Air Industries to acquire Tenax Aerospace via share issuance; Tenax holders to own 95%

AIR INDUSTRIES GROUP

Issues ~112.5M shares (95% post-close) to Tenax members; existing holders retain ~5%.
Combined FY2025 pro forma revenue ~$183.3M, Adjusted EBITDA ~$65.0M.
Pro forma 2026 revenue >$210M, Adjusted EBITDA >$75.0M; net debt ~$380M.
Tom Foley (Tenax Chair) to become Chairman; closing expected by June 30, 2026.
Debt Adjusted AIR Share Price ~$3.44; tender offer for up to 1M shares if price below that.

Key facts

Extracted from this filing and checked against the source text.

Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.9

AIR INDUSTRIES GROUP entered into Agreement and Plan of Merger with Tenax Aerospace Acquisition, LLC valued at AIR will issue up to 94,400,000 shares of AIR Common Stock, subject to adjustment, constituting the (effective 2026-02-16).

Action: entry
Agreement: merger
Counterparty: Tenax Aerospace Acquisition, LLC
Value: AIR will issue up to 94,400,000 shares of AIR Common Stock, subject to adjustment, constituting the
Effective: 2026-02-16

Exact text from the filing

On February 16, 2026, Air Industries Group, a Nevada corporation (“ AIR ”), entered into an Agreement and Plan of Merger (the “ Merger Agreement ”) with Tenax Aerospace Acquisition, LLC, a Delaware limited liability company (“ Tenax ”), and Transitory Air Sub LLC , a Delaware limited liability company and wholly owned Subsidiary of AIR (“ Merger Sub ”), pursuant to which Merger Sub will merge with and into Tenax, with Tenax continuing as the surviving company in such merger (the “ Merger ”) and a wholly owned Subsidiary of AIR.

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291 material agreements filed in the last 30 days. Browse all material agreements →

AIR INDUSTRIES GROUP filing history →

Source: SEC EDGAR

accession 0001213900-26-016863

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