Jet.AI Inc. files Amendment No. 3 to its Schedule 13G/A to update beneficial ownership and to state that Hexstone Capital LLC and Brendan O'Neil have each ceased to be beneficial owners of more than five percent of the outstanding Common Stock. The amendment is an exit filing and reports 0.00% ownership for both Reporting Persons.
Positive
None.
Negative
None.
Insights
Amendment documents an exit from >5% status; no remaining holdings reported.
The filing amends prior Schedule 13G/A reports and confirms that Hexstone Capital LLC and Brendan O'Neil no longer beneficially own more than 5% of Jet.AI common stock, reporting 0.00% ownership. It references prior joint filing agreements and earlier amendments dated August 20, 2025, November 14, 2025, and February 4, 2026.
Cash‑flow treatment or disposition details are not provided in the excerpt; subsequent filings may disclose transaction mechanics if required by rules.
Key Figures
Reported ownership (Hexstone):0.00%Reported ownership (Brendan O'Neil):0.00%CUSIP:47714H407+2 more
5 metrics
Reported ownership (Hexstone)0.00%Amendment No. 3 to Schedule 13G/A
Reported ownership (Brendan O'Neil)0.00%Amendment No. 3 to Schedule 13G/A
CUSIP47714H407Jet.AI Common Stock
Signature date05/08/2026Filing signatures for Amendment No. 3
Threshold referenced5%Ceased to be beneficial owner of more than 5% of class
Key Terms
exit filing, Rule 13d-3, Joint Filing Agreement
3 terms
exit filingregulatory
"This Amendment No. 3 constitutes an exit filing for each of the Reporting Persons."
Rule 13d-3regulatory
"By reason of the provisions of Rule 13d-3 of the Act, Mr. O'Neil may be deemed to beneficially own"
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.
Joint Filing Agreementregulatory
"The Reporting Persons have entered into a Joint Filing Agreement, a copy of which is filed as Exhibit 1"
See more from StockTitan in Google Search and AI answers.Adds StockTitan as a preferred source · opens Google
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 3)
Jet.AI Inc.
(Name of Issuer)
Common Stock, par value $0.0001 per share
(Title of Class of Securities)
47714H407
(CUSIP Number)
03/31/2026
(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
0.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
0.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
0.00
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)
0.0 %
12
Type of Reporting Person (See Instructions)
OO
Comment for Type of Reporting Person: 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
0.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
0.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
0.00
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)
0.0 %
12
Type of Reporting Person (See Instructions)
IN
Comment for Type of Reporting Person: 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 U.S. Securities and Exchange Commission (the "SEC") on August 20, 2025 (the "Schedule 13G"), as amended by Amendment No. 1 to Schedule 13G filed by the Reporting Persons with the SEC on November 14, 2025 (the "Amendment No. 1") and Amendment No. 2 to Schedule 13G filed by the Reporting Persons with the SEC on February 4, 2026 (the "Amendment No. 2" and, together with Amendment No. 1, the "Amendments"), pursuant to which such Reporting Persons have agreed to file this Amendment No. 3 to Schedule 13G (this "Amendment No. 3") and all subsequent amendments to the Schedule 13G and the Amendments jointly in accordance with the provisions of Rule 13d-1(k) of the Act.
The filing of this Amendment No. 3 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:
This Amendment No. 3 amends and supplements the Schedule 13G and the Amendments. The purpose of this Amendment No. 3 is to update the beneficial ownership information on the cover pages and in Item 4 in each of the Schedule 13G and the Amendments, 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 and the Amendments accordingly.
This Amendment No. 3 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. 3 and is incorporated herein by reference for each such Reporting Person.
None of the Reporting Persons beneficially owns any shares of Common Stock. Hexstone has the power to dispose of and the power to vote any shares of Common Stock beneficially owned by it, which power may be exercised by its managing member, Mr. O'Neil. Mr. O'Neil does not directly own any shares of Common Stock. By reason of the provisions of Rule 13d-3 of the Act, Mr. O'Neil may be deemed to beneficially own the any shares of Common Stock which are beneficially owned by Hexstone.
(b)
Percent of class:
(A) Hexstone: 0.00 %
(B) Mr. O'Neil: 0.00 %
(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: 0.00
(B) Mr. O'Neil: 0.00
(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: 0.00
(B) Mr. O'Neil: 0.00
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.
Hexstone Capital LLC
Signature:
/s/ Brendan O'Neil
Name/Title:
Brendan O'Neil, Managing Member
Date:
05/08/2026
Brendan O'Neil
Signature:
/s/ Brendan O'Neil
Name/Title:
Brendan O'Neil
Date:
05/08/2026
Comments accompanying signature: LIST OF EXHIBITS Exhibit No. 1 - Joint Filing Agreement, dated August 20, 2025 (incorporated by reference to Exhibit 1 to the Schedule 13G filed by the Reporting Persons with the SEC on August 20, 2025).
What does Jet.AI's Schedule 13G/A Amendment No. 3 say about Hexstone Capital LLC's holdings?
Hexstone Capital LLC is reported as owning 0.00% of Jet.AI's common stock. The amendment states Hexstone has ceased to be a beneficial owner above 5% and that it holds no sole or shared voting or dispositive power.
Does Brendan O'Neil still beneficially own shares of Jet.AI after Amendment No. 3?
Brendan O'Neil is reported as owning 0.00% of common stock. The filing indicates Mr. O'Neil does not directly own shares and that he may be deemed to have had power over Hexstone's holdings under Rule 13d-3.
What is the purpose of this Schedule 13G/A Amendment No. 3 for JTAI?
The purpose is to update beneficial ownership information and file an exit. It amends prior Schedule 13G/A statements to reflect that the Reporting Persons no longer exceed a 5% ownership threshold.
Are details of how the holdings were disposed disclosed in this amendment?
The amendment does not provide transaction mechanics. It updates ownership percentages to 0.00% but does not describe trades, transfers, or purchasers; no proceeds or disposition methods are specified in the excerpt.
What prior filings does Amendment No. 3 reference for Jet.AI (JTAI)?
It references the original Schedule 13G filed August 20, 2025, and Amendments filed November 14, 2025 and February 4, 2026. The Joint Filing Agreement is incorporated by reference as Exhibit 1.
