[8-K] Volato Group, Inc. Reports Material Event

Rhea-AI Filing Summary

At Volato Group’s (SOAR) virtual 2025 Annual Meeting held 21 Jul 2025, 51.05% of outstanding shares were represented. Shareholders elected Christopher Burger as the sole Class II director (561,847 for vs. 9,473 withhold; 489,555 broker non-votes). They also approved the 2025 Stock Incentive Plan (539,148 for, 31,220 against, 952 abstain), formalizing equity-based compensation previously adopted by the Board and now filed as Exhibit 10.1. In addition, investors ratified Elliott Davis, LLC as independent auditor for FY 2025 with 99.4% support (1,054,164 for, 2,909 against, 3,802 abstain). No other proposals required a vote and the adjournment item was withdrawn. The Company remains an emerging growth company and listed its Class A common stock (SOAR) on NYSE American and related warrants (SOARW) on OTC Pink.

Positive

• Shareholders approved the 2025 Stock Incentive Plan, giving the company flexibility to issue equity-based incentives for talent retention.
• Auditor Elliott Davis, LLC was ratified with 99% support, signaling investor confidence in financial reporting.
• Director Christopher Burger elected with minimal opposition, reflecting governance stability.

Negative

• None.

Insights

Corporate Governance Analyst

TL;DR: Routine annual-meeting items passed; governance profile remains stable.

All management-sponsored proposals sailed through with large majorities, indicating shareholder alignment. Approval of the 2025 Stock Incentive Plan refreshes the equity pool, giving Volato flexibility to attract and retain talent in a tight aviation labor market. Director election had minimal opposition, suggesting limited governance friction. Auditor ratification at 99% affirms confidence in financial controls. No compensation or governance red flags emerged. Overall impact is neutral to mildly positive; nothing here is likely to move the stock.

Equity Compensation Specialist

TL;DR: New plan re-ups share reserve; dilution risk appears limited given small share count.

The 2025 Stock Incentive Plan’s passage authorizes additional equity awards, critical for an early-stage, cash-constrained operator like Volato. With only ~2.1 million shares outstanding, investors should monitor future grant levels to ensure dilution stays reasonable. Absent share reserve details, potential overhang can’t be fully assessed, but current shareholder support implies confidence in management’s compensation strategy.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

_________________________________________________________

FORM 8-K

_________________________________________________________

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(D)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): July 21, 2025

_________________________________________________________

VOLATO GROUP, INC.

(Exact name of registrant as specified in its charter)

_________________________________________________________

Delaware

001-41104

86-2707040

(State or other jurisdiction of incorporation)

(Commission File Number)

(IRS Employer Identification No.)

1954 Airport Road, Suite 124

Chamblee, GA 30341

(Address of principal executive offices) (zip code)

844-399-8998

Registrant’s telephone number, including area code

(former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o   Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o   Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o   Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o   Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class			Trading Symbol(s)			Name of each exchange on which registered
Class A Common Stock			SOAR			NYSE American LLC
Warrants, each whole warrant exercisable for one share of Class A common stock at an exercise price of $287.50			SOARW			OTC Pink

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company     x

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.     o

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

As described under Item 5.07 of this Current Report on Form-8-K, at the 2025 Annual Meeting of Stockholders of Volato Group, Inc. (the “Company”) held on July 21, 2025 (the “Annual Meeting”), the stockholders of the Company approved the Volato Group, Inc. 2025 Stock Incentive Plan (the “2025 Stock Incentive Plan”). The Board of Directors of the Company (the “Board”) had previously adopted the 2025 Stock Incentive Plan, subject to approval by the Company’s stockholders.

The 2025 Stock Incentive Plan is described in the Company’s Definitive Proxy Statement on Schedule 14A (the “Proxy Statement”) filed with the U.S. Securities and Exchange Commission on June 6, 2025, and is attached thereto as Appendix A. The full text of the 2025 Stock Incentive Plan is also filed herewith as Exhibit 10.1 and is incorporated herein by reference.

Item 5.07 Submission of Matters to a Vote of Security Holders

The Annual Meeting was held in a virtual-only format on July 21, 2025 at 9:00 a.m., Eastern Time, via live webcast. Proxies were solicited pursuant to the Company’s Proxy Statement. As of May 19, 2025, the record date for the Annual Meeting, the number of shares of common stock outstanding and entitled to vote at the Annual Meeting was 2,077,921. The number of shares of common stock present or represented by valid proxy at the Annual Meeting was 1,060,875, representing approximately 51.05% of the total number of shares of common stock entitled to vote at the Annual Meeting. Each share of common stock was entitled to one vote with respect to matters submitted to the Company’s stockholders at the Annual Meeting.

At the Annual Meeting, the Company’s stockholders were asked to: (i) elect one class II director nominee to the Company's Board to hold office until the Company's 2028 annual meeting of stockholders and until his successor is duly elected and qualified, or until his earlier resignation or removal , (ii) to approve the 2025 Stock Incentive Plan, and (iii) to ratify the selection of Elliott Davis, LLC as the Company's independent registered accounting firm.

The voting results reported below are final.

The following is a summary of the matters voted on at the Special Meeting.

Proposal 1 - Election of Director

Christopher Burger was duly elected to the Company's Board as a Class II director. The results of the election were as follows:

FOR						WITHHOLD									BROKER NON VOTES
561,847						9,473									489,555

Proposal 2 - Approve 2025 Stock Incentive Plan

The approval of the 2025 Stock Incentive Plan was ratified. The results of the ratification were as follows:

FOR						AGAINST						ABSTAIN						BROKER NON VOTES
539,148						31,220						952						489,555

Proposal 3 - Ratify the Selection of Independent Registered Public Accounting Firm

The selection of Elliott Davis as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2025 was ratified. The results of the ratification were as follows:

FOR						AGAINST						ABSTAIN						BROKER NON VOTES
1,054,164						2,909						3,802						—

The adjournment proposal described in the Proxy Statement was not presented at the Annual Meeting because there were sufficient votes at the time of the Annual Meeting to approve the adoption of the above proposals.

No other matters were submitted to or voted on by the Company's stockholders at the Annual Meeting.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.						Description
10.1*						Volato Group, Inc. 2025 Stock Incentive Plan.
104						Cover Page Interactive Data File (embedded within the Inline XBRL document).

* Indicates management contract or compensatory plan or arrangement.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: July 24, 2025

			Volato Group, Inc.
			By:			/s/ Mark Heinen
			Name:			Mark Heinen
			Title:			Chief Financial Officer

FAQ

What did SOAR shareholders approve at the 2025 Annual Meeting?

They elected one director, approved the 2025 Stock Incentive Plan, and ratified Elliott Davis, LLC as auditor.

How many SOAR shares were represented at the meeting?

1,060,875 shares, or 51.05% of outstanding common stock, were present or by proxy.

What were the vote results for the 2025 Stock Incentive Plan?

Approval received 539,148 for, 31,220 against, 952 abstain, with 489,555 broker non-votes.

Was the auditor ratification for SOAR in 2025 contentious?

No. 99.4% of votes favored retaining Elliott Davis, LLC for FY 2025.

Does the 8-K announce any financial results for Volato Group?

No. The filing deals solely with governance items; no revenue or earnings data were provided.