Jet.AI Inc. (JTAI) reports 1,778-option grant to interim CEO

Rhea-AI Filing Summary

Jet.AI Inc. reported an insider equity award for its executive chairman, interim CEO and director. The filing shows a new stock option grant covering 1,778 shares of common stock at an exercise price of $24.35 per share. The board approved this option on December 26, 2023, subject to stockholder approval of an amendment to the omnibus incentive plan, which stockholders granted on September 24, 2024.

The option vests in equal monthly installments beginning January 26, 2024 and expires on September 24, 2034. The exercise price, option amount and underlying share count reflect a 1-for-225 reverse stock split of Jet.AI’s common stock that became effective on November 12, 2024. After this transaction, the insider beneficially owns 1,778 stock options directly.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

WINSTON MICHAEL D.

(Last) (First) (Middle)

10845 GRIFFITH PEAK DRIVE, SUITE 200

(Street)

LAS VEGAS NV 89135

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Jet.AI Inc. [ JTAI ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Exec. Chairman; Interim CEO

3. Date of Earliest Transaction (Month/Day/Year)
09/24/2024

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Stock Option (Right to Buy)(1)	$24.35	09/24/2024(2)		A		1,778		(3)	09/24/2034	Common Stock, par value $0.0001 per share	1,778	$0	1,778	D

Explanation of Responses:

1. The exercise price, number of derivative securities, and number of underlying shares of common stock, par value $0.0001 per share ("Common Stock"), of Jet.AI Inc. (the "Issuer") reported for this option reflect the 1-for-225 reverse stock split of the Issuer's Common Stock that became effective on November 12, 2024.

2. At the recommendation of the Issuer's Compensation Committee, the Issuer's Board of Directors approved this option grant on December 26, 2023, subject to stockholder approval of an amendment to the omnibus incentive plan under which the option was granted. The Issuer's stockholders approved such amendment on September 24, 2024.

3. This option vests monthly in equal installments beginning on January 26, 2024.

	/s/ Michael D. Winston	12/12/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What insider transaction did Jet.AI (JTAI) report in this filing?

Jet.AI reported that its executive chairman, interim CEO and director received a stock option grant for 1,778 shares of common stock at an exercise price of $24.35 per share.

Who received the Jet.AI (JTAI) stock options and in what roles do they serve?

The stock options were reported by a person who serves as a director and as an officer, holding the titles Executive Chairman and Interim CEO of Jet.AI Inc.

What are the key terms of the Jet.AI (JTAI) stock option grant?

The option covers 1,778 derivative securities exercisable for 1,778 shares of common stock at $24.35 per share, with a stated expiration date of September 24, 2034 and a price of $0 for the option itself.

How does the vesting schedule work for the Jet.AI (JTAI) option grant?

The option vests monthly in equal installments, beginning on January 26, 2024, as described in the footnotes to the transaction.

How did Jet.AI’s reverse stock split affect this option grant?

The filing notes that the exercise price, the number of derivative securities, and the number of underlying common shares for this option reflect a 1-for-225 reverse stock split of Jet.AI’s common stock that became effective on November 12, 2024.

When was the Jet.AI (JTAI) option grant approved by the board and stockholders?

The board approved the option on December 26, 2023, subject to stockholder approval of an amendment to the omnibus incentive plan, and Jet.AI’s stockholders approved that amendment on September 24, 2024.

How many Jet.AI (JTAI) derivative securities does the insider own after this transaction?

Following the reported transaction, the insider beneficially owns 1,778 derivative securities (stock options) directly.