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Jet.AI (JTAI) adds $5M share repurchase as hyperscale JV hits key power milestones

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8-K

Rhea-AI Filing Summary

Jet.AI Inc. reported that its board of directors authorized a share repurchase program of up to $5 million of common stock, available for buybacks through December 31, 2026. Repurchases may occur at the company’s discretion via open-market purchases, negotiated deals, block trades, accelerated repurchases, or trading plans, and the program can be modified or suspended at any time.

The company also announced completion of the third set of milestones for Midwestern and Maritime hyperscale data center campuses operated by its Convergence Compute LLC joint venture. Achievements include a transmission power load study application, natural gas supply confirmation for up to six turbines at the Midwestern campus, a letter of intent to source hydro and wind power for the Maritime campus, and assignment of related property lease rights to the joint venture.

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Insights

Jet.AI adds a $5M buyback while advancing data center power milestones.

Jet.AI’s board approved a share repurchase program of up to $5.0 million in common stock, available through December 31, 2026. Purchases may be executed via open-market trades, private transactions, block trades, accelerated repurchases, or 10b5-1 trading plans at management’s discretion.

This framework gives Jet.AI optionality to return capital when it views the stock as undervalued, without a commitment to repurchase a fixed amount. Actual impact on share count depends on future pricing and management’s use of the authorization relative to other funding needs.

Operationally, the joint venture Convergence Compute LLC completed its third milestone set for Midwestern and Maritime hyperscale data center campuses, including a transmission power load study, natural gas supply confirmation for up to six turbines, and a letter of intent for hydro and proposed wind power. These steps focus on securing power and site rights, which are critical prerequisites for large-scale GPU and AI infrastructure deployments.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

Pursuant to Section 13 or 15 (d) of The Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported): March 12, 2026

 

Jet.AI Inc.

(Exact Name of Registrant as Specified in its Charter)

 

Delaware   001-40725   93-2971741
(State or other jurisdiction   (Commission   (I.R.S. Employer
of incorporation or organization)   File Number)   Identification No.)

 

10845 Griffith Peak Dr.

Suite 200

Las Vegas, NV 89135

(Address of principal executive offices)

 

(Registrant’s telephone number, including area code) (702) 747-4000

 

None

(Former name or former address, if changed since last report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2.below):

 

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
   
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
   
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
   
Pre-commencement communications pursuant to Rule 13e-4 (c) under the Exchange Act (17 CFR 240.13e-4 (c))

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class:   Trading Symbol   Name of each exchange on which registered:
Common Stock, par value $0.0001 per share   JTAI   The Nasdaq Stock Market LLC

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

 

Emerging growth company

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

 

 

 

 

 

 

Item 8.01 Other Events.

 

On March 12, 2026, the board of directors of Jet.AI Inc. (the “Company”) authorized and approved a share repurchase program. Under the share repurchase program, the Company may repurchase up to $5 million in value of the Company’s outstanding shares of common stock from time to time through December 31, 2026. The Company may buy back its common stock from time to time, in amounts, at prices, and at such times as the Company deems appropriate, subject to market conditions, pursuant to Rule 10b-18 of the Securities Exchange Act of 1934, as amended, and federal and state laws governing such transactions, through a variety of methods, which may include open market purchases, privately negotiated transactions, block trades, accelerated share repurchase transactions, purchases through 10b-18 trading plans, or by any combination of such methods. The share repurchase program does not oblige the Company to acquire any specific number of shares and may be modified, discontinued, or suspended at any time.

 

On March 16, 2026, the Company issued a press release announcing the completion of the third set of milestones for the Midwestern and Maritime hyperscale data center campuses operated by their joint venture, Convergence Compute LLC. A copy of the press release is attached to this Current Report on Form 8-K as Exhibit 99.1 and is incorporated herein by reference.

 

On March 17, 2026, the Company issued a press release announcing the authorization of the share repurchase program. A copy of the press release is attached to this Current Report on Form 8-K as Exhibit 99.2 and is incorporated herein by reference.

 

Forward Looking Statements

 

This Current Report on Form 8-K contains certain statements that may be deemed to be “forward-looking statements” within the federal securities laws, including the safe harbor provisions under the Private Securities Litigation Reform Act of 1995. Statements that are not historical are forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. 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. Such forward-looking statements include, but are not limited to, statements regarding our management team’s expectations, hopes, beliefs, intentions or strategies regarding the future. In addition, any statements that refer to projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements. In some cases, you can identify forward-looking statements by the following words: “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “ongoing,” “plan,” “potential,” “predict,” “project,” “should,” 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 subject to a number of risks and uncertainties (some of which are beyond our control) that may cause actual results or performance to be materially different from those expressed or implied by such forward-looking statements. Accordingly, readers should not place undue reliance on any forward-looking statements. These risks include risks relating to agreements with third parties; our ability to obtain necessary stockholder approvals and the possibility that any proposed transactions do not close when expected or at all because any required approvals or other conditions to closing are not received or satisfied on a timely basis or at all; our ability to raise funding in the future, as needed, and the terms of such funding, including potential dilution caused thereby; our ability to continue as a going concern; security interests under certain of our credit arrangements; our ability to maintain the listing of our common stock on the Nasdaq Stock Market LLC; claims relating to alleged violations of intellectual property rights of others; the outcome of any current legal proceedings or future legal proceedings that may be instituted against us; unanticipated difficulties or expenditures relating to our business plan; and those risks detailed in our most recent Annual Report on Form 10-K and subsequent reports filed with the SEC.

