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Jet.AI Inc. reported that Hexstone Capital LLC holds 72,429 shares of common stock, equal to 2.04% of the class, with shared voting and dispositive power. Brendan O’Neil, Hexstone’s managing member, may be deemed to beneficially own the same shares but does not directly own them. The 2.04% figure is based on 3,557,521 shares outstanding as of August 11, 2026. Both reporting persons ceased to beneficially own more than 5% of the outstanding common stock, making this an exit filing for each.
Key Figures
Shares held:72,429 sharesPercent of class:2.04%Shared voting and dispositive power:72,429 shares+1 more
4 metrics
Shares held72,429 sharesHexstone Capital LLC
Percent of class2.04%Reported for each reporting person
Shared voting and dispositive power72,429 sharesReported for each reporting person
Common shares outstanding3,557,521 sharesAs of August 11, 2026
"ceased to be the beneficial owner of more than five percent"
A beneficial owner is the person who ultimately owns or controls a financial asset or property, even if their name isn't directly on official documents. Think of it like someone who secretly holds the keys to a safe deposit box—others may appear to have access, but the true owner is the one who benefits from what's inside. Identifying beneficial owners helps ensure transparency and prevent illegal activities like money laundering or fraud.
shared voting powerregulatory
"Shared Voting Power 72,429.00"
Shared voting power occurs when two or more parties jointly have the right to vote or decide how a block of company shares is cast, like co-owners who must agree before moving a piece of furniture. Investors care because who controls voting rights affects board elections, major corporate decisions and takeover outcomes, and shared control can alter regulatory disclosures and the practical influence any holder has over a company’s direction and value.
shared dispositive powerregulatory
"Shared Dispositive Power 72,429.00"
Rule 13d-3regulatory
"By reason of the provisions of Rule 13d-3"
Rule 13d-3 defines who is treated as the beneficial owner of a company’s shares for U.S. securities disclosure rules — essentially anyone who has the power to vote or direct how shares are voted, or the power to buy or sell them, even if they don’t hold the certificates. For investors this matters because crossing certain ownership thresholds triggers public filing and disclosure obligations and signals potential control or influence, much like having the keys to a car implies you can drive it even if it’s registered to someone else.
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
How many JTAI shares does Hexstone Capital LLC report?
Hexstone Capital LLC reported beneficial ownership of 72,429 shares, equal to 2.04% of Jet.AI’s common stock. The reported percentage is based on 3,557,521 shares outstanding as of August 11, 2026.
Does Brendan O’Neil directly own the reported JTAI shares?
No. Hexstone Capital LLC holds the shares and has shared voting and dispositive power. Brendan O’Neil, Hexstone’s managing member, may be deemed to beneficially own them but does not directly own them.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
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)
47714H407
(CUSIP Number)
09/30/2026
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
Rule 13d-1(b)
Rule 13d-1(c)
Rule 13d-1(d)
schemaVersion:
SCHEDULE 13G
CUSIP Number(s):
47714H407
1
Names of Reporting Persons
Hexstone Capital LLC
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
NEVADA
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
72,429.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
72,429.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
72,429.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
2.0 %
12
Type of Reporting Person (See Instructions)
OO
Comment for Type of Reporting Person: As more fully described in Item 4 of this Amendment No. 1 to Statement on Schedule 13G (this "Amendment No. 1"), the percentage is based on 3,557,521 shares of common stock, par value $0.0001 per share, of the issuer (the "Common Stock") outstanding as of August 11, 2026, as disclosed in the issuer's Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2026, filed with the U.S. Securities and Exchange Commission (the "SEC") on August 14, 2026 (the "Form 10-Q"). As a result, this constitutes an exit filing for the reporting person.
SCHEDULE 13G
CUSIP Number(s):
47714H407
1
Names of Reporting Persons
Brendan O'Neil
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
UNITED STATES
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
72,429.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
72,429.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
72,429.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
2.0 %
12
Type of Reporting Person (See Instructions)
IN
Comment for Type of Reporting Person: As more fully described in Item 4 of this Amendment No. 1, the percentage is based on 3,557,521 shares of Common Stock outstanding as of August 11, 2026, as disclosed in the Form 10-Q. As a result, this constitutes an exit filing for the reporting person.
SCHEDULE 13G
Item 1.
(a)
Name of issuer:
Jet.AI Inc.
