Air Industries Group 2025年度报告

FORM 10-K ☒Annual Report Pursuant To Section 13 or 15(d) of the Securities Exchange Act of 1934 For the fiscal year ended: December 31, 2025 or ☐Transition Report Under Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from ______ to_______ Commission File No. 001-35927 AIR INDUSTRIES GROUP(Name of small business issuer in its charter) Nevada80-0948413(State or other jurisdiction of(I.R.S. Employer incorporation or organization)Identification No.) 1460 Fifth Avenue, Bay Shore, New York 11706(Address of Principal Executive Offices Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.Yes☐No☒ Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.Yes☐No☒ Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the SecuritiesExchange Act of 1934 during the past 12 months (or for such shorter period that the registrant was required to file such reports), and(2) has been subject to such filing requirements for the past 90 days. Yes☒No☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submittedpursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that theregistrant was required to submit and post such files). Yes☒No☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reportingcompany, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reportingcompany,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. Non-Accelerated Filer☒Smaller Reporting Company☒Emerging growth company☐ Large Accelerated Filer☐Accelerated Filer☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period forcomplying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act.☐ Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectivenessof its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registeredpublic accounting firm that prepared or issued its audit report.☐ If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of theregistrant included in the filing reflect the correction of an error to previously issued financial statements.☐ Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-basedcompensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).☐ Indicate by check mark whether registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes☐No☒ As of June 30, 2025, the aggregate market value of our common stock held by non-affiliates was $9,972,403, based on 2,967,977shares of outstanding common stock held by non-affiliates, and a price of $3.36 per share, which was the last reported sale price of ourcommon stock on the NYSE American on that date. There were 4,781,054 shares of the registrant’s common stock outstanding as of March 26, 2026. DOCUMENTS INCORPORATED BY REFERENCE: None AIR INDUSTRIES GROUPFORM 10-KFor the Fiscal Year Ended December 31, 2025 PART I Item 1.Business1Item1A.Risk Factors7Item1B.Unresolved Staff Comments24Item1C.Cybersecurity24Item 2.Properties25Item 3.Legal Proceedings25Item 4.Mine Safety Disclosures25 PART II Item 5.Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities26Item 6.[Reserved]26Item 7.Management’s Discussion and Analysis of Financial Condition and Results of Operation27Item7A.Quantitative and Qualitative Disclosure About Market Risk33Item 8.Financial Statements and Supplementary Data33Item 9.Changes in and Disagreements with Accountants on Accounting and Financial Disclosure34Item9A.Controls and Procedures34Item9B.Other Information35Item9C.Disclosure Regarding Foreign Jurisdictions that Prevent Inspections35 PART III Item10.Directors, Executive Officers, and Corporate Governance36Item11.Executive Compensation41Item12.Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters43Item13.Certain Relationships and Related Transactions and Director Independence44Item14.Principal Accountant Fees and Services45 Item15.Exhibits and Financial Statement Schedules46Consolidated Financial StatementsF-1 Cautionary Note Regarding Forward-Looking Statements This Annual Report on Form 10-K filed by Ai