AIRT / Air T, Inc. - SEC Filings, Annual Report, Proxy Statement

7031768.v6 AMENDMENT NO. 5 TO CREDIT AGREEMENT This Amendment No. 5 to Credit Agreement dated to be effective as of September 3, 2025 (the “Amendment”), is entered into by and among Air’Zona Aircraft Services, Inc., an Arizona corporation, CSA Air, I

a102-01amendmentno5tocre 7031768.v6 AMENDMENT NO. 5 TO CREDIT AGREEMENT This Amendment No. 5 to Credit Agreement dated to be effective as of September 3, 2025 (the “Amendment”), is entered into by and among Air’Zona Aircraft Services, Inc., an Arizona corporation, CSA Air, Inc., a North Carolina corporation, Global Ground Support, LLC, a North Carolina limited liability company, Jet Yard, LLC, an

087847\013\7038254.v2 UNLIMITED CONTINUING GUARANTY (Swap Transactions) This Unlimited Continuing Guaranty (Swap Transactions) (this “Guaranty”) is made and entered into as of this 29th day of August, 2025, by the undersigned guarantor, whether one o

a105-airzonaaircraftserv 087847\013\7038254.v2 UNLIMITED CONTINUING GUARANTY (Swap Transactions) This Unlimited Continuing Guaranty (Swap Transactions) (this “Guaranty”) is made and entered into as of this 29th day of August, 2025, by the undersigned guarantor, whether one or more (collectively, the “Guarantor”), to and for the benefit of ALERUS FINANCIAL, NATIONAL ASSOCIATION (the “Bank”). RECITA

087847\013\7038279.v2 AMENDED AND RESTATED TERM NOTE A U.S. $9,188,571.40 Dated as of September 3, 2025 Minnetonka, Minnesota FOR VALUE RECEIVED, the undersigned, AIR’ZONA AIRCRAFT SERVICES, INC., an Arizona corporation, CSA AIR, INC., a North Caroli

a103-03amendedandrestate 087847\013\7038279.v2 AMENDED AND RESTATED TERM NOTE A U.S. $9,188,571.40 Dated as of September 3, 2025 Minnetonka, Minnesota FOR VALUE RECEIVED, the undersigned, AIR’ZONA AIRCRAFT SERVICES, INC., an Arizona corporation, CSA AIR, INC., a North Carolina corporation, GLOBAL GROUND SUPPORT, LLC, a North Carolina limited liability company, JET YARD, LLC, an Arizona limited lia

087847\013\7032449.v3 ACKNOWLEDGMENT AND AGREEMENT Dated: September 3, 2025. The undersigned, Air T, Inc., a Delaware corporation (together with its successors and assigns, the “Guarantor”), has (a) guaranteed the payment and performance of all oblig

a104-04acknowledgmentand 087847\013\7032449.v3 ACKNOWLEDGMENT AND AGREEMENT Dated: September 3, 2025. The undersigned, Air T, Inc., a Delaware corporation (together with its successors and assigns, the “Guarantor”), has (a) guaranteed the payment and performance of all obligations of its affiliates identified on Schedule A attached hereto (together with their respective successors and assigns, the

7032455.v4 AMENDED AND RESTATED REVOLVING CREDIT NOTE U.S. $20,000,000.00 Dated as of September 3, 2025 FOR VALUE RECEIVED, on the Revolving Credit Termination Date (as defined in the Credit Agreement hereinafter defined) the undersigned, AIR’ZONA AI

a101-02amendedandrestate 7032455.v4 AMENDED AND RESTATED REVOLVING CREDIT NOTE U.S. $20,000,000.00 Dated as of September 3, 2025 FOR VALUE RECEIVED, on the Revolving Credit Termination Date (as defined in the Credit Agreement hereinafter defined) the undersigned, AIR’ZONA AIRCRAFT SERVICES, INC., an Arizona corporation, CSA AIR, INC., a North Carolina corporation, GLOBAL GROUND SUPPORT, LLC, a Nor

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): September 03, 2025 AIR T, INC. (Exa

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): September 03, 2025 AIR T, INC.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): August 14, 2025 AIR T, INC. (Exact

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): August 14, 2025 AIR T, INC.

AIR T FUNDING 320,000 Shares of 8% Alpha Income Trust Preferred Securities (Liquidation amount $25.00 per Capital Security) guaranteed by Air T, Inc.

Filed Pursuant to Rule 424(b)(5) File Numbers 333-277855-01 and 333-277855 PROSPECTUS SUPPLEMENT (To Prospectus dated March 29, 2024) AIR T FUNDING $8,000,000 320,000 Shares of 8% Alpha Income Trust Preferred Securities (Liquidation amount $25.

NASDAQ: AIRT FY26 Q1 Update A PORTFOLIO OF POWERFUL COMPANIES As of June 30, 2025 Statements in this document, which contain more than historical information, may be considered forward-looking statements (as such term is defined in the Private Securi

a2025-06x30airtinvestorp NASDAQ: AIRT FY26 Q1 Update A PORTFOLIO OF POWERFUL COMPANIES As of June 30, 2025 Statements in this document, which contain more than historical information, may be considered forward-looking statements (as such term is defined in the Private Securities Litigation Reform Act of 1995), which are subject to risks and uncertainties.

List of Issuers and Guarantors

Exhibit 22.1 List of Issuers and Guarantors The following consolidated subsidiaries of Air T, Inc. are issuer or guarantor of registered trust preferred securities that bear interest at 8.00% percent and mature in 2049. Entity Role Air T, Inc. Guarantor Air T Funding Issuer

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): August 13, 2025 AIR T, INC. (Exact

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): August 13, 2025 AIR T, INC.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): August 13, 2025 AIR T, INC. (Exact

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): August 13, 2025 AIR T, INC.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark one) ☒ Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the quarterly period ended June 30, 2025 ☐ Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the transition period from to Commission File Number 001-35476 Air T, Inc. (E

Air T, Inc. Reports First Quarter Fiscal 2026 Results CHARLOTTE, NC, August 13, 2025— Air T, Inc. (NASDAQ: AIRT) is an industrious American company with a portfolio of businesses, each of which is independent yet interrelated. We seek dynamic individ

airtpressreleaseq1fy26-f Air T, Inc. Reports First Quarter Fiscal 2026 Results CHARLOTTE, NC, August 13, 2025— Air T, Inc. (NASDAQ: AIRT) is an industrious American company with a portfolio of businesses, each of which is independent yet interrelated. We seek dynamic individuals and teams to operate companies with processes and insights that drive increasing value over time. We believe we can inve

List of Issuers and Guarantors (filed herewith)

Exhibit 22.1 List of Issuers and Guarantors The following consolidated subsidiaries of Air T, Inc. are issuer or guarantor of registered trust preferred securities that bear interest at 8.00% percent and mature in 2049. Entity Role Air T, Inc. Guarantor Air T Funding Issuer

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A (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 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-35476 Air T, Inc. (Exa

Power of Attorney (filed herewith)

Exhibit 24 POWER OF ATTORNEY (FORM 10-K) AIR T, INC., a Delaware corporation (the “Company”), and each of the undersigned directors of the Company, hereby constitutes and appoints Nick Swenson and Tracy Kennedy and each of them (with full power to each of them to act alone) its/his/her true and lawful attorney-in-fact and agent, for it/him/her and on its/his/her behalf and in its/his/her name, pla

Policy Relating to Recovery of Erroneously Awarded Compensation (filed herewith)

Exhibit 97 Air T, Inc. POLICY FOR THE RECOVERY OF ERRONEOUSLY AWARDED COMPENSATION A.OVERVIEW In accordance with the applicable rules of The Nasdaq Stock Market (the “Nasdaq Rules”), Section 10D and Rule 10D-1 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) (“Rule 10D-1”), the Board of Directors (the “Board”) of Air T, Inc. (the “Company”) has adopted this Policy (the “Poli

List of subsidiaries of the Company (filed herewith)

EXHIBIT 21.1 AIR T, INC. LIST OF SUBSIDIARIES AND CONSOLIDATED VARIABLE INTEREST ENTITIES Percent Ownership Air T Global Leasing, LLC, a North Carolina limited liability company 100% CSA Air, Inc., a North Carolina corporation 100% Global Ground Support, LLC, a North Carolina limited liability company 100% Mountain Air Cargo, Inc., a North Carolina corporation 100% Space Age Insurance Company, a U

Insider Trading Policy (filed herewith)

EXHIBIT 19.1 AIR T, INC. AMENDED AND RESTATED INSIDER TRADING POLICY March 20, 2025 The common stock of Air T, Inc. (the “Company”) is publicly traded and there are certain important restrictions and limitations imposed on your ability to trade Company common stock under the federal securities laws. The purchase or sale of Company common stock while aware of material nonpublic information, or the

Assignment, Assumption and Amendment Agreement in respect of Airbus Model A320-214 aircraft and engines dated July 15, 2025*

Execution Version CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED.

Assignment, Assumption and Amendment Agreement in respect of Airbus Model A321-111 aircraft and engines dated July 15, 2025*

Execution Version CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED.

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Completion of Acquisition or Disposition of Assets

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): July 15, 2025 AIR T, INC.

Bill of Sale – Airbus Model A320-214 aircraft and engines dated July 15, 2025*

CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED.

Bill of Sale – Airbus Model A321-111 aircraft and engines dated July 15, 2025*

CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED.

Acceptance Certificate – Airbus Model A320-214 aircraft and engines dated July 15, 2025*

CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED.

Acceptance Certificate – Airbus Model A321-111 aircraft and engines dated July 15, 2025*

CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (RULE 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION ___________________________ Proxy Statement Pursuant to Section 14(a) of the Securiti

DEFA14A 1 noticeofavailability-fy25.htm DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (RULE 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☐ Prelim

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Definitive Proxy State

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): June 30, 2025 AIR T, INC. (Exact Na

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): June 30, 2025 AIR T, INC.

NASDAQ: AIRT FY25 Q4 Update A PORTFOLIO OF POWERFUL COMPANIES As of March 31, 2025 Statements in this document, which contain more than historical information, may be considered forward-looking statements (as such term is defined in the Private Secur

NASDAQ: AIRT FY25 Q4 Update A PORTFOLIO OF POWERFUL COMPANIES As of March 31, 2025 Statements in this document, which contain more than historical information, may be considered forward-looking statements (as such term is defined in the Private Securities Litigation Reform Act of 1995), which are subject to risks and uncertainties.

List of subsidiaries of the Company (filed herewith)

EXHIBIT 21.1 AIR T, INC. LIST OF SUBSIDIARIES AND CONSOLIDATED VARIABLE INTEREST ENTITIES Percent Ownership Air T Global Leasing, LLC, a North Carolina limited liability company 100% CSA Air, Inc., a North Carolina corporation 100% Global Ground Support, LLC, a North Carolina limited liability company 100% Mountain Air Cargo, Inc., a North Carolina corporation 100% Space Age Insurance Company, a U

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

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 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-35476 Air T, Inc. (Exact

Policy Relating to Recovery of Erroneously Awarded Compensation (filed herewith)

Exhibit 97 Air T, Inc. POLICY FOR THE RECOVERY OF ERRONEOUSLY AWARDED COMPENSATION A.OVERVIEW In accordance with the applicable rules of The Nasdaq Stock Market (the “Nasdaq Rules”), Section 10D and Rule 10D-1 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) (“Rule 10D-1”), the Board of Directors (the “Board”) of Air T, Inc. (the “Company”) has adopted this Policy (the “Poli

List of Issuers and Guarantors (filed herewith)

Exhibit 22.1 List of Issuers and Guarantors The following consolidated subsidiaries of Air T, Inc. are issuer or guarantor of registered trust preferred securities that bear interest at 8.00% percent and mature in 2049. Entity Role Air T, Inc. Guarantor Air T Funding Issuer

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): June 27, 2025 AIR T, INC. (Exact Na

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): June 27, 2025 AIR T, INC.

