Jet.AI Adopts Limited Duration Stockholders Rights Agreement

Jet.AI (Nasdaq: JTAI) adopted a limited duration stockholders rights agreement and declared a dividend of one preferred share purchase right per outstanding common share.

Rhea-AI Summary

Jet.AI (Nasdaq: JTAI) adopted a limited duration stockholders rights agreement and declared a dividend of one preferred share purchase right per outstanding common share.

The rights trigger at 10% beneficial ownership, are redeemable at $0.01 before the trigger, distribute on Feb 24, 2026, and expire Feb 12, 2027.

Positive

• Adopted limited duration rights agreement protecting shareholders
• Rights dividend payable on Feb 24, 2026
• Redeemable by the Board for $0.01 per right prior to trigger

Negative

• Rights trigger at 10% ownership, potentially deterring hostile bids
• Rights expire Feb 12, 2027, limiting long-term protection window

Argus Feb 17 session

-25.39% close to close Open Argus

Details

News Market Reaction – JTAI

In the Feb 17 session, JTAI declined 25.39%, reflecting a significant negative market reaction.

Data tracked by StockTitan Argus on the day of publication.

Market Context

The stock dropped -25.4% in the session following this news. A negative reaction despite the protect...

Analysis

The stock dropped -25.4% in the session following this news. A negative reaction despite the protective framing of the rights plan would fit a pattern where capital-structure and large-transaction headlines sometimes coincided with pressure, such as the Moapa JV selloff of -28.27%. With an effective $250 million shelf and recent ATM registration capacity, concerns about future issuance could weigh on sentiment. Investors would likely focus on how the board balances takeover defenses with dilution risk and ongoing merger execution.

Key Figures

Rights trigger threshold: 10% Right share fraction: 1/1000 share Exchange ratio: 2x market value +5 more

Rights trigger threshold

10%

Ownership of outstanding common stock that makes rights exercisable

Right share fraction

1/1000 share

Each right buys one one-thousandth of a junior preferred share

Exchange ratio

2x market value

Upon trigger, rights let holders buy common stock at twice value

Redemption price

$0.01 per right

Rights redeemable for one cent each before 10% ownership trigger

Dividend date

February 24, 2026

Non-taxable dividend distribution of rights to stockholders

Rights expiration

February 12, 2027

Stated expiry unless redeemed or exchanged earlier

Current price

$0.14

Pre-news trading level on Nasdaq

52-week range

$0.1275–$11.77

Price sits far below 52-week high, just above low

Previous AI Reports

5 past events · Latest: Jan 14

Same Type 5 events

1. Jan 14

   Merger timeline update

   24h Move

   +13.7%

   Extended flyExclusive merger outside date and reaffirmed commitment to closing.

2. Dec 23

   Moapa JV announcement

   24h Move

   -28.3%

   Announced 50MW Nevada data center JV with illustrative $500M enterprise value.

3. Dec 04

   Canadian campus site

   24h Move

   +4.6%

   Selected Midwestern Canadian data-center site positioned for gigawatt-scale buildout.

4. Nov 07

   Project milestone

   24h Move

   +2.8%

   Completed second milestone for Canadian hyperscale projects with new land LOI.

5. Oct 14

   Merger reaffirmation

   24h Move

   +14.9%

   Reaffirmed flyExclusive merger commitment despite government shutdown delays.

24h Move is the share-price change in the day after each event; other market factors may also have contributed.

Key Terms

stockholders rights agreement, preferred share purchase right, beneficial ownership, regulation 13d, +3 more

7 terms

stockholders rights agreement regulatory

"announced the adoption of a limited duration stockholders rights agreement"

A stockholders rights agreement is a legal contract that spells out the specific rights and obligations of a company’s shareholders—such as voting power, limits on transferring shares, protections against dilution, dividend entitlements and procedures for selling or registering stock. For investors it matters because the agreement functions like a rulebook that determines how easy it is to influence management, sell holdings, or be diluted by new issuances, directly affecting control, liquidity and potential returns.

preferred share purchase right financial

"declared a dividend distribution of one preferred share purchase right"

