Air T subsidiary CAS redeems 16% of CEO's interest for $4.57M plus earnout

AIR T INC

CAS will redeem 16% of Joe Kuhn’s 21% membership interest for $4.57M via secured subordinated note.
Note bears interest at 10-year Treasury + 375 bps; 12-month interest-only then 3-year amortization with deferral if loan default risk.
Earnout: annual payment of 9.14% of CAS Adjusted EBITDA above $7M through FY2029, subordinated to senior debt.
Remaining 5% interest subject to put/call from April 2026 at 5% of CAS Equity Value (9x avg EBITDA minus debt).
Transaction effective April 1, 2024; related-party with CAS's CEO.

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