UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

(Mark one)

☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended March 31, ~~2025~~2026

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from


Commission file number			001-35476
Air T, Inc.

(Exact name of registrant as specified in its charter)

Delaware

52-1206400

State or other jurisdiction of

(I.R.S. Employer

incorporation or organization

Identification No.)

11020 David Taylor Drive, Suite 305, Charlotte, North Carolina 28262

(Address of principal executive offices, including zip code)

(980) 595 – 2840

(Registrant’s telephone number, including area code)

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) ("Trust Preferred Securities" or "TruPs")*	AIRTP	NASDAQ Global Market
*Issued by Air T Funding

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.

Yes ☐ No ☒

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.

Yes ☐ No ☒

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).

Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and "emerging growth company" in Rule 12b-2 of the Exchange Act.


Large accelerated Filer	☐	Accelerated Filer	☐

Non-accelerated Filer	☒	Smaller reporting company	☒

		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. ☐.

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the

effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☐.

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐.

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).☐.

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).

Yes ☐ No ☒

The aggregate market value of voting and non-voting common equity held by non-affiliates of the registrant as of September 30, ~~2024~~2025 (the last business day of the registrant’s most recently completed second fiscal quarter) based upon the closing price of the common stock on September 30, ~~2024~~2025 was approximately $~~14,257,338~~20.1 million.

Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date.

Common Stock			Common Shares, par value of $.25 per share
Outstanding Shares at May 31, 2025			2,702,639
Outstanding Shares at May 31, 2026			2,696,509

DOCUMENTS INCORPORATED BY REFERENCE

Portions of the Company’s definitive proxy statement for its ~~2025~~2026 annual meeting of stockholders to be filed within 120 days of the registrant's fiscal year end are incorporated by reference into Part III of this Form 10-K.

AIR T, INC. AND SUBSIDIARIES ~~2025~~2026 ANNUAL REPORT ON FORM 10-K TABLE OF CONTENTS

		Page
	PART I
Item 1.	Business	4
Item 1A.	Risk Factors	1013
Item 1B.	Unresolved Staff Comments	2833
Item 1C.	Cybersecurity	2833
Item 2.	Properties	2934
Item 3.	Legal Proceedings	3035
Item 4.	Mine Safety Disclosures	3035
	PART II
Item 5.	Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	3035
Item 6.	[Reserved]	3136
Item 7.	Management's Discussion and Analysis of Financial Condition and Results of Operations	3136
Item 7A.	Quantitative and Qualitative Disclosures About Market Risk	4252
Item 8.	Financial Statements and Supplementary Data	4354
Item 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	92105
Item 9A.	Controls and Procedures	92105
Item 9B.	Other Information	92106
Item 9C.	Disclosure Regarding Foreign Jurisdictions that Prevent Inspections	93106
	PART III
Item 10.	Directors, Executive Officers and Corporate Governance	93106
Item 11.	Executive Compensation	93107
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	94107
Item 13.	Certain Relationships and Related Transactions, and Director Independence	94107
Item 14.	Principal ~~Accountant~~Accounting Fees and Services	94108
	PART IV
Item 15.	Exhibits and Financial Statement Schedules	94108
Item 16.	Form 10-K Summary	~~107~~120
	Signatures
	Interactive Data Files

PART I

Item 1. Business.

Air T, Inc. (the “Company,” “Air T,” “we” or “us” or “our”) is a holding company with a portfolio of operating businesses and financial assets. Our goal is to prudently and strategically grow Air T’s earnings power, compounding its free-cash-flow per share over time.

We currently operate in ~~four~~five core industry segments:

•Overnight air cargo, which operates in the air express delivery services industry;

•Ground support equipment (formerly known as ~~Ground~~ground equipment sales), which manufactures and provides mobile deicers and other specialized equipment products to passenger and cargo airlines, airports, the military and industrial customers;

•Commercial aircraft, engines and parts (formerly known as ~~Commercial~~commercial jet engines and parts), which manages and leases aviation assets; supplies surplus and aftermarket commercial jet engine components; provides commercial aircraft disassembly/part-out services; commercial aircraft parts sales; procurement services and overhaul and repair services to airlines ~~and~~;

•Digital solutions, which develops and provides digital aviation and other business services to customers within the aviation industry to generate recurring subscription revenues.; and

•Regional airline, which provides scheduled regional passenger, freight and charter airline services and pilot training in Australia, operating a fleet of Saab 340 aircraft serving regional communities and connecting passengers to major metropolitan centers.

The Company additionally has a central corporate function that acts as the capital allocator and resource for other consolidated businesses, referred to as Corporate and other. Further, Corporate and other also comprises insignificant businesses and business interests.

~~Effective~~On asDecember of18, 2025, the ~~fourth~~Company ~~quarter~~introduced ofa ~~fiscal~~new ~~year~~reportable ~~2025,~~segment wenamed ~~renamed~~regional ~~our~~airline. ~~ground~~This ~~equipment~~new ~~sales~~ segment toincludes ~~ground~~all ~~support~~reportable ~~equipment~~activities ~~and~~of ~~renamed~~the ~~our~~Company's ~~commercial~~most ~~jet~~recent ~~engines~~acquisition, ~~and~~Regional ~~parts~~Express ~~segment~~Holdings toPty ~~commercial~~Ltd ~~aircraft~~("Rex"), ~~engines~~as ~~and~~discussed ~~parts~~in toNote ~~better~~2 ~~align~~of ~~the~~Notes ~~descriptions~~to ofConsolidated ~~the~~Financial ~~segments~~Statements ~~with~~included ~~their~~under ~~activities~~Part II, Item 8.

Additionally, we have elected to separately disclose the digital solutions segment to better align our financial statement presentation with a key long-term growth area for the Company. Digital solutions was previously classified as part of insignificant business activities. As a result of this change, prior period segment information has been recast to conform to our current presentation in our financial statements and related notes included Item 8 of this report.

Each reportable segment has separate management teams and infrastructures that offer different products and services. We evaluate the performance of our reportable segments based on operating income (loss) and Adjusted EBITDA.

Certain financial data with respect to the Company’s geographic areas and segments is set forth in Note 1819 and Note 1920 of Notes to Consolidated Financial Statements included under Part II, Item 8 of this report.

Air T was incorporated under the laws of the State of Delaware in 1980. The businesses and their principal legal entities that comprise of the activities of Air T are as follows:

Legal Entity

~~Principal~~Industry ~~Place of Business~~Segment

Principal Place of Business

Website

Air T, Inc.

~~Charlotte, North Carolina~~

Charlotte, North Carolina

https://airt.com

Mountain Air Cargo, Inc. (“MAC”)

~~Denver,~~Overnight ~~North~~Air ~~Carolina~~Cargo

Denver, North Carolina

https://mtaircargo.com

CSA Air, Inc. (“CSA”)

~~Iron~~Overnight ~~Mountain,~~Air ~~Michigan~~Cargo

Iron Mountain, Michigan

https://csaair.com

Global Ground Support, LLC (“GGS”)

Olathe, Kansas

Worldwide Aircraft Services, Inc. ("WASI")

Overnight Air Cargo

Springfield, Missouri

https://worldwide-aircraft.com

Delphax Technologies, Inc (“Delphax”)

Minneapolis, Minnesota

Royal Aircraft Services, LLC ("Royal")

Overnight Air Cargo

Hagerstown, Maryland

https://royalaircraft.com

Delphax Solutions, Inc. (“DSI”)

Mississauga, Canada

Global Ground Support, LLC (“GGS”)

Ground Support Equipment

Olathe, Kansas

https://globalgroundsupport.com

Contrail Aviation Support, LLC (“Contrail”)

~~Verona~~Commercial Aircraft, ~~Wisconsin~~Engines and Parts

Verona, Wisconsin

https://contrail.com

AirCo, LLC, AirCo 1, LLC, AirCo 2, LLC and AirCo Services, LLC (collectively, "AirCo”)

~~Eagan~~Commercial Aircraft, ~~Minnesota~~Engines and Parts

Eagan, Minnesota

http://airco-ict.com

Worthington Aviation, LLC (“Worthington”)

~~Eagan~~Commercial Aircraft, ~~Minnesota~~Engines and Parts

Eagan, Minnesota

https://worthingtonav.com

Jet Yard, LLC (“Jet Yard”)

~~Marana~~Commercial Aircraft, ~~Arizona~~Engines and Parts

Marana, Arizona

N/A

Jet Yard Solutions, LLC ("Jet Yard Solutions")

~~Marana~~Commercial Aircraft, ~~Arizona~~Engines and Parts

Marana, Arizona

https://www.jetyard.com

Air'Zona Aircraft Services, Inc. ("Air'Zona")

~~Kingman~~Commercial Aircraft, ~~Arizona~~Engines and Parts

Kingman, Arizona

https://airzonaaircraft.com

Wolfe Lake HQ, LLC ("Wolfe Lake")

Minneapolis, Minnesota

Landing Gear Support Services, Inc. ("LGSS")

Commercial Aircraft, Engines and Parts

Eagan, Minnesota

https://lgss-aero.com

Shanwick B.V. ("Shanwick")

~~Amsterdam,~~Digital ~~the Netherlands~~Solutions

Amsterdam, the Netherlands

N/A

WorldACD Market Data B.V. ("WACD")

~~Amsterdam,~~Digital ~~the Netherlands~~Solutions

Amsterdam, the Netherlands

https://www.worldacd.com

Landing Gear Support Services, Inc. ("LGSS")

Eagan, Minnesota

Ambry Hill Technology, LLC ("AHT")

Digital Solutions

Cambridge, Minnesota

https://www.ambryhill.com

Worldwide Aircraft Services, Inc. ("WASI")

Springfield, Missouri

Regional Express Holdings Pty Ltd ("Rex")

Regional Airline

Sydney, Australia

https://www.rex.com.au

Ambry Hills Technology, LLC ("AHT")

Cambridge, Minnesota

Delphax Technologies, Inc (“Delphax”)

Corporate and Other

Minneapolis, Minnesota

N/A

Delphax Solutions, Inc. (“DSI”)

Corporate and Other

Mississauga, Canada

https://delphaxinkjet.com

Wolfe Lake HQ, LLC ("Wolfe Lake")

Corporate and Other

Minneapolis, Minnesota

N/A

Unconsolidated Investments:

Crestone Asset Management, LLC

Denver, Colorado

https://crestoneairpartners.com/

Cadillac Casting, Inc.

Cadillac, Michigan

https://cadillaccasting.com/

Bloomia Holdings, Inc.

Minneapolis, MN

https://bloomiaholdingco.com/

Blue Crest Aviation Partners 2025-01, LLC

Denver, Colorado

N/A

We maintain an Internet website at http://www.airt.net and our SEC filings may be accessed through links on our website. The information on our website is available for information purposes only and is not incorporated by reference in this Annual Report on Form 10-K.

Overnight Air Cargo.

The Company’s Overnight Air Cargo segment comprises the operations of MAC, CSA and WASI. MAC and CSA have a relationship with FedEx spanning over 40 years and represent two of eight companies in the U.S. that have North American feeder airlines under contract with FedEx. MAC and CSA operate and maintain Cessna Caravan, SkyCourier, ATR-42 and ATR-72 aircraft that fly daily small-package cargo routes throughout the eastern United States and upper Midwest, and in the Caribbean. MAC and CSA’s revenues are derived principally pursuant to “dry-lease” service contracts with FedEx. In these “dry-lease" contracts, FedEx provides the aircraft while MAC and CSA provide their own crew and exercise operational control of their flights.

On June 1, 2021, MAC and CSA entered into new dry-lease agreements with FedEx which together cover all of the aircraft operated by MAC and CSA and replaced all prior dry-lease service contracts. These dry-lease agreements provide for the lease of specified aircraft by MAC and CSA in return for the payment of monthly rent with respect to each aircraft leased, for which monthly rent reflects an estimate of a fair market rental rate. These dry-lease agreements provide that FedEx determines the type of aircraft and schedule of routes to be flown by MAC and CSA, with all other operational decisions made by MAC and CSA, respectively. The current dry-lease agreements provide for the reimbursement of MAC and CSA’s costs by FedEx, without mark up, incurred in connection with the operation of the leased aircraft for the following: fuel, landing fees, third-party maintenance, parts and certain other direct operating costs. The current dry-lease agreements were most recently renewed on June 1, 2021 and are set to expire on August 31, 2026. The dry-lease agreements may be terminated by FedEx or MAC and CSA, respectively, at any time upon 90 days’ written notice and FedEx may at any time terminate the lease of any particular aircraft thereunder upon 10 days’ written notice. In addition, each of the dry-lease agreements provides that FedEx may terminate the agreement upon written notice if 60% or more of MAC or CSA’s revenue (excluding revenues arising from reimbursement payments under the dry-lease agreement) is derived from the services performed by it pursuant to the respective dry-lease agreement, FedEx becomes MAC or CSA’s only customer, or MAC or CSA employs fewer than six employees. As of the date of this report, FedEx would be permitted to terminate each of the dry-lease agreements under this provision. The Company believes that the short-term nature of its agreements with FedEx is standard within the airfreight contract delivery service industry, where performance is measured on a daily basis.

AsWe ofmaintain ~~March 31, 2025, MAC and CSA had~~ an ~~aggregate~~Internet ofwebsite ~~103~~at ~~aircraft under its dry-lease agreements with FedEx~~https://www. ~~Included~~airt.com ~~within the 103 aircraft, 6 Cessna Caravan, 4 Sky Courier,~~ and 2our ~~ATR~~SEC ~~aircraft~~filings ~~are~~may ~~considered~~be ~~soft-parked.~~accessed ~~Soft-parked~~through ~~aircraft~~links ~~remain~~on ~~covered under~~ our ~~agreements with FedEx although at a reduced administrative fee compared to aircraft that are in operation~~website. ~~MAC~~ ~~and~~The ~~CSA~~information ~~continue to perform maintenance~~ on ~~soft-parked~~our ~~aircraft~~website, ~~but~~or ~~they~~any ~~are~~of ~~not~~the ~~crewed~~websites ~~and~~referenced doimmediately ~~not operate on scheduled routes. In addition~~above, 2is ~~Cessna~~available ~~Caravan~~for ~~and~~information 1purposes ~~Sky~~only ~~Courier aircraft were considered hard-parked. Hard-parked aircraft are covered under the agreements with FedEx, do not receive an administrative fee,~~ and dois not ~~operate~~incorporated ~~scheduled~~by ~~routes~~reference ~~but~~in dothis ~~receive~~Annual aReport ~~nominal~~on ~~storage~~Form ~~fee~~10-K.

~~Revenues~~Overnight ~~from~~Air ~~MAC and CSA’s contracts with FedEx accounted for approximately 39% and 36% of the Company’s consolidated revenue for the fiscal years ended March 31, 2025 and 2024, respectively~~Cargo. The loss of FedEx as a customer would have a material adverse effect on the Company. FedEx has been a customer of the Company since 1980. MAC and CSA are not contractually precluded from providing services to other parties and MAC occasionally provides third-party maintenance services to other airline customers.

MAC, ~~and~~ CSA, ~~operate under separate aviation certifications. MAC is certified to operate under Part 121~~WASI, ~~Part~~and ~~135~~Royal ~~and~~comprise ~~Part~~the ~~145~~overnight ofair ~~the~~cargo ~~regulations~~segment of the ~~FAA~~Company. ~~These certifications permit~~ MAC ~~to operate~~ and ~~maintain~~CSA ~~aircraft~~have ~~that~~had ~~can carry~~ a ~~maximum~~relationship ~~cargo~~with ~~capacity~~FedEx ofspanning ~~7,500~~more ~~pounds~~than on40 ~~the~~years. ~~Cessna~~They ~~Caravan~~operate ~~208B under Part 135~~ and amaintain ~~maximum~~Cessna ~~cargo~~Caravan, ~~capacity of 14~~SkyCourier,~~000~~ ~~pounds for the~~ ATR-42 and ~~17,800 pounds for the~~ ATR-72 aircraft ~~under~~that ~~Part~~fly ~~121.~~daily ~~The~~small-package ~~maximum payload (~~cargo ~~capacity)~~routes ~~for~~throughout the ~~Cessna~~eastern ~~408~~United ~~operated~~States ~~under~~("U.S.") ~~Part~~and ~~135~~upper ~~is 6~~Midwest,~~000~~ ~~pounds.~~and ~~The~~in ~~maximum~~the ~~structural~~Caribbean. ~~payload~~MAC ~~(cargo~~and ~~capacity)~~CSA’s ~~for~~revenues ~~the~~are ~~ATR72-600F~~derived ~~operated~~principally ~~under~~pursuant ~~Part~~to ~~121~~“dry-lease” isservice ~~20,281~~contracts ~~pounds~~with FedEx. ~~CSA~~Pursuant ~~is certified~~ to ~~operate~~these ~~and~~dry-lease ~~maintain~~contracts, ~~aircraft~~FedEx ~~under~~provides ~~Part 135 of~~ the ~~FAA~~aircraft, ~~regulations.~~while ~~This~~MAC ~~certification~~and ~~permits~~ CSA toprovide ~~operate~~their ~~aircraft~~own ~~with~~crew aand ~~maximum~~exercise ~~cargo~~operational ~~capacity~~control of ~~7,500~~their ~~pounds~~flights.

On June 1, 2021, MAC and CSA entered into new dry-lease agreements with FedEx which together cover all of the aircraft operated by MAC and CSA and replaced all prior dry-lease service contracts. These dry-lease agreements provide for the lease of specified aircraft by MAC and CSA in return for the payment of monthly rent with respect to each aircraft leased, for which monthly rent reflects an estimate of a fair market rental rate. These dry-lease agreements provide that FedEx determines the type of aircraft and schedule of routes to be flown by MAC and CSA, with all other operational decisions made by MAC and CSA, respectively. The current dry-lease agreements provide for the reimbursement of MAC and CSA’s costs by FedEx, without markup, incurred in connection with the operation of the leased aircraft for the following: fuel, landing fees, third-party maintenance, parts and certain other direct operating costs. The current dry-lease agreements are set to expire on August 31, 2026. The Company is currently engaged in renewal negotiations with FedEx and considers the relationship to be active and ongoing. FedEx represents a substantial portion of the Company's consolidated revenues and a substantial majority of the overnight air cargo segment's revenues,the renewal of these agreements on commercially acceptable terms is material to the Company's continued operations. The Company is well-positioned for continued partnership with FedEx, supported by a multi-decade operating history, demonstrated network reliability, and an integrated service platform encompassing air cargo operations, maintenance, repair and overhaul, and aircraft support services across multiple subsidiary entities. These capabilities provide operational continuity and geographic coverage that management believes represent meaningful value within FedEx's feeder network. While the Company is cautiously optimistic regarding the outcome of renewal negotiations, we believe new agreements will be reached on terms favorable to the Company.

The dry-lease agreements may be terminated by FedEx or MAC and CSA at any time upon 90 days’ written notice, and FedEx may at any time terminate the lease of any particular aircraft thereunder upon 10 days’ written notice. In addition, each of the dry-lease agreements provides that FedEx may terminate the agreements upon written notice if 60% or more of MAC or CSA’s revenue (excluding revenues arising from reimbursement payments under the dry-lease agreements) is derived from the services performed by it pursuant to the respective dry-lease agreements, FedEx becomes MAC or CSA’s only customer, or MAC or CSA employs fewer than six employees. As of the date of this report, FedEx would be permitted to terminate each of the dry-lease agreements under this provision. The Company believes that the short-term nature of its agreements with FedEx is standard within the airfreight contract delivery service industry, where performance is measured on a daily basis.

As of March 31, 2026, MAC and CSA had an aggregate of 103 aircraft under its dry-lease agreements with FedEx. Included within the 103 aircraft, 5 Cessna Caravan, 2 SkyCourier, and 2 ATR aircraft are considered soft-parked. Soft-parked aircraft remain covered under our agreements with FedEx although at a reduced administrative fee compared to aircraft that are in operation. MAC and CSA continue to perform maintenance on soft-parked aircraft, but they are not crewed and do not operate on scheduled routes. In addition, 2 Cessna Caravan and 2 SkyCourier aircraft were considered hard-parked. Hard-parked aircraft are covered under the agreements with FedEx, do not receive an administrative fee, and do not operate scheduled routes but do receive a nominal storage fee.

Revenues from MAC and CSA’s contracts with FedEx accounted for approximately 35% and 39% of the Company’s consolidated revenue for the fiscal years ended March 31, 2026 and 2025, respectively. The loss of FedEx as a customer would have a material adverse effect on the Company. FedEx has been a customer of the Company since 1980. MAC and CSA are not contractually precluded from providing services to other parties and MAC occasionally provides third-party maintenance services to other airline customers.

MAC and CSA operate under separate aviation certifications. MAC is certified to operate under Part 121, Part 135 and Part 145 of the regulations of the FAA. These certifications permit MAC to operate and maintain aircraft that can carry a maximum cargo capacity of 7,500 pounds on the Cessna Caravan 208B under Part 135 and a maximum cargo capacity of 14,000 pounds for the ATR-42 and 17,800 pounds for the ATR-72 aircraft under Part 121. The maximum payload (cargo capacity) for the Cessna 408 operated under Part 135 is 6,000 pounds. The maximum structural payload (cargo capacity) for the ATR72-600F

operated under Part 121 is 20,281 pounds. CSA is certified to operate and maintain aircraft under Part 135 of the FAA regulations. This certification permits CSA to operate aircraft with a maximum cargo capacity of 7,500 pounds.

MAC and CSA, together, operated the following FedEx-owned cargo aircraft, exclusively through dry leases for the last five years:

			Number of Aircraft as of March 31,
Type of Aircraft	Model Year	Form of Ownership	~~2025~~2026	~~2024~~2025	~~2023~~2024	~~2022~~2023	~~2021~~2022
Cessna Caravan 208B (single turbo prop)	1985-1996	Dry lease	6867	7168	6171	5461	4954
Cessna SkyCourier 408 (twin turbo prop)1	2022-2023	Dry lease	1214	1112	411	04	0
ATR-42 (twin turbo prop)	1992	Dry lease	9	9	9	9	89
ATR-72 (twin turbo prop)	1992	Dry lease	109	10	10	910	9
ATR-72-600 (twin turbo prop)	2022-2023	Dry lease	4	4	14	01	0
			103	~~105~~103	85105	7285	6672

The Cessna Caravan 208B aircraft are maintained under an FAA Approved Aircraft Inspection Program (“AAIP”). The inspection intervals range from 100 to 200 hours. The current engine overhaul period on the Cessna aircraft is 8,000 hours.

The ATR-42 and ATR-72 aircraft are maintained under aan FAA Part 121 continuous airworthiness maintenance program. The program consists of A and C service checks as well as calendar checks ranging from weekly to 12 years in duration. The engine overhaul period is 6,000 hours.

The Cessna Caravan 408 aircraft are maintained under an FAA ~~Approved~~ AAIP. The inspection program consists of 400 to 5,600 flight hour checks and 18 -month to 120 -month calendar checks.

MAC and CSA operate in a niche market within a highly competitive contract cargo carrier market. MAC and CSA are two of eight carriers that operate within the ~~United~~U.S. ~~States~~ as FedEx feeder carriers. MAC and CSA are benchmarked against the other six FedEx feeders based on safety, reliability, compliance with federal, state and applicable foreign regulations, price and other service-related measurements. The Company believes accurate industry data is not available to indicate the Company’s position within its marketplace (in large measure because all of the Company’s direct competitors are privately held), but management believes that MAC and CSA, combined, constitute the largest contract carrier of the type described.

FedEx conducts periodic audits of MAC and CSA, and these audits are an integral part of the relationship between the carrier and FedEx. The audits test adherence to the dry-lease agreements and assess the carrier’s overall internal control environment, particularly as related to the processing of invoices of FedEx-reimbursable costs. The scope of these audits typically extends beyond simple validation of invoice data against the third-party supporting documentation. The audit teams generally investigate the operator’s processes and internal control procedures. The Company believes satisfactory audit results are critical to maintaining its relationship with FedEx. The audits conducted by FedEx are not designed to provide any assurance with respect to the Company’s consolidated financial statements, and investors, in evaluating the Company’s consolidated financial statements, should not rely in any way on any such examination of the Company or any of its subsidiaries. The most recent audit, for the twelve months ended February 28, 2026, was completed successfully.

1WASI, ~~MAC~~an ~~was~~aircraft ~~specifically~~repair ~~chosen~~station tothat ~~operate~~began ~~the~~operating ~~first~~in ~~commercial~~1986, ~~revenue-service~~is ~~flight~~a ~~for~~certified ~~the~~FAA/EASA ~~Cessna~~part ~~408~~145 ~~SkyCourier~~repair station (no. OWRF547L) and specializes in ~~2023~~medium passenger regional jets, regional/commuter turboprops, cargo and other operators. It maintains a fully equipped engine shop with tooling and engine run stands. Services of WASI include inspections, contract maintenance, refurbishment, structural repairs and modifications, avionics, engine service refurbishment and upgrades.

6Royal is an aircraft repair station and painting facility based at Hagerstown Regional Airport (HGR) in Maryland. Royal is a certified FAA/EASA Part 145 repair station (no. JZRR651K) specializing in maintenance, repair, and overhaul (MRO) services for regional air cargo and charter operators. Services include inspections, contract maintenance, structural repairs and modifications, avionics, aircraft painting and refurbishment, and engine service and upgrades.

beyond simple validation of invoice data against the third-party supporting documentation. The audit teams generally investigate the operator’s processes and internal control procedures. The Company believes satisfactory audit results are critical to maintaining its relationship with FedEx. The audits conducted by FedEx are not designed to provide any assurance with respect to the Company’s consolidated financial statements, and investors, in evaluating the Company’s consolidated financial statements, should not rely in any way on any such examination of the Company or any of its subsidiaries.

On January 31, 2023, the Company acquired WASI, an aircraft repair station that began operating in 1986. WASI is a certified FAA/EASA part 145 repair station (no. OWRF547L) and specializes in medium passenger regional jets, regional/commuter turboprops, cargo and other operators. It maintains a fully equipped engine shop with tooling and engine run stands. Services of WASI include inspections, contract maintenance, refurbishment, structural repairs and modifications, avionics, engine service refurbishment and upgrades.

The Company’s overnight air cargo operations are not materially seasonal.

1 MAC was specifically chosen to operate the first commercial revenue-service flight for the Cessna 408 SkyCourier in 2023.

Ground Support Equipment.

GGS, which comprises our ground support equipment segment, is located in Olathe, Kansas and manufactures, sells and services aircraft deicers and other specialized equipment sold to domestic and international passenger and cargo airlines, ground handling companies, the ~~United~~U.S. ~~States~~ Air Force (“USAF”), airports and industrial customers. GGS’s product line includes aircraft deicers, scissor-type lifts, military and civilian decontamination units, flight-line tow tractors, glycol recovery vehicles and other specialized equipment. In the fiscal year ended March 31, ~~2025~~2026, sales of deicing equipment accounted for approximately 7284% of GGS’s revenues, compared to 7472% in the fiscal year ended March 31, ~~2024~~2025.

GGS designs and engineers its products. Components acquired from third-party suppliers are used in the assembly of its finished products. ~~Components~~and are sourced from a diverse supply chain. The primary components for mobile deicing equipment are the chassis (which is a commercial medium or heavy-duty truck), the fluid storage tank, a boom system, the fluid delivery system and heating equipment. The price of these components is influenced by raw material costs, principally high-strength carbon steels and stainless steel. GGS utilizes continuous improvements and other techniques to improve efficiencies and designs to minimize product price increases to its customers, to respond to regulatory changes, such as emission standards, and to incorporate technological improvements to enhance the efficiency of GGS’s products. Improvements have included the development of single operator mobile deicing units to replace units requiring two operators, a patented premium deicing blend system and a more efficient forced-air deicing system.

GGS manufactures five basic models of mobile deicing equipment with capacities ranging from 1,200 to 2,800 gallons. GGS also offers fixed-pedestal-mounted deicers. Each model can be customized as requested by the customer, including single operator configuration, fire suppressant equipment, open basket or enclosed cab design, a patented forced-air deicing nozzle, on-board glycol blending system to substantially reduce glycol usage, and color and style of the exterior finish. GGS also manufactures five models of scissor-lift equipment, for catering, cabin service and maintenance service of aircraft, and has developed a line of decontamination equipment, flight-line tow tractors, glycol recovery vehicles, glycol transfer vehicles, and other special purpose mobile equipment.

GGS competes primarily on the basis of the quality and reliability of its products, prompt delivery, service and price. The market for aviation ground service equipment is highly competitive. Certain of GGS' competitors may have substantially greater financial resources than we do. These entities or investors may be able to accept more risk than the Company believes is in our best interest. In addition, the market for aviation ground services in the past has typically been directly related to the financial health of the aviation industry, weather patterns and changes in technology.

GGS’s mobile deicing equipment business has historically been seasonal, with revenues typically being lower in the fourth and first fiscal quarters as commercial deicers are typically delivered prior to the winter season. The Company has continued its efforts to reduce GGS’s seasonal fluctuation in revenues and earnings by broadening its international and domestic customer base and its product line.

In October 2021, GGS was awarded a new contract to supply deicing trucks to the USAF. This agreement renewed GGS' original agreement with the USAF entered in July 2009. Per the contract, GGS had to provide annual pricing for each one-year period during the duration of the contract. Further, based upon volume of commercial items purchased during that year, there may be discounts calculated into the pricing and are reflective of the submitted pricing. With all option years expected to be executed by the government, this contract would expire on October 21, 2027.

7GGS sold a total of 24 and 15 deicers under the current contract with the USAF, including both GL 1800 and ER 2875 models, during the fiscal years ended March 31, 2026 and March 31, 2025, respectively, and all the units were accepted by the USAF. In May 2026, GGS received confirmed orders of 14 deicers for fiscal year 2027 and currently expects delivery of both GL1800 and ER 2875 models in the second quarter of fiscal year 2027.

GGS’s ~~sold~~backlog aconsists ~~total~~ of 15“firm” ~~and~~orders 9supported ~~deicers~~by ~~under~~customer ~~the~~purchase ~~current~~orders ~~contract~~for ~~with~~ the ~~USAF,~~equipment ~~including~~sold ~~both~~by GLGGS. ~~1800~~As ~~and~~of ERMarch 31, ~~2875 models~~2026, ~~during~~GGS’s ~~fiscal~~backlog ~~years~~of ~~ended~~orders ~~March~~was $0.6 31million, ~~2025~~all ~~and~~of ~~March 31,~~which ~~2024,~~GGS ~~respectively~~expects ~~and~~to ~~all~~be filled in the ~~units~~fiscal ~~were~~year ~~accepted~~ending byMarch ~~the~~31, ~~USAF~~2027. ~~GGS~~As ~~has~~of ~~already~~March 31, ~~received~~2025, ~~confirmed~~GGS’s ~~orders~~backlog of 16orders ~~deicers~~was ~~for~~$14.3 million. ~~fiscal~~The ~~2026’~~decrease in GGS's ~~delivery~~backlog ~~order~~year ~~and~~over ~~currently~~year ~~expects~~is a result of the ~~delivery~~timing of ~~both~~the GLannual ~~1800~~USAF ~~and~~order, ERwhich ~~2875~~was ~~models~~placed in ~~the~~May ~~first~~2026. ~~quarter~~Backlog ofis ~~fiscal~~not ~~year~~meaningful ~~2026~~for the Company’s other reportable segments.

Commercial Aircraft, Engines and Parts.

Contrail, ~~and~~ Jet Yard ~~(acquired during fiscal year 2017)~~, AirCo ~~(formed in May 2017)~~, Worthington ~~(acquired in May 2018)~~, Jet Yard Solutions ~~(formed in January 2021)~~, Air'Zona ~~(acquired in March 2021)~~, and LGSS ~~(formed March 2022)~~ comprise the commercial aircraft, engines and parts segment of the Company~~’s operations~~. Contrail is a commercial aircraft trading, leasing and parts solutions provider. Its primary focus revolves around the CFM International CFM56-3/-5/-7 engines and the International Aero Engines V2500A5 engine, which power the two most prevalent narrow body, single aisle aircraft that are currently flown commercially—the Boeing 737 Classic / 737 NG and the Airbus A320 family. Contrail acquires commercial aircraft, jet engines and components for the purposes of sale, trading, leasing and disassembly/overhaul. Contrail holds an ASA-100 accreditation from the Aviation Suppliers Association.

Jet Yard and Jet Yard Solutions offer commercial aircraft storage, storage maintenance and aircraft disassembly/part-out services at facilities leased at the Pinal Air Park in Marana, Arizona. The prevailing climate in this area of Arizona provides conditions conducive to long-term storage of aircraft. Jet Yard Solutions is registered to operate a repair station under Part 145 of the regulations of the FAA. Jet Yard leases approximately 48.5 acres of land under a lease agreement with Pinal County, Arizona. Jet Yard was organized in 2014, entered into the lease in June 2016 and has maintained de minimus operations from formation through the date it was acquired by the Company. Effective January 1, 2021, Jet Yard subleased the aforementioned lease with Pinal County to Jet Yard Solutions.8

~~AirCo~~Contrail ~~operates~~is ana ~~established business offering~~ commercial aircraft ~~parts sales~~trading, ~~exchanges,~~leasing ~~procurement~~and ~~services,~~parts ~~consignment~~solutions ~~programs~~provider. ~~and~~Its ~~overhaul~~primary ~~and~~focus ~~repair~~revolves ~~services.~~around ~~AirCo~~the ~~Services,~~CFM aInternational ~~wholly~~CFM56-~~owned~~3/-5/-7 ~~subsidiary~~engines ofand ~~AirCo~~the ~~("AirCo~~International ~~Services"),~~Aero ~~holds~~Engines ~~FAA~~V2500A5 ~~and~~engine, ~~European~~which ~~Aviation~~power ~~Safety~~the ~~Agency~~two ~~certifications~~most ~~covering~~prevalent ~~aircraft~~narrow ~~instrumentation~~body, ~~avionics~~single ~~and~~aisle aaircraft ~~range~~that ofare ~~electrical~~currently ~~accessories~~flown ~~for~~commercially—the ~~civilian,~~Boeing ~~military~~737 ~~transport,~~Classic ~~regional~~/~~commuter~~ 737 NG and ~~business/~~the Airbus A320 family. Contrail acquires commercial aircraft, jet engines and ~~turboprop~~components ~~aircraft.~~for ~~Customers~~the purposes of ~~AirCo~~sale, ~~include~~trading, ~~airlines~~leasing and ~~commercial~~disassembly/overhaul. ~~aircraft~~Contrail ~~leasing~~holds ~~companies~~an ASA-100 accreditation from the Aviation Suppliers Association.

~~Worthington~~Jet ~~Aviation,~~Yard ~~like~~and ~~AirCo,~~Jet ~~operates~~Yard anSolutions ~~established~~offer ~~business~~commercial ~~which~~aircraft ~~supplies spare parts~~storage, ~~repair~~storage ~~programs~~maintenance and aircraft ~~maintenance~~disassembly/part-out services toat ~~the~~facilities ~~global~~leased ~~aviation~~at ~~community~~the ofPinal ~~regional~~Air ~~and~~Park ~~business~~in ~~aircraft~~Marana, ~~fleets~~Arizona. ~~Worthington~~The ~~offers~~prevailing aclimate ~~globally~~in ~~networked~~this ~~infrastructure~~area ~~and~~of ~~24/7~~Arizona ~~support,~~provides ~~ensuring~~conditions ~~fast~~conducive ~~delivery~~to oflong-term ~~spare~~storage ~~parts~~of ~~and~~aircraft. ~~service,~~Jet ~~with~~Yard ~~operational~~Solutions ~~presence~~is inregistered ~~four~~to ~~strategic~~operate ~~locations~~a inrepair ~~the~~station ~~United~~under ~~States,~~Part ~~United~~145 ~~Kingdom~~of &the ~~Australia.~~regulations Inof ~~addition,~~the ~~Worthington operates two~~ FAA. ~~and~~Jet ~~EASA~~Yard ~~Certificated~~leases ~~repair~~approximately ~~stations~~48.5 ~~The~~acres ~~Tulsa~~of ~~maintenance,~~land ~~repair~~under ~~and~~a ~~overhaul~~lease ~~("MRO")~~agreement ~~facility~~with ~~provides~~Pinal ~~composite aircraft structures~~County, ~~repair and support services~~Arizona. AsJet aYard ~~strategic~~was ~~resource~~organized ~~for~~in ~~flight control~~2014, ~~exhaust~~entered ~~system~~into ~~and~~the ~~line~~lease ~~replacement~~in ~~components,~~June ~~Worthington~~2016 ~~offers~~and ahas ~~wide~~maintained ~~array~~de ofminimis ~~services~~operations ~~for~~from ~~complex~~formation ~~operations.~~through At the ~~Eagan,~~date ~~Minnesota-based~~it ~~Repair~~was ~~Station,~~acquired ~~Worthington~~by ~~repair~~the ~~services~~Company. ~~offers~~Effective aJanuary ~~wide~~1, ~~range of capabilities for repair and overhaul of airframe~~2021, ~~accessories~~Jet ~~and~~Yard ~~power~~subleased ~~plant~~the ~~components~~aforementioned inlease ~~support~~with ofPinal ~~external~~County asto ~~well~~Jet asYard ~~internal sales~~Solutions.

~~Air'Zona~~AirCo isoperates aan ~~full~~established ~~service~~business ~~Fixed~~offering ~~Base~~commercial ~~Operator, located on field at Kingman Airport (IGM) in Kingman. Arizona provides Jet A and 100LL fuel to customers along with supporting~~ aircraft ~~service~~parts ~~and~~sales, ~~maintenance.~~exchanges, ~~LGSS~~procurement ~~delivers~~services, ~~landing~~consignment ~~gear~~programs ~~focused asset management~~ and ~~technical~~overhaul and ~~commercial~~repair services ~~worldwide~~. ~~The~~Customers ~~revenues~~ of ~~Air'Zona~~AirCo ~~and~~include ~~LGSS~~airlines ~~are~~and ~~not~~commercial ~~material~~aircraft toleasing ~~the Company's consolidated financial statements~~companies.

Worthington Aviation, like AirCo, operates an established business which supplies spare parts, repair programs and aircraft maintenance services to the global aviation community of regional and business aircraft fleets. Worthington offers a globally networked infrastructure and 24/7 support, ensuring fast delivery of spare parts and service, with operational presence in four strategic locations in the U.S., United Kingdom & Australia. In addition, Worthington operates two FAA and EASA Certificated repair stations. The ~~Company’s~~Tulsa ~~commercial~~maintenance, repair and overhaul ("MRO") facility provides composite aircraft structures, ~~engines~~repair and ~~parts~~support services. As a strategic resource for flight control, exhaust system and line replacement components, Worthington offers a wide array of services for complex operations. ~~are~~At ~~not~~the ~~materially~~Eagan, ~~seasonal~~Minnesota-based Repair Station, Worthington repair services offers a wide range of capabilities for repair and overhaul of airframe, accessories and power plant components in support of external as well as internal sales.

Air'Zona is a full service fixed base operator, located on field at Kingman Airport (IGM) in Kingman, Arizona. It provides Jet A and 100LL fuel to customers along with supporting aircraft service and maintenance. LGSS delivers landing gear focused asset management and technical and commercial services worldwide. The revenues of Air'Zona and LGSS are not material to the Company's consolidated financial statements.

Commercial aircraft, engines and parts operations are not materially seasonal.

Digital Solutions.

WACD ~~(acquired during fiscal year 2022)~~ and AHT ~~(acquired during fiscal 2019)~~ comprise the digital solutions segment of the Company's Operations. WACD is a data aggregator that collects global air cargo shipping data. It partners with customers to collect and verify their data as part of a data partnership. Customers receive access to the fully aggregated data in WACD's cloud-native platform to enable strategic decisions about their operations ~~in real time~~.

WACD is a data aggregator that collects global air cargo shipping data. It partners with customers to collect and verify their data as part of a data partnership. Customers receive access to the fully aggregated data in WACD's cloud-native platform to enable strategic decisions about their operations in real time.

AHT is a software company that specializes in cloud-based software solutions targeting aviation aftermarket businesses. AHT has two offerings through its Vista-Suite and Vista-Quote products. Vista-Suite is an ERP/MRO software solution designed to address the particular needs of aviation businesses. Vista-Quote is a software solution specifically designed to automate the request for quotation ("RFQ") process for aftermarket products.

8Regional Airline.

~~Unconsolidated~~Rex, ~~Investments~~acquired on December 18, 2025, is an Australian aviation company that comprises the regional airline segment of the Company. Rex is Australia’s largest independent regional airline, serving regional and remote communities throughout all states in Australia. Rex commenced operations in 2002, when its predecessor, Australia wide Airlines Limited, acquired and combined the regional airline businesses of Hazelton Airlines and Kendell Airlines. The company was renamed Regional Express Holdings Limited and listed on the Australian Securities Exchange ("ASX") in 2005. Rex’s securities were suspended from trading upon Rex’s entry into voluntary administration in July 2024, and Rex was removed from the official list of the ASX in September 2025. Effective May 8, 2026, Regional Express Holdings Limited was renamed Regional Express Holdings Pty Ltd. See Note 2 of Notes to Consolidated Financial Statements included under Part II, Item 8 of this report for additional information regarding the Acquisition and Rex’s voluntary administration.

The Company has ownership interest in Crestone Asset Management, LLC (“CAM”), formerly known as Contrail Asset Management LLC, and an aircraft capital joint venture called Crestone JV II LLC ("CJVII"), formerly known as Contrail JV II LLC. The operations of CAM are not consolidated into the operations of the Company. See Note 9 ~~and Note 21 of Notes to Consolidated Financial Statements included under Part II, Item 8 of this report.~~

~~The~~Scheduled ~~Company~~Passenger ~~also~~Services ~~has~~and ~~ownership~~Network. ~~interests~~Rex inoperates ~~Lendway~~a ~~Inc~~scheduled regional passenger network connecting Australia’s regional and remote communities with major metropolitan centers in Australia. -As ~~NASDAQ:~~of ~~LDWY~~March ~~("Lendway")~~31, ~~formerly~~2026, ~~known~~Rex’s asnetwork ~~Insignia~~served ~~Systems~~53 destinations across all Australian states, ~~Inc.~~comprising ~~("Insignia")~~seven hub airports—Sydney, Melbourne, Adelaide, Brisbane, Cairns, Townsville and ~~Cadillac~~Perth—and ~~Casting~~46 regional ports, ~~Inc.~~with ~~("CCI")~~more than 1,000 scheduled flights per week. ~~The~~Rex ~~operations~~is ofthe ~~these~~sole ~~companies~~scheduled ~~are~~airline ~~not~~operator ~~consolidated~~on ~~into~~a ~~the~~substantial ~~operations~~portion of the ~~Company~~routes it serves. ~~See~~In ~~Note~~addition 9to ofscheduled ~~Notes~~passenger toservices, ~~Consolidated~~Rex ~~Financial~~generates ~~Statements~~revenue ~~included~~from ~~under~~air ~~Part~~freight IIcarried on its scheduled network, ~~Item~~charter 8services, ofancillary ~~this~~passenger ~~report~~services and government subsidies.

