Form 8-K

8-K — AIR INDUSTRIES GROUP

Accession: 0001213900-26-093066

Filed: 2026-08-24

Period: 2026-08-18

CIK: 0001009891

SIC: 3728 (AIRCRAFT PART & AUXILIARY EQUIPMENT, NEC)

Item: Entry into a Material Definitive Agreement

Item: Financial Statements and Exhibits

Documents

8-K — ea0303062-8k_air.htm (Primary)

EX-10.1 — TWELFTH AMENDMENT TO LOAN AND SECURITY AGREEMENT WITH WEBSTER BANK, NATIONAL ASSOCIATION (ea030306201ex10-1.htm)

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8-K — CURRENT REPORT

8-K (Primary)

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2026-08-18

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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): August 18, 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 1.01 Entry Into a Definitive Material

Agreement.

On August 18, 2026, we, Air

Industries Group, entered into a Twelfth Amendment to our Loan and Security Agreement with Webster Bank (“Twelfth Amendment”).

In the Twelfth Amendment Webster Bank extended the maturity date of the revolving credit and term loans under the Loan and Security Agreement

to November 30, 2026. A copy of the Twelfth Amendment is annexed as Exhibit 10.1 and reference is made thereto for the complete terms

and conditions of the Twelfth Amendment.

Concurrently with the extension

of the Loan and Security Agreement with Webster Bank, Michael Taglich and Robert Taglich, the holders of our subordinated notes, agreed

to extend the maturity of such Notes until December 1, 2026.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.

Description

10.1

Twelfth Amendment to Loan and Security Agreement with Webster Bank, National Association

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: August 24, 2026

AIR INDUSTRIES GROUP

By:

/s/ Scott Glassman

Scott Glassman

Acting Chief Executive Officer and President

EX-10.1 — TWELFTH AMENDMENT TO LOAN AND SECURITY AGREEMENT WITH WEBSTER BANK, NATIONAL ASSOCIATION

EX-10.1

Filename: ea030306201ex10-1.htm · Sequence: 2

Exhibit 10.1

TWELFTH AMENDMENT TO

LOAN AND SECURITY AGREEMENT

THIS TWELFTH AMENDMENT TO

LOAN AND SECURITY AGREEMENT (the “Amendment”), is dated August 18, 2026, and is made by and among (a) AIR INDUSTRIES

MACHINING, CORP., a New York corporation (“AIM”), NASSAU TOOL WORKS, INC., a New York corporation (“NTW”),

THE STERLING ENGINEERING CORPORATION, a Connecticut corporation (“Engineering”, and together with AIM and NTW, individually,

a “Borrower”, and collectively the “Borrowers”), (b) AIR INDUSTRIES GROUP, a Nevada corporation

(together with its successors and permitted assigns, “Parent”), and AIR REALTY GROUP, LLC, a Connecticut limited liability

company (“Realty”, and together with Parent, the “Guarantor”) and WEBSTER BANK, NATIONAL ASSOCIATION,

a national banking association (successor by merger to Sterling National Bank), (together with its successors and permitted assigns, the

“Lender”).

RECITALS

Pursuant to that certain Loan

and Security Agreement, dated as of December 31, 2019, as amended (the “Loan Agreement”) by and among Borrowers, Guarantor,

the other Credit Parties thereto, and Lender, Lender has agreed to make certain financial accommodations available to Borrowers from time

to time pursuant to the terms and conditions thereof (capitalized terms used herein and not otherwise defined herein shall have the meanings

assigned to such terms in the Loan Agreement, as amended hereby).

The Credit Parties have requested

that Lender make certain amendments to the Loan Agreement, pursuant to the terms and conditions set forth herein.

NOW, THEREFORE, in consideration

of the premises contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged,

the parties hereto, intending to be legally bound hereby, agree as follows:

1. Amendment

to Loan Agreement. As of the Twelfth Amendment Effective Date, the Loan Agreement is amended as follows:

(a) Section

1.1. The following definitions set forth in Section 1.1 of the Loan Agreement are amended and restated in their entirety to read as follows:

“Maturity

Date” means November 30, 2026.

2. No

Other Changes. Except as explicitly amended by this Amendment, all of the terms and conditions of the Loan Agreement shall remain

in full force and effect and shall apply to any Loan made thereunder.

3. Amendment

Fee. In consideration of Lender’s agreement to enter into this Amendment, Borrowers shall pay to Lender a non-refundable amendment

fee in an amount equal to $25,000 (the “Amendment Fee”). The Amendment Fee is fully earned as of the Twelfth Amendment

Effective Date, and shall be payable at the execution and delivery of this Amendment.

4. Conditions

Precedent. This Amendment shall be effective on the date (such date, the “Twelfth Amendment Effective Date”) that

each of the following conditions have been satisfied, in form and substance satisfactory to Lender:

(a) The

Lender shall have received a fully executed copy of this Amendment;

(b) The

Lender shall have received a copy of the resolutions or equivalent action, in form and substance reasonably satisfactory to the Lender,

of the Board of Directors or equivalent authorizing body of Borrowers authorizing, as applicable, the execution, delivery of this Amendment

and the performance of this Amendment, certified by the Secretary, an Assistant Secretary or other authorized representatives of Borrowers

as of the Twelfth Amendment Effective Date, which certificate shall state that the resolutions or other action hereby certified have not

been amended, modified (except as any later such resolution or other action may modify any earlier such resolution or other action), revoked

or rescinded and are in full force and effect; and

Lender shall have received the Amendment Fee set forth in Section 4 above and Borrowers shall have paid or cause to be paid all fees and

expenses required to be paid in accordance with this Amendment.

