Regulation FD Disclosure. On October 21, 2026, the Company posted a revised investor presentation (the “Presentation”) to its website at https://soarai.com/ . The Company expects to use the Presentation, in whole or in part and possibly with modifications, in connection with various presentations to potential investors, analysts, and other interested parties. A copy of the Presentation is attached to this Current Report as Exhibit 99.1 and incorporated herein by reference. Information contain…

Entry Into a Material Definitive Agreement. On October 8, 2026, Volato Group, Inc. (the “Company”) entered into a Common Stock Purchase Agreement (the “ELOC Purchase Agreement”) and Registration Rights Agreement (the “ELOC Registration Rights Agreement”) with DFU, LLC, a Delaware limited liability company (the “Investor”). Pursuant to the ELOC Purchase Agreement, the Company has the right, but not the obligation, to issue and sell to the Investor up to $1,000,000,000 of newly issued shares of…

to the extent required. The ELOC Shares and Commitment Securities to be issued under the ELOC Purchase Agreement will be sold pursuant to an exemption from the registration requirements under Section 4(a)(2) of the Securities Act and Rule 506 of Regulation D promulgated thereunder. The shares of common stock and Series B Preferred Stock have not been registered under the Securities Act and may not be offered or sold in the United States in the absence of an effective registration statement or…

Material Modification to Rights of Security Holders. The information set forth under

Regulation FD Disclosure. On September 28, 2026, the Company issued a press release announcing the orders under the MSA. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference. The information in this Item 7.01, including Exhibit 99.1 attached hereto, is being furnished and shall not be deemed “filed” for any purpose, including for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise be…

Entry Into a Material Definitive Agreement. On September 22, 2026, the Alignment Engine subsidiary (“Aligned”) of Volato Group, Inc. (the “Company”) entered into a Master Services Agreement (the “MSA”) with a customer, pursuant to which Aligned will provide the customer with dedicated, single-tenant GPU clusters and access to Aligned’s platform and related services. The two initial orders under the MSA provide for the phased deployment of dedicated, next-generation AMD GPU infrastructure at A…

CEO — Christopher M. Ensey: The filing discloses the appointment of a new CEO following a merger, which is a significant management change but not a departure of a sitting executive.

Entry Into a Material Definitive Agreement. Merger Agreement Amendment As previously disclosed, on August 25, 2026, Volato Group, Inc., a Delaware corporation (“Volato” or the “Company”), entered into an Agreement and Plan of Merger (as subsequently amended, the “Merger Agreement”) with Volato Alignment Merger Sub, LLC, a Delaware limited liability company and wholly-owned subsidiary of Volato (“Merger Sub”), and Alignment Engine Inc., a Delaware corporation (“Aligned”), pursuant to which Ali…

CEO — Matthew Liotta: The CEO resigned but was immediately succeeded by a named external hire, Christopher Ensey, indicating an orderly succession rather than a sudden loss of leadership.

Material Modification to Rights of Security Holders. On September 11, 2026, the Company filed a Certificate of Designations, Preferences and Rights of the Series A Convertible Preferred Stock and a Certificate of Designations, Preferences and Rights of the Series A-1 Convertible Preferred Stock (collectively, the “Certificates of Designation”) with the Secretary of State of the State of Delaware that set forth the rights, preferences, powers, and restrictions of the shares of Series A Preferr…

In addition to the issuance of the Merger Consideration Shares, at the Effective Time, (i) each option to purchase Aligned common stock outstanding immediately prior to the Effective Time was cancelled and converted into the right to receive options to purchase Volato Common Stock and (ii) each warrant to purchase Aligned common stock outstanding immediately prior to the Effective Time was cancelled and converted into the right to receive warrants to purchase Volato Common Stock (such options…

As consideration for the Merger and at the effective time of the Merger (the “Effective Time”), all capital stock and other securities of Aligned, excluding options and warrants, issued and outstanding immediately prior to the Effective Time were converted into the right to receive an aggregate of (i) 79,078 shares of a newly-designated series of non-voting convertible preferred stock, par value $0.0001 per share, of Volato (the “Series A Preferred Stock”) and (ii) 316,312 shares of a newly-d…