~~The~~Regulated ~~Company~~Routes. ~~additionally~~Rex’s ~~has~~network ~~ownership~~includes ~~interests~~nine inregulated ~~other~~routes ~~smaller~~operated ~~entities~~under ~~that~~contracts ~~are~~awarded ~~not~~by ~~consolidated~~Australian ~~into~~state governments through competitive tenders: six regulated routes in Queensland awarded by the ~~operations~~Queensland Department of ~~the~~Transport ~~Company~~and Main Roads under contracts that commenced on January 1, 2022 and ~~included~~expire inon December 31, 2026, subject to two one-year extension options exercisable by the ~~disclosure~~State, inand ~~Note~~three 9regulated ofroutes ~~Notes~~in toWestern ~~Consolidated~~Australia—Perth–Albany, ~~Financial~~Perth–Esperance ~~Statements~~and ~~included~~Perth–Carnarvon/Monkey Mia—under ~~Part~~a IIdeed of agreement that expires on June 30, ~~Item~~2028. 8Rex receives subsidy payments from the applicable state government with respect to certain of ~~this~~these ~~report~~regulated routes.

~~Backlog~~Fleet and Maintenance. Rex operates a fleet of 98 aircraft across five types of aircraft. The core fleet consists of 57 owned Saab 340B and 340B+ twin-engine turboprop aircraft—the world’s largest fleet of Saab 340 aircraft—of which approximately 33 were in active line service as of March 31, 2026, with the remainder in, or awaiting, heavy maintenance and engine overhaul under Rex’s fleet reactivation program. The remaining 41 aircraft comprise the training fleet of the Australian Airline Pilot Academy described below, consisting of Piper Warrior III, Cessna 172S and Piper Seminole training aircraft and a Beechcraft King Air aircraft. Rex performs heavy airframe maintenance at its maintenance base in Wagga Wagga, New South Wales and Adelaide in South Australia, and provides propeller maintenance and overhaul services through its subsidiary Australian Aero Propeller Maintenance Pty Ltd ("AAPM"), located in Dingley, Victoria, which holds approvals from the Civil Aviation Safety Authority of Australia ("CASA") and the European Aviation Safety Agency (EASA).

~~GGS’s~~Pilot ~~backlog~~Training. ~~consists~~Through ofthe ~~“firm”~~Australian ~~orders~~Airline ~~supported~~Pilot byAcademy ~~customer~~and ~~purchase~~AAPA ~~orders~~Victoria ~~for~~("AAPA"), ~~the~~with ~~equipment~~campuses ~~sold~~in byWagga ~~GGS.~~Wagga, AsNew ofSouth ~~March 31~~Wales and Ballarat, ~~2025~~Victoria, ~~GGS’s~~Rex ~~backlog~~operates offlight ~~orders~~training ~~was~~facilities ~~$14.3 million,~~that ~~all~~train ofcadet ~~which~~pilots ~~GGS~~for ~~expects~~Rex toas bewell ~~filled~~as incadets ~~the~~sponsored ~~fiscal~~by ~~year~~international ~~ending~~airlines. ~~March~~AAPA 31holds flight training approvals issued by CASA, ~~2026.~~Civil AsAviation Authority of ~~March 31,~~Vietnam ~~2024~~(CAAV), ~~GGS’s~~Civil ~~backlog~~Aviation Administration of ~~orders~~China ~~was~~(CAAC) and ~~$12.6 million.~~is ~~Backlog~~registered isto ~~not~~deliver ~~meaningful~~training ~~for~~to overseas students under the ~~Company~~Commonwealth Register of Institutions and Courses for Overseas Students ("CRICOS"). AAPA’s ~~other~~assets ~~reportable~~include ~~segments~~the training fleet described above and flight simulators.

Competition. The Australian regional passenger aviation market is highly competitive. On competitive routes, Rex competes primarily with QantasLink, the regional brand of the Qantas group, and on certain routes with other regional operators, on the basis of schedule frequency and convenience, price, reliability and loyalty programs. Certain of Rex’s competitors are substantially larger than Rex and have significantly greater financial resources. On a substantial portion of its network, however, Rex is the sole scheduled operator, and Rex’s regulated routes are operated under contracts awarded through periodic competitive tenders.

Relationship with the Commonwealth of Australia. In connection with the Acquisition, Rex and the Commonwealth of Australia entered into amended and new credit facilities (the "Commonwealth Facilities") that, among other things, support the overhaul of engines and the reactivation of Rex’s Saab 340 fleet. Under the related financing arrangements, Rex has agreed to the "Rex Regional Commitments"—undertakings, for a minimum period of ten years on a commercially reasonable best-efforts basis, regarding, among other things, the minimum number of Saab 340 aircraft in operation in accordance with an agreed reactivation schedule, minimum weekly service levels on certain routes on which Rex is the sole operator, the frequency of profitable flights, advance notice and government engagement prior to exiting certain routes, and corporate governance matters. The Commonwealth Facilities are secured by security interests over substantially all of the assets of the Rex group. In addition, Rex’s retention of certain slots at Sydney Airport used for regional services has been supported by ministerial directions to the Sydney Airport slot manager issued in connection with the voluntary administration and the Acquisition. See Part II, Item 7, Management’s Discussion and Analysis of Financial Condition and Results of Operations and Note 13 of Notes to Consolidated Financial Statements included under Part II, Item 8 of this report for additional information regarding the Commonwealth Facilities and the Rex Regional Commitments.

Refer to the Seasonality section included under Part II, Item 7 of this report for discussion over Rex's seasonal variations.

Unconsolidated Investments.

The Company has ownership interests in Crestone Asset Management, LLC (“CAM”), formerly known as Contrail Asset Management LLC, an aircraft capital joint venture called Crestone JV II LLC ("CJVII"), formerly known as Contrail JV II

LLC, Blue Crest Aviation Partners 2025-01 ("BCAP"), Bloomia Holdings, Inc. - NASDAQ: TULP ("Bloomia"), formerly known as Lendway, Inc. ("Lendway"), Cadillac Casting, Inc. ("CCI") and other smaller entities. The operations of these companies are not consolidated into the operations of the Company. See Note 10 of Notes to Consolidated Financial Statements included under Part II, Item 8 of this report.

CAM is a full-service aviation asset manager that invests in aircraft and engines on behalf of its capital partners, with a focus on current generation narrow-body aircraft approaching the end of their working lives. CAM draws on the expertise and capabilities of interrelated aviation specialists across Air T. CJVII is the investment fund that sits alongside CAM through which CAM acquires aircraft on behalf of its investors.

BCAP, launched in August 2025, is a joint venture to acquire mid-life commercial jet aircraft in lease back transactions with airlines around the world. BCAP leverages Air T's wider network of aviation services through CAM as the asset manager.

Bloomia is one of the largest producers of fresh-cut tulips in the United States, growing over 75 million stems annually for wholesale to retail stores.

CCI is an industry leader in ductile iron castings and a major high-volume supplier of engineered cast metal components, primarily serving major automakers. The company makes products such as engine exhaust manifolds, steering knuckles, and other cast components, primarily for the auto industry. As a full-service foundry, its work spans from initial design and prototyping all the way through the full product lifecycle.

Governmental Regulation.

The Company and its subsidiaries are subject to regulation by various governmental agencies.

The U.S. Department of Transportation (“DOT”) has the authority to regulate air service. The DOT has authority to investigate and institute proceedings to enforce its economic regulations, and may, in certain circumstances, assess civil penalties, revoke operating authority and seek criminal sanctions.

Under the Aviation and Transportation Security Act of 2001, as amended, the Transportation Security Administration (“TSA”), an agency within the Department of Homeland Security, has responsibility for aviation security. The TSA requires MAC and CSA to comply with a Full All-Cargo Aircraft Operator Standard Security Plan, which contains evolving and strict security requirements. These requirements are not static but change periodically as the result of regulatory and legislative requirements, imposing additional security costs and creating a level of uncertainty for our operations. It is reasonably possible that these rules or other future security requirements could impose material costs on us.

The FAA has safety jurisdiction over flight operations generally, including flight equipment, flight and ground personnel training, examination and certification, certain ground facilities, flight equipment maintenance programs and procedures, examination and certification of mechanics, flight routes, air traffic control and communications and other matters. The FAA is concerned with safety and the regulation of flight operations generally, including equipment used, ground facilities, maintenance, communications and other matters. The FAA can suspend or revoke the authority of air carriers or their licensed personnel for failure to comply with its regulations and can ground aircraft if questions arise concerning airworthiness. The FAA also has power to suspend or revoke for cause the certificates it issues and to institute proceedings for imposition and collection of fines for violation of federal aviation regulations. The Company, through its subsidiaries, holds all operating airworthiness and other FAA certificates that are currently required for the conduct of its business, although these certificates may be suspended or revoked for cause. The FAA periodically conducts routine reviews of MAC and CSA’s operating procedures and flight and maintenance records.

The FAA has authority under the Noise Control Act of 1972, as amended, to monitor and regulate aircraft engine noise. The aircraft operated by the Company are in compliance with all such regulations promulgated by the FAA. Moreover, because the Company does not operate jet aircraft, noncompliance is not likely. Aircraft operated by us also comply with standards for aircraft exhaust emissions promulgated by the U.S. Environmental Protection Agency (“EPA”) pursuant to the Clean Air Act of 1970, as amended.

Jet Yard, Jet Yard Solutions, AirCo, ~~and~~ WASI, ~~like~~and Worthington, operate repair stations licensed under Part 145 of the regulations of the FAA. These certifications must be renewed annually, or in certain circumstances within 24 months. Certified repair stations are subject to periodic FAA inspection and audit. The repair station may not be relocated without written approval from the FAA.

Because of the extensive use of radio and other communication facilities in its aircraft operations, the Company is also subject to the Federal Communications Act of 1934, as amended.

The Company’s regional airline operations in Australia are subject to extensive regulation by Australian federal and state authorities. The Civil Aviation Safety Authority of Australia regulates civil aviation safety in Australia, including the certification and ongoing oversight of air operators, flight crew licensing, aircraft airworthiness, and maintenance and flight training organizations. Rex holds an Air Operator’s Certificate issued by CASA authorizing its airline and charter operations, together with associated maintenance approvals, and AAPA holds CASA flight training approvals. CASA may vary, suspend or cancel certificates and approvals for cause, and adverse regulatory action could restrict Rex’s operations. Rex is also subject to Australian aviation security requirements administered under the Aviation Transport Security Act 2004. Under current Australian regulations, passenger and baggage screening requirements are determined by reference to aircraft size, and the Saab 340 aircraft operated by Rex are below the threshold at which screening is required.

Access to Sydney Airport, Rex’s largest hub, is governed by a slot management scheme administered under the Sydney Airport Demand Management Act 1997, which provides certain protections for slots used for regional services within New South Wales. Rex’s regulated routes in Queensland and Western Australia are operated under contracts with, and subject to service-level and other requirements imposed by, the applicable state transport authorities. Rex’s consumer-facing operations are subject to the Australian Consumer Law and Australian privacy legislation, and its workforce arrangements are governed by the Australian Fair Work Act 2009, including the enterprise agreements described under Employees and Human Capital Resources below. In addition, in connection with the Acquisition and the Commonwealth Facilities, Rex is subject to the Rex Regional Commitments and related reporting obligations to the Commonwealth of Australia, as described under Part II, Item 7 of this report. Australian law is also phasing in mandatory climate-related financial disclosure requirements (AASB S2) for large Australian entities, which may apply to certain Rex entities in future periods and increase compliance costs.

Maintenance and Insurance.

The Company, through its subsidiaries, is required to maintain the aircraft it operates under the appropriate ~~FAA~~governmental regulatory bodies and manufacturer standards and regulations.

The Company has secured public liability and property damage insurance in excess of minimum amounts required by the ~~United States Department of Transportation~~DOT.

The Company maintains cargo liability insurance, workers’ compensation insurance and fire and extended coverage insurance for owned and leased facilities and equipment. In addition, the Company maintains product liability insurance with respect to injuries and loss arising from use of products sold and services provided.

In March 2014, the Company formed Space Age Insurance Company ("SAIC"), a captive insurance company licensed in Utah. SAIC insures risks of the Company and its subsidiaries that were not previously insured by the various Company insurance programs (including the risk of loss of key customers and contacts, administrative actions and regulatory changes); and may from time to time underwrite third-party risk through certain reinsurance arrangements. As of December 26, 2023, SAIC was considered a dormant captive insurance company with the State of Utah, in which it was registered. SAIC is included within Corporate and other.

Employees and Human Capital Resources.

As of March 31, ~~2025~~2026, the Company and its subsidiaries had ~~646~~approximately 1,666 full-time and full-time-equivalent employees., ~~None~~ of ~~the~~which ~~employees~~approximately of969 were employed by Rex in Australia and the ~~Company~~remainder orwere ~~any~~employed ofby ~~its~~the Company's other consolidated subsidiaries, principally in the United States. No employees outside of Rex are represented by labor unions. Approximately 739 of Rex's employees are represented by five enterprise agreements. The Company believes ~~its~~that relations ~~with~~between ~~its~~Rex and the unions representing Rex employees, and between the Company's other subsidiaries and their respective employees are good.

The following table sets forth our employee groups subject to collective bargaining and the status of their respective collective-bargaining agreements as of March 31, 2026:


Employee Group	Union Representatives	Approximate Number of Full-time Equivalent Employees	Stated Expiry
Aircraft Support Officers and Catering Offices	Transport Workers Union (TWU)	96	amendable 6/30/2029
Network Operations Controllers and Supervisors, Call Centre and Customer Service Staff - Airports	Australian Services Union / United Services Union (ASU/USU)	142	amendable 6/30/2025
Engineers	Australian Licensed Aircraft Engineers Association (ALAEA)	126	amendable 6/30/2025
Flight Attendants	Flight Attendants Association of Australia (FAAA)	127	amendable 6/30/2029
Pilots	Australian Federation of Air Pilots (AFAP)	248	amendable 6/30/2026

Under Australian law, an Enterprise Agreement (EA) that has passed its nominal expiry date continues to apply to covered employees until it is terminated or replaced by a successor agreement approved by the Fair Work Commission. As of March 31, 2026, two of Rex's five EAs, the Regional Express Airline Collective Agreement 2022–2025, negotiated with the Australian Services Union/United Services Union (ASU/USU), and the Regional Express Aircraft Engineers Agreement 2021–2025, negotiated with the Australian Licensed Aircraft Engineers Association (ALAEA), had passed their nominal expiry date of June 30, 2025. Both agreements remain in full force and effect and continue to govern the terms and conditions of employment of the covered employees pending approval of replacement agreements. The principal terms for replacement agreements have been reached and are in drafting.

Our human capital resources objectives include, as applicable, identifying, recruiting, retaining, incentivizing and integrating our existing and additional employees. As it relates to our employees:

Oversight and Management

Our executive officers are tasked with leading our organization in managing employment-related matters, including recruiting and hiring, onboarding and training, compensation planning, talent management and development. We are committed to providing team members with the training and resources necessary to continually strengthen their skills. Our executive team is responsible for periodically reviewing team member programs and initiatives, including healthcare and other benefits, as well as our management development and succession planning practices. Management periodically reports to the Board regarding our human capital measures and results that guide how we attract, retain and develop a workforce to enable our business strategies.

Diversity, Equity and Inclusion

We believe that a diverse workforce is critical to our success. We strive for an environment where all employees feel that they belong, are accepted, included, respected and supported because of whom they are individually. We continue to monitor and improve the application of our hiring, retention, compensation and advancement processes for our wide array of talent.

Workplace Safety and Health

A vital part of our business is providing our workforce with a safe, healthy and sustainable working environment. We focus on implementing change through workforce observation and feedback channels to recognize risk and continuously improve our processes.

Item 1A. Risk Factors.

RISK FACTORS

SUMMARY

General Business Risks

•Market fluctuations may affect the Company’s operations.

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•Rising inflation may result in increased costs of operations and negatively impact the credit and securities markets generally, which could have a material adverse effect on our results of operations and the market price of our securities.

•We could experience significant increases in operating costs and reduced profitability due to competition for skilled management and staff employees in our operating businesses.

•Legacy technology systems require a unique technical skillset which is becoming scarcer.

•Security threats and other sophisticated computer intrusions could harm our information systems, which in turn could harm our business and financial results.

•We may not be able to insure certain risks adequately or economically.

•Legal liability may harm our business.

•Our business might suffer if we were to lose the services of certain key employees.

Risks Related to Our Structure and Financing/Liquidity Risks

•Our holding company structure may increase risks related to our operations.

•A small number of stockholders has the ability to control the Company.

•Although we do not expect to rely on the “controlled company” exemption, we do qualify as a “controlled company” within the meaning of the Nasdaq listing standards, and we could rely on exemptions from certain corporate governance requirements.

•An increase in interest rates or in our borrowing margin would increase the cost of servicing our debt and could reduce our cash flow and negatively affect the results of our business operations.

•Our inability to maintain sufficient liquidity could limit our operational flexibility and also impact our ability to make payments on our obligations as they come due.

•Future cash flows from operations or through financings may not be sufficient to enable the Company to meet its obligations.

•A large proportion of our capital is invested in physical assets and securities that can be hard to sell, especially if market conditions are poor.

•To service our debt and meet our other cash needs, we will require a significant amount of cash, which may not be available.

•If our cash flows and capital resources are insufficient to fund our debt service obligations, we may be forced to seek alternatives.

•Despite our substantial indebtedness, we may incur significantly more debt, and cash may not be available to meet our financial obligations when due or enable us to capitalize on investment opportunities when they arise.

•Our current financing arrangements require compliance with financial and other covenants and a failure to comply with such covenants could adversely affect our ability to operate.

•Future acquisitions and dispositions of businesses and investments are possible, changing the components of our assets and liabilities, and if unsuccessful or unfavorable, could reduce the value of the Company and its securities.

•We face numerous risks and uncertainties as we expand our business.

•Our business strategy includes acquisitions, and acquisitions entail numerous risks, including the risk of management diversion and increased costs and expenses, all of which could negatively affect the Company’s ability to operate profitably.

•Strategic ventures may increase risks applicable to our operations.

•Rapid business expansions or new business initiatives may increase risk.

•Our policies and procedures may not be effective in ensuring compliance with applicable law.

•Compliance with the regulatory requirements imposed on us as a public company results in significant costs that may have an adverse effect on our results.

•Deficiencies in our public company financial reporting and disclosures could adversely impact our reputation.

Risks Related to Our Segment Operations

•The operating results of our segments may fluctuate, particularly our commercial aircraft, engines and parts segment.

•Our ~~Overnight~~overnight ~~Air~~air ~~Cargo~~cargo ~~Segment~~segment is dependent on a significant customer.

•Our dry-lease agreements with FedEx subject us to operating risks.

•Because of our dependence on FedEx, we are subject to the risks that may affect FedEx’s operations.

•A material reduction in the aircraft we fly for FedEx could materially adversely affect our business and results of operations.

•Sales of deicing equipment can be affected by weather conditions.

•We are affected by the risks faced by commercial aircraft operators and MRO companies because they are our customers.

•Our engine values and lease rates, which are dependent on the status of the types of aircraft on which engines are installed, and other factors, could decline.

•Upon termination of a lease, we may be unable to enter into new leases or sell the airframe, engine or its parts on acceptable terms.

•Failures by lessees to meet their maintenance and recordkeeping obligations under our leases could adversely affect the value of our leased engines and aircraft which could affect our ability to re-lease the engines and aircraft in a timely manner following termination of the leases.

•We may experience losses and delays in connection with repossession of engines or aircraft when a lessee defaults.

•Our commercial aircraft, engines and parts segment and its customers operate in a highly regulated industry and changes in laws or regulations may adversely affect our ability to lease or sell our engines or aircraft.

•Our aircraft, engines and parts could cause damage resulting in liability claims.

•We have risks in managing our portfolio of aircraft and engines to meet customer needs.

•Liens on our engines or aircraft could exceed the value of such assets, which could negatively affect our ability to repossess, lease or sell a particular engine or aircraft.

•In certain countries, an engine affixed to an aircraft may become an addition to the aircraft and we may not be able to exercise our ownership rights over the engine.

•Higher or volatile fuel prices could affect the profitability of the aviation industry and our lessees’ ability to meet their lease payment obligations to us.

•Interruptions in the capital markets could impair our lessees’ ability to finance their operations, which could prevent the lessees from complying with payment obligations to us.

•Our lessees may fail to adequately insure our aircraft or engines which could subject us to additional costs.

•If our lessees fail to cooperate in returning our aircraft or engines following lease terminations, we may encounter obstacles and are likely to incur significant costs and expenses conducting repossessions.

•If our lessees fail to discharge aircraft liens for which they are responsible, we may be obligated to pay to discharge the liens.

•If our lessees encounter financial difficulties and we restructure or terminate our leases, we are likely to obtain less favorable lease terms.

•Withdrawal, suspension or revocation of governmental authorizations or approvals could negatively affect our business.

•We are exposed to foreign exchange rate fluctuations and, through our international operations, we may suffer losses as a result of adverse fluctuations in foreign currency exchange rates.

Risks Related to Rex

•We may not be able to successfully integrate Rex into our operations, including our financial reporting processes, which could adversely affect our business, results of operations, and financial condition.

•Rex operates in a highly regulated industry, and failure to comply with applicable laws and regulations could materially adversely affect our business.

•Rex’s ability to return its Saab 340 fleet to service depends on the availability of engine overhaul capacity, parts, and skilled labor, and failure to achieve fleet reactivation milestones could result in non-compliance with the Rex Regional Commitments and adverse consequences under the Commonwealth Facilities.

•Rex derives an important portion of its revenues and network position from state government regulated route contracts and protected airport slots that are subject to periodic re-tender, renewal, or expiration, and the loss of these arrangements could adversely affect Rex’s business.

•The Rex Acquisition involves risks related to voluntary administration proceedings in Australia and the DOCA structure, including uncertainties regarding liabilities, claims, obligations, and potential adverse impacts on customer and counterparty acceptance of Rex’s business following the proceedings.

•The recognition of a bargain purchase gain could increase scrutiny by investors and regulators, and could lead to disputes regarding valuations and assumptions.

•A significant portion of Rex’s revenues, expenses, assets, and liabilities may be denominated in Australian dollars, and fluctuations in exchange rates could adversely affect our reported results.

•We incurred and assumed significant obligations in connection with the Rex Acquisition, including obligations related to the Commonwealth Facility Agreement ("CFA") debt (the "CFA Debt"), and we may require additional liquidity to support Rex’s operations.

•Rex’s operating costs and revenues may be subject to volatility, and Rex may not be able to offset cost increases or revenue decreases through pricing or other measures.

•A substantial portion of Rex’s workforce is represented by labor unions under Enterprise Agreements, and labor disputes, work stoppages, or unsuccessful negotiations of replacement agreements could disrupt Rex’s operations and adversely affect our business and results of operations.

•Wage escalations and other cost-of-living adjustments under Rex’s Enterprise Agreements could increase Rex’s operating costs, and Rex may not be able to fully offset those increases through pricing or other measures.

Risks Related to Air T Funding

•The ranking of the Company’s obligations under the Junior Subordinated Debentures and the Guarantee creates a risk that Air T Funding may not be able to pay amounts due to holders of the Trust Preferred Securities.

•The Company has the option to extend the Trust Preferred Securities interest payment period.

•Tax event or investment company act redemption of the Trust Preferred Securities.

•The Company may cause the Junior Subordinated Debentures to be distributed to the holders of the Trust Preferred Securities.

•There are limitations on direct actions against the Company and on rights under the guarantee.

•The covenants in the Indenture are limited.

•Holders of the Trust Preferred Securities have limited voting rights.

RISKS RELATED TO THE COMPANY

General Business Risks

Market fluctuations may affect our operations.

Market fluctuations may affect our ability to obtain funds necessary for the operation of our businesses from current lenders or new borrowings. In addition, we may be unable to obtain financing on satisfactory terms, or at all. Market studies or demographics we have reviewed also may no longer be accurate or complete. The occurrence of any of the foregoing events or any other related matters could materially and adversely affect our business, financial condition, results of operation and the overall value of our assets.

Rising inflation and interest rates may result in increased costs of operations and negatively impact the credit and securities markets generally, which could have a material adverse effect on our results of operations and the market price of our Common Stock.

Inflation has accelerated in the U.S. and globally due in part to global supply chain issues, the increase in interest rates by the Federal Reserve, armed conflicts, a rise in energy prices, wage increases and strong consumer demand. An inflationary environment can increase our cost of labor, as well as our other operating costs, which may have a material adverse impact on our financial results. In addition, economic conditions could impact and reduce the number of customers who purchase our products or services as credit becomes more expensive or unavailable. Although interest rates have increased and may increase further, inflation may continue. Further, increased interest rates could have a negative effect on the securities markets generally which may, in turn, have a material adverse effect on the market price of our Common Stock and our ability to sell additional trust preferred securities.

We could experience significant increases in operating costs and reduced profitability due to competition for skilled management and staff employees in our operating businesses.

We compete with many other organizations for skilled management and staff employees, including organizations that operate in different market sectors than us. Costs to recruit and retain adequate personnel could adversely affect results of operations.

Legacy technology systems require a unique technical skillset which is becoming scarcer.

The Company deploys legacy technology systems in several significant business units. As technology continues to rapidly change, the available pool of individuals technically trained in and able to repair or perform maintenance on these legacy systems shrinks. As this scarcity increases, the Company’s ability to efficiently and quickly repair its legacy systems becomes increasingly difficult, which could have a significant impact on the Company’s day-to-day operations.

Security threats and other sophisticated computer intrusions could harm our information systems, which in turn could harm our business and financial results.

We utilize information systems and computer technology throughout our businesses. We store sensitive data and proprietary information on these systems. Threats to these systems, and the laws and regulations governing security of data, including personal data, on information systems and otherwise held by companies is evolving and adding layers of complexity in the form of new requirements and increasing costs of attempting to protect information systems and data and complying with new cybersecurity regulations. Information systems are subject to numerous and evolving cybersecurity threats and sophisticated computer crimes, which pose a risk to the stability and security of our information systems, computer technology, and businesses.

Global cybersecurity threats can range from uncoordinated individual attempts to gain unauthorized access to our information systems and computer technology to sophisticated and targeted measures known as advanced persistent threats and ransomware. The techniques used in these attacks change frequently and may be difficult to detect for periods of time and we may face difficulties in anticipating and implementing adequate preventative measures. A failure or breach in security could expose our company as well as our customers and suppliers to risks of misuse of information, compromising confidential information and technology, destruction of data, production disruptions, ransom payments, and other business risks which could damage our reputation, competitive position and financial results of our operations. Further, our technology resources may be strained due to an increase in the number of remote users. In addition, defending ourselves against these threats may increase costs or slow operational efficiencies of our business. If any of the foregoing were to occur, it could have a material adverse effect on our business and results of operations.

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Weinformation ~~sustained a cybersecurity attack in May 2022 involving ransomware that caused a network disruption~~ and ~~impacted~~technology, ~~certain~~destruction of ~~our~~data, ~~systems.~~production ~~Upon detection~~disruptions, weransom ~~undertook~~payments, ~~steps~~and toother ~~address~~business ~~the~~risks ~~incident,~~which ~~including~~could ~~engaging~~damage aour ~~team~~reputation, ofcompetitive ~~third-party~~position ~~forensic experts~~ and ~~notifying~~financial ~~law~~results ~~enforcement.~~of Weour ~~restored network systems and resumed normal~~ operations. WeFurther, ~~have taken actions to improve~~ our ~~existing~~technology ~~systems~~resources ~~such~~may asbe ~~adding~~strained ~~multi-factor~~due ~~authentication~~to ~~and~~an toincrease ~~improve~~in ~~employee~~the ~~training~~number ~~and~~of ~~security~~remote ~~competency~~users. ~~While~~In weaddition, dodefending ~~not~~ourselves ~~believe~~against ~~this~~these ~~event~~threats ormay ~~resultant~~increase ~~actions~~costs ~~had~~ or ~~will~~slow ~~have~~operational aefficiencies ~~material~~of ~~adverse effect on~~ our business,. ~~this~~If ~~or similar incidents, or~~ any ~~other~~of ~~such~~the ~~breach~~foregoing ofwere ~~our~~to ~~data~~occur, ~~security~~it ~~infrastructure~~ could have a material adverse effect on our business, and results of operations and financial condition.

Although we maintain cybersecurity liability insurance, our insurance may not cover potential claims or may not be adequate to indemnify us for any liability that may be incurred. Any imposition of liability or litigation costs that are not covered by insurance could harm our business.

We may not be able to insure certain risks adequately or economically.

We cannot be certain that we will be able to insure all risks that we desire to insure economically or that all of our insurers or reinsurers will be financially viable if we make a claim. If an uninsured loss or a loss in excess of insured limits should occur, or if we are required to pay a deductible for an insured loss, results of operations could be adversely affected.

Legal liability may harm our business.

Many aspects of our businesses involve substantial risks of liability, and, in the normal course of business, we have been named as a defendant or co-defendant in lawsuits involving primarily claims for damages. The risks associated with potential legal liabilities often may be difficult to assess or quantify and their existence and magnitude often remain unknown for substantial periods of time. The expansion of our businesses, including expansions into new products or markets, impose greater risks of liability. In addition, unauthorized or illegal acts of our employees could result in substantial liability. Substantial legal liability could have a material adverse financial effect or cause us significant reputational harm, which in turn could seriously harm our businesses and our prospects. Although our current assessment is that there is no pending litigation that could have a significant adverse impact, if our assessment proves to be in error, then the outcome of such litigation could have a significant impact on our consolidated financial statements.

Our business might suffer if we were to lose the services of certain key employees.

Our business operations depend upon our key employees, including our executive officers. Loss of any of these employees, particularly our Chief Executive Officer, could have a material adverse effect on our businesses as our key employees have knowledge of our businesses, the industries they operate in and customers that would be difficult to replace.

A pandemic, epidemic or outbreak of a contagious disease in the markets in which we operate or that otherwise impacts our markets could adversely impact our business.

If a pandemic, epidemic or outbreak of an infectious disease, including new COVID-19 variants, or other public health crisis were to affect the areas in which we operate, our business, including our revenue, profitability and cash flows, could be adversely affected. Further, a pandemic, epidemic or outbreak of an infectious disease might adversely impact our businesses by causing temporary shutdowns or by causing staffing shortages. We may be unable to locate replacement supplies, and ongoing delays could require us to reduce business operations. Although we have disaster plans in place, the extent to which a public health crisis would impact our business is difficult to predict and will depend on many factors beyond our control, including the speed of contagion, the development and implementation of effective preventative measures and possible treatments, the scope of governmental and other restrictions on travel and other activity, and public reactions to these factors.

Changes to U.S. tariff and import/export regulations may have a negative effect on our suppliers and/or service providers and, in turn, could have a material adverse impact on our financial condition.

The ~~United~~U.S. ~~States~~ has recently enacted and proposed to enact significant new tariffs. Additionally, President Trump has directed various federal agencies to further evaluate key aspects of U.S. trade policy and there has been ongoing discussion and commentary regarding potential significant changes to U.S. trade policies, treaties and tariffs. There continues to exist significant uncertainty about the future relationship between the ~~United~~U.S. ~~States~~ and other countries with respect to such trade policies, treaties and tariffs. These developments, or the perception that any of them could occur, may have a material adverse effect on global economic conditions and the stability of global financial markets, and may significantly impact the cost of our products and services, and other parts and supplies sourced internationally or impact the cost of service providers located outside of the ~~United States~~U.S., which in turn could negatively impact us.

Risks Related to Our Structure and Financing/Liquidity Risks

Our holding company structure may increase risks related to our operations.

Our business, financial condition and results of operations are dependent upon those of our individual businesses, and our aggregate investment in particular industries. We are a holding company with investments in businesses and assets in a number of industries. Our business, financial condition and results of operations are dependent upon our various businesses and investments and their management teams. Each of our businesses generally operate independently and in a decentralized manner. Additionally, in the ordinary course of business we guarantee the obligations of entities that we manage and/or invest in. Any material adverse change in one of our businesses, investments or management teams, or in a particular industry in which we operate or invest, may cause material adverse changes to our business, financial condition and results of operations. The more capital we devote to a particular investment or industry may increase the risk that such investment could significantly impact our financial condition and results of operations, possibly in a material adverse way.

A small number of stockholders has the ability to control the Company.

We have a very concentrated stockholder base. As of March 31, ~~2025~~2026, our two largest stockholders beneficially owned or had the ability to direct the voting of shares of our Common Stock representing approximately 67% of the outstanding shares. As a result, these stockholders have the power to determine the outcome of substantially all matters submitted to our stockholders for approval, including the election of our board of directors. In addition, future sales by these stockholders of substantial amounts of our Common Stock, or the potential for such sales, could adversely affect the prevailing market price of our securities.

Although we do not expect to rely on the “controlled company” exemption, we do qualify as a “controlled company” within the meaning of the Nasdaq listing standards, and we do qualify for exemptions from certain corporate governance requirements.

A “controlled company,” as defined in the Nasdaq listing standards, is a company of which more than 50% of the voting power for the election of directors is held by an individual, a group or another company. Controlled companies are not required to comply with certain Nasdaq listing standards relating to corporate governance, including:

•the requirement that a majority of its board of directors consist of independent directors;

•the requirement that its nominating and corporate governance committee be composed entirely of independent directors with a written charter addressing the committee’s purpose and responsibilities; and

•the requirement that its compensation committee be composed entirely of independent directors with a written charter addressing the committee’s purpose and responsibilities.

Nick Swenson, our President, Chief Executive Officer and Chairman of the Board, beneficially owns an aggregate of 1,352,938 shares of our Common Stock, which represents approximately 50.06% of the voting power of our outstanding Common Stock. ~~Since~~Our ~~our~~ President, CEO/Chairman owns a majority of the voting power for the election of our directors, and thus we dowould meet the definition of a “controlled company.” As a result, these requirements would not apply to us as long as we remain a “controlled company.”

WeAlthough we qualify as a “controlled company,” we currently do not, and we do not expect to, rely on this exemption and we currently comply with, and we expect to continue to comply with, all relevant corporate governance requirements under the Nasdaq listing standards. However, if we were to utilize some or all of these exemptions, you may not have the same protections afforded to stockholders of companies that are subject to all of the Nasdaq listing standards that relate to corporate governance.

An increase in interest rates or in our borrowing margin would increase the cost of servicing our debt and could reduce our cash flow and negatively affect the results of our business operations.

A portion of our outstanding debt bears interest at floating rates. As a result, to the extent we have not hedged against rising interest rates, an increase in the applicable benchmark interest rates would increase the cost of servicing our debt and could materially and adversely affect our results of operations, financial condition, liquidity and cash flows. In addition, if we refinance our indebtedness or it matures and interest rates or our borrowing margins increase between the time an existing financing arrangement was consummated and the time such financing arrangement is refinanced or matures, the cost of servicing our debt would increase and our results of operations, financial condition, liquidity and cash flows could be materially and adversely affected.

Our inability to maintain sufficient liquidity could limit our operational flexibility and also impact our ability to make payments on our obligations as they come due.

In addition to being capital intensive and highly leveraged, our aircraft and engine business requires that we maintain sufficient liquidity to enable us to contribute the non-financed portion of engine and aircraft purchases as well as to service our payment obligations to our creditors as they become due, despite the fact that the timing and amounts of our revenues do not match the timing under our debt service obligations. Our restricted cash is unavailable for general corporate purposes. Accordingly, our

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obligations to our creditors as they become due, despite the fact that the timing and amounts of our revenues do not match the timing under our debt service obligations. Our restricted cash is unavailable for general corporate purposes. Accordingly, our ability to successfully execute our business strategy and maintain our operations depends on our ability to continue to maintain sufficient liquidity, cash and available credit under our credit facilities. Our liquidity could be adversely impacted if we are subjected to one or more of the following:

•a significant decline in revenues,

•a material increase in interest expense that is not matched by a corresponding increase in revenues,

•a significant increase in operating expenses,

•a reduction in our available credit under our credit facilities, or

•general economic or national events.

If we do not maintain sufficient liquidity, our ability to meet our payment obligations to creditors or to borrow additional funds could become impaired.

Future cash flows from operations or through financings may not be sufficient to enable the Company to meet its obligations.

Future cash flow of the Company’s operations can fluctuate significantly. If future cash flows are not sufficient to permit the Company to meet its obligations, this would likely have a material adverse effect on the Company, its businesses, financial condition and results of operations. Additionally, credit market volatility may affect our ability to refinance our existing debt, borrow funds under our existing lines of credit or incur additional debt. There can be no assurance that the Company or its subsidiaries will continue to have access to their lines of credit if their financial performance does not satisfy the financial covenants set forth in the applicable financing agreements. If the Company or its subsidiaries do not meet certain of its financial covenants, and if they are unable to secure necessary waivers or other amendments from the respective lenders on terms acceptable to management and to renew or replace financing arrangements that mature during the current fiscal year, their ability to access available lines of credit could be limited, their debt obligations could be accelerated by the respective lenders and liquidity could be adversely affected.

The Company and/or its subsidiaries may be required to seek additional or alternative financing sources if the Company’s or its subsidiaries’ cash needs are significantly greater than anticipated or they do not materially meet their business plans, or there are unanticipated downturns in the markets for the Company’s and its subsidiaries’ products and services. Future disruption and volatility in credit market conditions could have a material adverse impact on the Company’s ability, or that of its subsidiaries, to refinance debt when it comes due on terms similar to our current credit facilities, to draw upon existing lines of credit or to incur additional debt if needed. There can be no assurance therefore that such financing will be available or available on acceptable terms. The inability to generate sufficient cash flows from operations or through financings or disruptions in the credit markets could impair the Company’s or its subsidiaries’ liquidity and would likely have a material adverse effect on their businesses, financial condition and results of operations.

A large proportion of our capital is invested in physical assets and securities that can be hard to sell, especially if market conditions are poor.

Because our investment strategy can involve public company securities, we may be restricted in our ability to effect sales during certain time periods. A lack of liquidity could limit our ability to vary our portfolio or assets promptly in response to changing economic or investment conditions. Additionally, if financial or operating difficulties of other competitors result in distress sales, such sales could depress asset values in the markets in which we operate. The restrictions inherent in owning physical assets could reduce our ability to respond to changes in market conditions and could adversely affect the performance of our investments, our financial condition and results of operations. Because there is significant uncertainty in the valuation of, or in the stability of the value of illiquid or non-public investments, the fair values of such investments do not necessarily reflect the prices that would actually be obtained when such investments are realized.

To service our debt and meet our other cash needs, we will require a significant amount of cash, which may not be available.

Our ability to make payments on, or repay or refinance, our debt, will depend largely upon our future operating performance. Our future performance, to a certain extent, is subject to general economic, financial, competitive, legislative, regulatory and other factors that are beyond our control. In addition, our ability to borrow funds in the future to make payments on our debt will depend on our maintaining specified financial ratios and satisfying financial condition tests and other covenants in the agreements governing our debt. Our business may not generate sufficient cash flow from operations and future borrowings may not be available in amounts sufficient to pay our debt and to satisfy our other liquidity needs.

If our cash flows and capital resources are insufficient to fund our debt service obligations or meet covenant requirements, we may be forced to seek alternatives.

16If we cannot meet our debt service or covenant obligations, we may be forced to reduce or delay investments and aircraft or engine purchases, sell assets, seek additional capital or restructure or refinance our indebtedness. Our ability to restructure or refinance our debt will depend on the condition of the capital markets and our financial condition at such time. Any refinancing

If we cannot meet our debt service or covenant obligations, we may be forced to reduce or delay investments and aircraft or engine purchases, sell assets, seek additional capital or restructure or refinance our indebtedness. Our ability to restructure or refinance our debt will depend on the condition of the capital markets and our financial condition at such time. Any refinancing of our debt could be at higher interest rates and might require us to comply with more onerous covenants, which could further restrict our business operations. The terms of our debt instruments may restrict us from adopting some of these alternatives. These alternative measures may not be successful and may not permit us to meet our scheduled debt service obligations or to meet any aircraft or engine purchase commitments as they come due.19

of our debt could be at higher interest rates and might require us to comply with more onerous covenants, which could further restrict our business operations. The terms of our debt instruments may restrict us from adopting some of these alternatives. These alternative measures may not be successful and may not permit us to meet our scheduled debt service obligations or to meet any aircraft or engine purchase commitments as they come due.

Despite our substantial indebtedness, we may incur significantly more debt, and cash may not be available to meet our financial obligations when due or enable us to capitalize on investment opportunities when they arise.

We employ debt and other forms of leverage in the ordinary course of business to enhance returns to our investors and finance our operations, and despite our current indebtedness levels, we expect to incur additional debt in the future to finance our operations, including purchasing aircraft and engines and meeting our contractual obligations as the agreements relating to our debt, including our junior subordinated debentures, indentures, term loan facilities, revolving credit facilities, and other financings do not entirely prohibit us from incurring additional debt. We also enter into financing commitments in the normal course of business, which we may be required to fund. If we are required to fund these commitments and are unable to do so, we could be liable for damages pursued against us or a loss of opportunity through default under contracts that are otherwise to our benefit could occur. We are therefore subject to the risks associated with debt financing and refinancing, including but not limited to the following: (i) our cash flow may be insufficient to meet required payments of principal and interest; (ii) payments of principal and interest on borrowings may leave us with insufficient cash resources to pay operating expenses and dividends; (iii) if we are unable to obtain committed debt financing for potential acquisitions or can only obtain debt at high interest rates or on other unfavorable terms, we may have difficulty completing acquisitions or may generate profits that are lower than would otherwise be the case; (iv) we may not be able to refinance indebtedness at maturity due to company and market factors such as the estimated cash flow produced by our assets, the value of our assets, liquidity in the debt markets, and/or financial, competitive, business and other factors; and (v) if we are able to refinance our indebtedness, the terms of a refinancing may not be as favorable as the original terms for such indebtedness. If we are unable to refinance our indebtedness on acceptable terms, or at all, we may need to utilize available liquidity, which would reduce our ability to pursue new investment opportunities, dispose of one or more of our assets on disadvantageous terms, or raise equity, causing dilution to existing stockholders.

Our current financing arrangements require compliance with financial and other covenants and a failure to comply with such covenants could adversely affect our ability to operate.

The terms of our various credit agreements and other financing documents require us to comply with a number of customary financial and other covenants, such as maintaining debt service coverage and leverage ratios and adequate insurance coverage. These covenants may limit our flexibility in conducting our operations and breaches of these covenants could result in defaults under the instruments governing the applicable indebtedness, even if we have satisfied and continue to satisfy our payment obligations. Regulatory and market changes may also result in higher borrowing costs and reduced access to credit.

Future acquisitions and dispositions of businesses and investments are possible, changing the components of our assets and liabilities, and if unsuccessful or unfavorable, could reduce the value of the Company and its securities.

Any future acquisitions or dispositions may result in significant changes in the composition of our assets and liabilities, as well as our business mix and prospects. Consequently, our financial condition, results of operations and the trading price of our securities may be affected by factors different from those affecting our financial condition, results of operations and trading price at the present time.