Air T, Inc. Reports Fiscal 2025 Results CHARLOTTE, NC, June 27, 2025— Air T, Inc. (NASDAQ: AIRT) is an industrious American company with a portfolio of businesses, each of which is independent yet interrelated. We seek dynamic individuals and teams t

pressreleaseairtfy25fin Air T, Inc. Reports Fiscal 2025 Results CHARLOTTE, NC, June 27, 2025— Air T, Inc. (NASDAQ: AIRT) is an industrious American company with a portfolio of businesses, each of which is independent yet interrelated. We seek dynamic individuals and teams to operate companies using processes that increase stakeholder value over time. We believe we can apply corporate resources to

Power of Attorney (filed herewith)

Exhibit 24 POWER OF ATTORNEY (FORM 10-K) AIR T, INC., a Delaware corporation (the “Company”), and each of the undersigned directors of the Company, hereby constitutes and appoints Nick Swenson and Tracy Kennedy and each of them (with full power to each of them to act alone) its/his/her true and lawful attorney-in-fact and agent, for it/him/her and on its/his/her behalf and in its/his/her name, pla

Insider Trading Policy (filed herewith)

EXHIBIT 19.1 AIR T, INC. AMENDED AND RESTATED INSIDER TRADING POLICY March 20, 2025 The common stock of Air T, Inc. (the “Company”) is publicly traded and there are certain important restrictions and limitations imposed on your ability to trade Company common stock under the federal securities laws. The purchase or sale of Company common stock while aware of material nonpublic information, or the

Form of Sale and Purchase Agreement between CASP Leasing I, LLC and FTAI Aircraft Leasing Ireland (2025) DAC dated June 19, 2025 (Airbus Model A-320-214)

a101saleandpurchaseagree 19 19 PAUL GRIFFIN DIRECTOR

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): June 19, 2025 AIR T, INC. (Exact Na

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): June 19, 2025 AIR T, INC.

Form of Sale and Purchase Agreement between CASP Leasing I, LLC and FTAI Aircraft Leasing Ireland (2025) DAC dated June 19, 2025 (Airbus Model A-321-111)

a102-saleandpurchaseagre 19 19 PAUL GRIFFIN DIRECTOR

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy State

Form of Amended and Restated Pledge Agreement dated May 30, 2025, incorporate by reference to Exhibit 10.3 on the Company's Current Report on Form 8-K filed June 2, 2025 (Commission File No. 001-35476).

1 AMENDED AND RESTATED STOCK PLEDGE AGREEMENT This AMENDED AND RESTATED STOCK PLEDGE AGREEMENT, (this “Agreement”) is made and entered into as of May 30, 2025, by Air T, Inc.

Third Note Purchase Agreement among Air T, Inc., AAM 24-1, LLC, Honeywell Common Investment Fund and Honeywell International Inc. Master Retirement Trust, dated May 30, 2025, incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed June 2, 2025 (Commission File No. 001-35476).

1 THIRD NOTE PURCHASE AGREEMENT This THIRD NOTE PURCHASE AGREEMENT (this “Agreement”), dated as of May 30, 2025 among Air T, Inc.

Form of Multiple Advance Senior Secured Note, dated May 30, 2025, incorporated by reference to Exhibit 10.2 on the Company's Current Report on Form 8-K filed June 2, 2025 (Commission File No. 001-35476).

1 AMENDED AND RESTATED NOTE THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS NOTE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS.

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): May 30, 2025 AIR T, INC.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM SD Specialized Disclosure Report Air T, Inc. (Exact name of registrant as specified in its charter)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM SD Specialized Disclosure Report Air T, Inc. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-35476 (Commission File Number) 52-1206400 (I.R.S. Employer Identification No.) 11020 David Taylor Drive, Suite 305, Charlotte, North Carolina 28262 (Address of pri

$1,050,000 Term Note C to Alerus Financial, National Association dated May 15, 2025, incorporate by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed May 21, 2025 (Commission File No. 001-35476).

6957417.v4 TERM NOTE C U.S. $1,050,000.00 Dated as of May 15, 2025 Eagan, Minnesota FOR VALUE RECEIVED, the undersigned, AIR’ZONA AIRCRAFT SERVICES, INC., an Arizona corporation, CSA AIR, INC., a North Carolina corporation, GLOBAL GROUND SUPPORT, LLC, a North Carolina limited liability company, JET YARD, LLC, an Arizona limited liability company, JET YARD SOLUTIONS, LLC, an Arizona limited liabili

Amendment No. 4 to Credit Agreement and Consent by and among Air’Zona Aircraft Services, Inc., CSA Air, Inc., Global Ground Support, LLC, Jet Yard, LLC, Jet Yard Solutions, LLC, Mountain Air Cargo, Inc., Worldwide Aircraft Services, Inc., Worthington Aviation, LLC, Royal Aircraft Services, LLC, Air T, Inc. and Alerus Financial, National Association effective May 15, 2025, without schedules, incorporate by reference to Exhibit 10.2 to the Company's Current Report on Form 8-K filed May 21, 2025 (Commission File No. 01-35476).

6955992.v6 AMENDMENT NO. 4 TO CREDIT AGREEMENT AND CONSENT This Amendment No. 4 to Credit Agreement and Consent dated to be effective as of May 15, 2025 (the “Amendment”), is entered into by and among Air’Zona Aircraft Services, Inc., an Arizona corporation, CSA Air, Inc., a North Carolina corporation, Global Ground Support, LLC, a North Carolina limited liability company, Jet Yard, LLC, an Arizon

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): May 15, 2025 AIR T, INC.

Regulation FD Disclosure, Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): May 19, 2025 AIR T, INC.

NASDAQ: AIRT Company Presentation A PORTFOLIO OF POWERFUL COMPANIES As of December 31, 2024 Statements in this document, which contain more than historical information, may be considered forward-looking statements (as such term is defined in the Priv

NASDAQ: AIRT Company Presentation A PORTFOLIO OF POWERFUL COMPANIES As of December 31, 2024 Statements in this document, which contain more than historical information, may be considered forward-looking statements (as such term is defined in the Private Securities Litigation Reform Act of 1995), which are subject to risks and uncertainties.

NASDAQ: AIRT Planet Microcap Las Vegas April 23, 2025 A PORTFOLIO OF POWERFUL COMPANIES As of December 31, 2024 Statements in this document, which contain more than historical information, may be considered forward-looking statements (as such term is

NASDAQ: AIRT Planet Microcap Las Vegas April 23, 2025 A PORTFOLIO OF POWERFUL COMPANIES As of December 31, 2024 Statements in this document, which contain more than historical information, may be considered forward-looking statements (as such term is defined in the Private Securities Litigation Reform Act of 1995), which are subject to risks and uncertainties.

Regulation FD Disclosure, Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): April 22, 2025 AIR T, INC.

NASDAQ: AIRT FY25 Mountain Air Cargo Case Study: Business Unit Analysis December 31, 2024 A PORTFOLIO OF POWERFUL COMPANIES SAFE HARBOR x Statements in this document, which contain more than historical information, may be considered forward-looking s

maccasestudy-presentatio NASDAQ: AIRT FY25 Mountain Air Cargo Case Study: Business Unit Analysis December 31, 2024 A PORTFOLIO OF POWERFUL COMPANIES SAFE HARBOR x Statements in this document, which contain more than historical information, may be considered forward-looking statements (as such term is defined in the Private Securities Litigation Reform Act of 1996), which are subject to risks and uncertainties.

$14,000,000 Amended and Restated Revolving Credit Note to Alerus Financial, National Association dated March 31, 2025, incorporated by reference to Exhibit 10.3 to the Company's Current Report on Form 8-K filed April 4, 2025 (Commission File No. 001-35476).

087847\013\6933581.v2 AMENDED AND RESTATED REVOLVING CREDIT NOTE U.S. $14,000,000.00 Dated as of March 31, 2025 FOR VALUE RECEIVED, on the Revolving Credit Termination Date (as defined in the Credit Agreement hereinafter defined) the undersigned, AIR’ZONA AIRCRAFT SERVICES, INC., an Arizona corporation, CSA AIR, INC., a North Carolina corporation, GLOBAL GROUND SUPPORT, LLC, a North Carolina limit

2, LLC, Air’Zona Aircraft Services, Inc., AirCo Services, LLC, CSA Air, Inc., Global Ground Support, LLC, Jet Yard, LLC, Jet Yard Solutions, LLC, Mountain Air Cargo, Inc., Stratus Aero Partners, LLC, Worldwide Aircraft Services, Inc., and Worthington Aviation, LLC and Alerus Financial, National Association effective March 31, 2025, incorporate by reference to Exhibit 10.3 to the C

087847\013\6934152.v3 AMENDMENT NO. 3 TO CREDIT AGREEMENT This AMENDMENT NO. 3 TO CREDIT AGREEMENT dated to be effective as of March 31, 2025 (the “Amendment”), is entered into by and among AirCo, LLC, a North Carolina limited liability company (“Airco”), Airco 2, LLC, a Kansas limited liability company (“Airco2”), Air’Zona Aircraft Services, Inc., an Arizona corporation, AirCo Services, LLC, a No

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): March 31, 2025 AIR T, INC.

$3,000,000 Overline Note to Alerus Financial, National Association dated March 31, 2025, incorporate by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed April 4, 2025 (Commission File No. 001-35476).

087847\013\6938635.v1 OVERLINE NOTE U.S. $3,000,000.00 Dated as of March 31, 2025 FOR VALUE RECEIVED, on the Overline Termination Date (as defined in the Credit Agreement hereinafter defined) the undersigned, AIR’ZONA AIRCRAFT SERVICES, INC., an Arizona corporation, CSA AIR, INC., a North Carolina corporation, GLOBAL GROUND SUPPORT, LLC, a North Carolina limited liability company, JET YARD, LLC, a

2, LLC, a Kansas limited liability company, Air’Zona Aircraft Services, Inc., an Arizona corporation, AirCo Services, LLC, a North Carolina limited liability company, CSA Air, Inc., a North Carolina corporation, Global Ground Support, LLC, a North Carolina limited liability company, Jet Yard, LLC, an Arizona limited liability company, Jet Yard Solutions, LLC, an Arizona limited liability company, Mountain Air Cargo, Inc., a North Carolina corporation, Stratus Aero Partners LLC, a Delaware limited liability company, Worldwide Aircraft Services, Inc., a Kansas corporation, and Worthington Aviation, LLC, a North Carolina limited liability company, as Borrowers, Air T, Inc. as Loan Party Agent and Alerus Financial, National Association, without exhibits or schedules, incorporated by reference to Exhibit 10.3 to the Company's Current Report on Form 8-K filed February 26, 2025 (Commission File No. 001-35476).

087847\013\6902515.v4 AMENDMENT NO. 2 TO CREDIT AGREEMENT AND CONSENT This AMENDMENT NO. 2 TO CREDIT AGREEMENT AND CONSENT dated as of February 21, 2025 (the “Amendment”), is entered into by and among AirCo, LLC, a North Carolina limited liability company, Airco 2, LLC, a Kansas limited liability company, Air’Zona Aircraft Services, Inc., an Arizona corporation, AirCo Services, LLC, a North Caroli

Credit Agreement by and among Mountain Air Cargo, Inc., a North Carolina corporation and Bank of America, N.A., executed August 29, 2024, without exhibits or schedules, incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed February 26, 2025 (Commission File No. 001-35476).

bofa-mountainaircargoloa LOAN AGREEMENT This Agreement dated as of February 21, 2025, is between Bank of America, N.

