What changed in this filing

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Item 1. Business

2026-06-29 compared with 2025-06-27 · 167 added, 87 removed, 163 unchanged (61% of the section changed)

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Our goal is to prudently and strategically grow Air T’s earnings power, compounding its free-cash-flow per share over time.

We currently operate in four core industry segments:

We currently operate in five core industry segments:

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

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commercial aircraft parts sales;

procurement services and overhaul and repair services to airlines and;

procurement services and overhaul and repair services to airlines;

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

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

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

Further, Corporate and other also comprises insignificant businesses and business interests.

Effective as of the fourth quarter of fiscal year 2025, we renamed our ground equipment sales segment to ground support equipment and renamed our commercial jet engines and parts segment to commercial aircraft, engines and parts to better align the descriptions of the segments with their activities.

Additionally, we have elected to separately disclose the digital solutions segment to better align our financial statement presentation with a key long-term growth area for the Company.

Digital solutions was previously classified as part of insignificant business activities.

As a result of this change, prior period segment information has been recast to conform to our current presentation in our financial statements and related notes included Item 8 of this report.

On December 18, 2025, the Company introduced a new reportable segment named regional airline.

This new segment includes all reportable activities of the Company's most recent acquisition, Regional Express Holdings Pty Ltd ("Rex"), as discussed in Note 2 of Notes to Consolidated Financial Statements included under Part II, Item 8 .

Each reportable segment has separate management teams and infrastructures that offer different products and services.

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Air T was incorporated under the laws of the State of Delaware in 1980.

The businesses and their principal legal entities that comprise of the activities of Air T are as follows:

Legal Entity Principal Place of Business

Charlotte, North Carolina

The businesses and their principal legal entities that comprise the activities of Air T are as follows:

Legal Entity Industry Segment Principal Place of Business Website

Charlotte, North Carolina https://airt.com

Mountain Air Cargo, Inc.

(“MAC”) Denver, North Carolina

(“MAC”) Overnight Air Cargo Denver, North Carolina https://mtaircargo.com

CSA Air, Inc.

(“CSA”) Iron Mountain, Michigan

Global Ground Support, LLC (“GGS”) Olathe, Kansas

Delphax Technologies, Inc (“Delphax”) Minneapolis, Minnesota

Delphax Solutions, Inc.

(“DSI”) Mississauga, Canada

Contrail Aviation Support, LLC (“Contrail”) Verona, Wisconsin

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

Worthington Aviation, LLC (“Worthington”) Eagan, Minnesota

Jet Yard, LLC (“Jet Yard”) Marana, Arizona

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

(“CSA”) Overnight Air Cargo Iron Mountain, Michigan https://csaair.com

Worldwide Aircraft Services, Inc.

("WASI") Overnight Air Cargo Springfield, Missouri https://worldwide-aircraft.com

Royal Aircraft Services, LLC ("Royal") Overnight Air Cargo Hagerstown, Maryland https://royalaircraft.com

Global Ground Support, LLC (“GGS”) Ground Support Equipment Olathe, Kansas https://globalgroundsupport.com

Contrail Aviation Support, LLC (“Contrail”) Commercial Aircraft, Engines and Parts Verona, Wisconsin https://contrail.com

AirCo, LLC, AirCo 1, LLC, AirCo 2, LLC and AirCo Services, LLC (collectively, "AirCo”) Commercial Aircraft, Engines and Parts Eagan, Minnesota http://airco-ict.com

Worthington Aviation, LLC (“Worthington”) Commercial Aircraft, Engines and Parts Eagan, Minnesota https://worthingtonav.com

Jet Yard, LLC (“Jet Yard”) Commercial Aircraft, Engines and Parts Marana, Arizona N/A

Jet Yard Solutions, LLC ("Jet Yard Solutions") Commercial Aircraft, Engines and Parts Marana, Arizona https://www.jetyard.com

Air'Zona Aircraft Services, Inc.

("Air'Zona") Kingman, Arizona

Wolfe Lake HQ, LLC ("Wolfe Lake") Minneapolis, Minnesota

("Air'Zona") Commercial Aircraft, Engines and Parts Kingman, Arizona https://airzonaaircraft.com

Landing Gear Support Services, Inc.

