Jet.AI Provides Capital Structure and Strategic Update in Connection with Merger Agreement Amendment

Rhea-AI Summary

Jet.AI (Nasdaq: JTAI) announced an amendment to its merger agreement with flyExclusive executed February 11, 2026, removing a closing condition that required a new $50 million preferred-stock financing and related warrant issuance.

The company said it now has sufficient positive net working capital to meet the merger's minimum cash closing condition, has no preferred stock outstanding, and will not proceed with the $50 million financing; flyExclusive consented to limited M&A flexibility that would close only after the proposed merger. The transaction remains subject to customary closing conditions and may not be consummated.

Positive

• Confirmed sufficient positive net working capital to meet merger cash requirement
• Eliminated need for a $50 million preferred-stock financing and associated warrant issuance
• No preferred stock outstanding, simplifying capital structure
• flyExclusive consented to limited M&A flexibility conditioned to post-merger close

Negative

• Proposed merger remains subject to customary closing conditions and may not close
• Cancellation of the third‑party $50 million financing reduces external liquidity optionality

Key Figures

Eliminated warrant size: $50 million Cancelled financing: $50 million Shelf capacity: $250 million +5 more

8 metrics

Eliminated warrant size $50 million Previously contemplated warrant-linked preferred stock financing tied to merger closing

Cancelled financing $50 million Third-party financing no longer pursued given improved capital position

Shelf capacity $250 million Mixed shelf registration on Form S-3 filed 2026-01-28

ATM program size $35,063,257 ATM common stock offering via Maxim Group under 424B5

Data-center JV commitment $20 million Potential contribution to Convergence Compute LLC for Canadian projects

Cash balance $9 million Cash cited in 2026 shareholder letter

Planned 2026 capital needs $6.1 million Capital requirements outlined in 2026 shareholder letter

AIIA IPO size $138 million Upsized AI Infrastructure Acquisition Corp IPO on Oct 6, 2025

Market Reality Check

Price: $0.1404 Vol: Volume 19,159,667 is belo...

low vol

$0.1404 Last Close

Volume Volume 19,159,667 is below the 20-day average of 49,860,182 (relative volume 0.38x). low

Technical Shares trade below the 200-day MA at 2.66, reflecting sustained technical weakness.

Peers on Argus

Peer momentum is mixed, with one stock in the group up and one down, while JTAI ...

1 Up 1 Down

Peer momentum is mixed, with one stock in the group up and one down, while JTAI was down 4.42%, pointing to stock-specific dynamics rather than a coordinated sector move.

Previous Acquisition,AI Reports

4 past events · Latest: Nov 19 (Positive)

Same Type Pattern 4 events

Date	Event	Sentiment	Move	Catalyst
Nov 19	AIIA bell ceremony	Positive	-2.4%	AIIA NYSE Opening Bell and recap of Jet.AI’s ownership interests.
Oct 07	AIIA IPO closing	Positive	-5.2%	Upsized AIIA IPO and addition of about $20M in book equity value.
Feb 14	flyExclusive deal terms	Positive	+133.7%	Definitive agreement for flyExclusive to acquire Jet.AI aviation business.
Feb 14	flyExclusive acquisition detail	Positive	+133.7%	Further detail on all‑stock flyExclusive transaction and net cash premium.

Pattern Detected

Acquisition/AI headlines have produced volatile reactions, with some sharply positive spikes and several negative responses despite strategic updates.

Recent Company History

Over the past year, Jet.AI’s acquisition/AI news has centered on building its AI infrastructure presence through AI Infrastructure Acquisition Corp and related transactions. On Oct 3, 2025, an upsized IPO for AIIA added an expected $20 million in book equity, yet shares fell. A November NYSE bell event tied to AIIA also saw a modest decline. By Feb 14, 2025, definitive agreements for flyExclusive to acquire Jet.AI’s aviation business triggered strong double‑digit gains, underscoring how major transaction milestones can drive outsized stock moves.

Historical Comparison

acquisition,AI

+65.0 %

Average Historical Move

Historical Analysis

Past acquisition/AI updates for JTAI saw an average move of 64.96%, showing that transaction-related headlines have historically driven outsized volatility versus ordinary news.

Typical Pattern

Same-tag events trace a shift from announcing the flyExclusive aviation acquisition to monetizing AI Infrastructure Acquisition Corp via its IPO and NYSE presence, reinforcing Jet.AI’s pivot toward AI and infrastructure-focused transactions.

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 2026-01-28 permits Jet.AI to issue up to $250 million in various securities over time, providing substantial financing flexibility for data center projects, AI infrastructure, operations, and potential acquisitions.

