8.7% Jet.AI Inc. (JTAI) stake disclosed by investor in Schedule 13D

Rhea-AI Filing Summary

Vladimir Anatolevich Semenikhin filed a Schedule 13D reporting beneficial ownership of 3,950,000 Jet.AI Inc. common shares, representing about 8.7% of the company, based on 45,478,249 shares outstanding.

He purchased the stake for approximately $1.6 million using personal funds, including dividends and distributions from entities he owns or controls, with no third-party financing.

Semenikhin states he acquired the shares for investment, believing they may be undervalued relative to Jet.AI’s assets, financial position, and prospects. He may engage with management and the board on capital allocation, financing, governance, and compensation, and is considering potential board representation or other ways to influence strategy.

The filing notes he could, subject to circumstances, consider actions such as a possible tender offer or other transactions involving Jet.AI securities, or change his position by buying more shares or selling some or all of his holdings.

Insights

Activist & governance analyst

New 8.7% investor signals potential activist-style engagement at Jet.AI.

The filing shows Vladimir Semenikhin now owns 3,950,000 Jet.AI shares, about 8.7% of the company, bought for roughly $1.6 million using personal funds. That size stake gives him meaningful influence potential compared with typical public shareholders.

He explicitly cites a belief that Jet.AI shares may be undervalued and mentions possible engagement on capital allocation, financing, governance, and management compensation. He also leaves open options like seeking board representation or exploring a tender offer or other transactions involving Jet.AI securities, though no specific plan or timing is committed.

Investor impact will depend on how discussions with Jet.AI’s management and board evolve and whether any proposed changes emerge from this new 8.7% holder. Future company communications or additional ownership filings would clarify how actively Semenikhin chooses to use this position.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

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.,, 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 based on his belief that the Shares may be undervalued relative to the Issuer's assets, financial position, and prospects. The Reporting Person has reviewed publicly available disclosures by the Issuer and may engage in discussions with the Issuer management and board regarding matters including, among other things, capital allocation, financing activities, corporate governance, and management compensation. The Reporting Person may consider seeking board representation or other means of influencing the Issuer policies and strategic direction. There can be no assurance that any such efforts will be successful, if pursued, and even should representation be achieved that any progress will be achieved on the strategic initiatives above. If the Reporting Person determines that engagement with the Issuer is not productive, he may consider other actions permitted under applicable law, which may include, subject to market conditions, financing, due diligence, and other factors, a possible tender offer or other transaction involving the Issuer securities. 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: 0.41 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:	02/05/2026

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 the company. This percentage is based on 45,478,249 shares outstanding as disclosed in Jet.AI’s Form S-3 filed on January 28, 2026.

How much did Vladimir Semenikhin pay for his Jet.AI (JTAI) shares?

The aggregate purchase price for Semenikhin’s Jet.AI shares was approximately $1.6 million. He used personal funds, including cash from dividends and distributions from entities he owns or controls, and did not borrow from any third party for these purchases.

What are Vladimir Semenikhin’s intentions with his Jet.AI (JTAI) investment?

Semenikhin acquired Jet.AI shares for investment, believing they may be undervalued. He may discuss capital allocation, financing, governance, and compensation with management and the board, and could consider seeking board representation or other ways to influence company strategy.

What future actions could Vladimir Semenikhin take regarding Jet.AI (JTAI) shares?

The filing states Semenikhin may buy more shares, sell some or all holdings, or consider other actions permitted by law. These could include, subject to conditions, a possible tender offer or other transactions involving Jet.AI securities, depending on market and company developments.

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

The filing states Semenikhin has sole voting and sole dispositive power over 3,950,000 Jet.AI shares. It also notes that no other person has the right to receive dividends from, or direct the sale proceeds of, these shares.

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

Semenikhin reported open-market trades within 60 days, including large purchases on January 13 and 14, 2026 at prices around $0.41–$0.485 per share, a smaller sale on January 15, 2026 at $0.47, and a February 2, 2026 purchase at $0.18 per share.