Air Industries Group (AIRI) Proxy filing summary

Executive summary

• The proxy filing details a proposed merger between Air Industries Group and Tenax Aerospace Acquisition, LLC, with Tenax becoming a wholly owned subsidiary of Air Industries Group through a reverse merger structure.

• Upon completion, Tenax Members will receive AIR common stock as merger consideration, resulting in Tenax Members owning approximately 96% and existing AIR stockholders owning about 4% of the combined company, subject to adjustments based on AIR's net indebtedness at closing.

• The merger consideration is based on a formula adjusting for AIR's net indebtedness, with an estimated price per share of $3.16 and approximately 122.6 million shares to be issued to Tenax Members, subject to final adjustment.

• AIR will remain publicly traded on NYSE American, and its articles of incorporation will be amended to increase authorized shares and allow written consent by certain controlling shareholders.

• The merger is expected to close in July 2026, pending shareholder and regulatory approvals.

Voting matters and shareholder proposals

• Shareholders will vote on five proposals: (1) stock issuance as merger consideration, (2) increase in authorized shares, (3) amendment to allow written consent by controlling shareholders, (4) advisory vote on executive compensation related to the merger, and (5) adjournment of the meeting if necessary.

• Approval of the first three proposals is required for the merger to proceed; the compensation vote is advisory and non-binding.

• The board unanimously recommends voting FOR all proposals.

• Voting requirements vary: most proposals require more FOR than AGAINST votes, but the written consent proposal requires a majority of outstanding shares.

Board of directors and corporate governance

• Post-merger, the board will have at least eight directors: six designated by Tenax and two mutually agreed upon by both parties.

• AIR will qualify as a "controlled company" and a "smaller reporting company" under NYSE American rules, allowing exemptions from certain governance standards.

• The audit committee will remain fully independent and compliant with SEC and NYSE American requirements.