Investor builds 8.7% Jet.AI (JTAI) stake and explores board and deal options

Rhea-AI Filing Summary

Jet.AI Inc. attracted an activist-style investor who now holds 3,950,000 common shares, or about 8.7% of the company. Vladimir Anatolevich Semenikhin acquired the stake for approximately $1.6 million using personal funds.

He believes Jet.AI shares are materially undervalued and is concerned about ongoing at-the-market equity issuances during periods of significant share price volatility. He also highlights potential misalignment from executive compensation arrangements that may provide cash bonuses of up to $3 million tied to a $13.2 million potential FlyExclusive transaction.

Semenikhin plans to engage with management and the board on capital allocation, equity issuance, compensation, and strategic alternatives, and is evaluating steps such as seeking board representation, proxy solicitation, governance changes, and even a possible tender offer or other transaction involving Jet.AI securities.

Insights

Activist investing analyst

New 8.7% holder signals potential activist campaign at Jet.AI.

Vladimir Semenikhin reports beneficial ownership of 3,950,000 Jet.AI common shares, about 8.7% of the class, purchased for roughly $1.6 million with personal funds. This size and disclosure style resemble an activist position rather than a passive investment.

He argues the stock is materially undervalued and raises concerns about at-the-market equity issuances during significant volatility, as well as executive incentives linked to a $13.2 million potential FlyExclusive transaction with possible bonuses up to $3 million. He suggests these could affect capital allocation and issuance decisions.

The filing states he may seek board representation, communicate with other shareholders, solicit proxies, propose governance and compensation changes, or explore a tender offer or other transaction. Actual impact will depend on future steps and responses from Jet.AI’s board and other shareholders, as described in the disclosure.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 1)

Jet.AI Inc.

(Name of Issuer)

Common Stock, par value $0.0001 per share

(Title of Class of Securities)

47714H308

(CUSIP Number)

Vladimir Anatolevich Semenikhi
Royal Amwaj Crescent Road Palm Jumeirah,
Dubai, C0, 99999
0607934471

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

02/05/2026

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

SCHEDULE 13D

CUSIP No. 47714H308

1

Name of reporting person

Semenikhin Vladimir Anatolevich

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

PF

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

MALTA

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 3,950,000.00
8	Shared Voting Power 3,950,000.00
9	Sole Dispositive Power 3,950,000.00
10	Shared Dispositive Power 3,950,000.00

11

Aggregate amount beneficially owned by each reporting person

3,950,000.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

8.7 %

14

Type of Reporting Person (See Instructions)