Market Pulse Summary

This announcement clarified Jet.AI’s capital structure before the flyExclusive closing by removing a...

Analysis

This announcement clarified Jet.AI’s capital structure before the flyExclusive closing by removing a contingent $50 million preferred financing, confirming sufficient cash to meet merger conditions, and stating it has no preferred stock outstanding. It also adds post-closing M&A flexibility. Set against an effective $250 million shelf and prior ATM capacity, key watchpoints include future security issuance under the shelf, merger progress, and how added deal flexibility is deployed.

Key Terms

securities purchase agreement, warrant, preferred stock, merger agreement, +4 more

8 terms

securities purchase agreement financial

"required the Company to execute a new securities purchase agreement with a third-party investor"

A securities purchase agreement is a written contract between a buyer and a seller outlining the terms for buying or selling financial assets such as stocks or bonds. It specifies details like the price, quantity, and conditions of the transaction, similar to a shopping list with agreed-upon terms. For investors, it provides clarity and legal protection when transferring ownership of these financial instruments.

warrant financial

"the Company would have issued the investor a warrant to purchase up to $50 million"

A warrant is a time-limited financial contract that gives its holder the right to buy a company's shares at a set price before a specified date, like a coupon that lets you purchase stock at a fixed discount for a limited time. It matters to investors because warrants offer leveraged exposure to a stock’s upside and can dilute existing shareholders if exercised, so they affect potential gains and the company’s outstanding share count.

preferred stock financial

"purchase up to $50 million worth of shares of a newly-designated series of preferred stock"

Preferred stock is a type of ownership in a company that typically offers investors higher and more consistent dividend payments than common stock. Unlike regular shares, preferred stock usually doesn’t come with voting rights but provides a priority claim on the company’s assets and profits, making it a more stable and predictable investment option. This makes preferred stock attractive to those seeking steady income with lower risk.

merger agreement regulatory

"to its previously announced Amended and Restated Agreement and Plan of Merger and Reorganization (the “Merger Agreement”)"

A merger agreement is a binding contract that lays out the exact terms for two companies to combine, including the price, what each side will deliver, and the conditions that must be met before the deal is completed. Investors care because it sets the timetable, payouts and risks — like a blueprint or prenup that shows whether the deal is likely to close, how ownership will change, and what could cancel or alter the payout they expect.

shelf registration statement regulatory

"filed a mixed shelf registration statement allowing it to offer up to $250 million"

A shelf registration statement is a document a company files with regulators that allows it to sell shares or bonds quickly when it’s a good time to raise money. It’s like having a pre-approved plan ready so the company can act fast without going through lengthy paperwork each time they want to sell, making fundraising more flexible.

prospectus supplement regulatory

"filed a prospectus supplement to its existing shelf registration statements on Form S-3"

A prospectus supplement is an additional document provided alongside a company's main offering details, offering updated or extra information about a specific financial product being sold. It helps investors understand the latest terms, risks, and details of the investment, similar to how an update or revision clarifies or expands on original instructions, ensuring they have current and complete information before making a decision.

at-the-market equity program financial

"offering up to $35,063,257 of common stock through an at-the-market equity program"

An at-the-market equity program lets a company sell newly issued shares directly into the open market at the current trading price through a broker, rather than in a single, prearranged block. It provides flexible, on-demand access to cash—like drawing small amounts from a credit line—but increases the number of shares outstanding, which can reduce existing shareholders’ ownership percentage and put downward pressure on the stock price, so investors monitor program size and pacing.

convertible preferred stock financial

"Series B Convertible Preferred Stock, which are convertible into common stock at $1.63 per share"

Convertible preferred stock is a special class of company shares that pays priority, usually fixed, payments to holders and can be exchanged later for a set number of common shares. It matters to investors because it combines steady income and added protection with the chance to share in a company’s upside; think of it as a hybrid between a bond that pays regularly and an option to convert into growth-oriented stock, where the conversion rules influence both potential gains and how much common shareholders’ ownership may be reduced.

AI-generated analysis. Not financial advice.

LAS VEGAS, NV, Feb. 12, 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 updates regarding its capital structure, financing arrangements and strategic flexibility in connection with a newly executed amendment (the “Amendment”) to its previously announced Amended and Restated Agreement and Plan of Merger and Reorganization (the “Merger Agreement”) with flyExclusive, Inc. (NYSE: FLYX) (“flyExclusive”). The Amendment was executed February 11, 2026.

