Jet.AI Announces Final flyExclusive Consideration: flyExclusive to Issue 1,544,575 Additional FLYX Shares
Initial consideration recipients will receive additional FLYX shares, bringing their total consideration to 7,221,468 shares.
Sentiment and the balance of points
Rhea-AI Sentiment reads the wording of the document, how positive or negative its language is on a 1 to 5 scale. The balance of points shown with the takes weighs what the document actually discloses, so the two can disagree, for example when a trial that missed its main goal is described in upbeat language.
Rhea-AI Summary
Jet.AI (JTAI) announced final transaction consideration requiring flyExclusive to issue 1,544,575 additional Class A common shares to initial consideration recipients.
Distribution is expected on or about October 30, 2026, bringing recipients’ total consideration to 7,221,468 FLYX shares, including 5,676,893 shares already issued. The final post-closing purchase price determination follows the previously closed transaction. The additional distribution comprises 1,419,224 shares held in reserve and 125,351 newly issued shares.
Jet.AI intends to explore additional transactions and business opportunities supporting its shift toward high-performance GPU infrastructure and AI cloud services.
How this balance works
Rhea-AI gives every point it takes from this document a weight. Minor counts 1, Moderate 3 and Major 9, so one Major point outweighs several Minor ones. The bar adds up the weights on each side, and when neither side holds more than 65% of the total the balance reads Mixed.
It reads the document as published, with the same rules for every company, and it does not look at what the market expected or at how the stock traded, so a point can be objectively good on a day the stock falls.
Rhea-AI Sentiment measures something else, the tone of the wording.
Hollow bars mark forward-looking points. How the balance works
Positive
- Moderate point. Forward-looking: it has not happened yet and may not happen.Final consideration adds 1,544,575 FLYX shares for initial recipients, with distribution expected on or about October 30, 2026.
- Minor point. Forward-looking: it has not happened yet and may not happen.Jet.AI intends to explore additional transactions and business opportunities supporting its GPU infrastructure and AI cloud focus.
Negative
- None.
Key Figures
- Additional shares
- 1,544,575 shares
- Final flyExclusive consideration issuance
- Total consideration
- 7,221,468 FLYX shares
- Final total, including shares already issued
- Reserve shares released
- 1,419,224 shares
- Released from reserve after final purchase-price determination
- Additional shares issued
- 125,351 shares
- Issued alongside release of reserve shares
Previous AI Reports
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flyExclusive merger closed; initial shares issued and remaining consideration reserved pending final purchase-price determination.
24h Move is the share-price change in the day after each event; other market factors may also have contributed.
AI-generated analysis. How Rhea-AI works. Not financial advice.
Persons who received initial merger consideration will receive the final issuance, bringing their total consideration to 7,221,468 FLYX shares, including the 5,676,893 shares already issued
LAS VEGAS, Oct. 29, 2026 (GLOBE NEWSWIRE) -- Jet.AI Inc. (NASDAQ: JTAI) (“Jet.AI” or the “Company”), an emerging provider of high-performance GPU infrastructure and AI cloud services, today announced the final determination of the post-closing purchase price associated with its previously announced and closed transaction with flyExclusive, Inc. (“flyExclusive”). As a result of this determination, flyExclusive will issue an aggregate of 1,544,575 shares of its Class A common stock to the same persons who received the transaction consideration. No action is required and the additional shares of flyExclusive Class A common stock are expected to be distributed on or about October 30, 2026.
As previously described, persons eligible to receive consideration in connection with the transaction initially received an aggregate of 5,676,893 shares of flyExclusive’s Class A common stock. This represented approximately
This represents a significant milestone for Jet.AI as it pivots from its historical operations to providing high-performance GPU infrastructure and AI cloud services. The Company intends to explore additional strategic transactions and business opportunities that provide stockholder value and support its new focus.
About Jet.AI Inc.
Jet.AI Inc. (NASDAQ: JTAI) is a technology-driven company focused on deploying artificial intelligence tools and high-performance GPU 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.” To learn more, visit www.jet.ai.
