Air T, Inc. Announces Major Acquisition of Arena Aviation Partners B.V. Through Crestone Air Partners LLC

Key Points from the Report

• Material Acquisition: On March 8, 2026, Air T, Inc. (“the Company”), acting through its subsidiary Crestone Air Partners LLC, entered into a Share Purchase Agreement to acquire all outstanding shares of Arena Aviation Partners B.V. (“Arena”).
• Transaction Value: The total consideration paid at closing exceeded \$35 million, subject to customary post-closing adjustments including those related to indebtedness and transaction expenses.
• Contingent Payments: Certain holders of depositary receipts may be entitled to additional contingent cash payments based on collections under specified servicing agreements, as outlined in the Purchase Agreement.
• Press Release Disclosure: The Company issued a press release announcing the acquisition, which is attached as Exhibit 99.1 to the Form 8-K filing.
• Strategic Review: Air T and Crestone are actively evaluating a potential strategic transaction involving Crestone. This could include the sale of a minority equity interest in Crestone (or one or more of its affiliates) to a third party, although no definitive agreement has been reached and discussions remain preliminary.
• Forward-Looking Statements: The Company has provided cautionary language regarding forward-looking statements, highlighting risks and uncertainties that may cause actual results to differ materially from current expectations.
• Exhibits: The press release related to the transaction is included as Exhibit 99.1.

Important Details for Shareholders and Potential Price-Sensitive Information

• Significant Expansion: This acquisition represents a significant expansion of Air T’s portfolio in the aviation services sector, potentially strengthening its position in commercial aircraft, engines, and parts. The scale of the transaction (in excess of \$35 million) is substantial for the Company.
• Contingent Consideration: The possibility of additional contingent payments tied to future collections under servicing agreements introduces a variable component to the total transaction value, which could impact future cash flows.
• Potential Strategic Transaction: The Company’s disclosure of ongoing evaluation of a strategic transaction involving Crestone, including the potential sale of a minority interest to a third party, could be a material development. While discussions are in the early stages, any such transaction could affect the valuation of Air T and its subsidiaries, as well as future growth prospects.
• Forward-Looking Risks: The Company has emphasized that forward-looking statements are subject to risks and uncertainties, with no guarantee that further transactions will occur or be completed on favorable terms.
• Shareholder Relevance: Both the acquisition and the potential strategic transaction (if consummated) could have a direct impact on shareholder value, either through enhanced growth prospects, increased cash flows, or changes in the corporate structure of Air T’s operating subsidiaries.

Details of the Transaction

On March 8, 2026, Air T, Inc., through its wholly owned subsidiary Crestone Air Partners LLC (“Crestone” or “Purchaser”), entered into a definitive Share Purchase Agreement with Arena Aviation Partners B.V. (“Arena”), the sellers party to the agreement, and Dirk Jan Smit, who will act as Securityholders’ Agent. Through this agreement, Crestone will acquire all outstanding shares of Arena, marking a notable expansion in Air T’s aviation services portfolio.

The transaction closed with an aggregate payment exceeding \$35 million, which will be adjusted post-closing for customary considerations such as outstanding indebtedness and transaction expenses. Additionally, the agreement provides for the potential of further contingent cash payments to certain holders of depositary receipts. These payments will be based on future collections under specific servicing agreements, adding a performance-based element to the total consideration.

Other Strategic Corporate Initiatives

In tandem with the Arena acquisition, Air T and Crestone are actively assessing a possible strategic transaction involving Crestone, which may include the sale of a minority equity interest in Crestone or its affiliates to an external third party. Discussions are ongoing and remain at a preliminary stage; no binding agreement has been executed, and there is no assurance that any transaction will ultimately proceed. The final outcome, timing, structure, valuation, and amount of potential proceeds (if any) remain uncertain at this point.

Investor Considerations

• The acquisition of Arena may immediately enhance Air T’s scale, market reach, and after-tax cash flow per share, consistent with the Company’s stated objectives of building and diversifying its business lines.
• The strategic review regarding Crestone could unlock additional value for shareholders if a suitable third-party transaction is executed.
• The Company’s forward-looking statements indicate an intention to pursue growth and expansion, but also caution investors about the risks and uncertainties inherent in such transactions.
• Investors should be alert to further announcements regarding both the integration of Arena and any developments in the Crestone strategic review, as these could be material to Air T’s future performance and valuation.

Exhibit and Additional Information

The Company’s press release, dated March 8, 2026, regarding the Crestone-Arena transaction, is available as Exhibit 99.1 in the Form 8-K filing. This release provides further context on the acquisition and the Company’s broader business strategy.

Conclusion

The acquisition of Arena Aviation Partners B.V. by Crestone Air Partners LLC is a major strategic move for Air T, Inc., with the potential to impact shareholder value significantly. The transaction’s size, scope, and contingent payment structure, as well as the possibility of further strategic initiatives involving Crestone, are all developments that investors should monitor closely.

Disclaimer: This article is for informational purposes only and does not constitute investment advice or a recommendation to buy or sell any securities. Investors should conduct their own due diligence and consult with their financial advisors before making investment decisions. The information presented here is based on the Company’s SEC filings and may be subject to change or updates.

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