A preferred share purchase right is a contractual entitlement that lets a holder buy a company's preferred shares at a set price or under set conditions, often activated by a specific event such as a takeover attempt. For investors it matters because exercising the right can change ownership percentages, introduce shares with priority on dividends or liquidation, and deter hostile bids—think of it like a coupon that lets someone buy a special class of membership to protect or shift control.

beneficial ownership regulatory

"Prior to the acquisition by a person or group of beneficial ownership of 10%"

Beneficial ownership means the person or entity that actually enjoys the benefits of owning shares or other assets — such as receiving dividends, voting rights, or price gains — even if the legal title is held in another name. For investors it matters because knowing who truly controls and profits from a company reveals who can influence decisions, exposes potential conflicts of interest or hidden concentration of power, and affects transparency and risk in the stock.

View in glossary

regulation 13d regulatory

"for reporting purposes under Regulation 13D of the Securities Exchange Act"

Regulation 13D is a U.S. securities rule that requires anyone who acquires more than 5% of a public company's stock to file a public notice explaining who they are, how much they own and their intentions for the investment. For investors, it acts like an early warning light — revealing potential activist buyers or takeover attempts so market participants can judge whether a big shareholder’s plans might change the company’s strategy, management or share value.

derivative positions financial

"Certain synthetic interests in securities created by derivative positions"

Derivative positions are contracts that derive their value from an underlying asset—such as a stock, bond, currency or commodity—and include instruments like options, futures and swaps. Think of them as bets or insurance tied to an asset’s future price: they let investors amplify returns, hedge risk or take exposure without owning the asset directly, which can meaningfully increase potential gains, losses and volatility in a portfolio.

current report on form 8-k regulatory

"contained in a Current Report on Form 8-K and in a Registration Statement"

A current report on Form 8-K is a document that publicly traded companies file to promptly share important news or events that could affect their financial position or stock price, such as major business changes or legal issues. It helps investors stay informed about timely developments, allowing them to make better decisions about buying or selling shares.

registration statement on form 8-a regulatory

"and in a Registration Statement on Form 8-A that the Company will file"

A registration statement on Form 8‑A is a short filing that formally registers a class of securities with the U.S. Securities and Exchange Commission so those securities can be listed and traded under the Securities Exchange Act. It matters to investors because it triggers regular public reporting by the issuer and makes reliable company disclosures easier to find—like a vehicle being licensed to drive on public roads, which also requires periodic safety inspections and records.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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LAS VEGAS, NV, Feb. 13, 2026 (GLOBE NEWSWIRE) -- Jet.AI Inc. (“Jet.AI” or the “Company”) (Nasdaq: JTAI), an emerging provider of high-performance GPU infrastructure and AI cloud services, today announced the adoption of a limited duration stockholders rights agreement (the “Rights Agreement”) and declared a dividend distribution of one preferred share purchase right on each outstanding share of the Company’s common stock. The rights are designed to assure that all of the Company’s stockholders receive fair and equal treatment in the event of any proposed takeover of the Company and to guard against abusive tactics to gain control of the Company without paying all stockholders a premium for that control. The rights are intended to enable all of the Company’s stockholders to realize the long-term value of their investment in the Company. The rights will not prevent a takeover, but should encourage anyone seeking to acquire the Company to negotiate with the Board of Directors of the Company (the “Board”) prior to attempting a takeover.

The rights will be exercisable only if a person or group acquires 10% or more of the Company’s outstanding common stock. Each right will entitle stockholders to buy one one-thousandth of a share of a new series of junior participating preferred stock.

If a person or group acquires 10% or more of the Company’s outstanding common stock, each right will entitle its holder (other than such person or members of such group) to purchase a number of Company common shares having a market value of twice such price. In addition, at any time after a person or group acquires 10% of the Company’s outstanding common stock, the Board may exchange one share of the Company’s common stock for each outstanding right (other than rights owned by such person or members of such group, which would have become void).

Prior to the acquisition by a person or group of beneficial ownership of 10% of the Company’s common stock, the rights are redeemable for one cent per right at the option of the Board.

