Jet.AI (JTAI) investor flags dilution and merger-vote concerns

Rhea-AI Filing Summary

Jet.AI Inc. stockholder Vladimir A. Semenikhin reports beneficial ownership of 4,450,000 common shares, representing about 3.7% of the company based on 119,209,666 shares outstanding as of March 6, 2026. He acquired the stake for approximately $1.65 million using personal funds.

Semenikhin expresses concern about what he views as material dilution from recent equity issuance, especially ahead of a proposed merger vote, and questions whether Jet.AI’s capital allocation and financing practices align with long-term stockholder interests. He indicates he may consider further engagement with the board, management, other stockholders, or other actions available to stockholders.

Insights

Governance and activism analyst

Investor with a 3.7% stake raises dilution and governance concerns at Jet.AI.

Vladimir A. Semenikhin reports owning 3.7% of Jet.AI, or 4,450,000 shares, purchased for about $1.65 million from personal funds. This is a meaningful but non‑controlling position that can still support active engagement with management and the board.

He highlights a substantial increase in shares outstanding to 119,209,666 as of March 6, 2026, characterizing it as material dilution. His statement questions whether recent financing and equity issuance, particularly ahead of a proposed merger vote, are consistent with stated goals of fair stockholder treatment and long-term value.

Semenikhin indicates he is monitoring Jet.AI’s capital structure, governance practices, and pending strategic transactions and may pursue further engagement or other stockholder actions. The eventual impact depends on how Jet.AI’s board responds and whether other investors share these concerns, which may emerge in future company communications or meeting outcomes.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 4)

Jet.AI Inc.

(Name of Issuer)

Common Stock, par value $0.0001 per share

(Title of Class of Securities)

(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)

03/17/2026

(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).

schemaVersion:

SCHEDULE 13D

CUSIP No.

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 4,450,000.00
8	Shared Voting Power 4,450,000.00
9	Sole Dispositive Power 4,450,000.00
10	Shared Dispositive Power 4,450,000.00

11

Aggregate amount beneficially owned by each reporting person

4,450,000.00

12

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

13

Percent of class represented by amount in Row (11)

3.7 %

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 $1.65 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 continues to monitor developments relating to the Issuer capital structure, financing activities, governance practices, and pending strategic transactions. Since the filing of the prior amendment, the Issuer has disclosed in its Annual Report on Form 10-K that, as of March 6, 2026, 119,209,666 shares of common stock were issued and outstanding, representing a substantial increase in the Issuer outstanding share count over a relatively short period of time compared with prior publicly disclosed levels. The Reporting Person believes that such material dilution raises significant questions regarding capital allocation, stockholder treatment, and whether current financing practices are aligned with the long-term interests of stockholders. The Reporting Person further notes that such dilution is occurring in advance of an expected stockholder vote relating to the Issuer proposed merger transaction, thereby materially altering the ownership percentages and voting power of existing stockholders in proximity to a matter of significant corporate importance. The Reporting Person believes that the magnitude and timing of such equity issuance warrant careful consideration by the Issuer Board of Directors and stockholders, particularly in light of the Issuer previously stated rationale for adopting its stockholder rights plan, including assuring fair and equal treatment of stockholders and protecting long-term stockholder interests. The Reporting Person further notes that such dilution has materially affected the relative ownership position of existing stockholders, including long-term holders, without corresponding evidence that such capital deployment has yet produced any stockholder value. The Reporting Person continues to evaluate the implications of these developments for the Issuer governance, financing policies, Board composition, and strategic direction, including whether further engagement with the Issuer Board of Directors, management, legal counsel, other stockholders, or other actions available to stockholders may be appropriate.
Item 5.	Interest in Securities of the Issuer
(a)	The Reporting Person beneficially owns 4450000 shares of common stock of the Issuer, representing approximately 3.7% of the outstanding shares of common stock of the Issuer, based on 119209666 shares outstanding as reported in the Issuer's Form 10-K filled on March 6th 2026.
(b)	The Reporting Person has sole voting power and sole dispositive power with respect to 4450000 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 Date: 25/02/26 Number of Shares: 500.000 Price per Share: 0.11 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:	03/17/2026

FAQ

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

Vladimir A. Semenikhin reports beneficial ownership of 4,450,000 Jet.AI common shares, representing about 3.7% of the company. This percentage is based on 119,209,666 shares outstanding, as disclosed in Jet.AI’s Form 10-K dated March 6, 2026.

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

Semenikhin states the aggregate purchase price of his Jet.AI shares was approximately $1.65 million. He funded the purchases with his personal funds, including cash from dividends and distributions from entities he owns or controls, without borrowing from third parties.

What concerns does the Jet.AI (JTAI) stockholder raise about dilution and financing?

Semenikhin believes a substantial increase in Jet.AI’s outstanding shares has caused material dilution. He questions whether recent equity issuance and financing practices align with long-term stockholder interests, capital allocation discipline, and the company’s stated rationale for adopting its stockholder rights plan.

How does share dilution relate to the proposed Jet.AI (JTAI) merger vote?

The investor notes that significant dilution has occurred ahead of an expected stockholder vote on Jet.AI’s proposed merger. He argues this materially alters ownership percentages and voting power of existing stockholders in proximity to a major corporate decision, warranting careful consideration by the board.

What future actions might the Jet.AI (JTAI) investor consider taking?

Semenikhin says he is evaluating implications for Jet.AI’s governance, financing policies, board composition, and strategic direction. He may consider further engagement with the board, management, legal counsel, other stockholders, or other actions available to stockholders based on how developments evolve.

Did Vladimir A. Semenikhin use leverage to build his Jet.AI (JTAI) position?

He reports that no funds were borrowed or obtained from any third party to acquire the Jet.AI shares. The purchases were funded entirely from his personal resources, including cash from dividends and distributions from entities he owns or controls.