Welcome to our dedicated page for Jet.AI SEC filings (Ticker: JTAI), a comprehensive resource for investors and traders seeking official regulatory documents including 10-K annual reports, 10-Q quarterly earnings, 8-K material events, and insider trading forms.
Jet.AI Inc. filings document material-event disclosures for an operating public company focused on artificial intelligence infrastructure and cloud services. Recent Form 8-K reports cover operating results, data center project updates, a share repurchase program, Nasdaq minimum-bid compliance, and capital-structure changes such as a reverse stock split.
The company's filings also describe material agreements and securities matters, including S-3 equity distribution updates, conversion of Series B convertible preferred stock, a limited-duration stockholder rights agreement, and an equity certificate subscription tracking SpaceX preferred stock. Governance, shareholder-rights, registration-statement, and risk-factor disclosures frame the company's financing capacity and public-company obligations.
Jet.AI Inc. reported compensation decisions tied to its merger-related change of control. Disinterested directors reviewed outstanding Performance Share Unit (PSU) awards and unanimously determined that certain unvested PSUs would not vest as a result of the Merger Transactions closing on July 13, 2026. Because of this decision, approximately 1,621,321 shares of common stock that otherwise would have been issued on full accelerated vesting were not issued, avoiding corresponding dilution for existing stockholders.
On July 15, 2026, the compensation committee, following advice from an independent executive compensation consultant, granted new restricted stock awards under the Jet.AI Inc. 2023 Amended and Restated Omnibus Incentive Plan. These awards cover, in the aggregate, 360,000 shares of common stock, scheduled to vest in full on the first anniversary of the grant date, with potential acceleration upon a defined Change of Control or termination due to death or disability and transfer restrictions until vesting.
Jet.AI Inc. completed a separation and merger on July 13, 2026, carving out its fractional and jet card business into Jet.AI SpinCo and combining SpinCo with flyExclusive. Jet.AI stockholders received one SpinCo share per Jet.AI share, which converted into flyExclusive Class A stock.
At closing, flyExclusive issued 5,676,892 Closing Shares to Jet.AI stockholders, part of total merger consideration of 7,096,115 shares based on an initial purchase price of $16,175,595 including a 115% Applicable Premium Percentage. The remaining Reserve Shares equal 20% of the consideration and will be issued or forfeited depending on the final post‑closing Purchase Price, with potential Additional Merger Consideration Shares if that price is at least $16,225,595.
Jet.AI also signed a non‑binding letter of intent for a $300 million reverse takeover with a private company, implying a combined value of about $320 million and approximately $20 million of stock and cash for Jet.AI shareholders, alongside a planned spin‑off of its data center joint venture and AI Infrastructure Acquisition Corp interest into a separate public company. Pro forma for the separation, Jet.AI reported 2025 revenue of $2.98 million, net income of $10.06 million, and a first‑quarter 2026 net loss of $1.39 million, with $23.23 million of assets and a stockholders’ deficit of $18.41 million as of March 31, 2026.
Jet.AI Inc. Schedule 13G reports that Hexstone Capital LLC and Brendan O'Neil together beneficially hold 180,000 shares of Common Stock, representing 9.37% of the class. The percentage is calculated using 95,411 shares acquired from the issuer on 07/02/2026 and 1,825,791 shares outstanding as of 07/02/2026.
The filing states Hexstone holds the Shares and that Mr. O'Neil, as managing member, may be deemed to beneficially own them; Mr. O'Neil does not directly own the Shares.
Jet.AI Inc. stockholders have approved the proposed transaction with flyExclusive, including a spin-off and merger structure. At the July 2, 2026 reconvened Special Meeting, 778,325 shares of common stock were represented, about 54.7% of the 1,421,721 shares entitled to vote.
Holders cast 768,718 votes for the Merger Proposal, 5,155 against and 4,452 abstaining, satisfying the requirement for approval by a majority of outstanding shares. The deal includes a pro rata distribution of all shares of Jet.AI SpinCo, Inc. common stock at a ratio of one SpinCo share for each Jet.AI share held as of the July 6, 2026 record date.
After the distribution, SpinCo will merge into a subsidiary of flyExclusive, and the distributed SpinCo shares will convert into the right to receive flyExclusive Class A common stock, while investors retain their existing Jet.AI shares. The parties expect to close the transactions on or about July 7, 2026, subject to remaining customary conditions.