 

Forward-looking statements speak only as of the date they are made. The Company undertakes no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise that occur after that date, except as otherwise provided by law.

 

 

 

 

Item 9.01. Financial Statements and Exhibits.

 

(d) Exhibits.

 

Exhibit No.   Description
     
99.1   Press Release, dated March 16, 2026.
     
99.2   Press Release, dated March 17, 2026.
     
104   Cover Page Interactive Data File (embedded within the Inline XBRL document).

 

 

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

  JET.AI INC.
     
  By: /s/ George Murnane
    George Murnane
    Interim Chief Financial Officer

 

March 18, 2026

 

 

 

 

Exhibit 99.1

 

 

Powered Land: Jet.AI and Consensus Core Complete Milestone Three of Canadian Hyperscale Data Center Projects

 

Las Vegas, NV, March 16, 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, and Consensus Core Technologies Inc. (“Consensus Core”), today announced the completion of the third set of milestones for the Midwestern and Maritime hyperscale data center campuses operated by their joint venture, Convergence Compute LLC (“Convergence Compute”).

 

The completed milestones for the Midwestern campus include:

 

  Submission of a Transmission Power Load Study Application by Convergence Compute
     
  Natural gas supply confirmation for up to six turbines at the Midwestern campus

 

The completed milestones for the Maritime campus include:

 

  Executed letter of intent for Convergence Compute to acquire power from hydro and the producer’s proposed wind farm for use by the Maritime campus
     
  Assignment of all of Consensus Core’s rights to lease the Maritime project property to Convergence Compute

 

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 Capital Market of the Nasdaq Stock Market LLC under the ticker symbol “JTAI”.

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

 

 

 

 

 

 

Exhibit 99.2

 

 

Jet.AI Authorizes $5.0 Million Share Repurchase Program

 

Las Vegas, NV, March 17, 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, announced today that its Board of Directors has approved a share repurchase program authorizing the Company to repurchase up to $5.0 million of its common stock.

 

“With the Midwestern project now supported by a clear natural gas power supply pathway and the completion of all remaining Milestone 3 objectives announced yesterday, we have authorized a $5 million share repurchase program,” said Mike Winston, Founder and Executive Chairman of Jet.AI. “This decision reflects our commitment to disciplined, flexible capital allocation. Repurchases will be considered when we believe the market price meaningfully understates intrinsic value and when buybacks compete favorably relative to other uses of capital. When executed thoughtfully, buybacks allow continuing shareholders to increase their ownership in the Company’s underlying assets, improve per-share economics over time, and signal management’s confidence in the long-term value of the business, while still preserving the financial flexibility needed to pursue attractive opportunities as they arise.”

 

Under the stock repurchase program, the Company may buy back its common stock from time to time, in amounts, at prices, and at such times as the Company deems appropriate, subject to market conditions, pursuant to Rule 10b5-1 of the Securities Exchange Act of 1934, as amended, and federal and state laws governing such transactions, through a variety of methods, which may include open market purchases, privately negotiated transactions, block trades, accelerated share repurchase transactions, purchases through 10b5-1 trading plans, or by any combination of such methods. The repurchase program does not oblige the Company to acquire any specific number of shares and may be modified, discontinued, or suspended at any time.

 

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 Capital Market of the Nasdaq Stock Market LLC under the ticker symbol “JTAI”.

 

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, as amended. 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 did Jet.AI (JTAI) announce about its share repurchase program?

Jet.AI’s board approved a share repurchase program for up to $5 million of common stock. The company may buy shares through December 31, 2026 via open-market purchases, private deals, block trades, accelerated repurchases, or 10b5-1 trading plans, at its discretion.

How flexible is Jet.AI’s $5 million stock buyback authorization?

The Jet.AI buyback authorization is fully discretionary and does not require purchasing any specific number of shares. The company may modify, discontinue, or suspend repurchases at any time, depending on market conditions, alternative capital uses, and its views on the stock’s intrinsic value.

What milestones were completed for Jet.AI’s Convergence Compute data center projects?

The joint venture completed its third set of milestones for Midwestern and Maritime hyperscale campuses. Key items include a transmission power load study application, natural gas supply confirmation for up to six turbines, a hydro and wind power letter of intent, and assignment of Maritime property lease rights.

How does Jet.AI describe the purpose of its share repurchase program?

Jet.AI’s founder and executive chairman highlighted buybacks as part of disciplined, flexible capital allocation. Repurchases will be considered when the market price is seen as below intrinsic value and when buybacks compare favorably with other uses of capital while preserving financial flexibility.

What role does Convergence Compute LLC play in Jet.AI’s strategy?

Convergence Compute LLC, a joint venture of Jet.AI and Consensus Core, operates the Midwestern and Maritime hyperscale data center campuses. Recent milestones focus on power supply and site control, supporting Jet.AI’s positioning as a provider of high-performance GPU infrastructure and AI cloud services.

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Jet.AI Inc.

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