and 2.01 of this Current Report on Form 8-K is incorporated by reference into this Item 2.03.

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits a. Financial Statements of Businesses or Funds Acquired The required financial statements of the Rex Companies will be filed by amendment to this Current Report on Form 8-K not later than March 2, 2026 (which is 75 calendar days after the date that the Rex Express acquisition was completed – December 17, 2025). b. Pro Forma Financial Statements The require pro forma financial statements will be filed by amendment to this Current Report on Form 8-K not later than March 2, 2026 (which is 75 calendar days after the date that the Rex Express acquisition was completed – December 17, 2025). c. Not applicable d. Exhibits 99.1 Press Release issued by Air T, Inc. dated December 17, 2025 announcing the closing of the Rex Express acquisition. 10.1 Form of Note Purchase Agreement among Air T Acquisition 25.1, LLC, Air T, Inc. and Honeywell Common Investment Fund and Honeywell International Inc. Master Retirement Fund dated December 15, 2025. 10.2 Form of Senior Secured Note of Air T Acquisition 25.1, LLC to Honeywell Common Investment Fund and Honeywell International Inc. Master Retirement Fund dated December 15, 2025. 10.3 Form of Pledge Agreement of Air T, Inc., in favor of Honeywell Common Investment Fund and Honeywell International Inc. Master Retirement Fund dated December 15, 2025. 10.4 Form of Parent Guaranty of Air T, Inc. dated December 15, 2025. 10.5 Form of Contingent Payment Agreement by and among Air T, Inc., Air T Acquisition 25.1, LLC, Air T Rex Acquisition, Inc. and Honeywell Common Investment Fund and Honeywell International Inc. Master Retirement Fund dated December 15, 2025. 10.6 Order dated December 11, 2025 of the Federal Court of Australia, New South Wales Registry, Division: General – In the Matter of: The Joint and Several Deed Administrators of each of the Regional Express Holdings Ltd (Subject to Deed of Company Arrangement) (ACN 099 547 270) and others named in the schedule, approving

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 18, 2025 AIR T, INC. By: /s/ Tracy Kennedy Tracy Kennedy, Chief Financial Officer

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