("LGSS") Commercial Aircraft, Engines and Parts Eagan, Minnesota https://lgss-aero.com

Shanwick B.V.

("Shanwick") Amsterdam, the Netherlands

("Shanwick") Digital Solutions Amsterdam, the Netherlands N/A

WorldACD Market Data B.V.

("WACD") Amsterdam, the Netherlands

Landing Gear Support Services, Inc.

("LGSS") Eagan, Minnesota

Worldwide Aircraft Services, Inc.

("WASI") Springfield, Missouri

Ambry Hills Technology, LLC ("AHT") Cambridge, Minnesota

We maintain an Internet website at http://www.airt.net and our SEC filings may be accessed through links on our website.

The information on our website is available for information purposes only and is not incorporated by reference in this Annual Report on Form 10-K.

("WACD") Digital Solutions Amsterdam, the Netherlands https://www.worldacd.com

Ambry Hill Technology, LLC ("AHT") Digital Solutions Cambridge, Minnesota https://www.ambryhill.com

Regional Express Holdings Pty Ltd ("Rex") Regional Airline Sydney, Australia https://www.rex.com.au

Delphax Technologies, Inc (“Delphax”) Corporate and Other Minneapolis, Minnesota N/A

Delphax Solutions, Inc.

(“DSI”) Corporate and Other Mississauga, Canada https://delphaxinkjet.com

Wolfe Lake HQ, LLC ("Wolfe Lake") Corporate and Other Minneapolis, Minnesota N/A

Unconsolidated Investments:

Crestone Asset Management, LLC Denver, Colorado https://crestoneairpartners.com/

Cadillac Casting, Inc.

Cadillac, Michigan https://cadillaccasting.com/

Bloomia Holdings, Inc.

Minneapolis, MN https://bloomiaholdingco.com/

Blue Crest Aviation Partners 2025-01, LLC

Denver, Colorado N/A

We maintain an Internet website at https://www.airt.com and our SEC filings may be accessed through links on our website.

The information on our website, or any of the websites referenced immediately above, is available for information purposes only and is not incorporated by reference in this Annual Report on Form 10-K.

Overnight Air Cargo.

The Company’s Overnight Air Cargo segment comprises the operations of MAC, CSA and WASI.

MAC and CSA have a relationship with FedEx spanning over 40 years and represent two of eight companies in the U.S.

that have North American feeder airlines under contract with FedEx.

MAC and CSA operate and maintain Cessna Caravan, SkyCourier, ATR-42 and ATR-72 aircraft that fly daily small-package cargo routes throughout the eastern United States and upper Midwest, and in the Caribbean.

MAC, CSA, WASI, and Royal comprise the overnight air cargo segment of the Company.

MAC and CSA have had a relationship with FedEx spanning more than 40 years.

They operate and maintain Cessna Caravan, SkyCourier, ATR-42 and ATR-72 aircraft that fly daily small-package cargo routes throughout the eastern United States ("U.S.") and upper Midwest, and in the Caribbean.

MAC and CSA’s revenues are derived principally pursuant to “dry-lease” service contracts with FedEx.

In these “dry-lease" contracts, FedEx provides the aircraft while MAC and CSA provide their own crew and exercise operational control of their flights.

Pursuant to these dry-lease contracts, FedEx provides the aircraft, while MAC and CSA provide their own crew and exercise operational control of their flights.

On June 1, 2021, MAC and CSA entered into new dry-lease agreements with FedEx which together cover all of the aircraft operated by MAC and CSA and replaced all prior dry-lease service contracts.

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These dry-lease agreements provide that FedEx determines the type of aircraft and schedule of routes to be flown by MAC and CSA, with all other operational decisions made by MAC and CSA, respectively.

The current dry-lease agreements provide for the reimbursement of MAC and CSA’s costs by FedEx, without mark up, incurred in connection with the operation of the leased aircraft for the following:

The current dry-lease agreements provide for the reimbursement of MAC and CSA’s costs by FedEx, without markup, incurred in connection with the operation of the leased aircraft for the following:

fuel, landing fees, third-party maintenance, parts and certain other direct operating costs.

The current dry-lease agreements were most recently renewed on June 1, 2021 and are set to expire on August 31, 2026.