We face numerous risks and uncertainties as we expand our business.

We expect the growth and development of our business to come primarily from internal expansion and through acquisitions, investments, and strategic partnering. As we expand our business, there can be no assurance that financial controls, the level and knowledge of personnel, operational abilities, legal and compliance controls and other corporate support systems will be adequate to manage our business and growth. The ineffectiveness of any of these controls or systems could adversely affect our business and prospects. In addition, if we acquire new businesses and/or introduce new products, we face numerous risks and uncertainties concerning the integration of their controls and systems, including financial controls, accounting and data processing systems, management controls, other operations and adequate security. A failure to integrate these systems and controls, and even an inefficient integration of these systems and controls, could adversely affect our business and prospects.

Our business strategy includes acquisitions, and acquisitions entail numerous risks, including the risk of management diversion and increased costs and expenses, all of which could negatively affect the Company’s ability to operate profitably.

17Our business strategy includes, among other things, strategic and opportunistic acquisitions. This element of our strategy entails several risks, including, but not limited to the diversion of management’s attention from other business concerns and the need to finance such acquisitions with additional equity and/or debt. In addition, once completed, acquisitions entail further risks, including: unanticipated costs and liabilities of the acquired businesses, including environmental liabilities, that could

Our business strategy includes, among other things, strategic and opportunistic acquisitions. This element of our strategy entails several risks, including, but not limited to the diversion of management’s attention from other business concerns and the need to finance such acquisitions with additional equity and/or debt. In addition, once completed, acquisitions entail further risks, including: unanticipated costs and liabilities of the acquired businesses, including environmental liabilities, that could materially adversely affect our results of operations; difficulties in assimilating acquired businesses, preventing the expected benefits from the transaction from being realized or achieved within the anticipated time frame; negative effects on existing business relationships with suppliers and customers; and losing key employees of the acquired businesses. If our acquisition strategy is not successful or if acquisitions are not well integrated into our existing operations, the Company’s operations and business results could be negatively affected.20

materially adversely affect our results of operations; difficulties in assimilating acquired businesses, preventing the expected benefits from the transaction from being realized or achieved within the anticipated time frame; negative effects on existing business relationships with suppliers and customers; and losing key employees of the acquired businesses. If our acquisition strategy is not successful or if acquisitions are not well integrated into our existing operations, the Company’s operations and business results could be negatively affected.

Strategic ventures may increase risks applicable to our operations.

We may enter into strategic ventures that pose risks, including a lack of complete control over the enterprise, and other potential unforeseen risks, any of which could adversely impact our financial results. We may occasionally enter into strategic ventures or investments with third parties in order to take advantage of favorable financing opportunities, to share capital or operating risk, or to earn management fees. These strategic ventures and investments may subject us to various risks, including those arising from our possessing limited decision-making rights in the enterprise or over related aircraft. If we were unable to resolve a dispute with a strategic partner in such a venture that retains material managerial veto rights, we might reach an impasse which may lead to operational difficulties in the venture and increases costs or the liquidation of our investment at a time and in a manner that would result in our losing some or all of our original investment and/or the occurrence of other losses, which could adversely impact our financial results.

Rapid business expansions or new business initiatives may increase risk.

Certain business initiatives, including expansions of existing businesses such as the relatively recent expansion at our commercial aircraft, engines and parts segment and the establishment of an aircraft asset management business and an aircraft capital joint venture, may bring us into contact, directly or indirectly, with individuals and entities that are not within our traditional client and counterparty base and may expose us to new asset classes, new business plans and new markets. These business activities expose us to new and enhanced risks, greater regulatory scrutiny of these activities, increased credit-related, sovereign and operational risks, and reputational concerns regarding the manner in which these assets are being operated or held. There is no assurance that prior year activity and results will occur in future periods.

Our policies and procedures may not be effective in ensuring compliance with applicable law.

Our policies and procedures designed to ensure compliance with applicable laws may not be effective in all instances to prevent violations. We could become subject to various governmental investigations, audits and inquiries, both formal and informal. Such investigations, regardless of their outcome, could be costly, divert management attention, and damage our reputation. The unfavorable resolution of such investigations could result in criminal liability, fines, penalties or other monetary or non-monetary sanctions and could materially affect our business or results of operations.

Compliance with the regulatory requirements imposed on us as a public company results in significant costs that may have an adverse effect on our results.

As a public company, we are subject to various regulatory requirements including, but not limited to, compliance with the rules

and regulations of the Securities Act and the Securities Exchange Act of 1934, as amended (the “Exchange Act”), including the Sarbanes-Oxley Act of 2002 and the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010. Compliance with these rules and regulations results in significant additional costs to us both directly, through increased audit and consulting fees, and indirectly, through the time required by our limited resources to address such regulations.

Deficiencies in our public company financial reporting and disclosures could adversely impact our reputation.

As we expand the size and scope of our business, there is a greater susceptibility that our financial reporting and other public disclosure documents may contain material misstatements and that the controls we maintain to attempt to ensure the complete accuracy of our public disclosures may fail to operate as intended. The occurrence of such events could adversely impact our reputation and financial condition. Management is responsible for establishing and maintaining adequate internal controls over financial reporting to give our stakeholders assurance regarding the reliability of our financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles (“GAAP”). However, the process for establishing and maintaining adequate internal controls over financial reporting has inherent limitations, including the possibility of human error. Our internal controls over financial reporting may not prevent or detect misstatements in our financial disclosures on a timely basis, or at all. Some of these processes may be new for certain subsidiaries in our structure, and in the case of acquisitions, may take time to be fully implemented. Our disclosure controls and procedures are designed to provide assurance that information required to be disclosed by us in reports filed or submitted under U.S. securities laws is recorded, processed, summarized and reported within the required time periods. Our policies and procedures governing disclosures may not ensure that all material information regarding us is disclosed in a proper and timely fashion or that we will be successful in preventing the disclosure of material information to a single person or a limited group of people before such information is generally disseminated.

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disclosures may not ensure that all material information regarding us is disclosed in a proper and timely fashion or that we will be successful in preventing the disclosure of material information to a single person or a limited group of people before such information is generally disseminated.

Risks Related to Our Segment Operations

The operating results of our segments may fluctuate, particularly our commercial aircraft, engines and parts segment.

The operating results of our segments have varied from period to period and comparisons to results for preceding periods may not be meaningful. Due to a number of factors, including the risks described in this section, our operating results may fluctuate. These fluctuations may also be caused by, among other things:

a.the economic health of the economy and the aviation industry in general;

b.FedEx’s demand for the use of the services of our Air Cargo segment;

c.the timing and number of purchases and sales of engines or aircraft;

d.the timing and amount of maintenance reserve revenues recorded resulting from the termination of long-term leases, for which significant amounts of maintenance reserves may have accumulated;

e.the termination or announced termination of production of particular aircraft and engine types;

f.the retirement or announced retirement of particular aircraft models by aircraft operators;

g.the operating history of any particular engine, aircraft or engine or aircraft model;

h.the length of our operating leases; and

i.the timing of necessary overhauls of engines and aircraft.

These risks may reduce our operating segment’s results including particularly our commercial aircraft, engines and parts segment. These risks may reduce the commercial aircraft, engines and parts segment’s engine utilization rates, lease margins, maintenance reserve revenues and proceeds from engine sales, and result in higher legal, technical, maintenance, storage and insurance costs related to repossession and the cost of engines being off-lease. As a result of the foregoing and other factors, the availability of engines for lease or sale periodically experiences cycles of oversupply and undersupply of given engine models ~~and generally~~. The incidence of an oversupply of engines may produce substantial decreases in engine lease rates and the appraised and resale value of engines and may increase the time and costs incurred to lease or sell engines. We anticipate that supply fluctuations from period to period will continue in the future. As a result, comparisons to results from preceding periods may not be meaningful and results of prior periods should not be relied upon as an indication of our future performance.

Our ~~Overnight~~overnight ~~Air~~air ~~Cargo~~cargo ~~Segment~~segment is dependent on a significant customer.

Our ~~Overnight~~overnight ~~Air~~air ~~Cargo~~cargo business is significantly dependent on a contractual relationship with FedEx Corporation (“FedEx”), the loss of which would have a material adverse effect on our business, results of operations and financial position. In the fiscal year ended March 31, ~~2025~~2026, 3935% of our consolidated operating revenues, and 9293% of the operating revenues for our overnight air cargo segment, arose from services we provided to FedEx. While FedEx has been our customer since 1980 under similar terms, our current agreements may be terminated by FedEx upon 90 days’ written notice and FedEx may at any time terminate the lease of any particular aircraft thereunder upon 10 days’ written notice. In addition, FedEx may terminate the dry-lease agreement with MAC or CSA upon written notice if 60% or more of MAC or CSA’s revenue (excluding revenues arising from reimbursement payments under the dry-lease agreement) is derived from the services performed by it pursuant to the respective dry-lease agreement, FedEx becomes its only customer, or either MAC or CSA employs less than six employees. As of the date of issuance of this report, FedEx would be permitted to terminate each of the dry-lease agreements under this provision. The loss of these contracts with FedEx would have a material adverse effect on our business, results of operations and financial position.

Our dry-lease agreements with FedEx subject us to operating risks.

Our dry-lease agreements with FedEx provide for the lease of specified aircraft by us in return for the payment of monthly rent with respect to each aircraft leased. The dry-lease agreements provide for the reimbursement by FedEx of our costs, without ~~mark up~~markup, incurred in connection with the operation of the leased aircraft for the following: fuel, landing fees, third-party maintenance, parts and certain other direct operating costs. Under the dry-lease agreements, certain operational costs incurred by us in operating the aircraft are not reimbursed by FedEx at cost, and such operational costs are borne solely by us. An increase in unreimbursed operational costs would negatively affect our results of operations.

Because of our dependence on FedEx, we are subject to the risks that may affect FedEx’s operations.

19We derive a significant portion of our revenue from business with FedEx. Accordingly, adverse developments affecting FedEx or its transportation network could adversely affect our business, results of operations, financial condition and cash flows. FedEx’s periodic reports filed with the SEC, including its Annual Report on Form 10-K for the fiscal year ended May 31, 2025 and subsequent Quarterly Reports on Form 10-Q, describe risks relating to macroeconomic and geopolitical conditions, trade policies, fuel prices and availability, network and technology disruptions, labor and transportation regulation, competition, and

Because of our dependence on FedEx, we are subject to the risks that may affect FedEx’s operations. These risks are discussed in FedEx’s periodic reports filed with the SEC including its Annual Report on Form 10-K for the fiscal year ended May 31, 2024. These risks include but are not limited to the following:22

~~•Global~~weather ~~economic~~or ~~and~~other ~~geopolitical~~disruptions ~~conditions~~affecting ~~and~~transportation ~~developments~~infrastructure. inIf ~~the~~any ~~markets~~of inthose ~~which~~risks itadversely ~~operates;~~affect FedEx, our business with FedEx may also be adversely affected.

•Additional changes in international trade policies and relations could significantly reduce the volume of goods transported globally and adversely affect its business and result of operations;

•Its transportation businesses are affected by the price and availability of jet and vehicle fuel;

•Its ability to successfully implement its business strategy and transformation program

•A significant data breach or other disruption to its technology infrastructure could disrupt its operations and result in the loss of critical sensitive or confidential information;

•Failure to adjust its air network to remove costs related to services currently provided to the USPS could adversely affect our profitability;

•Insurance and claims expenses could have material adverse effect on it;

•The effects of any international conflicts or terrorist activities on the transportation infrastructure;

•The failure of third-party service providers to perform as expected, or disruptions in relationships with those providers or their provision of services to FedEx;

•The effects of a widespread outbreak of an illness or any other communicable disease or public health crisis;

•Failure to successfully implement its business strategy and effectively respond to changes in market dynamics and customer preferences;

•Its ongoing assessment of the role of FedEx Freight in its portfolio structure may not result in any consummated transaction or other outcome;

•It depends on the strong reputation and the value of the FedEx brand;

•The effect of intense competition;

•Its businesses are capital intensive, and it must make capital decisions based upon projected volume levels;

•Its ability to execute and effectively operate, integrate, leverage, and grow acquired businesses and realize the anticipated benefits of acquisitions, joint ventures, and strategic alliances and investments;

•Labor-related disruptions and potential changes in labor laws;

•Its ability to attract and retain employee talent, meet its purchased transportation needs, or maintain its company culture, as well as increases in labor and purchased transportation costs;

•Challenges to the status of service providers providing certain linehaul and pickup-and-delivery operations as direct and exclusive employers of drivers providing these services is being challenged;

•Potential changes to pilot flight and duty time regulations could impair its operations and impose substantial costs;

•Increasing costs, the volatility of costs and funding requirements, and other legal mandates for employee benefits, especially pension and healthcare benefits;

•It could be affected by global climate change or by legal, regulatory, or market responses to such change;

•It may be unable to achieve or demonstrate progress on our goal of carbon neutrality for global operations by calendar 2040;

•Its inability to quickly and effectively restore operations following adverse weather or a localized disaster or disturbance in a key geography;

•Government regulation and enforcement are evolving and unfavorable changes could harm its business;

•It could be subject to adverse changes in regulations and interpretations or challenges to its tax positions;

•The regulatory environment for global aviation or other transportation rights may affect its operations and increase operating costs; and,

•Its business is subject to complex and evolving U.S. and foreign laws and regulations regarding data protection.

A material reduction in the aircraft we fly for FedEx could materially adversely affect our business and results of operations.

Under our agreements with FedEx, we are not guaranteed a number of aircraft or routes we are to fly and FedEx may reduce the number of aircraft we lease and operate upon 10 days’ written notice. Our compensation under these agreements, including our administrative fees, depends on the number of aircraft leased to us by FedEx. Any material permanent reduction in the aircraft we operate could materially adversely affect our business and results of operations. A temporary reduction in any period could materially adversely affect our results of operations for that period.

Sales of deicing equipment can be affected by weather conditions.

Our ground support equipment segment’s deicing equipment is used to deice commercial and military aircraft. The extent of deicing activity depends on the severity of winter weather. Mild winter weather conditions permit airports to use fewer deicing units, since less time is required to deice aircraft in mild weather conditions. As a result, airports may be able to extend the useful lives of their existing units, reducing the demand for new units.

We are affected by the risks faced by commercial aircraft operators and MRO companies because they are our customers.

Commercial aircraft operators are engaged in economically sensitive, highly cyclical and competitive businesses. We are a supplier to commercial aircraft operators and MROs. As a result, we are indirectly affected by all of the risks facing commercial aircraft operators and MROs, with such risks being largely beyond our control. Our results of operations depend, in part, on the financial strength of our customers and our customers’ ability to compete effectively in the marketplace and manage their risks.

Our engine values and lease rates, which are dependent on the status of the types of aircraft on which engines are installed, and other factors, could decline.

The value of a particular model of engine depends heavily on the types of aircraft on which it may be installed and the available supply of such engines. Values of engines generally tend to be relatively stable so long as there is sufficient demand for the host aircraft. However, the value of an engine may begin to decline rapidly once the host aircraft begins to be retired from service and/or used for spare parts in significant numbers. Certain types of engines may be used in significant numbers by commercial aircraft operators that are currently experiencing financial difficulties. If such operators were to go into liquidation or similar proceedings, the resulting over-supply of engines from these operators could have an adverse effect on the demand for the affected engine types and the values of such engines.

Upon termination of a lease, we may be unable to enter into new leases or sell the airframe, engine or its parts on acceptable terms.

We directly or indirectly own the engines or aircraft that we lease or sell to customers and bear the risk of not recovering our entire investment through leasing and selling the engines or aircraft. Upon termination of a lease, we seek to enter a new lease or to sell or part-out the engine or aircraft. We also selectively sell engines on an opportunistic basis. We cannot give assurance that we will be able to find, in a timely manner, a lessee or a buyer for our engines or aircraft coming off-lease or for their associated parts. If we do find a lessee, we may not be able to obtain satisfactory lease rates and terms (including maintenance and redelivery conditions), and we cannot guarantee that the creditworthiness of any future lessee will be equal to or better than that of the existing lessees of our engines. Because the terms of engine leases may be less than 12 months, we may frequently need to remarket engines. We face the risk that we may not be able to keep our engines on lease consistently.

Failures by lessees to meet their maintenance and recordkeeping obligations under our leases could adversely affect the value of our leased engines and aircraft which could affect our ability to re-lease the engines and aircraft in a timely manner following termination of the leases.

The value and income producing potential of an engine or aircraft depends heavily on it being maintained in accordance with an approved maintenance system and complying with all applicable governmental directives and manufacturer requirements. In addition, for an engine or aircraft to be available for service, all records, logs, licenses and documentation relating to maintenance and operations of the engine or aircraft must be maintained in accordance with governmental and manufacturer specifications. Under our leases, our lessees are primarily responsible for maintaining our aircraft and engines and complying with all governmental requirements applicable to the lessee and the aircraft and engines, including operational, maintenance, government agency oversight, registration requirements and airworthiness directives. However, over time, certain lessees have experienced, and may experience in the future, difficulties in meeting their maintenance and recordkeeping obligations as specified by the terms of our leases. Failure by our lessees to maintain our assets in accordance with requirements could negatively affect the value and desirability of our assets and expose us to increased maintenance costs that may not be sufficiently covered by supplemental maintenance rents paid by such lessees.

specified by the terms of our leases. Failure by our lessees to maintain our assets in accordance with requirements could negatively affect the value and desirability of our assets and expose us to increased maintenance costs that may not be sufficiently covered by supplemental maintenance rents paid by such lessees.

Our ability to determine the condition of the engines or aircraft and whether the lessees are properly maintaining our assets is generally limited to the lessees’ reporting of monthly usage and any maintenance performed, confirmed by periodic inspections performed by us and third parties. A lessee’s failure to meet its maintenance or recordkeeping obligations under a lease could result in:

•a grounding of the related engine or aircraft;

•a repossession that would likely cause us to incur additional and potentially substantial expenditures in restoring the engine or aircraft to an acceptable maintenance condition;

•a need to incur additional costs and devote resources to recreate the records prior to the sale or lease of the engine or aircraft;

•a decline in the market value of the aircraft or engine resulting in lower revenues upon a subsequent lease or sale;

•loss of lease revenue while we perform refurbishments or repairs and recreate records; and

•a lower lease rate and/or shorter lease term under a new lease entered into by us following repossession of the engine or aircraft.

Any of these events may adversely affect the value of the engine, unless and until remedied, and reduce our revenues and increase our expenses. If an engine is damaged during a lease and we are unable to recover from the lessee or ~~though~~through insurance, we may incur a loss.

We may experience losses and delays in connection with repossession of engines or aircraft when a lessee defaults.

We may not be able to repossess an engine or aircraft when the lessee defaults, and even if we are able to repossess the engine or aircraft, we may have to expend significant funds in the repossession, remarketing and leasing of the asset. When a lessee defaults and such default is not cured in a timely manner, we typically seek to terminate the lease and repossess the engine or aircraft. If a defaulting lessee contests the termination and repossession or is under court protection, enforcement of our rights under the lease may be difficult, expensive and time-consuming. We may not realize any practical benefits from our legal rights and we may need to obtain consents to export the engine or aircraft. As a result, the relevant asset may be off-lease or not producing revenue for a prolonged period of time. In addition, we will incur direct costs associated with repossessing our engine or aircraft, including, but not limited to, legal and similar costs, the direct costs of transporting, storing and insuring the engine or aircraft, and costs associated with necessary maintenance and recordkeeping to make the asset available for lease or sale. During this time, we will realize no revenue from the leased engine or aircraft, and we will continue to be obligated to pay any debt financing associated with the asset. If an engine is installed on an airframe, the airframe may be owned by an aircraft lessor or other third party. Our ability to recover engines installed on airframes may depend on the cooperation of the airframe owner.

Our commercial aircraft, engines and parts segment and its customers operate in a highly regulated industry and changes in laws or regulations may adversely affect our ability to lease or sell our engines or aircraft.

Certain of the laws and regulations applicable to our business, include:

Licenses and consents. A number of our leases require specific governmental or regulatory licenses, consents or approvals. These include consents for certain payments under the leases and for the export, import or re-export of our engines or aircraft. Consents needed in connection with future leasing or sale of our engines or aircraft may not be received timely or have economically feasible terms. Any of these events could adversely affect our ability to lease or sell engines or aircraft.

Export/import regulations. The U.S. Department of Commerce (the “Commerce Department”) regulates exports. We are subject to the Commerce Department’s and the U.S. Department of State’s regulations with respect to the lease and sale of engines and aircraft to foreign entities and the export of related parts. These Departments may, in some cases, require us to obtain export licenses for engines exported to foreign countries. The U.S. Department of Homeland Security, through the U.S. Customs and Border Protection, enforces regulations related to the import of engines and aircraft into the ~~United~~U.S. ~~States~~ for maintenance or lease and imports of parts for installation on our engines and aircraft.

Restriction Lists. We are prohibited from doing business with persons designated by the U.S. Department of the Treasury’s Office of Foreign Assets Control (“OFAC”) on its “Specially Designated Nationals List,” and must monitor our operations and existing and potential lessees and other counterparties for compliance with OFAC’s rules. Similarly, sanctions issued by the United Nations, the U.S. government, the European Union or other foreign governments could prohibit or restrict us from doing business in certain countries or with certain persons. As a result, we must monitor our operations and existing and potential lessees and other counterparties for compliance with such sanctions.

Anti-corruption Laws. As a U.S. corporation with international operations, we are required to comply with a number of U.S. and international laws and regulations which combat corruption. For example, the U.S. Foreign Corrupt Practices Act (the “FCPA”) and similar world-wide anti-bribery laws generally prohibit improper payments to foreign officials for the purpose of influencing any official act or decision or securing any improper advantage. The scope and enforcement of such anti-corruption laws and regulations may vary. Although our policies expressly mandate compliance with the FCPA and similarly applicable laws, there can be no assurance that none of our employees or agents will take any action in violation of our policies. Violations of such laws or regulations could result in substantial civil or criminal fines or penalties. Actual or alleged violations could also damage our reputation, be expensive to defend, and impair our ability to do business.

“FCPA”) and similar world-wide anti-bribery laws generally prohibit improper payments to foreign officials for the purpose of influencing any official act or decision or securing any improper advantage. The scope and enforcement of such anti-corruption laws and regulations may vary. Although our policies expressly mandate compliance with the FCPA and similarly applicable laws, there can be no assurance that none of our employees or agents will take any action in violation of our policies. Violations of such laws or regulations could result in substantial civil or criminal fines or penalties. Actual or alleged violations could also damage our reputation, be expensive to defend, and impair our ability to do business.

Civil aviation regulation. Users of engines and aircraft are subject to general civil aviation authorities, including the FAA and the EASA, who regulate the maintenance of engines and issue airworthiness directives. Airworthiness directives typically set forth special maintenance actions or modifications to certain engine and aircraft types or a series of specific engines that must be implemented for the engine or aircraft to remain in service. Also, airworthiness directives may require the lessee to make more frequent inspections of an engine, aircraft or particular engine parts. Each lessee of an engine or aircraft generally is responsible for complying with all airworthiness directives. However, if the engine or aircraft is off lease, we may be forced to bear the cost of compliance with such airworthiness directives. Additionally, even if the engine or aircraft is leased, subject to the terms of the lease, if any, we may still be forced to share the cost of compliance.

Our aircraft, engines and parts could cause damage resulting in liability claims.

Our aircraft, engines or parts could cause bodily injury or property damage, exposing us to liability claims. Our leases require our lessees to indemnify us against these claims and to carry insurance customary in the air transportation industry, including general liability and property insurance at agreed upon levels. However, we cannot guarantee that one or more catastrophic events will not exceed insurance coverage limits or that lessees’ insurance will cover all claims that may be asserted against us. Any insurance coverage deficiency or default by lessees under their indemnification or insurance obligations may reduce our recovery of losses upon an event of loss.

We have risks in managing our portfolio of aircraft and engines to meet customer needs.

The relatively long-life cycles of aircraft and jet engines can be shortened by world events, government regulation or customer preferences. We seek to manage these risks by trying to anticipate demand for particular engine and aircraft types, maintaining a portfolio mix of engines that we believe is diversified, has long-term value and will be sought by lessees in the global market for jet engines, and by selling engines and aircraft that we expect will not experience obsolescence or declining usefulness in the foreseeable future. There is no assurance that the engine and aircraft types owned or acquired by us will meet customer demand.

Liens on our engines or aircraft could exceed the value of such assets, which could negatively affect our ability to repossess, lease or sell a particular engine or aircraft.

Liens that secure the payment of repairers’ charges or other liens may, depending on the jurisdiction, attach to engines and aircraft. Engines also may be installed on airframes to which liens unrelated to the engines have attached. These liens may secure substantial sums that may, in certain jurisdictions or for certain types of liens, exceed the value of the particular engine or aircraft to which the liens have attached. In some jurisdictions, a lien may give the holder the right to detain or, in limited cases, sell or cause the forfeiture of the engine or aircraft. Such liens may have priority over our interest as well as our creditors’ interest in the engines or aircraft. These liens and lien holders could impair our ability to repossess and lease or sell the engines or aircraft. We cannot give assurance that our lessees will comply with their obligations to discharge third-party liens on our assets. If they do not, we may, in the future, find it necessary to pay the claims secured by such liens to repossess such assets.

In certain countries, an engine affixed to an aircraft may become an addition to the aircraft and we may not be able to exercise our ownership rights over the engine.

In certain jurisdictions, an engine affixed to an aircraft may become an addition to the aircraft such that the ownership rights of the owner of the aircraft supersede the ownership rights of the owner of the engine. If an aircraft is security for the owner’s obligations to a third-party, the security interest in the aircraft may supersede our rights as owner of the engine. Such a security interest could limit our ability to repossess an engine located in such a jurisdiction in the event of a lessee bankruptcy or lease default. We may suffer a loss if we are not able to repossess engines leased to lessees in these jurisdictions.

Higher or volatile fuel prices could affect the profitability of the aviation industry and our lessees’ ability to meet their lease payment obligations to us.

Historically, fuel prices have fluctuated widely depending primarily on international market conditions, geopolitical and environmental factors and events and currency exchange rates. Natural and other disasters can also significantly affect fuel availability and prices. The cost of fuel represents a major expense to airlines that is not within their control, and significant increases in fuel costs or hedges that inaccurately assess the direction of fuel costs can materially and adversely affect their operating results. Due to the competitive nature of the aviation industry, operators may be unable to pass on increases in fuel prices to their customers by increasing fares in a manner that fully offsets the increased fuel costs they may incur. In addition, they may not be able to manage this risk by appropriately hedging their exposure to fuel price fluctuations. The profitability and liquidity of those airlines that do hedge their fuel costs can also be adversely affected by swift movements in fuel prices if such airlines are required to post cash collateral under hedge agreements. Therefore, if for any reason fuel prices return to historically high levels or show significant volatility, our lessees are likely to incur higher costs or generate lower revenues, which may affect their ability to meet their obligations to us.

operating results. Due to the competitive nature of the aviation industry, operators may be unable to pass on increases in fuel prices to their customers by increasing fares in a manner that fully offsets the increased fuel costs they may incur. In addition, they may not be able to manage this risk by appropriately hedging their exposure to fuel price fluctuations. The profitability and liquidity of those airlines that do hedge their fuel costs can also be adversely affected by swift movements in fuel prices if such airlines are required to post cash collateral under hedge agreements. Therefore, if for any reason fuel prices return to historically high levels or show significant volatility, our lessees are likely to incur higher costs or generate lower revenues, which may affect their ability to meet their obligations to us.

Interruptions in the capital markets could impair our lessees’ ability to finance their operations, which could prevent the lessees from complying with payment obligations to us.

The global financial markets can be highly volatile and the availability of credit from financial markets and financial institutions can vary substantially depending on developments in the global financial markets. Our lessees depend on banks and the capital markets to provide working capital and to refinance existing indebtedness. To the extent such funding is unavailable, or available only on unfavorable terms, and to the extent financial markets do not provide equity financing as an alternative, our lessees’ operations and operating results may be materially and adversely affected and they may not comply with their respective payment obligations to us.

Our lessees may fail to adequately insure our aircraft or engines which could subject us to additional costs.

While an aircraft or engine is on lease, we do not directly control its operation. Nevertheless, because we hold title to the aircraft or engine, we could, in certain jurisdictions, be held liable for losses resulting from its operation. At a minimum, we may be required to expend resources in our defense. We require our lessees to obtain specified levels of insurance and indemnify us for, and insure against, such operational liabilities. However, some lessees may fail to maintain adequate insurance coverage during a lease term, which, although constituting a breach of the lease, would require us to take some corrective action, such as terminating the lease or securing insurance for the aircraft or engines. Therefore, our lessees’ insurance coverage may not be sufficient to cover all claims that could be asserted against us arising from the operation of our aircraft or engines. Inadequate insurance coverage or default by lessees in fulfilling their indemnification or insurance obligations to us will reduce the insurance proceeds that we would otherwise be entitled to receive in the event we are sued and are required to make payments to claimants. Moreover, our lessees’ insurance coverage is dependent on the financial condition of insurance companies and their ability to pay claims. A reduction in insurance proceeds otherwise payable to us as a result of any of these factors could materially and adversely affect our financial results.

If our lessees fail to cooperate in returning our aircraft or engines following lease terminations, we may encounter obstacles and are likely to incur significant costs and expenses conducting repossessions.

Our legal rights and the relative difficulty of repossession vary significantly depending on the jurisdiction in which an aircraft or engines are located. We may need to obtain a court order or consents for de-registration or re-export, a process that can differ substantially from ~~county~~country to country. When a defaulting lessee is in bankruptcy, protective administration, insolvency or similar proceedings, additional limitations may also apply. For example, certain jurisdictions give rights to the trustee in bankruptcy or a similar officer to assume or reject the lease, to assign it to a third party, or to entitle the lessee or another third party to retain possession of the aircraft or engines without paying lease rentals or performing all or some of the obligations under the relevant lease. Certain of our lessees may be partially or wholly-owned by government-related entities, which can further complicate our efforts to repossess our aircraft or engines in that government’s jurisdiction. If we encounter any of these difficulties, we may be delayed in, or prevented from, enforcing certain of our rights under a lease and in re-leasing the affected aircraft or engines.

When conducting a repossession, we are likely to incur significant costs and expenses that are unlikely to be recouped. These include legal and other expenses related to legal proceedings, including the cost of posting security bonds or letters of credit necessary to effect repossession of the aircraft or engines, particularly if the lessee is contesting the proceedings or is in bankruptcy. We must absorb the cost of lost revenue for the time the aircraft or engines are off-lease. We may incur substantial maintenance, refurbishment or repair costs that a defaulting lessee has failed to pay and are necessary to put the aircraft or engines in suitable condition for re-lease or sale. We may also incur significant costs in retrieving or recreating aircraft records required for registration of the aircraft and in obtaining the certificate of airworthiness for an aircraft. It may be necessary to pay to discharge liens or pay taxes and other governmental charges on the aircraft to obtain clear possession and to remarket the aircraft effectively, including, in some cases, liens that the lessee may have incurred in connection with the operation of its other aircraft. We may also incur other costs in connection with the physical possession of the aircraft or engines.

If our lessees fail to discharge aircraft liens for which they are responsible, we may be obligated to pay to discharge the liens.

In the normal course of their businesses, our lessees are likely to incur aircraft and engine liens that secure the payment of airport fees and taxes, custom duties, Eurocontrol and other air navigation charges, landing charges, crew wages, and other liens that may attach to our aircraft. Aircraft may also be subject to mechanic’s liens as a result of routine maintenance performed by third parties on behalf of our customers. Some of these liens can secure substantial sums, and if they attach to entire fleets of aircraft, as permitted for certain kinds of liens, they may exceed the value of the aircraft itself. Although the financial obligations relating to these liens are the contractual responsibility of our lessees, if they fail to fulfill their obligations, the liens may ultimately become our financial responsibility. Until they are discharged, these liens could impair our ability to repossess, re-lease or sell our aircraft or engines. In some jurisdictions, aircraft and engine liens may give the holder thereof the right to detain or, in limited cases, sell or cause the forfeiture of the aircraft. If we are obliged to pay a large amount to discharge a lien, or if we are unable take possession of our aircraft subject to a lien in a timely and cost-effective manner, it could materially and adversely affect our financial results.

that may attach to our aircraft. Aircraft may also be subject to mechanic’s liens as a result of routine maintenance performed by third parties on behalf of our customers. Some of these liens can secure substantial sums, and if they attach to entire fleets of aircraft, as permitted for certain kinds of liens, they may exceed the value of the aircraft itself. Although the financial obligations relating to these liens are the contractual responsibility of our lessees, if they fail to fulfill their obligations, the liens may ultimately become our financial responsibility. Until they are discharged, these liens could impair our ability to repossess, re-lease or sell our aircraft or engines. In some jurisdictions, aircraft and engine liens may give the holder thereof the right to detain or, in limited cases, sell or cause the forfeiture of the aircraft. If we are obliged to pay a large amount to discharge a lien, or if we are unable to take possession of our aircraft subject to a lien in a timely and cost-effective manner, it could materially and adversely affect our financial results.

If our lessees encounter financial difficulties and we restructure or terminate our leases, we are likely to obtain less favorable lease terms.

If a lessee delays, reduces, or fails to make rental payments when due, or has advised us that it will do so in the future, we may elect or be required to restructure or terminate the lease. A restructured lease will likely contain terms that are less favorable to us. If we are unable to agree on a restructuring and we terminate the lease, we may not receive all or any payments still outstanding, and we may be unable to re-lease the aircraft or engines promptly and at favorable rates, if at all.

Withdrawal, suspension or revocation of governmental authorizations or approvals could negatively affect our business.

24We are subject to governmental regulation and our failure to comply with these regulations could cause the government to withdraw or revoke our authorizations and approvals to do business and could subject us to penalties and sanctions that could harm our business. Governmental agencies throughout the world, including the FAA, highly regulate the manufacture, repair and operation of aircraft operated in the U.S. and equivalent regulatory agencies in other countries, such as the EASA in Europe, regulate aircraft operated in those countries. With the aircraft, engines and related parts that we purchase, lease and sell to our customers, we include documentation certifying that each part complies with applicable regulatory requirements and meets applicable standards of airworthiness established by the FAA or the equivalent regulatory agencies in other countries. Specific regulations vary from country to country, although regulatory requirements in other countries are generally satisfied by compliance with FAA requirements. With respect to a particular engine or engine component, we utilize FAA and/or EASA certified repair stations to repair and certify engines and components to ensure marketability. The revocation or suspension of any of our material authorizations or approvals would have an adverse effect on our business, financial condition and results of operations. New and more stringent government regulations, if enacted, could have an adverse effect on our business, financial condition and results of operations. In addition, certain product sales to foreign countries require approval or licensing from the U.S. government. Denial of export licenses could reduce our sales to those countries and could have a material adverse effect on our business.

We are subject to governmental regulation and our failure to comply with these regulations could cause the government to withdraw or revoke our authorizations and approvals to do business and could subject us to penalties and sanctions that could harm our business. Governmental agencies throughout the world, including the FAA, highly regulate the manufacture, repair and operation of aircraft operated in the United States and equivalent regulatory agencies in other countries, such as the EASA in Europe, regulate aircraft operated in those countries. With the aircraft, engines and related parts that we purchase, lease and sell to our customers, we include documentation certifying that each part complies with applicable regulatory requirements and meets applicable standards of airworthiness established by the FAA or the equivalent regulatory agencies in other countries. Specific regulations vary from country to country, although regulatory requirements in other countries are generally satisfied by compliance with FAA requirements. With respect to a particular engine or engine component, we utilize FAA and/or EASA certified repair stations to repair and certify engines and components to ensure marketability. The revocation or suspension of any of our material authorizations or approvals would have an adverse effect on our business, financial condition and results of operations. New and more stringent government regulations, if enacted, could have an adverse effect on our business, financial condition and results of operations. In addition, certain product sales to foreign countries require approval or licensing from the U.S. government. Denial of export licenses could reduce our sales to those countries and could have a material adverse effect on our business.

Risks Related to Environmental, Social, and Governance Issues

Climate change, related legislative and regulatory responses to climate change, and the transition to a lower carbon economy may adversely affect our business.

There is increasing concern that a gradual rise in global average temperatures due to increased concentration of carbon dioxide and other greenhouse gases in the atmosphere will cause significant changes in weather patterns around the globe, an increase in the frequency, severity, and duration of extreme weather conditions and natural disasters, and water scarcity and poor water quality. These events could also compound adverse economic conditions. To the extent that significant changes in the climate occur in areas where our businesses are located or operate, we may experience extreme weather and/or changes in precipitation and temperature, all of which may result in physical damage to, or a decrease in demand for, our properties located in these areas or affected by these conditions and could negatively impact our operations. In addition, changes in federal, state, and local legislation and regulation based on concerns about climate change, including regulations aimed at limiting greenhouse gas emissions and the implementation of “green” building codes, could result in increased capital expenditures without a corresponding increase in revenue. Any assessment of the potential impact of future climate change legislation, regulations, or industry standards, as well as any international treaties and accords, is uncertain given the wide scope of potential regulatory change.

We are subject to risks from natural disasters such as earthquakes and severe weather (the frequency and severity of which may be impacted by climate change), which may include more frequent or severe storms, extreme temperatures and ambient temperature increases, hurricanes, flooding, rising sea levels, shortages of water, droughts and wildfires, any of which could have a material adverse effect on our business, results of operations, and financial condition.

Natural disasters, severe weather such as earthquakes, tornadoes, wind, or floods, and wildfires may result in significant damage to our properties or disruption of our operations. The extent of casualty losses and loss of income in connection with such events is a function of the severity of the event and the total amount of exposure in the affected area. Additional ~~consequences of severe weather could include increased insurance premiums and deductibles or a decrease in the availability of coverage.~~

consequences of severe weather could include increased insurance premiums and deductibles or a decrease in the availability of coverage.

Environmentally hazardous conditions could potentially adversely affect us.

Under various federal, state, and local environmental laws, a current or previous owner or operator of real property may be liable for the cost of removing or remediating hazardous or toxic substances on such property. Such laws often impose liability whether or not the owner or operator knew of, or was responsible for, the presence of such hazardous or toxic substances. Even if more than one person may have been responsible for the contamination, each person covered by applicable environmental laws may be held responsible for all of the clean-up costs incurred. In addition, third parties may sue the owner or operator of a site for damages based on personal injury, natural resources, or property damage or other costs, including investigation and clean-up costs, resulting from the environmental contamination. The presence of hazardous or toxic substances on one of our properties, or the failure to properly remediate a contaminated property, could give rise to a lien in favor of the government for costs it may incur to address the contamination or otherwise adversely affect our ability to sell or lease the property or borrow using the property as collateral. Environmental laws also may impose restrictions on the manner in which property may be used or businesses may be operated. A property owner who violates environmental laws may be subject to sanctions which may be enforced by governmental agencies or, in certain circumstances, private parties. The cost of defending against environmental claims, of compliance with environmental regulatory requirements, or of remediating any contaminated property could materially and adversely affect us.

We are subject to increasing scrutiny from investors and others regarding our environmental, social, governance, or sustainability responsibilities, which could result in additional costs or risks and adversely impact our reputation, employee retention, and ability to raise capital from investors.

Investor advocacy groups, certain institutional investors, investment funds, other market participants, and stakeholders have focused on the Environmental, Social and Governance (“ESG” or “sustainability”) practices of companies, including those associated with climate change. These parties have placed increased importance on the implications of the social cost of their investments. If our ESG practices do not meet investor or other industry stakeholder expectations and standards, which continue to evolve, our reputation and employee retention may be negatively impacted based on an assessment of our ESG practices. Any sustainability disclosures we make may include our policies and practices on a variety of social and ethical matters, including corporate governance, environmental compliance, associate health and safety practices, human capital management, product quality, supply chain management, and workforce inclusion and diversity. It is possible that stakeholders may not be satisfied with our ESG practices or the speed of their adoption. We could also incur additional costs and require additional resources to monitor, report, and comply with various ESG practices. In addition, investors may decide to refrain from investing in us as a result of their assessment of our approach to and consideration of the ESG factors.

Risks Related to Air T Funding

The ranking of the Company’s obligations under the Junior Subordinated Debentures and the guarantee creates a risk that Air T Funding may not be able to pay amounts due to holders of the Trust Preferred Securities.

The ability of Air T Funding to pay amounts due to holders of the Trust Preferred Securities is solely dependent upon the Company making payments on the Junior Subordinated Debentures as and when required. All obligations of the Company under the Guarantee, the Junior Subordinated Debentures and other documents are unsecured and rank subordinate and junior in right of payment to all current and future Senior and Subordinated Debt, the amount of which is unlimited. As of March 31, ~~2025~~2026, the aggregate outstanding Senior and Subordinated Debt of the Company was approximately $3538.37 million. None of the Indenture, the Guarantee or the Trust Agreement places any limitation on the amount of secured or unsecured debt, including Senior and Subordinated Debt that may be incurred by the Company or its subsidiaries. Further, there is no limitation on the Company’s ability to issue additional Junior Subordinated Debentures in connection with any further offerings of Trust Preferred Securities, and such additional debentures would rank pari passu with the Junior Subordinated Debentures. Furthermore, payment of amounts due on the Junior Subordinated Debentures could adversely affect the Company’s cash flow and liquidity and financial condition.

The Company's ~~has the~~ option to extend the interest payment period could delay interest payments on the Trust Preferred Securities.