Entry into a Material Definitive Agreement, Termination of a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): February 21, 2025 AIR T, INC.

Form of Acknowledgment and Agreement by Air T, Inc. to Alerus Financial, National Association executed February 21, 2025, incorporated by reference to Exhibit 10.3 to the Company's Current Report on Form 8-K filed February 26, 2025 (Commission File No. 001-35476).

087847\013\6905859.v1 ACKNOWLEDGMENT AND AGREEMENT Dated: February 21, 2025. The undersigned, Air T, Inc., a Delaware corporation (together with its successors and assigns, the “Guarantor”), has (a) guaranteed the payment and performance of all obligations of its affiliates identified on Schedule A attached hereto (together with their respective successors and assigns, the “Borrowers”), to ALERUS

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark one) ☒ Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the quarterly period ended December 31, 2024 ☐ Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the transition period from to Commission File Number 001-35476 Air T, Inc

NASDAQ: AIRT FY25 Q3 Update A PORTFOLIO OF POWERFUL COMPANIES As of December 31, 2024 Statements in this document, which contain more than historical information, may be considered forward-looking statements (as such term is defined in the Private Se

a2024-12x31airtinvestorp NASDAQ: AIRT FY25 Q3 Update A PORTFOLIO OF POWERFUL COMPANIES As of December 31, 2024 Statements in this document, which contain more than historical information, may be considered forward-looking statements (as such term is defined in the Private Securities Litigation Reform Act of 1995), which are subject to risks and uncertainties.

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): February 12, 2025 AIR T, INC.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): February 12, 2025 AIR T, INC. (Exac

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): February 12, 2025 AIR T, INC.

List of Issuers and Guarantors

Exhibit 22.1 List of Issuers and Guarantors The following consolidated subsidiaries of Air T, Inc. are issuer or guarantor of registered trust preferred securities that bear interest at 8.00% percent and mature in 2049. Entity Role Air T, Inc. Guarantor Air T Funding Issuer

Air T, Inc. Reports Third Quarter Fiscal 2025 Results CHARLOTTE, NC, February 12, 2025— Air T, Inc. (NASDAQ: AIRT) is an industrious American company with a portfolio of businesses, each of which is independent yet interrelated. We seek dynamic indiv

airtpressreleaseq3fy25-f Air T, Inc. Reports Third Quarter Fiscal 2025 Results CHARLOTTE, NC, February 12, 2025— Air T, Inc. (NASDAQ: AIRT) is an industrious American company with a portfolio of businesses, each of which is independent yet interrelated. We seek dynamic individuals and teams to operate companies with processes and insights that drive increasing value over time. We believe we can in

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): January 21, 2025 AIR T, INC.

2, LLC, a Kansas limited liability company, Air’Zona Aircraft Services, Inc., an Arizona corporation, AirCo Services, LLC, a North Carolina limited liability company, CSA Air, Inc., a North Carolina corporation, Global Ground Support, LLC, a North Carolina limited liability company, Jet Yard, LLC, an Arizona limited liability company, Jet Yard Solutions, LLC, an Arizona limited liability company, Mountain Air Cargo, Inc., a North Carolina corporation, Stratus Aero Partners LLC, a Delaware limited liability company, Worldwide Aircraft Services, Inc., a Kansas corporation, and Worthington Aviation, LLC, a North Carolina limited liability company, as Borrowers, Air T, Inc. as Loan Party Agent and Alerus Financial, National Association, incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed January 22, 2025 (Commission file No. 001-35476).

airtandalerusamendmentno

Air T, Inc. / Air T Funding 11010 David Taylor Drive, Suite 305 Charlotte, NC 28262

RW 1 formrw-airtfundingx11252024.htm RW Air T, Inc. / Air T Funding 11010 David Taylor Drive, Suite 305 Charlotte, NC 28262 November 25, 2024 VIA EDGAR Division of Corporation Finance Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Re: Air T, Inc. / Air T Funding Withdrawal of Registration Statement on Form S-3 File No. 333-277856 and 333-277856-01 Ladies and Gentlemen

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark one) ☒ Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the quarterly period ended September 30, 2024 ☐ Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the transition period from to Commission File Number 001-35476 Air T, In

List of Issuers and Guarantors

Exhibit 22.1 List of Issuers and Guarantors The following consolidated subsidiaries of Air T, Inc. are issuer or guarantor of registered trust preferred securities that bear interest at 8.00% percent and mature in 2049. Entity Role Air T, Inc. Guarantor Air T Funding Issuer

Air T, Inc. Reports Second Quarter Fiscal 2025 Results CHARLOTTE, NC, November 12, 2024— Air T, Inc. (NASDAQ: AIRT) is an industrious American company with a portfolio of businesses, each of which is independent yet interrelated. We seek dynamic indi

Air T, Inc. Reports Second Quarter Fiscal 2025 Results CHARLOTTE, NC, November 12, 2024— Air T, Inc. (NASDAQ: AIRT) is an industrious American company with a portfolio of businesses, each of which is independent yet interrelated. We seek dynamic individuals and teams to operate companies with processes and insights that drive increasing value over time. We believe we can invest corporate resources

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): November 12, 2024 AIR T, INC.

NASDAQ: AIRT FY25 Q2 Update A PORTFOLIO OF POWERFUL COMPANIES September 30, 2024 Statements in this document, which contain more than historical information, may be considered forward-looking statements (as such term is defined in the Private Securit

NASDAQ: AIRT FY25 Q2 Update A PORTFOLIO OF POWERFUL COMPANIES September 30, 2024 Statements in this document, which contain more than historical information, may be considered forward-looking statements (as such term is defined in the Private Securities Litigation Reform Act of 1995), which are subject to risks and uncertainties.

Regulation FD Disclosure, Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): November 12, 2024 AIR T, INC.

Note Purchase Agreement among Air T, Inc., AAM 24-1, LLC, Honeywell Common Investment Fund and Honeywell International Inc. Master Retirement Trust, dated October 16, 2024, incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed October 22, 2024 (Commission File No. 001-35476).

formexxsecondnotepurchas 1 53093525.9 10/17/2024 SECOND NOTE PURCHASE AGREEMENT This SECOND NOTE PURCHASE AGREEMENT (this “Agreement”), dated as of October 16, 2024, among Air T, Inc., a Delaware corporation (the “Company”), AAM 24-1, LLC, a Minnesota limited liability company and a wholly owned subsidiary of the Company (the “Issuer”) and Honeywell Common Investment Fund and Honeywell Internation

Employment Agreement between Air T, Inc. and Tracy Kennedy, dated as of October 16, 2024, incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed October 22, 2024 (Commission File No. 001-35476).

EMPLOYMENT AGREEMENT THIS AGREEMENT, made and entered into as of the 16th day of October, 2024, by and between Air T, Inc.

Form of Senior Secured Promissory Note, dated October 16, 2024, incorporated by reference to Exhibit 10.2 to the Company's Current Report on Form 8-K filed October 22, 2024 (Commission File No. 001-35476).

formexxformofamendedandr A-1 53093525.9 10/17/2024 EXHIBIT A FORM OF AMENDED AND RESTATED NOTE THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STA

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): October 16, 2024 AIR T, INC. (Exact

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): October 16, 2024 AIR T, INC.

Air T, Inc. Names Tracy Kennedy as Chief Financial Officer Minneapolis, MN, October 22, 2024 -- Air T, Inc. (NASDAQ: AIRT) is pleased to announce the appointment of Tracy Kennedy as Chief Financial Officer, effective October 16, 2024. Tracy has been

a202410pr-tracykennedycf Air T, Inc. Names Tracy Kennedy as Chief Financial Officer Minneapolis, MN, October 22, 2024 - Air T, Inc. (NASDAQ: AIRT) is pleased to announce the appointment of Tracy Kennedy as Chief Financial Officer, effective October 16, 2024. Tracy has been with Air T for over six years, serving first as Director of Accounting, then Corporate Controller, and most recently as Chief

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): October 16, 2024 AIR T, INC. (Exact

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): October 16, 2024 AIR T, INC.

LDWY / Lendway, Inc. / AIR T INC - SC 13D/A Activist Investment

a29845454-v1xamendmentno UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

Supplement #11 to Master Loan Agreement made and entered into by Contrail Aviation Support, LLC, Contrail Aviation Leasing, LLC, CASP Leasing I, LLC and Old National Bank dated September 12, 2024, incorporated by reference to Exhibit 10.2 to the Company's Current Report on Form 8-K filed September 18, 2024 (commission File No. 001-35476).*

Certain identified information has been excluded from this Exhibit because it is both (i) not material and (ii) would be competitively harmful if publicly disclosed.

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Completion of Acquisition or Disposition of Assets

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): September 12, 2024 AIR T, INC.

Subordination Agreement among Old National Bank, OCAS, Inc. and Contrail Aviation Support, LLC dated September 12, 2024, incorporated by reference to Exhibit 10.4 to the Company's Current Report on Form 8-K filed September 18, 2024 (Commission File No. 001-35476).

SUBORDINATION AGREEMENT This SUBORDINATION AGREEMENT (this “Agreement”) is made as of this 12th day of September, 2024 (the “Effective Date”), among OLD NATIONAL BANK (“Senior Lender”), OCAS, INC.

Fifth Amendment to Master Loan Agreement by and between Contrail Aviation Support, LLC, Contrail Aviation Leasing, LLC and Old National Bank dated September 12, 2024

FIFTH AMENDMENT TO MASTER LOAN AGREEMENT THIS FIFTH AMENDMENT TO MASTER LOAN AGREEMENT (this “Fifth Amendment”) is entered into as of September 12, 2024, by and between CONTRAIL AVIATION SUPPORT, LLC (“CAS”) and CONTRAIL AVIATION LEASING, LLC, LLC (“CAL” and together with CAS, collectively, the “Borrowers”) and OLD NATIONAL BANK (the “Lender, and together with CAS and CAL, collectively the “Parties”) and amends that certain Master Loan Agreement dated as of June 24, 2019.

Term Note J by Contrail Aviation Support, LLC, Contrail Aviation Leasing, LLC and CASP Leasing I, LLC dated September 12, 2024, incorporated by reference to Exhibit 10.3 to the Company's Current Report on Form 8-K filed September 18, 2024 (Commission File No. 001-35476).

Contrail Aviation Support, LLC Loan No. 20007031504 PROMISSORY NOTE TERM NOTE J $10,000,000.00 September 12, 2024 FOR VALUE RECEIVED, the undersigned CONTRAIL AVIATION SUPPORT, LLC (“CAS”), CONTRAIL AVIATION LEASING, LLC (“CAL”) and CASP Leasing I, LLC a Delaware limited liability company (“CASP” and together with CAS and CAL, jointly and severally, the “Borrower”), promises to pay to the order of

Form of Aircraft Lease Agreement between CASP Leasing I, LLC and Electra Airways OOD – Aircraft #1, incorporate by reference to Exhibit 10.3 to the Company's Current Report on Form 8-K filed September 5, 2024 (Commission File No. 001-35476).*

EXECUTION CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED.

Aircraft Sale and Purchase Agreement between CASP Leasing I, LLC and Aurick One Limited dated August 29, 2024 – Aircraft #1, incorporate by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K Filed September 5, 2025 (Commission File No. 001-35476).*

EXECUTION CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED.

Form of Aircraft Lease Agreement between CASP Leasing I, LLC and Electra Airways OOD – Aircraft #2, incorporated by reference to Exhibit 10.4 to the Company's Current Report on Form 8-K filed September 5, 2024 (Commission File No. 001-35476).*

EXECUTION CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED.

Aircraft Sale and Purchase Agreement between CASP Leasing I, LLC and Aurick One Limited dated August 29, 2024-Aircraft #2, incorporated by reference to Exhibit 10.2 to the Company's Current Report on Form 8-K filed September 5, 2024 (Commission File No. 001-35476).*

EXECUTION CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED.

