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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): September 16, 2026
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:
| ☐ |
Written communications pursuant
to Rule 425 under the Securities Act (17 CFR 230.425) |
| |
|
| ☐ |
Soliciting material pursuant
to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| |
|
| ☐ |
Pre-commencement communications
pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| |
|
| ☐ |
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
Markets Group, Inc. |
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 ☒
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.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Executive
Services Agreement with Christopher M. Ensey
On
September 16, 2026, Volato Group, Inc. (the “Company”) entered into an Executive Services Agreement (the “Services
Agreement”) with Christopher M. Ensey, the Company’s Chief Executive Officer and a member of the Company’s Board of
Directors (the “Board”). The Services Agreement is effective as of September 11, 2026, the date on which Mr. Ensey began
providing services to the Company in connection with the closing of the Company’s previously reported merger with Alignment Engine
Inc. (“Aligned”) pursuant to the Agreement and Plan of Merger, dated as of August 25, 2026, by and among the Company, Volato
Alignment Merger Sub, LLC and Aligned. Prior to the merger, Mr. Ensey served as Chief Executive Officer of Aligned.
Under
the Services Agreement, Mr. Ensey will serve as the Company’s Chief Executive Officer in his individual capacity as an independent
contractor, reporting directly to the Board, and will perform his services principally from Puerto Rico. Because Mr. Ensey is engaged
as an independent contractor, he is not eligible to participate in the Company’s employee benefit plans, except to the extent participation
is expressly required by applicable law, and is responsible for his own income and self-employment taxes on amounts paid under the Services
Agreement.
The
Services Agreement provides for an annual services fee of $400,000, payable in equal monthly installments and subject to review by the
Board at least annually.
The
Services Agreement also provides that, subject to approval by the Board, stockholder approval of a new equity incentive plan to be submitted
to the Company’s stockholders at the next annual meeting, and Mr. Ensey’s execution of a restricted stock award agreement,
Mr. Ensey will be granted a restricted stock award covering a number of shares of the Company’s common stock equal to five percent
(5%) of the Company’s fully diluted capitalization as of the date of the Services Agreement (the “Restricted Shares”).
The Restricted Shares will vest in five tranches, each equal to one percent (1%) of such fully diluted capitalization, upon the Company’s
achievement of certain milestones as set forth below:
| Tranche |
|
Market
Capitalization
(60-trading-day
average)1 |
|
Contracted
Capacity2 |
|
Vesting
(% of Fully
Diluted
Capitalization) |
| T1 |
|
$2.5
billion |
|
~63
MW |
|
1% |
| T2 |
|
$4.2
billion |
|
~105
MW |
|
1% |
| T3 |
|
$7.0
billion |
|
~175
MW |
|
1% |
| T4 |
|
$11.0
billion |
|
~275
MW |
|
1% |
| T5 |
|
$17.0
billion |
|
~400
MW |
|
1% |
| Total |
|
|
|
|
|
5% |
(1)
Based upon a 60-trading-day average and net of any capital raised by the Company.
(2)
Signed, non-cancelable customer contracts or delivered capacity.
Unvested
Restricted Shares will be forfeited upon termination of Mr. Ensey’s service relationship with the Company for any reason, except
that, if the Company terminates Mr. Ensey’s services without Cause or Mr. Ensey terminates his services for Good Reason (each as
defined in the Services Agreement), and the applicable contracted capacity milestone has been achieved, the unvested Restricted Shares
will vest proportionately based on the ratio of the Company’s actual market capitalization at the time of termination to the next
market capitalization tranche level. A Change in Control (as defined in the Services Agreement) will not accelerate vesting of the Restricted
Shares, except that, if the applicable contracted capacity milestone has been achieved, the unvested Restricted Shares will vest proportionately
based on the ratio of the aggregate consideration received in the Change in Control to the next market capitalization tranche level.
If
the Company terminates Mr. Ensey’s services without Cause or Mr. Ensey terminates his services for Good Reason, Mr. Ensey will
be entitled to a termination payment equal to twenty-four (24) months of his annual services fee, payable in installments on the Company’s
regular payment schedule, subject to his return of Company property and execution and non-revocation of a separation and release agreement.
The
Services Agreement also provides for (i) directors’ and officers’ liability insurance coverage and the Company’s standard
indemnification agreement for officers and directors, (ii) the Board’s nomination of Mr. Ensey for re-election to the Board at
each annual meeting while he serves as Chief Executive Officer, without additional compensation for Board service, and his resignation
from the Board upon termination of his services, (iii) a requirement that Mr. Ensey sell vested Company shares only in accordance with
Company policies and pursuant to a Rule 10b5-1 trading plan, and (iv) customary provisions regarding Section 409A of the Internal Revenue
Code of 1986, as amended (the “Code”), a “best net” cutback under Section 280G of the Code, and clawback of compensation
as required by law or stock exchange listing requirements. Mr. Ensey also executed a proprietary information, inventions assignment,
confidentiality and restrictive covenant agreement with the Company, which is attached as an exhibit to the Services Agreement.
The
foregoing summary of the Services Agreement does not purport to be complete and is qualified in its entirety by reference to the Services
Agreement, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.
Item 9.01 Financial Statement and Exhibits
| Exhibit
No. |
|
Description |
| |
|
|
| 10.1 |
|
Executive Services Agreement, effective as of September 11, 2026, between Volato Group, Inc. and Christopher M. Ensey. |
| 104 |
|
Cover
Page Interactive Data File (embedded within the Inline XBRL document) |
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:
September 18, 2026
| |
Volato
Group, Inc. |
| |
|
|
| |
By: |
/s/
Mark Heinen |
| |
Name: |
Mark
Heinen |
| |
Title: |
Chief
Financial Officer |