The dry-lease agreements may be terminated by FedEx or MAC and CSA, respectively, at any time upon 90 days’ written notice and FedEx may at any time terminate the lease of any particular aircraft thereunder upon 10 days’ written notice.

In addition, each of the dry-lease agreements provides that FedEx may terminate the agreement upon written notice if 60% or more of MAC or CSA’s revenue (excluding revenues arising from reimbursement payments under the dry-lease agreement) is derived from the services performed by it pursuant to the respective dry-lease agreement, FedEx becomes MAC or CSA’s only customer, or MAC or CSA employs fewer than six employees.

The current dry-lease agreements are set to expire on August 31, 2026.

The Company is currently engaged in renewal negotiations with FedEx and considers the relationship to be active and ongoing.

FedEx represents a substantial portion of the Company's consolidated revenues and a substantial majority of the overnight air cargo segment's revenues,the renewal of these agreements on commercially acceptable terms is material to the Company's continued operations.

The Company is well-positioned for continued partnership with FedEx, supported by a multi-decade operating history, demonstrated network reliability, and an integrated service platform encompassing air cargo operations, maintenance, repair and overhaul, and aircraft support services across multiple subsidiary entities.

These capabilities provide operational continuity and geographic coverage that management believes represent meaningful value within FedEx's feeder network.

While the Company is cautiously optimistic regarding the outcome of renewal negotiations, we believe new agreements will be reached on terms favorable to the Company.

The dry-lease agreements may be terminated by FedEx or MAC and CSA at any time upon 90 days’ written notice, and FedEx may at any time terminate the lease of any particular aircraft thereunder upon 10 days’ written notice.

In addition, each of the dry-lease agreements provides that FedEx may terminate the agreements upon written notice if 60% or more of MAC or CSA’s revenue (excluding revenues arising from reimbursement payments under the dry-lease agreements) is derived from the services performed by it pursuant to the respective dry-lease agreements, FedEx becomes MAC or CSA’s only customer, or MAC or CSA employs fewer than six employees.

As of the date of this report, FedEx would be permitted to terminate each of the dry-lease agreements under this provision.

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As of March 31, 2026, MAC and CSA had an aggregate of 103 aircraft under its dry-lease agreements with FedEx.

Included within the 103 aircraft, 6 Cessna Caravan, 4 Sky Courier, and 2 ATR aircraft are considered soft-parked.

Included within the 103 aircraft, 5 Cessna Caravan, 2 SkyCourier, and 2 ATR aircraft are considered soft-parked.

Soft-parked aircraft remain covered under our agreements with FedEx although at a reduced administrative fee compared to aircraft that are in operation.

MAC and CSA continue to perform maintenance on soft-parked aircraft, but they are not crewed and do not operate on scheduled routes.

In addition, 2 Cessna Caravan and 1 Sky Courier aircraft were considered hard-parked.

In addition, 2 Cessna Caravan and 2 SkyCourier aircraft were considered hard-parked.

Hard-parked aircraft are covered under the agreements with FedEx, do not receive an administrative fee, and do not operate scheduled routes but do receive a nominal storage fee.

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The maximum payload (cargo capacity) for the Cessna 408 operated under Part 135 is 6,000 pounds.

The maximum structural payload (cargo capacity) for the ATR72-600F operated under Part 121 is 20,281 pounds.

The maximum structural payload (cargo capacity) for the ATR72-600F

operated under Part 121 is 20,281 pounds.

CSA is certified to operate and maintain aircraft under Part 135 of the FAA regulations.

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The current engine overhaul period on the Cessna aircraft is 8,000 hours.

The ATR-42 and ATR-72 aircraft are maintained under a FAA Part 121 continuous airworthiness maintenance program.

The ATR-42 and ATR-72 aircraft are maintained under an FAA Part 121 continuous airworthiness maintenance program.

The program consists of A and C service checks as well as calendar checks ranging from weekly to 12 years in duration.

The engine overhaul period is 6,000 hours.

The Cessna Caravan 408 aircraft are maintained under an FAA Approved AAIP.

The Cessna Caravan 408 aircraft are maintained under an FAA AAIP.

The inspection program consists of 400 to 5,600 flight hour checks and 18-month to 120-month calendar checks.

MAC and CSA operate in a niche market within a highly competitive contract cargo carrier market.

