Jet.AI (NASDAQ: JTAI) sets new CEO and CFO pay terms with bonuses

Rhea-AI Filing Summary

Jet.AI Inc. entered into amended and restated employment agreements with Executive Chairman and Interim CEO Michael Winston and Interim CFO George Murnane, effective December 31, 2025, with initial terms running through December 31, 2028 and automatic one-year renewals. Starting January 1, 2026, Winston’s annual base salary will be $425,000 and Murnane’s $300,000, with at least annual cost-of-living increases and potential merit raises.

If Jet.AI completes financings or strategic deals that raise its market capitalization to at least $250 million, Winston’s salary increases to $550,000 and Murnane’s to $425,000, with straight-line adjustments for market caps between $100 million and $250 million. Each executive has a discretionary annual cash bonus targeted at 100% of salary, with up to 40% payable in immediately vested stock, and participation in company equity plans.

Upon a Change of Control, all of their unvested equity becomes fully vested and each receives a $1,500,000 special cash bonus tied to the proposed transactions with flyExclusive, Inc. If terminated without cause or resigning for good reason, each is entitled to three years of salary, three years of target bonuses in cash, continued benefits over that period, and full vesting of equity awards.

Insights

Corporate governance and compensation analyst

Jet.AI locks in rich multi‑year CEO and CFO protections tied to growth and change of control.

Jet.AI has put in place three‑year amended employment agreements for Michael Winston and George Murnane with automatic renewals. Base salaries of $425,000 and $300,000 from January 1, 2026 escalate at least with the Consumer Price Index and can rise further via merit increases. Additional salary step‑ups are linked to the company’s market capitalization reaching between $100 million and $250 million, with maximum base salaries of $550,000 for Winston and $425,000 for Murnane.

Both executives receive target annual bonuses equal to 100% of salary, with up to 40% payable in immediately vested stock, plus broad access to equity incentive plans. The agreements also provide full vesting of equity upon a Change of Control and a special $1,500,000 cash bonus for each executive tied to the anticipated Change of Control from the proposed flyExclusive, Inc. transactions. If either is terminated without cause or resigns for good reason, the package includes three years of salary, three years of target bonuses, continued benefits over that severance period, and full vesting of equity awards, creating substantial contractual protection for current leadership.

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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): December 31, 2025

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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On December 31, 2025, Jet.AI Inc. (the “Company”) entered into amended and restated employment agreements (the “Employment Agreements”) with Michael Winston, the Company’s Executive Chairman and Interim Chief Executive Officer, and George Murnane, the Company’s Interim Chief Financial Officer. The initial term of each Employment Agreement began on December 31, 2025, and will end on December 31, 2028. However, following such date, each Employment Agreement will be automatically renewed for successive additional one-year terms unless the executive or the Company gives written notice of termination on or before the 90th day prior to the automatic renewal date.

Effective January 1, 2026, Mr. Winston will receive an annual base salary of $425,000 and Mr. Murnane will receive an annual base salary of $300,000. During the term of each Employment Agreement, the Company’s board of directors (the “Board”) has the right to increase, but not decrease, each executive’s salary. The Board will increase each executive’s salary beginning on January 1 of each year by an amount at least equal to the product of the executive’s annual salary for the prior calendar year and the increase in the Consumer Price Index for Urban Consumers for such year. Additionally, Mr. Winston and Mr. Murnane will each be eligible for additional annual salary merit increases based on the evaluation of his performance as determined by the Board in its sole discretion.

In the event that the Company completes a financing, or series of financings or strategic transactions, resulting in the Company’s market capitalization reaching at least $250 million, Mr. Winston’s annual base salary will automatically increase to $550,000 and Mr. Murnane’s annual base salary will automatically increase to $425,000 (each, an “Increased Salary”). If the Company’s market capitalization following such financing equals or exceeds $100 million, but is less than $250 million, the executive’s annual base salary will be adjusted on a straight-line prorated basis between the executive’s then-current base salary and the applicable Increased Salary.

Each executive will be eligible for a discretionary annual cash bonus of a target amount equal to 100% of their salary (“Target Bonus Amount”), subject to review and adjustment by the Board. Whether each executive earns any bonus will be dependent upon the executive’s continuous performance of services to the Company through the last date of the applicable performance period and the achievement by the executive and the Company of the applicable performance targets and goals set by the Board or its Compensation Committee. The Board or its Compensation Committee will determine the extent to which each executive and the Company have achieved the performance goals and the amount of the bonus, if any. Any such discretionary bonus could be above or below the Target Bonus Amount and up to 40% of the Target Bonus Amount may be paid in immediately vested stock as determined by the Board or its Compensation Committee.