Additional Information and Where to Find It
In connection with the transactions contemplated by the Amended and Restated Agreement and Plan of Merger and Reorganization, dated May 6, 2025, between Jet.AI, flyExclusive, FlyX Merger Sub, Inc., and Jet.AI SpinCo, Inc. (as amended, the “Merger Agreement”), flyExclusive has filed a Registration Statement on Form S-4 (File No. 333-284960) (as amended, the “Registration Statement”) to register the shares of flyExclusive common stock that were issued in connection with the merger transaction. The Registration Statement was declared effective on April 30, 2026. Jet.AI and flyExclusive filed a definitive proxy statement and final prospectus, respectively (together, the “Proxy Statement/Prospectus”), with the SEC on May 4, 2026 and they each may file with the SEC other relevant documents concerning the proposed transactions. This communication is not a substitute for the Registration Statement, the Proxy Statement/Prospectus, or any other document that the parties have filed or will file with the SEC, or send to stockholders, in connection with the proposed transactions.
This communication is not a substitute for the Registration Statement, the Proxy Statement, or any other document that the parties have filed or will file with the SEC, or send to stockholders, in connection with the proposed Transactions. Copies of the Registration Statement, Proxy Statement/Prospectus, as well as other filings containing information about the Company, may be obtained, free of charge, at the SEC’s website at www.sec.gov. You can also obtain these documents, free of charge, from the Company by accessing the Company’s website at investors.jet.ai, by directing a request to the Company at 10845 Griffith Peak Drive, Suite 200, Las Vegas, NV 89135, Attention: Board Secretary, or by phone at (702) 747-4000. The information on the Company’s website is not, and shall not be deemed to be, a part of this communication or incorporated into other filings either company makes with the SEC.
No Offer or Solicitation
This communication is for information purposes only and is not intended to and does not constitute, or form part of, an offer, invitation or the solicitation of an offer or invitation to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of any securities, or the solicitation of any vote or approval in any jurisdiction, pursuant to the proposed transactions or otherwise, nor shall there be any sale, issuance or transfer of securities in any jurisdiction in contravention of applicable law. The proposed transactions are expected to be implemented solely pursuant to the legally binding definitive agreement, which contains the material terms and conditions of the proposed transactions. No offer of securities shall be made except by means of a prospectus meeting the requirements of the Securities Act of 1933, as amended, or an exemption therefrom.
Forward-Looking Statements
This press release contains certain statements that may be deemed to be “forward-looking statements” within the meaning of the federal securities laws, including the safe harbor provisions under the Private Securities Litigation Reform Act of 1995, with respect to the products and services offered by Jet.AI and the markets in which it operates, Jet.AI’s projected future results, and Jet.AI’s perception of market conditions, including the expected timing of the issuance of merger consideration and the future business strategy of Jet.AI. Statements that are not historical are forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Forward-looking statements relate to future events or our future performance or future financial condition. These forward-looking statements are not historical facts, but rather are based on current expectations, estimates and projections about our Company, our industry, our beliefs and our assumptions. These forward-looking statements generally are identified by the words “believe,” “project,” “expect,” “anticipate,” “estimate,” “intend,” “strategy,” “future,” “opportunity,” “plan,” “may,” “should,” “will,” “would,” “will be,” “will continue,” “will likely result,” and similar expressions or the negative of these terms or other similar expressions, but the absence of these words does not mean that a statement is not forward-looking. Forward-looking statements are predictions, projections and other statements about future events that are based on current expectations and assumptions and, as a result, are subject to risks and uncertainties that could cause the actual results to differ materially from the expected results, including the failure to satisfy closing conditions and broader market conditions. As a result, caution must be exercised in relying on forward-looking statements, which speak only as of the date they were made. Factors that could cause actual results to differ materially from those expressed or implied in forward-looking statements can be found in the Company’s most recent Annual Report on Form 10-K and subsequent reports filed with the Securities and Exchange Commission. These filings identify and address other important risks and uncertainties that could cause actual events and results to differ materially from those contained in the forward-looking statements. Readers are cautioned not to put undue reliance on forward-looking statements, and Jet.AI assumes no obligation and does not intend to update or revise these forward-looking statements, whether because of new information, future events, or otherwise, except as provided by law.
Investor Relations Contact
Gateway Group, Inc.
949-574-3860
Jet.AI@gateway-grp.com
FAQ
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