So long as no Debenture Event of Default (as defined herein) has occurred and is continuing, at any time on or after, June 7, 2024, the Company has the right under the Indenture to defer the payment of interest on the Junior Subordinated Debentures at any time or from time to time for a period not exceeding 20 consecutive quarters with respect to each Extension Period, provided that no Extension Period may extend beyond the Stated Maturity of the Junior Subordinated Debentures. As a consequence of any such deferral, quarterly Distributions on the Trust Preferred Securities by Air T Funding will be deferred (and the amount of Distributions to which holders of the Trust Preferred Securities are entitled will accumulate additional amounts thereon at the rate of 8% per annum, compounded quarterly, from the relevant payment date for such Distributions, to the extent permitted by applicable law) during any such Extension Period. During any such Extension Period, the Company will be prohibited from making certain payments or distributions with respect to the Company’s capital stock (including dividends on or redemptions of common or preferred stock) and from making certain payments with respect to any debt securities of the Company that rank pari passu with or junior in interest to the Junior Subordinated Debentures; however, the Company will NOT be restricted from (a) paying dividends or distributions in Common Stock of the Company, (b) redeeming rights or taking certain other actions under a stockholders’ rights plan, (c) making payments under the Guarantee or (d) making purchases of Common Stock generally or related to the issuance of Common Stock or rights under any of the Company’s benefit plans for its directors, officers or employees. Further, during an Extension Period, the Company would have the ability to continue to make payments on Senior and Subordinated Debt. As of March 31, 2025, the aggregate outstanding Senior and Subordinated Debt of the Company was approximately $35.3 million. Prior to the termination of any Extension Period, the Company may further extend such Extension Period provided that such extension does not cause such Extension Period to exceed 20 consecutive quarters or to extend beyond the Stated Maturity. Upon the termination of any Extension Period and the payment of all interest then accrued and unpaid (together with interest thereon at the annual rate of 8%, compounded quarterly, to the extent permitted by applicable law), the Company may elect to begin a new Extension Period subject to the above requirements. There is no limitation on the number of times that the Company may elect to begin an Extension Period.

the extent permitted by applicable law) during any such Extension Period. During any such Extension Period, the Company will be prohibited from making certain payments or distributions with respect to the Company’s capital stock (including dividends on or redemptions of common or preferred stock) and from making certain payments with respect to any debt securities of the Company that rank pari passu with or junior in interest to the Junior Subordinated Debentures; however, the Company will NOT be restricted from (a) paying dividends or distributions in Common Stock of the Company, (b) redeeming rights or taking certain other actions under a stockholders’ rights plan, (c) making payments under the Guarantee or (d) making purchases of Common Stock generally or related to the issuance of Common Stock or rights under any of the Company’s benefit plans for its directors, officers or employees. Further, during an Extension Period, the Company would have the ability to continue to make payments on Senior and Subordinated Debt. As of March 31, 2026, the aggregate outstanding Senior and Subordinated Debt of the Company was approximately $38.7 million. Prior to the termination of any Extension Period, the Company may further extend such Extension Period provided that such extension does not cause such Extension Period to exceed 20 consecutive quarters or to extend beyond the Stated Maturity. Upon the termination of any Extension Period and the payment of all interest then accrued and unpaid (together with interest thereon at the annual rate of 8%, compounded quarterly, to the extent permitted by applicable law), the Company may elect to begin a new Extension Period subject to the above requirements. There is no limitation on the number of times that the Company may elect to begin an Extension Period.

Tax event redemption or investment company act redemption

Upon the occurrence and during the continuation of a Tax Event or an Investment Company Event, the Company has the right to redeem the Junior Subordinated Debentures in whole (but not in part) at 100% of the principal amount together with accrued but unpaid interest to the date fixed for redemption within 90 days following the occurrence of such Tax Event or Investment Company Event and therefore cause a mandatory redemption of the Trust Preferred Securities.

A “Tax Event” means the receipt by the Company and Air T Funding of an opinion of counsel experienced in such matters to the effect that, as a result of any amendment to, or change (including any announced prospective change) in, the laws (or any regulations thereunder) of the ~~United~~U.S. ~~States~~ or any political subdivision or taxing authority thereof or therein, or as a result of any official administrative pronouncement or judicial decision interpreting or applying such laws or regulations, which amendment or change is effective or such pronouncement or decision is announced on or after the original issuance of the Trust Preferred Securities, there is more than an insubstantial risk that (i) Air T Funding is, or will be within 90 days of the date of such opinion, subject to ~~United~~U.S. ~~States~~ federal income tax with respect to income received or accrued on the Junior Subordinated Debentures, (ii) interest payable by the Company on the Junior Subordinated Debentures is not, or within 90 days of such opinion, will not be, deductible by the Company, in whole or in part, for ~~United~~U.S. ~~States~~ federal income tax purposes, or (iii) Air T Funding is, or will be within 90 days of the date of the opinion, subject to more than a de minimis amount of other taxes, duties or other governmental charges.

An “Investment Company Event” means the receipt by the Company and Air T Funding of an opinion of counsel experienced in such matters to the effect that, as a result of any change in law or regulation or a change in interpretation or application of law or regulation by any legislative body, court, governmental agency or regulatory authority, Air T Funding is or will be considered an “investment company” that is required to be registered under the Investment Company Act, which change becomes effective on or after the original issuance of the Trust Preferred Securities.

The Company may cause the Junior Subordinated Debentures to be distributed to the holders of the Trust Preferred Securities.

The Company has the right at any time to terminate Air T Funding and cause the Junior Subordinated Debentures to be distributed to the holders of the Trust Preferred Securities in liquidation of Air T Funding. Because holders of the Trust Preferred Securities may receive Junior Subordinated Debentures in liquidation of Air T Funding and because Distributions are otherwise limited to payments on the Junior Subordinated Debentures, prospective purchasers of the Trust Preferred Securities are also making an investment decision with regard to the Junior Subordinated Debentures.

There are limitations on direct actions against the Company and on rights under the guarantee.

Under the Guarantee, the Company guarantees the payment of distributions by Air T Funding and payments on liquidation of or redemption of the Trust Preferred Securities (subordinate to the right to payment of Senior and Subordinated Debt of the Company) to the extent of funds held by Air T Funding. If Air T Funding has insufficient funds to pay distributions on the Trust Preferred Securities (i.e., if the Company has failed to make required payments under the Junior Subordinated Debentures), a holder of the Trust Preferred Securities would have the right to institute a legal proceeding directly against the Company for enforcement of payment to such holder of the principal of or interest on such Junior Subordinated Debentures having a principal amount equal to the aggregate Liquidation Amount of the Trust Preferred Securities of such holder (a “Direct Action”). Except as described herein, holders of the Trust Preferred Securities will not be able to exercise directly any other remedy available to the holders of the Junior Subordinated Debentures or assert directly any other rights in respect of the Junior Subordinated Debentures.

Under the Guarantee, Delaware Trust Company will act as indenture trustee (the “Guarantee Trustee”). The holders of not less than a majority in aggregate Liquidation Amount of the Trust Preferred Securities have the right to direct the time, method and place of conducting any proceeding for any remedy available to the Guarantee Trustee in respect of the Guarantee or to direct the exercise of any trust power conferred upon the Guarantee Trustee under the Guarantee Agreement. Any holder of the Trust Preferred Securities may institute a legal proceeding directly against the Company to enforce its rights under the Guarantee without first instituting a legal proceeding against Air T Funding, the Guarantee Trustee or any other person or entity. The Trust Agreement provides that each holder of the Trust Preferred Securities by acceptance thereof agrees to the provisions of the Guarantee Agreement and the Indenture.

The covenants in the Indenture are limited.

The covenants in the Indenture are limited, and there are no covenants relating to the Company in the Trust Agreement. As a result, neither the Indenture nor the Trust Agreement protects holders of Junior Subordinated Debentures, or Trust Preferred Securities, respectively, in the event of a material adverse change in the Company’s financial condition or results of operations or limits the ability of the Company or any subsidiary to incur additional indebtedness. Therefore, the provisions of these governing instruments should not be considered a significant factor in evaluating whether the Company will be able to comply with its obligations under the Junior Subordinated Debentures or the Guarantee.

Holders of the Trust Preferred Securities will generally have limited voting rights.

Holders of the Trust Preferred Securities will generally have limited voting rights relating only to the modification of the Trust Preferred Securities and certain other matters described herein. In the event that (i) there is a Debenture Event of Default (as defined herein) with respect to the Junior Subordinated Debentures (see “Description of the Junior Subordinated Debentures -- Events of Default”), (ii) the Property Trustee fails to pay any distribution on the Trust Preferred Securities for 30 days (subject to deferral of distributions), (iii) the Property Trustee fails to pay the redemption price on the Trust Preferred Securities when due upon redemption, (iv) the Property Trustee fails to observe a covenant in the Trust Agreement for the Trust Preferred Securities for 60 days after receiving a Notice of Default, or (v) the Property Trustee is declared bankrupt or insolvent and not replaced by the Company within 60 days, the holders of a majority of the outstanding Trust Preferred Securities will be able to remove the Property Trustee and the Indenture Trustee (but not the Administrative Trustees who may only be removed by the Company as holder of the Trust's common securities).

~~Item~~Risks ~~1B. Unresolved~~Related ~~Staff~~to ~~Comments~~Rex

We may not be able to successfully integrate Rex into our operations, including our financial reporting processes, which could adversely affect our business, results of operations, and financial condition.

During the quarter ended December 31, 2025, Air T Rex completed the Acquisition of Rex. Integrating Rex into the Company involves substantial risks, including, among others: integrating financial reporting processes, policies, and internal controls; implementing consistent accounting policies and reporting timelines; integrating information technology systems; retaining key personnel; and coordinating governance, compliance, and risk management across jurisdictions. Integration activities are complex and may require significant management attention and additional costs. If we are unable to integrate Rex effectively or within anticipated timeframes, our results of operations, cash flows, and ability to timely produce accurate financial statements could be adversely affected.

Rex operates in a highly regulated industry, and failure to comply with applicable laws and regulations could materially adversely affect our business.

Rex’s operations are subject to extensive regulation and oversight, including requirements relating to safety, maintenance, training, operational performance, and consumer and other regulatory compliance. Compliance failures, safety incidents, adverse regulatory findings, operational restrictions, reputational harm, or other disruptions could result in fines, penalties, increased costs, reduced demand, and limitations on Rex’s operations, any of which could materially adversely affect our business and results of operations.

Rex’s ability to return its Saab 340 fleet to service depends on the availability of engine overhaul capacity, parts, and skilled labor, and failure to achieve fleet reactivation milestones could result in non-compliance with the Rex Regional Commitments and adverse consequences under the Commonwealth Facilities.

A significant portion of Rex’s owned Saab 340 fleet was out of service at the time of the Acquisition pending heavy maintenance and engine overhauls, and Rex’s operating plan depends on returning aircraft to service on an anticipated schedule. The fleet reactivation program requires, among other things, the timely availability of engine maintenance, repair and overhaul capacity from third-party providers, serviceable engines and parts, and licensed aircraft maintenance engineers, pilots, and other

skilled personnel, each of which is in limited supply and subject to intense competition from larger carriers. Unscheduled engine removals and other unplanned maintenance events can reduce the number of aircraft in service at any given time. In addition, the Saab 340 is no longer in production, which may constrain the long-term availability of parts, engines, and third-party support for Rex’s fleet. Under the Rex Regional Commitments associated with the Commonwealth Facilities, Rex has committed, on a commercially reasonable best-efforts basis, to operate minimum numbers of Saab 340 aircraft in accordance with an agreed schedule that increases over time and to maintain minimum weekly service levels on certain routes on which Rex is the sole operator. If Rex fails to maintain compliance with the Rex Regional Commitments and a resulting event of default occurs, interest would accrue on the Commonwealth Term Loan at 2.00% per annum, the interest rate under the New Facility Agreement would increase by 2.00% per annum during the period of non-compliance, and the Commonwealth could exercise remedies under the Commonwealth Facilities and related security arrangements, which are secured by security interests over substantially all of the assets of the Rex group. Any of these outcomes could materially adversely affect our business, financial condition, results of operations, and cash flows.

Rex derives an important portion of its revenues and network position from state government regulated route contracts and protected airport slots that are subject to periodic re-tender, renewal, or expiration, and the loss of these arrangements could adversely affect Rex’s business.

Rex operates six regulated routes in Queensland under contracts with the Queensland Department of Transport and Main Roads that expire on December 31, 2026, subject to extension options exercisable by the State, and three regulated routes in Western Australia under a deed of agreement that expires on June 30, 2028. These contracts are awarded through periodic competitive tenders, and certain of them carry government subsidy payments. There can be no assurance that Rex will retain these contracts upon re-tender or that any renewed contracts will be on terms as favorable as existing terms. In addition, Rex’s retention of certain slots at Sydney Airport used for regional services has been supported by ministerial directions to the Sydney Airport slot manager; if these protections lapse and Rex is unable to satisfy applicable slot usage requirements while portions of its fleet remain out of service, Rex could lose slots that are important to its network. The loss of regulated route contracts, reductions in government subsidies, or the loss of protected slots could materially adversely affect Rex’s revenues and results of operations and its ability to comply with the Rex Regional Commitments.

The Rex Acquisition involves risks related to voluntary administration proceedings in Australia and the DOCA structure, including uncertainties regarding liabilities, claims, obligations, and potential adverse impacts on customer and counterparty acceptance of Rex’s business following the proceedings.

The Rex Acquisition was executed pursuant to the DOCA and related transaction structure. Matters arising from voluntary administration proceedings and the DOCA may involve uncertainty regarding the identification, timing, and resolution of liabilities, claims, contingencies, and other obligations. In addition, the proceedings and the DOCA may affect perceptions of Rex among customers, suppliers, and other counterparties, and such parties may be reluctant to do business with Rex or may require more onerous commercial terms. If liabilities, claims, contingencies, or compliance obligations are greater than anticipated, if disputes arise, or if we experience delays in resolving administration-related matters, or if customer or counterparty acceptance is adversely affected, our results of operations, financial condition, and liquidity could be adversely affected.

Risks Related to Accounting and the Bargain Purchase Gain

The recognition of a bargain purchase gain could increase scrutiny by investors and regulators, and could lead to disputes regarding valuations and assumptions.

A bargain purchase gain results when the estimated fair value of net assets acquired exceeds the consideration transferred. In connection with the Rex Acquisition, the Company recognized a bargain purchase gain based on the current acquisition-date fair value determinations subject to change during the measurement period. Determining fair value involves significant judgments and estimates, including assumptions regarding future cash flows, discount rates, market multiples, and other inputs. If the valuations, assumptions, or accounting judgments used in the final purchase price allocation are challenged by investors, regulators, or other parties, our reported results, reputation, and investor perceptions could be adversely affected.

Risks Related to Foreign Operations, Currency, and Financing Exposure

A significant portion of Rex’s revenues, expenses, assets, and liabilities may be denominated in Australian dollars, and fluctuations in exchange rates could adversely affect our reported results.

To the extent Rex’s revenues, expenses, assets, and liabilities are denominated in Australian dollars, changes in exchange rates between the Australian dollar and the U.S. dollar may affect the Company’s reported revenues, expenses, and cash flows, and may create volatility in our consolidated financial statements. We may not be able to effectively mitigate currency-related impacts.

We incurred and assumed significant obligations in connection with the Rex Acquisition, including obligations related to CFA Debt, and we may require additional liquidity to support Rex’s operations.

In connection with the Rex Acquisition, we assumed CFA Debt and may require additional liquidity to support Rex’s ongoing operations. Regional airline operations can be capital intensive and may require significant working capital and liquidity to fund operating expenses and other obligations. If Rex’s cash flows are insufficient to support operations and obligations as they come due, we may need to obtain additional financing or other sources of liquidity. There can be no assurance that additional financing will be available on acceptable terms, if at all. Our inability to access liquidity could materially adversely affect our results of operations and financial condition.

Rex’s operating costs and revenues may be subject to volatility, and Rex may not be able to offset cost increases or revenue decreases through pricing or other measures.

Rex may be exposed to volatility in certain operating costs and revenues that can be difficult to predict and mitigate. In particular, jet fuel is one of Rex’s largest operating costs; jet fuel prices are volatile, are influenced by global crude oil prices, refining margins, and geopolitical events, and are denominated in U.S. dollars. Rex does not currently hedge its fuel price or related currency exposure, and certain competitors that maintain fuel hedging programs may have a relative cost advantage during periods of elevated fuel prices. If Rex is unable to offset increases in operating costs through pricing, surcharges, cost reductions, or other measures, or if Rex is unable to mitigate revenue decreases through pricing, volume, or other initiatives, its operating results could be adversely affected, which could materially adversely affect the Company’s consolidated results.

A substantial portion of Rex's workforce is represented by labor unions under Enterprise Agreements, and labor disputes, work stoppages, or unsuccessful negotiations of replacement agreements could disrupt Rex's operations and adversely affect our business and results of operations.

As of March 31, 2026, approximately 739 of Rex's 969 employees, or approximately 76% of Rex's workforce, were covered by one of five Enterprise Agreements ("EBAs") negotiated under the Australian Fair Work Act 2009 with the Transport Workers Union, the Australian Services Union / United Services Union, the Australian Licensed Aircraft Engineers Association, the Flight Attendants Association of Australia, and the Australian Federation of Air Pilots. Rex's pilots, flight attendants, aircraft engineers, network operations and call center personnel, and ground services personnel are each represented by one of these unions.

As of March 31, 2026, two of Rex's five EBAs — the Airline Collective Agreement covering ASU/USU-represented employees, and the Aircraft Engineers Agreement covering ALAEA-represented employees — had passed their nominal expiry dates and remained in effect pending the approval of replacement agreements. In-principle agreements to replace each of those EBAs had been reached and were in drafting at the date of this Report, but no assurance can be given that either replacement agreement will be approved by the Fair Work Commission on the contemplated terms or within the contemplated timeframe. In addition, the Pilots' Agreement covering AFAP-represented pilots has a nominal expiry date of June 30, 2026, and negotiations for a replacement agreement had commenced as of the date of this Report.

If Rex is unable to negotiate replacement EBAs on acceptable terms, or if Rex experiences a labor dispute, strike, work stoppage, slowdown, or other industrial action involving any of its represented employee groups, Rex's ability to operate flights on its scheduled routes and to meet its obligations to passengers, customers, and counterparties (including under the Commonwealth Facility Agreement and related Rex Regional Commitments) could be materially impaired. Pilots, aircraft engineers, and flight attendants are highly specialized and difficult to replace, and Rex may not be able to recruit replacement personnel quickly or on acceptable terms in the event of any extended labor disruption. Any of these outcomes could materially adversely affect our business, financial condition, results of operations, cash flows, and reputation.

Wage escalations and other cost-of-living adjustments under Rex's Enterprise Agreements could increase Rex's operating costs, and Rex may not be able to fully offset those increases through pricing or other measures.

Each of Rex's EBAs provides for scheduled annual wage increases over the term of the agreement, with a contractual catch-up mechanism that applies the greater of the Australian Consumer Price Index or the applicable industry Award Percentage, up to a stated ceiling. Inflationary conditions in Australia, including Australian CPI levels that have at times exceeded the contractual floor, could result in wage increases at or near the contractual ceiling for one or more agreements. In addition, certain replacement EBAs that were approved in the period leading up to and shortly after our fiscal year end include enhancements

beyond base-salary increases, including, in the case of the ALAEA Aircraft Engineers Agreement, increased overtime payments and additional leave for seven-day shift workers.

Labor costs represent a significant portion of Rex's total operating costs. If Rex is unable to fully offset increased labor costs through ticket pricing, cost reductions in other areas, productivity improvements, or other measures, including under the route-and-service commitments associated with the Commonwealth Facility Agreement, Rex's operating margins, cash flows, and results of operations could be adversely affected, which could in turn adversely affect the Company's consolidated results.

Item 1B. Unresolved Staff Comments.

Not applicable.

Item 1C. Cybersecurity.

Cybersecurity Risk Management and Strategy

To effectively prevent, detect, and respond to cybersecurity threats, the Company employs a multi-faceted cybersecurity risk management program supervised by our ~~Senior~~Vice ~~Director~~President, of Technology ~~Infrastructure and Operations ("Sr Director of Tech")~~, who reports directly to our CEO. The SrVice ~~Director~~President, ofTechnology ~~Tech~~ is responsible for leading our enterprise cybersecurity strategy. This responsibility includes establishing processes designed to prevent and monitor potential cybersecurity risks, assessing potential cybersecurity incidents, implementing mitigation measures, and maintaining the cybersecurity program itself. We do this so that we can continuously enhance our cybersecurity capabilities and strengthen our defensive posture.

Our capabilities, processes, and other security measures also include, without limitation:

•Endpoint Detection and Response software, which monitors for malicious activities on external-facing endpoints (computers, servers, etc.).

•Managed Detection and Response partnership with a third-party security firm, which monitors these endpoints on a continual basis.

•Cloud monitoring, running on primary public and private cloud environments.

•Disaster recovery and incident response plans, including a ransomware response plan.

•Training for all personnel with access to digital assets.

Cybersecurity risk management is an integral part of overall enterprise risk management. As part of its enterprise risk management efforts, the Board of Directors meets with the executive leadership team to assess and respond to critical business risks. These assessments include a review of our cybersecurity programs, as well as an overview of trending cyber threats based on industry intelligence and potential mitigation strategies. Performing these assessments regularly enables the Company to determine key business objectives and the IT assets and capabilities needed to achieve them. In addition, the assessments also provide the executive leadership and the Board of Directors an understanding of the Company’s security landscape and allows it to prepare to respond to threats. Cybersecurity threats continue to be identified as one of the Company’s significant risks, with our SrVice ~~Director~~President, ofTechnology ~~Tech~~ assigned as the risk owner. Our SrVice ~~Director~~President, ofTechnology ~~Tech~~ has developed expertise in cybersecurity and compliance, enterprise architecture and road mapping, data analytics and customer service through his twenty years of experience in the information technology space. He holds a Bachelor's degree from the University of North Carolina, Charlotte.

Governance

The Board of Directors has delegated primary responsibility for the oversight of cybersecurity and information technology risks, and the Company’s preparedness for these risks, to the Audit Committee. The Audit Committee serves and functions as the Board of Directors' primary oversight body to monitor the Company’s cybersecurity and related information technology risks. The Audit Committee receives periodic updates from the SrVice ~~Director~~President, ofTechnology ~~Tech~~ on the Company’s policies, processes, procedures, and any significant development related to the identification, mitigation and remediation of cybersecurity risks. The Audit Committee ensures that the SrVice ~~Director~~President, ofTechnology ~~Tech~~ provides to the Board of Directors annual updates on our cybersecurity and information technology risk. These annual updates include topics related to our cybersecurity programs and mitigation strategies, trends in cybersecurity, and other cybersecurity-related developments.

2833

We may engage third-party advisors to monitor threats and ~~information~~to ~~technology~~scan ~~risk~~for vulnerabilities. ~~These~~When ~~annual~~a ~~updates~~cybersecurity ~~include~~threat ~~topics~~or ~~related~~incident is identified by our third-party advisor, it is reported directly to our ~~cybersecurity~~Vice ~~programs~~President, Technology. The Vice President, Technology in conjunction with professionals throughout the organization, including information technology specialists, accountants, and ~~mitigation~~lawyers, ~~strategies~~determine severity and response, ~~trends~~then manage it to conclusion in accordance with our cybersecurity incident response processes. We may engage third party advisors as part of our incident response processes to assist with digital forensics among other efforts. The Vice President, Technology, together with the cross-functional team, report material or potentially material incidents to our executive leadership and ~~other~~the Audit Committee. The Vice President, Technology provides further updates regarding root causes and remediation efforts. In the event the Company determines it has experienced a material cybersecurity~~-related~~ ~~developments~~incident, the Board of Directors is notified.

We may engage third-party advisors to monitor threats and to scan for vulnerabilities. When a cybersecurity threat or incident is identified by our third-party advisor, it is reported directly to our Sr Director of Tech. The Sr Director of Tech in conjunction with professionals throughout the organization, including information technology specialists, accountants, and lawyers, determine severity and response, then manage it to conclusion in accordance with our cybersecurity incident response processes. We may engage third party advisors as part of our incident response processes to assist with digital forensics among other efforts. The Sr Director of Tech, together with the cross-functional team, report material or potentially material incidents to our executive leadership and the Audit Committee. The Sr Director of Tech provides further updates regarding root causes and remediation efforts. In the event the Company determines it has experienced a material cybersecurity incident the Board of Directors is notified.

In an effort to deter and detect cyber threats, we engage a third-party service provider to periodically provide all employees with a data protection and cybersecurity awareness training program, which covers timely and relevant topics, including phishing, password protection, confidential data protection, asset use and mobile security, and further educates employees on the importance of and process for reporting all potential incidents immediately.

The Company continuously monitors the risk associated with its third-party service providers. The Company mandates that our key third-party service providers undergo an annual SOC 1 audit, which ~~assist~~assists in identifying risks from cybersecurity threats. In cases where a waiver is granted, the Company ensures that alternative measures are in place to maintain rigorous oversight. The Company reviews all ~~SOC1~~SOC 1 audit reports to ensure our third-party service providers are maintaining adequate IT security and business process controls. This review process is part of our commitment to confirming that these third-party service providers are safeguarding our operations and data integrity.

We have not identified any cybersecurity threats during the last two fiscal years that have materially affected or are reasonably likely to materially affect our business strategy, results of operations, or financial condition. Please refer to our Risk Factors in Item 1A for more information on the risks associated with cybersecurity attacks.

Item 2. Properties.

The Company owns ~~approximately~~5 ~~4.626~~ acres and a 13,000 square foot office building in Denver, North Carolina, which houses the operations of MAC, and a 55,000 square foot office building in St. Louis Park, Minnesota that is partially leased to tenants and is the location of the Company's Minnesota executive office. The Company leases ~~approximately 4~~5,~~900~~000 square feet of office space in Charlotte, North Carolina to accommodate Air T's operations. The lease ~~commenced on July 1, 2023 and~~ will expire on November 30, 2028 with the option to extend the lease for one additional three year term.

The Company leases ~~approximately 1~~2,~~950~~000 square feet of office space and ~~approximately 4~~5,~~800~~000 square feet of hangar space at the Ford Airport in Iron Mountain, Michigan. CSA’s operations are headquartered at these facilities which are leased from a third party under an annually renewable agreement.

The Company leases ~~approximately~~ 53,000 square feet of aan ~~66,000 square foot~~ aircraft maintenance facility located in Kinston, North Carolina under an agreement that extends through January 2028, with the option to extend the lease for three additional five-year periods thereafter. The rental rate under the lease increases by increments for each of the five-year renewal periods.

~~GGS~~The Company leases ~~a 112~~21,~~500~~000 square ~~foot~~feet ~~production~~of ~~facility~~hangar inspace ~~Olathe,~~at ~~Kansas.~~Rafael ~~The~~Hernández ~~facility~~Airport ~~is leased from a third party under a lease agreement, which expired~~ in ~~August~~Puerto ~~2024~~Rico. OnThe ~~June 6th, 2024, GGS entered into an agreement to extend the current~~ lease ~~for~~expires anon ~~additional five years through~~ August 31, 2029.

AsGGS ofleases ~~March 31,~~a ~~2025~~113,000 ~~the~~square ~~Company~~foot ~~leased~~production ~~hangar,~~facility ~~maintenance~~in ~~and~~Olathe, ~~office~~Kansas. ~~space~~The ~~from~~lease ~~third~~expires ~~parties~~on atAugust ~~a variety of other locations~~31, ~~at prevailing market terms~~2029.

Contrail leases a 21,000 square foot facility in Verona, Wisconsin. ~~This is a lease~~ from a related party. See Note 1314 “Related Party Matters” of Notes to Consolidated Financial Statements included under Part II, Item 8 of this report. ~~This~~The lease expires on July 17, 2026. ~~Contrail~~On ~~also~~May ~~leases a 1~~7,~~453~~ ~~square foot office space in Denver, Colorado. The lease was a 60 month lease that extended through June~~ 2026~~. As part of the formation of Crestone and transition of certain Contrail's employees to Crestone~~, Contrail ~~terminated~~entered ~~this~~into ~~lease~~an ~~prior~~agreement to ~~its~~extend ~~expiration~~the incurrent ~~2026. Crestone entered into a~~ lease ~~agreement~~for ofan aadditional ~~1,663~~three ~~square~~years ~~foot~~through ~~office~~June ~~space in Glendale~~30, ~~Colorado on September 1~~2029, ~~2022.~~with Onthe ~~January~~option 1,to ~~2024,~~extend ~~Crestone~~the ~~entered~~lease ~~into~~for antwo ~~amended~~additional ~~lease~~one-year periods thereafter.

29CAM leases 4,000 square feet of office space located in Glendale, Colorado. The lease expires in August 2027.

~~agreement~~Jet ~~which~~Yard ~~terminated~~leases 49 acres of land from Pinal County at the ~~1,663~~Pinal ~~square~~Air ~~foot~~Park ~~office~~in ~~space~~Marana, ~~and~~Arizona. ~~leased~~The ~~new~~lease ~~premises~~expires ofin 3May 2046,~~698~~ ~~square~~though ~~feet~~Jet Yard has an option to renew the lease for an additional 30-year period (though approximately 3 acres of ~~office~~the ~~space~~leased ~~located~~premises inmay ~~Glendale,~~be ~~Colorado~~terminated by Pinal County upon 90 days’ notice). The ~~amended~~lease agreement permits Pinal County to terminate the lease ~~expires~~if Jet Yard fails to make substantial progress toward the construction of facilities on the leased premises in ~~August~~phases ~~2027~~in accordance with a specified timetable. On May 27, 2020, Pinal County and Jet Yard entered into the first amendment to the lease agreement in which Pinal County agreed to the terms of Jet Yard's ground hardening civil improvement project ("ground

Jet Yard leases approximately 48.5 acres of land from Pinal County at the Pinal Air Park in Marana, Arizona. The lease expires in May 2046, though Jet Yard has an option to renew the lease for an additional 30-year period (though the lease to a 2.6-acre parcel of the leased premises may be terminated by Pinal County upon 90 days’ notice). The lease agreement permits Pinal County to terminate the lease if Jet Yard fails to make substantial progress toward the construction of facilities on the leased premises in phases in accordance with a specified timetable. On May 27, 2020, Pinal County and Jet Yard entered into the first amendment to the lease agreement in which Pinal County agreed to the terms of Jet Yard's ground hardening civil improvement project ("ground hardening improvements") on areas under lease to improve its aircraft parking facilities. Starting in fiscal 2021, Jet Yard subleased the aforementioned lease along with the ground hardening improvements to Jet Yard Solutions. 34

~~DSI~~hardening ~~leases~~improvements") ~~12,206~~on ~~square~~areas ~~feet~~under oflease ~~space~~to inimprove aits ~~building~~aircraft ~~located~~parking facilities. Starting in ~~Mississauga~~fiscal 2021, ~~Canada.~~Jet ~~The~~Yard subleased the aforementioned lease ~~expires~~along onwith ~~July~~the ~~31,~~ground ~~2028~~hardening improvements to Jet Yard Solutions.

~~Worthington~~DSI ~~and~~leases ~~AirCo lease a 41~~12,~~280~~000 square- feet ~~facility~~of inspace ~~Eagan, Minnesota. The lease for this facility expires~~ in ~~April 2027. Worthington has~~ a ~~lease~~building inlocated ~~Tulsa, Oklahoma, which is 22,582 square feet and expires~~ in ~~January 2027. Additionally~~Mississauga, ~~Worthington also has two facility leases in Australia: Unit E3 is 1,195 square feet and Unit B5 is 1,442 square feet~~Canada. The lease ~~for~~expires ~~Unit~~on ~~E3's~~July ~~lease~~31, ~~expired in April 2025 and was not renewed~~2028. ~~The lease for Unit B5A's lease was renewed and extended until April 2029.~~

~~WASI~~Worthington ~~subleases~~and ~~approximately~~AirCo 53lease 42,~~500~~000 square feet of ~~land~~a ~~and~~facility ~~facilities~~in ~~located at Branson National Airport~~Eagan, ~~Springfield, Missouri~~Minnesota. The lease ~~expires on January 30, 2028 with an option to renew~~ for ~~two~~this ~~additional~~facility ~~and~~expires ~~consecutive~~in ~~five~~April ~~year~~2027. ~~terms~~Worthington ~~plus~~has ana ~~additional~~lease ~~and~~in ~~consecutive~~Tulsa, ~~term ending on May 5~~Oklahoma, ~~2039.~~which ~~WASI~~is ~~also~~approximately ~~leased an additional 2~~23,000 square feet ofand ~~hangar~~expires ~~space~~in ~~that expired on~~ January ~~30, 2025 with no option to renew~~2027.

WASI subleases 54,000 square feet of land and facilities located at Branson National Airport, Springfield, Missouri. The lease expires on January 30, 2028 with an option to renew for two additional and consecutive five year terms plus an additional and consecutive term ending on May 5, 2039.

Rex leases office space totaling 3,000 square meters in Mascot, New South Wales, Australia. The lease expires on June 30, 2026 with an option to renew for one additional two year term. In February 2026, Rex entered into a new lease for office space totaling 1,000 square meters in Mascot, New South Wales, Australia, commencing on June 1, 2026. The lease has a term of seven years, with an option to renew for one additional five-year term. Rex owns freehold land, buildings and training facilities at Wagga Wagga, New South Wales, which serve as the campus of AAPA’s Wagga Wagga academy and Rex’s heavy maintenance base, and owns freehold training facilities in Ballarat, Victoria, used by AAPA’s Ballarat campus. Rex also leases hangar, terminal, office and other operational space at airports across its network, including at Sydney and Adelaide airports, at prevailing market terms.

As of March 31, 2026, the Company leased hangar, maintenance and office space from third parties at a variety of other locations, at prevailing market terms.

Item 3. Legal Proceedings.

The Company and its subsidiaries are subject to legal proceedings and claims that arise in the ordinary course of their business. We believe that our current proceedings will not have a material adverse effect on our financial condition, liquidity or results of operations. We record a liability when a loss is considered probable, and the amount can be reasonably estimated.

Item 4. Mine Safety Disclosures.

Not applicable.

PART II

Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.

The Company’s common stock is publicly traded on the NASDAQ Capital Market under the symbol “AIRT.”

As of March 31, ~~2025~~2026, the approximate number of holders of record of the Company’s ~~Common~~common ~~Stock~~stock was ~~149~~140.

The Company has not paid any cash dividends since 2014.

On May 14, 2014, the Company announced that its Board of Directors had authorized a program to repurchase up to 750,000 shares (adjusted to 1,125,000 shares after the stock split on June 10, 2019) of the Company’s common stock from time to time on the open market or in privately negotiated transactions, in compliance with SEC Rule 10b-18, over an indefinite period. The Company purchased 701,~~756~~264 shares pursuant to this authorization during the fiscal year ended March 31, ~~2025~~2026. As of March 31, 2026, 750,964 shares may be repurchased pursuant to this program.

The equity compensation plan information called for by Item 201(d) of Regulation S-K is set forth in Item 12 “Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters” of Part III of this report under the heading “Equity Compensation Plan Information”.Purchases of shares of Common Stock during the fourth quarter are described below:

~~Purchases of shares of Common Stock during the fourth quarter are described below:~~35


Dates of Shares Purchased	Total Number of Shares Purchased	Average Price Paid per Share		Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs	Maximum Number of Shares that May Yet Be Purchased Under the Plans or Programs
Jan 1 - Jan 31, 2026	—	$	—	—	752,228
Feb 1 - Feb 28, 2026	—	$	—	—	752,228
Mar 1 - Mar 31, 2026	1,264	$	22.00	1,264	750,964

Dates ofShares Purchased	Total Number ofShares Purchased	Average PricePaid per Share		Total Number of SharesPurchased as Part ofPublicly AnnouncedPlans or Programs	Maximum Number ofShares that May Yet BePurchased Under thePlans or Programs
Jan 1 - Jan 31, 2025	16,343	$	19.99	16,343	775,505
Feb 1 - Feb 28, 2025	12,065	$	20.16	12,065	763,440
Mar 1 - Mar 31, 2025	11,212	$	18.09	11,212	752,228

As of March 31, 2026, the Company did not sell any equity securities within the past three years that were not registered under the Securities Act.

As of March 31, 2025, the Company did not sell any equity securities within the past three years that were not registered under the Securities Act.

Item 6. [Reserved]

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

Overview

Air T, Inc. (the “Company,” “Air T,” “we” or “us” or “our”) is a holding company with a portfolio of operating businesses and financial assets. Our goal is to prudently and strategically grow Air T's earnings power, compounding its free-cash-flow per share over time.

We currently operate in ~~four~~five industry segments:

•Overnight air cargo, which operates in the air express delivery services industry;

•Ground support equipment, which manufactures and provides mobile deicers and other specialized equipment products to passenger and cargo airlines, airports, the military and industrial customers;

•Commercial aircraft, engines and parts, which manages and leases aviation assets; supplies surplus and aftermarket commercial jet engine components; provides commercial aircraft disassembly/part-out services; commercial aircraft parts sales; procurement services and overhaul and repair services to airlines ~~and~~;

•Digital solutions, which develops and provides digital aviation and other business services to customers within the aviation industry to generate recurring subscription revenues; and

~~Effective~~On asDecember of18, ~~the fourth quarter of fiscal year~~ 2025, wethe ~~renamed~~Company ~~our~~introduced ~~ground~~a ~~equipment~~new ~~sales~~reportable segment, toregional ~~ground~~airline. ~~support~~This ~~equipment~~new ~~and~~segment ~~renamed~~includes ~~our~~all ~~commercial~~reportable ~~jet~~activities ~~engines~~of ~~and~~the ~~parts~~Company's ~~segment~~most torecent ~~commercial aircraft~~acquisition, ~~engines~~Regional ~~and~~Express ~~parts~~Holdings toPty ~~better~~Ltd ~~align~~("Rex"), ~~the~~as ~~descriptions~~discussed ofin ~~the~~Note ~~segments with their activities~~2.

~~Additionally,~~Each webusiness ~~have elected to separately disclose the digital solutions~~ segment tohas ~~better~~separate ~~align~~management ~~our~~teams ~~financial~~and ~~statement~~infrastructures ~~presentation~~that ~~with~~offer adifferent ~~key~~products ~~long-term~~and ~~growth~~services. ~~area~~We ~~for~~evaluate the ~~Company.~~performance ~~Digital solutions was previously classified as part~~ of ~~insignificant~~our business ~~activities.~~segments Asbased aon ~~result~~operating ofincome ~~this~~(loss) ~~change, prior period segment information has been recast to conform to our current presentation in our financial statements~~ and ~~related~~Adjusted ~~notes included Item 8 of this report~~EBITDA.

~~Each~~Recent reportable segment has separate management teams and infrastructures that offer different products and services. We evaluate the performance of our reportable segments based on operating income (loss) and Adjusted EBITDA. Events

~~Unconsolidated~~On ~~Investments~~December 18, 2025, the Company, through its indirect wholly owned subsidiary Air T Rex Acquisition, Inc., completed the Acquisition of all of the outstanding capital stock of Rex. The Acquisition was completed pursuant to a share purchase agreement in the context of Rex’s voluntary administration proceedings in Australia, which commenced on July 30, 2024, and the related Deed of Company Arrangement ("DOCA") process. The Acquisition represents a significant transaction for the Company and is expected to meaningfully affect the Company’s business, including expanding the Company’s operating footprint into Australia and adding a regulated regional airline operation to the Company’s portfolio. The Company expects that

The Company has an ownership interest in Crestone Asset Management, LLC. The operations of CAM are not consolidated into the operations of the Company. See Note 9 and Note 21 of Notes to Consolidated Financial Statements included under Part II, Item 8 of this report.36

31integrating Rex will require significant management attention and the coordination of operational oversight, safety and regulatory compliance, governance, and financial reporting processes and controls across jurisdictions, and may involve additional costs and complexity.

~~The~~Rex’s ~~Company~~results ~~also~~of ~~has~~operations ~~ownership~~have ~~interests~~been included in ~~Lendway~~the ~~and~~Company’s ~~CCI~~consolidated financial statements only for the period from December 18, 2025 through March 31, 2026. ~~The~~As ~~operations~~a result, the Company’s operating results for the year ending March 31, 2026 reflect only a short stub period of ~~these~~Rex ~~companies~~operations ~~are~~and do not ~~consolidated~~reflect ~~into~~ the ~~operations~~full-period impact of the Acquisition on the Company.’s ~~See~~operating ~~Note~~results, 9cash offlows, ~~Notes~~or financial condition, and period-to-period ~~Consolidated~~comparisons ~~Financial~~may ~~Statements~~not ~~included~~be ~~under~~indicative ~~Part~~of ~~II,~~the ~~Item~~ongoing 8operating results of ~~this~~Rex ~~report~~or the combined Company in future periods.

The Company ~~additionally~~recognized ~~has~~a ~~ownership~~$111.2 ~~interests~~million non-cash bargain purchase gain in ~~other~~fiscal ~~smaller~~2026 ~~entities~~based ~~that~~on ~~are~~the ~~not~~current ~~consolidated~~purchase ~~into~~price allocation for the ~~operations~~Rex Acquisition on December 18, 2025. The gain reflects the excess of the ~~Company~~acquisition-date fair value of the net assets acquired over the consideration transferred and ~~included~~is insubject to change over the ~~disclosure~~measurement inperiod. The bargain purchase gain does not represent cash generated by Rex or operating income from Rex’s business. See “Non-Operating Income (Expense)” below and Note 92 of Notes to Consolidated Financial Statements included under Part II, Item 8 of this report.

Unconsolidated Investments.

The Company has ownership interest in Crestone Asset Management, LLC, formerly known as Contrail Asset Management LLC, an aircraft capital joint venture called Crestone JV II LLC, formerly known as Contrail JV II LLC, Blue Crest Aviation Partners 2025-01 ("BCAP"), Bloomia Holdings, Inc. - NASDAQ: TULP ("Bloomia"), formerly known as Lendway, Inc. ("Lendway"), Cadillac Casting, Inc. ("CCI") and other smaller entities. The operations of these companies are not consolidated into the operations of the Company. See Note 10 of Notes to Consolidated Financial Statements included under Part II, Item 8 of this report.

BCAP launched in August 2025 as a joint venture to acquire mid-life commercial jet aircraft in lease back transactions with airlines around the world. BCAP leverages Air T's wider network of aviation services through CAM as the asset manager.

Bloomia is one of the largest producers of fresh-cut tulips in the United States, growing over 75 million stems annually for wholesale to retail stores.

CCI is an industry leader in ductile iron castings and major high-volume supplier of engineered cast metal components, primarily serving major automakers. The company makes products such as engine exhaust manifolds, steering knuckles, and other cast components, primarily for the auto industry. As a full-service foundry, its work spans from initial design and prototyping all the way through the full product lifecycle.

Forward Looking Statements

Certain statements in this Report, including those contained in “Overview,” are “forward-looking” statements within the meaning of the Private Securities Litigation Reform Act of 1995 with respect to the Company’s financial condition, results of operations, plans, objectives, future performance and business. Forward-looking statements include those preceded by, followed by or that include the words “believes”, “pending”, “future”, “expects,” “anticipates,” “estimates,” “depends” or similar expressions. These forward-looking statements involve risks and uncertainties. Actual results may differ materially from those contemplated by such forward-looking statements, because of, among other things, potential risks and uncertainties, such as:

•An inability to finance our operations through bank or other financing or through the sale or issuance of debt or equity securities;

•Economic and industry conditions in the Company’s markets;

•The risk that contracts with FedEx Corporation (“FedEx”) could be terminated or adversely modified;

•The risk that the number of aircraft operated for FedEx ~~will~~is be reduced;

•The risk that GGS customers will defer or reduce significant orders for deicing equipment;

•The impact of any terrorist activities or armed conflict on ~~United~~U.S. ~~States~~ soil or abroad;

•Changes in U.S. and foreign trade regulations and tariffs;

•The Company’s ability to manage its cost structure for operating expenses, or unanticipated capital requirements, and match them to shifting customer service requirements and production volume levels;

•The Company's ability to meet debt service covenants and to refinance existing debt obligations;

•The risk of injury or other damage arising from accidents involving the Company’s overnight air cargo operations, equipment or parts sold and/or services provided;

•Market acceptance of the Company’s commercial and military equipment and services;

•Competition from other providers of similar equipment and services;

•Changes in government regulation and technology;

•The risk that we may not successfully integrate Rex (including financial reporting, systems, and personnel), which could adversely affect our results and reporting;

•The risk that Rex’s revenues and operating costs may be volatile or unpredictable and that we may be unable to offset cost increases or revenue decreases through pricing, surcharges, cost reductions, or other measures, which could adversely affect our results;

•The risk that Rex may be unable to return aircraft to service on anticipated timelines, to retain regulated route contracts and protected airport slots, or to maintain compliance with the Rex Regional Commitments under the Commonwealth Facilities;

•The risk that the bargain purchase gain recognized in connection with the Rex acquisition may increase scrutiny by investors, regulators, creditors, or other parties regarding the valuation assumptions and accounting judgments used in determining the purchase price allocation and bargain purchase gain;

•The risk that Rex’s operations are subject to extensive regulation and oversight and that compliance failures or adverse regulatory actions could materially harm our business and results;

•The risk that the Rex transaction structure, including the Australian DOCA/administration process, could result in unexpected liabilities, claims, or delays that could materially harm our results and liquidity;

•Changes in the value of marketable securities held as investments;

•Mild winter weather conditions reducing the demand for deicing equipment;

•Market acceptance and operational success of the Company’s aircraft asset management business and related aircraft capital joint venture; and

•Despite our current indebtedness levels, we and our subsidiaries may still be able to incur substantially more debt, which could further exacerbate the risks associated with our substantial leverage.

