AIRI

EX-99.1

2 ea031139001ex99-1_airindus.htm

TEXT OF PRESS RELEASE ISSUED NOVEMBER 9, 2026, BY AIR INDUSTRIES GROUP

Exhibit 99.1

Nov 9, 2026 7:00 AM Eastern Standard Time

Air Industries Group Announces Significantly Improved Financial Results for the Three and Nine Months Ended September 30, 2026

Third Quarter Net Income of 19¢ Per Share

Nine-Month Net Income (adjusted for

merger expenses and stock compensation) of 35¢ Per Share

BAY SHORE, N.Y.--(BUSINESS WIRE) --Air Industries Group (“Air Industries”) (NYSE American: AIRI), a leading manufacturer of precision components and assemblies for large aerospace and defense prime contractors, today announced significantly improved Financial Results for the Three and Nine months ended September 30, 2026.

Third Quarter Results – Net

Sales & Gross Profit significantly improved, positive EPS

Net sales for the three months ended September 30, 2026, were $14.6 million, increasing by $4.2 million and 41.1% from $10.3 million in the third quarter of 2025.

●Gross Profit for the three months ended September 30, 2026, was $3.7 million, increasing $1.4 million and 61.4% from $2.3 million in the same period in 2025.

●Gross Margin on sales increased by 330 basis points to 25.5% compared to 22.2% in 2025.

●Operating Expenses for the three months ended September 30, 2026, were $2.4 million, increasing by $427,000 or 21.6% from $2.0 million in the same period in 2025.

oOperating costs in 2026 included $539,000 of costs for stock compensation and expenses related to the pending merger with Tenax Aerospace Acquisition, LLC, compared to $152,000 of stock compensation expense in 2025. Absent these non-cash and one-time extraordinary costs, Operating Expenses were essentially flat.

●Operating Income was $1.3 million – increasing $983,000 or 311% compared to $316,000 in the same period in 2025.

●Net income was $946,000 for 2026 compared to a net loss of ($44,000) in 2025.

●Diluted net income per share was $0.19 for 2026 compared to a net loss of ($0.01) in 2025.

Excluding merger-related costs and non-cash

stock compensation expense:

●Pro-Forma Operating Income for the three months ended September 30, 2026, would have been $1.838 million compared to $468,000 for the same period in 2025 – an increase of $1.370 million or 293%.

●Proforma Net Income would have been $1.5 million or $0.31 per share in 2026 compared to $108,000 or $0.03 per share in 2025.

Summary Income Statement and Reconciliation to Adjusted EBITDA

For the Three-Months ended September 30:

2026 2025 Variance

($ 000's) (unaudited) (unaudited) in $ As a %

Net Sales $14,551 $10,310 $4,242 41.1%

Cost of Sales 10,846 8,014 2,832 35.3%

Gross Profit 3,705 2,295 1,410 61.4%

GP as a % of Sales 25.5% 22.3% n/m

Operating Expenses

All Other Operating Expense 1,867 1,827 40 2.2%

Stock Compensation Expense 36 152 (116) -76.2%

Merger Related Expense 503 - 503 n/m

Total Operating Expense 2,406 1,979 427

Operating Income (Loss) 1,299 316 983 311.1%

Other Income (Expense)

Interest Expense (486) (466) (20) 4.3%

Other Income (Expense) 133 106 27 25.5%

Net Income (Loss) $946 $(44) $990 n/m

For the Three-Months ended September 30:

($ 000's) 2026 (unaudited) 2025 (unaudited)

Net  (Loss) $946 $(44)

Interest Expense 486 466

Taxes - -

Depreciation 713 675

Amortization - 17

Stock Compensation 36 152

Merger Related Costs 503 -

Adjusted EBITDA $2,684 $1,266

Increase in Adjusted EBITDA $1,418,000 or 112.0%

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Nine Months ended September Results – Net Sales increased; Gross Profit significantly improved.

Net sales for the nine months ended September 30, 2026, were $38.2 million, increasing $3.0 million or 8.7% from $35.1 million for the same period of 2025.

●Gross Profit for the nine months ended September 30, 2026, was $8.8 million increasing $2.4 million or 38.3% from $6.4 million in the same period in 2025.

●Gross Margin on sales increased by 490 basis points to 23.0% compared to 18.1% in 2025.

●Operating Expenses for the nine months ended September 30, 2026, were $8.4 million, increasing by $1.6 million or 24.2% from $6.8 million in the same period in 2025.

oOperating costs in 2026 included $2.6 million of costs for stock compensation and expenses related to the pending merger with Tenax Aerospace Acquisition, LLC, compared to $743,000 of stock compensation expenses in 2025. Absent these non-cash and extraordinary expenses Operating Expenses declined (3.7%).

●Operating Income increased by $790,000 to $368,000 from a loss of ($422,000) for the same period in 2025.

●Net Loss was ($902,000) for 2026 improving by $552,000 from a net loss of ($1.5 million) in 2025.

●Diluted net loss per share was ($0.19) for 2026 compared to a net loss per share of ($0.36) in 2025.

Excluding one-time expenses related to the

pending merger with Tenax Aerospace Acquisition, LLC and non-cash stock compensation expense:

●Pro-Forma Operating Income for the nine months ended September 30, 2026, would have been $2.9 million compa

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2026-02-17 2026-02-17

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SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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. Number

1460 Fifth Avenue, Bay Shore, New York 11706

(Address of Principal Executive Offices)

Registrant’s telephone number: (631) 968-5000

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common Stock, par value $0.001

AIRI

NYSE American

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 2.02 Results of Operation and Financial Condition.

On February 17, 2026, Air Industries Group (the “Company”) issued a press release reporting its preliminary unaudited financial results for the year ended December 31, 2025.

The information furnished in this Form 8-K, including Exhibit 99.1 attached hereto, shall not be deemed as “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”), or otherwise subject to the liability of such Section, nor shall it be deemed incorporated by reference in any filing by Air Industries under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any general incorporation language in such filing, unless expressly incorporated by specific reference in such filing.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.

Description

99.1

Text of press release issued February 17, 2026, by Air Industries Group.

104

Cover Page Interactive Data File (embedded within the Inline XBRL document)

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: February 17, 2026

AIR INDUSTRIES GROUP

By: /s/ Scott Glassman

Scott Glassman

Chief Financial Officer

2

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0001009891

2025-11-14 2025-11-14

iso4217:USD

xbrli:shares

iso4217:USD

xbrli:shares

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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): November 14, 2025

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. Number

1460 Fifth Avenue, Bay Shore, New York 11706

(Address of Principal Executive Offices)

Registrant’s telephone number: (631) 968-5000

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common Stock, par value $0.001

AIRI

NYSE American

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 2.02 Results of Operation and Financial Condition.

On November 14, 2025, Air Industries Group (the “Company”) issued a press release reporting its financial results for the three and nine months ended September 30, 2025. The Company also announced that it will host a conference call to discuss its financial results. The call is scheduled for Monday, November 17, 2025, at 8:00 AM Eastern Time. The conference call number is 877-524-8416 and the call will be available for replay at www.airindustriesgroup.com.

The information furnished in this Form 8-K, including Exhibit 99.1 attached hereto, shall not be deemed as “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”), or otherwise subject to the liability of such Section, nor shall it be deemed incorporated by reference in any filing by Air Industries under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any general incorporation language in such filing, unless expressly incorporated by specific reference in such filing.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.

Description

99.1

Text of press release issued November 14, 2025, by Air Industries Group.

104

Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: November 14, 2025

AIR INDUSTRIES GROUP

By: /s/ Scott Glassman

Scott Glassman

Chief Financial Officer