Jet.AI Inc. disclosed that its stockholders approved the Merger Proposal to adopt the Amended and Restated Agreement and Plan of Merger and Reorganization with flyExclusive, Inc. at a reconvened special meeting on July 2, 2026. A total of 778,325 shares (approximately 54.7% of outstanding) were represented and the Merger Proposal passed with 768,718 votes in favor, 5,155 against and 4,452 abstentions.
The record date for the pro rata Distribution of Jet.AI SpinCo, Inc. common stock is July 6, 2026, at a ratio of one share of SpinCo common stock for each share of Jet.AI common stock. Upon completion of the Merger, distributed SpinCo shares will convert into the right to receive flyExclusive Class A common stock. The parties expect the Transactions to close on or about July 7, 2026, subject to satisfaction or waiver of remaining closing conditions.
Jet.AI Inc. convened and twice adjourned a special stockholder meeting to vote on a Merger Agreement with flyExclusive, Inc. The company reported 1,421,721 shares outstanding as of May 8, 2026. At the June 11 meeting 486,285 shares (34.2%) were represented; at reconvened June 23 meeting 688,430 shares (48.4%) were represented. Although ~99.0% of votes cast before the reconvened meeting favored the Transactions, the company adjourned again to solicit additional proxies and rescheduled the Distribution record date to July 6, 2026. The Distribution and Merger remain subject to stockholder approval and customary closing conditions.
Jet.AI Inc. has again adjourned its special stockholder meeting to vote on its proposed merger and spin-off transaction with flyExclusive. The meeting, first convened on June 11, 2026 and reconvened on June 23, 2026, will now resume on July 2, 2026.
As of the May 8, 2026 record date, 1,421,721 common shares were outstanding and entitled to vote. At the June 23 session, 688,430 shares, or about 48.4% of eligible shares, were represented, and roughly 99.0% of votes cast supported the transaction. The company says it is within 2.1%, or 29,594 shares, of the majority of outstanding shares needed for approval.
In connection with the second adjournment, Jet.AI changed the record date for the planned distribution of Jet.AI SpinCo, Inc. shares from June 25, 2026 to July 6, 2026. If stockholders approve the transactions and closing conditions are met or waived, stockholders of record on July 6, 2026 are expected to receive all SpinCo shares pro rata, which will then convert into the right to receive flyExclusive Class A common stock upon completion of the merger, subject to the Merger Agreement terms.
Jet.AI, Inc. adjourned its special meeting of stockholders to 4:00 p.m. Eastern Time on June 23, 2026 so it can seek approval of the Merger Agreement and Spinoff Agreement; approximately 34.2% of the 1,421,721 shares outstanding as of May 8, 2026 were represented at the meeting. The company changed the record date for the planned SpinCo distribution from June 15, 2026 to June 25, 2026, and holders of record on June 25, 2026 will be entitled to receive SpinCo shares that will convert into rights to receive flyExclusive Class A common stock upon completion of the merger. The distribution and merger remain subject to stockholder approval and customary closing conditions.
Jet.AI Inc. convened but then adjourned its special stockholder meeting on the flyExclusive merger and Jet.AI SpinCo spinoff because too few shares were represented to reach the required majority of all outstanding shares. Of 1,421,721 shares eligible to vote as of May 8, 2026, 486,285 shares (about 34.2%) were present, and roughly 99% of those votes supported the merger and spinoff proposals.
The meeting is scheduled to reconvene virtually on June 23, 2026 at 4:00 p.m. Eastern Time. Jet.AI also moved the record date for the planned distribution of SpinCo shares under the Spinoff Agreement from June 15, 2026 to June 25, 2026. Stockholders of record on June 25, 2026 are expected to receive all outstanding SpinCo shares immediately before SpinCo merges with a flyExclusive subsidiary, after which those SpinCo shares will convert into rights to receive flyExclusive Class A common stock, subject to stockholder approval and customary closing conditions.
Jet.AI Inc. reported first quarter 2026 revenue of $1.68 million, down from $3.47 million a year earlier, and a net loss of $2.68 million versus $3.17 million. Cash rose to about $13.5 million with no debt, supported by $19.8 million of common stock sale proceeds.
The company highlighted a proposed merger with flyExclusive, with the related Form S-4 declared effective and a stockholder vote set for June 11, 2026. It also emphasized data center joint venture milestones, a $5 million economic interest in SpaceX-related entities, and ownership of AI Infrastructure Acquisition Corp. valued around $17.23 million.
Jet.AI’s board approved a $5 million share repurchase authorization. The firm amended employment agreements for its executive chairman and interim CFO, extending post-termination non-compete and non-solicitation periods to two years and adding expanded clawback provisions for incentive-based compensation.