AIR T INC 8-K/A

What Happened AIR T, Inc. (AIRT) filed Amendment No. 1 to a prior Form 8-K to clarify the anticipated consideration under its agreement with Arena Aviation Partners B.V. and also disclosed that its subsidiary Crestone entered a non-binding term sheet dated February 27, 2026. The term sheet sets out proposed terms for a potential minority investment by a financial investor of $10.0 million in a new holding company (“NewCo”) that would combine Crestone, Crestone Asset Management, LLC, and, upon closing, Arena. The filing was made March 10, 2026 and signed by CFO Tracy Kennedy.

Key Details

• Investment: $10.0 million in NewCo in the form of convertible preferred equity (non-binding term sheet).
• Implied valuation and ownership: initial conversion price implies an as‑converted valuation of NewCo of $80.0 million (~12.5% ownership on an as‑converted basis), subject to customary anti‑dilution and adjustments.
• Earn‑out: potential valuation ratchet of up to $40.0 million tied to specified consolidated EBITDA targets.
• Other items: Crestone management is negotiating to invest separate funds for up to ~5% of NewCo; all terms are preliminary, non‑binding, and subject to definitive documentation, structuring, and legal/tax review. The amendment also clarifies previously reported consideration related to the Arena transaction.

Why It Matters This filing signals a possible capital injection and a proposed combined holding structure (NewCo) that could affect AIR T’s subsidiary structure, ownership percentages, and future financial reporting if consummated. Key figures—$10M investment, $80M implied valuation, and a $40M earn‑out ratchet—give investors a sense of proposed valuation and potential dilution, but the term sheet is non‑binding and there is no guarantee a transaction will close. Management’s potential co‑investment (≤5%) could align incentives, but timing, final terms, and financial impact remain uncertain pending definitive agreements.