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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

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FORM 8-K

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CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of report (Date of earliest event reported): ~~February~~March 278, 2026

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AIR T, INC.

(Exact Name of Registrant as Specified in Charter)

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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) (“AIP”)	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.

Item 51.0201 ~~Compensatory~~Entry ~~Arrangements~~into ofa ~~Certain~~Material ~~Officers~~Definitive Agreement

~~Effective~~On ~~February~~March 278, 2026, Air T, Inc. (the “Company”), ~~and~~through ~~Tracy~~Crestone ~~Kennedy~~Air ~~entered~~Partners ~~into~~LLC ~~a new employment agreement. Pursuant to~~ (the ~~new~~“Purchaser” ~~employment~~or ~~agreement~~“Crestone”), ~~Kennedy~~entered ~~will~~into ~~remain~~a ~~the~~Share ~~Company’s~~Purchase ~~Chief~~Agreement ~~Financial~~(the ~~Officer and~~“Purchase ~~she~~Agreement”) ~~will~~with beArena ~~paid~~Aviation aPartners ~~base~~B.V. ~~salary of $331~~(“Arena”),~~000~~ ~~per year with~~ the ~~base~~sellers ~~salary~~party tothereto ~~increase to $360~~(collectively,~~000~~ ~~per~~the ~~year effective January 1~~“Sellers”), ~~2027~~ and toDirk ~~$397,000~~Jan ~~per year effective January 1~~Smit, ~~2028,~~as ~~payable~~Securityholders’ ~~in accordance with standard pay practices of the Company~~Agent, ~~less~~pursuant ~~any~~to ~~applicable~~which ~~withholdings~~Purchaser oragreed ~~deductions. In addition, Kennedy will be eligible~~ to ~~receive~~acquire ~~quarterly~~all ~~incentive compensation with the calculation~~ of ~~each quarterly award based on a 1-5 rating for Kennedy’s performance in~~ the ~~preceding~~outstanding ~~quarter.~~shares ~~Each rating will represent a certain percentage bonus amount calculated off~~ of ~~that quarter’s Base Salary (e~~Arena.~~g. Base Salary divided by four then multiplied by the bonus percentage associated with the rating given for that quarter). The ratings-based percentages are as follows:~~

~~•Rating~~At the closing, the Company paid aggregate consideration of 1:in 0%excess of $35 million, subject to customary post-closing adjustments pursuant to the Purchase Agreement, including for indebtedness and transaction expenses. In addition, certain holders of depositary receipts may be entitled to contingent cash payments based on collections under specified servicing agreements, as described in the Purchase Agreement. The foregoing description of the Purchase Agreement does not purport to be complete, and is qualified in its entirety by reference to the Purchase Agreement.

~~•Rating~~Item of8.01 Other ~~2: 10-30% (at CEO’s discretion)~~Events

~~•Rating~~On March 8, 2026, the Company issued a press release announcing that Crestone has entered into a definitive agreement to acquire Arena. A copy of 3:the ~~50%~~press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated by reference herein.

~~•Rating~~In addition, the Company and Crestone, are evaluating a potential strategic transaction involving Crestone, which could include the sale of 4:a ~~70%~~minority equity interest in Crestone (or one or more of its affiliates) to a third party. Discussions regarding any such transaction remain preliminary. No definitive agreement has been executed, and there can be no assurance that any transaction will be pursued or consummated, or as to the timing, terms, structure, valuation, or amount of proceeds, if any.

~~•Rating~~This Current Report on Form 8-K and Exhibit 99.1 contain forward-looking statements within the meaning of 5:the ~~90%+~~Private ~~(at~~Securities ~~CEO’s~~Litigation ~~discretion)~~Reform Act of 1995. Forward-looking statements are based on current expectations and assumptions and involve risks and uncertainties that could cause actual results to differ materially. The Company undertakes no obligation to update any forward-looking statements, except as required by law.

The Company may pause payment of any otherwise due and owing quarterly incentive compensation in the event the Company is in significant financial distress that would objectively impair the Company’s existing debt obligations, as determined in the sole discretion of the Company. Kennedy’s employment with the Company will remain at-will.

The Employment Agreement also provides for (i) insurance and other benefits in accordance with the Company’s standard benefit package, (ii) four (4) weeks of vacation per year, subject to the terms and conditions of the Company’s vacation policy, and (iii) certain restrictive covenants (non-competition, non-solicitation, non-disparagement and confidentiality). If the Company terminates the Employment Agreement for any reason other than for “Cause” (as defined in the Employment Agreement), then Kennedy shall be entitled to a severance payment equal to six (6) months plus one (1) month for each year of employment, up to a maximum of twelve (12) months of her base salary. Such severance payment is contingent upon the execution and delivery by Kennedy of a general release of all claims and the expiration of any applicable rescission period in connection therewith.

The foregoing description of the Employment Agreement is qualified in its entirety by reference to the full text of the Employment Agreement, which is attached to this Current Report on Form 8-K as Exhibit 10.1 and incorporated by reference herein.

Item 9.01 Financial Statements and Exhibits

10.1			Employment Agreement between Air T, Inc. and Tracy Kennedy, executed February 27, 2026
104			Inline XBRL for the cover page of this Current Report on Form 8-K.


99.1			Press Release, dated March 8 , 2026.

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: March 49, 2026

AIR T, INC.

By: /s/ ~~Nick~~Tracy ~~Swenson~~Kennedy

~~Nick~~Tracy ~~Swenson~~Kennedy, Chief ~~Executive~~Financial Officer

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