(b)
Address of issuer's principal executive offices:
10845 Griffith Peak Dr., Suite 200, Las Vegas, Nevada 89135
Item 2.
(a)
Name of person filing:
(i) Hexstone Capital LLC, a Nevada limited liability company ("Hexstone"); and
(ii) Brendan O'Neil ("Mr. O'Neil").
The foregoing persons are hereinafter collectively referred to as the "Reporting Persons". Any disclosures herein with respect to persons other than the Reporting Persons are made on information and belief after making inquiry to the appropriate party.
The Reporting Persons have entered into a Joint Filing Agreement, a copy of which is filed as Exhibit 1 to the Statement on Schedule 13G, filed with the SEC on July 9, 2026 (the "Schedule 13G"), pursuant to which such Reporting Persons have agreed to file this Amendment No. 1 and all subsequent amendments to the Schedule 13G and this Amendment No. 1 jointly in accordance with the provisions of Rule 13d-1(k) of the Act.
The filing of this Amendment No. 1 should not be construed in and of itself as an admission by any Reporting Person as to beneficial ownership of the shares of Common Stock reported herein.
(b)
Address or principal business office or, if none, residence:
The principal business address of each of the Reporting Persons is 3053 Fillmore St, Suite 303, San Francisco, CA 94123.
(c)
Citizenship:
Hexstone is a limited liability company organized under the laws of the State of Nevada. Mr. O'Neil is a citizen of the United States.
(d)
Title of class of securities:
Common Stock, par value $0.0001 per share
(e)
CUSIP No.:
47714H407
Item 3.
If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)
Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)
Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)
Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)
Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)
An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)
An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)
A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)
A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)
A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)
A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution:
(k)
Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.
Ownership
(a)
Amount beneficially owned:
The purpose of this Amendment No. 1 is to amend and supplement the Schedule 13G in order to update the beneficial ownership information on the cover pages and in Item 4 in the Schedule 13G, including to indicate that each of the Reporting Persons has ceased to be the beneficial owner of more than five percent of the outstanding shares of Common Stock and to amend Item 5 of the Schedule 13G accordingly. This Amendment No. 1 constitutes an exit filing for each of the Reporting Persons. The information required by this item with respect to each Reporting Person is set forth in Rows 5 through 9 and 11 of the cover pages to this Amendment No. 1 and is incorporated herein by reference for each such Reporting Person.
The ownership percentages reported are based on 3,557,521 shares of Common Stock outstanding as of August 11, 2026, as disclosed in the Form 10-Q. Hexstone holds 72,429 shares of Common Stock (the "Shares"). Hexstone has the power to dispose of and the power to vote the Shares, which power may be exercised by its managing member, Mr. O'Neil. Mr. O'Neil does not directly own the Shares. By reason of the provisions of Rule 13d-3 of the Act, Mr. O'Neil may be deemed to beneficially own the Shares.
(b)
Percent of class:
(A) Hexstone: 2.04 %
(B) Mr. O'Neil: 2.04%
(c)
Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
(A) Hexstone: 0.00
(B) Mr. O'Neil: 0.00
(ii) Shared power to vote or to direct the vote:
(A) Hexstone: 72,429.00
(B) Mr. O'Neil: 72,429.00
(iii) Sole power to dispose or to direct the disposition of:
(A) Hexstone: 0.00
(B) Mr. O'Neil: 0.00
(iv) Shared power to dispose or to direct the disposition of:
(A) Hexstone: 72,429.00
(B) Mr. O'Neil: 72,429.00
Item 5.
Ownership of 5 Percent or Less of a Class.
Ownership of 5 percent or less of a class
Item 6.
Ownership of more than 5 Percent on Behalf of Another Person.
Not Applicable
Item 7.
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
Not Applicable
Item 8.
Identification and Classification of Members of the Group.
If a group has filed this schedule pursuant to §240.13d-1(b)(1)(ii)(J), so indicate under Item 3(j) and attach an exhibit stating the identity and Item 3 classification of each member of the group. If a group has filed this schedule pursuant to §240.13d-1(c) or §240.13d-1(d), attach an exhibit stating the identity of each member of the group.
See Exhibit 1 filed with the Schedule 13G.
Item 9.
Notice of Dissolution of Group.
Not Applicable
Item 10.
Certifications:
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under § 240.14a-11.
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.
