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. 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.
Jet.AI Inc. reported that it has withdrawn a previously filed registration statement for a proposed public offering of its common stock. The company filed the registration statement on December 1, 2025 and decided to withdraw it due to "changed circumstances" since that filing. No securities were sold, and the registration statement was never declared effective by the SEC. Jet.AI states that it does not intend to pursue the public offering that had been contemplated.
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.
Jet.AI Inc. reported that its chief operating officer and director Patrick McNulty received a stock option grant covering 399 shares of common stock at an exercise price of $24.35 per share.
The option was approved by the board 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 on January 26, 2024 and expires on September 24, 2034. The exercise price and share amounts reflect a 1-for-225 reverse stock split that became effective on November 12, 2024.
Jet.AI Inc. director and interim CFO George Murnane filed an insider report updating his ownership after a reverse stock split and correcting a prior reporting error.
The report explains that a 1-for-225 reverse split of Jet.AI common stock on November 12, 2024 reduced his 11 shares to less than one whole share, which was cashed out, leaving him with no common shares. It also clarifies that 995,754 option shares had previously been mistakenly counted as common stock in an earlier report.
The filing further discloses a stock option to acquire 267 shares of Jet.AI common stock at an exercise price of $24.35 per share, expiring September 24, 2034. The option was approved by the board on December 26, 2023, subject to stockholder approval of an omnibus incentive plan amendment granted on September 24, 2024, and it vests in equal monthly installments beginning January 26, 2024.
Jet.AI Inc. entered into a letter agreement with Hexstone Capital and Ionic Ventures related to an existing Securities Purchase Agreement. Under this agreement, Ionic agreed to refrain from taking certain actions to protect its legal rights connected to a potential transaction using Jet.AI’s Form S-3 registration statement and an underwritten public offering not to exceed $10 million.
In return, Jet.AI agreed to amend the terms of its Series B Convertible Preferred Stock so that each share now converts into common stock at the lower of $1.63 or a formula based on a percentage of the lowest daily volume-weighted average price during a defined trading period, subject to specified adjustments and exclusions. Other rights and preferences of the Series B preferred shares remain unchanged. The amendment to the certificate of designations was filed with the Delaware Secretary of State on December 8, 2025.
Jet.AI Inc. (JTAI) is asking stockholders to approve several major corporate actions at its all-virtual 2025 annual meeting. Stockholders will vote to elect two Class II directors to serve until 2028 and to ratify Hacker Johnson & Smith PA as independent auditor for the year ending December 31, 2025.
The company seeks approval to amend its 2023 Omnibus Incentive Plan so that up to 775,000 shares of common stock, plus additional shares tied to performance share units for executive management, may be issued under the plan. It is also requesting approval of the potential issuance of common shares underlying a Hexstone warrant that could exceed 20% of currently outstanding common stock at a price below the Nasdaq “Minimum Price,” in line with Listing Rule 5635(d).
Jet.AI proposes increasing authorized common shares from 200,000,000 to 1,000,000,000 and granting the Board discretion to implement a reverse stock split between 1-for-2 and 1-for-250. As of November 7, 2025, the company had 3,927,256 shares of common stock outstanding, plus additional voting power from Series B preferred stock on an as-converted basis.
Jet.AI Inc. is launching an at-the-market (“ATM”) offering of up to $3,540,848 of common stock through Maxim Group under an existing equity distribution agreement. Shares may be sold from time to time on Nasdaq or in other permitted transactions, with Maxim earning a 3% commission. If all shares were sold at $1.57, common stock could rise from 4,227,256 shares outstanding as of November 20, 2025 to 6,482,573 shares, diluting existing holders but providing flexible access to capital. Net proceeds are earmarked for working capital, operating expenses, research and development, and potential acquisitions. The filing also highlights a pending spin-off and merger in which Jet.AI’s fractional and jet card business will move to a new subsidiary that merges into flyExclusive, while Jet.AI retains software and IP and intends to focus on artificial intelligence opportunities. In addition, Jet.AI has begun a joint venture with Consensus Core, initially contributing $300,000 toward data center projects and committing up to $20 million tied to future milestones.
Jet.AI Inc. filed its Q3 2025 10-Q, reporting continued losses amid a strategic pivot toward AI data centers. Revenue for the quarter was $1,710,988 with a gross loss of $288,407 and an operating loss of $2,036,197. Net loss was $1,966,049. For the nine months, revenue totaled $7,411,526 with a net loss of $7,520,876.
The company disclosed substantial cash burn: net cash used in operating activities was $8,917,202 for the nine months, ending with cash and equivalents of $3,475,410. Stockholders’ equity was $9,229,013 and total liabilities were $3,663,249. Management highlighted “going concern” uncertainty due to recurring losses and funding needs.
Jet.AI advanced its transition by entering a joint venture and contributing $300,000 toward data center development, with commitments of up to $20,000,000 tied to milestones. It also maintained aviation activities, including a Textron agreement for up to three CJ4 aircraft, with $4,050,000 in deposits. Financing activity included $11,000,000 gross proceeds from Series B preferred warrant exercises and ongoing conversions to common stock.
Jet.AI Inc. amended its merger agreement with flyExclusive, Inc., extending the transaction’s Outside Date from October 31, 2025 to December 31, 2025. All other terms remain unchanged.
The deal structure continues to include a pro rata distribution of Jet.AI SpinCo, Inc. shares to Jet.AI stockholders, followed by the merger of FlyX Merger Sub, Inc. into SpinCo, with SpinCo surviving as a wholly owned subsidiary of flyExclusive. The extension provides additional time to satisfy closing conditions, including stockholder approvals referenced in the transaction materials.