MAC and CSA are two of eight carriers that operate within the United States as FedEx feeder carriers.

MAC and CSA are two of eight carriers that operate within the U.S.

as FedEx feeder carriers.

MAC and CSA are benchmarked against the other six FedEx feeders based on safety, reliability, compliance with federal, state and applicable foreign regulations, price and other service-related measurements.

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The audits test adherence to the dry-lease agreements and assess the carrier’s overall internal control environment, particularly as related to the processing of invoices of FedEx-reimbursable costs.

The scope of these audits typically extends

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

beyond simple validation of invoice data against the third-party supporting documentation.

The scope of these audits typically extends beyond simple validation of invoice data against the third-party supporting documentation.

The audit teams generally investigate the operator’s processes and internal control procedures.

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The audits conducted by FedEx are not designed to provide any assurance with respect to the Company’s consolidated financial statements, and investors, in evaluating the Company’s consolidated financial statements, should not rely in any way on any such examination of the Company or any of its subsidiaries.

On January 31, 2023, the Company acquired WASI, an aircraft repair station that began operating in 1986.

WASI is a certified FAA/EASA part 145 repair station (no.

The most recent audit, for the twelve months ended February 28, 2026, was completed successfully.

WASI, an aircraft repair station that began operating in 1986, is a certified FAA/EASA part 145 repair station (no.

OWRF547L) and specializes in medium passenger regional jets, regional/commuter turboprops, cargo and other operators.

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Services of WASI include inspections, contract maintenance, refurbishment, structural repairs and modifications, avionics, engine service refurbishment and upgrades.

Royal is an aircraft repair station and painting facility based at Hagerstown Regional Airport (HGR) in Maryland.

Royal is a certified FAA/EASA Part 145 repair station (no.

JZRR651K) specializing in maintenance, repair, and overhaul (MRO) services for regional air cargo and charter operators.

Services include inspections, contract maintenance, structural repairs and modifications, avionics, aircraft painting and refurbishment, and engine service and upgrades.

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

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

Ground Support Equipment.

GGS is located in Olathe, Kansas and manufactures, sells and services aircraft deicers and other specialized equipment sold to domestic and international passenger and cargo airlines, ground handling companies, the United States Air Force (“USAF”), airports and industrial customers.

GGS, which comprises our ground support equipment segment, is located in Olathe, Kansas and manufactures, sells and services aircraft deicers and other specialized equipment sold to domestic and international passenger and cargo airlines, ground handling companies, the U.S.

Air Force (“USAF”), airports and industrial customers.

GGS’s product line includes aircraft deicers, scissor-type lifts, military and civilian decontamination units, flight-line tow tractors, glycol recovery vehicles and other specialized equipment.

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GGS designs and engineers its products.

Components acquired from third-party suppliers are used in the assembly of its finished products.

Components are sourced from a diverse supply chain.

Components acquired from third-party suppliers are used in the assembly of its finished products and are sourced from a diverse supply chain.

The primary components for mobile deicing equipment are the chassis (which is a commercial medium or heavy-duty truck), the fluid storage tank, a boom system, the fluid delivery system and heating equipment.

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With all option years expected to be executed by the government, this contract would expire on October 21, 2027.

GGS sold a total of 15 and 9 deicers under the current contract with the USAF, including both GL 1800 and ER 2875 models, during fiscal years ended March 31, 2025 and March 31, 2024, respectively and all the units were accepted by the USAF.

GGS has already received confirmed orders of 16 deicers for fiscal 2026’s delivery order and currently expects the delivery of both GL 1800 and ER 2875 models in the first quarter of fiscal year 2026.

GGS sold a total of 24 and 15 deicers under the current contract with the USAF, including both GL 1800 and ER 2875 models, during the fiscal years ended March 31, 2026 and March 31, 2025, respectively, and all the units were accepted by the USAF.

In May 2026, GGS received confirmed orders of 14 deicers for fiscal year 2027 and currently expects delivery of both GL1800 and ER 2875 models in the second quarter of fiscal year 2027.

GGS’s backlog consists of “firm” orders supported by customer purchase orders for the equipment sold by GGS.

As of March 31, 2026, GGS’s backlog of orders was $0.6 million, all of which GGS expects to be filled in the fiscal year ending March 31, 2027.

