This article is based on an official press release from Air Industries Group and Tenax Aerospace.

Tenax Aerospace to Go Public via Strategic Reverse Merger with Air Industries Group

On February 17, 2026, Tenax Aerospace Acquisition, LLC and Air Industries Group (NYSE American: AIRI) announced a definitive merger agreement that will reshape the landscape for both entities. Structured as a reverse merger, the transaction will see the privately held Tenax Aerospace effectively acquire the publicly traded Air Industries Group. The combined entity aims to establish a diversified, mid-cap aerospace and defense platform, blending special mission aviation services with precision manufacturing capabilities.

According to the announcement, the combined company will retain the Air Industries Group name and continue trading on the NYSE American exchange under the ticker symbol AIRI. The deal is expected to close before June 30, 2026, pending shareholder and regulatory approvals.

Transaction Details and Financial Structure

The agreement outlines an all-stock transaction that heavily favors the acquiring private entity. Post-merger, Tenax shareholders are set to own approximately 95% of the combined company, while existing Air Industries shareholders will retain roughly 5%. This structure reflects the significant difference in scale and financial health between the two organizations.

Key financial terms disclosed in the release include:

• Share Issuance: Air Industries Group will issue approximately 112.5 million shares to Tenax members.
• Valuation: The issuance is based on a “Debt Adjusted AIR Share Price” of approximately $3.44 per share.
• Debt Profile: The combined entity is projected to carry a net debt of approximately $380 million at closing. This figure includes $80 million in debt recently incurred by Tenax to buy out its minority partner, Bain Capital, in January 2026.
• Breakup Fee: A mutual termination fee of $1.25 million has been established should the deal fail under specific conditions, such as a breach of contract.

Strategic Rationale: Scale and Vertical Integration

The merger is positioned as a strategic move to create a vertically integrated aerospace platform. For Tenax Aerospace, headquartered in Ridgeland, Mississippi, the deal provides immediate access to public capital markets. This access is intended to fund fleet expansion and growth without the hurdles of a traditional Initial Public Offering (IPO). Tenax specializes in special mission aviation services, including aerial firefighting and intelligence gathering for U.S. government clients.

For Air Industries Group, based in Bay Shore, New York, the merger offers a financial lifeline. The company, a Tier 1 supplier of precision components for platforms like the F-35 and Black Hawk, has faced recent financial headwinds, including a net loss of approximately $1.3 million in 2025. By joining forces with Tenax, AIRI moves from a micro-cap component supplier to a subsidiary of a larger, profitable defense services provider.

Pro Forma Financial Outlook

The companies released preliminary pro forma financial projections for the combined entity, highlighting a stronger profile than AIRI could achieve alone:

• Projected 2026 Revenue: Greater than $210 million.
• Projected 2026 Adjusted EBITDA: Greater than $75 million.

Data from the announcement indicates that Tenax contributes the vast majority of this earning power, with AIRI contributing approximately $48 million in revenue and minimal EBITDA to the combined totals.

Leadership and Governance

Following the close of the transaction, the leadership structure will shift to reflect Tenax’s majority ownership. Tom Foley, the current Chairman of Tenax and NTC Group, will assume the role of Chairman of the combined company.

The Board of Directors will also be reconstituted to favor the acquirer. Tenax will select six or more directors, while the current Air Industries board will jointly select only two directors with Tenax. While specific CEO appointments were not detailed in the initial release, the governance structure suggests Tenax management will drive the strategic direction of the public entity.

AirPro News Analysis

This transaction represents a classic “backdoor listing” for Tenax Aerospace, allowing it to bypass the volatility and expense of a traditional IPO while securing a liquid currency (public stock) for future acquisitions. For Air Industries Group shareholders, the deal presents a stark reality: while they face massive dilution, retaining only 5% of the company, the alternative was likely continued financial distress given their recent performance and debt load.

The market’s muted reaction on the day of the announcement, with AIRI stock remaining flat at $3.19, likely reflects this trade-off. Investors appear to be weighing the benefits of survival and participation in a larger entity against the heavy debt load ($380 million) and the near-total dilution of current equity. The success of this merger will hinge on the combined company’s ability to service that debt while integrating a service-heavy business model with a manufacturing-heavy one.

