NEW YORK--(BUSINESS WIRE)--Halper Sadeh LLC, an investor rights law firm, is investigating the merger of Air Industries Group (NYSE American: AIRI) and Tenax Aerospace Acquisition, LLC. Upon completion of the proposed transaction, Air Industries shareholders are expected to own approximately 5% of the combined company. Halper Sadeh encourages Air Industries shareholders to click here to learn more about their rights and options or contact Daniel Sadeh or Zachary Halper free of charge at (212) 7. ...

Core Viewpoint - The M&A Class Action Firm is investigating Air Industries Group (NYSE: AIRI) regarding its merger with Tenax Aerospace Acquisition, LLC, questioning the fairness of the deal where Air Industries shareholders will own 5% of the combined company [1]. Group 1: Investigation Details - The investigation is led by attorney Juan Monteverde from Monteverde & Associates PC, a firm recognized for recovering millions for shareholders and ranked as a Top 50 Firm in the 2024 ISS Securities Class Action Services Report [1]. - The proposed merger raises concerns about whether the terms are equitable for Air Industries shareholders [1]. Group 2: Firm Background - Monteverde & Associates PC is a national class action securities firm based in the Empire State Building, with a successful track record in various courts, including the U.S. Supreme Court [1]. - The firm emphasizes the importance of shareholders understanding their rights and the potential for recovery in class action lawsuits [1].

BAYSHORE, N.Y. & RIDGELAND, Miss.--(BUSINESS WIRE)--Tenax Aerospace Acquisition, LLC ("Tenax†) and Air Industries Group ("Air†) (NYSE American: AIRI) jointly announced today that they have entered into an Agreement and Plan of Merger ("Merger Agreement†) to combine Tenax's special mission aviation business with Air's precision aerospace manufacturing business. The merging of the companies will create a larger and more diversified company well-positioned to serve the needs of their government an. ...

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): February 17, 2026 AIR INDUSTRIES GROUP (Exact Name of Registrant as Specified in its Charter) | Nevada | 001-35927 | 80-0948413 | | --- | --- | --- | | State of Incorporation | Commission File Number | IRS Employer I.D. ...

Financial Data and Key Metrics Changes - Net sales for Q3 2025 were $10.3 million, showing improvement compared to both the first two quarters of 2025 and Q3 2024 [5] - Gross profit was $2.3 million, representing 22.3% of sales, indicating strong improvement due to cost reduction initiatives [5] - Operating income was $316,000, and net loss for the quarter was $44,000, or $0.01 per share, compared to a loss of $404,000 in Q3 2024 [5] - Adjusted EBITDA for the nine months ended September 30th was $2.7 million, up nearly 5% from the prior year [5] - Total debt increased by approximately $2.4 million [6] Business Line Data and Key Metrics Changes - Inventory increased by $5.6 million, reflecting investment in work in process inventory and materials for future deliveries [6] - Accounts receivable decreased by $2.1 million, while accounts payable increased by approximately $2 million [6] Market Data and Key Metrics Changes - The company continues to benefit from strong backlog levels and healthy demand from both existing and new customers [7] Company Strategy and Development Direction - The company is focused on execution, cost control, and driving shareholder value [7] - Ongoing discussions with lenders regarding potential refinancing or extension of obligations are in progress [3][5] Management's Comments on Operating Environment and Future Outlook - Management expressed confidence in the strength of the core business and anticipates a strong finish to fiscal 2025 with continued momentum into 2026 [7][8] Other Important Information - The consolidated balance sheet reflects all credit facility and subordinated debt as current, with the credit facility maturing at the end of December 2025 and related party subordinate notes maturing on July 1, 2026 [3][4] Q&A Session Summary - No questions were posed during the Q&A session, and the call concluded with management thanking participants for their interest [9][10]

