AIR T INC 8-K

What Happened

• AIR T, Inc., through its affiliate Crestone Air Partners LLC (the “Purchaser” or “Crestone”), entered into and closed a Share Purchase Agreement to acquire all outstanding shares of Arena Aviation Partners B.V. (“Arena”). The Company paid aggregate consideration in excess of $35 million at closing, subject to customary post-closing adjustments. Certain holders of depositary receipts may be eligible for contingent cash payments tied to collections under specified servicing agreements. The filing was made on March 9, 2026, and includes a press release dated March 8, 2026.

Key Details

• Purchaser: Crestone Air Partners LLC (affiliate of AIR T, Inc.).
• Seller: Arena Aviation Partners B.V.; Securityholders’ Agent: Dirk Jan Smit.
• Consideration: Aggregate cash paid in excess of $35 million, subject to post-closing adjustments (including indebtedness and transaction expenses).
• Contingent payments: Certain depositary receipt holders may receive additional cash based on specified servicing collections.
• Strategic activity: AIR T and Crestone are evaluating a potential strategic transaction that could include selling a minority equity interest in Crestone; discussions are preliminary with no agreements executed.
• Exhibit: Press release attached as Exhibit 99.1.

Why It Matters

• The acquisition expands AIR T’s aviation-related holdings through Crestone and required a meaningful cash outlay (over $35M) that could affect the company’s capital deployment and financial position.
• The possible sale of a minority interest in Crestone, while preliminary, could provide AIR T with a way to monetize part of the business or bring in a partner; however, no agreement has been reached and there is no certainty the transaction will occur.
• The company cautions that the filing contains forward-looking statements about these plans and that actual outcomes could differ.