As of March 31, 2025, GGS’s backlog of orders was $14.3 million.

The decrease in GGS's backlog year over year is a result of the timing of the annual USAF order, which was placed in May 2026.

Backlog is not meaningful for the Company’s other reportable segments.

Commercial Aircraft, Engines and Parts.

Contrail and Jet Yard (acquired during fiscal year 2017), AirCo (formed in May 2017), Worthington (acquired in May 2018), Jet Yard Solutions (formed in January 2021), Air'Zona (acquired in March 2021), and LGSS (formed March 2022) comprise the commercial aircraft, engines and parts segment of the Company’s operations.

Contrail, Jet Yard, AirCo, Worthington, Jet Yard Solutions, Air'Zona, and LGSS comprise the commercial aircraft, engines and parts segment of the Company.

Contrail is a commercial aircraft trading, leasing and parts solutions provider.

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Jet Yard leases approximately 48.5 acres of land under a lease agreement with Pinal County, Arizona.

Jet Yard was organized in 2014, entered into the lease in June 2016 and has maintained de minimus operations from formation through the date it was acquired by the Company.

Jet Yard was organized in 2014, entered into the lease in June 2016 and has maintained de minimis operations from formation through the date it was acquired by the Company.

Effective January 1, 2021, Jet Yard subleased the aforementioned lease with Pinal County to Jet Yard Solutions.

AirCo operates an established business offering commercial aircraft parts sales, exchanges, procurement services, consignment programs and overhaul and repair services.

AirCo Services, a wholly-owned subsidiary of AirCo ("AirCo Services"), holds FAA and European Aviation Safety Agency certifications covering aircraft instrumentation, avionics and a range of electrical accessories for civilian, military transport, regional/commuter and business/commercial jet and turboprop aircraft.

Customers of AirCo include airlines and commercial aircraft leasing companies.

Worthington Aviation, like AirCo, operates an established business which supplies spare parts, repair programs and aircraft maintenance services to the global aviation community of regional and business aircraft fleets.

Worthington offers a globally networked infrastructure and 24/7 support, ensuring fast delivery of spare parts and service, with operational presence in four strategic locations in the United States, United Kingdom & Australia.

In addition, Worthington operates two FAA and EASA Certificated repair stations.

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At the Eagan, Minnesota-based Repair Station, Worthington repair services offers a wide range of capabilities for repair and overhaul of airframe, accessories and power plant components in support of external as well as internal sales.

Air'Zona is a full service Fixed Base Operator, located on field at Kingman Airport (IGM) in Kingman.

Arizona provides Jet A and 100LL fuel to customers along with supporting aircraft service and maintenance.

Air'Zona is a full service fixed base operator, located on field at Kingman Airport (IGM) in Kingman, Arizona.

It provides Jet A and 100LL fuel to customers along with supporting aircraft service and maintenance.

LGSS delivers landing gear focused asset management and technical and commercial services worldwide.

The revenues of Air'Zona and LGSS are not material to the Company's consolidated financial statements.

The Company’s commercial aircraft, engines and parts operations are not materially seasonal.

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

Digital Solutions.

WACD (acquired during fiscal year 2022) and AHT (acquired during fiscal 2019) comprise the digital solutions segment of the Company's Operations.

WACD and AHT comprise the digital solutions segment of the Company's operations.

WACD is a data aggregator that collects global air cargo shipping data.

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Vista-Quote is a software solution specifically designed to automate the request for quotation ("RFQ") process for aftermarket products.

Regional Airline.

Rex, acquired on December 18, 2025, is an Australian aviation company that comprises the regional airline segment of the Company.

Rex is Australia’s largest independent regional airline, serving regional and remote communities throughout all states in Australia.

Rex commenced operations in 2002, when its predecessor, Australia wide Airlines Limited, acquired and combined the regional airline businesses of Hazelton Airlines and Kendell Airlines.

The company was renamed Regional Express Holdings Limited and listed on the Australian Securities Exchange ("ASX") in 2005.

Rex’s securities were suspended from trading upon Rex’s entry into voluntary administration in July 2024, and Rex was removed from the official list of the ASX in September 2025.

Effective May 8, 2026, Regional Express Holdings Limited was renamed Regional Express Holdings Pty Ltd.