Financial Data and Key Metrics Changes - Net sales for Q3 2025 were $10.3 million, showing improvement compared to both the first two quarters of 2025 and Q3 2024 [6] - Gross profit was $2.3 million, representing 22.3% of sales, reflecting benefits from cost reduction initiatives [6] - Operating income was $316,000, with a net loss of $44,000 or $0.01 per share, compared to a loss of $404,000 in Q3 2024 [6] - Adjusted EBITDA for the nine months ended September 30th was $2.7 million, up nearly 5% from the prior year [6] - Total debt increased by approximately $2.4 million [7] Business Line Data and Key Metrics Changes - Inventory increased by $5.6 million due to investments in work in process inventory and materials for future deliveries [7] - Accounts receivable decreased by $2.1 million, while accounts payable increased by approximately $2 million [7] Market Data and Key Metrics Changes - The company reported strong backlog levels and healthy demand from both existing and new customers, indicating positive market conditions [8] Company Strategy and Development Direction - The company is focused on execution, cost control, and driving shareholder value, with confidence in the strength of its core business [8] - Ongoing discussions with lenders regarding potential refinancing or extension of obligations are a priority [4][8] Management Comments on Operating Environment and Future Outlook - Management expressed confidence in a strong finish to fiscal 2025 and continued momentum into 2026 [8] Other Important Information - The company is actively engaged in discussions with lenders regarding its credit facility and subordinated debt [4] Q&A Session Summary - No questions were posed during the Q&A session, and the call concluded without further inquiries [10][11]

Core Insights - Air Industries (AIRI) reported a quarterly loss of $0.01 per share, significantly better than the Zacks Consensus Estimate of a loss of $0.22, and an improvement from a loss of $0.12 per share a year ago [1][2] - The company achieved an earnings surprise of +95.45% for the quarter, having previously been expected to post a loss of $0.15 per share but actually reporting a loss of $0.11 per share in the prior quarter [2] - Air Industries generated revenues of $10.31 million for the quarter ended September 2025, exceeding the Zacks Consensus Estimate by 3.09%, although this represents a decline from $12.56 million in the same quarter last year [3] Financial Performance - The company has surpassed consensus EPS estimates two times over the last four quarters [2] - Air Industries has also topped consensus revenue estimates two times in the last four quarters [3] - The current consensus EPS estimate for the upcoming quarter is -$0.02 on revenues of $13.5 million, and for the current fiscal year, it is -$0.61 on revenues of $48.29 million [8] Market Position - Air Industries shares have declined approximately 26.8% since the beginning of the year, contrasting with the S&P 500's gain of 14.6% [4] - The Zacks Industry Rank for Aerospace - Defense places it in the top 37% of over 250 Zacks industries, indicating a favorable position compared to the bottom 50% [9] Future Outlook - The sustainability of the stock's price movement will largely depend on management's commentary during the earnings call [4] - The estimate revisions trend for Air Industries was mixed ahead of the earnings release, resulting in a Zacks Rank 3 (Hold) for the stock, suggesting it is expected to perform in line with the market in the near future [7]

Financial Performance - Net sales for Q3 2025 were $10.3 million, a decrease of 17.9% compared to $12.6 million in Q3 2024[3] - For the nine months ended September 30, 2025, net sales were $35.1 million, down from $40.2 million in the same period of 2024[5] Profitability - Gross profit for Q3 2025 was $2.3 million, with a gross margin of 22.3%, up from 15.5% in Q3 2024[4] - Adjusted EBITDA for the nine months ended September 30, 2025, was $2.7 million, compared to $2.6 million in 2024[5] - Gross profit for the nine months ended September 30, 2025, was $6.4 million, with a gross margin of 18.1%[9] - Net loss for Q3 2025 was $44,000, significantly improved from a net loss of $404,000 in Q3 2024[4] - Operating loss for the nine months ended September 30, 2025, was $422,000, compared to an operating income of $560,000 in 2024[9] Operating Expenses - Operating expenses for Q3 2025 were $2.0 million, an increase of 5.6% from $1.9 million in Q3 2024[4] Future Outlook - The company aims to drive profitability and operational efficiency as it enters Q4 2025[8] - Air Industries Group will host a conference call on November 17, 2025, to discuss these financial results[11]

