Volato Group (SOAR) adds Alan D. Gaines as director and audit chair

Rhea-AI Filing Summary

Volato Group, Inc. reported that its Board of Directors elected Alan D. Gaines to the Board, effective December 19, 2025. He will serve as a Class III director until the company’s 2026 Annual Meeting of Stockholders and until a successor is elected and qualified or he otherwise leaves the role.

The Board appointed Mr. Gaines to the Audit Committee, the Nominating and Corporate Governance Committee, and the Compensation Committee, and named him Chairman of the Audit Committee. As an independent director, he will receive compensation consistent with other non-employee independent directors. The company states there is no arrangement or understanding with other persons related to his election and no material related-party transactions involving him that require disclosure.

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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): December 22, 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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On December 22, 2025, the Board of Directors (the “Board”) of Volato Group, Inc. (the “Company”) elected Alan D. Gaines to the Board, effective as of December 19, 2025. Mr. Gaines was elected as a Class III director to hold office until the Company’s 2026 Annual Meeting of Stockholders and until his successor has been duly elected and qualified or until his earlier death, resignation, or removal. The Board appointed Mr. Gaines to be a member of the Audit Committee, the Nominating and Corporate Governance Committee, and the Compensation Committee. The Board appointed Mr. Gaines to serve as Chairman of the Audit Committee.

As an independent director of the Company, Mr. Gaines will be entitled to receive compensation consistent with that of the Company’s other independent directors who are not employees of the Company.

There is no arrangement or understanding between Mr. Gaines and any other persons pursuant to which he was elected as a director. Mr. Gaines 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.

Item 9.01.       Financial Statements and Exhibits.

(d)Exhibits.

Exhibit No.						Description
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 29, 2025

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

FAQ

What board change did Volato Group (SOAR) disclose in this 8-K?

Volato Group disclosed that its Board elected Alan D. Gaines as a director, effective December 19, 2025, serving as a Class III director.

How long will Alan D. Gaines serve on the Volato Group (SOAR) board?

Alan D. Gaines will serve as a Class III director until Volato Group’s 2026 Annual Meeting of Stockholders and until a successor is elected and qualified or he departs earlier.

What board committees will Alan D. Gaines join at Volato Group (SOAR)?

Alan D. Gaines was appointed to Volato Group’s Audit Committee, Nominating and Corporate Governance Committee, and Compensation Committee, and will serve as Chairman of the Audit Committee.

How will Alan D. Gaines be compensated as a Volato Group (SOAR) director?

As an independent director, Alan D. Gaines will receive compensation that is consistent with the company’s other independent, non-employee directors.

Does Alan D. Gaines have any related-party transactions with Volato Group (SOAR)?

Volato Group states that Alan D. Gaines has no direct or indirect material interest in any transaction requiring disclosure under Item 404(a) of Regulation S-K.

Was there any special arrangement leading to Alan D. Gaines’ election to the Volato Group (SOAR) board?

The company reports that there is no arrangement or understanding between Alan D. Gaines and any other persons pursuant to which he was elected as a director.