SCHEDULE: Activist Investor Swenson Boosts Air T Stake to 49.4%

Nicholas J. Swenson and affiliated entities have increased their beneficial ownership in Air T Inc. to 49.4%, signaling an intent to influence company policies and maximize shareholder value.

Summary

• Nicholas J. Swenson and his affiliated entities (AO Partners I, LP, AO Partners LLC, Groveland Capital, LLC, Glenhurst Co., and Groveland DST) collectively beneficially own 1,335,270 shares of Air T Inc. common stock.
• This represents 49.4% of the company's 2,702,639 outstanding shares as of October 31, 2025.
• The investor group believes Air T Inc. common stock is undervalued.
• Their intent is to influence the Issuer's policies and assert shareholder rights with the goal of maximizing the value of the common stock.
• The aggregate funds expended to acquire these shares total $11,600,977.
• This filing is an amendment to reflect prior aggregate changes resulting from reconciliation of holdings to current records.
• A transfer of shares to Groveland DST was made for tax and estate planning purposes, considered a transfer between Mr. Swenson and an entity he owns.
• The reporting persons may make further purchases or dispose of shares and acknowledge a potential "control purpose" under the Securities Exchange Act of 1934.

Sentiment

Score: 7

Explanation: The filing indicates a strong belief in the undervaluation of Air T Inc. stock by a significant investor group, coupled with an explicit intent to influence company policies for value maximization. This activist stance is generally viewed positively by the market as it often leads to strategic changes aimed at improving shareholder returns. However, the potential for a "control purpose" and future share purchases/dispositions introduces a degree of uncertainty regarding the company's future direction and stock price stability.

Positives

• A significant investor group believes the common stock is undervalued, potentially indicating future upside.
• The investor group intends to actively influence company policies to maximize shareholder value, which could benefit all shareholders.
• The substantial investment of $11,600,977 by the reporting persons demonstrates strong conviction in the company's potential.

Risks

• The reporting persons may be deemed to have a "control purpose" under the Securities Exchange Act of 1934, which could lead to significant changes in company direction or management.
• Future purchases or dispositions of shares by the reporting persons could impact market liquidity and share price volatility.
• The intent to influence policies and assert shareholder rights could lead to disagreements with current management or the board, potentially causing instability.

Future Outlook

The reporting persons believe Air T Inc. common stock is undervalued and intend to influence the Issuer's policies and assert shareholder rights to maximize value. They may make further purchases or dispose of any or all shares of Common Stock held by them.

Management Comments

• "The AO Partners Group acquired shares of Common Stock because it believes that the Common Stock is undervalued."
• "The AO Partners Group's intent is to influence the policies of the Issuer and assert shareholder rights, with a goal of maximizing the value of the Common Stock."
• "The Reporting Persons may make further purchases of shares of Common Stock. The Reporting Persons may dispose of any or all the shares of Common Stock held by them."
• "To the extent the actions described herein may be deemed to constitute a 'control purpose' with respect to the Securities Exchange Act of 1934, as amended, and the regulations thereunder, the Reporting Persons have such a purpose."

Industry Context

This filing reflects a significant accumulation of shares by an activist investor group, a common occurrence in the market where investors seek to unlock perceived value in companies they believe are underperforming or undervalued. Such actions often precede strategic reviews, operational changes, or even potential takeovers, aligning with broader trends of shareholder activism aimed at improving corporate governance and financial performance.

Corporate Governance

Legal Proceedings

• None of the Reporting Persons has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) during the last five years.
• None of the Reporting Persons has been party to a civil proceeding of a judicial or administrative body of competent jurisdiction resulting in a judgment, decree, or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violations with respect to such laws during the last five years.

Related Party Transactions

• A transfer of shares of Common Stock to Groveland DST was effected solely for tax and estate planning purposes, and for income tax purposes was a transfer between Mr. Swenson, individually, and an entity owned by Mr. Swenson.
• AO Partners is entitled to an allocation of a portion of profits and a management fee based upon a percentage of total capital from AO Partners Fund.
• Mr. Swenson is indemnified by AO Partners Fund, AO Partners, Groveland Capital, Groveland DST, and Glenhurst for liabilities incurred in connection with his duties for the AO Partners Group.

Stakeholder Impact

• Shareholders: Potential for increased shareholder value if the activist strategy is successful; potential for volatility due to future purchases/dispositions; potential for changes in company direction.
• Management/Board: Increased scrutiny and potential pressure from a significant shareholder group; possible changes in strategic priorities or leadership.
• Employees, Customers, Suppliers, Creditors: Indirect impact depending on any strategic changes implemented as a result of the activist investor's influence.

Next Steps

• The reporting persons may make further purchases of shares of Common Stock.
• The reporting persons may dispose of any or all the shares of Common Stock held by them.
• The reporting persons will continue to review or reconsider their positions and formulate plans or proposals with respect to the Issuer.

Key Dates

Recommendation

The filing reveals a substantial increase in beneficial ownership by an activist investor, Nicholas J. Swenson, and his affiliated entities, now controlling 49.4% of Air T Inc. This group explicitly states their belief that the stock is undervalued and their intent to influence company policies to maximize shareholder value. Such an activist stance, backed by a significant stake and a substantial investment of over $11.6 million, typically signals a strong conviction in the company's potential for improvement and often precedes initiatives that unlock value for all shareholders. While there's a potential for short-term volatility due to activist actions, the long-term outlook for value creation under such influence is generally positive, making it a "buy" for investors seeking potential upside from corporate catalysts.

Keywords

AIR T INC, ATX, Schedule 13D, Activist Investor, Shareholder Rights, Beneficial Ownership, Undervalued Stock, Corporate Governance, Nicholas J. Swenson, AO Partners, Groveland Capital