Core Viewpoint - Air Industries Group reported solid financial results for the third quarter and nine months ended September 30, 2025, showing improvements in Adjusted EBITDA and gross margins compared to the previous year [1][5]. Third Quarter Results - Net sales for Q3 2025 were $10.3 million, a decrease from $12.6 million in Q3 2024 [2]. - Adjusted EBITDA for Q3 2025 was $1.3 million, up from $845,000 in Q3 2024 [2]. - Gross profit for Q3 2025 was $2.3 million, with a gross margin of 22.3%, compared to 15.5% in Q3 2024 [3]. - Operating expenses increased by 5.6% to $2.0 million compared to Q3 2024 [3]. - The net loss for Q3 2025 was $44,000, significantly improved from a net loss of $404,000 in Q3 2024 [3]. Nine Months Results - Net sales for the nine months ended September 30, 2025, were $35.1 million, down from $40.2 million in the same period of 2024 [4]. - Adjusted EBITDA for the nine months was $2.7 million, slightly up from $2.6 million in 2024 [4]. - Gross profit for the nine months was $6.4 million, with a gross margin of 18.1%, compared to 16.2% in 2024 [7]. - Operating expenses for the nine months increased to $6.8 million, leading to an operating loss of $422,000, compared to an operating income of $560,000 in 2024 [7]. - The net loss for the nine months was $1.5 million, compared to a loss of $812,000 in 2024 [7]. Management Commentary - The CEO of Air Industries Group highlighted the solid results for Q3 2025, emphasizing improvements in Adjusted EBITDA and gross margins due to expense reduction efforts [5]. - The company remains focused on driving profitability and operational efficiency as it approaches the end of the fiscal year [5]. Company Overview - Air Industries Group is a leading manufacturer of precision components and assemblies for large aerospace and defense prime contractors, producing critical products such as landing gears and engine mounts [8].

Financial Performance - Net sales for the three months ended September 30, 2025, were $10,309,000, a decrease of $2,246,000, or 17.9%, compared to $12,555,000 for the same period in 2024[115] - Gross profit for the three months ended September 30, 2025, was $2,295,000, with a gross profit margin of 22.3%, an increase from 15.5% in the same period of 2024[117] - Operating expenses for the three months ended September 30, 2025, were $1,979,000, representing 19.2% of net sales, up from 14.9% in the same period of 2024[118] - Net loss for the three months ended September 30, 2025, was $44,000, a significant improvement compared to a net loss of $404,000 for the same period in 2024[120] - For the nine months ended September 30, 2025, net sales were $35,111,000, a decrease of $5,077,000, or 12.6%, compared to $40,188,000 for the same period in 2024[121] - Gross profit for the nine months ended September 30, 2025, was $6,357,000, with a gross profit margin of 18.1%, up from 16.2% in the same period of 2024[122] - Operating expenses for the nine months ended September 30, 2025, were $6,779,000, representing 19.3% of net sales, an increase from 14.8% in the same period of 2024[123] - Net loss for the nine months ended September 30, 2025, was $1,454,000, compared to a net loss of $812,000 for the same period in 2024, reflecting a significant increase in losses[125] Cash Flow and Financing - Cash decreased to $126,000 as of September 30, 2025, down 83.3% from $753,000 as of December 31, 2024[114] - Cash used in operating activities for the nine months ended September 30, 2025, was $754,000, a decline from cash generated of $508,000 in the same period of 2024[143] - Cash used in investing activities increased to $2,818,000 for the nine months ended September 30, 2025, compared to $1,493,000 in 2024, primarily for new property and equipment[145] - Cash provided by financing activities was $6,875,000 for the nine months ended September 30, 2025, which included a net increase in borrowings under the Current Credit Facility of $3,826,000[147] - The company raised $4,869,000 through the sale of 1,213,593 shares of common stock during the nine months ended September 30, 2025, with approximately $3,930,000 restricted for the Current Credit Facility lender[128] - The company has temporarily paused all equity raising activities while evaluating the most effective capital structure going forward due to ongoing negotiations with lenders[128] Debt and Equity - As of September 30, 2025, the company had outstanding indebtedness under the Current Credit Facility of $21,956,000, which includes a Revolving Loan of $15,838,000 and a Term Loan of $6,118,000[133] - The company is currently in default of certain covenants under the Current Credit Facility, including a failure to meet the required Fixed Charge Coverage Ratio of 1.05x as of June 30, 2025, achieving only 0.76x[131] Operational Adjustments - Management initiated cost-saving measures, including a workforce reduction, to align operating expenses with anticipated production volumes[141] - The company expects to invest approximately an additional $350,000 during the remainder of 2025 for tooling required to produce products[146] Backlog and Equity - Total unfilled contract values as of September 30, 2025, amounted to $269.0 million, including a backlog of $131.8 million[112] - Total stockholders' equity increased to $18,843,000 as of September 30, 2025, a rise of 26.1% from $14,948,000 as of December 31, 2024[114]