Activist investor builds 8.7% Jet.AI (JTAI) stake and opposes flyExclusive deal

Rhea-AI Filing Summary

Vladimir Anatolevich Semenikhin filed an amended Schedule 13D reporting beneficial ownership of 3,950,000 Jet.AI Inc. common shares, or about 8.7% of the company’s outstanding stock, based on 45,478,249 shares outstanding in a recent Form S-3.

He acquired the stake for approximately $1.6 million using personal funds and recent open‑market trades, including large purchases in January 2026 and one sale. He states that he believes Jet.AI shares are materially undervalued and criticizes the company’s stockholder rights plan and continued at‑the‑market equity issuance as overly dilutive and restrictive of shareholder choice. He also expresses opposition to the proposed business combination with flyExclusive and related $3 million management incentives, saying they do not maximize stockholder value. Semenikhin indicates he may pursue actions such as a partial tender offer, seeking changes to equity issuance programs and the rights plan, and potentially seeking board changes through a proxy solicitation, though he has not committed to any specific course.

Insights

Activist investing analyst

Activist holder builds 8.7% Jet.AI stake and signals possible campaign.

Vladimir Semenikhin reports owning 3,950,000 Jet.AI shares, or about 8.7% of outstanding common stock, purchased for roughly $1.6 million using personal funds. He outlines detailed concerns with capital allocation, governance structures, and the flyExclusive business combination.

He views the stockholder rights plan and at‑the‑market equity issuance as jointly dilutive and restrictive of shareholder choice, and states that the proposed flyExclusive deal and related $3 million incentives do not, in his opinion, maximize value. These are opinions attributed directly to the reporting person.

He signals potential actions including a partial tender offer, efforts to suspend equity issuance programs, changes to the rights plan, and possible board changes via proxy solicitation. Actual impact will depend on future steps and on how Jet.AI’s board and other stockholders respond in subsequent periods.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 2)

Jet.AI Inc.

(Name of Issuer)

Common Stock, par value $0.0001 per share

(Title of Class of Securities)

47714H308

(CUSIP Number)

Vladimir A. Semenikhin
Royal Amwaj Crescent Road Palm Jumeirah,
Dubai, C0, 99999
0607934471

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

02/18/2026

(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.,, SUITE 200, 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 for investment purposes because he believes the Shares are materially undervalued relative to the Company assets, prospects and available strategic alternatives. The Reporting Person has reviewed the Company capital allocation practices and governance actions, including the adoption of a stockholder rights plan described by the Company as intended to protect stockholders from coercive or abusive change of control tactics, as well as the Company continued issuance of equity securities pursuant to at the market equity issuance programs. The Reporting Person believes that the continued issuance of equity at prevailing market prices, particularly during periods of heightened volatility, is inconsistent with the stated objectives of such defensive measures. The Reporting Person further believes that the combined effect of the Company stockholder rights plan and its continued issuance of equity securities pursuant to at the market materially restricts stockholder choice. While the rights plan limits the ability of stockholders or third parties to accumulate Shares or present potential change of control proposals that could result in a premium to market prices, the Company has continued to sell Shares into the public market at prevailing prices, which the Reporting Person believes are materially below intrinsic value. In the Reporting Person view, this combination of defensive and dilutive actions has the effect of preventing stockholders from realizing potential takeover premiums while simultaneously increasing the number of outstanding Shares at discounted prices. The Reporting Person has also reviewed the Company announced business combination with flyExclusive, including the recent merger agreement amendments, as well as management compensation and incentive arrangements of $3 million associated with the transaction. Based on this review, the Reporting Person believes that the proposed transaction, as currently structured, does not maximize value for the Company stockholders and that certain incentive and bonus arrangements in connection with the transaction may not be appropriately aligned with long term stockholder interests. Accordingly, the Reporting Person intends to oppose the proposed business combination with flyExclusive and intends to vote the Shares against the transaction if it is submitted to a vote of stockholders. In furtherance of these objectives, the Reporting Person intends to pursue actions designed to provide stockholders with a meaningful alternative to continued dilution and entrenchment, which may include, without limitation: - commencing a tender offer for less than all outstanding shares, structured to comply with any applicable ownership thresholds under the Company stockholder rights plan or similar arrangement, at prices and on terms to be determined, subject to financing and other customary conditions. - seeking the suspension or termination of equity issuance programs, including at the market offerings, that the Reporting Person believes are dilutive to stockholders. - seeking the redemption, removal, or modification of the Company stockholder rights plan or other defensive measures that the Reporting Person believes unduly restrict shareholder choice. - seeking changes to the composition of the Board of Directors, including through a proxy solicitation, to improve alignment with stockholder interests and oversight of capital allocation, compensation and strategic decisions. - exploring other transactions, strategies, or alternatives that the Reporting Person believes may be in the best interests of stockholders. Any such action may be subject to conditions, including market conditions, regulatory requirements, financing considerations and the actions or responses of the Company and its Board of Directors. The Reporting Person has not entered into any agreement or arrangement requiring him to pursue any particular course of action and reserves the right to modify, abandon or pursue any of the foregoing at any time.
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: 0.41 Transaction: 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:	Vladimir Anatolevich Semenikhin
Name/Title:	Vladimir Anatolevich Semenikhin
Date:	02/18/2026

FAQ

What stake in Jet.AI Inc. (JTAI) does Vladimir Semenikhin report?

Vladimir Semenikhin reports beneficial ownership of 3,950,000 Jet.AI common shares, representing about 8.7% of outstanding stock, based on 45,478,249 shares reported in a recent Form S-3. He holds sole voting and dispositive power over these shares.

How much did Vladimir Semenikhin spend to acquire his Jet.AI (JTAI) shares?

He states the aggregate purchase price for his Jet.AI shares was approximately $1.6 million, funded entirely from personal resources. This included cash from dividends and distributions from entities he owns or controls, with no borrowings from third parties used for the purchases.

Why does Vladimir Semenikhin say he invested in Jet.AI (JTAI)?

Semenikhin says he acquired Jet.AI shares for investment because he believes they are materially undervalued relative to the company’s assets, prospects and strategic alternatives. He also expresses concerns about dilution and governance, including the stockholder rights plan and ongoing at-the-market equity issuances.

What is Vladimir Semenikhin’s view on Jet.AI’s business combination with flyExclusive?

He states that, in his view, the proposed business combination with flyExclusive, including amended terms and $3 million of related management incentives, does not maximize value for stockholders. He intends to oppose the deal and to vote his shares against it if submitted for stockholder approval.

What actions might Vladimir Semenikhin consider taking regarding Jet.AI (JTAI)?

He outlines potential actions such as a tender offer for less than all outstanding shares, seeking suspension of at-the-market equity offerings, pursuing changes to the stockholder rights plan, and possibly seeking board changes through a proxy solicitation. He reserves the right to modify or abandon any such plans.

What recent Jet.AI (JTAI) trading activity does Vladimir Semenikhin disclose?

He discloses recent open-market trades, including purchases on January 13 and 14, 2026 of 1,774,000 and 1,790,016 shares, respectively, and a 164,016-share sale on January 15, 2026. He also reports a 550,000-share purchase on February 2, 2026 at $0.18 per share.