IN

SCHEDULE 13D

Item 1.	Security and Issuer
(a)	Title of Class of Securities: Common Stock, par value $0.0001 per share
(b)	Name of Issuer: Jet.AI Inc.
(c)	Address of Issuer's Principal Executive Offices: 10845 GRIFFITH PEAK DR.,, 10845 GRIFFITH PEAK DR.,, LAS VEGAS, NEVADA , 89135.
Item 2.	Identity and Background
(a)	Vladimir Anatolevich Semenikhin
(b)	Royal Amwaj Crescent Road Palm Jumeirah Dubai UAE
(c)	Director Sello Dorado FZCO DSO IFZA Dubai Digital Park Dubai Silicon Oasis
(d)	No
(e)	No
(f)	Malta
Item 3.	Source and Amount of Funds or Other Consideration
	The aggregate purchase price of the Shares was approximately $1.6 million. The funds used to acquire the Shares were the Reporting Person's personal funds, including cash received from dividends and distributions from entities owned or controlled by the Reporting Person. No funds were borrowed or obtained from any third party in connection with the acquisition of the Shares.
Item 4.	Purpose of Transaction
	The Reporting Person acquired the Shares based on a review of publicly available information and believes that the Shares are materially undervalued. The Reporting Person is concerned that the Issuer is currently conducting equity issuances pursuant to its at the market offering program during a period of significant share price volatility and at prices that, in the Reporting Person view, may not reflect the Issuer intrinsic value, resulting in substantial and potentially irreversible dilution to existing shareholders. The Reporting Person believes that the timing, pricing, and scale of such issuances warrant heightened scrutiny by the Issuer board of directors in light of their impact on shareholder value. The Reporting Person is further concerned that such equity issuances are occurring contemporaneously with the Issuer pursuit of strategic initiatives and executive compensation arrangements that may provide for material cash bonuses of up to $3 million or similar compensation to members of management for a $13.2 million potential transaction with FlyExclusive. The Reporting Person believes that these arrangements may create conflicts of interest that influence capital allocation decisions, including the timing, pricing and structure of equity issuances. The Reporting Person believes that decisions relating to capital allocation, equity issuance and the evaluation of strategic or transactional alternatives should be conducted through a process that appropriately addresses potential conflicts of interests and ensures alignment between management incentives and the long-term interests of shareholders, including through independent oversight by the board of directors. Accordingly, the Reporting Person intends to engage in discussions with the Issuer management and board of directors regarding capital allocation practices, executive compensation arrangements, potential conflicts of interest and strategic alternatives. The Reporting Person is evaluating actions intended to protect and enhance shareholder value, which may include, without limitation, seeking representation on the Issuer board of directors, communicating with other shareholders, soliciting proxies, proposing changes to the Issuer governance or compensation practices and evaluating strategic or transactional alternatives involving the Issuer securities. As part of this evaluation, the Reporting person is actively assessing the potential for a tender offer or other transaction involving the Issuer securities. Such assessment is being conducted in light of, among other factors, the Issuer ongoing equity issuances pursuant to its at the market offering program, the timing and pricing of such issuances during periods of elevated volatility, the Issuer capital allocation practices, management incentive arrangements in connection with strategic initiatives or transactions, and the Reporting Person assessment of the Issuer intrinsic value. Any such tender offer or transaction, if pursued, could be for any amount of the Issuer outstanding securities and may be structured as a partial or full offer, subject to market conditions, financing availability, regulatory considerations, and other factors the Reporting Person deems relevant. The Reporting Person has not determined whether or when to pursue any such transaction and reserves the right to modify, suspend or abandon any such evaluation at any time. The Reporting Person reserves to right to take any actions permitted by law to further these objectives. Any such actions may be subject to change based on market conditions, discussions with the Issuer or other shareholders, financing availability and other factors the Reporting Person deems relevant. Except as described above, the Reporting person does not currently have plans or proposals that would result in any of the actions described in Items 4 a-j of Schedule 13D, but reserves the right to formulate such plans or proposals at any time. The Reporting Person may at any time reevaluate his investment and may acquire additional Shares, dispose of some or all of the Shares, or take other actions as he deems appropriate, depending on market conditions, liquidity needs, and developments relating to the Issuer.
Item 5.	Interest in Securities of the Issuer
(a)	The Reporting Person beneficially owns 3950000 shares of common stock of the Issuer, representing approximately 8.7% of the outstanding shares of common stock of the Issuer, based on 45478249 shares outstanding as reported in the Issuer's Form S-3 filled on 28th January 2026.
(b)	The Reporting Person has sole voting power and sole dispositive power with respect to 3950000 shares.
(c)	The Reporting Person effected the following transactions in the Share during the past 60 days (aggregated by date), all of which were open market transactions: Date: 13/01/26 Number of Shares: 1.774.000 Price per Share: 0.41Transaction: Purchase Date: 14/01/26 Number of Shares: 1.790.016 Price per Share: 0.485 Transaction: Purchase Date: 15/01/26 Number of Shares: 164.016 Price per Share: 0.47 Transaction: Sell Date: 02/02/26 Number of Shares: 550.000 Price per Share: 0.18 Transaction: Purchase
(d)	No person other than the Reporting Person has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Shares.
(e)	Not applicable.
Item 6.	Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer
	The Reporting Person is not a party to any contracts, arrangements, understandings or relationships with respect to any securities of the Issuer, including but not limited to transfer or voting of any of the securities of the Issuer, finder's fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or losses, or the giving or withholding of proxies.
Item 7.	Material to be Filed as Exhibits.
	None

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Semenikhin Vladimir Anatolevich

Signature:	Semenikhin Vladimir Anatolevich
Name/Title:	Semenikhin Vladimir Anatolevich
Date:	02/06/2026

FAQ

How much of Jet.AI (JTAI) stock does Vladimir Semenikhin own?

Vladimir Semenikhin beneficially owns 3,950,000 Jet.AI common shares, representing about 8.7% of the outstanding stock. This percentage is based on 45,478,249 shares outstanding, as referenced from Jet.AI’s Form S-3 filed on January 28, 2026.

What did Vladimir Semenikhin pay for his Jet.AI (JTAI) stake?

Semenikhin reports an aggregate purchase price of approximately $1.6 million for his Jet.AI shares. He funded the investment with personal resources, including cash from dividends and distributions from entities he owns or controls, and did not borrow from any third party.

Why does Vladimir Semenikhin believe Jet.AI (JTAI) is undervalued?

He states he acquired Jet.AI shares after reviewing publicly available information and believes they are materially undervalued. His concerns center on equity issuances during periods of significant share price volatility and how capital allocation and incentive structures may affect long-term shareholder value.

What concerns does Semenikhin raise about Jet.AI’s at-the-market equity offering?

Semenikhin is concerned Jet.AI is conducting at-the-market equity issuances during significant share price volatility and at prices he believes may not reflect intrinsic value. He warns this could cause substantial and potentially irreversible dilution to existing shareholders, warranting heightened board scrutiny.

How is Jet.AI management compensation linked to the FlyExclusive transaction?

The filing notes management may receive material cash bonuses of up to $3 million or similar compensation tied to a potential $13.2 million FlyExclusive transaction. Semenikhin believes these arrangements could create conflicts of interest affecting capital allocation and equity issuance decisions.

What actions might Semenikhin take regarding his Jet.AI (JTAI) investment?

He may seek board representation, communicate with other shareholders, solicit proxies, propose governance or compensation changes, and evaluate strategic or transactional alternatives. He is also assessing the potential for a tender offer or other transaction involving Jet.AI securities, without a final decision yet.

Does anyone else share voting or dispositive power over Semenikhin’s Jet.AI shares?

The filing states Semenikhin has sole voting and sole dispositive power over 3,950,000 Jet.AI common shares. It further notes that no person other than Semenikhin has rights to receive dividends or proceeds from sales of these shares.