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Volato Group (NYSE American: SOAR) names David Allen director, sets CFO pay

(Moderate)
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Volato Group, Inc. announced that its Board of Directors appointed David Allen as an independent Class III director, with a term expiring at the 2026 annual meeting of stockholders. He will chair the Audit Committee and serve on the Nominating and Governance and Compensation Committees.

The Board also approved an Executive Employment Agreement with Chief Financial Officer Mark Heinen. The agreement provides a base salary of $310,000, an annual bonus opportunity targeting 100% of base salary with a maximum of 200%, and severance equal to 12 months of base salary for certain qualifying terminations, with additional protection after a change in control. Heinen is also eligible for a one-time $50,000 cash performance bonus and a $100,000 retention bonus upon closing a Board‑approved strategic business combination, subject to continued employment.

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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance
Key personnel changes including departures, elections, or appointments of directors and executive officers.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
CFO annual base salary $310,000 Base salary under Executive Employment Agreement for CFO Mark Heinen
CFO target annual bonus 100% of base salary Target annual incentive opportunity, subject to performance objectives
CFO maximum annual bonus 200% of base salary Maximum incentive opportunity under the Employment Agreement
Severance period 12 months of base salary Severance for certain qualifying terminations of the CFO
One-time cash performance bonus $50,000 Performance bonus approved for the CFO upon specified conditions
One-time retention bonus $100,000 Retention bonus payable upon closing a Board‑approved strategic business combination
Emerging growth company regulatory
"Emerging growth company Item 5.02 Departure of Directors"
An emerging growth company is a recently public or smaller public firm that qualifies for temporary, lighter regulatory and disclosure rules to reduce the cost and effort of being public. For investors, it means the company may provide less historical financial detail and face fewer reporting requirements than larger firms, so it can grow more quickly but also carries higher uncertainty—like buying a promising early-stage product with fewer user reviews.
Executive Employment Agreement financial
"approved an Executive Employment Agreement with Mark Heinen, the Company’s Chief Financial Officer"
change in control financial
"in connection with certain qualifying terminations following a change in control, such severance"
A "change in control" occurs when the ownership or management of a company shifts significantly, such as through a merger, acquisition, or sale of a large part of its assets. This change can impact how the company is run and may influence its future direction. For investors, it matters because it can affect the company's stability, strategy, and value, often signaling potential changes in investment risk or opportunity.
Audit Committee financial
"qualification for membership on and Chair of the Audit Committee of the Board"
A company's audit committee is a small group of board members who act like independent inspectors for the firm's finances, overseeing how financial reports are prepared, monitoring internal controls, and managing the relationship with external auditors. Investors care because a strong audit committee reduces the risk of accounting errors, fraud, or misleading statements, making financial statements more trustworthy and helping protect shareholder value.

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FAQ

What board role did David Allen assume at Volato Group (SOAR)?

David Allen was appointed an independent Class III director at Volato Group, Inc. with a term expiring at the 2026 annual stockholders’ meeting. He will chair the Audit Committee and also serve on the Nominating and Governance Committee and the Compensation Committee.

What are the key terms of CFO Mark Heinen’s employment agreement at Volato Group (SOAR)?

The CFO’s agreement includes a $310,000 base salary, an annual bonus targeting 100% of base salary with a 200% maximum, and severance of 12 months of base salary for certain terminations, plus additional benefits following a change in control under specified circumstances.

How large is the annual bonus opportunity for Volato Group (SOAR)’s CFO?

The CFO’s annual incentive bonus opportunity targets 100% of base salary, with a maximum of 200% of base salary. Actual payouts depend on performance objectives established by the Board or Compensation Committee for each fiscal year.

What severance benefits does Volato Group (SOAR) provide its CFO?

For certain qualifying terminations, the CFO is entitled to severance equal to 12 months of then‑current base salary. Following a change in control, qualifying terminations also trigger an additional amount equal to the prorated portion of 100% of the targeted annual bonus.

What special bonuses can the Volato Group (SOAR) CFO earn for a strategic transaction?

The Board approved a one-time $50,000 cash performance bonus and a one-time $100,000 retention bonus. These are payable upon consummation of a Board‑approved strategic business combination, subject to the CFO’s continued employment through closing, except as otherwise provided in the agreement.
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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 22, 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.

 

Appointment of David Allen to the Board of Directors and Various Committees

 

On July 22, 2026, the Board of Directors (the “Board”) of Volato Group, Inc. (the “Company”) appointed David Allen to serve as a member of the Board. The Board has determined that Mr. Allen satisfies the applicable independence requirements of the Securities and Exchange Commission and the NYSE American and the Internal Revenue Code of 1986, as amended with respect to service as a director of the Company and qualification for membership on and Chair of the Audit Committee of the Board. Additionally, Mr. Allen was appointed to serve on the Nominating and Governance Committee and appointed to serve on the Compensation Committee.

 

Mr. Allen will serve as a Class III director with a term expiring at the Company’s annual meeting of stockholders in 2026.

 

There are no transactions involving Mr. Allen that would be required to be reported under Item 404(a) of Regulation S-K. As an independent director of the Company, Mr. Allen will be entitled to receive compensation consistent with that of the Company’s other independent directors who are not employees of the Company and enter into the Company’s standard indemnification agreement for directors.

 

There is no arrangement or understanding between Mr. Allen and any other persons pursuant to which he was elected as a director. Mr. Allen does not have a direct or indirect material interest in any transaction required to be disclosed by the Company pursuant to Item 404(a) of Regulation S-K.

 

 

 

 

Employment Agreement with Mark Heinen and Bonus

 

On July 22, 2026, the Board of Directors (the “Board”) of Volato Group, Inc. (the “Company”), upon the recommendation of the Compensation Committee, approved an Executive Employment Agreement (the “Employment Agreement”) with Mark Heinen, the Company’s Chief Financial Officer.

 

The Employment Agreement reflects the Board’s commitment to maintaining executive leadership continuity and supporting the Company’s ongoing strategic initiatives and long-term business objectives.

 

The Employment Agreement provides for an annual base salary of $310,000 and an annual incentive bonus opportunity with a target equal to 100% of base salary and a maximum equal to 200% of base salary, subject to the achievement of performance objectives established by the Board or the Compensation Committee. The Employment Agreement also provides for a severance payment equal to twelve months of the then-current base salary upon certain qualifying terminations and, in connection with certain qualifying terminations following a change in control, such severance payment would include an additional amount equal to the pro-rated portion of 100% of the targeted annual bonus in the fiscal year of the termination date.

 

The Board also approved (i) a one-time cash performance bonus of $50,000 and (ii) a one-time retention bonus of $100,000, payable upon the consummation of a Board-approved strategic business combination, subject to Mr. Heinen’s continued employment through the closing, except as otherwise provided in the Employment Agreement.

 

The foregoing summary of the Employment Agreement does not purport to be complete and is qualified in its entirety by reference to the Employment 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 Statements and Exhibits.

 

(d)Exhibits.

 

Exhibit No.   Description
     
10.1   Executive Employment Agreement dated July 1, 2026, by and between the Company, Volato, Inc., and Mark Heinen.
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: July 22, 2026

 

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

 

 

 

Filing Exhibits & Attachments

5 documents