See Note 2 of Notes to Consolidated Financial Statements included under Part II, Item 8 of this report for additional information regarding the Acquisition and Rex’s voluntary administration.

Scheduled Passenger Services and Network.

Rex operates a scheduled regional passenger network connecting Australia’s regional and remote communities with major metropolitan centers in Australia.

As of March 31, 2026, Rex’s network served 53 destinations across all Australian states, comprising seven hub airports—Sydney, Melbourne, Adelaide, Brisbane, Cairns, Townsville and Perth—and 46 regional ports, with more than 1,000 scheduled flights per week.

Rex is the sole scheduled airline operator on a substantial portion of the routes it serves.

In addition to scheduled passenger services, Rex generates revenue from air freight carried on its scheduled network, charter services, ancillary passenger services and government subsidies.

Regulated Routes.

Rex’s network includes nine regulated routes operated under contracts awarded by Australian state governments through competitive tenders:

six regulated routes in Queensland awarded by the Queensland Department of Transport and Main Roads under contracts that commenced on January 1, 2022 and expire on December 31, 2026, subject to two one-year extension options exercisable by the State, and three regulated routes in Western Australia—Perth–Albany, Perth–Esperance and Perth–Carnarvon/Monkey Mia—under a deed of agreement that expires on June 30, 2028.

Rex receives subsidy payments from the applicable state government with respect to certain of these regulated routes.

Fleet and Maintenance.

Rex operates a fleet of 98 aircraft across five types of aircraft.

The core fleet consists of 57 owned Saab 340B and 340B+ twin-engine turboprop aircraft—the world’s largest fleet of Saab 340 aircraft—of which approximately 33 were in active line service as of March 31, 2026, with the remainder in, or awaiting, heavy maintenance and engine overhaul under Rex’s fleet reactivation program.

The remaining 41 aircraft comprise the training fleet of the Australian Airline Pilot Academy described below, consisting of Piper Warrior III, Cessna 172S and Piper Seminole training aircraft and a Beechcraft King Air aircraft.

Rex performs heavy airframe maintenance at its maintenance base in Wagga Wagga, New South Wales and Adelaide in South Australia, and provides propeller maintenance and overhaul services through its subsidiary Australian Aero Propeller Maintenance Pty Ltd ("AAPM"), located in Dingley, Victoria, which holds approvals from the Civil Aviation Safety Authority of Australia ("CASA") and the European Aviation Safety Agency (EASA).

Pilot Training.

Through the Australian Airline Pilot Academy and AAPA Victoria ("AAPA"), with campuses in Wagga Wagga, New South Wales and Ballarat, Victoria, Rex operates flight training facilities that train cadet pilots for Rex as well as cadets sponsored by international airlines.

AAPA holds flight training approvals issued by CASA, Civil Aviation Authority of Vietnam (CAAV), Civil Aviation Administration of China (CAAC) and is registered to deliver training to overseas students under the Commonwealth Register of Institutions and Courses for Overseas Students ("CRICOS").

AAPA’s assets include the training fleet described above and flight simulators.

The Australian regional passenger aviation market is highly competitive.

On competitive routes, Rex competes primarily with QantasLink, the regional brand of the Qantas group, and on certain routes with other regional operators, on the basis of schedule frequency and convenience, price, reliability and loyalty programs.

Certain of Rex’s competitors are substantially larger than Rex and have significantly greater financial resources.

On a substantial portion of its network, however, Rex is the sole scheduled operator, and Rex’s regulated routes are operated under contracts awarded through periodic competitive tenders.

Relationship with the Commonwealth of Australia.

In connection with the Acquisition, Rex and the Commonwealth of Australia entered into amended and new credit facilities (the "Commonwealth Facilities") that, among other things, support the overhaul of engines and the reactivation of Rex’s Saab 340 fleet.

Under the related financing arrangements, Rex has agreed to the "Rex Regional Commitments"—undertakings, for a minimum period of ten years on a commercially reasonable best-efforts basis, regarding, among other things, the minimum number of Saab 340 aircraft in operation in accordance with an agreed reactivation schedule, minimum weekly service levels on certain routes on which Rex is the sole operator, the frequency of profitable flights, advance notice and government engagement prior to exiting certain routes, and corporate governance matters.

