Other Events. On July 28, 2026, Jet.AI Inc. (the “Company”) funded a $1,750,000 investment in StratGrid Inc. (“StratGrid”), a Calgary, Alberta-based developer of behind-the-meter, natural gas-powered data center infrastructure, through SG Canada InvestCo LLC (“InvestCo”), a joint venture between the Company and Blackbird Investment Management LLC in which the Company currently holds 60% of all issued and outstanding equity interests. The Company’s $1,750,000 strategic investment implies that…

The filing describes the vesting of Performance Share Unit awards and the grant of restricted stock awards, which are routine compensation matters.

Entry into a Material Definitive Agreement. As previously disclosed, on May 6, 2025, Jet.AI Inc. (the “Company”) entered into an Amended and Restated Agreement and Plan of Merger and Reorganization (as amended, the “Merger Agreement”) with flyExclusive, Inc. (“flyExclusive”), FlyX Merger Sub, Inc., a Delaware corporation and wholly owned subsidiary of flyExclusive (“Merger Sub”), and Jet.AI SpinCo, Inc., a Delaware corporation and then wholly owned subsidiary of the Company (“SpinCo”). On Jul…

Completion of Acquisition or Disposition of Assets. On July 13, 2026, the Company completed the transactions contemplated by (i) the Merger Agreement and (ii) the Separation and Distribution Agreement, dated February 13, 2025, between the Company, SpinCo, and flyExclusive (the “Separation and Distribution Agreement” and together with the Merger Agreement, the “Transaction Documents”). The completion of the transactions, including the merger of Merger Sub with and into SpinCo, with SpinCo surv…

Other Events. On July 13, 2026, the Company issued a press release announcing the closing of the transactions, including the Distribution and the Merger. A copy of the press release is filed with this Current Report on Form 8-K as Exhibit 99.1 and is incorporated herein by reference. On July 15, 2026, the Company issued a press release announcing that it entered into a non-binding letter of intent for a proposed reverse takeover transaction with a privately held operating company in which the…

Other Events. Distribution The record date for the Distribution of shares of SpinCo common stock is July 6, 2026. As such, if the remaining closing conditions are satisfied or waived and the parties close the Transactions, stockholders of record of the Company’s common stock as of July 6, 2026 will be entitled to receive, on a pro rata basis, all outstanding shares of SpinCo prior to the completion of the Merger, at a ratio of one share of SpinCo common stock for each share of the Company’s c…

Other Events. Special Meeting As previously disclosed, on May 6, 2025, Jet.AI Inc. (the “Company”) entered into an Amended and Restated Agreement and Plan of Merger and Reorganization (as amended, the “Merger Agreement”) with flyExclusive, Inc. (“flyExclusive”), FlyX Merger Sub, Inc., a Delaware corporation and wholly owned subsidiary of flyExclusive (“Merger Sub”), and Jet.AI SpinCo, Inc., a Delaware corporation and wholly owned subsidiary of the Company (“SpinCo”), pursuant to which (i) as…

Other Events Special Meeting of Stockholders On June 11, 2026, Jet.AI, Inc., (the “Company”) convened its special meeting of stockholders (the “Special Meeting”) to vote on the transactions described in the Amended and Restated Agreement and Plan of Merger and Reorganization dated May 6, 2025, as amended (the “Merger Agreement”), by and between the Company, Jet.AI SpinCo, Inc., a wholly-owned subsidiary of the Company (“SpinCo”), flyExclusive, Inc. (“flyExclusive”), and FlyX Merger Sub, Inc.,…

Results of Operations and Financial Condition. On May 15, 2026, Jet.AI Inc. (the “Company”) issued a press release announcing its financial results for the quarter ending March 31, 2026, and other recent operational highlights. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference. The information in this Item 2.02, including Exhibit 99.1 attached hereto, is being furnished and shall not be deemed “filed” for purpos…

Amendments to existing employment agreements for the Executive Chairman and Interim Chief Financial Officer, extending non-compete periods and introducing clawback provisions.

Other Events. As previously announced, on February 6, 2026, Jet.AI Inc. (the “Company”) received a letter from the Listing Qualifications Department of the Nasdaq Stock Market LLC (“Nasdaq”) notifying the Company that it was not in compliance with Nasdaq Listing Rule 5450(a)(1) (the “Minimum Bid Price Requirement”), as the minimum bid price of the Company’s common stock had been below $1.00 per share for 30 consecutive business days. Also as previously announced, on April 8, 2026, the Company…

Material Modification to Rights of Security Holders. As previously disclosed, on December 19, 2025, the Company’s stockholders approved a proposal to grant the Company’s board of directors (the “Board”) the discretion to amend the Company’s Certificate of Incorporation to effect a reverse stock split of the Company’s issued and outstanding shares of common stock, par value $0.0001 per share, at a ratio not less than one-for-two and not greater than one-for-two hundred fifty, with the exact ra…