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): August 29, 2024 AIR T, INC.

Form of Term Note B by the Borrowers executed August 29, 2024, incorporated by reference to Exhibit 10.4 to the Company's Current Report on Form 8-K filed August 30, 2024 (Commission File No. 001-35476).

TERM NOTE B U.S. $2,280,000.00 Dated as of August 29, 2024 Minnetonka, Minnesota FOR VALUE RECEIVED, the undersigned, AIRCO, LLC, a North Carolina limited liability company, AIRCO SERVICES, LLC, a North Carolina limited liability company, AIRCO 2, LLC, a Kansas limited liability company, AIR’ZONA AIRCRAFT SERVICES, INC., an Arizona corporation, CSA AIR, INC., a North Carolina corporation, GLOBAL G

2, LLC, a Kansas limited liability company, Air’Zona Aircraft Services, Inc., an Arizona corporation, AirCo Services, LLC, a North Carolina limited liability company, CSA Air, Inc., a North Carolina corporation, Global Ground Support, LLC, a North Carolina limited liability company, Jet Yard, LLC, an Arizona limited liability company, Jet Yard Solutions, LLC, an Arizona limited liability company, Mountain Air Cargo, Inc., a North Carolina corporation, Stratus Aero Partners LLC, a Delaware limited liability company, Worldwide Aircraft Services, Inc., a Kansas corporation, and Worthington Aviation, LLC, a North Carolina limited liability company, as Borrowers, Air T, Inc. as Loan Party Agent and Alerus Financial, National Association executed August 29, 2024, without schedules,

Error! Unknown document property name. EXECUTION VERSION Credit Agreement by and among AirCo, LLC, Airco 2, LLC, Air’Zona Aircraft Services, Inc., CSA Air, Inc., Global Ground Support, LLC, Jet Yard, LLC, Mountain Air Cargo, Inc., Stratus Aero Partners LLC, Worldwide Aircraft Services, Inc., Worthington Aviation, LLC, AirCo Services, LLC and Jet Yard Solutions, LLC, as Borrowers, Air T, Inc., as L

Form of Security Agreement by the Borrowers in favor of Alerus Financial executed August 29, 2024, incorporated by reference to Exhibit 10.5 to the Company's Current Report on Form 8-K filed August 30, 2024 (Commission File No. 001-35476).

Error! Unknown document property name. DMSUS.364639371.8 SECURITY AGREEMENT This SECURITY AGREEMENT is made as of August 29, 2024 (the “Agreement”), is executed by AIRCO, LLC, a North Carolina limited liability company, AIRCO SERVICES, LLC, a North Carolina limited liability company, AIRCO 2, LLC, a Kansas limited liability company, AIR’ZONA AIRCRAFT SERVICES, INC., an Arizona corporation, CSA AIR

Form of Revolving Credit Note by the Borrowers executed August 29, 2024, incorporated by reference to Exhibit 10.2 to the Company's Current Report on Form 8-K filed August 30, 2024 (Commission File No. 001-35476).

Error! Unknown document property name. REVOLVING CREDIT NOTE U.S. $14,000,000.00 Dated as of August 29, 2024 FOR VALUE RECEIVED, on the Revolving Credit Termination Date (as defined in the Credit Agreement hereinafter defined) the undersigned, AIRCO, LLC, a North Carolina limited liability company, AIRCO SERVICES, LLC, a North Carolina limited liability company, AIRCO 2, LLC, a Kansas limited liab

Form of Term Note A by the Borrowers executed August 29, 2024, incorporated by reference to Exhibit 10.3 to the Company's Current Report on Form 8-K filed August 30, 2024 (Commission File No. 001-35476).

TERM NOTE A U.S. $10,720,000.00 Dated as of August 29, 2024 Minnetonka, Minnesota FOR VALUE RECEIVED, the undersigned, AIRCO, LLC, a North Carolina limited liability company, AIRCO SERVICES, LLC, a North Carolina limited liability company, AIRCO 2, LLC, a Kansas limited liability company, AIR’ZONA AIRCRAFT SERVICES, INC., an Arizona corporation, CSA AIR, INC., a North Carolina corporation, GLOBAL

Form of Pledge Agreement by Air T, Inc. in favor of Alerus Financial executed August 29, 2024, incorporated by reference to Exhibit 10.6 to the Company's Current Report on Form 8-K filed August 30, 2024 (Commission File No. 001-35476).

Pledge Agreement (Securities Account) Error! Unknown document property name. PLEDGE AGREEMENT (SECURITIES ACCOUNT) THIS PLEDGE AGREEMENT (the “Agreement”) is made as of August 29, 2024, by Air T, Inc., a Delaware corporation (the “Pledgor”), whose address is 5000 West 36th Street, Suite 200, Minneapolis, MN 55416, in favor of Alerus Financial, National Association, a national banking association (

Entry into a Material Definitive Agreement, Termination of a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): August 29, 2024 AIR T, INC.

Form of Guaranty of Air T, Inc. executed August 29, 2024, incorporated by reference to Exhibit 10.7 to the Company's Current Report on Form 8-K filed August 30, 2024 (Commission File No. 001-35476).

Error! Unknown document property name. GUARANTY Date: August 29, 2024. For good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and to induce ALERUS FINANCIAL, NATIONAL ASSOCIATION, a national banking association (the “Lender”), at its option at any time or from time to time to make loans or extend other accommodations to or for the account of the entities

AIR T FUNDING 320,000 Shares of 8% Alpha Income Trust Preferred Securities (Liquidation amount $25.00 per Capital Security) guaranteed by Air T, Inc.

Filed Pursuant to Rule 424(b)(5) File Numbers 333-277855-01 and 333-277855 PROSPECTUS SUPPLEMENT (To Prospectus dated March 27, 2024) AIR T FUNDING $8,000,000 320,000 Shares of 8% Alpha Income Trust Preferred Securities (Liquidation amount $25.

Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): August 21, 2024 AIR T, INC.

LDWY / Lendway, Inc. / AIR T INC - SC 13D/A Activist Investment

SC 13D/A 1 amendmentno17-schedule13.htm SC 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A Under the Securities Exchange Act of 1934 (Amendment No. 17) LENDWAY, INC. (Name of Issuer) Common Stock, par value of $0.01 per share (Title of Class of Securities) 45765Y204 (CUSIP Number) Air T, Inc. 11020 David Taylor Drive, Suite 305 Charlotte, North Carolina

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): August 14, 2024 AIR T, INC. (Exact

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): August 14, 2024 AIR T, INC.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark one) ☒ Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the quarterly period ended June 30, 2024 ☐ Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the transition period from to Commission File Number 001-35476 Air T, Inc. (E

NASDAQ: AIRT FY25 Q1 Update A PORTFOLIO OF POWERFUL COMPANIES June 30, 2024 Statements in this document, which contain more than historical information, may be considered forward-looking statements (as such term is defined in the Private Securities L

NASDAQ: AIRT FY25 Q1 Update A PORTFOLIO OF POWERFUL COMPANIES June 30, 2024 Statements in this document, which contain more than historical information, may be considered forward-looking statements (as such term is defined in the Private Securities Litigation Reform Act of 1995), which are subject to risks and uncertainties.

List of Issuers and Guarantors

Exhibit 22.1 List of Issuers and Guarantors The following consolidated subsidiaries of Air T, Inc. are issuer or guarantor of registered trust preferred securities that bear interest at 8.00% percent and mature in 2049. Entity Role Air T, Inc. Guarantor Air T Funding Issuer

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Entry into a Material Definitive Agreement, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): August 02, 2024 AIR T, INC.

Air T, Inc. Announces Departure of Brian Ochocki, Chief Financial Officer Minneapolis, MN, August 7, 2024 -- Air T, Inc. (NASDAQ: AIRT) today announced that its Chief Financial Officer, Brian Ochocki, is departing the Company on or about September 3,

Air T, Inc. Announces Departure of Brian Ochocki, Chief Financial Officer Minneapolis, MN, August 7, 2024 - Air T, Inc. (NASDAQ: AIRT) today announced that its Chief Financial Officer, Brian Ochocki, is departing the Company on or about September 3, 2024. Mr. Ochocki commented, “I made this difficult decision with mixed feelings. Until recently, I had intended to remain with Air T for the remainde

Air T, Inc. 2024 Annual Report Dear Shareholders, We are building Air T for the long term— surfing the edges of flowing waves. Our approach is about attending to a complex system that kicks up ideas for products, services, deals, talent, assets and b

Air T, Inc. 2024 Annual Report Dear Shareholders, We are building Air T for the long term— surfing the edges of flowing waves. Our approach is about attending to a complex system that kicks up ideas for products, services, deals, talent, assets and business lines; then secures, incentivizes and empowers dynamic management with domain knowhow; then seeks to build intensely by delivering genuine val

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (RULE 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION ___________________________ Proxy Statement Pursuant to Section 14(a) of the Securiti

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (RULE 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Definitive Proxy State

Regulation FD Disclosure, Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): July 01, 2024 AIR T, INC.

NASDAQ: AIRT FY24 Q4 Update A PORTFOLIO OF POWERFUL COMPANIES March 31, 2024 Statements in this document, which contain more than historical information, may be considered forward-looking statements (as such term is defined in the Private Securities

NASDAQ: AIRT FY24 Q4 Update A PORTFOLIO OF POWERFUL COMPANIES March 31, 2024 Statements in this document, which contain more than historical information, may be considered forward-looking statements (as such term is defined in the Private Securities Litigation Reform Act of 1995), which are subject to risks and uncertainties.

Power of Attorney (filed herewith)

Exhibit 24 POWER OF ATTORNEY (FORM 10-K) AIR T, INC., a Delaware corporation (the “Company”), and each of the undersigned directors of the Company, hereby constitutes and appoints Nick Swenson and Brian Ochocki and each of them (with full power to each of them to act alone) its/his/her true and lawful attorney-in-fact and agent, for it/him/her and on its/his/her behalf and in its/his/her name, pla

Policy Relating to Recovery of Erroneously Awarded

Exhibit 97 Air T, Inc. POLICY FOR THE RECOVERY OF ERRONEOUSLY AWARDED COMPENSATION A.OVERVIEW In accordance with the applicable rules of The Nasdaq Stock Market (the “Nasdaq Rules”), Section 10D and Rule 10D-1 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) (“Rule 10D-1”), the Board of Directors (the “Board”) of Air T, Inc. (the “Company”) has adopted this Policy (the “Poli

(filed herewith)

Exhibit 22.1 List of Issuers and Guarantors The following consolidated subsidiaries of Air T, Inc. are issuer or guarantor of registered trust preferred securities that bear interest at 8.00% percent and mature in 2049. Entity Role Air T, Inc. Guarantor Air T Funding Issuer

List of subsidiaries of the Company (filed herewith)

EXHIBIT 21.1 AIR T, INC. LIST OF SUBSIDIARIES AND CONSOLIDATED VARIABLE INTEREST ENTITIES Percent Ownership Air T Global Leasing, LLC, a North Carolina limited liability company 100% CSA Air, Inc., a North Carolina corporation 100% Global Ground Support, LLC, a North Carolina limited liability company 100% Mountain Air Cargo, Inc., a North Carolina corporation 100% Space Age Insurance Company, a U

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

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, 2024 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-35476 Air T, Inc. (Exact

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM SD Specialized Disclosure Report Air T, Inc. (Exact name of registrant as specified in its charter)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM SD Specialized Disclosure Report Air T, Inc. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-35476 (Commission File Number) 52-1206400 (I.R.S. Employer Identification No.) 11020 David Taylor Drive, Suite 305, Charlotte, North Carolina 28262 (Address of pri

Form of Membership Interest Redemption and Earnout Agreement by and between Contrail Aviation Support, LLC and OCAS, Inc. executed May 30, 2024, without schedules, incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed May 31, 2024 (Commission file No. 001-35476).