The Commonwealth Facilities are secured by security interests over substantially all of the assets of the Rex group.

In addition, Rex’s retention of certain slots at Sydney Airport used for regional services has been supported by ministerial directions to the Sydney Airport slot manager issued in connection with the voluntary administration and the Acquisition.

See Part II, Item 7, Management’s Discussion and Analysis of Financial Condition and Results of Operations and Note 13 of Notes to Consolidated Financial Statements included under Part II, Item 8 of this report for additional information regarding the Commonwealth Facilities and the Rex Regional Commitments.

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

Unconsolidated Investments.

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

The operations of CAM are not consolidated into the operations of the Company.

See Note 9 and Note 2 1 of Notes to Consolidated Financial Statements included under Part II, Item 8 of this report.

The Company also has ownership interests in Lendway Inc.

LDWY ("Lendway"), formerly known as Insignia Systems, Inc.

("Insignia"), and Cadillac Casting, Inc.

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

LLC, Blue Crest Aviation Partners 2025-01 ("BCAP"), Bloomia Holdings, Inc.

TULP ("Bloomia"), formerly known as Lendway, Inc.

("Lendway"), Cadillac Casting, Inc.

("CCI") and other smaller entities.

The operations of these companies are not consolidated into the operations of the Company.

See Note 10 of Notes to Consolidated Financial Statements included under Part II, Item 8 of this report.

The Company additionally has ownership interests in other smaller entities that are not consolidated into the operations of the Company and included in the disclosure in Note 9 of Notes to Consolidated Financial Statements included under Part II, Item 8 of this report.

GGS’s backlog consists of “firm” orders supported by customer purchase orders for the equipment sold by GGS.

As of March 31, 2025, GGS’s backlog of orders was $14.3 million, all of which GGS expects to be filled in the fiscal year ending March 31, 2026.

As of March 31, 2024, GGS’s backlog of orders was $12.6 million.

Backlog is not meaningful for the Company’s other reportable segments.

CAM is a full-service aviation asset manager that invests in aircraft and engines on behalf of its capital partners, with a focus on current generation narrow-body aircraft approaching the end of their working lives.

CAM draws on the expertise and capabilities of interrelated aviation specialists across Air T.

CJVII is the investment fund that sits alongside CAM through which CAM acquires aircraft on behalf of its investors.

BCAP, launched in August 2025, is a joint venture to acquire mid-life commercial jet aircraft in lease back transactions with airlines around the world.

BCAP leverages Air T's wider network of aviation services through CAM as the asset manager.

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

CCI is an industry leader in ductile iron castings and a major high-volume supplier of engineered cast metal components, primarily serving major automakers.

The company makes products such as engine exhaust manifolds, steering knuckles, and other cast components, primarily for the auto industry.

As a full-service foundry, its work spans from initial design and prototyping all the way through the full product lifecycle.

Governmental Regulation.

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

The Department of Transportation (“DOT”) has the authority to regulate air service.

Department of Transportation (“DOT”) has the authority to regulate air service.

The DOT has authority to investigate and institute proceedings to enforce its economic regulations, and may, in certain circumstances, assess civil penalties, revoke operating authority and seek criminal sanctions.

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Environmental Protection Agency (“EPA”) pursuant to the Clean Air Act of 1970, as amended.

Jet Yard, Jet Yard Solutions, AirCo, and WASI, like Worthington, operate repair stations licensed under Part 145 of the regulations of the FAA.

Jet Yard, Jet Yard Solutions, AirCo, WASI and Worthington, operate repair stations licensed under Part 145 of the regulations of the FAA.

These certifications must be renewed annually, or in certain circumstances within 24 months.

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

The Company’s regional airline operations in Australia are subject to extensive regulation by Australian federal and state authorities.

The Civil Aviation Safety Authority of Australia regulates civil aviation safety in Australia, including the certification and ongoing oversight of air operators, flight crew licensing, aircraft airworthiness, and maintenance and flight training organizations.

Rex holds an Air Operator’s Certificate issued by CASA authorizing its airline and charter operations, together with associated maintenance approvals, and AAPA holds CASA flight training approvals.

CASA may vary, suspend or cancel certificates and approvals for cause, and adverse regulatory action could restrict Rex’s operations.