Mr. Winston and Mr. Murnane are eligible to participate in any equity incentive plan, restricted share plan, share award plan, stock appreciation rights plan, stock option plan or similar plan adopted by the Company on the same terms and conditions applicable to other senior executives. Additionally, in the event of a Change of Control (as defined in the Employment Agreements), any then-unvested outstanding restricted common stock and options previously granted under the Company’s equity incentive plans will become fully vested. Further, Mr. Winston and Mr. Murnane are each entitled to receive a special cash bonus of $1,500,000 upon the effective date of the anticipated Change of Control that will occur as a result of the proposed transactions between the Company and flyExclusive, Inc.

If either Mr. Winston or Mr. Murnane is terminated without Cause or resigns for Good Reason (each as defined in the Employment Agreements), then:

	●	the executive will be entitled to receive, in cash, an amount equal to any earned but unpaid salary owed by the Company to the executive as of the termination date;
	●	the executive will be entitled to receive, in cash, a lump sum of an amount equal to the executive’s salary that would have been payable beginning on the termination date and ending on the third anniversary of the termination date (the “Severance Period”);
	●	the executive will be entitled to receive, in cash, as a one-time lump sum, the Target Bonus Amount for each year during the Severance Period, assuming full achievement of performance targets under and the Company’s long-term and short-term incentive plans;
	●	the executive will be entitled to receive the same monthly insurance and other benefits under his Employment Agreement during the Severance Period; and
	●	all unvested restricted shares, options, and warrants granted to the executive during the term of his Employment Agreement will become fully vested and non-forfeitable as of the termination date.

The foregoing summary of the terms of the Employment Agreements does not purport to be a complete description and is qualified in its entirety by reference to the full text of the Employment Agreements, which are filed as Exhibits 10.1 and 10.2 to this Current Report on Form 8-K and are incorporated by reference herein.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.		Description
10.1		Amended and Restated Employment Agreement, dated December 31, 2025, between Jet.AI Inc. and Michael Winston.
10.2		Amended and Restated Employment Agreement, dated December 31, 2025, between Jet.AI Inc. and George Murnane.
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

January 7, 2026

FAQ

What new employment agreements did Jet.AI (JTAI) approve for its executives?

Jet.AI approved amended and restated employment agreements for Executive Chairman and Interim CEO Michael Winston and Interim CFO George Murnane, effective December 31, 2025, with initial terms through December 31, 2028 and automatic one-year renewals.

What are the new base salaries for Jet.AI’s CEO and CFO under these agreements?

Effective January 1, 2026, Michael Winston will receive an annual base salary of $425,000, and George Murnane will receive an annual base salary of $300,000, subject to at least annual cost-of-living increases and potential merit raises.

How does Jet.AI tie executive salaries to its market capitalization?

If Jet.AI’s market capitalization reaches at least $250 million following financings or strategic transactions, Winston’s salary automatically increases to $550,000 and Murnane’s to $425,000. For market capitalization between $100 million and $250 million, salaries adjust on a straight-line prorated basis between current levels and those increased amounts.

What bonus opportunities do Jet.AI executives receive under the new agreements?

Each executive is eligible for a discretionary annual cash bonus with a target equal to 100% of salary, based on performance goals set by the board or its compensation committee. Up to 40% of the target bonus may be paid in immediately vested stock, at the board’s discretion.

What happens to Jet.AI executive equity and compensation in a Change of Control?

In a Change of Control, all then-unvested restricted common stock and options previously granted to Winston and Murnane become fully vested. Each is also entitled to receive a special cash bonus of $1,500,000 upon the effective date of the anticipated Change of Control arising from the proposed transactions with flyExclusive, Inc..

What severance protections do Jet.AI executives have if terminated without cause or resign for good reason?

If Winston or Murnane is terminated without cause or resigns for good reason, each is entitled to cash payment of any earned but unpaid salary, a lump sum equal to three years of salary, a lump sum equal to the Target Bonus Amount for each of those three years (assuming full achievement), continued insurance and other benefits during the three-year severance period, and full vesting of all unvested restricted shares, options, and warrants granted during the agreement term.