Sources

• Air Industries Group Investor Relations

AerCap Reports Record 2025 Earnings, But Stock Slips on 2026 Guidance

AerCap Holdings N.V., the world’s largest aircraft lessor, reported record financial results for the full year ending December 31, 2025. The company achieved a historic net income of $3.75 billion, driven by robust leasing demand and significant insurance recoveries related to assets previously lost in the Ukraine conflict.

Despite the headline-beating performance for 2025, the company’s stock experienced a decline of approximately 4% in early trading following the announcement. According to the company’s financial disclosure, this market reaction appears linked to a softer-than-expected outlook for 2026, as the lessor navigates the restructuring of a major customer, Spirit Airlines, and the normalization of earnings following a year of exceptional one-off gains.

Record-Breaking Financial Performance

In its official release, AerCap highlighted a year of unprecedented financial growth. For the full year 2025, the company reported total revenues of $8.52 billion, up from $8.00 billion in 2024. GAAP Net Income surged to $3.75 billion, resulting in earnings per share (EPS) of $21.30. Adjusted Net Income, which excludes certain one-time items, stood at $2.71 billion, or $15.37 per share.

The fourth quarter of 2025 was particularly strong, beating analyst expectations on both top and bottom lines:

• Q4 Revenue: $2.24 billion (vs. consensus estimates of $2.08 billion).
• Q4 Adjusted EPS: $3.95 (vs. consensus estimates of $3.36).

A significant portion of the 2025 windfall came from insurance settlements. The company recognized $1.5 billion in recoveries during the year related to aircraft stranded in Russia following the invasion of Ukraine. Since 2023, AerCap has recovered a total of $3 billion in relation to these claims.

AerCap CEO Aengus Kelly commented on the results in the press release:

“We are pleased to announce another strong quarter for AerCap, completing a year of record net income and earnings per share… As we have always done, in 2026 we will continue to look for opportunities to deploy capital attractively and create long-term value for our shareholders.”

2026 Outlook: Normalization and Headwinds

While 2025 set new records, the company’s guidance for 2026 prompted a cautious reaction from investors. AerCap forecasted full-year 2026 Adjusted EPS in the range of $12.00 to $13.00. This projection falls notably below the pre-release analyst consensus of approximately $14.76 per share.

The Spirit Airlines Impact

A primary factor in the conservative guidance is the ongoing bankruptcy restructuring of Spirit Airlines, a significant customer for AerCap. The restructuring process has already impacted the lessor’s financials. According to CFO Peter Juhas, the maintenance contribution in the fourth quarter was severely affected.

“In the fourth quarter, the net maintenance contribution was negative $106 million… significantly lower than the usual range due to the Spirit Airlines restructuring.”

The company anticipates that repossessing aircraft from Spirit and transitioning them to new customers will result in downtime and lost revenue throughout 2026, creating a temporary drag on earnings.

Normalization of Earnings

Beyond specific customer headwinds, the 2026 guidance reflects a return to a more normalized earnings baseline. The $1.5 billion in insurance recoveries recognized in 2025 were one-off events that will not repeat in the coming year. Investors adjusting their models to exclude these windfalls account for part of the gap between 2025 actuals and 2026 projections.

Operational Strategy and Capital Allocation

AerCap continued to actively manage its portfolio in 2025, taking advantage of high demand for aviation assets. The company sold $3.9 billion in assets during the year, generating a record gain on sale of $819 million, which represents a 27% margin. Simultaneously, AerCap reinvested $5.4 billion into new aviation assets and added 103 aircraft to its order book to secure future growth.

The company also maintained a strong focus on returning capital to shareholders. In 2025, AerCap returned $2.6 billion through share repurchases and dividends. In December 2025, the board announced a new $1 billion share repurchase program and increased the quarterly dividend to $0.40 per share.

AirPro News Analysis

The market’s negative reaction to AerCap’s record year highlights a classic tension in aviation finance: the difference between “lumpy” cash events and recurring operational income. While the $1.5 billion in insurance recoveries provided a massive boost to the 2025 bottom line, sophisticated investors are looking past these one-time gains to the core leasing business.

