Volato Group (NYSE American: SOAR) declares flyExclusive stock dividend

Rhea-AI Filing Summary

Volato Group, Inc. disclosed that its Board of Directors has announced a stock dividend of shares of flyExclusive, Inc. for Volato shareholders.

Shareholders of record as of December 26, 2025 will receive approximately 0.0348 shares of flyExclusive (NYSE American: FLYX) for each share of Volato Class A common stock they hold on that date. This stock dividend gives existing Volato investors an additional ownership position in flyExclusive alongside their Volato shares.

Insights

Corporate actions analyst

Volato will grant shareholders flyExclusive stock via a proportional stock dividend tied to each Volato share held on the record date.

Volato Group, Inc. has structured this event as a stock dividend of flyExclusive, Inc. shares. Holders of Volato Class A common stock become entitled to receive flyExclusive equity based on how many Volato shares they own.

The mechanics are defined by a specific ratio: shareholders of record as of December 26, 2025 will receive approximately 0.0348 shares of flyExclusive (ticker FLYX on NYSE American) for each Volato share. This creates a direct link between Volato ownership and a separate listed company, so investors will hold positions in both after the distribution according to that ratio.

The announcement date of December 15, 2025 and the stated record date frame when eligibility is determined. The key factors for investors are simply being a shareholder of record on the specified date and understanding the fixed 0.0348-for-1 distribution ratio described.

8-K Event Classification

2 items: 8.01, 9.01

2 items

Item 8.01 Other Events Other

Voluntary disclosure of events the company deems important to shareholders but not covered by other items.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Understanding 8-K Material Events →

FALSE000185307000018530702025-12-152025-12-15

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): December 15, 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 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     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 8.01 Other Events.

On December 15, 2025, the Board of Directors (the “Board”) of Volato Group, Inc. (the “Company”) announced a stock dividend of shares of flyExclusive, Inc. (NYSE American: FLYX) ("flyExclusive") to Volato shareholders. Volato shareholders of record as of December 26, 2025 (the "record date") will receive approximately 0.0348 shares of flyExclusive stock for each share of Volato Class A common stock held on the record date.

Item 9.01.       Financial Statements and Exhibits.

(d)Exhibits.

Exhibit No.						Description
99.1						Press Release, dated December 16, 2025
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: December 16, 2025

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

FAQ

What did Volato Group (SOAR) announce regarding a stock dividend?

Volato Group, Inc. announced that its Board of Directors approved a stock dividend of shares of flyExclusive, Inc. (FLYX) to Volato shareholders.

Who is eligible for Volato Groups flyExclusive stock dividend and what is the record date?

Shareholders of Volato Class A common stock who are on the companys books as of the record date of December 26, 2025 are eligible to receive the flyExclusive stock dividend.

What is the distribution ratio for the flyExclusive shares per Volato share?

Each eligible Volato shareholder will receive approximately 0.0348 shares of flyExclusive stock for every one share of Volato Class A common stock held on the record date.

On which exchanges do Volato Group and flyExclusive trade?

Volato Groups Class A common stock trades on the NYSE American under the symbol SOAR. The flyExclusive shares being distributed trade on the NYSE American under the symbol FLYX.

What type of event did Volato Group report in this SEC disclosure?

Volato Group reported an "Other Events" item describing the Boards announcement of a stock dividend of flyExclusive, Inc. shares for Volato shareholders.