Completion of Acquisition or Disposition of Assets. The information set forth under

Entry into a Material Definitive Agreement. On April 7, 2026, Jet.AI Inc. (the “Company”) entered into an Equity Certificates Subscription Agreement (the “Subscription Agreement”) with VERSO Capital 2 SCSP (“Verso”) to subscribe for 8,347 equity certificates (the “Certificates”) in Verso for an aggregate subscription price equal to $5,250,000, which included a five percent subscription fee equal to $250,000. The applicable management fee and performance fee were each waived. On April 8, 2026,…

Regulation FD Disclosure. On April 6, 2026, the Company issued a press release announcing the Reverse Stock Split. A copy of the press release is attached to this Current Report on Form 8-K as Exhibit 99.1 and is incorporated herein by reference. On April 8, 2026, the Company issued a press release announcing its entry into the Subscription Agreement. A copy of the press release is attached to this Current Report on Form 8-K as Exhibit 99.2 and is incorporated herein by reference. The informa…

Other Events. On March 12, 2026, the board of directors of Jet.AI Inc. (the “Company”) authorized and approved a share repurchase program. Under the share repurchase program, the Company may repurchase up to $5 million in value of the Company’s outstanding shares of common stock from time to time through December 31, 2026. The Company may buy back its common stock from time to time, in amounts, at prices, and at such times as the Company deems appropriate, subject to market conditions, pursua…

Results of Operations and Financial Condition. On March 9, 2026, Jet.AI Inc. (the “Company”) issued a press release announcing its financial results for the full year ended December 31, 2025, and other recent operational highlights. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference. The information in this Item 2.02, including Exhibit 99.1 attached hereto, is being furnished and shall not be deemed “filed” for p…

Entry into a Material Definitive Agreement. On February 13, 2026, the Board of Directors (the “ Board ”) of Jet.AI Inc., a Delaware corporation (the “ Company ”), declared a dividend distribution of one right (each, a “ Right ” and together with all such rights distributed or issued pursuant to the Rights Agreement (as defined below), the “ Rights ”) for each outstanding share of common stock, par value $0.0001, of the Company (the “ Common Stock ”). The dividend is payable to holders of reco…

Other Events. On February 13, 2026, the Company announced the declaration of the dividend of Rights and issued a press release relating to such declaration, a copy of which is attached to this Current Report on Form 8-K as Exhibit 99.1 and is incorporated herein by reference.

Material Modification to Rights of Security Holders. See the description set out under “

Other Information. On February 12, 2026, the Company issued a press release announcing the Amendment. A copy of the press release is filed with this Current Report on Form 8-K as Exhibit 99.1. Forward Looking Statements This Current Report on Form 8-K contains certain statements that may be deemed to be “forward-looking statements” within the federal securities laws, including the safe harbor provisions under the Private Securities Litigation Reform Act of 1995. Statements that are not histor…

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing. On February 6, 2026, the Company received a letter from the Listing Qualifications Department of the Nasdaq Stock Market LLC (“Nasdaq”) notifying the Company that it is not in compliance with Nasdaq Listing Rule 5450(a)(1) (the “Minimum Bid Price Requirement”), as the minimum bid price of the Company’s common stock has been below $1.00 per share for 30 consecutive business days. The notificati…

Entry into a Material Definitive Agreement. As previously disclosed, on May 6, 2025, Jet.AI Inc. (“Jet.AI” or the “Company”), entered into an Amended and Restated Agreement and Plan of Merger and Reorganization (as amended, the “Merger Agreement”) with flyExclusive, Inc. (“flyExclusive”), FlyX Merger Sub, Inc., a Delaware corporation and wholly owned subsidiary of flyExclusive (“Merger Sub”), and Jet.AI SpinCo, Inc., a Delaware corporation and wholly owned subsidiary of the Company (“SpinCo”)…

Other Information. On January 20, 2026, Jet.AI Inc. (the “ Company ”) filed with the Securities and Exchange Commission a prospectus supplement to its Registration Statement on Form S-3 (Registration No. 333-281578) and Registration Statement on Form S-3MEF (Registration No. 333-292836) increasing the amount of shares of the Company’s common stock, par value $0.0001 per share, that the Company is eligible to sell pursuant to the equity distribution agreement with Maxim Group LLC, dated Novemb…

Entry into a Material Definitive Agreement. On January 16, 2026, Jet.AI Inc. (the “Company”), Hexstone Capital, LLC (“Hexstone”), and Ionic Ventures, LLC (together with Hexstone, the “Investors” and the Investors together with the Company, the “Parties”) entered into a letter agreement (the “Letter Agreement”) setting forth certain understandings and agreements among the Company and the Investors related to that certain Securities Purchase Agreement dated March 28, 2024 (the “SPA”), and the d…