AWe ~~forward-looking~~also ~~statement~~wish isto ~~neither~~caution ainvestors ~~prediction~~that ~~nor~~other afactors ~~guarantee~~might ofin the future ~~events~~prove orto ~~circumstances,~~be ~~and~~important ~~those~~in ~~future~~affecting ~~events~~our orresults ~~circumstances~~of ~~may~~operations. ~~not~~New ~~occur~~factors emerge from time to time. WeIt ~~are~~is ~~under~~not nopossible ~~obligation,~~for ~~and~~management weto ~~expressly~~predict ~~disclaim~~all ~~any~~of ~~obligation~~such factors, tonor ~~update~~can it assess the impact of each such factor on the business or ~~alter~~the ~~any~~extent ~~forward-looking~~to ~~statements,~~which ~~whether~~any asfactor, or a ~~result~~combination of ~~new information~~factors, ~~future~~may ~~events~~cause oractual ~~otherwise~~results to differ materially from those contained in any forward-looking statements.

We undertake no obligation to update publicly or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

Results of Operations

Fiscal ~~2025~~2026 vs. ~~2024~~2025

~~Consolidated~~Operating revenue increased by $5.0 million (2%) to $291.9 million for the fiscal year ended March 31, 2025 compared to the prior fiscal year. Following is a table detailing revenue for the Company's four segments and Corporate and other (after elimination of intercompany transactions), in thousands:Revenue

32Consolidated revenue increased by $35.2 million (12%) to $327.1 million for the fiscal year ended March 31, 2026 compared to the prior fiscal year. Growth was driven by the inclusion of approximately one quarter of operations of Rex following its acquisition on December 18, 2025, strong demand in ground support equipment, and gains across overnight air cargo and digital solutions, partially offset by a decline in our commercial aircraft, engines and parts segment revenue, reflecting the adjustment of Contrail's trading activity from an elevated prior-year baseline.

	Year Ended March 31,				Change
	2025		2024
Overnight Air Cargo	$	124,031	$	115,546	$	8,485	7	%
Ground Support Equipment	38,940		37,168		1,772		5	%
Commercial Aircraft, Engines and Parts	118,215		125,535		(7,320)		(6)	%
Digital Solutions	7,268		5,783		1,485		26	%
Segments total	288,454		284,032		4,422		2	%
Corporate and Other	3,396		2,802		594		21	%
Total	$	291,850	$	286,834	$	5,016	2	%

The following table details revenue for our five segments, gross of intercompany (in thousands):

Revenues from the overnight air cargo segment increased by $8.5 million (7%) compared to the prior fiscal year, principally attributable to higher labor revenues, increase in admin fees and higher FedEx pass through revenues due to higher billable hours for maintenance. Pass-through costs under the dry-lease agreements with FedEx totaled $39.9 million and $36.4 million for the years ended March 31, 2025 and 2024, respectively.38

The ground support equipment segment contributed approximately $38.9 million and $37.2 million to the Company’s revenues for the fiscal years ended March 31, 2025 and 2024, respectively, representing a $1.7 million (5%) increase in the current fiscal year. The increase was primarily driven by an increase in spare part sales and support services provided to customers while deicer sales increased slightly. At March 31, 2025, the ground support equipment segment’s order backlog was $14.3 million compared to $12.6 million at March 31, 2024.


	Year Ended March 31,				Change
	2026		2025
Mountain Air Cargo, Inc.	$	101,487	$	101,705	$	(218)	—	%
CSA Air, Inc.	13,945		14,283		(338)		(2)	%
Worldwide Aircraft Services, Inc.	11,761		8,923		2,838		32	%
Royal Aircraft Services, LLC	1,494		—		1,494		Newly Acquired May 15, 2025
Overnight Air Cargo	128,687		124,911		3,776		3	%
Contrail Aviation Support, LLC	30,934		70,376		(39,442)		(56)	%
AirCo, LLC, AirCo 1, LLC, AirCo 2, LLC and AirCo Services, LLC	2,160		3,257		(1,097)		(34)	%
Worthington Aviation, LLC	41,042		33,279		7,763		23	%
Jet Yard, LLC and Jet Yard Solutions, LLC	9,506		7,032		2,474		35	%
Air'Zona Aircraft Services, Inc.	1,659		2,088		(429)		(21)	%
Landing Gear Support Services, Inc.	4,608		3,380		1,228		36	%
Commercial Aircraft, Engines and Parts	89,909		119,412		(29,503)		(25)	%
Global Ground Support, LLC	47,185		38,940		8,245		21	%
Ground Support Equipment	47,185		38,940		8,245		21	%
Ambry Hill Technology, LLC	937		940		(3)		—	%
WorldACD Market Data B.V.	8,160		6,328		1,832		29	%
Digital Solutions	9,097		7,268		1,829		25	%
Regional Express Holdings Pty Ltd	55,314		—		55,314		Newly Acquired December 18, 2025
Regional Airline	55,314		—		55,314		Newly Acquired December 18, 2025
Reportable segments total	330,192		290,531		39,661		14	%
Corporate and Other	5,074		3,570		1,504		42	%
Intersegment eliminations	(8,176)		(2,251)		(5,925)		263	%
Consolidated Air T, Inc.	$	327,090	$	291,850	$	35,240	12	%

~~The~~Overnight ~~commercial~~Air aircraft, engines and parts segment contributed $118.2 million of revenues in fiscal year ended March 31, 2025 compared to $125.5 million in the prior fiscal year which is a decrease of $7.3 million (6%). The decrease was primarily driven by a lower supply of whole assets available to purchase for tear-down or resale in an increasingly competitive market, further exacerbated by aircraft operators keeping older aircraft in operation for longer than they have in the past.Cargo

~~The~~Revenues ~~digital~~from ~~solutions~~the ~~segment~~overnight ~~contributed~~air ~~$7.3~~cargo ~~million~~segment offor ~~revenues in~~ the fiscal year ended March 31, ~~2025~~2026 ~~compared~~increased toby $53.8 million ~~in the prior fiscal year which is an increase of $1.5 million~~ (263%). ~~The~~compared ~~increase is primarily due~~ to ~~increased~~the ~~software~~prior ~~subscriptions~~fiscal ~~driven by continued acquisition of new and recurring customers~~year.

~~Following~~The isincrease was driven by WASI and Royal. Royal was a ~~table~~new ~~detailing~~acquisition ~~operating~~in ~~income~~May ~~(loss)~~2025, ~~for~~driving ~~the~~an ~~Company's~~additional ~~four~~$1.5 ~~segments~~million ~~and~~in ~~Corporate~~revenue ~~and~~with ~~other,~~no ~~net~~prior-year comparable. WASI experienced an increase in revenue of ~~intercompany~~$2.8 ~~during~~million, ~~Fiscal~~driven ~~2025~~by increases in labor revenue from expanded third-party maintenance activity and ~~Fiscal~~project-based ~~2024~~revenue. ~~(in~~Revenues ~~thousands):~~at MAC and CSA remained relatively consistent with the prior year.

	Year Ended March 31,				Change
	2025		2024
Overnight Air Cargo	$	6,251	$	6,765	$	(514)
Commercial Aircraft, Engines and Parts	7,116		4,169		2,947
Ground Support Equipment	(1,210)		(1,553)		343
Digital Solutions	(1,064)		(661)		(403)
Segments total	11,093		8,720		2,373
Corporate and Other	(9,185)		(7,456)		(1,729)
Total	$	1,908	$	1,264	$	644

Commercial Aircraft, Engines and Parts

~~Consolidated~~The ~~operating~~commercial ~~income~~aircraft, ~~for~~engines and parts segment contributed $89.9 million of revenues in the fiscal year ended March 31, ~~2025~~2026 ~~was~~compared to $1119.94 million ~~compared~~in tothe ~~consolidated~~prior ~~operating~~fiscal year, which is a decrease of $29.5 million (25%).

~~income~~The ofdecrease was largely attributable to a $138.3 8 million decrease in ~~the~~component ~~prior~~sales ~~fiscal~~at Contrail. The prior year reflected an elevated level of trading activity not expected to recur at that level in the foreseeable future.

~~Operating~~The ~~income~~decrease ~~for~~in revenue at Contrail was partially offset by activity at the ~~overnight~~other ~~air~~companies ~~cargo~~in this segment. ~~decreased~~Most notably, Worthington increased by $07.58 million, or 23%, to $41.0 million, reflecting MRO volume growth and expansion in ~~the~~Australia. ~~current~~Revenue ~~fiscal~~at ~~year~~LGSS increased by $1.2 million, ~~due~~or ~~primarily~~36%, to ~~increased~~$4.6 ~~loss~~million, ~~provisioning~~driven ~~for~~by ~~bad~~a ~~debt~~brokered landing gear sale and ~~additional~~incremental ~~taxes~~lease ~~related~~revenue. toJet ~~conducting~~Yard ~~business~~Companies inwon ~~Puerto~~new ~~Rico~~major projects and additional off-site teardown projects.

~~Operating~~Ground ~~loss~~Support for the ground support equipment segment was $1.2 million compared to operating loss of $1.6 million in the prior fiscal year. The decrease in operating loss was primarily attributable to reduced headcount, partially offset by increased warranty expense in the current year. Equipment

3339

~~Operating~~The ~~income~~ground ofsupport ~~the~~equipment ~~commercial~~segment ~~aircraft,~~contributed ~~engines~~approximately ~~and~~$47.2 ~~parts~~million ~~segment~~and ~~was~~ $738.19 million ~~compared~~ to ~~operating~~the ~~income~~Company’s ofrevenues for the fiscal years ended March 31, 2026 and 2025, respectively, representing an $48.2 million (21%) increase in the ~~prior~~current fiscal year. ~~The~~Revenue ~~increase~~growth ~~was~~reflected ~~primarily~~new ~~attributable~~and toexpanded ~~increased~~deicing ~~sales~~contracts ofand ~~component~~catering ~~packages~~equipment ~~with~~sales. aThese ~~higher~~increases ~~gross~~were ~~profit,~~partially ~~which~~ offset ~~the~~by ~~decrease~~lower inoverhaul revenue ~~noted above~~.

~~Operating~~At ~~loss~~March 31, ~~for~~ 2026, the ~~digital~~ground ~~solutions~~support equipment segment’s ~~increased~~order bybacklog was $0.46 million ~~year~~compared ~~over~~to ~~year~~$14.3 million at March 31, ~~attributable~~2025, todriven ~~increased~~by ~~personnel~~the ~~needed~~timing toof ~~continue~~the toannual ~~scale~~USAF, ~~operations~~which was placed in May 2026 of the current fiscal year.

~~The~~Digital ~~table below provides Adjusted EBITDA for the Company's four segments and Corporate and other for the fiscal year ended March 31, 2025 and 2024 (in thousands):~~Solutions

	Twelve Months Ended				Change
	March 31, 2025		March 31, 2024
Overnight Air Cargo	$	6,808	$	7,144	(336)
Ground Support Equipment	(773)		(949)		176
Commercial Aircraft, Engines and Parts	9,832		6,119		3,713
Digital Solutions	(272)		149		(421)
Segments total	15,595		12,463		3,132
Corporate and Other	(8,232)		(6,273)		(1,959)
Adjusted EBITDA	$	7,363	$	6,190	1,173

The digital solutions segment contributed $9.1 million of revenues in the fiscal year ended March 31, 2026 compared to $7.3 million in the prior fiscal year, an increase of $1.8 million (25%).

~~Consolidated~~Revenue ~~Adjusted~~at ~~EBITDA~~WorldACD ~~for~~increased ~~the fiscal year ended March 31, 2025 was~~ $71.48 million, anor ~~increase~~29%, ofto $18.2 million, ~~compared~~reflecting togrowth ~~the~~in ~~prior~~data ~~fiscal~~analytics ~~year~~and airspace management engagements.

~~Adjusted~~Revenue ~~EBITDA~~at ~~for~~Ambry ~~the~~Hill ~~overnight~~Technology, ~~air~~LLC ~~cargo~~remained ~~segment~~flat ~~decreased~~at by $0.39 million inwith ~~the~~annual ~~current~~recurring ~~fiscal~~revenue ~~year,~~at ~~due~~$1.1 million ~~primarily~~at toMarch 31, ~~lower segment operating income as described above~~2026.

~~Adjusted~~Regional ~~EBITDA loss for the ground support equipment segment decreased by $0.2 million in the current fiscal year, primarily due to higher sales as described above.~~Airline

~~Adjusted~~Regional ~~EBITDA~~airline ofrevenues ~~the~~were ~~commercial~~$55.3 ~~aircraft~~million, ~~engines~~representing ~~and~~the ~~parts~~contribution ~~segment~~of ~~was~~Rex ~~$9.8~~for ~~million,~~the anperiod ~~increase~~from its acquisition date of ~~$3.7~~December ~~million~~18, ~~from~~2025 ~~the~~through ~~prior~~March ~~fiscal~~31, 2026. There is no prior-year comparable. ~~The~~Revenue ~~increase~~consisted ~~was~~of ~~primarily~~passenger ~~driven~~revenue, byancillary ~~higher~~fees, ~~profit~~freight ~~margins~~and oncharter, ~~sales~~and asgovernment ~~described~~subsidy ~~above~~income.

~~Adjusted~~Operating ~~EBITDA~~Income ~~of the digital solutions segment decreased by $0.4 million in the current fiscal year, due primarily to higher personnel costs as described above.~~(Loss)

~~Following~~Consolidated issegment aoperating ~~table~~results ~~detailing~~decreased ~~consolidated~~by ~~non-operating~~$13.1 million from $1.9 million of income ~~(expense),~~in ~~net~~the prior fiscal year to a loss of ~~intercompany~~$11.2 ~~during~~million for the year ended fiscal year ended March 31, 2026. The decline was driven principally by the initial consolidation of Rex, which contributed an operating loss of $14.2 million for the period from December 18, 2025 through March 31, 2026, and ~~fiscal~~a ~~2024~~$4.0 (million increase in ~~thousands):~~Corporate and Other operating losses. These were partially offset by a $5.3 million increase in GGS operating income and an increase of $1.6 million in operating income at WASI.

	Year Ended March 31,				Change
	2025		2024
Interest expense, net	(8,387)		(6,916)		(1,471)
Income from equity method investments	1,700		1,689		11
Other	(209)		8		(217)
Total	$	(6,896)	$	(5,219)	$	(1,677)

Following is a table detailing operating income (loss) by segment during the fiscal year ended March 31, 2026 compared to the same period in the prior fiscal year (in thousands):

The Company had a net non-operating loss of $6.9 million for the fiscal year ended March 31, 2025 compared to a net non-operating loss of $5.2 million in the prior fiscal year. The increase in non-operating loss was primarily driven by a $1.5 million increase in interest expense, and $1.2 million related to the recognition of gains and losses from the change in fair value for interest rate swap contracts that were not classified as an effective hedge where hedge accounting was not applied.40

During the year ended March 31, 2025, the Company recorded $0.4 million of income tax expense, which yielded an effective rate of -8.5%. The primary factors contributing to the difference between the federal statutory rate of 21% and the Company’s effective tax rate for the fiscal year ended March 31, 2025 were the foreign rate differentials and changes in valuation allowance. The net change in the valuation allowance was $1.1 million for the year ended March 31, 2025. In assessing the need for a valuation allowance, the Company considers all positive and negative evidence, including scheduled reversals of deferred tax


	Year Ended March 31,				Change
	2026		2025
Mountain Air Cargo, Inc.	$	3,688	$	4,977	$	(1,289)	(26)	%
CSA Air, Inc.	757		839		(82)		(10)	%
Worldwide Aircraft Services, Inc.	1,959		404		1,555		385	%
Royal Aircraft Services, LLC	(215)		—		(215)		Newly Acquired May 15, 2025
Overnight Air Cargo	6,189		6,220		(31)		—	%
Contrail Aviation Support, LLC	9,870		11,343		(1,473)		(13)	%
AirCo, LLC, AirCo 1, LLC, AirCo 2, LLC and AirCo Services, LLC	(2,165)		(2,294)		129		6	%
Worthington Aviation, LLC	(1,012)		(328)		(684)		(209)	%
Jet Yard, LLC and Jet Yard Solutions, LLC	(429)		(1,548)		1,119		72	%
Air'Zona Aircraft Services, Inc.	79		121		(42)		(35)	%
Landing Gear Support Services, Inc.	(112)		(797)		685		86	%
Commercial Aircraft, Engines and Parts	6,231		6,497		(266)		(4)	%
Global Ground Support, LLC	4,110		(1,210)		5,320		440	%
Ground Support Equipment	4,110		(1,210)		5,320		440	%
Ambry Hill Technology, LLC	(3,661)		(2,798)		(863)		(31)	%
WorldACD Market Data B.V.	2,382		1,734		648		37	%
Digital Solutions	(1,279)		(1,064)		(215)		(20)	%
Regional Express Holdings Pty Ltd	(14,236)		—		(14,236)		Newly Acquired December 18, 2025
Regional Airline	(14,236)		—		(14,236)		Newly Acquired December 18, 2025
Reportable segments total	1,015		10,443		(9,428)		(90)	%
Corporate and Other	(13,439)		(9,429)		(4,010)		(43)	%
Intersegment eliminations	1,227		894		333		37	%
Consolidated Air T, Inc.	$	(11,197)	$	1,908	$	(13,105)	(687)	%

34Overnight Air Cargo

~~liabilities,~~The ~~projected~~overnight ~~future~~air ~~taxable~~cargo ~~income,~~segment ~~tax~~contributed ~~planning strategies, and past financial performance~~$6.2 ~~The~~million ~~change~~to in the Company’'s ~~valuation~~operating ~~allowance~~income isduring ~~primarily~~both ~~due~~fiscal toyears ~~the~~ended ~~realizability of the domestic deferred tax assets~~March 31, ~~the~~2026 ~~unrealized~~and ~~losses on investments~~2025, ~~the~~remaining ~~foreign~~relatively ~~tax~~flat ~~credits~~over ~~generated~~both ~~by the operations in the Company’s Puerto Rico branch that is expected to expire before being fully utilized, and the change in full valuation allowances associated with the Delphax entities~~periods.

~~During~~MAC ~~the~~experienced ~~fiscal~~a ~~year ended March 31, 2024, the Company recorded~~ $01.73 million ofdecrease income tax expense at an effective tax rate of -18.5%. The primary factors contributing to the difference between the federal statutory rate of 21% and the Company’s effective tax rate for the fiscal year ended March 31, 2024 were the foreign rate differentials and changes in ~~valuation~~operating ~~allowance.~~income ~~The~~while ~~net~~WASI ~~change~~had ina ~~the valuation allowance was~~ $21.06 million ~~for~~increase ~~the~~in ~~year~~operating ~~ended March 31, 2024~~income. InMAC's ~~assessing~~decrease ~~the~~in ~~need~~operating ~~for a valuation allowance, the Company considers all positive and negative evidence, including scheduled reversals of deferred tax liabilities, projected future taxable~~ income, ~~tax~~was ~~planning~~driven ~~strategies,~~by ~~and~~increased ~~past~~pilot ~~financial~~labor ~~performance~~costs. ~~The~~WASI ~~change~~experienced inhigher ~~the~~gross ~~Company’s~~margins ~~valuation allowance is primarily~~ due to ~~the~~growth ~~realizability of the domestic deferred tax assets, the unrealized losses~~ on ~~investments,~~expanded ~~the~~labor ~~foreign tax credits generated by the operations in the Company’s Puerto Rico branch that is expected to expire before being fully utilized,~~ and ~~the~~project ~~change in full valuation allowances associated with the Delphax entities~~revenue.

Commercial Aircraft, Engines and Parts

The commercial aircraft, engines and parts segment contributed $6.2 million and $6.5 million to the Company's operating income for the fiscal years ended March 31, 2026 and 2025, respectively, representing a slight decrease of $0.3 million (4%).

Contrail's decrease is a result of decreased component sales, substantially offset by the gain of $7.0 million recognized on the sale of two aircraft that were held on lease during the current fiscal year.

Worthington's operating loss increased to $1.0 million. Revenue growth of 23% was accompanied by gross margin compression of approximately 18% as costs did not scale proportionally with volume. Operating expenses as a percentage of revenue were 18%, above the prior-year level, reflecting planned additions to commercial and executive leadership infrastructure.

Operating loss at Jet Yard Companies improved by $1.1 million, or 72%, to $0.4 million. Increases in services project revenue of over $2.5 million more than offset shortfalls in aircraft induction and storage volumes.

Ground Support Equipment

Operating income from the ground support equipment segment was $4.1 million for the fiscal year ended March 31, 2026, compared to an operating loss of $1.2 million for the fiscal year ended March 31, 2025, representing a $5.3 million improvement.

The improvement reflects gross margin increase of approximately $6.4 million year-over-year, driven by favorable volume and mix, pricing and efficiency gains on expanded deicing contracts, and favorable manufacturing spend and absorption variances compared to the prior year.

Digital Solutions

The digital solutions segment incurred an operating loss of $1.3 million and $1.1 million in the fiscal years ended March 31, 2026 and 2025, respectively.

The change is attributable to an increase in operating loss at Ambry Hill of $0.9 million, partially offset by an increase in operating income at WorldACD of $0.6 million. WorldACD experienced additional revenue growth in the current year at high incremental margins while Ambry Hill experienced an increase in operating loss from increased personnel costs among a period of stagnant revenue.

Regional Airline

Regional airline operating loss was $14.2 million for the fiscal year ended March 31, 2026 resulting from the acquisition of Rex with no prior-year comparable.

The reported operating loss represents approximately three and a half months of operations from the acquisition date through March 31, 2026. The operating loss reflects ongoing direct and indirect operating costs during the ramp-up period following acquisition, $8.8 million of depreciation and amortization, $3.4 million of non-recurring landholder duty charges as a direct result of the Acquisition and $2.0 million of non-recurring post-acquisition integration costs. The results were also affected by the timing of the Acquisition relative to Rex's seasonal demand pattern, as January and February are historically Rex's lowest months for ticket sales due to the post-holiday travel slowdown. Consistent with this seasonality, March 2026 marked the first month of the consolidation period in which Rex generated positive operating income, reflecting the seasonal recovery in passenger revenue that follows these slower months.

Corporate and Other

Corporate and other operating loss increased $4.0 million, or 43%, to $13.4 million. The increase was primarily driven by $3.7 million of transaction and integration costs associated with the Rex acquisition and higher costs associated with expanded corporate infrastructure to support a larger consolidated group.

Adjusted EBITDA

The Company calculates Adjusted EBITDA by removing the impact of specific items and adding back the amounts of interest expense and depreciation and amortization to earnings before income taxes. When calculating Adjusted EBITDA, the Company does not add back depreciation expense for assets that are on lease. See Part II, Item 7 section, Non-GAAP Financial Measures for additional information and reconciliation of consolidated EBITDA to operating income (loss).

The table below provides Adjusted EBITDA for the Company's five segments and Corporate and other for the fiscal years ended March 31, 2026 and 2025 (in thousands):


	Year Ended				Change
	March 31, 2026		March 31, 2025
Mountain Air Cargo, Inc.	$	4,134	$	5,298	$	(1,164)
CSA Air, Inc.	814		863		(49)
Worldwide Aircraft Services, Inc.	2,160		616		1,544
Royal Aircraft Services, LLC	(182)		—		(182)
Overnight Air Cargo	6,926		6,777		149
Contrail Aviation Support, LLC	9,989		12,567		(2,578)
AirCo, LLC, AirCo 1, LLC, AirCo 2, LLC and AirCo Services, LLC	(2,002)		(1,878)		(124)
Worthington Aviation, LLC	(719)		197		(916)
Jet Yard, LLC and Jet Yard Solutions, LLC	(23)		(1,133)		1,110
Air'Zona Aircraft Services, Inc.	132		174		(42)
Landing Gear Support Services, Inc.	(47)		(714)		667
Commercial Aircraft, Engines and Parts	7,330		9,213		(1,883)
Global Ground Support, LLC	4,251		(773)		5,024
Ground Support Equipment	4,251		(773)		5,024
Ambry Hill Technology, LLC	(3,563)		(2,704)		(859)
WorldACD Market Data B.V.	3,135		2,432		703
Digital Solutions	(428)		(272)		(156)
Regional Express Holdings Pty Ltd	10		—		10
Regional Airline	10		—		10
Reportable segments total	18,089		14,945		3,144
Corporate and Other	(8,862)		(8,476)		(386)
Intersegment eliminations	898		894		4
Consolidated Air T, Inc.	$	10,125	$	7,363	$	2,762

Consolidated Adjusted EBITDA for the fiscal year ended March 31, 2026 was $10.1 million, an increase of $2.8 million compared to the prior fiscal year. The increase was driven primarily by (i) a $5.0 million increase at Global Ground Support (ii) a $1.5 million increase at WASI and (iii) the consolidation of Rex, which contributed $0.0 million of Adjusted EBITDA for the period from December 18, 2025 through March 31, 2026 with no prior-year comparable. This is partially offset by a $2.6 million decrease in Contrail's Adjusted EBITDA due to lower component trading volumes.

Adjusted EBITDA for the overnight air cargo segment increased by $0.1 million in the current fiscal year, as WASI's substantial improvement offset declines at MAC and CSA. The segment included $0.1 million of severance expenses recorded at MAC in fiscal 2026, and $0.1 million of non-recurring post-acquisition integration costs at Royal.

Adjusted EBITDA for the commercial aircraft, engines and parts segment was $7.3 million, a decrease of $1.9 million from the prior fiscal year. Contrail's revenue-driven decline was partially offset by improvement at Jet Yard Companies and LGSS. The earnout remeasurement gain of $0.7 million and inventory write-down of $0.9 million are recorded within this segment.

Adjusted EBITDA for the ground support equipment segment increased by $5.0 million in the current fiscal year. The improvement reflects an $8.2 million revenue increase generating approximately $6.4 million of incremental gross margin and the elimination of elevated inventory carrying costs and overhead variances that weighed on fiscal 2025 results.

Adjusted EBITDA for the digital solutions segment decreased by $0.2 million in the current fiscal year, as WorldACD's improvement was offset by wider losses at Ambry Hill Technology.

Adjusted EBITDA of the regional airline segment was $0.0 million. The significant add-backs to its operating loss of $14.2 million include $8.8 million of depreciation and amortization, $2.0 million of non-recurring post-acquisition integration expenses and $3.4 million of landholder duty charges, a one-time transaction-based tax imposed by Australian state and territory governments on the transfer of interests in landholding entities, incurred as a direct result of the Acquisition.

Corporate and Other Adjusted EBITDA decreased $0.4 million to $(8.9) million. The significant add-backs to its operating loss of $13.4 million include $3.7 million of acquisition and integration expenses attributable to the Rex acquisition and $0.6 million of depreciation and amortization. Excluding these non-recurring items, underlying Corporate overhead increased reflecting incremental costs to support the expanded consolidated group.

Non-Operating Income (Expense)

Following is a table detailing non-operating income (expense) during the year ended March 31, 2026 compared to the same twelve months in the prior fiscal year (in thousands):


	Year Ended March 31,				Change
	2026		2025
Interest expense	$	(12,040)	$	(8,387)	$	(3,653)
(Loss) income from equity method investments	(1,740)		1,700		(3,440)
Gain on bargain purchase	111,190		—		111,190
Other	(193)		(209)		16
	$	97,217	$	(6,896)	$	104,113

The Company had a net non-operating income of $97.2 million for the fiscal year ended March 31, 2026 compared to a net non-operating loss of $6.9 million in the prior fiscal year. The increase in non-operating income was driven by the $111.2 million gain on bargain purchase of Rex during fiscal 2026, a $3.4 million decrease in operating results allocated to the Company from its equity method investments and an increase in interest expense of $3.7 million driven by additional borrowings on the AAM 24-1 promissory notes and the ATA 25.1 term note entered into during fiscal 2026. Refer to Note 10 and Note 13, respectively, of the Notes to Consolidated Financial Statements included under Part II, Item 8 of this Report on Form 10-K.

The gain on bargain purchase recognized in connection with the Rex Acquisition is a non-cash accounting gain recognized under ASC 805 because the acquisition-date fair value of the net assets acquired exceeded the consideration transferred. The gain does not represent cash generated by Rex or operating income from Rex’s business. For the fiscal year ended March 31, 2026, the Company reported an operating loss of $11.2 million, including a $14.2 million operating loss from the regional airline segment for the period from December 18, 2025 through March 31, 2026. The $111.2 million bargain purchase gain increased non-operating income and was the primary reason the Company reported earnings before income taxes of $86.0 million and net income of $78.0 million. Without this non-cash accounting gain, the Company would have reported a loss before income taxes of approximately $25.2 million for fiscal 2026. The gain also materially contributed to the increase in the Company’s stockholders’ equity from a deficit of $3.2 million at March 31, 2025 to $79.8 million at March 31, 2026.

Income Taxes

During the year ended March 31, 2026, the Company recorded $1.4 million of income tax expense, which yielded an effective rate of 1.6%. The primary factors contributing to the difference between the federal statutory rate of 21.0% and the Company’s effective tax rate for the fiscal year ended March 31, 2026 was the bargain purchase gain from the acquisition of Rex and changes in valuation allowance. The net change in the valuation allowance was $10.9 million for the year ended March 31, 2026. In assessing the need for a valuation allowance, the Company considers all positive and negative evidence, including scheduled reversals of deferred tax liabilities, projected future taxable income, tax planning strategies, and past financial performance. The change in the Company’s valuation allowance is primarily due to the realizability of the domestic deferred tax assets, the unrealized losses on investments, the foreign tax credits generated by the operations in the Company’s Puerto Rico branch that is expected to expire before being fully utilized, the change in full valuation allowances associated with the Delphax entities, and the establishment of a full valuation allowance from on the deferred tax assets of Rex.

During the fiscal year ended March 31, 2025, the Company recorded $0.4 million of income tax expense at an effective tax rate of (8.5)%. The primary factors contributing to the difference between the federal statutory rate of 21.0% and the Company’s effective tax rate for the fiscal year ended March 31, 2025 were the foreign rate differentials and changes in valuation allowance. The net change in the valuation allowance was $1.1 million for the year ended March 31, 2025. In assessing the need for a valuation allowance, the Company considers all positive and negative evidence, including scheduled reversals of deferred tax liabilities, projected future taxable income, tax planning strategies, and past financial performance. The change in the Company’s valuation allowance is primarily due to the realizability of the domestic deferred tax assets, the unrealized losses on investments, the foreign tax credits generated by the operations in the Company’s Puerto Rico branch that is expected to expire before being fully utilized, and the change in full valuation allowances associated with the Delphax entities.

Market Outlook

Future economic developments such as inflation, along with evolving trade policies, ~~and~~ the potential for new or increased tariffs, and impact from geopolitical events present uncertainty and risk with respect to our financial condition and results of operations. ~~Despite the aforementioned, we experienced improved demand for commercial aircraft, jet engines and parts in the fiscal year ended March 31, 2025.~~ We expect that issues caused by economic and business ~~issues~~uncertainty will continue to some extent. The fluidity of this situation precludes any prediction as to the ultimate adverse impact of these issues on economic and market conditions and our businesses in particular, and, as a result, present material uncertainty and risk with respect to us and our results of operations.

Liquidity and Capital Resources

As of March 31, ~~2025~~2026, the Company held approximately $625.53 million in ~~total~~ cash, and cash equivalents and restricted cash, of which, $04.5 8 million ~~related~~is toreserved ~~cash~~as ~~reserved~~collateral ~~for~~under ~~payments~~the terms of ~~SAIC's~~certain ~~insurance~~merchant ~~claims~~facilities. The Company ~~also~~has ~~held~~an aggregate of approximately $057.7 3 million in ~~restricted~~available ~~investments~~funds ~~held~~under asits ~~statutory~~lines ~~reserve~~of credit as of March 31, ~~SAIC~~2026.

As of March 31, ~~2025~~2026, the Company’s working capital amounted to $3064.85 million, aan ~~decrease~~increase of $2533.26 million compared to March 31, ~~2024~~2025, primarily driven by a $38.6 ~~The~~million ~~decrease~~increase in ~~working~~inventory, ~~capital~~a ~~was~~$14.4 ~~primarily~~million ~~driven~~increase in cash and cash equivalents, and a $16.0 million increase in accounts receivable, partially offset by a $2233.0 million increase in accrued expenses and other current liabilities and a $19.2 million ~~decrease~~increase in ~~inventory~~accounts ~~driven~~payable. byThe ~~timing~~increases ofin ~~sales~~accounts receivable, accounts payable, and accrued expenses and other current liabilities are substantially a result of the acquisition of ~~inventory~~Rex. The increase in ~~addition~~inventory towas ~~increased~~primarily ~~competition~~attributable ~~for~~to ~~acquiring~~the ~~aircraft~~Rex acquisition and purchases of engines ~~for~~and ~~tear-down~~airframes by the commercial aircraft, engines and ~~conversion~~parts ofsegment, ~~$2.5~~and ~~million~~the ofincrease ~~receivables~~in ~~for~~cash ~~expense~~and ~~reimbursements~~cash ~~from~~equivalents ~~CAM~~was toprimarily adriven ~~long-term~~by ~~note~~proceeds ~~receivable~~from debt.

~~The~~As ~~Company’s~~mentioned ~~Credit~~in ~~Agreement~~Note ~~with~~13 ~~Alerus~~of Notes to Consolidated Financial Statements included under Part II, ~~National~~Item ~~Association~~8 ~~(“Alerus”)~~of ~~(the~~this ~~debt~~Report ~~obtained~~on byForm 10-K, in connection with the ~~Company~~acquisition of Royal on May 15, as2025, the Alerus Loan ~~Party~~Parties ~~Agent,~~under ~~and~~the ~~AirCo,~~Revolving ~~LLC,~~Credit ~~AirCo~~Agreement 2,with ~~LLC,~~Alerus ~~AirCo~~entered ~~Services,~~into ~~LLC,~~Amendment ~~Air'Zona,~~No. ~~CSA,~~4 ~~GGS,~~to ~~MAC,~~Credit ~~Stratus~~Agreement ~~Aero~~and ~~Partners~~Consent ~~LLC,~~and ~~WASI,~~Term ~~Worthington,~~Loan ~~Jet~~C ~~Yard~~with Alerus in the amount of $1.1 million. The purpose of the Amendment and ~~Jet~~Term ~~Yard~~Note ~~Solutions~~was (to provide a term loan to finance the ~~"Original~~full purchase price of the acquisition, to add Royal as a part of the Alerus Loan Parties") into ~~Note~~the 12Alerus ofcredit ~~Notes~~agreement, as amended and to ~~Consolidated~~memorialize ~~Financial~~Alerus’ ~~Statements~~consent ~~included~~to ~~under~~the ~~Part~~Royal IIacquisition. The new term loan matures May 15, ~~Item~~2030 8and bears interest at the greater of ~~this~~five ~~report~~(5.0%) ~~includes~~percent ~~several~~or ~~covenants~~the ~~that~~CME ~~are~~one-month ~~measured~~term ~~twice~~SOFR arate ~~year~~plus ~~(at~~2.25%. ~~September~~Monthly 30payments ~~and~~on ~~March~~Term ~~31)~~Note C commenced June 15, ~~including~~2025 ~~but~~and ~~not~~are ~~limited~~equal to, a$12.5 thousand ~~negative~~plus ~~covenant~~accrued ~~requiring~~interest. aThe ~~debt~~term ~~service~~loan ~~coverage~~is ~~ratio~~secured by the terms of ~~1.25~~the ~~and~~Security aAgreement ~~leverage~~dated ~~ratio~~as ~~greater~~of ~~than~~August 329, 2024.~~00.~~

~~Air~~As Tmentioned ~~Acquisition 22.1's term loans with ING Bank (the Air T Acquisition 22.1 debt~~ in Note 1213 of Notes to Consolidated Financial Statements included under Part II, Item 8 of this ~~report)~~Report ~~include~~on ~~several~~Form ~~covenants~~10-K, ~~that~~on ~~are~~May ~~measured~~30, ~~once~~2025, athe ~~year~~Company, atalong ~~December~~with 31its wholly owned subsidiary AAM 24-1 (the "Issuer"), ~~including~~entered ~~but~~into ~~not~~new ~~limited~~transaction documents with the Institutional Investors that replaced the Second NPA transaction documents. Pursuant to the Third NPA with the Institutional Investors, athe ~~negative~~Issuer ~~covenant~~agreed ~~requiring~~to issue and sell a ~~debt~~Multiple ~~service~~Advance ~~coverage~~Senior ~~ratio~~Secured Note in an aggregate principal amount of 1up to $100.0 million (the “Multiple Advance Note”). For purposes of clarity and the avoidance of doubt, as of the closing date, the Institutional Investors advanced an additional $10.0 million to the Issuer and, aas ~~senior~~of ~~net~~March 31, ~~leverage~~2026, ~~ratio~~have collectively advanced under the Multiple Advance Note to the Issuer the aggregate amount of 1$40.500 million. Provided no default or event of default of the Issuer exists, and subject to satisfaction of all requirements for any closing as set forth in the Third NPA, the Investors are obligated to advance to the Issuer an additional aggregate $60.0 million in $10.0 million increments, each on or within fifteen days of the following dates:

The Contrail Credit Agreement with Old National Bank ("ONB") (the Contrail debt in Note 12 of Notes to Consolidated Financial Statements included under Part II, Item 8 of this report) contains affirmative and negative covenants, including covenants that restrict the ability of Contrail and its subsidiaries to, among other things, incur or guarantee indebtedness, incur liens, dispose of assets, engage in mergers and consolidations, make acquisitions or other investments, make changes in the nature of its business, and engage in transactions with affiliates. The Contrail Credit Agreement also contains quarterly financial covenants applicable to Contrail and its subsidiaries, including a minimum debt service coverage ratio of 1.25 to 1.0 and a minimum tangible net worth ("TNW") of $15.0 million. As of March 31, 2025, Air T, Air T Acquisition 22.1 and Contrail were all in compliance with their respective covenants.


September 30, 2025			$10.0 million
January 30, 2026			$10.0 million
May 30, 2026			$10.0 million
September 30, 2026			$10.0 million
January 30, 2027			$10.0 million
May 30, 2027			$10.0 million

As mentioned in Note 12 of Notes to Consolidated Financial Statements included under Part II, Item 8, on May 30, 2024, Contrail, a majority-owned subsidiary of the Company, entered into a Membership Interest Redemption and Earnout Agreement (the "Redemption Agreement") with OCAS, Inc. (the "Seller"). Pursuant to the Redemption Agreement, Contrail agreed to purchase and redeem from the Seller, 16% of its 21% interest in Contrail, effective as of April 1, 2024. The purchase 45

35The Multiple Advance Note bears annual interest at a rate of 8.5% which is computed on the basis of a 30/360-day year and actual days elapsed and is payable semi-annually in arrears, pursuant to the terms of the Multiple Advance Note. The maturity date of the Multiple Advance Note is May 31, 2035. The Multiple Advance Note contains standard and customary events of default including, but not limited to, failure to make payments when due under the Multiple Advance Note, failure to comply with certain covenants contained in the Multiple Advance Note, or bankruptcy or insolvency of, or certain monetary judgments against the Issuer or the Company. The prior notes were cancelled and replaced by the Multiple Advance Note. Funds advanced under the Multiple Advance Note may be reinvested for a period of six years from the date of closing.

~~price~~The ~~for~~Issuer ~~the~~may ~~redeemed~~prepay ~~interest~~all isor ~~$4.6 million,~~a ~~plus~~portion anof ~~earnout~~the ~~amount.~~outstanding ~~The~~principal ~~cash~~and ~~purchase~~accrued ~~price~~but isunpaid ~~payable~~interest ~~pursuant~~at toany ~~a secured~~time, ~~subordinated~~provided ~~promissory~~that ~~note~~ (~~"OCAS Loan"~~i), ~~payable~~if ~~beginning~~the onIssuer ~~May~~prepays 1,all ~~2024~~or ~~and~~any ~~monthly~~portion ~~thereafter~~of ~~for~~the aMultiple ~~12-month~~Advance ~~period~~Note ofwithin ~~interest~~one ~~payments~~year ~~only~~from ~~with~~ the ~~outstanding~~Issue ~~balance~~Date, ~~amortized and paid over~~ the ~~following~~Issuer ~~three~~is ~~years.~~required ~~Interest~~to ~~accrues~~pay on the ~~principal~~Investors ~~amount~~a atprepayment anpremium ~~annual rate~~ equal to ~~the~~two ~~10-year~~percent ~~Treasury bond yield plus 375 basis points, compounded monthly~~(2.0%) ~~The rate adjusts on each anniversary date~~ of the ~~note.~~amount ~~The~~being ~~payment~~prepaid, ~~obligation~~and ~~under~~(ii) if the ~~note~~Issuer ~~may~~prepays beall ~~deferred~~or ifany ~~Contrail’s~~portion ~~forecast~~of ~~indicates~~the ~~that~~Multiple ~~any~~Advance ~~payment~~Note ~~following~~after the first ~~12-month~~anniversary ~~period~~of ~~would~~the ~~cause~~Issue aDate ~~loan~~but ~~default~~on or aprior ~~loan~~to ~~default exists. Initially,~~ the ~~payment~~second ~~obligation~~anniversary ~~would~~of ~~revert~~the ~~back~~Issue ~~to interest only~~Date, ~~unless~~the aIssuer ~~default~~is ~~exists, in which case no payment would be~~ required. Ifto ~~Contrail~~pay isthe ~~unable~~Investors ~~to make~~ a ~~payment~~prepayment ~~for~~premium 12equal ~~months,~~to ~~then~~one ~~interest~~percent ~~shall cease to accrue~~(1.0%) ~~The~~of ~~note~~the isamount ~~expressly~~being ~~subordinated~~prepaid. toIf the ~~payment~~Issuer inelects ~~full~~to ofprepay ~~all~~a ~~indebtedness~~portion of ~~Contrail on or prior to~~ the ~~date~~outstanding ofprincipal ~~the~~and ~~note~~accrued orbut ~~thereafter~~unpaid ~~created.~~interest, ~~The~~then ~~OCAS~~in ~~Loan~~no isevent ~~classified~~can assuch ~~related~~prepayment ~~party~~be ~~debt~~for onan ~~the~~amount ~~Company's~~less ~~condensed~~than ~~consolidated balance sheet~~$1.0 million.

