8-K: AIR T, INC. Subsidiary Completes Over $18 Million Airbus Aircraft Sale

AIR T, INC.'s 95% owned subsidiary, CASP Leasing I, LLC, has completed the sale of two Airbus aircraft and their engines to FTAI Aircraft Leasing Ireland (2025) DAC for a total transaction value exceeding $18 million.

Summary

• AIR T, INC., through its 95% owned subsidiary CASP Leasing I, LLC, completed the sale of two Airbus aircraft along with their engines to FTAI Aircraft Leasing Ireland (2025) DAC.
• The aircraft sold include one Airbus Model A321-111 with two CFM Model CFM56-5B1/P engines and one Airbus Model A320-214 with two CFM Model CFM56-5B4/P engines.
• The total transaction value for the aircraft and engine sales exceeded $18,000,000.
• The sale was completed on July 15, 2025, with acceptance certificates signed by the purchaser confirming satisfactory inspection of the aircraft and technical records.
• The aircraft were previously delivered to the lessee, Electra Airways OOD, on September 13, 2024, and the new lessor (FTAI) assumed the existing lease agreements through assignment, assumption, and amendment agreements dated July 14, 2025.

Sentiment

Score: 8

Explanation: The completion of a significant asset sale exceeding $18 million is a clear positive for the company, indicating successful portfolio management and liquidity generation. No significant negatives or risks were disclosed.

Positives

• Successful disposition of two aircraft assets, generating over $18,000,000 in revenue for CASP Leasing I, LLC, a subsidiary of AIR T, INC.
• The purchaser, FTAI Aircraft Leasing Ireland (2025) DAC, confirmed satisfaction with the aircraft and technical records, indicating a smooth and well-executed transaction.
• The transaction streamlines the asset portfolio for CASP Leasing I, LLC by divesting specific aircraft.

Risks

• Certain identified information, including specific financial figures like the New Lessor's net worth, basic rent, and additional rent balances, has been excluded from the exhibit because it is deemed not material and would be competitively harmful if publicly disclosed.

Future Outlook

The New Lessor, FTAI Aircraft Leasing Ireland (2025) DAC, covenants to maintain tax residency in Ireland and avoid a permanent establishment in Bulgaria for the duration of the lease term. The Lessee is obligated to replace aircraft nameplates within 90 days of the Effective Time, maintain liability insurance for two years post-Effective Time, and promptly update aircraft registration to reflect the New Lessor's ownership.

Management Comments

• The total transaction value for the aircraft and engine sales exceeded $18,000,000.

Industry Context

This transaction reflects ongoing activity in the global aircraft leasing and secondary market, where older aircraft are routinely sold and re-leased. The involvement of an Irish leasing entity like FTAI Aircraft Leasing Ireland (2025) DAC is common, as Ireland serves as a significant global hub for aircraft leasing. The sale of these Airbus A320 family aircraft indicates a healthy market for asset disposition and acquisition within the aviation sector.

Comparison to Industry Standards

• The sale of two Airbus A320 family aircraft for over $18 million represents a significant transaction within the secondary aircraft market, aligning with typical asset disposition strategies for aviation companies.
• The Airbus A320 family aircraft are among the most widely used globally, ensuring a liquid market for their sale and leasing, which is consistent with industry norms for managing aircraft portfolios.
• The transfer of existing lease obligations to the new owner, FTAI Aircraft Leasing Ireland (2025) DAC, is a standard practice in aircraft portfolio sales, ensuring continuity for the lessee (Electra Airways OOD).
• The New Lessor's commitment to maintaining tax residency in Ireland and avoiding a permanent establishment in Bulgaria reflects common tax optimization strategies employed by international aircraft leasing companies.

Related Party Transactions

• The transaction involves CASP Leasing I, LLC, which is a 95% owned subsidiary of Contrail Aviation Support, LLC, itself a subsidiary of AIR T, INC. This indicates an internal corporate restructuring or asset management decision within the AIR T, INC. group, with the sale being to an external third party, FTAI Aircraft Leasing Ireland (2025) DAC.

Stakeholder Impact

• Shareholders: Likely positive impact due to successful asset disposition and generation of over $18 million in revenue.
• Customers (Lessee, Electra Airways OOD): The lease terms are transferred to a new lessor, with explicit assurances that the lessee will not incur additional costs or increased liability and will retain warranty rights, ensuring continuity of service.
• Management: Successfully executed a significant asset sale, demonstrating effective portfolio management.

Next Steps

• Lessee (Electra Airways OOD) to replace aircraft and engine nameplates within 90 days following the Effective Time of the lease assignment.
• Lessee to maintain liability insurance in respect of the Aircraft with the Indemnitees as additional insureds from the Effective Time until two years after the Effective Time.
• Lessee to ensure the registration of the Aircraft on the civil aviation register is amended or updated to reflect the New Lessor's position as owner and lessor.
• Existing Lessor and New Lessor undertake to ensure the Lessee retains the same rights and benefits to the Warranties as derived from the Existing Lessor.

Key Dates

Recommendation

Keywords

Aircraft sale, Airbus, A321-111, A320-214, Aircraft engines, CFM56-5B1/P, CFM56-5B4/P, Aircraft leasing, Asset disposition, SEC filing, Form 8-K, AIR T INC, CASP Leasing I LLC, Contrail Aviation Support LLC, FTAI Aircraft Leasing Ireland (2025) DAC, Electra Airways OOD