---
schema_version: "secwatch.filing_event.v1"
accession: "0001193125-24-136251"
form_type: "8-K/A"
ticker: null
cik: "0000894081"
company_name: "Air Transport Services Group, Inc."
filed_at: "2024-05-10T23:59:59+00:00"
generated_at: "2026-06-02T04:32:53.903950+00:00"
event_type: "other_material"
sentiment: "positive"
materiality_score: 0.85
calibrated_materiality_score: 0.85
confidence: "high"
source: SEC EDGAR
---

# ATSG to operate 10+ B767s for Amazon, extends warrants and caps Amazon ownership at 39.999%

## Summary
- Third Amended ATSA: ATSG will sublease/operate 10 B767 freighters from Amazon, with option for 10 more.
- First aircraft enters service June 2024; remaining deliveries by November 2024. Initial term through May 2029, extendable 5 years.
- Amended and restated Warrant-C (14.8M shares) and 2020 Subsequent Warrant (7.0M shares) extended to December 20, 2029.
- New 2024 Subsequent Warrant for 2.915M shares at $12.9658, vesting in tranches tied to flight hours; Third Subsequent Warrant for 2.915M shares to be issued later.
- Second Amended Stockholders Agreement caps Amazon beneficial ownership at 39.999% excluding unexercised warrants.

## SEC filing metadata
- accession: 0001193125-24-136251
- form_type: 8-K/A
- cik: 0000894081
- company_name: Air Transport Services Group, Inc.
- filed_at: 2024-05-10T23:59:59+00:00
- event_type: other_material
- sentiment: positive
- materiality_score: 0.85
- calibrated_materiality_score: 0.85
- confidence: high
- sec_items: 1.01, 3.02, 9.01
- EDGAR index: https://www.sec.gov/Archives/edgar/data/894081/000119312524136251/0001193125-24-136251-index.htm
- EDGAR primary document: https://www.sec.gov/Archives/edgar/data/894081/000119312524136251/d839186d8ka.htm

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001193125-24-136251
- JSON: https://secwatch.observer/filing/0001193125-24-136251.json
- Plain text: https://secwatch.observer/filing/0001193125-24-136251.txt

## Key facts
- Material Agreements
  Air Transport Services Group, Inc. entered into Second Amended and Restated Stockholders Agreement with Amazon.com, Inc. (effective 2024-05-06).
  - Action: entry
  - Counterparty: Amazon.com, Inc.
  - Effective: 2024-05-06
  source text: On May 6, 2024, ATSG and Amazon entered into that certain Second Amended and Restated Stockholders Agreement (the “ 2 nd A&R Stockholder Agreement ”)
  evidence_url: https://www.sec.gov/Archives/edgar/data/894081/000119312524136251/0001193125-24-136251-index.htm
- Material Agreements
  Air Transport Services Group, Inc. amended Supplement and Amendment to 2018 Investment Agreement with Amazon.com, Inc. (effective 2024-05-06).
  - Action: amendment
  - Counterparty: Amazon.com, Inc.
  - Effective: 2024-05-06
  source text: On May 6, 2024, ATSG and Amazon entered into that certain Supplement and Amendment to 2018 Investment Agreement (the “ 2018 Investment Agreement Amendment ”)
  evidence_url: https://www.sec.gov/Archives/edgar/data/894081/000119312524136251/0001193125-24-136251-index.htm
- Material Agreements
  Air Transport Services Group, Inc. amended amended and restated Warrant-C with Amazon.com, Inc. (effective 2024-05-06).
  - Action: amendment
  - Counterparty: Amazon.com, Inc.
  - Effective: 2024-05-06
  source text: (“ ATSG ”) filed a Form 8-K to report certain transactions with Amazon.com, Inc. (“ Amazon ”) and Amazon.com Services LLC (“ ASL ”). At the time ATSG filed the Form 8-K, certain exhibits were not available for filing.
  evidence_url: https://www.sec.gov/Archives/edgar/data/894081/000119312524136251/0001193125-24-136251-index.htm
- Material Agreements
  Air Transport Services Group, Inc. amended Amendment to 2016 Investment Agreement and Participation Notice and Acknowledgement with Amazon.com, Inc. (effective 2024-05-06).
  - Action: amendment
  - Counterparty: Amazon.com, Inc.
  - Effective: 2024-05-06
  source text: On May 6, 2024, ATSG and Amazon entered into that certain Amendment to 2016 Investment Agreement and Participation Notice and Acknowledgement (the “ 2016 Investment Agreement Amendment ”)
  evidence_url: https://www.sec.gov/Archives/edgar/data/894081/000119312524136251/0001193125-24-136251-index.htm
- Material Agreements
  Air Transport Services Group, Inc. entered into Third Amended and Restated Air Transportation Services Agreement with Amazon.com Services LLC (effective 2024-05-06).
  - Action: entry
  - Counterparty: Amazon.com Services LLC
  - Effective: 2024-05-06
  source text: On May 6, 2024, ATSG, through its subsidiary, Airborne Global Solutions, Inc., entered into a Third Amended and Restated Air Transportation Services Agreement (the “ 3rd A&R ATSA ”) with ASL
  evidence_url: https://www.sec.gov/Archives/edgar/data/894081/000119312524136251/0001193125-24-136251-index.htm

This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.