As part of the Amendment, the parties agreed to eliminate the closing condition that would have required the Company to execute a new securities purchase agreement with a third-party investor, pursuant to which the Company would have issued the investor a warrant to purchase up to $50 million worth of shares of a newly-designated series of preferred stock. The Company confirmed that it currently has sufficient positive net working capital on hand to satisfy the minimum cash closing condition required under the Merger Agreement without such a financing arrangement. The Company also confirmed that it no longer has any preferred stock outstanding.

Following mutual discussions, the Company and the third-party investor agreed not to proceed with the $50 million financing previously contemplated in connection with the flyExclusive transaction, which is no longer necessary given the Company’s improved capital position.

Additionally, in connection with the Amendment, flyExclusive has further consented to Jet.AI’s ability to pursue certain additional merger and acquisition opportunities, provided that any such transaction is conditioned upon and would close only after the completion of the proposed merger with flyExclusive.

The proposed transaction with flyExclusive remains subject to the satisfaction or waiver of customary closing conditions, and there can be no assurance that the transaction will be consummated on the terms currently contemplated or at all.

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."

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) (the “Registration Statement”) to register the shares of flyExclusive common stock that will be issued in connection with the proposed transactions. The Registration Statement includes a proxy statement of the Company and a prospectus of flyExclusive (the “Proxy Statement/Prospectus”), and flyExclusive may file with the SEC other relevant documents concerning the proposed transaction. BEFORE MAKING ANY VOTING OR INVESTMENT DECISION, INVESTORS AND STOCKHOLDERS ARE URGED TO READ THE REGISTRATION STATEMENT AND PROXY STATEMENT/PROSPECTUS REGARDING THE PROPOSED TRANSACTIONS AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THOSE DOCUMENTS, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE COMPANY, FLYEXCLUSIVE, AND THE PROPOSED TRANSACTIONS AND RELATED MATTERS.

A copy 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 when they are filed. You will also be able to obtain these documents, when they are filed, free of charge, from the Company by accessing the Company’s website at investors.jet.ai. Copies of the Registration Statement, the Proxy Statement/Prospectus and the filings with the SEC that will be incorporated by reference therein can also be obtained, without charge, 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.

Participants in the Solicitation of Proxies

Jet.AI, flyExclusive, and certain of their respective directors and officers may be deemed participants in the solicitation of proxies from Jet.AI’s stockholders in connection with the proposed transactions. Jet.AI’s stockholders and other interested persons may obtain, without charge, more detailed information regarding the names and interests in the proposed transactions of Jet.AI’s directors and officers in the parties’ filings with the SEC, including Jet.AI’s annual reports on Form 10-K and quarterly reports on Form 10-Q. Information regarding the persons who may, under SEC rules, be deemed participants in the solicitation of proxies to Jet.AI’s stockholders in connection with the proposed transactions and a description of their direct and indirect interests will be included in the definitive proxy statement/prospectus relating to the proposed transactions when it becomes available. Stockholders, potential investors and other interested persons should read the definitive proxy statement/prospectus carefully before making any voting or investment decisions. You may obtain free copies of these documents from the sources indicated above.

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, and 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. 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. 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.

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

FAQ

What change did Jet.AI (JTAI) make to the merger agreement on February 11, 2026?

Jet.AI removed the closing condition requiring a new $50 million preferred-stock financing. According to the company, this amendment eliminates the investor warrant issuance and reflects its improved capital position to satisfy merger cash requirements.

Does Jet.AI (JTAI) still have preferred stock outstanding after the amendment?

No, Jet.AI no longer has any preferred stock outstanding. According to the company, the capital structure has been simplified and the contemplated preferred-series issuance tied to the merger will not proceed.

Why was the $50 million financing with a third-party investor canceled for Jet.AI (JTAI)?

The $50 million financing was canceled because Jet.AI confirmed it has sufficient positive net working capital. According to the company, that improved cash position made the previously contemplated financing unnecessary for meeting the merger closing cash condition.

Can Jet.AI (JTAI) pursue other mergers or acquisitions after the amendment?

Yes, but only conditionally: any additional M&A would close after the proposed merger with flyExclusive. According to the company, flyExclusive consented to limited M&A flexibility conditioned on post-merger completion.

Does the amendment guarantee the merger between Jet.AI (JTAI) and flyExclusive will close?

No, the amendment does not guarantee closing; the transaction remains subject to customary closing conditions. According to the company, there can be no assurance the proposed merger will be consummated on current terms or at all.

How does the amendment affect Jet.AI's (JTAI) near-term liquidity plans?

The amendment removes reliance on external $50 million financing and signals sufficient current liquidity to meet merger cash requirements. According to the company, this reduces near-term external funding needs tied to the flyExclusive transaction.