MEMBERSHIP INTEREST REDEMPTION AND EARNOUT AGREEMENT THIS MEMBERSHIP INTEREST REDEMPTION AND EARNOUT AGREEMENT (the “Agreement”), is made effective as of April 1, 2024 (the “Effective Date”), by and between Contrail Aviation Support, LLC, a North Carolina limited liability company (the “Company”), and OCAS, Inc.

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): May 30, 2024 AIR T, INC.

Form of Secured Subordinated Promissory Note between Contrail Aviation Support, LLC and OCAS, Inc., executed May 30, 2024, incorporated by reference to Exhibit 10.2 to the Company's Current Report on Form 8-K filed May 31, 2024 (Commission file No. 001-35476).

SECURED SUBORDINATED PROMISSORY NOTE (“Note”) $4,570,000.00 Minneapolis, Minnesota April 1, 2024 FOR VALUE RECEIVED, Contrail Aviation Support, LLC, a North Carolina limited liability company (“Maker”), hereby agrees and promises to pay to the order of OCAS, Inc., a Wisconsin corporation (the “Holder”), the principal sum of Four Million Five Hundred Seventy Thousand and 00/100 Dollars ($4,570,000.

Form of Subordinated Security Agreement between Contrail Aviation Support, LLC and OCAS, Inc. executed May 30, 2024, incorporated by reference to Exhibit 10.3 to the Company's Current Report on Form 8-K filed May 31, 2024 (Commission file No. 001-35476).

1 SUBORDINATED SECURITY AGREEMENT Date: April 1, 2024 Debtor: Contrail Aviation Creditor: OCAS, Inc.

Exhibit A to Put Option Agreement (Secured Subordinated Promissory Note), incorporated by reference to Exhibit 10.6 to the Company's Current Report on Form 8-K filed May 31, 2024 (Commission file No. 001-35476).

SECURED SUBORDINATED PROMISSORY NOTE (“Note”) $[] Minneapolis, Minnesota [ , 20] FOR VALUE RECEIVED, Contrail Aviation Support, LLC, a North Carolina limited liability company (“Maker”), hereby agrees and promises to pay to the order of OCAS, Inc.

Exhibit B to Put Option Agreement (Secured Subordinated Security Agreement), incorporated by reference to Exhibit 10.7 to the Company's Current Report on Form 8-K filed May 31, 2024 (Commission file No. 001-35476).

1 SUBORDINATED SECURITY AGREEMENT Date: [, ] Debtor: Contrail Aviation Creditor: OCAS, Inc.

Form of Put and Call Option Agreement by and between Contrail Aviation Support, LLC, OCAS, Inc. and Air T, Inc. executed May 30, 2024, without schedules, incorporated by reference to Exhibit 10.5 to the Company's Current Report Form 8-K filed on May 31, 2024 (Commission file No. 001-35476).

PUT AND CALL OPTION AGREEMENT This Put and Call Option Agreement (this “Agreement”), is made and entered as of April 1, 2024, by and between Contrail Aviation Support, LLC, a North Carolina limited liability company (the “Company”), OCAS, Inc.

Form of Second Amendment to First Amended and Restated Operating Agreement of Contrail Aviation Support, LLC executed May 30, 2024, incorporated by reference to Exhibit 10.4 to the Company's Current Report on Form 8-K filed May 31, 2024 (Commission file No. 001-35476).

1 SECOND AMENDMENT TO FIRST AMENDED AND RESTATED OPERATING AGREEMENT OF CONTRAIL AVIATION SUPPORT, LLC This Second Amendment to the First Amended and Restated Operating Agreement of Contrail Aviation Support, LLC (“Second Amendment”) is made as of April 1, 2024 (the “Second Amendment Date”) by and among Contrail Aviation Support, LLC, a North Carolina limited liability company (the “Company”), OCAS, Inc.

Calculation of Filing Fee Table*

EX-FILING FEES Calculation of Filing Fee Tables Registration Statement on Form S-3 (Form Type) AIR T, INC.

As filed with the Securities and Exchange Commission on May 10, 2024

S-3/A 1 tm2414138d1s3a.htm FORM S-3/A As filed with the Securities and Exchange Commission on May 10, 2024 Registration No. 333-277856 and No. 333-277856-01 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 1 TO FORM S-3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 AIR T, INC. AIR T FUNDING (Exact name of registrant as specified in its charter) Delawa

At the Market Offering Agreement, dated April 24, 2024, by and between Air T, Inc., Air T Funding and Ascendiant Capital Markets, LLC

Exhibit 10.1 AT THE MARKET OFFERING AGREEMENT April 24, 2024 Ascendiant Capital Markets, LLC 110 Front Street, Suite 300 Jupiter, FL 33477 Ladies and Gentlemen: Air T, Inc., a Delaware corporation (the “Company”), and Air T Funding (the “Trust”) confirm their agreement (this “Agreement”) with Ascendiant Capital Markets, LLC (the “Manager”) as follows: 1.             Definitions. The terms that fol

AIR T FUNDING 320,000 Shares of 8% Alpha Income Trust Preferred Securities (Liquidation amount $25.00 per Capital Security) guaranteed by Air T, Inc.

Filed Pursuant to Rule 424(b)(5) File Numbers 333-277855-01 and 333-277855 PROSPECTUS SUPPLEMENT (To Prospectus dated March 27, 2024) AIR T FUNDING $8,000,000 320,000 Shares of 8% Alpha Income Trust Preferred Securities (Liquidation amount $25.

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): April 24, 2024 Air T, Inc.

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): April 04, 2024 AIR T, INC.

NASDAQ: AIRT FY24 Q2 Update A PORTFOLIO OF POWERFUL COMPANIES September 30, 2023 Statements in this document, which contain more than historical information, may be considered forward-looking statements (as such term is defined in the Private Securit

NASDAQ: AIRT FY24 Q2 Update A PORTFOLIO OF POWERFUL COMPANIES September 30, 2023 Statements in this document, which contain more than historical information, may be considered forward-looking statements (as such term is defined in the Private Securities Litigation Reform Act of 1995), which are subject to risks and uncertainties.

NASDAQ: AIRT FY24 Q3 Update A PORTFOLIO OF POWERFUL COMPANIES December 31, 2023 Statements in this document, which contain more than historical information, may be considered forward-looking statements (as such term is defined in the Private Securiti

NASDAQ: AIRT FY24 Q3 Update A PORTFOLIO OF POWERFUL COMPANIES December 31, 2023 Statements in this document, which contain more than historical information, may be considered forward-looking statements (as such term is defined in the Private Securities Litigation Reform Act of 1995), which are subject to risks and uncertainties.

Regulation FD Disclosure, Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): April 04, 2024 AIR T, INC.

Regulation FD Disclosure, Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): April 04, 2024 AIR T, INC.

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): March 28, 2024 AIR T, INC.

Supplement #10 to Master Loan Agreement dated June 24, 2019 by and between CAS and Old National Bank dated March 28, 2024, without exhibits, incorporated by reference to Exhibit 10.1 to the Company's Report on Form 8-K filed April 2, 2024 (Commission File No. 001-35476).

SUPPLEMENT #10 TO MASTER LOAN AGREEMENT Date of Supplement: March 28, 2024 THIS SUPPLEMENT #10 TO MASTER LOAN AGREEMENT (this “Supplement”) is made and entered into by Lender and CAS as of the date written above pursuant to the Master Loan Agreement by and between Lender and Borrowers dated June 24, 2019 (the “Master Loan Agreement”).

Form of Security Agreement from CAS to Old National Bank dated March 28, 2024, incorporated by reference to Exhibit 10.3 to the Company's Current Report on Form 8-K filed April 2, 2024 (Commission file No. 001-35476).

COMMERCIAL SECURITY AGREEMENT Principal $10,000,000.00 Loan Date 03-28-2024 Maturity 09-28-2025 Loan No 20006998847 call / coll 220 / 61 Account Officer *** Initials References in the boxes above are for Lender's use only and do not limit the applicability of this document to any particular loan or item. Any item above containing "`••" has been omitted due to text length limitations. Grantor: CONT

Form of Promissory Note Term Note I in the principal amount of $10,000,000 from CAS to Old National Bank dated March 28, 2024, incorporated by reference to Exhibit 10.2 to the Company's Current Report on Form 8-K filed April 2, 2024 (Commission file No. 001-35476).

Contrail Aviation Support, LLC Loan No. 20006998847 PROMISSORY NOTE TERM NOTE I $10,000,000.00 March 28, 2024 FOR VALUE RECEIVED, the undersigned CONTRAIL AVIATION SUPPORT, LLC “Borrower”), promises to pay to the order of OLD NATIONAL BANK (the “Lender”) the principal sum of Ten Million Dollars ($10,000,000.00), or such lesser amount as Lender may in fact advance to or for the benefit of Borrower

Air T, Inc. Common Stock Preferred Stock Warrants Depositary Shares Units Debt Securities Air T Funding Alpha Income Trust Preferred Securities, par value $25.00 ( the “Capital Securities”) (fully and unconditionally guaranteed as described herein by

PROSPECTUS Filed Pursuant to Rule 424(b)(3) Registration No. 333-277855 and 333-277855-01 Air T, Inc. $25,000,000 Common Stock Preferred Stock Warrants Depositary Shares Units Debt Securities Air T Funding Alpha Income Trust Preferred Securities, par value $25.00 ( the “Capital Securities”) (fully and unconditionally guaranteed as described herein by Air T, Inc.) We and/or the Issuer Trust may off

Second Amended and Restated By-Laws of Air T, Inc. (marked to show amendments approved on March 21, 2024)

1090286v6 Exhibit 3.2 SECOND AMENDED AND RESTATED BYLAWS OF AMENDED AND RESTATED BY-LAWS OF AIR T, INC. DATED MARCH 21, 2024 ARTICLE I OFFICES Section 1. The registered office shall be in the City of Wilmington, County of New Castle, State of Delaware. Section 2. The corporation may also have offices at such other places both within and without the State of Delaware as the board of directors may f

Second Amended and Restated By-Laws of Air T, Inc. approved March 21, 2024, incorporated by reference to Exhibit 3.1 to the Company's Current report on Form 8-K filed March 27, 2024 (Commission File No. 001-35476).

1090286v6 Exhibit 3.1 SECOND AMENDED AND RESTATED BYLAWS OF AIR T, INC. DATED MARCH 21, 2024 ARTICLE I OFFICES Section 1. The registered office shall be in the City of Wilmington, County of New Castle, State of Delaware. Section 2. The corporation may also have offices at such other places both within and without the State of Delaware as the board of directors may from time to time determine or th

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): March 21, 2024 AIR T, INC.

March 25, 2024

March 25, 2024 VIA EDGAR Securities and Exchange Commission 100 F Street N.E. Washington, D.C. 20549 RE: Air T, Inc. Air T Funding Registration Statement on Form S-3 File No. 333-277855 333-277855-01 Ladies and Gentlemen: On behalf of Air T, Inc. and Air T Funding, the undersigned hereby requests acceleration of the effectiveness of the above-referenced Registration Statement to 4:30 p.m., Washing

As filed with the Securities and Exchange Commission on March 12, 2024

As filed with the Securities and Exchange Commission on March 12, 2024 Registration No.

Calculation of Filing Fee Table*

Calculation of Filing Fee Tables Registration Statement on Form S-3 (Form Type) AIR T, INC.

As filed with the Securities and Exchange Commission on March 12, 2024

As filed with the Securities and Exchange Commission on March 12, 2024 Registration No.

