Volato CEO receives 9,601 Series A preferred shares
The CEO's merger consideration included convertible preferred stock and replacement warrants, with conversion and exercise subject to stated conditions.
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Form Type
4
Rhea-AI Filing Summary
Volato Group, Inc. Chief Executive Officer and director Christopher Ensey reported receiving 9,601 Series A and 38,406 Series A-1 Convertible Preferred Stock shares on September 11, 2026, as merger consideration for Alignment Engine Inc. capital stock. The preferred shares are convertible into 40,073,506 and 160,302,372 shares of Class A Common Stock, respectively, at an initial conversion price of $0.1537, subject to adjustment and the stated conversion conditions.
Alignment Engine Inc. warrants were cancelled and replaced with Volato Group warrants, including 329,130 Series B-2 warrants at a $0.8366 exercise price, a Common A warrant covering 104,379 shares at $0.4183, and other Common A warrants at $0.0193. The warrants are not exercisable until stockholders approve exercise of Volato options and warrants issued as merger consideration.
Insider Trade Summary
Other: 34,712,402 shares
Other
12 txns
Insider
Ensey Christopher
Role
Chief Executive Officer
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Other | Series A Convertible Preferred Stock F3, F1, F2 | 9,601 | -- | -- |
| Other | Series A-1 Convertible Preferred Stock F3, F1, F2 | 38,406 | -- | -- |
| Other | Series B-2 Warrant to Purchase Class A Common Stock F5, F4 | 329,130 | -- | -- |
| Other | Common A Warrant to Purchase Class A Common Stock F5, F4 | 104,379 | -- | -- |
| Other | Common A Warrant to Purchase Class A Common Stock F5, F4 | 10,272,030 | -- | -- |
| Other | Common A Warrant to Purchase Class A Common Stock F5, F4 | 8,786,074 | -- | -- |
| Other | Common A Warrant to Purchase Class A Common Stock F5, F4 | 1,905,810 | -- | -- |
| Other | Common A Warrant to Purchase Class A Common Stock F5, F4 | 2,722,586 | -- | -- |
| Other | Common A Warrant to Purchase Class A Common Stock F5, F4 | 2,722,586 | -- | -- |
| Other | Common A Warrant to Purchase Class A Common Stock F5, F4 | 1,225,163 | -- | -- |
| Other | Common A Warrant to Purchase Class A Common Stock F5, F4 | 2,341,716 | -- | -- |
| Other | Common A Warrant to Purchase Class A Common Stock F5, F4 | 4,254,921 | -- | -- |
Holdings After Transaction:
Series A Convertible Preferred Stock — 9,601 contracts (Direct);
Series A-1 Convertible Preferred Stock — 38,406 contracts (Direct);
Series B-2 Warrant to Purchase Class A Common Stock — 329,130 contracts (Direct);
Common A Warrant to Purchase Class A Common Stock — 34,335,265 contracts (Direct)
Footnotes (5)
- F1. The Series A and Series A-1 preferred stock is convertible on or after the later of the Stockholder Approval Date and the Charter Amendment Effectiveness Date, each as defined in the applicable Certificate of Designations, except that if the Class A Common Stock ceases to be listed on the NYSE American or another Eligible Market, the preferred stock is convertible upon the Charter Amendment Effectiveness Date.
- F2. The preferred stock is perpetual and therefore has no expiration date.
- F3. Received on September 11, 2026 pursuant to the Agreement and Plan of Merger dated August 25, 2026, as amended, by and among the Issuer, Volato Alignment Merger Sub, LLC and Alignment Engine Inc. At the effective time of the merger, the capital stock of Alignment Engine Inc. held by the reporting person were converted into the right to receive the reported shares of preferred stock. Each share of Series A Convertible Preferred Stock and Series A-1 Convertible Preferred Stock has a Stated Value of $641.5267 and is convertible into the number of shares of Class A Common Stock equal to the Stated Value divided by the Conversion Price, initially $0.1537, subject to adjustment. Fractional shares are rounded up to the nearest whole share.
- F4. The warrant is not exercisable until the Issuer's stockholders approve the exercise of the Volato options and warrants issued as part of the merger consideration.
- F5. Issued on September 11, 2026 pursuant to the Agreement and Plan of Merger dated August 25, 2026, as amended, by and among the Issuer, Volato Alignment Merger Sub, LLC and Alignment Engine Inc. At the effective time of the merger, the reporting person's warrants to purchase common stock of Alignment Engine Inc. were cancelled and replaced with warrants to purchase Class A Common Stock of the Issuer, in amounts and at exercise prices reflecting the ratio of the merger consideration, as set forth in the Aligned Final Allocation Schedule. The warrants carry substantially the same terms, including vesting and duration, as the cancelled warrants.
Key Figures
Series A preferred shares: 9,601 shares
Series A-1 preferred shares: 38,406 shares
Class A Common Stock underlying Series A preferred shares: 40,073,506 shares
+5 more
8 metrics
Series A preferred shares
9,601 shares
Received September 11, 2026 as merger consideration
Series A-1 preferred shares
38,406 shares
Received September 11, 2026 as merger consideration
Class A Common Stock underlying Series A preferred shares
40,073,506 shares
Convertible amount
Class A Common Stock underlying Series A-1 preferred shares
160,302,372 shares
Convertible amount
Initial Conversion Price
$0.1537 per share
Series A and Series A-1 Convertible Preferred Stock; subject to adjustment
Series B-2 warrants
329,130 warrants
Replacement warrants to purchase Class A Common Stock
Series B-2 warrant exercise price
$0.8366 per share
Replacement warrants
Common A warrant exercise price
$0.0193 per share
Replacement warrants
Key Terms
Stated Value, Conversion Price, Stockholder Approval Date, Charter Amendment Effectiveness Date, +1 more
5 terms
Stated Value financial
"has a Stated Value of $641.5267"
Stated value is an accounting figure a company assigns to a share when the share has no par (legal) value; it becomes the portion of proceeds recorded as the company’s permanent capital for regulatory and bookkeeping purposes. It matters to investors because it affects the equity reported on the balance sheet and the legal limits on distributions or dividend payments, but it is not the market price — think of it as a record-keeping sticker price rather than what buyers actually pay.
Conversion Price financial
"divided by the Conversion Price, initially $0.1537"
The conversion price is the fixed price at which a convertible security, like a bond or preferred stock, can be exchanged for shares of common stock. It acts like a set rate that determines how many shares an investor can receive if they choose to convert their investment. This helps investors understand the value and potential benefits of converting their securities into company shares.
Stockholder Approval Date regulatory
"later of the Stockholder Approval Date and the Charter Amendment Effectiveness Date"
Charter Amendment Effectiveness Date regulatory
"later of the Stockholder Approval Date and the Charter Amendment Effectiveness Date"
Eligible Market technical
"NYSE American or another Eligible Market"
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
What did SOAR CEO Christopher Ensey receive in merger consideration?
On September 11, 2026, Christopher Ensey received 9,601 Series A and 38,406 Series A-1 Convertible Preferred Stock shares as merger consideration. His Alignment Engine Inc. warrants were cancelled and replaced with Volato Group warrants, including 329,130 Series B-2 warrants and Common A warrants.
AI-generated analysis. How Rhea-AI works. Not financial advice.