5. Representations

and Warranties. Borrowers hereby represent and warrant to Lender as follows:

(a) Each

Borrower has all requisite power and authority to execute this Amendment and any other agreements or instruments required hereunder and

to perform all of its obligations hereunder, and this Amendment and all such other agreements and instruments have been duly executed

and delivered by each Borrower and constitute the legal, valid and binding obligation of Borrowers, enforceable in accordance with its

terms.

(b) The

execution, delivery and performance by each Borrower of this Amendment and any other agreements or instruments required hereunder have

been duly authorized by all necessary corporate action and do not (i) require any authorization, consent or approval by any governmental

department, commission, board, bureau, agency or instrumentality, domestic or foreign, (ii) violate any provision of any law, rule or

regulation or of any order, writ, injunction or decree presently in effect, having applicability to any Borrower, or the certificate of

formation, articles of incorporation, operating agreement, or by-laws of any Borrower, or (iii) result in a breach of or constitute a

default under any indenture or loan or credit agreement or any other agreement, lease or instrument to which any Borrower is a party or

by which it or its properties may be bound or affected.

of the representations and warranties contained in the Loan Agreement are correct on and as of the date hereof as though made on and as

of such date, except to the extent that such representations and warranties relate solely to an earlier date.

(d) After

giving effect to this Amendment and the transactions contemplated hereby, no Default or Event of Default has occurred and is continuing.

6. References.

All references in the Loan Agreement to “this Agreement” shall be deemed to refer to the Loan Agreement as amended hereby;

and any and all references in the Loan Documents to the Loan Agreement shall be deemed to refer to the Loan Agreement as amended hereby.

-2-

7. No

Waiver. The execution of this Amendment and the acceptance of all other agreements and instruments related hereto shall not be deemed

to be a waiver of any Default or Event of Default under the Loan Agreement or a waiver of any breach, default or event of default under

any Loan Document or other document held by Lender, whether or not known to Lender and whether or not existing on the date of this Amendment.

8. Release.

Each Credit Party hereby absolutely and unconditionally releases and forever discharges Lender, and any and all participants, parent corporations,

subsidiary corporations, affiliated corporations, insurers, indemnitors, successors and assigns thereof, together with all of the present

and former directors, officers, agents and employees of any of the foregoing, from any and all claims, demands or causes of action of

any kind, nature or description, whether arising in law or equity or upon contract or tort or under any state or federal law or otherwise,

such Credit Party has had, now has or has made claim to have against any such person for or by reason of any act, omission, matter, cause

or thing whatsoever relating to any Loan Document arising from the beginning of time to and including the date of this Amendment, whether

such claims, demands and causes of action are matured or unmatured or known or unknown.

9. Costs

and Expenses. Borrowers hereby reaffirms their agreement under the Loan Agreement to pay or reimburse Lender on demand for all costs

and expenses incurred by Lender in connection with the Loan Documents, including without limitation all reasonable fees and disbursements

of legal counsel. Without limiting the generality of the foregoing, Borrowers specifically agree to pay all fees and disbursements of

counsel to Lender for the services performed by such counsel in connection with the preparation of this Amendment and the documents and

instruments incidental hereto. Borrowers hereby agree that Lender may, at any time or from time to time in its sole discretion and without

further authorization by Borrowers, make a loan to the Borrowers under the Loan Agreement, or apply the proceeds of any loan, for the

purpose of paying any such fees, disbursements, and costs and expenses.

10. Counterparts.

This Amendment may be executed by means of (a) an electronic signature that complies with the federal Electronic Signatures in Global

and National Commerce Act, state enactments of the Uniform Electronic Transactions Act, or any other relevant and applicable electronic

signatures law; (b) an original manual signature; or (c) a faxed, scanned, or photocopied manual signature. Each electronic signature

or faxed, scanned, or photocopied manual signature shall for all purposes have the same validity, legal effect, and admissibility in evidence

as an original manual signature. This Amendment may be executed in any number of counterparts, each of which shall be deemed to be an

original, but such counterparts shall, together, constitute only one instrument. Delivery of an executed counterpart of a signature page

of this Amendment will be as effective as delivery of a manually executed counterpart of the Agreement.

11. Headings.

Section Headings are for convenience of reference only, and are not part of, and are not to be taken into consideration in interpreting

this Amendment.

12. Governing

Law. The rights and obligations hereunder of each of the parties hereto shall be governed by and interpreted and determined in accordance

with the laws of the State of New York.

[Signature Pages follow]

-3-

IN WITNESS WHEREOF, the parties

hereto have caused this Amendment to be duly executed as of the date first written above.

BORROWERS:

AIR INDUSTRIES MACHINING, CORP.

By:

/s/ Scott Glassman

Name:

Scott Glassman

Title:

Acting Chief Executive Officer and President

NASSAU TOOL WORKS, INC.

By:

/s/ Scott Glassman

Name:

Scott Glassman

Title:

Acting Chief Executive Officer and President

THE STERLING ENGINEERING CORPORATION

By:

/s/ Scott Glassman

Name:

Scott Glassman

Title:

Acting Chief Executive Officer and President

GUARANTORS:

AIR INDUSTRIES GROUP,

AIR REALTY GROUP, LLC

By:

/s/ Scott Glassman

Name:

Scott Glassman

Title:

Acting Chief Executive Officer and President

WEBSTER BANK, NATIONAL ASSOCIATION

By:

/s/ Andrew Bella

Name:

Andrew Bella

Title:

Senior Managing Director

[Signature page to Twelfth

Amendment to Loan and Security Agreement (Webster/Air Industries)]

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