Calculation of Filing Fee Table*

Exhibit 107 Calculation of Filing Fee Tables Form S-3 (Form Type) Air T, Inc. Air T Funding (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities and Carry Forward Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered (1) Proposed Maximum Offering Price Per Unit (2) Maximum Aggregate Offering Price (2) Fee Rate A

Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): March 05, 2024 AIR T, INC.

Air T, Inc. Secures $15.0 Million in Private and Non-Recourse Debt Transaction, Propelling Strategic Growth Initiatives Minneapolis, MN, March 5, 2024 – Air T, Inc. (the “Company”) recently announced the closing of a direct, structured $15,000,000 pr

Air T, Inc. Secures $15.0 Million in Private and Non-Recourse Debt Transaction, Propelling Strategic Growth Initiatives Minneapolis, MN, March 5, 2024 – Air T, Inc. (the “Company”) recently announced the closing of a direct, structured $15,000,000 private note transaction with a major pension plan on February 22, 2024 (the “Transaction”). The Transaction involved 7-year notes bearing 8.5% interest

Note Purchase Agreement among Air T, Inc., AAM 24-1, LLC, Honeywell Common Investment Fund and Honeywell International Inc. Master Retirement Trust, dated February 22, 2024, incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed February 26, 2024 (Commission file No. 001-35476).

1 Error! Unknown document property name. NOTE PURCHASE AGREEMENT This NOTE PURCHASE AGREEMENT (this “Agreement”), dated as of February 22, 2024, among Air T, Inc., a Delaware corporation (the “Company”), AAM 24-1, LLC, a Minnesota limited liability company and a wholly owned subsidiary of the Company (the “Issuer”) and Honeywell Common Investment Fund and Honeywell International Inc. Master Retire

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): February 22, 2024 AIR T, INC.

Form of Senior Secured Promissory Note, dated February 22, 2024, incorporated in reference to Exhibit 10.2 to the Company's Current Report on Form 8-K filed February 26, 2024 (Commission file No. 001-35476).

A-1 Error! Unknown document property name. FORM OF NOTE THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SEC

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): February 15, 2024 Air T, Inc.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark one) ☒ Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the quarterly period ended December 31, 2023 ☐ Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the transition period from to Commission File Number 001-35476 Air T, Inc

List of Issuers and Guarantors

Exhibit 22.1 List of Issuers and Guarantors The following consolidated subsidiaries of Air T, Inc. are issuer or guarantor of registered trust preferred securities that bear interest at 8.00% percent and mature in 2049. Entity Role Air T, Inc. Guarantor Air T Funding Issuer

1 Air T, Inc. Announces Dividend Dates for Air T Funding Alpha Income Preferred Securities (AIRTP) CHARLOTTE, NC, January 22, 2024 — Air T, Inc. (NASDAQ: AIRT) (“Air T”) announces the following dividend dates and record dates for Air T Funding Alpha

1 Air T, Inc. Announces Dividend Dates for Air T Funding Alpha Income Preferred Securities (AIRTP) CHARLOTTE, NC, January 22, 2024 — Air T, Inc. (NASDAQ: AIRT) (“Air T”) announces the following dividend dates and record dates for Air T Funding Alpha Income Preferred (AIP) securities (NASDAQ: AIRTP) during 2024 and 2025. Cash distributions on the AIP are in the amount of $0.50 per share (a rate of

Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): January 22, 2024 AIR T, INC.

Securities Purchase Agreement, incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed November 29, 2023 (Commission File No. 001-35476).

1 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”) is dated as of November 22, 2023, by and among Air T Funding, a Delaware statutory trust (the “Trust”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser”, and collectively, the “Purchasers”).

Air T, Inc. Announces Completion of $4.0 million Private Placement of Trust Preferred Securities CHARLOTTE, NC, November 28, 2023 — Today The Company announces the completion of a private placement of $4.0 million of its 8% Trust Preferred Securities

Air T, Inc. Announces Completion of $4.0 million Private Placement of Trust Preferred Securities CHARLOTTE, NC, November 28, 2023 — Today The Company announces the completion of a private placement of $4.0 million of its 8% Trust Preferred Securities (NASDAQ: AIRTP) at a price of $17.00 per share for a 12.1% yield to maturity. This offering complements the Company’s currently active program to sel

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): November 22, 2023 AIR T, INC.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark one) ☒ Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the quarterly period ended September 30, 2023 ☐ Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the transition period from to Commission File Number 001-35476 Air T, In

ist of Issuers and Gu

Exhibit 22.1 List of Issuers and Guarantors The following consolidated subsidiaries of Air T, Inc. are issuer or guarantor of registered debentures that bear interest at 8.00% percent and mature in 2049. Entity Role Air T, Inc. Guarantor Air T Funding Issuer

NASDAQ: AIRT Company Presentation November 2, 2023 A PORTFOLIO OF POWERFUL COMPANIES Statements in this document, which contain more than historical information, may be considered forward-looking statements (as such term is defined in the Private Sec

NASDAQ: AIRT Company Presentation November 2, 2023 A PORTFOLIO OF POWERFUL COMPANIES Statements in this document, which contain more than historical information, may be considered forward-looking statements (as such term is defined in the Private Securities Litigation Reform Act of 1995), which are subject to risks and uncertainties.

Regulation FD Disclosure, Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): November 01, 2023 AIR T, INC.

At-the-Market-Offering Agreement, dated October 17, 2023, by and between Air T, Inc., Air T Funding and Ascendiant Capital Markets, LLC

{02169511-1 } 1 AT THE MARKET OFFERING AGREEMENT October 17, 2023 Ascendiant Capital Markets, LLC 110 Front Street, Suite 300 Jupiter, FL 33477 Ladies and Gentlemen: Air T, Inc.

Opinion of Winthrop & Weinstine, P.A.

October 18, 2023 Air T, Inc. Air T Funding 11020 David Taylor Drive, Suite 305 Charlotte, NC 28262 Dear Ladies and Gentlemen: We have acted as counsel to Air T, Inc., a Delaware corporation (the “Company”) and Air T Funding, a Delaware trust sponsored by the Company (the “Issuer Trust”), in connection with the filing of a Registration Statement on Form S-3 (the “Registration Statement”) by the Com

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): October 17, 2023 AIR T, INC.

AIR T FUNDING 258,000 Shares of 8% Alpha Income Trust Preferred Securities (Liquidation amount $25.00 per Capital Security) guaranteed by Air T, Inc.

Filed Pursuant to Rule 424(b)(5) File Numbers 333 254110 01 and 333 254110 PROSPECTUS SUPPLEMENT (To Prospectus dated March 19, 2021) AIR T FUNDING $6,450,000 258,000 Shares of 8% Alpha Income Trust Preferred Securities (Liquidation amount $25.

Air T, Inc. / Air T Funding 11010 David Taylor Drive, Suite 305 Charlotte, NC 28262

Air T, Inc. / Air T Funding 11010 David Taylor Drive, Suite 305 Charlotte, NC 28262 October 17, 2023 VIA EDGAR Division of Corporation Finance Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Re: Air T, Inc. / Air T Funding Withdrawal of Registration Statement on Form S-1 File No. 333-274172 and 333-274172-01 Ladies and Gentlemen: Pursuant to Rule 477 of the Securities

Regulation FD Disclosure, Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): September 11, 2023 AIR T, INC.

NASDAQ: AIRT FY24 Q1 Update September 8, 2023 A PORTFOLIO OF POWERFUL COMPANIES Statements in this document, which contain more than historical information, may be considered forward-looking statements (as such term is defined in the Private Securiti

NASDAQ: AIRT FY24 Q1 Update September 8, 2023 A PORTFOLIO OF POWERFUL COMPANIES Statements in this document, which contain more than historical information, may be considered forward-looking statements (as such term is defined in the Private Securities Litigation Reform Act of 1995), which are subject to risks and uncertainties.

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): August 30, 2023 AIR T, INC.

Sixth Amendment to Supplement #2 to Master Loan Agreement by and between Contrail Aviation Support, LLC and Old National Bank effective September 5, 2023, incorporated by reference to Exhibit 10.2 to the Company's Current Report on Form 8-K filed September 5, 2023 (Commission File No. 001-35476).

SIXTH AMENDMENT TO SUPPLEMENT #2 TO MASTER LOAN AGREEMENT THIS SIXTH AMENDMENT TO SUPPLEMENT #2 TO MASTER LOAN AGREEMENT (this “Sixth Amendment”) is made effective as of September 5, 2023, by and between CONTRAIL AVIATION SUPPORT, LLC (“CAS”) and OLD NATIONAL BANK (the “Lender, and together with CAS, collectively the “Parties”) and amends that certain Supplement #2 to Master Loan Agreement, as pre

Fifth Amendment and Restated Promissory Note executed by Contrail Aviation Support, LLC in favor of Old National Bank effective September 5, 2023, incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed September 5, 2023 (Commission File No. 001-35476).

Contrail Aviation Support, LLC Loan No. 20007260597 September 5, 2023 Note FIFTH AMENDED AND RESTATED PROMISSORY NOTE REVOLVING NOTE $25,000,000.00 Effective Date: September 5, 2023 THIS FIFTH AMENDED AND RESTATED PROMISSORY NOTE REVOLVING NOTE (this “Note”) amends and restates the Promissory Note dated March 2, 2018 in the original principal amount of Twenty Million Dollars ($20,000,000.00) as am

August 31, 2023

August 31, 2023 VIA EDGAR Division of Corporation Finance Securities and Exchange Commission 100 F Street, N.

Amendment No. 1 to Agreement as to Expenses and Liabilities, incorporated by reference to Exhibit 1.2 to the Company's Registration Statement on Form S-1 filed August 23, 2023 (Commission File No. 001-35476).

AMENDMENT NO. 1 TO AGREEMENT AS TO EXPENSES AND LIABILITIES THIS AMENDMENT is made as of , 2023, between Air T, Inc., a Delaware corporation (“AIR T”), and Air T Funding, a Delaware statutory trust (the “Trust”). WHEREAS, the Trust has issued its Common Securities (the “Common Securities”) to, and received 8.0% Junior Subordinated Debentures (the “Junior Subordinated Debentures”) from, Air T and h

Form T-1 Statement of Eligibility of Trustee (incorporated by reference to Exhibit 25.1 of the Company’s Registration Statement on Form S-1 dated August 23, 2023 (Registration Number 333-274172 and 333-274172-01))

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM T-1 STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939 OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE PURSUANT TO SECTION 305(b) (2) Delaware Trust Company (Exact name of trustee as specified in its charter) Delaware 51-0011500 (Jurisdiction of incorporation or or

First Amendment to the Second Amended and Restated Trust Agreement of Air T Funding dated as of January 28, 2022, incorporated by reference to Exhibit 4.7 to the Company's Current Report on Form S-1 filed August 23, 2023 (Commission File No. 001-35476).

FIRST AMENDMENT TO THE SECOND AMENDED AND RESTATED TRUST AGREEMENT OF AIR T FUNDING THIS FIRST AMENDMENT is made as of this 28th day of January, 2022 (the “Effective Date”), by and between Air T, Inc.

As filed with the Securities and Exchange Commission on August 23, 2023 Registration Nos. 333-xxxxxxxx UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT THE SECURITIES ACT OF 1933 Air T, Inc. (Exa

As filed with the Securities and Exchange Commission on August 23, 2023 Registration Nos.

Calculation of Filing Fee Table*

Exhibit 107 Calculation of Filing Fee Tables Form S-1 (Form Type) Air T Funding Air T, Inc.

Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): August 16, 2023 AIR T, INC.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark one) ☒ Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the quarterly period ended June 30, 2023 ☐ Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the transition period from to Commission File Number 001-35476 Air T, Inc. (E

NASDAQ: AIRT FY23 Year-End Update JUL 2023 A PORTFOLIO OF POWERFUL COMPANIES Statements in this document, which contain more than historical information, may be considered forward-looking statements (as such term is defined in the Private Securities

fy23q4investorpresentati NASDAQ: AIRT FY23 Year-End Update JUL 2023 A PORTFOLIO OF POWERFUL COMPANIES Statements in this document, which contain more than historical information, may be considered forward-looking statements (as such term is defined in the Private Securities Litigation Reform Act of 1995), which are subject to risks and uncertainties.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): July 27, 2023 AIR T, INC. (Exact Na

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): July 27, 2023 AIR T, INC.

SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☐ Filed by a party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Definitive Proxy Statement ☐ Definitive Additional Materials ☐ Soliciting Material Under Rule 14a-12 Air T, Inc.

SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☐ Filed by a party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy Statement ☐ Definitive Additional Materials ☐ Soliciting Material Under Rule 14a-12 Air T, Inc.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A AMENDMENT NO. 1

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A AMENDMENT NO. 1 (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, 2023 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-35476

Power of Attorney

Exhibit 24 POWER OF ATTORNEY (FORM 10-K) AIR T, INC., a Delaware corporation (the “Company”), and each of the undersigned directors of the Company, hereby constitutes and appoints Nick Swenson and Brian Ochocki and each of them (with full power to each of them to act alone) its/his/her true and lawful attorney-in-fact and agent, for it/him/her and on its/his/her behalf and in its/his/her name, pla

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

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, 2023 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-35476 Air T, Inc. (Exact

List of Subsidiaries of the Company (incorporated by reference to Exhibit 21.1 of the Company’s Annual Report on Form 10-K filed June 27, 2023 (Commission File No. 001-35476))

EXHIBIT 21.1 AIR T, INC. LIST OF SUBSIDIARIES AND CONSOLIDATED VARIABLE INTEREST ENTITIES Percent Ownership Air T Global Leasing, LLC, a North Carolina limited liability company 100% CSA Air, Inc., a North Carolina corporation 100% Global Ground Support, LLC, a North Carolina limited liability company 100% Mountain Air Cargo, Inc., a North Carolina corporation 100% Space Age Insurance Company, a U

Amended and Restated Revolving Credit Note of Air T, Inc. to Minnesota Bank & Trust dated as of June 23, 2023.

084126\050\6335984.v3 AMENDED AND RESTATED REVOLVING CREDIT NOTE U.S. $19,000,000.00 Dated as of June 23, 2023 Minnetonka, Minnesota FOR VALUE RECEIVED, on the Revolving Credit Termination Date (as defined in the Credit Agreement hereinafter defined) the undersigned, AIR T, INC., a Delaware corporation (the “Borrower”), promises to pay to the order of MINNESOTA BANK & TRUST, a division of HTLF Ban

Description of the Registrant’s Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934, as Amended

EXHIBIT 4.2 Description of the Registrant’s Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934, as Amended Description of Capital Stock The following is a brief summary of the terms of the capital stock of Air T, Inc. (the “Company,” “we,” “our,” or “us”) which is based upon the Company’s Restated Certificate of Incorporation dated October 30, 2001 (as amended from

From of Amendment No. 3 to Third Amended and Restated Credit Agreement between Air T, Inc., Jet Yard, LLC and MBT dated as of June 23, 2023.

ex1026-amendmentno3tothi 084126.039 | 6467377v4 AMENDMENT NO. 3 TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT This AMENDMENT NO. 3 TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT dated as of June 23, 2023 (the “Amendment”), between Air T, Inc., a Delaware corporation (together with its successors and assigns, “Air T”), Jet Yard, LLC, an Arizona limited liability company (together with its successo

Certificate of Amendment to Restated Certificate of Incorporation For Issuance of Preferred Stock (incorporated by reference to Exhibit 3.2 of the Company's Annual Report on Form 10-K filed June 27,2022 (Commission File No. 001-35476)).

State of Delaware Secretary of State Division of Corporations Delivered 02 :34 PM 03/10/2022 FILED 02:34 PM03/10/2022 SR 20220955287 - FIle Number 903055 CERTIFICATE OF AMENDMENT TO THE CERTIFICATE OF INCORPORATION OF AIR T,INC.

As filed with the Securities and Exchange Commission on June 12, 2023

As filed with the Securities and Exchange Commission on June 12, 2023 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.

Press Release dated

EX-99.(A)(5)(II) 2 pressrelease-totermination.htm EX-99.(A)(5)(II) PRESS RELEASE Air T Announces Termination of Exchange Offer DENVER, NC, June 12, 2023 – Air T, Inc. (“Air T” or the “Company”) (NASDAQ: AIRT) is an industrious American company with a portfolio of businesses, each of which is independent yet interrelated. We seek dynamic individuals and teams to operate and create value over time.

Fourth Amended and Restated Promissory Note Revolving Note executed by Contrail Aviation Support, LLC in favor of Old National Bank dated May 26, 2023. (incorporated by reference to Exhibit 10.5 to the Company’s Current Report on Form 8-K dated June 2, 2023) (Commission File No. 001-35476)

Contrail Aviation Support, LLC Loan No. XXXX May 26, 2023 Note AMENDED AND RESTATED PROMISSORY NOTE REVOLVING NOTE $25,000,000.00 Effective Date: May 26, 2023 THIS FOURTH AMENDED AND RESTATED PROMISSORY NOTE REVOLVING NOTE (this “Note”) amends and restates the Promissory Note dated March 2, 2018 in the original principal amount of Twenty Million Dollars ($20,000,000.00) as amended and restated by

Amendment to Main Street Priority Loan Facility Term Loan Agreement by and between AirCo 1, LLC and Park State Bank dated May 26, 2023. (incorporated by reference to Exhibit 10.6 to the Company’s Current Report on Form 8-K dated June 2, 2023) (Commission File No. 001-35476)

EX-10.6 7 a106loanmodification-libo.htm EX-10.6 AMENDMENT TO MAIN STREET PRIORITY LOAN FACILITY TERM LOAN AGREEMENT This AMENDMENT TO MAIN STREET PRIORITY LOAN FACILITY TERM LOAN AGREEMENT dated as of May 26, 2023 (this “Amendment”), by and between AIRCO 1, LLC, a Delaware limited liability company (“Borrower”) and PARK STATE BANK, a Minnesota state chartered bank (the “Lender”). RECITALS: WHEREAS

Fourth Amendment to Master Loan Agreement by and between Contrail Aviation Support, LLC, Contrail Aviation Leasing, LLC and Old National Bank dated May 26, 2023. (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K dated June 2, 2023) (Commission File No. 001-35476)

FOURTH AMENDMENT TO MASTER LOAN AGREEMENT THIS FOURTH AMENDMENT TO MASTER LOAN AGREEMENT (this “Fourth Amendment”) is entered into as of May 26, 2023, by and between CONTRAIL AVIATION SUPPORT, LLC (“CAS”), Contrail Aviation Leasing, LLC (“CAL,” and together with CAS, collectively, the “Borrowers”) and OLD NATIONAL BANK (the “Lender, and together with CAS and CAL, collectively the “Parties”) and amends that certain Master Loan Agreement dated as of June 24, 2019.

Fifth Amendment to Supplement #2 to Master Loan Agreement between Contrail Aviation Support, LLC and Old National Bank dated May 26, 2023. (incorporated by reference to Exhibit 10.4 to the Company’s Current Report on Form 8-K dated June 2, 2023) (Commission File No. 001-35476)

FIFTH AMENDMENT TO SUPPLEMENT #2 TO MASTER LOAN AGREEMENT THIS FIFTH AMENDMENT TO SUPPLEMENT #2 TO MASTER LOAN AGREEMENT (this “Fifth Amendment”) is made effective as of May 26, 2023, by and between CONTRAIL AVIATION SUPPORT, LLC (“CAS”) and OLD NATIONAL BANK (the “Lender, and together with CAS, collectively the “Parties”) and amends that certain Supplement #2 to Master Loan Agreement, as previous

Amended and Restated Promissory Note Term Note G executed by Contrail Aviation Support, LLC and Contrail Aviation Leasing, LLC in favor of Old National Bank dated May 26, 2023. (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K dated June 2, 2023) (Commission File No. 001-35476)

Contrail Aviation Support, LLC, Contrail Aviation Leasing, LLC Loan No. XXXX May 26, 2023 Note AMENDED AND RESTATED PROMISSORY NOTE TERM NOTE G Original Principal Amount $43,598,000.00 May 26, 2023 FOR VALUE RECEIVED, the undersigned CONTRAIL AVIATION SUPPORT, LLC (“Support”) and CONTRAIL AVIATION LEASING, LLC (“Leasing”, and together with Support, each a “Borrower,” and collectively, the “Borrowe

First Amendment to Supplement #8 to Master Loan Agreement between Contrail Aviation Support, LLC and Old National Bank dated May 26, 2023. (incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K dated June 2, 2023) (Commission File No. 001-35476)

EX-10.3 4 a103firstamendmenttosuppl.htm EX-10.3 FIRST AMENDMENT TO SUPPLEMENT #8 TO MASTER LOAN AGREEMENT THIS FIRST AMENDMENT TO SUPPLEMENT #8 TO MASTER LOAN AGREEMENT (this “First Amendment”) is made effective as of the May 26, 2023, by and between CONTRAIL AVIATION SUPPORT, LLC (“CAS”) and OLD NATIONAL BANK (the “Lender, and together with CAS, collectively the “Parties”) and amends that certain

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): May 26, 2023 AIR T, INC. (Exact Nam

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): May 26, 2023 AIR T, INC.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM SD Specialized Disclosure Report Air T, Inc. (Exact name of Registrant, as specified in its charter) Delaware 001-35476 52-1206400 (State or other jurisdiction of incorporat

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM SD Specialized Disclosure Report Air T, Inc. (Exact name of Registrant, as specified in its charter) Delaware 001-35476 52-1206400 (State or other jurisdiction of incorporation) (Commission file number) (I.R.S. Employer Identification No.) 5930 Balsom Ridge Road Denver, North Carolina 28037 (Address of principal executive

May 26, 2023

May 26, 2023 Philip T. Colton Direct Dial: (612) 604‑6729 Main Fax: (612) 604-6800 [email protected] VIA E-MAIL Attn: Christina Chalk Division of Corporation Finance U.S. Securities & Exchange Commission 100 F Street, NE Washington, D.C. 20549 Re: Air T, Inc. Schedule TO-I filed May 18, 2023 File No. 005-33793 Dear Ms. Chalk: On behalf of our clients, AIR T, Inc. (the “Company”) and Air T Fundi

Air T, Inc. Announces Commencement of Exchange Offer

Exhibit 99.1 PRESS RELEASE Air T, Inc. Announces Commencement of Exchange Offer Denver, North Carolina – May 18, 2023 – Air T, Inc. (NASDAQ:AIRT) (“AIRT” or the “Company”) today announced the official commencement of an exchange offer for up to 138,000 of its shares of common stock, $0.25 par value per share (“Common Shares”). As first announced on March 28, 2023, the Company will acquire Common S

Press Release dated May 18, 2023. (1)

Exhibit (a)(5)(i) PRESS RELEASE Air T, Inc. Announces Commencement of Exchange Offer Denver, North Carolina – May 18, 2023 – Air T, Inc. (NASDAQ:AIRT) (“AIRT” or the “Company”) today announced the official commencement of an exchange offer for up to 138,000 of its shares of common stock, $0.25 par value per share (“Common Shares”). As first announced on March 28, 2023, the Company will acquire Com

Exchange Offer dated May 18, 2023. (1)

Exhibit (a)(1)(i) EXCHANGE OFFER AIR T, INC. 5930 Balsom Ridge Road Denver, North Carolina 28037 for up to 138,000 Shares of Air T, Inc. Common Stock At an Exchange Rate per Share of Not Less Than 1.05 and Not More Than 1.40 Air T Funding Alpha Income Trust Preferred Securities (also referred to as the 8.0% Cumulative Securities), par value $25.00 per share (the “TruPS”) THE EXCHANGE OFFER, THE PR

Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): May 18, 2023 Air T, Inc.