The guidance miss for 2026 suggests that the friction costs of moving aircraft from a distressed carrier like Spirit Airlines are higher than the market anticipated. However, the broader industry context remains favorable for lessors. With Boeing and Airbus continuing to face delivery delays, a ‘shortage of metal’, the value of existing fleets remains high. AerCap’s ability to sell assets at a 27% margin confirms that the secondary market is robust, potentially offering a buffer against the temporary revenue dips caused by customer bankruptcies.

Sources

• AerCap Holdings N.V. Press Release

This article is based on an official press release from CDB Aviation.

CDB Aviation Secures $500 Million in Oversubscribed Note Issuance

CDB Aviation, a wholly owned Irish subsidiary of China Development Bank Financial Leasing Co., Ltd., has successfully priced a US$500 million issuance of senior unsecured notes. According to the company’s official announcement released on February 5, 2026, the notes carry a fixed coupon rate of 4.25% and are set to mature in February 2031.

The issuance, conducted through its subsidiary CDBL FUNDING 1, attracted significant attention from the global investment community. The order book peaked at over US$2.36 billion, representing an oversubscription rate of approximately 4.7 times. This robust demand allowed the lessor to tighten pricing significantly, landing at a spread of 50 basis points over the 5-year US Treasury rate (T5 + 50bps), a 45 basis point improvement from the Initial Price Guidance.

This transaction highlights the continued appetite among international investments for high-grade aviation assets. The notes were issued under Regulation S, targeting investors outside the United States, and hold strong investment-grade ratings of A2 from Moody’s, A from S&P Global, and A+ from Fitch.

Strategic Capital Structure and Executive Commentary

The proceeds from this issuance are earmarked for general corporate purposes, including the optimization of the lessor’s capital structure and the enhancement of its competitive position in the global market. As of early 2026, CDB Aviation manages a fleet of over 520 owned and committed aircraft, serving approximately 85 Airlines customers across more than 40 jurisdictions.

In a statement regarding the successful pricing, the company’s leadership emphasized the strategic importance of this return to the international bond market.

“This marks another resounding success following CDB Aviation’s return to the international bond market in 2025. The issuance reflects our ongoing efforts to optimize our capital structure and enhance our competitiveness, underscoring the CDB Aviation team’s unwavering commitment to our long‑term vision.”

— Jie Chen, Chief Executive Officer, CDB Aviation

The transaction was supported by a syndicate of Joint Bookrunners, including Standard Chartered Bank, China CITIC Bank International, HSBC, Goldman Sachs (Asia) L.L.C., Bank of Communications, and China Securities International.

Market Context and Comparative Performance

AirPro News Analysis

The pricing of CDB Aviation’s latest notes offers a revealing glimpse into the current state of aviation finance in early 2026. When analyzed against verified market data, the 4.25% coupon for a 5-year term appears highly competitive, particularly when compared to industry peers.

For instance, data from January 2026 shows that industry leader AerCap priced a 3-year note at 4.125%. CDB Aviation achieved a nearly identical rate (4.25%) for a longer 5-year tenor. Typically, longer maturities command higher premiums; the fact that CDB Aviation secured such tight pricing suggests investors view its credit, backed by the “quasi-sovereign” status of the China Development Bank, as exceptionally stable.

Broader Industry Trends

This issuance occurs against a backdrop of a “favorable” outlook for aviation lessors, as characterized by agencies such as Morningstar DBRS. A persistent shortage of new aircraft, driven by production delays at major OEMs, has sustained high lease rates and aircraft values. This environment benefits lessors with established fleets who are now refinancing debt to fund future growth.

With approximately $19.3 billion in lessor debt maturing in 2026, capital markets activity is expected to remain high. The 4.7x oversubscription for CDB’s bond mirrors a wider trend where global investors are seeking stable yield generators amidst stabilizing global interest rates.

Sources:

• CDB Aviation Official Press Release
• AerCap Press Release (Jan 6, 2026)
• Morningstar DBRS 2026 Global Aircraft Leasing Outlook