Rex is also subject to Australian aviation security requirements administered under the Aviation Transport Security Act 2004.

Under current Australian regulations, passenger and baggage screening requirements are determined by reference to aircraft size, and the Saab 340 aircraft operated by Rex are below the threshold at which screening is required.

Access to Sydney Airport, Rex’s largest hub, is governed by a slot management scheme administered under the Sydney Airport Demand Management Act 1997, which provides certain protections for slots used for regional services within New South Wales.

Rex’s regulated routes in Queensland and Western Australia are operated under contracts with, and subject to service-level and other requirements imposed by, the applicable state transport authorities.

Rex’s consumer-facing operations are subject to the Australian Consumer Law and Australian privacy legislation, and its workforce arrangements are governed by the Australian Fair Work Act 2009, including the enterprise agreements described under Employees and Human Capital Resources below.

In addition, in connection with the Acquisition and the Commonwealth Facilities, Rex is subject to the Rex Regional Commitments and related reporting obligations to the Commonwealth of Australia, as described under Part II, Item 7 of this report.

Australian law is also phasing in mandatory climate-related financial disclosure requirements (AASB S2) for large Australian entities, which may apply to certain Rex entities in future periods and increase compliance costs.

Maintenance and Insurance.

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

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

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

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

The Company maintains cargo liability insurance, workers’ compensation insurance and fire and extended coverage insurance for owned and leased facilities and equipment.

In addition, the Company maintains product liability insurance with respect to injuries and loss arising from use of products sold and services provided.

In March 2014, the Company formed Space Age Insurance Company ("SAIC"), a captive insurance company licensed in Utah.

SAIC insures risks of the Company and its subsidiaries that were not previously insured by the various Company insurance programs (including the risk of loss of key customers and contacts, administrative actions and regulatory changes);

and may from time to time underwrite third-party risk through certain reinsurance arrangements.

As of December 26, 2023, SAIC was considered a dormant captive insurance company with the State of Utah, in which it was registered.

SAIC is included within Corporate and other.

Employees and Human Capital Resources.

As of March 31, 2025, the Company and its subsidiaries had 646 full-time and full-time-equivalent employees.

None of the employees of the Company or any of its consolidated subsidiaries are represented by labor unions.

The Company believes its relations with its employees are good.

As of March 31, 2026, the Company and its subsidiaries had approximately 1,666 full-time and full-time-equivalent employees, of which approximately 969 were employed by Rex in Australia and the remainder were employed by the Company's other consolidated subsidiaries, principally in the United States.

No employees outside of Rex are represented by labor unions.

Approximately 739 of Rex's employees are represented by five enterprise agreements.

The Company believes that relations between Rex and the unions representing Rex employees, and between the Company's other subsidiaries and their respective employees are good.

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

Employee Group Union Representatives Approximate Number of Full-time Equivalent Employees Stated Expiry

Aircraft Support Officers and Catering Offices Transport Workers Union (TWU) 96 amendable 6/30/2029

Network Operations Controllers and Supervisors, Call Centre and Customer Service Staff - Airports Australian Services Union / United Services Union (ASU/USU) 142 amendable 6/30/2025

Engineers Australian Licensed Aircraft Engineers Association (ALAEA) 126 amendable 6/30/2025

Flight Attendants Flight Attendants Association of Australia (FAAA) 127 amendable 6/30/2029

Pilots Australian Federation of Air Pilots (AFAP) 248 amendable 6/30/2026

Under Australian law, an Enterprise Agreement (EA) that has passed its nominal expiry date continues to apply to covered employees until it is terminated or replaced by a successor agreement approved by the Fair Work Commission.

As of March 31, 2026, two of Rex's five EAs, the Regional Express Airline Collective Agreement 2022–2025, negotiated with the Australian Services Union/United Services Union (ASU/USU), and the Regional Express Aircraft Engineers Agreement 2021–2025, negotiated with the Australian Licensed Aircraft Engineers Association (ALAEA), had passed their nominal expiry date of June 30, 2025.

Both agreements remain in full force and effect and continue to govern the terms and conditions of employment of the covered employees pending approval of replacement agreements.

The principal terms for replacement agreements have been reached and are in drafting.

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

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What changed 10-K

Item 1. Business