AsThe ~~mentioned~~various inequity ~~Note~~interests 12that ofwere ~~Notes~~assigned toby ~~Consolidated~~the ~~Financial~~Company ~~Statements~~to ~~included~~the ~~under~~Issuer ~~Part II, Item 8,~~ on ~~August~~or ~~29,~~about ~~2024,~~ the ~~Original~~closing ~~Alerus~~date Loan Parties entered into a credit agreement with Alerus (the “New Credit Agreement”). The New Credit Agreement provides for a secured revolving credit facility ("Revolver - Alerus") in an initial maximum principal amount of ~~up to $14.0 million. Availability under~~ the ~~Revolver~~original -financings ~~Alerus~~continue ~~is subject~~ to aserve ~~borrowing~~as ~~base~~collateral ~~and provides~~ for ~~a sub-facility for~~ the ~~issuance~~repayment of ~~letters~~the ofMultiple ~~credit~~Advance inNote anas ~~aggregate~~does ~~amount~~all ~~not~~of tothe ~~exceed~~issued ~~$3.0 million,~~and ~~with the~~ outstanding ~~amount~~capital ofstock ~~any such letters~~ of ~~credit~~the ~~reducing~~Issuer ~~availability~~owned ~~for~~by ~~borrowings under~~ the ~~revolving credit facility. Revolver - Alerus matures on February 28~~Company, ~~2026~~ and ~~balance~~the ~~outstanding~~320,000 ~~will~~Trust ~~bear~~Preferred ~~interest~~Securities, atheld aby ~~rate per annum equal to~~ the ~~greater of 5~~Issuer.~~00%~~ orAs ~~one-month~~of ~~SOFR plus 2.00%. On January 21~~March 31, ~~2025~~2026, the ~~Original~~Issuer ~~Alerus~~was ~~Loan~~in ~~Parties~~compliance ~~entered~~with ~~into~~all ~~Amendment~~applicable ~~No.~~covenants 1under tothe ~~Credit~~Multiple ~~Agreement~~Advance ~~("Amendment~~Note, ~~No. 1")~~ and ~~Other~~an ~~Loan~~additional ~~Documents~~$20.0 million ~~with~~was ~~Alerus~~advanced ~~which~~under ~~extends~~ the ~~maturity~~facility ~~date~~in of$10.0 million ~~the~~increments ~~revolving~~in ~~credit~~October ~~agreement~~2025 ~~from~~and ~~February~~March ~~28,~~ 2026 ~~to August 28, 2026~~.

InAs ~~addition~~mentioned in Note 13 of Notes to ~~the~~Consolidated ~~Revolver~~Financial Statements included under Part II, Item 8 of this Report on Form 10-K, ~~Alerus~~on September 3, 2025, the ~~New~~Alerus Loan Parties under the Revolving Credit Agreement ~~provides~~with ~~for~~Alerus ~~two~~entered ~~secured~~into ~~term~~Amendment ~~loans~~No. –5 ~~Term~~to ~~Note~~Credit AAgreement, ~~("Term~~the Amended and Restated Revolving Credit Note, Aand -the ~~Alerus")~~Amended and Restated Term Note BA. ~~("Term~~Pursuant to Amendment No. 5 to Credit Agreement, the Overline Note Bprovisions -and ~~Alerus")~~note were eliminated. ~~Term~~Pursuant ~~Note~~to Athe -Amended ~~Alerus~~and isRestated aRevolving ~~loan~~Credit inNote, the ~~principal~~revolving ~~amount~~credit commitment to make revolving credit loans and to issue letters of ~~$10.7 million~~credit ~~that~~was ~~matures~~increased onto ~~August~~an ~~15,~~aggregate ~~2029~~principal ~~that~~amount ~~bears~~not ~~interest~~to atexceed a$20.0 million. The interest rate ~~per~~on ~~annum~~the ~~equal~~Revolving Credit Note was decreased to the greater of 5.00% or ~~one~~1-month SOFR plus 21.0090%. ~~Term~~The ~~Note~~maturity Adate was extended to August 28, 2027. The financial covenants are to be measured semi-annually ~~Alerus~~at ~~requires~~December ~~monthly~~and ~~payments~~March of ~~principal~~each ~~commencing~~year ~~September~~and ~~15,~~the ~~2024~~Alerus ~~with~~Loan ~~such~~Parties ~~payments~~are ~~set~~to atdeliver aquarterly ~~seven~~financial ~~year~~statements ~~level~~to ~~principal~~Alerus. ~~amortization~~Pursuant to the Amended and aRestated ~~payment~~Term Note A, Term Note A was amended and restated by the Alerus Loan Parties in the principal amount of $39.2 million. ~~due~~The at maturity date remains August 15, 2029. The Term Note A ~~prepayment~~interest ~~premium~~rate ~~based~~was onrevised ~~the~~to ~~amount~~1-month ~~prepaid~~SOFR isplus ~~due~~2.00%. As of December 31, 2025, the Company was in ~~certain~~compliance ~~circumstances~~with all covenants applicable under the Revolving Credit Agreement, the Amended and Restated Revolving Credit Note, and the Amended and Restated Term Note A.

~~Term~~As mentioned in Note B13 -of ~~Alerus~~Notes isto aConsolidated ~~loan~~Financial inStatements ~~the~~included ~~principal~~under ~~amount~~Part II, Item 8 of ~~$2.3~~this ~~million~~Report ~~that~~on ~~matures~~Form 10-K, on ~~August~~November 1524, ~~2029~~2025, ~~and~~the ~~bears~~Company's ~~interest~~wholly-owned atsubsidiary ATA 22.1 entered into a ~~rate~~$6.0 million ~~per~~term ~~annum~~loan ~~equal~~with Alerus. The loan proceeds were used to repay amounts due on the $3.5 million term loan from Bridgewater Bank. The new term loan is due on or before November 24, 2032 and has an interest rate of the greater of 5.00% or ~~one~~1-month SOFR plus 21.0090%. ~~Term~~Interest ~~Note~~on Bthe -outstanding ~~Alerus~~principal ~~requires~~amount ~~monthly~~of ~~payments~~the loan is due on the 15th day of each month and annual principal ~~commencing~~payments are due on September 1530th of each year, ~~2024~~commencing ~~with~~September ~~such~~2026. ~~payments~~The ~~set~~loan may be prepaid at any time without penalty. The loan is secured by all the assets and membership interests of ATA 22.1 and 200,000 shares of TruPs owned by ATA 22.1, as well as an investment account of Air T. Events of default of the loan are enumerated in the loan agreement, including, among other events, the failure to pay an amount due timely or a 25change ~~year~~of ~~level~~control ~~principal~~transaction. ~~amortization~~The covenants include: (i) affirmative covenants such as notice, reporting and financial statement delivery requirements, inspection rights, compliance with environmental laws, performance of contracts and a ~~payment~~liquidity requirement of not less than $10.84 million; ~~due~~and, at(ii) ~~maturity.~~negative Acovenants ~~prepayment~~such ~~premium~~as ~~based~~a limitation on ~~the~~debt ~~amount~~and ~~prepaid~~liens, ismerger ~~due~~or change of control and limitations on investments, dispositions, sales/leasebacks, restricted payments, prepayments or amendments of debt and transactions with affiliates and restrictive agreements. As of March 31, 2026, ATA 22.1 and the Company were in ~~certain~~compliance ~~circumstances~~with all financial and non-financial covenants applicable under the term loan.

The Original Alerus Loan Parties are co-borrowers under the New Credit Agreement and each of the notes. The obligations of the Original Alerus Loan Parties under the New Credit Agreement and the notes are secured by a first priority security interest in substantially all of the Original Alerus Loan Parties' current assets, including accounts receivable and inventory. The Company is not a borrower under the New Credit Agreement but has guaranteed the obligations of the Original Alerus Loan Parties owed to the Alerus. In addition, Air T, Inc. has pledged a brokerage account of marketable securities held at a securities intermediary to secure the obligations. Furthermore, the obligations are further secured by a deed of trust on approximately 4.626 acres of real estate that includes a 13,000 square foot office building in Denver, North Carolina.46

InAs ~~connection~~mentioned ~~with~~in ~~the~~Note ~~closing~~13 of Notes to Consolidated Financial Statements included under Part II, Item 8 of this Report on Form 10-K, on November 24, 2025, Contrail entered into a Master Loan Agreement and Supplement No. 1 to Master Loan Agreement (collectively the ~~New~~“Master ~~Credit~~Loan Agreement”) with Alerus. The agreement provides for a $15.0 million revolving loan facility that is evidenced by a Promissory Note Revolving Note dated November 24, 2025 in the ~~Company~~principal ~~and~~amount ~~its~~of ~~subsidiaries~~$15.0 million. The funds are to be used ~~proceeds~~for ~~from~~the purchases of engines and working capital needs. The revolving loan carries interest at the ~~new~~rate ~~financing~~of 1-month SOFR plus 3.11% and the loan requires payments of interest only until maturity at November 24, 2027. There is no penalty on prepayment and the loan includes a 30-day resting period requirement if Contrail’s debt service coverage ratio exceeds 1.25 to ~~satisfy~~1.00. The loan contains normal and ~~discharge~~customary default provisions and is secured by a security interest in all ~~obligations~~of Contrail’s assets. In addition, the loan is secured by a payment guaranty of Air T, in an aggregate amount not to exceed $2.0 million plus collection and ~~terminated~~collateral ~~all~~recovery ~~commitments~~costs. The Master Loan Agreement contains additional terms regarding the transaction, ~~under~~including affirmative covenants such as a requirement related to the ~~Company’s~~delivery ~~existing~~of ~~secured~~annual ~~credit~~audited ~~facility~~and quarterly unaudited financial statements of Contrail and Air T; the right to inspect, examine and appraise collateral; insurance requirements as well as negative covenants such as making restricted payments other than permitted redemptions, indebtedness, mergers and acquisitions, investments, lines of business and transactions with ~~Minnesota~~affiliates ~~Bank~~as &well ~~Trust~~as ~~("MBT")~~change of control restrictions. ~~The~~As ~~Company~~of ~~incurred~~March 31, no2026, ~~termination~~Contrail ~~penalties~~and the Company were in ~~connection~~compliance with ~~such~~all ~~termination~~financial and non-financial covenants applicable under the Master Loan Agreement.

As mentioned in Note 1213 of Notes to Consolidated Financial Statements included under Part II, Item 8 of this Report on Form 10-K, on ~~September~~December 1215, ~~2024~~2025, ~~Contrail~~the Company and its wholly-owned subsidiary Air T Acquisition 25.1, LLC ("ATA 25.1"), entered into ~~the~~a ~~Fifth~~Note ~~Amendment~~Purchase toAgreement (the ~~Master~~“Agreement”) ~~Loan~~with ~~Agreement~~two ~~dated~~Institutional ~~June~~Investors 24(the "Investors"), ~~2019~~which ~~and~~Investors ~~Supplement~~had ~~#11~~previously toentered into the ~~Master~~Third ~~Loan~~Note Purchase Agreement, ~~and~~with ~~Term~~the ~~Note~~Company. JPursuant ~~with~~to ~~ONB~~the Agreement, ATA 25.1 ~~Term~~issued ~~Note~~to Jthe isInvestors a ~~term~~11.5% ~~loan~~Senior Secured Note due December 15, 2031 in the aggregate principal amount of $1040.0 million (the “Investor Note”). The loan ~~bears~~proceeds awere ~~variable~~made ~~monthly~~immediately ~~interest~~available ~~rate~~to atATA 25.1’s wholly-owned subsidiary Air T Lending 25.1, LLC, (“ATL 25.1”) and used to provide financing to Rex pursuant to the Syndicated Loan Note Subscription Agreement – Project Mustang dated December 17, 2025 between and among ATL 25.1~~-month~~, ~~SOFR~~Rex ~~Rate~~and ~~plus~~additional 3parties (the “New Cap Note Facility”).86 The New Cap Note Facility provides a A$50.0 million line of credit, matures on December 15, 2030, and bears interest at 12.0% per annum. Interest on the New Cap Note Facility must be paid equally between cash and ~~requires~~capitalization ~~equal~~(i.e., ~~monthly~~paid-in-kind ~~payments~~through the issuance of ~~principal~~additional debt), during the initial period, as defined in the Intercreditor Deed (i.e., the period commencing on December 17, 2025 and ~~interest~~ending ~~until~~on the ~~loan~~earlier ~~maturity~~of the date ofthe ~~September~~applicable 12availability period in the New Facility Agreement (as defined below) has ended and the facilities under such loan agreement are fully drawn). Interest under the New Cap Note Facility is first payable on December 31, ~~2028~~2025, and such interest is payable quarterly thereafter. The ~~loan~~New ~~requires~~Cap ~~compliance~~Note ~~with~~Facility ~~covenants~~further ~~that~~permits ~~require~~the ~~minimum~~Rex ~~Tangible~~Companies ~~Net~~to ~~Worth~~incur other unsecured financial indebtedness up to an aggregate limit of A$1510.0 million. ~~and~~Interest aon ~~Quarterly~~the ~~Cash~~Investor ~~Flow~~Note ~~Coverage~~accrues at the rate of ~~not~~11.5% ~~less~~per ~~than~~annum 1on the basis of a 30/360-day year (and actual days elapsed) and is payable quarterly in arrears.25 The Investor Note matures on December 15, 2031 and may not be prepaid, in whole or in part, prior to June 15, 2027 unless the prepayment premium specified therein has been paid. The Investor Note is secured by a pledge of all equity interests of ATA 25.1 and is guaranteed by the Company, which guarantee generally covers 25% of principal and interest due under the Investor Note and related documents.0 The Agreement includes customary covenants and events of default and restricts, among other things, change of control transactions, dividends and other restricted payments by ATA 25.1. In ~~order~~connection towith ~~induce~~the ~~ONB~~Investor toNote, ~~enter~~the ~~into~~Company, ~~these~~ATA ~~agreements~~25.1, ~~Contrail~~Air ~~and~~T ~~OCAS~~Rex Acquisition, Inc., a wholly-owned subsidiary of ATA 25.1 ("Air T Rex"), and the Investors entered into a ~~subordination~~Contingent ~~agreement~~Payment ~~dated~~Agreement ~~September~~that ~~12,~~provides ~~2024~~the toInvestors ~~address~~with ~~certain~~the ~~loan~~right ~~matters~~to ~~and~~receive up to ~~establish~~A$8.0 million (the ~~priority~~"Maximum Contingent Payment Amount") of contingent payments after the Investor Note has been repaid in full, based on the gross revenues of Air T Rex and its direct and indirect subsidiaries on a consolidated basis. Upon full repayment of ~~Contrail’s~~the ~~debt~~Investor Note, ATA 25.1 shall pay the Investors contingent payments equal to ~~ONB~~0.5% ~~over~~of the ~~OCAS~~aggregate ~~Loan~~gross revenue of Air T Rex and its direct and indirect subsidiaries for each fiscal year beginning with the year the Investor Note has been repaid in full and continuing until the ~~original~~Investors ~~principal~~have ~~amount~~received an aggregate of the Maximum Contingent Payment Amount. Each annual payment is capped at A$42.60 million, with any excess above the cap treated as a rollover amount that carries forward to subsequent years until the Maximum Contingent Payment amount is reached. The Company determined the fair value of the Contingent Payment Agreement using a Monte Carlo simulation to estimate the potential contingent payments. As of March 31, 2026, the carrying value of the Contingent Payment Agreement was $1.3 million.

As mentioned in Note 1213 of Notes to Consolidated Financial Statements included under Part II, Item 8 of this ~~report,~~Report on ~~October~~Form 1610-K, ~~2024~~in December 2025, as part of the Company's ~~and~~acquisition ~~AAM~~of ~~24-1~~Rex, ~~LLC~~the Company assumed approximately A$107.8 million in liabilities associated with the Commonwealth Facility Agreement originally dated November 11, a2024, ~~wholly-owned~~with ~~subsidiary~~the Commonwealth of Australia, as represented by the ~~Company~~Department ~~("AAM~~of ~~24-1")~~Infrastructure, ~~entered~~Transport, ~~into~~Regional Development, Communications, Sport and the Arts (the “Commonwealth”).

3647

aAs ~~Second~~mentioned in Note ~~Purchase~~13 ~~Agreement~~of ~~(the~~Notes ~~“Second~~to ~~NPA”)~~Consolidated ~~with~~Financial ~~two~~Statements ~~institutional~~included ~~investors~~under ~~(the~~Part ~~"Institutional~~II, ~~Investors").~~Item ~~The~~8 ~~Second~~of ~~NPA~~this ~~amended~~Report ~~and~~on ~~restated~~Form 10-K, in December 2025, Rex and the ~~terms~~Commonwealth entered into (i) an amendment and restatement of the ~~Company’s~~Commonwealth ~~previously~~Facility ~~disclosed~~Agreement ~~Note~~originally ~~Purchase~~dated ~~Agreement~~November 11, 2024 (the “~~Original~~Commonwealth ~~NPA~~Term Loan”), ~~which~~and ~~was~~(ii) ~~filed in~~ a ~~Current~~new ~~Report~~facility onagreement ~~Form~~(the ~~8-K~~“New onFacility ~~February~~Agreement” 26and, ~~2024.~~together ~~Under~~with the ~~Original~~Commonwealth ~~NPA~~Term Loan, ~~AAM~~the ~~24-1~~“Commonwealth ~~had~~Facilities”). ~~issued~~The ~~and~~Commonwealth ~~sold~~Term ~~$15.0 million~~Loan ofis ~~8.5%~~for ~~senior~~an ~~secured~~initial ~~notes.~~term ~~The~~of ~~Second~~30 ~~NPA~~years ~~amended~~ and ~~restated~~permits extension of the ~~amount~~termination ~~issued~~date ~~and~~by ~~sold~~up to ~~$30.0 million~~an ofadditional ~~8.5%~~20 ~~senior~~years ~~secured~~(in ~~notes~~2 ~~(collectively~~10‑year ~~the~~increments) ~~"Notes"~~subject to ~~the~~specified ~~Institutional~~conditions ~~Investors,~~and ~~which~~required ~~includes~~mandatory ~~the~~prepayments ~~$15.0 million~~ from ~~the~~Excess ~~Original~~Cash ~~NPA~~Flow ~~bringing~~in ~~the~~accordance ~~total~~with ~~indebtedness~~the toIntercreditor ~~$30~~Deed.~~0 million.~~ The ~~Notes~~Commonwealth ~~mature~~Term onLoan ~~March~~does 1not bear interest, ~~2031~~provided that if Rex fails to maintain compliance with certain ‘Rex Regional Commitments’ (and ~~bear~~a anresulting ~~annual~~event of default occurs), interest shall accrue on the outstanding principal at a rate of 82.500%. Inper ~~addition~~annum toduring the ~~160,000~~period ~~previously~~of ~~pledged~~such ~~TruPs,~~non-compliance. ~~160,000~~The ~~newly-issued~~fair ~~shares~~value of ~~TruPs~~the ~~held~~Commonwealth byTerm ~~AAM~~Loan ~~24-1~~on ~~are~~the ~~now~~date ~~pledged~~of to the ~~Institutional~~Rex ~~Investors~~acquisition was approximately $22.2 million, inestimated ~~connection~~using a DCF approach, consistent with market practice and applicable accounting standards to estimate the ~~closing~~fair ofvalue based on the ~~Second~~absence ~~NPA~~of observable market inputs.

AsThe ~~mentioned~~New inFacility ~~Note~~Agreement 12bears ofinterest ~~Notes~~at to12.0% ~~Consolidated~~per ~~Financial~~annum ~~Statements~~(which ~~included~~rate ~~under~~shall ~~Part~~increase ~~II,~~by ~~Item 8, on February 21, 2025, MAC entered into a $~~2.~~3 million~~00% ~~term~~per ~~loan~~annum ~~with~~if ~~Bank~~the ofRex ~~America,~~Companies ~~N.A~~fail ~~("BofA").~~to ~~The~~maintain ~~term~~compliance ~~loan~~with ~~requires~~certain ~~monthly~~“Rex ~~interest~~Regional ~~payments~~Commitments” ~~commencing~~regarding ~~March~~flight ~~21,~~service ~~2025~~levels ~~until~~and ~~payment~~route ~~in full on the February 21, 2030 maturity date~~profitability). The ~~loan~~interest ~~also~~rate ~~requires~~applicable ~~principal~~to ~~payments~~the inNew ~~equal~~Facility ~~monthly~~Agreement ~~installments~~is ofsubject ~~$9,500~~to ~~and~~adjustment ~~MAC~~from ~~may~~time ~~prepay~~to ~~the loan at any~~ time in ~~full~~accordance orwith inthe ~~part~~Intercreditor ~~without~~Deed ~~penalty.~~to ~~The~~match ~~loan~~the ~~bears a variable monthly~~ interest rate atapplicable to the ~~1-month~~New ~~SOFR~~Cap ~~Rate~~Note ~~plus 1~~Facility.~~75%~~ ~~plus~~The ~~0.11%.~~New AsFacility ~~part~~Agreement ofmatures ~~the term loan, BofA put a lien~~ on ~~real~~December ~~property owned by MAC in Denver~~17, ~~North~~2032 ~~Carolina~~and toprovides ~~further~~for ~~secure~~differing ~~the~~availability ~~loan.. The new loan with Bank of America, N.A. contains a number of covenants, including but not limited to~~periods: ~~providing~~(i) ~~financial information and statements, maintaining~~ a ~~fixed~~three-year ~~coverage~~availability ~~ratio~~period offor atthe ~~least 1~~A$40.~~25 to 1.~~0, million afacility ~~limit~~for onengine ~~other~~care ~~debts~~ and ~~other liens,~~ maintenance; ~~of assets, a limit on loans~~ and ~~investments,~~(ii) a ~~prohibition~~two-year onavailability aperiod ~~change~~for ofthe ~~ownership~~A$20.0 million ~~and~~business ~~additional~~operations ~~negative covenants~~facility.

InThe ~~connection~~Commonwealth ~~with~~Facilities ~~the~~are ~~financing~~secured by general security deeds and certain real property and aircraft‑related security and, ~~the~~among ~~Original~~other ~~Alerus~~things: ~~Loan~~(i) ~~Parties~~include ~~entered~~a ~~into~~financial ~~Amendment~~covenant ~~No.~~requiring 2the Rex Companies to ~~Credit~~maintain ~~Agreement~~a ~~and~~minimum ~~Consent~~cash ~~(“Amendment~~balance Noof A$5.0 million ~~2”)~~at onall ~~February~~times 21until the New Cap Note Facility is fully drawn, ~~2025.~~(ii) ~~Amendment~~require ~~No.~~application 2of ~~updated~~Excess Cash Flow as mandatory prepayments pursuant to the ~~Credit~~Intercreditor Deed, (iii) under the New Facility Agreement, ~~dated~~provide asfor ofmandatory ~~August~~prepayments 29from asset sale proceeds, ~~2024~~insurance proceeds not applied to repair or replacement, asand ~~amended~~Excess byCash ~~Amendment~~Flow, ~~No.~~(iv) 1restrict ~~dated~~the assale or disposal of ~~January~~assets 21outside the ordinary course of business, ~~2025~~subject to ~~remove~~a ~~references~~basket tofor ~~Term~~disposals ~~Note~~where Bthe -market ~~Alerus~~value ~~and~~or ~~remove~~consideration ~~the~~does ~~lien~~not ~~and~~exceed ~~assignment~~A$1.0 million ofin ~~rents~~any onfinancial year; and (v) under the ~~Denver~~Commonwealth Term Loan, ~~North~~requires ~~Carolina~~mandatory ~~real~~prepayments ~~property.~~from ~~MAC~~Excess ~~used~~Cash Flow in accordance with the ~~proceeds~~Intercreditor Deed. As of March 31, 2026, the ~~new~~Rex ~~financing~~Companies towere ~~repay~~in ~~Term~~compliance ~~Note~~with Ball financial and non-financial ~~Alerus~~covenants ~~with~~applicable ~~Alerus~~under the Commonwealth Facilities, including the Rex Regional Commitments and minimum cash balance requirements.

AsThe ~~mentioned~~Company inbelieves ~~Note~~that 12it ofhas ~~Notes~~sufficient tocash ~~Consolidated~~on ~~Financial~~hand ~~Statements~~and ~~included~~available ~~under Part II~~liquidity, ~~Item 8, on March 31, 2025, the Alerus Loan Parties under the Credit Agreement with Alerus entered into Amendment No. 3~~ to ~~Credit~~meet ~~Agreement~~its ~~("Amendment~~obligations ~~No. 3") with Alerus~~ as ~~well~~they asbecome adue ~~$3.0 million secured Overline Note and an Amended and Restated Revolving Credit Note~~ in the ~~amount~~ordinary ofcourse ~~$14.0 million. The maturity date~~ of ~~the~~business ~~Overline~~for ~~Note is October 31, 2025 or such earlier date on which the Overline Note becomes due and payable. The Overline Note bears interest~~ at ~~the~~least ~~greater~~12 ofmonths ~~5.00%~~following ~~or one-month SOFR plus 2.00%. In connection with Amendment No. 3, AirCo, LLC, AirCo 2, LLC, AirCo Services, LLC, and Stratus Aero Partners, LLC were released as co-borrowers from~~ the ~~New~~date ~~Credit~~these ~~Agreement~~financial ~~(including~~statements ~~the~~are ~~Overline Note)~~issued. ~~As a result, only Air'Zona, CSA, GGS, MAC, WASI, Worthington, Jet Yard and Jet Yard Solutions remain as entities related to the Alerus note (the "Alerus Loan Parties")~~

As mentioned in Note 24 of Notes to Consolidated Financial Statements included under Part II, Item 8 of this report, on May 15, 2025 the Alerus Loan Parties under the Revolving Credit Agreement with Alerus and Royal Aircraft Services, LLC, a Maryland limited liability company (“Royal”) and Air T entered into Amendment No. 4 to Credit Agreement and Consent (the “Amendment”) and Term Loan C with Alerus in the amount of $1.1 million. The purpose of the Amendment and Term Note was to provide a term loan to finance the full purchase price of the Royal acquisition, to add Royal as a part of the Alerus Loan Parties to the Alerus credit agreement, as amended and to memorialize Alerus’ consent to the Royal acquisition. The new term loan matures May 15, 2030 and bears interest at the greater of five (5%) percent or the CME one-month term SOFR rate plus 2.25%. Monthly payments on Term Note C commenced June 15, 2025 and are equal to $12,500 plus accrued interest. The term loan is secured by the terms of Security Agreement dated as of August 29, 2024.

As mentioned in Note 24 of Notes to Consolidated Financial Statements included under Part II, Item 8 of this report, on May 30, 2025 the Company and AAM 24-1 entered into a Third Note Purchase Agreement (the "Third NPA") with the Institutional Investors. Under the Third NPA, the Institutional Investors advanced an addition $10.0 million to AAM 24-1 and committed to advance an additional $60.0 million in $10.0 million increments periodically on the 30th day of each September, January commencing on September 30, 2025 and ending on May 30, 2027 if all requirements as dictated by the Third NPA are met. The Third NPA bears annual interest at a rate of 8.5% which is computed on the basis of a 30/360-day year and actual days elapsed and is payable semi-annually in arrears. The maturity of the Third NPA is May 31, 2035.

As a result, management believes it is probable that the cash on hand and current financings, net cash provided by operations from its remaining operating segments, together with amounts available under our current revolving lines of credit, as amended, will be sufficient to meet obligations as they become due in the ordinary course of business for at least 12 months following the date these financial statements are issued.

Cash Flows

37Following is a table of changes in cash flow for the fiscal years ended March 31, 2026 and 2025 (in thousands):

Following is a table of changes in cash flow from continuing operations for the respective fiscal years ended March 31, 2025 and 2024 (in thousands):


	Year Ended March 31,				Change
	2026		2025
Net cash (used in) provided by operating activities	$	(25,044)	$	23,496	$	(48,540)
Net cash used in investing activities	(21,803)		(20,189)		(1,614)
Net cash provided by (used in) financing activities	65,399		(4,801)		70,200
Effect of foreign currency exchange rates on cash and cash equivalents	(39)		408		(447)
Net increase (decrease) in cash and cash equivalents and restricted cash	$	18,513	$	(1,086)	$	19,599

	Year Ended March 31,				Change
	2025		2024
Net Cash Provided by Operating Activities	$	23,496	$	17,178	$	6,318
Net Cash Used in Investing Activities	(20,189)		(2,499)		(17,690)
Net Cash Used in Financing Activities	(4,801)		(13,910)		9,109
Effect of foreign currency exchange rates	408		(16)		424
Net (Decrease) Increase in Cash and Cash Equivalents and Restricted Cash	$	(1,086)	$	753	$	(1,839)

Net cash used in operating activities for the fiscal year ended March 31, 2026 was $25.0 million compared to net cash provided by operating activities of $23.5 million in the prior fiscal year. The decrease of $48.5 million was primarily driven by a $44.7 million unfavorable change in inventory activity during the fiscal year ended March 31, 2026 compared to the inventory activity during the prior fiscal year and by the $11.2 million operating loss for the fiscal year ended March 31, 2026 compared to operating income of $1.9 million in the prior year period. Partially offsetting these changes was a $13.6 million favorable change in accounts payable. The increase in inventory was primarily driven by sales in excess of inventory purchases in the prior year period versus increased expansion of inventory in the current year period, while the increase in accounts payable was primarily due to the timing of payments at year end.

Net cash ~~provided~~used byin ~~operating~~investing activities infor the fiscal year ~~2025~~ended March 31, 2026 was $2321.58 million compared to ~~net~~$20.2 ~~cash~~million ~~provided~~in ~~by operating activities for~~ the prior ~~fiscal~~ year ~~of $17~~period.2 ~~million.~~ The ~~increase~~cash used in ~~operating~~investing ~~cash~~activities ~~flows~~in the current year period was primarily driven by ainvestments ~~higher decrease~~ in ~~inventory~~unconsolidated entities of $1115.52 million, ~~due~~capital toexpenditures ~~higher component sales at Contrail in the current year and timing~~ of ~~inventory purchases~~$16.5 ~~These~~million ~~changes~~primarily ~~were~~driven ~~partially offset~~ by ~~$5.9~~purchases ~~million~~of ~~net~~engines ~~change~~and ~~in accounts receivable.~~

Net cash used in investing activities for fiscal year 2025 was $20.2 million compared to net cash used in investing activities for the prior fiscal year of $2.5 million. The cash used in investing activities was primarily driven by capital expenditures of $14.6 million related to assets on lease in the current year at Contrail and disbursements of $3.8 million related to the Lendway notes receivable.48

~~Net~~rotable ~~cash~~assets ~~used~~at inRex, ~~financing~~proceeds ~~activities~~of ~~for fiscal year 2025 was~~ $419.89 million ~~compared~~from tothe ~~net~~sale ~~cash~~of ~~used~~the intwo ~~financing~~Airbus ~~activities~~Model ~~for~~A321-111 ~~the~~aircraft, ~~prior~~and ~~fiscal~~loan ~~year~~advances of $131.95 million. ~~The~~to ~~cash~~Bloomia and another unrelated entity. Cash used in ~~financing~~investing activities in the ~~current~~prior year period was primarily driven by ~~$12.3~~investments ~~million~~in ~~more~~unconsolidated ~~proceeds~~entities ~~and~~of $107.60 million ~~less~~and ~~payments~~capital onexpenditures ~~the Company's revolving lines~~ of ~~credit. These changes were partially offset by~~ $614.76 million ~~more~~related ~~payments~~to ~~made on~~ the ~~Company's~~purchase ~~term~~of ~~loans~~the ~~and~~two ~~$7.9~~aircraft ~~million~~that ~~less~~were ~~proceeds~~sold ~~received from the issuance of TruPs~~ in the current year period ~~compared to the prior year period~~.

Net cash provided by financing activities for the fiscal year ended March 31, 2026 was $65.4 million compared to net cash used in financing activities of $4.8 million in the prior year period. The increase was primarily due to a $51.4 million increase and $19.7 million decrease in proceeds and payments, respectively, on the Company's term loans.

Off-Balance Sheet Arrangements

The Company defines an off-balance sheet arrangement as any transaction, agreement or other contractual arrangement involving an unconsolidated entity under which a ~~Company~~company has (1) made guarantees, (2) a retained or a contingent interest in transferred assets, (3) an obligation under derivative instruments classified as equity, or (4) any obligation arising out of a material variable interest in an unconsolidated entity that provides financing, liquidity, market risk or credit risk support to the ~~Company~~company, or that engages in leasing, hedging, or research and development arrangements with the Company. The Company is not currently engaged in the use of any of these arrangements.

Systems and Network Security

Although we have employed significant resources to develop our security measures against breaches, our cybersecurity measures may not detect or prevent all attempts to compromise our systems, including hacking, viruses, malicious software, break-ins, phishing attacks, security breaches or other attacks and similar disruptions that may jeopardize the security of information stored in and transmitted by our systems. Breaches of our cybersecurity measures could result in unauthorized access to our systems, misappropriation of information or data, deletion or modification of client information or other interruption to our business operations. As techniques used to obtain unauthorized access to sabotage systems change frequently and may not be known until launched against us or our third-party service providers, we may be unable to anticipate, or implement adequate measures to protect against these attacks. If we are unable to avert these attacks and security breaches, we could be subject to significant legal and financial liability, our reputation would be harmed and we could sustain substantial revenue loss from lost sales and customer dissatisfaction. We may not have the resources or technical sophistication to anticipate or prevent rapidly evolving types of cyber-attacks. Cyber-attacks may target us or other participants, or the communication infrastructure on which we depend. Actual or anticipated attacks and risks may cause us to incur significantly higher costs, including costs to deploy additional personnel and network protection technologies, train employees, and engage third-party experts and consultants. Cybersecurity breaches would not only harm our reputation and business, but also could materially decrease our revenue and net income.

Supply Chain and Inflation

In fiscal ~~2025~~2026, we faced sourcing challenges that impacted our ability to procure raw materials and certain commodities, which resulted in delays and increased costs. These disruptions were driven by supply chain market constraints and macroeconomic conditions, including inflation and labor market shortages. High inflation increased material and component prices, labor rates and supplier costs, and put pressure on our margins. Current geopolitical conditions, including conflicts and other causes of strained intercountry relations, as well as sanctions and other trade restrictive activities, are contributing to these supply chain issues. The fluidity of this situation precludes any prediction as to the ultimate adverse impact of these issues on economic and market conditions and our businesses in particular, and, as a result, presents material uncertainty and risk with respect to us and our results of operations.

conditions, including inflation and labor market shortages. High inflation increased material and component prices, labor rates and supplier costs, and put pressure on our margins. Current geopolitical conditions, including conflicts and other causes of strained intercountry relations, as well as sanctions and other trade restrictive activities, are contributing to these supply chain issues. The fluidity of this situation precludes any prediction as to the ultimate adverse impact of these issues on economic and market conditions and our businesses in particular, and, as a result, presents material uncertainty and risk with respect to us and our results of operations.

Non-GAAP Financial Measures

The Company uses adjusted earnings before taxes, interest, and depreciation and amortization ("Adjusted EBITDA"), a non-GAAP financial measure as defined by the SEC, to evaluate the Company's financial performance. This performance measure is not defined by accounting principles generally accepted in the ~~United~~U.S. ~~States~~ and should be considered in addition to, and not in lieu of, GAAP financial measures.

Adjusted EBITDA is defined as earnings before taxes, interest, and depreciation and amortization, adjusted for specified items. The Company calculates Adjusted EBITDA by removing the impact of specific items and adding back the amounts of interest expense and depreciation and amortization to earnings before income taxes. When calculating Adjusted EBITDA, the Company does not add back depreciation expense for ~~aircraft~~assets ~~engines~~ that are on lease, as the Company believes this expense matches with the corresponding revenue earned on ~~engine leases. There was $1.4 million depreciation expense for~~ leased assets ~~in the current fiscal year, whereas there was no depreciation expense in the prior fiscal year~~.

Management believes that Adjusted EBITDA is a useful measure of the Company's performance because it provides investors additional information about the Company's operations allowing better evaluation of underlying business performance and better period-to-period comparability. Adjusted EBITDA is not intended to replace or be an alternative to operating income (loss) from continuing operations, the most directly comparable amounts reported under GAAP. We may periodically review and update our non-GAAP financial measures based on our determination of their relevance to our business which could result in the addition or elimination of select non-GAAP financial measures in the future.49

~~The~~Management ~~table~~believes ~~below~~that ~~provides~~Adjusted EBITDA is a ~~reconciliation~~useful measure of ~~operating~~the ~~income~~Company's ~~(loss)~~performance ~~from~~because ~~continuing~~it provides investors additional information about the Company's operations allowing better evaluation of underlying business performance and better period-to-period ~~Adjusted~~comparability. ~~EBITDA~~We ~~for~~may periodically review and update our non-GAAP financial measures based on our determination of their relevance to our business which could result in the ~~fiscal~~addition ~~years~~or ~~ended~~elimination ~~March 31,~~of ~~2025~~select ~~and~~non-GAAP ~~2024~~financial (measures in ~~thousands~~the future. Adjusted EBITDA is not intended to replace or be an alternative to operating income (loss):, the most directly comparable amounts reported under GAAP.

	Twelve Months Ended
	March 31, 2025		March 31, 2024
Operating income (loss) from continuing operations	$	1,908	$	1,264
Depreciation and amortization (excluding leased assets depreciation)	2,998		2,798
Asset impairment, restructuring or impairment charges	1,463		1,195
Loss on sale of property and equipment	15		18
TruPs issuance expenses	212		347
Share-based compensation	88		106
Severance expenses	244		462
Earnout remeasurement	$	435	$	—
Adjusted EBITDA	$	7,363	$	6,190

The tables below provide a reconciliation of operating income (loss) to Adjusted EBITDA for the fiscal years ended March 31, 2026 and 2025 (in thousands):

The table below provides Adjusted EBITDA for the Company's four segments and Corporate and other for the fiscal years ended March 31, 2025 and 2024 (in thousands):


	Year Ended
	March 31, 2026		March 31, 2025
Operating (loss) income	$	(11,197)	$	1,908
Depreciation and amortization (excluding leased assets depreciation)1	11,661		2,998
Inventory write-down and reserves	850		1,463
(Gain) loss on sale of property and equipment	(65)		15
Securities issuance expenses	136		212
Share-based compensation	175		88
Severance expenses	100		244
Earnout remeasurement	(666)		435
Landholder duty charges	3,444		—
Acquisition and integration expenses	5,687		—
Adjusted EBITDA	$	10,125	$	7,363
(1) There was depreciation expense of $0.7 million and $1.4 million excluded during the fiscal years ended March 31, 2026 and 2025, respectively.

	Twelve Months Ended
	March 31, 2025		March 31, 2024
Overnight Air Cargo	$	6,808	$	7,144
Ground Support Equipment	(773)		(949)
Commercial Aircraft, Engines and Parts	9,832		6,119
Digital Solutions	(272)		149
Segments total	15,595		12,463
Corporate and Other	(8,232)		(6,273)
Adjusted EBITDA	$	7,363	$	6,190

Issuer and guarantor subsidiary summarized information

Air T Funding is a statutory business trust formed under Delaware law in September 2018. Air T Funding exists for the exclusive purposes of (i) issuing and selling its Alpha Income Trust Preferred Securities (also referred to as the 8.0% Cumulative Securities, Capital Securities or “Trust Preferred Securities”), par value $25.00 per share, (ii) using the proceeds from the sale of the Trust Preferred Securities to acquire Junior Subordinated Debentures issued by the Company, and (iii) engaging in only those other activities necessary, advisable or incidental thereto (such as registering the transfer of the Trust Preferred Securities). Accordingly, the Junior Subordinated Debentures are the sole assets of Air T Funding, and payments by the Company under the Junior Subordinated Debentures and a related expense agreement are the sole revenues of Air T Funding. Air T Funding’s business and affairs are conducted by a Property Trustee, a Delaware Trustee and two individual Administrative Trustees who are officers of Air T.

Distributions on the Trust Preferred Securities are payable to record holders at the annual rate of 8% of the stated $25.00 liquidation amount, payable quarterly in arrears on the 15th day of February, May, August, and November in each year. The Trust Preferred Securities issued by the Trust are fully and unconditionally and jointly and severally guaranteed on a senior unsecured basis by Air T. Air T guarantees the payment of distributions by Air T Funding and payments on liquidation or redemption of the Trust Preferred Securities (subordinate to the right to payment of senior and subordinated debt of Air T, as defined in Note 1213 of Notes to Consolidated Financial Statements included under Part III, Item 18 of this report). If Air T Funding has insufficient funds to pay distributions on the Trust Preferred Securities (i.e., if Air T has failed to make required payments under the Junior Subordinated Debentures), a holder of the Trust Preferred Securities would have the right to institute a legal proceeding directly against Air T to enforce payment of such distributions.

All of the common securities of Air T Funding are owned by Air T. The common securities rank pari passu, and payments will be made thereon pro rata, with the Trust Preferred Securities, except that upon the occurrence and during the continuance of an event of default under the Trust Agreement, as amended resulting from an event of default under the indenture, the rights of the Company as holder of the common securities to payment in respect of distributions and payments upon liquidation, redemption or otherwise would be subordinated to the rights of the holders of the Trust Preferred Securities.

The Company has an optional right to repay the Junior Subordinated Debentures (i) to Air T Funding on or after June 7, 2024, in whole at any time or in part from time to time at a redemption price equal to the accrued and unpaid interest on the Junior Subordinated Debentures so redeemed to the date fixed for redemption, plus 100% of the principal amount thereof, or (ii) at any time, in whole (but not in part), upon the occurrence of a Tax Event, an Investment Company Event or a Capital Treatment Event (each as defined in the indenture) at a redemption price equal to the accrued and unpaid interest on the Junior Subordinated Debentures so redeemed to the date fixed for redemption, plus 100% of the principal amount thereof. In the event a Tax Event, an Investment Company Event or Capital Treatment Event has occurred and is continuing and the Company does not elect to redeem the Junior Subordinated Debentures and thereby cause a mandatory redemption of the Trust Preferred Securities or to liquidate Air T Funding and cause the Junior Subordinated Debentures to be distributed to holders of the Trust securities in liquidation of Air T Funding, such Trust Preferred Securities will remain outstanding and additional sums may be payable on the Junior Subordinated Debentures.

Subordinated Debentures so redeemed to the date fixed for redemption, plus 100% of the principal amount thereof, or (ii) at any time, in whole (but not in part), upon the occurrence of a Tax Event, an Investment Company Event or a Capital Treatment Event (each as defined in the indenture) at a redemption price equal to the accrued and unpaid interest on the Junior Subordinated Debentures so redeemed to the date fixed for redemption, plus 100% of the principal amount thereof. In the event a Tax Event, an Investment Company Event or Capital Treatment Event has occurred and is continuing and the Company does not elect to redeem the Junior Subordinated Debentures and thereby cause a mandatory redemption of the Trust Preferred Securities or to liquidate Air T Funding and cause the Junior Subordinated Debentures to be distributed to holders of the Trust securities in liquidation of Air T Funding, such Trust Preferred Securities will remain outstanding and additional sums may be payable on the Junior Subordinated Debentures.

