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    Amendment: Air T Inc. Air T Funding Alpha Income Trust filed SEC Form 8-K: Financial Statements and Exhibits

    3/4/26 9:30:46 AM ET
    $AIRTP
    Air Freight/Delivery Services
    Consumer Discretionary
    Get the next $AIRTP alert in real time by email
    airt-20260304
    0000353184false00003531842025-12-152026-03-040000353184us-gaap:CommonStockMember2025-12-152026-03-040000353184airt:CumulativeCapitalSecuritiesMember2025-12-152026-03-04


    ______________________________________________________________________________
    UNITED STATES
    SECURITIES AND EXCHANGE COMMISSION
    WASHINGTON, DC 20549  
    ______________________________________________________________________________
    FORM 8-K/A 
    ______________________________________________________________________________

    CURRENT REPORT
    Pursuant to Section 13 or 15(d) of the
    Securities Exchange Act of 1934
    Date of report (Date of earliest event reported): December 15, 2025
    ______________________________________________________________________________
    AIR T, INC.
    (Exact Name of Registrant as Specified in Charter)  
    ______________________________________________________________________________
    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 classTrading Symbol(s)Name of each exchange on which registered
    Common StockAIRT
    NASDAQ Capital Market
    Alpha Income Preferred Securities (also referred to as 8% Cumulative Capital Securities) (“AIP”)AIRTP
    NASDAQ Global Market
    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):
    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.



    Explanatory Note

    This Amendment No. 1 on Form 8-K/A (this “Amendment”) amends the Current Report on Form 8-K filed by Air T, Inc. (the “Company”) with the Securities and Exchange Commission on December 18, 2025 (the “Original 8-K”) relating to the completion by the Company, through its indirect wholly-owned subsidiary Air T Rex Acquisition, Inc., a Delaware corporation (“Air T Rex Acquisition”), of the acquisition of all of the outstanding capital stock of Regional Express Holdings Limited (“Rex Express”) on December 17, 2025 (the “Acquisition”).

    The Original 8-K was filed without the financial statements and pro forma financial information required by Item 9.01 of Form 8-K. This Amendment is being filed solely to provide such financial statements and pro forma financial information. The financial statements and pro forma financial information required to be filed by Item 9.01 of Form 8-K are filed herewith as Exhibits 99.1 and 99.2 to this Amendment. Except as set forth herein, this Amendment does not amend any other item of the Original 8-K.


    Item 9.01    Financial Statements and Exhibits

    a.Financial Statements of Businesses or Funds Acquired
    The financial statements required by Item 9.01 are filed herewith as Exhibit 99.1 and are incorporated herein by reference.

    b.Pro Forma Financial Statements
    The unaudited pro forma financial information required by Item 9.01 is filed herewith as Exhibit 99.2 and is incorporated herein by reference

    c.Not applicable

    d.Exhibits

    Exhibit No.
    Description
    23.1
    Consent of Deloitte Touche Tohmatsu
    99.1
    Audited financial statements of Rex Express, including the report of Deloitte Touche Tohmatsu thereon.
    99.2
    Unaudited pro forma condensed combined balance sheet as of September 30, 2025 and unaudited pro forma condensed combined statement of operations for the fiscal year ended March 31, 2025 and the six month ended September 30, 2025.
    104
    Cover Page Interactive Data File (embedded within the Inline XBRL document).



    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 4, 2026

    AIR T, INC.


    By: /s/ Tracy Kennedy
    Tracy Kennedy, Chief Financial Officer




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