--- schema_version: "secwatch.filing_event.v1" accession: "0001437749-24-014889" form_type: "8-K" ticker: null cik: "0000894081" company_name: "Air Transport Services Group, Inc." filed_at: "2024-05-07T23:59:59+00:00" generated_at: "2026-06-02T21:29:28.108035+00:00" event_type: "other_material" sentiment: "positive" materiality_score: 0.75 calibrated_materiality_score: 0.75 confidence: "high" source: SEC EDGAR --- # ATSG expands Amazon Air network with 10 additional 767s; agreement extended to 2029 ## Summary - ATSG to operate 10 additional Boeing 767-300 freighters for Amazon starting summer 2024, with option for up to 10 more. - Operating agreement extended to May 2029, with option for additional five years. - Exercise period extended for existing warrants covering 21.8 million shares; new warrants for up to 2.9 million shares issued. - New warrant exercise price set at $12.9658/share (30-day VWAP); warrants vest in tranches based on flight hours. - Amazon's ownership limit set at 39.999% under amended stockholders agreement. ## SEC filing metadata - accession: 0001437749-24-014889 - form_type: 8-K - cik: 0000894081 - company_name: Air Transport Services Group, Inc. - filed_at: 2024-05-07T23:59:59+00:00 - event_type: other_material - sentiment: positive - materiality_score: 0.75 - calibrated_materiality_score: 0.75 - confidence: high - sec_items: 1.01, 3.02, 9.01 - EDGAR index: https://www.sec.gov/Archives/edgar/data/894081/000143774924014889/0001437749-24-014889-index.htm - EDGAR primary document: https://www.sec.gov/Archives/edgar/data/894081/000143774924014889/atsg20240506c_8k.htm ## Machine-readable alternates - HTML: https://secwatch.observer/filing/0001437749-24-014889 - JSON: https://secwatch.observer/filing/0001437749-24-014889.json - Plain text: https://secwatch.observer/filing/0001437749-24-014889.txt ## Key facts - Material Agreements Air Transport Services Group, Inc. amended 2016 Investment Agreement Amendment 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 ”), which further amended the 2016 Investment Agreement such that, if ATSG initiates a program to repurchase its common stock and, pursuant to Amazon’s corresponding right under the 2016 Investment Agreement, Amazon elects to sell shares of ATSG common stock to ATSG, the 2016 Investment Agreement Amendment provides that the sale price shall be the volume weighted average price of ATSG’s common stock (“ VWAP ”) for the 30 trading days preceding ATSG’s notice to Amazon of such repurchase program. evidence_url: https://www.sec.gov/Archives/edgar/data/894081/000143774924014889/0001437749-24-014889-index.htm - Material Agreements Air Transport Services Group, Inc. amended 3rd A&R ATSA with Amazon.com Services LLC (effective 2024-05-06). - Action: amendment - Counterparty: Amazon.com Services LLC - Effective: 2024-05-06 source text: On May 6, 2024, Air Transport Services Group, Inc. (“ 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 Amazon.com Services LLC (“ ASL ”), a subsidiary of Amazon.com, Inc. (“ Amazon ”), effective on May 6, 2024, pursuant to which ATSG, through its subsidiary air carriers, will sublease and operate 10 additional Boeing 767 freighter aircraft to be provided by ASL, with the potential to add up to 10 additional Boeing 767 freighter aircraft. evidence_url: https://www.sec.gov/Archives/edgar/data/894081/000143774924014889/0001437749-24-014889-index.htm - Material Agreements Air Transport Services Group, Inc. amended A&R Warrant-C 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 amended and restated Warrant-C (the “ A&R Warrant-C ”), which extended the term of the warrant to December 20, 2029. evidence_url: https://www.sec.gov/Archives/edgar/data/894081/000143774924014889/0001437749-24-014889-index.htm - Material Agreements Air Transport Services Group, Inc. amended 2018 Investment Agreement Amendment 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 ”), which provides for (i) ATSG to issue to Amazon the 2024 Subsequent Warrant (as defined below) concurrent with the entry into the 3 rd A&R ATSA, (ii) ATSG to issue to Amazon the Third Subsequent Warrant (as defined below) in the future, and (iii) additional modifications to the 2018 Investment Agreement, including those regarding updated representations by ATSG, the termination of the 2018 Investment Agreement and underlying warrants in the event a prohibitive legal order is entered, confidentiality, and a provision providing for the right of Amazon to sell shares of ATSG common stock to ATSG in the event that ATSG initiates a program to repurchase its common stock. evidence_url: https://www.sec.gov/Archives/edgar/data/894081/000143774924014889/0001437749-24-014889-index.htm - Material Agreements Air Transport Services Group, Inc. amended 2nd A&R Stockholder 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 Second Amended and Restated Stockholders Agreement (the “ 2 nd A&R Stockholder Agreement ”), which prohibits Amazon (including any person or entity whose beneficial ownership of the shares of ATSG common stock may be aggregated for purposes of Section 13(d) or Section 16 of the Securities Exchange Act of 1934, as amended, and any other applicable U.S. Securities and Exchange Commission regulations (collectively, the “ Attribution Parties ”)) from acquiring shares of ATSG common stock (including through the exercise of warrants) to the extent such acquisition would result in Amazon and its Attribution Parties collectively holding more than 39.999% of the issued and outstanding shares of ATSG common stock (the “ Ownership Limit ”). evidence_url: https://www.sec.gov/Archives/edgar/data/894081/000143774924014889/0001437749-24-014889-index.htm This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.