Jet.AI Adopts Limited Duration Stockholders Rights Agreement

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

Market Reaction

-4.13% $0.13

15m delay 11 alerts

-4.13% Since News

$0.13 Last Price

$0.13 $0.14 Day Range

-$265K Valuation Impact

$6M Market Cap

0.5x Rel. Volume

Following this news, JTAI has declined 4.13%, reflecting a moderate negative market reaction. Our momentum scanner has triggered 11 alerts so far, indicating notable trading interest and price volatility. The stock is currently trading at $0.13. This price movement has removed approximately $265K from the company's valuation.

Data tracked by StockTitan Argus (15 min delayed). Upgrade to Silver for real-time data.

Key Figures

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

8 metrics

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

Market Reality Check

Price: $0.1400 Vol: Volume 136,424,972 is 2.6...

high vol

$0.1400 Last Close

Volume Volume 136,424,972 is 2.65x the 20-day average of 51,436,290, indicating elevated trading interest ahead of this governance move. high

Technical Shares at $0.14 are trading below the 200-day MA of $2.64 and sit 98.81% below the 52-week high of $11.77 and 9.8% above the 52-week low of $0.1275.

Peers on Argus

JTAI traded down 0.28% with very high relative volume, while key peers showed mi...

1 Up 1 Down

JTAI traded down 0.28% with very high relative volume, while key peers showed mixed moves: IFBD up 0.59%, RYDE down 6.68%, FTFT down 5.1%, VS down 6.48%, and BNZI flat. Momentum scanner peers in the space were split, with one up and one down, reinforcing a stock-specific governance catalyst rather than a broad sector rotation.

Previous AI Reports

5 past events · Latest: Jan 14 (Positive)

Same Type Pattern 5 events

Date	Event	Sentiment	Move	Catalyst
Jan 14	Merger timeline update	Positive	+13.7%	Extended flyExclusive merger outside date and reaffirmed commitment to closing.
Dec 23	Moapa JV announcement	Positive	-28.3%	Announced 50MW Nevada data center JV with illustrative $500M enterprise value.
Dec 04	Canadian campus site	Positive	+4.6%	Selected Midwestern Canadian data-center site positioned for gigawatt-scale buildout.
Nov 07	Project milestone	Positive	+2.8%	Completed second milestone for Canadian hyperscale projects with new land LOI.
Oct 14	Merger reaffirmation	Positive	+14.9%	Reaffirmed flyExclusive merger commitment despite government shutdown delays.

Pattern Detected

AI-tagged announcements have generally seen positive price reactions, with only the large Moapa data center JV drawing a sharp selloff, suggesting investor sensitivity to capital intensity and structure.

Recent Company History

Recent AI-tagged news for Jet.AI has focused on merger execution with flyExclusive and expansion of AI data-center projects in Canada and Nevada. Events on Oct 14, 2025 and Jan 14, 2026 reiterated commitment to the flyExclusive transaction and drew positive price moves. Canadian data center milestones on Nov 7 and Dec 4, 2025 also saw modest gains, while the capital-intensive 50 MW Moapa JV on Dec 23, 2025 coincided with a sharp decline. Today’s rights plan sits against that backdrop of strategic build-out and governance scrutiny.

Historical Comparison

+1.6% avg move · Across the past five AI-tagged announcements, JTAI showed an average 1.55% move, mostly positive, wi...

AI

+1.6%

Average Historical Move AI

Across the past five AI-tagged announcements, JTAI showed an average 1.55% move, mostly positive, with one sharp selloff on a capital-heavy JV, framing today’s rights plan within an active strategic and M&A narrative.

AI-tagged history shows progression from reaffirming the flyExclusive merger to scaling Canadian hyperscale data centers and adding a 50MW Nevada JV, with today’s rights plan adding a governance layer around potential control shifts.

Regulatory & Risk Context

Active S-3 Shelf · $250 million

Shelf Active

Active S-3 Shelf Registration 2026-01-28

$250 million registered capacity

An effective Form S-3 shelf filed on Jan 28, 2026 allows Jet.AI to issue up to $250 million of various securities for general corporate purposes, including funding AI data-center projects and related activities. Shelf usage count is 0, indicating capacity remains unused in the shelf itself, though an at-the-market program is registered separately under related filings.

Market Pulse Summary

This announcement introduces a limited-duration rights plan that activates at 10% ownership, letting...

Analysis

This announcement introduces a limited-duration rights plan that activates at 10% ownership, letting existing holders buy stock at 2x market value if a hostile acquirer crosses that threshold. It follows fresh 13D/13G filings and an effective $250 million shelf, signaling heightened focus on control and capital flexibility. Investors may watch upcoming SEC filings, any further activist disclosures, and how this interacts with the pending flyExclusive merger and AI data-center buildout.

Key Terms

beneficial ownership, derivative positions, current report on form 8-k, registration statement on form 8-a

4 terms

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.

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. Not financial advice.

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

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.