Certain synthetic interests in securities created by derivative positions—whether or not such interests are considered to constitute beneficial ownership of the underlying common stock for reporting purposes under Regulation 13D of the Securities Exchange Act—are treated as beneficial ownership of the number of shares of the Company’s common stock equivalent to the economic exposure created by the derivative position, to the extent actual shares of the Company’s stock are directly or indirectly held by counterparties to the derivatives contracts.

The dividend distribution will be made on February 24, 2026, payable to stockholders on that date and is not taxable to stockholders. The rights will expire on February 12, 2027 unless the rights are earlier redeemed or exchanged.

Further details about the Rights Agreement will be contained in a Current Report on Form 8-K and in a Registration Statement on Form 8-A that the Company will file with the U.S. Securities and Exchange Commission (“SEC”).

Paul Hastings LLP is acting as legal counsel to the Company.

About Jet.AI

Jet.AI Inc. is a technology-driven company focused on deploying artificial intelligence tools and infrastructure to enhance decision-making, efficiency, and performance across complex systems. The Company is listed on the NASDAQ Capital Market under the ticker symbol “JTAI.”

Safe Harbor Statement

This press release contains forward-looking statements within the meaning of the federal securities laws. The forward-looking statements are based on current expectations, estimates, forecasts, and projections about the industry in which we operate and management’s beliefs and assumptions. Forward-looking statements may be identified by the use of words such as “expects,” “anticipates,” “intends,” “plans,” “believes,” “seeks,” “estimates,” “outlook,” “projects,” “forecasts,” “aim” and similar expressions. Forward-looking statements are not guarantees of future performance, rely on a number of assumptions, and involve certain known and unknown risks and uncertainties that are difficult to predict, many of which are beyond our control. Any forward-looking statements contained herein are based on current expectations, but are subject to risks and uncertainties that could cause actual results to differ materially from those indicated, including, but not limited to, the effectiveness of the rights agreement in providing the Board with time to make informed decisions that are in the best long-term interests of Jet.AI and its stockholders, and other risk factors discussed from time to time in our filings. For more information on these risks, uncertainties and other factors, refer to our Annual Report on Form 10-K for the year ended December 31, 2024, under the heading “Risk Factors” in Item 1A. The forward-looking statements contained in this press release speak only as of the date of this press release. We undertake no obligation to update publicly any forward-looking statements, whether as a result of new information, future events or otherwise.

Jet.AI Investor Relations:

Gateway Group, Inc.
949-574-3860
Jet.AI@gateway-grp.com

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What did Jet.AI (JTAI) announce about a stockholders rights agreement on Feb 13, 2026?

Jet.AI adopted a limited duration stockholders rights agreement and declared one preferred share purchase right per common share. According to the company, the rights aim to ensure equal treatment of stockholders in any proposed takeover and to encourage negotiation with the Board.

When will the Jet.AI (JTAI) rights dividend be distributed and is it taxable?

The rights dividend will be distributed on Feb 24, 2026 and is not taxable to stockholders. According to the company, the dividend allocates one preferred share purchase right per outstanding common share.

What triggers exercise of the Jet.AI (JTAI) rights and what happens then?

The rights become exercisable if a person or group acquires 10% or more of outstanding common stock. According to the company, holders (other than the acquirer) could buy common shares with market value twice the purchase price upon trigger.

Can Jet.AI (JTAI) redeem or exchange the rights before a takeover?

Prior to a 10% acquisition, the Board may redeem rights at $0.01 per right; after a trigger, the Board may exchange rights for common stock. According to the company, rights owned by the acquirer would become void upon such events.

How long will Jet.AI's (JTAI) stockholder rights remain in effect?

The rights will expire on Feb 12, 2027 unless earlier redeemed or exchanged by the Board. According to the company, this creates a limited-duration protective measure for roughly one year from adoption.

How does Jet.AI (JTAI) treat derivative positions under the Rights Agreement?

The agreement treats certain synthetic derivative interests as beneficial ownership tied to economic exposure. According to the company, derivatives are counted to the extent counterparties hold actual shares, to prevent avoidance of the 10% trigger.