At any time on or after June 7, 2024, the Trust Preferred Securities are subject to mandatory redemption upon the Company's repayment of the Junior Subordinated Debentures at maturity or their earlier redemption in an amount equal to the amount of Junior Subordinated Debentures maturing on or being redeemed at a redemption price equal to the aggregate liquidation amount of the Trust Preferred Securities plus accumulated and unpaid distributions thereon to the date of redemption. If less than all of the Junior Subordinated Debentures are to be repaid or redeemed on a redemption date, then the proceeds from such repayment or redemption would be allocated to the redemption of the Trust Preferred Securities pro rata.

So long as no Debenture event of default has occurred and is continuing, at any time on or after June 7, 2024, the Company has the right under the indenture to defer the payment of interest on the Junior Subordinated Debentures at any time or from time to time for a period not exceeding 20 consecutive quarters with respect to each such period (each, an “Extension Period”), provided that no Extension Period may extend beyond the stated maturity of the Junior Subordinated Debentures on June 7, 2049. As a consequence of any such election, quarterly distributions on the Trust Preferred Securities will be deferred by Air T Funding during any such Extension Period. Distributions to which holders of Trust Preferred Securities are entitled will accumulate additional amounts thereon at the rate per annum of 8% thereof, compounded quarterly from the relevant Distribution Date, to the extent permitted under applicable law. During any such Extension Period, the Company may not (i) declare or pay any dividends or distributions on, or redeem, purchase, acquire, or make a liquidation payment with respect to, any of the Company’s capital stock (which includes common and preferred stock) or (ii) make any payment of principal, interest or premium, if any, on or repay, repurchase or redeem any debt securities of the Company that rank pari passu with or junior in interest to the Junior Subordinated Debentures or make any guarantee payments with respect to any guarantee by the Company of the debt securities of any subsidiary of the Company if such guarantee ranks pari passu with or junior in interest to the Junior Subordinated Debentures (other than (a) dividends or distributions in common stock of the Company, (b) any declaration of a dividend in connection with the implementation of a stockholders’ rights plan, or the issuance of stock under any such plan in the future, or the redemption or repurchase of any such rights pursuant thereto, (c) payments under the guarantee and (d) purchases of common stock for issuance under any of the Company’s benefit plans for its directors, officers or employees). Prior to the termination of any such Extension Period, the Company may further extend such Extension Period, provided that such extension does not cause such Extension Period to exceed 20 consecutive quarters or extend beyond the stated maturity. Upon the termination of any such Extension Period and the payment of all amounts then due, and subject to the foregoing limitations, the Company may elect to begin a new Extension Period. Subject to the foregoing, there is no limitation on the number of times that the Company may elect to begin an Extension Period. The Company has no current intention of exercising its right to defer payments of interest by extending the interest payment period on the Junior Subordinated Debentures.

40Air T Funding has a term of 30 years, but may terminate earlier as provided in the Trust Agreement, as amended. The Trust Agreement was most recently amended on March 3, 2021 and on January 28, 2022 and currently allows for the issuance of up to $100.0 million of Trust Preferred Securities. As of March 31, 2026, there are $51.7 million in Trust Preferred Securities outstanding (which includes $13.0 million held by wholly-owned subsidiaries of the Company).

time for a period not exceeding 20 consecutive quarters with respect to each such period (each, an “Extension Period”), provided that no Extension Period may extend beyond the stated maturity of the Junior Subordinated Debentures on June 7, 2049. As a consequence of any such election, quarterly distributions on the Trust Preferred Securities will be deferred by Air T Funding during any such Extension Period. Distributions to which holders of Trust Preferred Securities are entitled will accumulate additional amounts thereon at the rate per annum of 8% thereof, compounded quarterly from the relevant Distribution Date, to the extent permitted under applicable law. During any such Extension Period, the Company may not (i) declare or pay any dividends or distributions on, or redeem, purchase, acquire, or make a liquidation payment with respect to, any of the Company’s capital stock (which includes common and preferred stock) or (ii) make any payment of principal, interest or premium, if any, on or repay, repurchase or redeem any debt securities of the Company that rank pari passu with or junior in interest to the Junior Subordinated Debentures or make any guarantee payments with respect to any guarantee by the Company of the debt securities of any subsidiary of the Company if such guarantee ranks pari passu with or junior in interest to the Junior Subordinated Debentures (other than (a) dividends or distributions in common stock of the Company, (b) any declaration of a dividend in connection with the implementation of a stockholders’ rights plan, or the issuance of stock under any such plan in the future, or the redemption or repurchase of any such rights pursuant thereto, (c) payments under the guarantee and (d) purchases of common stock for issuance under any of the Company’s benefit plans for its directors, officers or employees). Prior to the termination of any such Extension Period, the Company may further extend such Extension Period, provided that such extension does not cause such Extension Period to exceed 20 consecutive quarters or extend beyond the stated maturity. Upon the termination of any such Extension Period and the payment of all amounts then due, and subject to the foregoing limitations, the Company may elect to begin a new Extension Period. Subject to the foregoing, there is no limitation on the number of times that the Company may elect to begin an Extension Period. The Company has no current intention of exercising its right to defer payments of interest by extending the interest payment period on the Junior Subordinated Debentures.

Air T Funding has a term of 30 years, but may terminate earlier as provided in the Trust Agreement, as amended. The Trust Agreement was most recently amended on March 3, 2021 and on January 28, 2022 and currently allows for the issuance of up to $100.0 million of Trust Preferred Securities. As of March 31, 2025, there are $48.3 million in Trust Preferred Securities outstanding (which includes $13.0 million held by wholly-owned subsidiaries of the Company).

The Trust is a “finance subsidiary” of Air T within the meaning of Rule 3‑10 of Regulation S‑X under the Securities Act of 1933, as amended, and as a result the Air T Funding does not file periodic reports with the SEC under the Securities Exchange Act of 1934, as amended.

Seasonality

The ground support equipment segment business has historically been seasonal, with the revenues and operating income typically being higher in the second and third fiscal quarters as commercial deicers are typically delivered prior to the winter season. ~~Other segments are typically not susceptible to material seasonal trends.~~

The regional airline segment experiences seasonal variation in passenger demand. Rex's network is oriented toward business, government, and regional connectivity travel rather than leisure travel. Demand for this travel typically softens during the Australian summer when corporate and government activity slows over the December-to-March period. Adverse weather associated with the northern Australian wet season during these months can further disrupt regional flight operations.

Consequently, Rex's weakest demand typically occurs in the latter part of our third fiscal quarter and throughout our fourth fiscal quarter, which ends March 31.

Other segments are typically not susceptible to material seasonal trends.

Critical Accounting Policies and Estimates

The Company’s significant accounting policies are described in Note 1 of Notes to Consolidated Financial Statements included under Part II, Item 8 of this report. The preparation of the Company’s consolidated financial statements in conformity with accounting principles generally accepted in the ~~United~~U.S. ~~States~~ requires the use of estimates and assumptions to determine certain assets, liabilities, revenues and expenses. Management bases these estimates and assumptions upon the best information available at the time of the estimates or assumptions. The Company’s estimates and assumptions could change materially as conditions within and beyond our control change. Accordingly, actual results could differ materially from estimates. The Company believes that the following matters are its most critical accounting policies:

Inventories – Inventories are carried at the lower of cost or net realizable value. Within the Company’s commercial aircraft, engines and parts segment, there are various estimates and judgments made in relief of inventory as parts are sold from established groups of parts from one engine or airframe purchase. The estimates and judgments made in relief of inventory are based on assumptions that are consistent with a market participant’s future expectations for the commercial aircraft, jet engines and parts industry and the economy in general and our expected intent for the inventory. These assumptions and estimates are complex and subjective in nature. Changes in economic and operating conditions could impact the assumptions and result in future losses to our inventory.

The Company periodically evaluates the carrying value of inventory. In these evaluations, the Company is required to make estimates regarding the net realizable value, which includes the consideration of sales patterns, expected future demand, and costs to refurbish aircraft parts. Any slow moving, obsolete or damaged inventory and inventory with costs exceeding net realizable value are evaluated for write-downs. These estimates could vary significantly from actual amounts based upon future economic conditions, customer inventory levels, or competitive factors that were not foreseen or did not exist when the estimated write-downs were made.

41Business Combinations - The Company accounts for acquisitions of businesses using the acquisition method of accounting under ASC 805. Under this method, the total purchase consideration is allocated to the tangible and intangible assets acquired and the liabilities assumed based on their estimated fair values at the acquisition date. Any excess of the purchase consideration over the estimated fair value of the net identifiable assets acquired is recorded as goodwill whereas any excess of the estimated fair value of the net identifiable assets acquired over the purchase consideration is recorded as a bargain purchase gain. Acquisition-related transaction costs are expensed as incurred.

~~economic~~Determining ~~conditions~~the fair value of assets acquired and liabilities assumed requires management to make significant estimates and assumptions, particularly with respect to acquired intangible assets, such as customer ~~inventory~~relationships, ~~levels~~developed technology, orand ~~competitive~~trade ~~factors~~names, ~~that~~and ~~were~~the ~~not~~CFA ~~foreseen~~debt. These fair values are generally estimated using income-based valuation approaches—such as the multi-period excess earnings method or ~~did~~the ~~not~~relief-from-royalty ~~exist~~method—which ~~when~~rely on assumptions including projected revenues and cash flows, revenue growth rates, customer attrition rates, royalty rates, the ~~estimated~~economic ~~write~~useful life of the asset, and the discount rate applied to future cash flows. Management may engage independent third-~~downs~~party ~~were~~valuation ~~made~~specialists to assist in these determinations.

Contingent consideration arising from a business combination is recognized at its acquisition-date fair value and remeasured to fair value at each subsequent reporting date until settled, with changes recognized in earnings.

The Company finalizes its purchase price allocation within the measurement period, which may extend up to one year from the acquisition date, as additional information about facts and circumstances existing at the acquisition date is obtained. Because these estimates and assumptions are inherently uncertain, the use of different assumptions could result in materially different fair values, which would affect the amounts recorded as goodwill, identifiable intangible assets, and bargain purchase gains, as well as future amortization and potential impairment charges.

Item 7A. Quantitative and Qualitative Disclosures about Market Risk.

The Company is subject to the risk of fluctuating interest rates in the normal course of business, primarily as a result of its variable rate borrowing. The Company has entered into variable to fixed rate interest-rate swap agreements on certain obligations to effectively reduce its exposure to interest rate fluctuations.

We are also exposed to certain losses in the event of nonperformance by the counterparties under the swaps. We regularly evaluate the financial condition of our counterparties. Based on this review, we currently expect the counterparties to perform fully under the swaps. However, if a counterparty defaults on its obligations under a swap, we could be required to pay the full rates on the applicable debt, even if such rates were in excess of the rate in the contract.

As a result of the acquisition of Rex, the Company is also exposed to jet fuel price risk in its regional airline segment. Jet fuel is one of Rex’s largest operating costs. Jet fuel prices are correlated with the price of Brent crude oil, are affected by refining margins and transportation costs, and are denominated in U.S. dollars, which exposes Rex to fluctuations in the Australian dollar/U.S. dollar exchange rate. Rex does not currently use derivative financial instruments to hedge its exposure to jet fuel prices or related currency risk; Rex seeks to mitigate increases in fuel costs primarily through fare adjustments and capacity and schedule management, and there can be no assurance that it will be able to do so. Certain of Rex’s competitors maintain fuel hedging programs and may realize a relative cost advantage during periods of rising fuel prices.

The Company is also exposed to foreign currency exchange-rate risk, primarily with respect to the Australian dollar. Rex’s revenues, expenses, assets, liabilities, cash flows, and financing arrangements may be denominated in Australian dollars, while our consolidated financial statements are presented in U.S. dollars. Fluctuations in the exchange rate between the Australian dollar and the U.S. dollar may affect reported revenues, expenses, assets, liabilities, stockholders’ equity, and cash flows, and may create volatility in our consolidated financial statements. A weakening of the Australian dollar against the U.S. dollar may reduce the U.S. dollar value of Rex’s revenues, operating results, cash flows, and net assets, while a strengthening of the Australian dollar against the U.S. dollar may increase the U.S. dollar value of Rex’s expenses, liabilities, and Australian dollar-denominated obligations.

See “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations - Liquidity and Capital Resources” and the Notes to Consolidated Financial Statements for a description of our accounting policies and other information related to these financial instruments.

4253

Item 8. Financial Statements and Supplementary Data.

INDEX TO FINANCIAL STATEMENTS

			Page
AIR T, INC. CONSOLIDATED FINANCIAL STATEMENTS
Report of Independent Registered Public Accounting Firm			4455
Consolidated Statements of Income (Loss) for the Years Ended March 31, 2025 and 2024			46
Consolidated Statements of Income (Loss) for the Years Ended March 31, 2026 and 2025			58
Consolidated Statements of Comprehensive Income (Loss) for the Years Ended March 31, 2025 and 2024			47
Consolidated Statements of Comprehensive Income (Loss) for the Years Ended March 31, 2026 and 2025			59
Consolidated Balance Sheets as of March 31, 2025 and 2024			48
Consolidated Balance Sheets as of March 31, 2026 and 2025			60
Consolidated Statements of Cash Flows for the Years Ended March 31, 2025 and 2024			49
Consolidated Statements of Cash Flows for the Years Ended March 31, 2026 and 2025			61
Consolidated Statements of Equity for the Years Ended March 31, 2025 and 2024			51
Consolidated Statements of Equity for the Years Ended March 31, 2026 and 2025			62
Notes to Consolidated Financial Statements			5364

4354

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the stockholders and the Board of Directors of Air T, Inc.

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheets of Air T, Inc. and subsidiaries (the “Company”) as of March 31, ~~2025~~2026 and ~~2024~~2025, the related consolidated statements of income (loss), comprehensive income (loss), equity, and cash flows, for each of the two years in the period ended March 31, ~~2025~~2026, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of March 31, ~~2025~~2026 and ~~2024~~2025, and the results of its operations and its cash flows for each of the two years in the period ended March 31, ~~2025~~2026, in conformity with accounting principles generally accepted in the United States of America.

Basis for Opinion

These financial statements are the responsibility of the Company’'s management. Our responsibility is to express an opinion on the Company’'s financial statements based on our ~~audits~~audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’'s internal control over financial reporting. Accordingly, we express no such opinion.

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

Critical Audit ~~Matter~~Matters

The critical audit ~~matter~~matters communicated below isare amatters ~~matter~~ arising from the current-period audit of the financial statements that ~~was~~were communicated or required to be communicated to the audit committee and that (1) ~~relates~~relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit ~~matter~~matters below, providing a separate ~~opinion~~opinions on the critical audit ~~matter~~matters or on the accounts or disclosures to which itthey ~~relates~~relate.

~~Redeemable~~Inventories, ~~non~~net -~~controlling~~ ~~interest –~~ valuation of ~~Contrail~~inventories ~~Aviation~~- ~~Support, LLC —~~ Refer to Notes 1 and 45 to the financial statements

Critical Audit Matter Description

Inventories are carried at the lower of cost or net realizable value. Within the commercial aircraft, engines, and parts reportable segment, the Company is required to make assumptions about expected profit margins used in the relief of inventory as parts are sold from established groups of parts from one engine or airframe purchase. Additionally, in its periodic evaluation of the carrying value of the inventories, the Company is required to make estimates regarding the net realizable value. These estimates include assumptions about sales patterns, expected future demand and costs to refurbish. Changes in these assumptions could have a significant impact on the valuation of inventory held by the Company’s commercial aircraft, engines and parts reportable segment.

We identified the valuation of certain inventory held by the Company’s commercial aircraft, engines and parts reportable segment as a critical audit matter. Given the magnitude of the inventories at certain business units, coupled with the significant judgments necessary to estimate the expected profit margins and to project sales patterns, expected future demand and costs to refurbish, auditing such estimates required a high degree of auditor judgment and an increased extent of effort when performing audit procedures and evaluating the results of those procedures.

How the Critical Audit Matter Was Addressed in the Audit

4455

Our audit procedures related to expected profit margins utilized in the relief of inventory, and related to the sales patterns, expected future demand and costs to refurbish used in estimating the net realizable value of inventory, included the following, among others:

•We assessed the reasonableness of management’s estimates of expected profit margins for a representative sample of inventories by:

◦Comparing the life-to-date profit margin on sales from the group of parts to management’s initial profit margin assessment.

◦Evaluating the reasonableness of management’s judgments about changes to the initial profit margin estimates, if any.

•We assessed the reasonableness of management’s projections of sales patterns, expected future demand and costs to refurbish by:

◦Comparing the information to historical results of those business units.

◦Evaluating the methodology and assumptions used by, and the qualifications of, the Company’s third-party valuation specialist.

◦Performing the following procedures for a representative sample of inventories:

◦▪Evaluating the key assumptions underlying the valuation by examining recent sales of comparable parts and component condition.

◦▪Utilizing historical costs to develop an independent estimate of costs necessary to refurbish the parts.

▪•We compared management’s assumptions to market data and industry forecasts.

Regional Express Holdings Pty Ltd Acquisition — Valuation of the Commonwealth Facility Agreement assumed - Refer to Notes 1 and 2 to the financial statements

Critical Audit Matter Description

On December 18, 2025, the Company completed the acquisition of Regional Express Holdings Pty Ltd (“Rex”) for approximately $1, with the Company assuming $71.2 million (face value) in liabilities associated with the Commonwealth Facility Agreement ("CFA Debt"), with the Commonwealth of Australia. The Company accounted for the acquisition under the acquisition method of accounting for business combinations.

The total consideration for the Rex acquisition includes the nominal equity purchase price and cash consideration transferred to creditors and the assumption of the CFA Debt. For purposes of determining the fair value of the assumed CFA Debt, the Company utilized a discounted cash flow ("DCF") approach, consistent with market practice and applicable accounting standards to estimate the fair value based on the absence of observable market inputs. The DCF values the forecasted cash flows related to Rex operations that are required to be used to prepay the note over its term. The fair value of the debt would have been different if there was a significant change to the cash flows for prepayment and the discount rate applied to the cash flows. The CFA Debt has an initial term of 30 years and permits extension of the termination date by up to an additional 20 years (in two 10‑year increments) subject to specified conditions and requires mandatory prepayments from Excess Cash Flow in accordance with the Intercreditor Deed. The CFA Debt does not bear interest, provided that if the Rex fails to maintain compliance with certain ‘Rex Regional Commitments’ (and a resulting event of default occurs), interest shall accrue on the outstanding principal at a rate of 2.00% per annum during the period of such non-compliance. As of the acquisition date, the fair value of the CFA Debt was $22.2 million.

We identified the valuation of the CFA Debt assumed by the Company as a critical audit matter because of the significant estimates and assumptions management made to determine the fair value of the liability. This required a high degree of auditor judgment and an increased extent of effort, including the need to involve our fair value specialists when performing audit procedures to evaluate the reasonableness of management’s forecasts of future cash flow to determine the extent and timing of debt repayments.

How the Critical Audit Matter Was Addressed in the Audit

Our audit procedures related to the forecasts of future cash flows for the CFA Debt assumed included the following, among others:

•We evaluated the reasonableness of management’s cash flow forecasts by comparing the forecasts to (1) historical operating results of Rex, (2) approved forecasts, (3) internal communications to management and the board of directors, and (4) industry reports containing analyses of the commercial airline industry.

•We evaluated whether the estimated future cash flows were consistent with evidence obtained in other areas of the audit.

•Testing the mathematical accuracy of the model and the application of the contractual repayment terms.

•With the assistance of our fair value specialists, we evaluated the reasonableness of the (1) valuation methodology and (2) discount rate by:

◦Testing the source information underlying the determination of the discount rate and the mathematical accuracy of the calculation.

◦Developing a range of independent estimates and comparing those to the discount rate selected by management.

/s/ Deloitte & Touche LLP

Minneapolis, Minnesota

June 2729, ~~2025~~2026

We have served as the Company's auditor since 2018.

4557

AIR T, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF INCOME (LOSS)

	Year Ended March 31,
(In thousands, except per share data)	~~2025~~2026		~~2024~~2025
Operating Revenues:
Overnight air cargo	$	~~124~~123,~~031~~696	$	~~115~~124,~~546~~031
Ground support equipment	3847,~~940~~185		3738,~~168~~940
Commercial aircraft, engines and parts	~~118~~86,~~215~~919		~~125~~118,~~535~~215
Digital solutions	79,~~268~~081		57,~~783~~268
Corporate and other	3,396		2,802
Regional airline	55,314		—
	291,850		286,834
Corporate and other	4,895		3,396
	327,090		291,850
Operating Expenses:
Overnight air cargo	104,~~760~~100		97104,~~690~~760
Ground support equipment	3336,~~994~~726		3133,~~834~~994
Commercial aircraft, engines and parts	8461,~~896~~579		9984,~~222~~896
Digital solutions	23,~~462~~589		12,~~710~~462
Corporate and other	1,191		1,202
Regional airline (exclusive of depreciation)	44,878		—
General and administrative	57,848		51,114
Corporate and other	1,935		1,191
Depreciation and amortization	4,356		2,798
General and administrative	80,840		57,848
Earnout remeasurement	435		—
Depreciation and amortization	12,340		4,356
	289,942		285,570
Earnout remeasurement	(666)		435
Operating Income	1,908		1,264
	345,321		289,942
Gain on sale of aircraft on lease	7,034		—
Operating (Loss) Income	(11,197)		1,908
Non-operating (Expense) Income:
Interest expense	(812,~~387~~040)		(68,~~916~~387)
Income from equity method investments	1,700		1,689
(Loss) income from equity method investments	(1,740)		1,700
Other	(209)		8
Gain on bargain purchase	111,190		—
	(6,896)		(5,219)
Other	(193)		(209)
Loss before income taxes	(4,988)		(3,955)
	97,217		(6,896)
Income Tax Expense	423		729
Earnings (Loss) before income taxes	86,020		(4,988)
Net Loss	(5,411)		(4,684)
Income Tax Expense	1,369		423
Net Income Attributable to Non-controlling Interests	(729)		(2,135)
Net Income (Loss)	84,651		(5,411)
Net Loss Attributable to Air T, Inc. Stockholders	$	(6,140)	$	(6,819)
Net Income Attributable to Non-controlling Interests	(6,668)		(729)
Loss per share (Note 20)
Net Income (Loss) Attributable to Air T, Inc. Stockholders	$	77,983	$	(6,140)
Basic	$	(2.23)	$	(2.42)
Earnings (Loss) per share (Note 21)
Diluted	$	(2.23)	$	(2.42)
Basic	$	28.85	$	(2.23)
Diluted	$	28.85	$	(2.23)
Weighted Average Shares Outstanding:
Basic	2,~~750~~703		2,~~816~~750
Diluted	2,~~750~~703		2,~~816~~750

See notes to consolidated financial statements.

4658

AIR T, INC. AND SUBSIDIARIES

	Year Ended March 31,
	2025		2024
Net Loss	$	(5,411)	$	(4,684)
Other Comprehensive (Loss) Income:
Foreign currency translation income (loss)	407		(93)
Unrealized gain on interest rate swaps	—		20
Reclassification of interest rate swaps into earnings	(1,351)		(823)
Redemption of non-controlling interest	146		—
Other	231		—
Total Other Comprehensive Loss	(567)		(896)
Total Comprehensive Loss	(5,978)		(5,580)
Comprehensive Income Attributable to Non-controlling Interests	(729)		(2,135)
Comprehensive Loss Attributable to Air T, Inc. Stockholders	$	(6,707)	$	(7,715)

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)


	Year Ended March 31,
	2026		2025
Net income (loss)	$	84,651	$	(5,411)
Foreign currency translation gain	4,816		407
Unrealized loss on interest rate swaps	(14)		—
Reclassification of interest rate swaps into earnings	49		(1,351)
Redemption of non-controlling interest	—		146
Allocation of comprehensive income from unconsolidated investments	229		(3)
Allocation of comprehensive income to redeemable non-controlling interests	(184)		234
Total Other Comprehensive Gain (Loss)	4,896		(567)
Total Comprehensive Income (Loss)	89,547		(5,978)
Comprehensive Income Attributable to Non-controlling Interests	(6,668)		(729)
Comprehensive Income (Loss) Attributable to Air T, Inc. Stockholders	$	82,879	$	(6,707)

See notes to consolidated financial statements.

4759

AIR T, INC. AND SUBSIDIARIES

(In thousands, except per share data)	March 31, 2025		March 31, 2024
ASSETS
Current Assets:
Cash and cash equivalents	$	5,932	$	7,100
Marketable securities	422		531
Restricted cash	575		743
Restricted investments	683		1,392
Accounts receivable, net of allowance for doubtful accounts of $1,338 and $1,420	23,917		22,911
Income tax receivable	681		561
Inventories, net	38,516		60,720
Prepaid expenses	3,103		2,351
Due from Crestone Asset Management, LLC for expense reimbursements	180		3,093
Other current assets	4,498		3,475
Total Current Assets	78,507		102,877
Notes Receivable - Lendway	3,350		—
Notes Receivable - CAM	2,500		—
Assets on lease or held for lease, net of accumulated depreciation of $1,451 and $8	14,662		252
Property and equipment, net of accumulated depreciation of $9,240 and $7,705	20,285		20,861
Intangible assets, net of accumulated amortization of $6,330 and $5,119	10,020		10,978
Right-of-use ("ROU") assets	13,274		11,376
Equity method investments	19,003		16,653
Other assets (includes $0 and $1,909 measured at fair value)	1,635		3,630
Goodwill	10,542		10,540
Total Assets	173,778		177,167
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities:
Accounts payable	$	17,782	$	15,072
Accrued expenses and other (Note 10)	16,691		15,650
Current portion of long-term debt	9,099		14,358
Current portion of long-term debt - related party (Note 12)	1,282		—
Current portion of earnout liability	430		—
Short-term lease liability	2,377		1,761
Total Current Liabilities	47,661		46,841
Long-term debt	101,226		98,568
Long-term debt - related party (Note 12)	3,288		—
Deferred income tax liabilities, net	2,249		2,447
Long-term lease liability	11,843		10,515
Long-term earnout liability	1,109		—
Other non-current liabilities (includes $44 and $0 measured at fair value)	866		—
Total Liabilities	168,242		158,371
Redeemable non-controlling interest	7,054		12,976
Commitments and contingencies (Note 21)
Equity:
Air T, Inc. Stockholders' (Deficit) Equity:
Preferred stock, $1.00 par value, 2,000,000 shares authorized	—		—
Common stock, $0.25 par value; 4,000,000 shares authorized, 3,030,245 and 3,030,245 shares issued, 2,702,639 and 2,775,163 shares outstanding	758		758
Treasury stock, 327,606 shares at $19.55 and 256,850 shares at $19.31	(6,404)		(4,959)
Additional paid-in capital	947		859
Retained earnings	2,130		8,192
Accumulated other comprehensive loss	(647)		(80)
Total Air T, Inc. Stockholders' (Deficit) Equity	(3,216)		4,770
Non-controlling Interests	1,698		1,050
Total (Deficit) Equity	(1,518)		5,820
Total Liabilities and (Deficit) Equity	$	173,778	$	177,167

CONSOLIDATED BALANCE SHEETS


(In thousands, except per share data)	March 31, 2026		March 31, 2025
ASSETS
Current Assets:
Cash and cash equivalents	$	20,332	$	5,932
Marketable securities	1,026		422
Restricted cash	4,938		575
Restricted investments	—		683
Accounts receivable, net of allowance for doubtful accounts of $1,614 and $1,338	39,889		23,917
Income tax receivable	196		681
Inventories, net	77,127		38,516

Prepaid expenses	8,851		3,103

Other current assets	7,617		4,678
Total Current Assets	159,976		78,507

Non-current notes receivable - CAM	1,160		2,500
Non-current notes receivable - Bloomia	3,600		3,350
Debt investment (Note 9)	9,286		—
Assets on lease or held for lease, net of accumulated depreciation of $60 and $1,451	—		14,662
Property and equipment, net of accumulated depreciation of $18,571 and $9,240	162,024		20,285
Intangible assets, net of accumulated amortization of $8,046 and $6,330	13,029		10,020
Right-of-use ("ROU") assets	14,594		13,274
Equity method investments	26,068		19,003

Goodwill	11,818		10,542
Other assets	7,568		1,635
Total Assets	$	409,123	$	173,778

LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities:
Accounts payable	$	36,971	$	17,782
Income tax payable	687		—
Accrued expenses and other (Note 11)	49,717		16,691
Current portion of long-term debt	3,633		9,099
Current portion of long-term debt - related party (Note 13)	915		1,282
Current portion of earnout liability	198		430

Short-term lease liability	3,403		2,377
Total Current Liabilities	95,524		47,661

Long-term debt	204,563		101,226
Long-term debt - related party (Note 13)	—		3,288
Deferred income tax liabilities, net	3,359		2,249
Long-term lease liability	12,189		11,843
Long-term earnout liability	244		1,109
Other non-current liabilities	2,023		866
Total Liabilities	317,902		168,242

Redeemable non-controlling interests	10,346		7,054

Commitments and contingencies (Note 22)

Equity (Deficit):
Air T, Inc. Stockholders' (Deficit) Equity:
Preferred stock, $1.00 par value, 4,000,000 and 2,000,000 shares authorized	—		—
Common stock, $0.25 par value; 4,000,000 shares authorized, 3,030,245 and 3,030,245 shares issued, 2,701,375 and 2,702,639 shares outstanding	758		758
Treasury stock, 328,870 shares at $19.56 and 327,606 shares at $19.55	(6,432)		(6,404)
Additional paid-in capital	1,122		947
Retained earnings	80,113		2,130
Accumulated other comprehensive income (loss)	4,249		(647)
Total Air T, Inc. Stockholders' Equity (Deficit)	79,810		(3,216)
Non-controlling Interests	1,065		1,698
Total Equity (Deficit)	80,875		(1,518)
Total Liabilities and Equity	$	409,123	$	173,778

See notes to consolidated financial statements.

4860

AIR T, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

	Year Ended March 31,
(In thousands)	~~2025~~2026		~~2024~~2025
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$	(5,411)	$	(4,684)
Net Income (Loss)	$	84,651	$	(5,411)
Adjustments to reconcile net loss to net cash provided by operating activities:
Adjustments to reconcile Net Income (Loss) to net cash (used in) provided by operating activities:
Depreciation and amortization	412,~~356~~340		24,~~798~~356
Income from equity method of investments	(1,700)		(1,689)
Loss (Income) from equity method investments	1,740		(1,700)
Inventory write-down	1,463		1,195
Gain on sale of aircraft on lease	(7,034)		—
Other	2,369		1,294
Gain on bargain purchase	(111,190)		—
Other	4,813		3,832
Change in operating assets and liabilities:
Accounts receivable	(13,~~808~~347)		4(1,~~047~~808)
Inventories	20(24,~~630~~091)		920,~~103~~630
Accounts payable	216,~~710~~341		42,~~623~~710
Accrued expenses	15,~~087~~761		21,~~378~~087
Employee retention credit receivable	—		940
Other current assets	(2,851)		264
Other	(~~200~~2,177)		(~~2,827~~464)
Total adjustments	22,419		18,264
Net cash (used in) provided by operating activities	(25,044)		23,496
Net cash provided by operating activities	23,496		17,178
CASH FLOWS FROM INVESTING ACTIVITIES:
Investment in unconsolidated entities	(715,~~027~~249)		(47,~~633~~027)
Distribution from unconsolidated entities	65,~~030~~441		36,~~192~~030
Capital expenditures related to property & equipment	(116,~~081~~483)		(1,~~076~~081)
Capital expenditures related to assets on lease or held for lease	~~(14,598)~~—		—(14,598)
Disbursements for note receivable - Lendway	(3,750)		—
Proceeds from sale of aircraft on lease	19,889		—
Other	237		18
Loan advances to Bloomia	(1,450)		(3,750)
Net cash used in investing activities	(20,189)		(2,499)
Loan advances to other unrelated entity	(9,286)		—
Proceeds from notes receivable - CAM and Bloomia	2,540		400
Acquisition of businesses, net of cash acquired	(6,710)		—
Other	(495)		(163)
Net cash used in investing activities	(21,803)		(20,189)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from lines of credit	~~136~~144,~~515~~976		~~124~~136,~~249~~515
Payments on lines of credit	(~~131~~135,~~376~~527)		(~~141~~131,~~956~~376)
Proceeds from term loan	2476,~~877~~320		24,~~850~~877
Payments on term loan	(3515,~~040~~389)		(2835,~~341~~040)
Proceeds received from issuance of TruPs	910		8,780
Payments on term loan - related party	(3,655)		—
Repurchase of common stock	(1,445)		(876)
Proceeds from issuance of Trust Preferred Securities ("TruPs")	3,101		910
Other	758		(616)
Repurchase of common stock	(28)		(1,445)
Net cash used in financing activities	(4,801)		(13,910)
Distribution to non-controlling interest	(3,685)		(489)
Effect of foreign currency exchange rates on cash and cash equivalents	408		(16)
Other	(714)		1,247
NET (DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS AND RESTRICTED CASH	(1,086)		753
Net cash provided by (used in) financing activities	65,399		(4,801)
CASH AND CASH EQUIVALENTS AND RESTRICTED CASH AT BEGINNING OF PERIOD	7,843		7,090
Effect of foreign currency exchange rates on cash and cash equivalents	(39)		408
CASH AND CASH EQUIVALENTS AND RESTRICTED CASH AT END OF PERIOD1	6,757		7,843
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS AND RESTRICTED CASH	18,513		(1,086)
SUPPLEMENTAL DISCLOSURE OF NON-CASH ACTIVITIES:
CASH AND CASH EQUIVALENTS AND RESTRICTED CASH AT BEGINNING OF PERIOD	6,757		7,843
Assumption of liabilities to acquire assets on lease	720		—
CASH AND CASH EQUIVALENTS AND RESTRICTED CASH AT END OF PERIOD	$	25,270	$	6,757
Non-cash contribution from non-controlling interest	475		—
Contingent earnout for Contrail Aviation Support, LLC ("Contrail") redeemed interest	1,104		—
Related-party note payable for Contrail redeemed interest	4,570		—
Due from CAM expense reimbursements converted into notes receivable - CAM	2,500		—
Equipment leased or held for lease transferred to inventory	—		73
Equipment in inventory transferred to assets on lease	112		260
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Operating cash payments for operating leases	~~2,260~~$	3,664	~~2,351~~$	2,260
Cash paid during the year for interest	8,437		3,891
Cash paid during the year for income taxes	$	850	$	983
Cash paid during the year for income taxes	$	983	$	917
CASH AND CASH EQUIVALENTS AND RESTRICTED CASH AT BEGINNING OF PERIOD:
Cash and cash equivalents	$	5,932
Restricted cash, current	575
Restricted cash, long-term(a)	250
Total cash and cash equivalents and restricted cash at beginning of period	$	6,757

1 The following table includes a reconciliation of "Cash and cash equivalents and restricted cash at end of period":

Cash and cash equivalents	$	5,932
Restricted cash, current	575
Restricted cash, long-term(a)	250
Total cash and cash equivalents and restricted cash at end of period	$	6,757

(a) Included in other assets on the consolidated balance sheets.

See notes to consolidated financial statements.

5061

AIR T, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF EQUITY

(In thousands)	Common Stock			Treasury Stock
	Shares	Amount		Shares	Amount		AdditionalPaid-InCapital		RetainedEarnings		~~AccumulatedOtherComprehensiveIncome~~Accumulated Other Comprehensive Income (Loss)		Non-controllingInterests*controllingInterests1		TotalEquity
Balance, March 31, 2023	3,027	$	757	208	$	(4,083)	$	728	$	13,686	$	816	$	1,078	$	12,982
Balance, March 31, 2025	3,030	$	758	328	$	(6,404)	$	947	$	2,130	$	(647)	$	1,698	$	(1,518)
Net loss*	—	—		—	—		—		(6,819)		—		(28)		(6,847)
Net income1	—	—		—	—		—		77,983		—		2,415		80,398
Repurchase of common stock	—	—		49	(876)		—		—		—		—		(876)
Distributions to non-controlling interests	—	—		—	—		—		—		—		(3,094)		(3,094)
Exercise of stock options	3	1		—	—		25		—		—		—		26
Repurchase of common stock	—	—		1	(28)		—				—		—		(28)
Stock compensation expense	—	—		—	—		~~106~~175		—		—		—		~~106~~175
Foreign currency translation loss	—	—		—	—		—		—		(93)		—		(93)
Foreign currency translation gain2	—	—		—	—		—		—		4,816		—		4,816
Adjustment to fair value of redeemable non-controlling interest	—	—		—	—		—		1,325		—		—		1,325
Unrealized loss on interest rate swaps	—	—		—	—		—		—		(14)		—		(14)
Unrealized gain of interest rate swaps	—	—		—	—		—		—		20		—		20
Reclassification of interest rate swaps into earnings	—	—		—	—		—		—		49		—		49
Reclassification of interest rate swaps into earnings	—	—		—	—		—		—		(823)		—		(823)
Allocation of comprehensive income from unconsolidated investments	—	—		—	—		—		—		229		—		229
Balance, March 31, 2024	3,030	$	758	257	$	(4,959)	$	859	$	8,192	$	(80)	$	1,050	$	5,820
Allocation of comprehensive income to redeemable non-controlling interests	—	—		—	—		—		—		(184)		—		(184)
ATA 25.1 warrants (Note 22)	—	—		—	—		—		—		—		46		46
Balance, March 31, 2026	3,030	$	758	329	$	(6,432)	$	1,122	$	80,113	$	4,249	$	1,065	$	80,875

*(1) Excludes amount attributable to redeemable non-controlling ~~interest~~interests in Contrail Aviation Support, LLC ("Contrail") and Shanwick B.V. ("Shanwick")

51(2) Cumulative translation adjustments were at a gain of $4.5 million and loss of $0.4 million as of March 31, 2026 and March 31, 2025, respectively.

(In thousands)	Common Stock			Treasury Stock
	Shares	Amount		Shares	Amount		AdditionalPaid-InCapital		RetainedEarnings		AccumulatedOtherComprehensiveIncome (Loss)		Non-controllingInterests*		TotalEquity
Balance, March 31, 2024	3,030	$	758	257	$	(4,959)	$	859	$	8,192	$	(80)	$	1,050	$	5,820
Net loss*	—	—		—	—		—		(6,140)		—		16		(6,124)
Declared distributions to non-controlling interests	—	—		—	—		—		—		—		(98)		(98)
Repurchase of common stock	—	—		71	(1,445)		—		—		—		—		(1,445)
Stock option forfeiture (Note 14)	—	—		—	—		(54)		—		—		—		(54)
Stock compensation expense	—	—		—	—		142		—		—		—		142
Foreign currency translation gain	—	—		—	—		—		—		407		—		407
Redemption of non-controlling interest	—	—		—	—		—		78		146		—		224
Reclassification of interest rate swaps into earnings	—	—		—	—		—		—		(1,351)		—		(1,351)
Initial consolidation of CASP, LLC	—	—		—	—		—		—		—		730		730
Allocation of comprehensive income from unconsolidated investments	—	—		—	—		—		—		(3)		—		(3)
Allocation of comprehensive income to redeemable non-controlling interests	—	—		—	—		—		—		234		—		234
Balance, March 31, 2025	3,030	$	758	328	$	(6,404)	$	947	$	2,130	$	(647)	$	1,698	$	(1,518)

*Excludes amount attributable to redeemable non-controlling interest in Contrail and Shanwick.

See notes to consolidated financial statements.

5262


(In thousands)	Common Stock			Treasury Stock
	Shares	Amount		Shares	Amount		Additional Paid-In Capital		Retained Earnings		Accumulated Other Comprehensive Income (Loss)		Non-controlling Interests1		Total Equity
Balance, March 31, 2024	3,030	$	758	257	$	(4,959)	$	859	$	8,192	$	(80)	$	1,050	$	5,820

Net loss (income)1	—	—		—	—		—		(6,140)		—		16		(6,124)

Declared distributions to non-controlling interests	—	—		—	—		—		—		—		(98)		(98)

Repurchase of common stock	—	—		71	(1,445)		—		—		—		—		(1,445)

Stock option forfeiture (Note 15)	—	—		—	—		(54)		—		—		—		(54)

Stock compensation expense	—	—		—	—		142		—		—		—		142

Foreign currency translation gain	—	—		—	—		—		—		407		—		407

Redemption of non-controlling interest	—	—		—	—		—		78		146		—		224

Unrealized gain on interest rate swaps	—	—		—	—		—		—		—		—		—

Reclassification of interest rate swaps into earnings	—	—		—	—		—		—		(1,351)		—		(1,351)

Initial consolidation of CASP, LLC	—	—		—	—		—		—		—		730		730

Allocation of comprehensive income from unconsolidated investments	—	—		—	—		—		—		(3)		—		(3)

Allocation of comprehensive income to redeemable non-controlling interests	—	—		—	—		—		—		234		—		234

Balance, March 31, 2025	3,030	$	758	328	$	(6,404)	$	947	$	2,130	$	(647)	$	1,698	$	(1,518)

(1) Excludes amount attributable to redeemable non-controlling interests in Contrail Aviation Support, LLC ("Contrail") and Shanwick B.V. ("Shanwick")

See notes to consolidated financial statements.

AIR T, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

YEARS ENDED MARCH 31, ~~2025~~2026 AND ~~2024~~2025

Air T, Inc. (the “Company,” “Air T,” “we” or “us” or “our”) is a holding company with a portfolio of operating businesses and financial assets. Our goal is to ~~prudently~~identify and ~~strategically~~empower ~~diversify~~dynamic ~~Air~~individuals ~~T’s~~and ~~earnings~~high-performance ~~power~~teams to operate a growing portfolio of aviation and aviation-related businesses, ~~compounding~~allocating ~~its~~capital ~~free~~to build enterprises that generate long-term cash- flow ~~per~~and ~~share~~value ~~over~~for ~~time~~stockholders.

We currently operate in ~~four~~five reportable segments:

•Overnight air cargo, which operates in the air express delivery services industry;

•Ground support equipment, which manufactures and provides mobile deicers and other specialized equipment products to passenger and cargo airlines, airports, the military and industrial customers;

•Digital solutions, which develops and provides digital aviation and other business services to customers within the aviation industry to generate recurring subscription revenues.; and

•Regional airline, which provides scheduled regional passenger freight and charter airline services and pilot trainings in Australia, operating a fleet of Saab 340 aircraft serving regional communities and connecting passengers to major metropolitan centers.

Each ~~reportable~~business segment has separate management teams and infrastructures that offer different products and services. We evaluate the performance of our ~~reportable~~business segments based on operating income ~~(loss)~~ and Adjusted EBITDA.