Filing Fee Table.(1)

Exhibit 107 Calculation of Filing Fee Tables SC TO-I (Form Type) Air T, Inc. (Exact Name of Registrant as Specified in its Charter) Table 1 – Transaction Value Transaction Valuation Fee rate Amount of Filing Fee Fees to Be Paid $4,830,000(a) $110.20 $532.27(b) Fees Previously Paid — — Total Transaction Valuation $4,830,000(a) Total Fees Due for Filing $532.27 Total Fees Previously Paid — Total Fee

Form of Depositary Agreement, dated May 18, 2023, between the Issuer and American Stock Transfer & Trust Company, LLC.

Exhibit (a)(1)(iii) DEPOSITARY AGREEMENT This DEPOSITARY AGREEMENT (this “Agreement”) is entered into as of May 18, 2023, by and between American Stock Transfer & Trust Company, LLC (the “Depositary”) and Air T, Inc.

Letter of Transmittal.*

EX-99.A1II 3 ex521791.htm EXHIBIT (A)(1)(II) Exhibit (a)(1)(ii) LETTER OF TRANSMITTAL TO TENDER SHARES OF COMMON STOCK OF AIR T, INC. IN CONNECTION WITH ITS EXCHANGE OFFER TO ACQUIRE FOR SHARES OF AIR T FUNDING ALPHA INCOME TRUST PREFERRED SECURITIES (“TRUPS”) UP TO 138,000 SHARES OF ITS COMMON STOCK AT AN EXCHANGE RATIO OF NOT LESS THAN 1.05 TRUPS SHARES AND NOT MORE THAN 1.40 TRUPS SHARES PER SH

Exchange Offer dated May 18, 2023.*

As filed with the Securities and Exchange Commission on May 18, 2023 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.

LETTER

United States securities and exchange commission logo April 20, 2023 Brian Ochocki Chief Financial Officer Air T, Inc.

MRC Air T Total Commitments 46 8 Common Interest Contributions (1) — Organizational Expense (1) (1) Investment Interests Contributions (22) (5) Remaining capital commitments 22 2

April 14, 2023 Re: Air T, Inc. (the “Company”) Form 10-K for the Fiscal Year ended March 31, 2022 (the “Form 10-K”) Filed June 28, 2022 File No. 001-35476 Ms. Lily Dang Ms. Jenifer Gallagher and Mr. Karl Hiller Division of Corporate Finance Securities and Exchange Commission 100 F Street N.E. Washington, DC 20549-4628 Dear Ms. Dang, Ms. Gallagher and Mr. Hiller: This letter is in response to your

LETTER

United States securities and exchange commission logo April 3, 2023 Brian Ochocki Chief Financial Officer Air T, Inc.

Air T, Inc. Announces Exchange Offer for up to 138,000 Common Shares in Exchange for Shares of Air T Funding 8.0% Alpha Income Trust Preferred Securities (TruPs) Company to Conduct “Modified Dutch Auction” for up to 138,000 Common Shares in Exchange

PRESS RELEASE Air T, Inc. Announces Exchange Offer for up to 138,000 Common Shares in Exchange for Shares of Air T Funding 8.0% Alpha Income Trust Preferred Securities (TruPs) Company to Conduct “Modified Dutch Auction” for up to 138,000 Common Shares in Exchange for TruPs; Offer Price Between 1.05 and 1.4 TruPs Per Share Represents a Premium of 13% to 51% Over Current Market Price TruPs Shares Va

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): March 28, 2023 AIR T, INC. (Exact N

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): March 28, 2023 AIR T, INC.

First Amendment to Second Amendment to Master Loan Agreement and Third Amendment to Master Loan Agreement, dated March 22, 2023 between Contrail Aviation Support, LLC and Contrail Aviation Leasing, LLC and Old National Bank. (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K dated March 22, 2023) (Commission File No. 001-35476)

EX-10.1 2 firstamendmenttosecondam.htm EX-10.1

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): March 22, 2023 AIR T, INC.

March 13, 2023

March 13, 2023 Re: Air T, Inc. (the “Company”) Form 10-K for the Fiscal Year ended March 31, 2022 (the “Form 10-K”) Filed June 28, 2022 File No. 001-35476 Ms. Lily Dang Ms. Jenifer Gallagher and Mr. Karl Hiller Division of Corporate Finance Securities and Exchange Commission 100 F Street N.E. Washington, DC 20549-4628 Dear Ms. Dang, Ms. Gallagher and Mr. Hiller: This letter is in response to your

February 23, 2023

February 23, 2023 Philip T. Colton Direct Dial: (612) 604-6729 Main Fax: (612) 604-6800 [email protected] VIA EDGAR The Division of Corporation Finance U.S. Securities and Exchange Commission 100 F Street, NE Washington, D.C. 20549 Attn: Lily Dang, Jenifer Gallagher, and Karl Hiller Re: Air T, Inc. Form 10-K for the Fiscal Year ended March 31, 2022 Filed June 28, 2022 File No. 001-35476 Dear Ms

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): February 21, 2023 AIR T, INC. (Exac

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): February 21, 2023 AIR T, INC.

Mountain Air Cargo Inc Launches World’s First Cessna 408 SkyCourier In Florida Inaugural C408 SkyCourier Flight Operations Expands Mountain Air Cargo’s New Aircraft Fleet and Advances Pilot Career Opportunities

Mountain Air Cargo Inc Launches World’s First Cessna 408 SkyCourier In Florida Inaugural C408 SkyCourier Flight Operations Expands Mountain Air Cargo’s New Aircraft Fleet and Advances Pilot Career Opportunities Denver, NC – February 21, 2023 – Mountain Air Cargo, Inc.

LETTER

United States securities and exchange commission logo February 14, 2023 Brian Ochocki Chief Financial Officer Air T, Inc.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark one) ☒ Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the quarterly period ended December 31, 2022 ☐ Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the transition period from to Commission File Number 001-35476 Air T, Inc

Form of Amendment No. 2 to Third Amended and Restated Credit Agreement between Air T, Inc., Jet Yard, LLC and MBT dated as of January 31, 2023, incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K dated January 31, 2023(Commission file No. 001-35476).

ex101-20230131executedam 084126\039\6303338.v3 AMENDMENT NO. 2 TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT This AMENDMENT NO. 2 TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT dated as of January 31, 2023 (the “Amendment”), between Air T, Inc., a Delaware corporation (together with its successors and assigns, “Air T”), Jet Yard, LLC, an Arizona limited liability company (together with its succes

Form of Term Note F dated January 31, 2023, incorporated by reference to Exhibit 10.2 to the Company's Current Report on Form 8-K filed on January 31, 2023 (Commission file No. 001-35476).

ex102-20230131executedte 6308261.v3 TERM NOTE F U.S. $1,000,000.00 Dated as of January 31, 2023 FOR VALUE RECEIVED, the undersigned, AIR T, INC., a Delaware corporation (the “Maker”), promises to pay to the order of MINNESOTA BANK & TRUST, a division of HTLF Bank, successor by merger to Minnesota Bank and Trust (the “Lender”), the principal sum of ONE MILLION AND No/100THS DOLLARS (U.S. $1,000,000

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): January 31, 2023 AIR T, INC. (Exact

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): January 31, 2023 AIR T, INC.

Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): December 13, 2022 AIR T, INC.

NASDAQ: AIRT Q2 FY23 Update DEC 2022 A PORTFOLIO OF POWERFUL COMPANIES Statements in this document, which contain more than historical information, may be considered forward-looking statements (as such term is defined in the Private Securities Litiga

NASDAQ: AIRT Q2 FY23 Update DEC 2022 A PORTFOLIO OF POWERFUL COMPANIES Statements in this document, which contain more than historical information, may be considered forward-looking statements (as such term is defined in the Private Securities Litigation Reform Act of 1995), which are subject to risks and uncertainties.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark one) ? Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the quarterly period ended September 30, 2022 ? Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the transition period from to Commission File Number 001-35476 Air T, In

Second Amendment to Master Loan Agreement, dated November 10,2022 between Contrail Aviation Support, LLC and Contrail Aviation Leasing, LLC and Old National Bank, incorporated by reference to Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q for the period ended September 30, 2022 (Commission File No. 001-35476)

SECOND AMENDMENT TO MASTER LOAN AGREEMENT THIS SECOND AMENDMENT TO MASTER LOAN AGREEMENT (this ?Second Amendment?) is entered into as of the 8th day of November, 2022, by and between CONTRAIL AVIATION SUPPORT, LLC (?CAS?), Contrail Aviation Leasing, LLC (?CAL,? and together with CAS, collectively, the ?Borrowers?) and OLD NATIONAL BANK (the ?Lender, and together with CAS and CAL, collectively the ?Parties?) and amends that certain Master Loan Agreement dated as of June 24, 2019, as amended by the First Amendment to Master Loan Agreement dated November 24, 2020, by and among the Parties (collectively, the ?Master Loan Agreement?).

Exhibit 10.1 to the Company's Current Report

PROMISSORY NOTE $2,000,000 September 30, 2022 (the ?Issuance Date?) FOR VALUE RECEIVED, Air T, Inc.

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): September 30, 2022 AIR T, INC.

AIRT / Air T, Inc. / FARNAM STREET PARTNERS LP /MN - AMENDMENT NO. 3 TO SCHEDULE 13D Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A Under the Securities Exchange Act of 1934 (Amendment No. 3)* AIR T, INC. (Name of Issuer) Common Stock, $.25 par value (Title of Class of Securities) 009207101 (CUSIP Number) Farnam Street Partners, L.P. FS Special Opportunities Fund I, L.P. 3033 Excelsior Boulevard, Suite 560 Minneapolis, MN 55426 Phone: (612)

JOINT FILING AGREEMENT

Exhibit 1 JOINT FILING AGREEMENT In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree that this Amendment No.

Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): August 17, 2022 AIR T, INC.

NASDAQ: AIRT 2022 Annual Shareholder Meeting AUG 2022 A PORTFOLIO OF POWERFUL COMPANIES Statements in this document, which contain more than historical information, may be considered forward-looking statements (as such term is defined in the Private

NASDAQ: AIRT 2022 Annual Shareholder Meeting AUG 2022 A PORTFOLIO OF POWERFUL COMPANIES Statements in this document, which contain more than historical information, may be considered forward-looking statements (as such term is defined in the Private Securities Litigation Reform Act of 1995), which are subject to risks and uncertainties.

As filed with the Securities and Exchange Commission on August 16, 2022.

As filed with the Securities and Exchange Commission on August 16, 2022. Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Air T, Inc. (Exact name of registrant as specified in its charter) Delaware 52-1206400 (State or other jurisdiction of (I.R.S. Employer Identification No.) incorporatio

Filing Fee table (filed herewith).

Exhibit 107 Calculation of Filing Fee Tables Form S-8 (Form Type) AIR T, INC. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation Rule or Instruction Amount Registered(1) Proposed Maximum Aggregate Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Equity Common Stoc

Certificate of Amendment to the Certificate of Incorporation of Air T, Inc. filed March 10, 2022 (filed herewith).

State of Delaware Secretary of State Division of Corporations Delivered 02 :34 PM 03/10/2022 FILED 02:34 PM03/10/2022 SR 20220955287 - FIle Number 903055 CERTIFICATE OF AMENDMENT TO THE CERTIFICATE OF INCORPORATION OF AIR T,INC.