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Principles of Consolidation – The consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries as well as its non-wholly owned subsidiaries, Contrail, Shanwick and Delphax. All material intercompany transactions and balances have been eliminated in consolidation. Certain reclassifications have been made to the prior period amounts to conform to the current presentation.

~~Reportable~~Accounting ~~Segments~~Estimates ~~and Reclassification of Prior Year Presentation~~ – ~~Effective~~The aspreparation of ~~the~~consolidated ~~fourth~~financial ~~quarter~~statements ofin ~~fiscal~~conformity ~~year~~with ~~2025,~~accounting ~~the~~principles ~~Company~~generally ~~renamed~~accepted ~~our~~in ~~ground~~the ~~equipment~~U.S. ~~sales~~requires ~~segment~~management to ~~ground~~make ~~support~~estimates ~~equipment~~ and ~~renamed~~assumptions ~~out~~that ~~commercial~~affect ~~jet~~the ~~engines~~amounts ~~and~~of ~~parts~~assets ~~segment~~and toliabilities ~~commercial~~and ~~aircraft,~~amounts ~~engines~~of revenues and ~~parts~~expenses toduring ~~better~~the ~~align~~reporting ~~the~~period. ~~descriptions~~Actual ofresults ~~the~~could ~~segments~~differ ~~with~~from ~~their~~those ~~activities~~estimates.

The Company ~~has~~believes ~~elected to separately disclose~~ the ~~digital~~estimates ~~solutions~~and ~~segment,~~assumptions asunderlying of the ~~fourth~~Company’s ~~quarter~~consolidated ~~of fiscal year 2025, to align presentation in the~~ financial statements ~~with~~are areasonable ~~key~~and ~~long-term~~supportable ~~growth~~based ~~area~~on ~~for~~ the ~~Company.~~information ~~Digital~~available ~~solutions was previously classified~~ as ~~part~~ of ~~insignificant business activities. As a result of this change~~March 31, ~~prior period segment information has been recast to conform to our current presentation in our financial statements~~2026. ~~Refer to Note 19 for additional details.~~

~~Accounting~~Segments ~~Estimates~~- – The ~~preparation~~Company ofhas ~~consolidated~~five ~~financial~~reportable ~~statements~~operating insegments: ~~conformity~~overnight ~~with~~air ~~accounting~~cargo, ~~principles~~ground ~~generally~~support ~~accepted~~equipment, incommercial aircraft, engines and parts, digital solutions, and regional airline. Regional airline is a new segment for the ~~United~~year ~~States~~ended ofMarch 31, ~~America~~2026. ~~requires~~This ~~management~~segment toincludes ~~make~~the ~~estimates~~operations ~~and~~acquired ~~assumptions~~in ~~that~~connection ~~affect~~with the ~~amounts~~Company's acquisition of ~~assets~~Regional ~~and~~Express ~~liabilities~~Holdings ~~and~~Pty ~~amounts~~Ltd of("Rex") ~~revenues~~on ~~and~~December ~~expenses~~18, ~~during~~2025. The Company assesses the ~~reporting~~performance ~~period.~~of ~~Actual~~these ~~results~~segments ~~could~~on ~~differ~~an ~~from~~individual ~~those~~basis ~~estimates~~(see Note 20).

~~Future~~Operating ~~economic~~segments ~~developments~~are ~~such~~defined as ~~inflation,~~components ~~along~~of ~~with~~an ~~evolving~~enterprise ~~trade~~about ~~policies~~which ~~and~~separate ~~the~~financial ~~potential~~information ~~for~~is ~~new~~available orthat ~~increased~~is ~~tariffs,~~evaluated ~~may~~regularly ~~impact~~by ~~our~~the ~~financial~~chief ~~condition~~operating ~~and~~decision ~~operating~~maker, ~~results.~~or ~~The~~decision ~~unpredictable~~making ~~nature~~group, ofin ~~these~~deciding ~~developments~~how ~~makes~~to itallocate ~~difficult~~resources toand ~~assess~~in ~~their~~assessing ~~full~~performance. ~~effect~~The onCompany’s ~~economic~~chief ~~and~~operating ~~market~~decision ~~conditions~~maker or("CODM") onis ~~our~~its ~~business~~Chief ~~specifically~~Executive Officer. The Company’s ~~believes~~Chief ~~the~~Executive ~~estimates~~Officer ~~and~~reviews ~~assumptions~~financial ~~underlying~~information ~~the~~by ~~Company’s~~reportable ~~consolidated~~segment ~~financial~~for ~~statements~~purposes ~~are~~of ~~reasonable~~allocating resources and ~~supportable~~evaluating ~~based~~financial onperformance. ~~the~~Each ~~information~~reportable ~~available~~segment ashas ofseparate ~~March 31,~~management ~~2025.~~teams and infrastructures that offer

Segments - The Company has four reportable operating segments: overnight air cargo, ground support equipment, commercial aircraft, engines and parts, and digital solutions. The Company assesses the performance of these segments on an individual basis (see Note 19).64

53different products and services. We evaluate the performance of our reportable segments based on operating income (loss) and Adjusted EBITDA.

Operating segments are defined as components of an enterprise about which separate financial information is available that is evaluated regularly by the chief operating decision maker, or decision making group, in deciding how to allocate resources and in assessing performance. The Company’s chief operating decision maker is its Chief Executive Officer. The Company’s Chief Executive Officer reviews financial information by reportable segment for purposes of allocating resources and evaluating financial performance. Each reportable segment has separate management teams and infrastructures that offer different products and services. We evaluate the performance of our reportable segments based on operating income (loss) and Adjusted EBITDA.

Variable Interest Entities – In accordance with the applicable accounting guidance for the consolidation of variable interest entities, the Company analyzes its variable interests to determine if an entity in which we have a variable interest is a variable interest entity. Our analysis includes both quantitative and qualitative reviews to determine if we must consolidate a variable interest entity as its primary beneficiary.

Business Combinations – The Company accounts for business combinations in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 805, Business Combinations. Consistent with ASC 805, the Company accounts for each business combination by applying the acquisition method. Under the acquisition method, the Company records the identifiable assets acquired and liabilities assumed at their respective fair values on the acquisition date. Goodwill is recognized for the excess of the purchase consideration over the fair value of identifiable net assets acquired. Included in purchase consideration is the estimated acquisition date fair value of any earn-out obligation incurred. For business combinations where non-controlling interests remain after the acquisition, assets (including goodwill) and liabilities of the acquired business are recorded at the full fair value and the portion of the acquisition date fair value attributable to non-controlling interests is recorded as a separate line item within the equity section or, as applicable to redeemable non-controlling interests, between the liabilities and equity sections of the Company’s consolidated balance sheets.

The acquisition method permits the Company a period of time after the acquisition date during which the Company may adjust the provisional amounts recognized in a business combination. This period of time is referred to as the “measurement period”. The measurement period provides an acquirer with a reasonable time to obtain the information necessary to identify and measure the assets acquired and liabilities assumed. If the initial accounting for a business combination is incomplete by the end of the reporting period in which the combination occurs, the Company reports in its consolidated financial statements provisional amounts for the items for which the accounting is incomplete. Accordingly, the Company is required to recognize adjustments to the provisional amounts, with a corresponding adjustment to goodwill, in the reporting period in which the adjustments to the provisional amounts are determined. Thus, the Company would adjust its consolidated financial statements as needed, including recognizing in its current-period earnings the full effect of changes in depreciation, amortization, or other income effects, by line item, if any, as a result of the change to the provisional amounts calculated as if the accounting had been completed at the acquisition date.

Income statement activity of an acquired business is reflected within the Company’s consolidated statements of income (loss) commencing with the date of acquisition. Amounts for pre-acquisition periods are excluded.

Acquisition-related costs are costs the Company incurs to ~~affect~~effect a business combination. Those costs may include such items as finder’s fees, advisory, legal, accounting, valuation, and other professional or consulting fees, and general administrative costs. The Company accounts for such acquisition-related costs as expenses in the period in which the costs are incurred and the services are received.

Changes in estimates of the fair value of earn-out obligations subsequent to the acquisition date are not accounted for as part of the acquisition, rather, they are recognized directly in earnings.

Cash and Cash Equivalents – Cash equivalents consist of liquid investments with maturities of three months or less when purchased.

Financial Instruments Designated for Trading – Except for short sales of equity securities, the Company accounts for all other financial instruments (including derivative instruments) designated for trading in accordance with ASC 815. All changes in the fair value of the financial instruments designated for trading are recognized in earnings as they occur. Further, all gains and losses on derivative instruments designated for trading are presented net on the consolidated Statements of Income (Loss). The fair value of derivative instruments designated for trading in a gain position are recorded in Other Current Assets and the fair value of derivative instruments designated for trading in a loss position are recorded in Accrued Expenses and Other on the consolidated Balance Sheets.

The Company accounts for short sales of equity securities in accordance with ASC 942 and ASC 860. The obligations incurred in short sales are reported in Accrued Expenses and Other on the consolidated Balance Sheets. They are subsequently measured at fair value through the income statement at each reporting date with gains and losses on securities. Interest on the short

positions are accrued periodically and reported as interest expense. The market value of the Company’s equity securities and cash held by the broker are used as collateral against any outstanding margin account borrowings for purposes of short selling equities. This collateral is recorded in Other Current Assets on the consolidated Balance Sheets.

The Company reports all cash receipts and payments resulting from the purchases and sales of securities, loans, and other assets that are acquired specifically for resale as operating cash flows.

Accounts Receivable – Accounts receivable include trade receivables from customers with stated collection terms of less than one year from the date of origination. Accounts receivable are stated net of estimated allowance for uncollectible balances.

We measure expected credit losses primarily utilizing credit loss history. In addition, our credit loss estimates consider current conditions. We charge off receivables against the allowances after reasonable collection efforts are exhausted. Below is the reconciliation for allowance for credit losses on accounts receivables for the fiscal years ended March 31, ~~2025~~2026 and ~~2024~~2025 (in thousands):

	Year Ended Year ended March 31,
	2025		2024
Balance at the beginning of the year	$	1,420	$	1,160
Provision for credit losses	802		288
Charge-offs, net of recoveries	(884)		(28)
Balance at March 31	$	1,338	$	1,420

Inventories – Inventories are carried at the lower of cost or net realizable value. When finished goods units are leased to customers under operating leases, the units are transferred to Assets on Lease or Held For Lease. The classification of cash flows associated with the purchase and sale of finished goods is based on the activity that is likely to be the predominant source or use of cash flows for the items. Consistent with aviation industry practice, the Company includes expendable aircraft parts and supplies in current assets, although a certain portion of these inventories may not be used or sold within one year.


	Year Ended March 31,
	2026		2025
Balance at the beginning of the year	$	1,338	$	1,420
Provision for credit losses	289		802
Charge-offs, net of recoveries	(13)		(884)
Balance at March 31	$	1,614	$	1,338

Inventories – Inventories are carried at the lower of cost or net realizable value. When finished goods units are leased to customers under operating leases, the units are transferred to Assets on Lease or Held For Lease. The classification of cash flows associated with the purchase and sale of finished goods is based on the activity that is likely to be the predominant source or use of cash flows for the items. Consistent with aviation industry practice, the Company includes $20.7 million of expendable aircraft parts and supplies in current assets, although a certain portion of these inventories may not be used or sold within one year.

Within the Company’s commercial aircraft, engines and parts segment, there are various estimates and judgments made in relief of inventory as parts are sold from established groups of parts from one engine or airframe purchase. The estimates and judgments made in relief of inventory are based on assumptions that are consistent with a market participant’s future expectations for the commercial aircraft, jet engines and parts industry and the economy in general and our expected intent for the inventory. These assumptions and estimates are complex and subjective in nature. Changes in economic and operating conditions could impact the assumptions and result in future losses to our inventory.

The Company periodically evaluates the carrying value of inventory. In these evaluations, the Company is required to make estimates regarding the net realizable value, which includes the consideration of sales patterns and expected future demand. Any slow moving, obsolete or damaged inventory and inventory with costs exceeding net realizable value are evaluated for write-downs. These estimates could vary significantly from actual amounts based upon future economic conditions, customer inventory levels, or competitive factors that were not foreseen or did not exist when the estimated write-downs were made.

In accordance with industry practice, all inventories are classified as a current asset including portions with long production cycles, some of which may not be realized within one year.

Investments under the Equity Method – The Company utilizes the equity method to account for investments when the Company possesses the ability to exercise significant influence, but not control, over the operating and financial policies of the investee. The Company applies the equity method to investments in common stock and to other investments when such other investments possess substantially identical subordinated interests to common stock. For investments that have a different fiscal year-end, if the difference is not more than three months, the Company elects a 3-month lag to record the change in the investment.

The Company assesses the carrying value of its investments whenever events or changes in circumstances indicate that the carrying amounts may not be recoverable. The recoverability is measured by comparing the carrying amount of the investment to the estimated future undiscounted cash flows of the investment, which take into account current, and expectations for future, market conditions and the Company’s intent with respect to holding or disposing of the investment. Changes in economic and operating conditions that occur subsequent to a current impairment analysis and the Company’s ultimate use of the investment could impact the assumptions and result in future impairment losses to the investments. If the Company’s analysis indicates that the carrying value is not recoverable on an undiscounted cash flow basis, the Company will recognize an impairment loss for the amount by which the carrying value exceeds the fair value. The fair value is determined through quoted prices in active markets or various valuation techniques, including internally developed discounted cash flow models or comparable market transactions.

the amount by which the carrying value exceeds the fair value. The fair value is determined through quoted prices in active markets or various valuation techniques, including internally developed discounted cash flow models or comparable market transactions.

Goodwill - The Company evaluates goodwill on an annual basis or anytime events or circumstances change that would more likely than not reduce the fair value of a reporting unit below its carrying value.

The Company is permitted to first assess qualitative factors to determine whether it is more likely than not (that is, a likelihood of more than 50 percent) that the fair value of a reporting unit is less than its carrying value, including goodwill. In qualitatively evaluating whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount, the Company assesses relevant events and circumstances such as macroeconomic conditions, industry and market developments, cost factors, and the overall financial performance of the reporting unit. If, after assessing these events and circumstances, it is determined that there may be an impairment, then a quantitative analysis is performed. In the first step of the quantitative method, recoverability of goodwill is evaluated by estimating the fair value of the reporting unit’s goodwill using multiple techniques, including a discounted cash flow model income approach and a market approach. The estimated fair value is then compared to the carrying value of the reporting unit. The Company will recognize an impairment charge for the amount by which the carrying value of the reporting unit exceeds its fair value, if any.

~~Goodwill for relevant segments and corporate and other, at original cost, consisted of the following (in thousands):~~66

	Year Ended March 31,
	2025		2024
Overnight air cargo	$	76	$	76
Commercial aircraft, engines and parts	4,227		4,227
Digital solutions	6,239		6,237
Total reportable segment goodwill, at cost	10,542		10,540
Corporate and other	376		376
Less accumulated impairment	(376)		(376)
Goodwill, net of impairment	$	10,542	$	10,540

including a discounted cash flow model income approach and a market approach. The estimated fair value is then compared to the carrying value of the reporting unit. The Company will recognize an impairment charge for the amount by which the carrying value of the reporting unit exceeds its fair value, if any.

As of March 31, 2025, the $4.2 million goodwill balance in commercial aircraft, engines and parts is attributable to the acquisition of Contrail in July 2016. The $6.2 million goodwill balance in digital solutions is attributable to the acquisition of Shanwick in February 2022. The $0.1 million goodwill balance in overnight aircraft cargo is attributable to the acquisition of WASI in January 2023. The minimal increase from the prior fiscal year's balance to the current fiscal year's balance is attributable to foreign currency translation adjustments related to the goodwill balance at Shanwick.

Based on the results of our annual assessment of qualitative factors conducted as of March 31, 2025, management determined that it was more likely than not that the fair value of our reporting units exceeded its carrying value, including goodwill.

Intangible Assets – Amortizable intangible assets consist of acquired patents, tradenames, customer relationships, and other finite-lived identifiable intangibles. Such intangibles are initially recorded at fair value and subsequently subject to amortization. Amortization is recorded using the straight-line method over the estimated useful lives of the assets. In accordance with the applicable accounting guidance, the Company evaluates the recoverability of amortizable intangible assets whenever events occur that indicate potential impairment. In doing so, the Company assesses whether the carrying amount of the asset is unrecoverable by estimating the sum of the future cash flows expected to result from the asset, undiscounted and without interest charges. If the carrying amount is more than the recoverable amount, an impairment charge must be recognized based on the estimated fair value of the asset.

The estimated amortizable lives of the principal intangible ~~assets~~asset classifications are as follows:


Principal Intangible Asset Classification			Estimated Useful Life
Purchased software			3 years
Internally developed software			10-15 years
In-place lease and other intangibles			Over lease term
Trade names			5 years
Certification			5 years
Non-compete			5 years
License			5 years
Patents			9 years
Customer relationships			10-15 years

			Years
Purchased software			3
Internally developed software			10-15
In-place lease and other intangibles			Over lease term
Trade names			5
Certification			5
Non-compete			5
License			5
Patents			9
Customer relationships			10-15

Debt Investments – The Company classifies its debt securities as held-to-maturity, meaning it has the positive intent and ability to hold until maturity. On measurement, held-to-maturity securities are recorded at amortized cost, adjusted for the amortization of any accretion of premiums or discounts. Premiums and discounts are amortized or accreted over the life of the security as a yield adjustment using the effective-interest method.

~~Property~~A ~~and~~decline ~~Equipment~~in ~~and~~the ~~Assets~~market onvalue ~~Lease~~of orheld-to-maturity ~~Held~~securities ~~for~~below ~~Lease~~cost –that ~~Property~~is ~~and~~deemed ~~equipment~~to isbe ~~stated~~other ~~initially~~than ~~at cost~~temporary, orresults ~~fair~~in ~~value~~an ifimpairment ~~purchased~~that asreduces ~~part~~the ofcarrying acosts ~~business~~to ~~combination~~such securities’ fair value. ~~Depreciation~~The ~~and~~impairment ~~amortization~~is ~~are~~charged ~~provided~~to onearnings and a ~~straight-line~~new cost basis ~~over~~for the ~~asset’s~~security ~~useful~~is ~~life~~established. ~~Equipment~~To ~~leased~~determine towhether ~~customers~~an impairment is ~~depreciated~~other ~~using~~than temporary, the ~~straight-line~~Company ~~method~~considers whether it has the ability and intent to hold the investment until a market price recovery and considers whether evidence indicating the cost of the investment is recoverable outweighs evidence to the contrary. ~~Useful~~Evidence ~~lives~~considered ~~range~~in ~~from~~this ~~three~~assessment ~~years~~includes the reasons for ~~computer~~the ~~equipment~~impairment, ~~seven~~the ~~years~~severity ~~for~~and ~~flight~~the ~~equipment~~duration of the impairment, ~~ten~~changes ~~years~~in ~~for~~value ~~deicers~~subsequent to year-end, forecasted performance of the investee, and the general market condition in the geographic area or industry the investee operates in. There has been no other ~~equipment~~than ~~leased~~temporary toimpairment ~~customers~~recorded ~~and~~in ~~thirty~~association ~~years~~with ~~for~~the ~~buildings~~Company's debt investments.

~~Engine~~Property ~~assets~~and Equipment and Assets on ~~lease~~Lease or ~~held~~Held for ~~lease~~Lease ~~are~~– ~~stated~~Property atand ~~cost,~~equipment ~~less~~is ~~accumulated~~stated ~~depreciation.~~initially ~~Certain~~at ~~costs~~cost, ~~incurred~~or infair ~~connection~~value ~~with~~if ~~the~~purchased ~~acquisition of engine assets are capitalized~~ as part of ~~the~~a ~~cost~~business ~~of such assets~~combination. IfDepreciation ~~assets~~and ~~are~~amortization ~~not actively being leased (i.e. held for lease), then they~~ are ~~not~~provided being depreciated. Major overhauls which improve functionality or extend original useful life are capitalized and depreciated over the engine assets' useful life to a residual value. The Company depreciates the engines on a straight-line basis over the ~~assets' useful life from the acquisition date to a residual value. The Company adjusts its estimates annually for these older generation assets, including updating estimates of an engine~~asset’s oruseful ~~aircraft’s remaining operating~~ life. The Company believes this methodology accurately reflects the typical holding period for the assets and that the residual value assumption, which is dependent on the Company's eventual plan for the engine assets (i.e. whole asset sale, part-out, etc.), reasonably approximates the selling price of the assets.

~~When engine assets are committed for sales, the assets are transferred to Inventory.~~ The ~~classification~~estimated ofdepreciable ~~cash~~lives ~~flows associated with the purchase and sale~~ of ~~engine assets is based on~~ the ~~activity~~principal ~~that~~property isand ~~likely~~equipment toclassifications beare ~~the~~as ~~predominant source or use of cash flows for the items.~~ follows:


Principal Property and Equipment Classification			Estimated Useful Life
Furniture, fixtures, and equipment			3 - 10 years
Leasehold improvements			Lease term or 10 years
Buildings			30 years
Aircraft, engines, and related rotable parts			4 - 5 years

Engine assets on lease or held for lease are stated at cost, less accumulated depreciation. Certain costs incurred in connection with the acquisition of engine assets are capitalized as part of the cost of such assets. If assets are not actively being leased (i.e. held for lease), then they are not being depreciated. Major overhauls which improve functionality or extend original useful life

are capitalized and depreciated over the engine assets' useful life to a residual value. The Company depreciates the engines on a straight-line basis over the assets' useful life from the acquisition date to a residual value. The Company adjusts its estimates annually for older generation assets, including updating estimates of an engine’s or aircraft’s remaining operating life. The Company believes this methodology accurately reflects the typical holding period for the assets and that the residual value assumption, which is dependent on the Company's eventual plan for the engine assets (i.e. whole asset sale, part-out, etc.), reasonably approximates the selling price of the assets.

When engine assets are committed for sales, the assets are transferred to inventory. The classification of cash flows associated with the purchase and sale of engine assets is based on the activity that is likely to be the predominant source or use of cash flows for the items.

The Company assesses long-lived assets for impairment when events and circumstances indicate the assets may be impaired and the undiscounted cash flows estimated to be generated by those assets are less than their carrying amount. When evaluating the future cash flows that an asset will generate, we make assumptions regarding the lease market for specific engine models, including estimates of market lease rates and future demand. These assumptions are based upon lease rates that we are obtaining in the current market as well as our expectation of future demand for the specific engine/aircraft model. We determine fair value of the assets by reference to independent appraisals, quoted market prices (e.g., an offer to purchase) and other factors such as current data from manufacturers as well as specific market sales. In the event it is determined that the carrying values of long-lived assets are in excess of the estimated undiscounted cash flows from those assets, the Company then will write-down the value of the assets by the excess of carrying value over fair value.

Accounting for Debt - Trust Preferred Securities and Warrant Liability – On April 24, 2024, the Company entered into an At the Market Offering Agreement (the “ATM Agreement”) with Ascendiant Capital Markets, LLC (the “sales agent” or “Ascendiant”), pursuant to which it may sell and issue its TruPs having an aggregate offering price of up to $8.0 million ~~from~~over ~~time~~a to12-month period of time. The Company has no obligation to sell any TruPs, and may at any time suspend offers under the ATM Agreement or terminate the ATM Agreement.

These TruPs are mandatorily redeemable preferred security obligations of the Company. In accordance with ASC 480, the Company presented mandatorily redeemable preferred securities that do not contain a conversion option as a liability on the balance sheet. Further, as the redemption date and the redemption amount are both fixed, in accordance with ASC 825, we measured these TruPs at the present value of the amount to be paid at settlement, discounted by using the implicit rate at inception.

Income Taxes – Income taxes have been provided using the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax laws and rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect of a change in tax rates on deferred tax assets and liabilities is recognized in income in the period that includes the enactment date.

laws and rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect of a change in tax rates on deferred tax assets and liabilities is recognized in income in the period that includes the enactment date.

A valuation allowance against net deferred tax assets is recorded when it is more likely than not that such assets will not be fully realized. Tax credits are accounted for as a reduction of income taxes in the year in which the credit originates. All deferred income taxes are classified as non-current in the consolidated balance sheets. The Company recognizes the benefit of a tax position taken on a tax return, if that position is more likely than not of being sustained on audit, based on the technical merits of the position. An uncertain income tax position is not recognized if it has a less than a 50% likelihood of being sustained.

~~Accounting~~Lessee ~~for~~Arrangements ~~Redeemable Non-Controlling Interest~~ – InThe ~~2016,~~majority inof ~~connection~~our ~~with~~leases ~~the~~have ~~Company's~~a ~~acquisition~~lease term of ~~Contrail,~~two ~~Contrail~~to ~~entered~~five ~~into~~years; anhowever, ~~Operating~~we ~~Agreement~~have ~~(the~~certain ~~“Operating~~leases ~~Agreement”)~~ with ~~the Seller providing for the governance of and the~~ terms of ~~membership~~up ~~interests~~to inthirty ~~Contrail~~years. ~~The~~Many ~~Operating~~of ~~Agreement~~our ~~includes~~leases ~~put~~include ~~and call~~ options ~~(“Contrail Put/Call Option”) with regard~~ to ~~the~~extend ~~21% non-controlling interest retained by~~ the ~~Seller.~~lease ~~The~~for ~~Seller~~an isadditional ~~the founder of Contrail and its current Chief Executive Officer~~period. The ~~Contrail~~lease ~~Put/Call~~term ~~Option~~for ~~permits the Seller to require Contrail to purchase~~ all of the ~~Seller~~Company’s ~~equity~~leases ~~membership~~includes ~~interests in Contrail commencing on~~ the ~~fifth~~non-cancellable ~~anniversary~~period of the ~~acquisition~~lease, ~~which~~plus ~~was~~any onadditional ~~July~~periods ~~18,~~covered ~~2021.~~by Oneither ~~May 30, 2024, Contrail entered into~~ a ~~Membership~~Company ~~Interest~~option ~~Redemption~~to ~~and~~extend ~~Earnout Agreement (~~the ~~"Redemption~~lease ~~Agreement")~~that ~~with~~ the ~~Seller.~~Company ~~Pursuant~~is toreasonably ~~the~~certain ~~Redemption Agreement, Contrail agreed~~ to ~~purchase and redeem from the Seller~~exercise, ~~16%~~or ofan ~~its~~option ~~21% interest in Contrail, with the earnout period being retroactive~~ to ~~April~~extend ~~1, 2024. In connection with~~ the ~~Redemption~~lease ~~Agreement,~~controlled ~~the~~by ~~parties agreed to certain technical amendments to~~ the ~~First~~lessor ~~Amended~~that ~~and~~is ~~Restated~~considered ~~Operating~~likely ~~Agreement of Contrail and entered into a new Put and Call Agreement with respect~~ to ~~the~~be ~~remaining 5% interest in Contrail held by the Seller~~exercised.

Payments due under the lease contracts include fixed payments plus, for some of our leases, variable payments. Variable payments are typically operating costs associated with the underlying asset and are recognized when the event, activity, or circumstance in the lease agreement on which those payments are assessed occurs. Our leases do not contain residual value guarantees.

The Company has elected to combine lease and non-lease components as a single component and not to recognize leases on the balance sheet with an initial term of one year or less.

The interest rate implicit in lease contracts is typically not readily determinable, and as such the Company utilizes the incremental borrowing rate to calculate lease liabilities, which is the rate incurred to borrow on a collateralized basis over a similar term for an amount equal to the lease payments in a similar economic environment.

Accounting for Redeemable Non-Controlling Interest – In 2016, in connection with the Company's acquisition of Contrail, Contrail entered into an Operating Agreement (the “Operating Agreement”) with the Seller providing for the governance of and the terms of membership interests in Contrail. The Operating Agreement includes put and call options (“Contrail Put/Call Option”) with regard to the 21% non-controlling interest originally retained by the Seller. The Seller is the founder of Contrail and its current Chief Executive Officer. The Contrail Put/Call Option permits the Seller to require Contrail to purchase all of the Seller’s equity membership interests in Contrail commencing on the fifth anniversary of the acquisition, which was on July 18, 2021. On May 30, 2024, Contrail entered into a Membership Interest Redemption and Earnout Agreement (the "Redemption Agreement") with the Seller. Pursuant to the Redemption Agreement, Contrail agreed to purchase and redeem from the Seller, 16% of its 21% interest in Contrail, with the earnout period being retroactive to April 1, 2024. In connection with the Redemption Agreement, the parties agreed to certain technical amendments to the First Amended and Restated Operating Agreement of Contrail and entered into a new Put and Call Agreement with respect to the remaining 5% interest in Contrail held by the Seller.

Per the Operating Agreement, Contrail's non-controlling interest is redeemable at an amount other than fair value, which is equal to 5% of the Contrail Equity Value, which is defined as an amount equal to nine times the average Adjusted EBITDA of Contrail's most recent three completed fiscal years at the time an option notice is delivered. The purchase price for the 5% interest is to be paid in equal quarterly installments over a three-year period, together with interest at the then current ten-year Treasury bond yield plus 2.5% adjusted annually.

In February 2022, in connection with the Company's acquisition of GdW, a consolidated subsidiary of Shanwick, the Company entered into a shareholder agreement with the 30.0% non-controlling interest owners of Shanwick, providing for the governance of and the terms of membership interests in Shanwick. The shareholder agreement includes the Shanwick Put/Call Option with regard to the 30.0% non-controlling interest. The non-controlling interest holders are the executive management of the underlying business. The Shanwick Put/Call Option grants the Company an option to purchase the 30.0% interest at the call option price that equals the average earnings before interest and taxes ("EBIT") over the three Financial Years prior to the exercise of the Call Option multiplied by eight. In addition, the Shanwick Put/Call Option also grants the non-controlling interest owners an option to require the Company to purchase from them their respective ownership interests at the Put Option price, that is equal to the average EBIT over the three Financial Years prior to the exercise of the Put Option multiplied by seven and one-half. The Call Option and the Put Option may be exercised at any time from the fifth anniversary of the shareholder agreement and then only at the end of each fiscal year of Air T ("Shanwick RNCI").

Applicable accounting guidance requires an equity instrument that is redeemable for cash or other assets to be classified outside of permanent equity if it is redeemable (a) at a fixed or determinable price on a fixed or determinable date, (b) at the option of the holder, or (c) upon the occurrence of an event that is not solely within the control of the issuer. As a result of this feature, the Company recorded the non-controlling interests as redeemable and classified them in temporary equity within its Consolidated Balance Sheets. Initial measurement of the redeemable non-controlling interests is at their acquisition-date fair value. Because the redeemable non-controlling interests are redeemable at an amount other than fair value, subsequent measurement is to be measured at the greater of the carrying value in accordance with ASC 810-10 measurement guidance or the redemption value in accordance with ASC 480-10. Refer to Note 2122 for further information.

Revenue Recognition – Substantially all of the Company’s revenue is derived from contracts with an initial expected duration of one year or less. As a result, the Company has applied the practical expedient to exclude consideration of significant financing components from the determination of transaction price, to expense costs incurred to obtain a contract, and to not disclose the value of unsatisfied performance obligations. We evaluate gross versus net presentation on revenues from products or services purchased and resold in accordance with the revenue recognition criteria outlined in ASC 606-10, Principal Agent Considerations.

58The Company, under the terms of its overnight air cargo dry-lease service contracts, passes through to its air cargo customer certain cost components of its operations without markup. The cost of fuel, landing fees, outside maintenance, parts and certain other direct operating costs are included in operating expenses and billed to the customer, at cost, and included in overnight air cargo revenue on the accompanying statements of income (loss). These pass-through costs totaled $45.9 million and $39.9 million for the years ended March 31, 2026 and 2025, respectively.

The Company, under the terms of its overnight air cargo dry-lease service contracts, passes through to its air cargo customer certain cost components of its operations without markup. The cost of fuel, landing fees, outside maintenance, parts and certain other direct operating costs are included in operating expenses and billed to the customer, at cost, and included in overnight air cargo revenue on the accompanying statements of income (loss). These pass-through costs totaled $39.9 million and $36.4 million for the years ended March 31, 2025 and 2024, respectively.69

Recently Adopted Accounting Pronouncements

In ~~November~~December 2023, the FASB issued ASU 2023-0709- ~~Segment~~Income ~~Reporting~~Taxes (Topic ~~848~~740): Improvements to ~~Reportable~~Income ~~Segment~~Tax Disclosures. The amendments in this Update ~~improve~~require ~~reportable~~the ~~segment~~addition ~~disclosure~~of ~~requirements,~~specific ~~primarily~~categories ~~through~~to ~~enhanced~~be ~~disclosures~~disclosed ~~about~~in ~~significant segment expenses utilized by~~ the ~~chief~~rate ~~operating~~reconciliation ~~decision~~if ~~maker~~they ~~for~~meet a ~~company~~quantitative ~~along~~threshold, ~~with~~disclosure ~~details~~of ~~about~~disaggregated ~~who~~income ~~the~~taxes ~~chief~~paid ~~operating~~to ~~decision~~federal, ~~maker~~state, is and ~~their~~foreign ~~title. The Update additionally requires that all annual disclosures under Topic 280 be included in interim periods financial statements~~jurisdictions, ~~clarifies~~and ~~when~~disclosure ~~an entity can disclose multiple segment measures~~ of ~~profit~~income or loss, ~~and~~disaggregated ~~provides~~by ~~new segment disclosure requirements for entities with a single reportable segment. For public business entities~~federal, ~~the amendments in this Update are effective for fiscal years beginning after December 31~~state, ~~2023~~ and ~~interim~~foreign ~~periods within fiscal years beginning after December 15, 2024~~jurisdictions. The Company adopted this guidance for the fiscal year ended March 31, ~~2025~~2026. Refer to Note 1918 for more information.

Recently Issued Accounting Pronouncements

In ~~December~~November ~~2023~~2024, the FASB issued ASU ~~2023~~2024-0903- Income ~~Taxes~~Statement- Reporting Comprehensive Income- Expense Disaggregation Disclosures (~~Topic~~Subtopic ~~740~~220-40): ~~Improvements~~Disaggregation toof Income ~~Tax~~Statement ~~Disclosures~~Expenses. The amendments in this Update require ~~the~~disaggregated ~~addition~~disclosure of ~~specific~~income ~~categories~~statement toexpenses befor ~~disclosed~~public inbusiness ~~the~~entities. ~~rate~~The ~~reconciliation~~Update ifdoes ~~they~~not ~~meet~~change athe ~~quantitative~~expense ~~threshold,~~captions ~~disclosure~~an ofentity ~~disaggregated~~presents ~~income~~on ~~taxes~~the ~~paid~~face toof ~~federal,~~the ~~state,~~income ~~and~~statement; ~~foreign jurisdictions~~rather, ~~and~~it ~~disclosure~~requires disaggregation of ~~income~~certain orexpense ~~loss~~captions ~~from~~into ~~continuing~~specified ~~operations~~categories ~~disaggregated~~in bydisclosures ~~federal,~~within ~~state,~~the ~~and~~footnotes ~~foreign~~to ~~jurisdictions~~the financial statements. For public business entities, the amendments in this Update are effective for fiscal years beginning after December 15, ~~2024~~2026, and interim periods within annual reporting periods beginning after December 15, 2027. The Company is currently evaluating the impact of this amendment on its consolidated financial statements and disclosures.

In ~~November~~September ~~2024~~2025, the FASB issued ASU ~~2024~~2025-0306- ~~Income Statement~~Intangibles- ~~Reporting~~Goodwill ~~Comprehensive~~and ~~Income~~Other- ~~Expense~~Internal-Use ~~Disaggregation~~Software ~~Disclosures~~ (Subtopic ~~220~~350-40): ~~Disaggregation~~Targeted ofImprovements ~~Income~~to ~~Statement~~the ~~Expenses~~Accounting for Internal-Use Software. The amendments in this ~~Update~~update ~~require~~modernize ~~disaggregated~~the ~~disclosure~~accounting ofguidance ~~income statement expenses~~ for ~~public~~the ~~business~~costs ~~entities.~~to ~~The~~develop ~~Update~~software ~~does~~for ~~not~~internal ~~change~~use. ~~the~~The ~~expense~~new ~~captions~~guidance anamends ~~entity presents on~~ the ~~face~~existing ofstandard ~~the~~that ~~income~~refers ~~statement;~~to ~~rather,~~various itstages ~~requires disaggregation~~ of ~~certain~~a ~~expense~~software ~~captions~~development ~~into~~project ~~specified~~to ~~categories~~align inwith ~~disclosures~~current ~~within~~software ~~the~~development ~~footnotes~~methods, tosuch ~~the~~as ~~financial~~agile ~~statements~~programming. For public business entities, the amendments in this ~~Update~~update are effective for fiscal years beginning after December 15, ~~2026~~2027, and interim periods within those annual reporting periods ~~beginning after December 15, 2027~~. The Company is currently evaluating the impact of this amendment on its ~~condensed~~ consolidated financial statements and disclosures.

2. ~~MAJOR CUSTOMER~~ACQUISITIONS

Approximately 39% and 36% of the Company’s consolidated revenues were derived from services performed for FedEx Corporation by the Company's Overnight Air Cargo segment during the fiscal years ended March 31, 2025 ~~and~~Royal ~~2024,~~Aircraft ~~respectively. Approximately 35% and 21% of the Company’s consolidated accounts receivable at March 31~~Services, ~~2025~~LLC ~~and 2024, respectively, were due from FedEx Corporation.~~Acquisition

~~Approximately~~On ~~13%~~May ~~and~~15, ~~10%~~2025, ofMountain ~~the~~Air ~~Company’s~~Cargo, ~~consolidated~~Inc. ~~revenues~~(“MAC”), ~~were~~a ~~derived~~wholly-owned ~~from~~subsidiary ~~services~~of ~~performed~~Air ~~for~~T, ~~American~~Inc., ~~Airlines~~completed ~~Corporation by~~ the ~~Company's~~acquisition ~~Commercial~~of Royal Aircraft Services, ~~Engines~~LLC ~~and~~("Royal"), ~~Parts~~a ~~and~~privately-held ~~Ground~~aircraft ~~Support~~maintenance ~~Equipment~~and ~~segments~~repair company based in ~~fiscal~~Hagerstown, ~~2025~~Maryland ~~and~~for ~~2024~~a purchase price of $1.2 million, ~~respectively~~net of cash acquired. ~~Approximately~~The ~~19%~~assets and ~~24%~~liabilities of ~~the~~Royal ~~Company’s~~were ~~consolidated~~recorded ~~accounts~~at ~~receivable~~their estimated fair values at ~~March 31,~~the ~~2025~~date of acquisition and ~~2024~~were not material, ~~respectively~~individually or in the aggregate, ~~were~~to ~~due~~the ~~from~~unaudited ~~American~~consolidated ~~Airlines~~financial ~~Corporation~~statements. The acquired business is included in overnight air cargo segment.

~~3. FAIR~~2025 ~~VALUE~~Rex ~~OF FINANCIAL INSTRUMENTS~~Acquisition

On December 18, 2025, Air T Rex Acquisition, Inc., a wholly owned subsidiary of the Company (the "Purchaser" or "Air T Rex"), completed the acquisition of substantially all of the outstanding capital stock of Rex, an Australian regional airline operator, pursuant to a share purchase agreement (the "Acquisition"). At the time of the Acquisition, Rex was subject to voluntary administration proceedings in Australia, which commenced on July 30, 2024. Voluntary administration in Australia is a formal insolvency process comparable to Chapter 11 bankruptcy proceedings in the United States, wherein court-appointed administrators assume control of the debtor entity's operations and assets. The Acquisition represents the Company's entry into the Australian regional airline market and expands the Company's international aviation services portfolio.

The Acquisition was structured as a share purchase for nominal consideration of approximately $1, with the Company assuming A$107.8 million, or approximately US$71.2 million of face-value liabilities associated with the Commonwealth Facility Agreement (as defined above, the "CFA Debt") originally dated November 11, 2024, with the Commonwealth of Australia, as represented by the Department of Infrastructure, Transport, Regional Development, Communications, Sport and the Arts (the “Commonwealth”).

The transaction was executed pursuant to a Deed of Company Arrangement ("DOCA"), a formal agreement between an insolvent company and its creditors that is approved by the creditors and supervised by the appointed administrators under Australian insolvency law. A key feature of the transaction structure was the establishment of a creditors trust designed to ring-fence pre-existing creditor claims and segregate funds allocated for their settlement ("the Creditors Trust"). This structure

enabled Rex to exit voluntary administration and resume operations without the encumbrance of legacy creditor claims against the ongoing business.

In a voluntary administration proceeding, creditors effectively become the economic owners of the business, possessing the right to vote on the DOCA, approve the sale transaction, and receive distributions from the transaction proceeds. Accordingly, the Company has determined that the settlement of creditor claims pursuant to the DOCA constitutes consideration transferred to the previous economic owners of Rex for accounting purposes. The total consideration for the Acquisition includes the nominal equity purchase price and cash consideration transferred to creditors and the assumption of the CFA Debt. For purposes of determining the fair value of the assumed CFA Debt, the Company utilized a discounted cash flow ("DCF") approach, consistent with market practice and applicable accounting standards to estimate the fair value based on the absence of observable market inputs. The DCF values the forecasted cash flows related to Rex operations that are required to be used to prepay the note over its term. The fair value of the debt would have been different if there was a significant change to the cash flows for prepayment and the discount rate applied to the cash flows. The CFA Debt has an initial term of 30 years, permits extension of the termination date by up to an additional 20 years (in two 10‑year increments) subject to specified conditions, and requires mandatory prepayments from Excess Cash Flow in accordance with the Intercreditor Deed. The CFA Debt does not bear interest, provided that if Rex fails to maintain compliance with certain ‘Rex Regional Commitments’ (and a resulting event of default occurs), interest shall accrue on the outstanding principal at a rate of 2.00% per annum during the period of such non-compliance. As of the acquisition date, the fair value of the CFA Debt was $22.2 million.

The Acquisition was funded through a combination of cash on hand and net proceeds received on December 15, 2025 through a Note Purchase Agreement with two Institutional Investors, as further discussed in Note 13. Total cash consideration paid is summarized in the table below (in thousands):


Nominal equity value	$	—
Air T's payment to the Creditors Trust	10,174
Consideration paid	$	10,174

The Acquisition was accounted for as a business combination using the acquisition method of accounting in accordance with ASC 805, Business Combinations (“ASC 805”). The current acquisition-date fair values of the tangible assets and identifiable intangible assets acquired and liabilities assumed were determined with the assistance of independent third-party valuation specialists, and were reviewed and approved by management with respect to the valuation methodologies and significant assumptions used. Assets acquired and liabilities assumed were recognized and measured in accordance with applicable accounting guidance.

The following table summarizes the current acquisition-date fair values of the assets acquired and liabilities assumed as of December 18, 2025 (in thousands):






Fair value of assets acquired and liabilities assumed:
Assets:
Cash and cash equivalents	$	75
Restricted cash	4,668
Accounts receivable, net	16,368
Aircraft Parts and supplies	14,562
Property and equipment, net
Aircraft	70,385
Spare aircraft engines	21,762
Rotable aircraft parts	22,942
Land and buildings	12,659
Other property, plant and equipment

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