Creation of a Direct Financial Obligation or an Obligation Under an Off-balance Sheet Arrangement of a Registrant. To the extent required, the information set forth under the heading “ Convertible Note and Waiver Agreement ” in

Entry into a Material Definitive Agreement. Sixth Amendment to the Aircraft Management Services Agreement As previously disclosed, on September 2, 2024, Volato Group, Inc., a Delaware corporation (the “Company”), entered into an Aircraft Management Services Agreement (as subsequently amended, the “Agreement”) with flyExclusive, Inc. (“flyExclusive”), pursuant to which the Company engaged flyExclusive to provide certain aircraft management services and agreed that flyExclusive would be the exc…

Regulation FD Disclosure. On August 26, 2026, the Company issued a press release announcing the execution of the Merger Agreement. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference. The information in this Item 7.01, including Exhibit 99.1 attached hereto, is being furnished and shall not be deemed “filed” for any purpose, including for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or ot…

Entry Into a Material Definitive Agreement. On August 25, 2026, Volato Group, Inc., a Delaware corporation (“Volato” or the “Company”), entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Volato Alignment Merger Sub, LLC, a Delaware limited liability company and wholly-owned subsidiary of Volato (“Merger Sub”), and Alignment Engine Inc., a Delaware corporation (“Aligned”), pursuant to which Aligned will merge with and into Merger Sub, with Merger Sub surviving the merge…

David Allen: Appointment of David Allen to the Board of Directors and various committees.

and in this Item 7.01, including Exhibit 99.1 attached hereto, is being furnished and shall not be deemed “filed” for any purpose, including for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise be subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such fi…

Other Events . As previously disclosed in a Current Report on Form 8-K filed with the Securities and Exchange Commission on June 29, 2026 (the “Prior 8-K”), on June 28, 2026, Volato Group, Inc. (the “Company”) entered into a Securities Purchase Agreement (the “Purchase Agreement”), dated as of June 27, 2026, with certain investors (collectively, the “Investors”) for the sale by the Company of an aggregate of 11,038,767 shares (the “Shares”) of the Company’s Class A common stock, par value $0.…

Director — Alan Gaines: Mr. Gaines resigned due to potential conflict of interest with a digital infrastructure company he is affiliated with.

Entry into a Material Definitive Agreement . On June 28, 2026, Volato Group, Inc. (the “Company”) entered into a Securities Purchase Agreement (the “Purchase Agreement”), dated as of June 27, 2026, with certain investors (collectively, the “Investors”) for the sale by the Company of an aggregate of 11,038,767 shares (the “Shares”) of the Company’s Class A common stock, par value $0.0001 per share, at a per share price of $0.165 in a registered direct offering. The closing of the offering is s…

Unregistered Sales of Equity Securities. The information contained in the Prior 8-K and

of this Current Report on Form 8-K related to the Private Placement is incorporated herein by reference. The Company offered and issued the Shares in reliance upon the exemptions from registration provided by Section 4(a)(2) of the Securities Act and Regulation D promulgated thereunder. The Shares were offered and sold without any general solicitation by the Company or its representatives. The Shares have not been registered under the Securities Act and may not be offered or sold in the Unite…

Entry into a Material Definitive Agreement . Securities Purchase Agreement On June 7, 2026, Volato Group, Inc. (the “Company”) entered into a Securities Purchase Agreement (the “Purchase Agreement”) with Catheter Precision, Inc. (NYSE American: VTAK) and certain institutional investors (collectively, the “Investors”) for the sale by the Company of 6,500,000 shares (the “Shares”) of the Company’s Class A common stock, par value $0.0001 per share, at a per share price of $0.34. The closing of t…

in its entirety. The Company offered and will issue the Shares in reliance upon the exemptions from registration contained in Section 4(a)(2) of the Securities Act and Regulation D promulgated thereunder, based in part on representations made by the Investors. The securities were offered without any general solicitation by the Company or its representatives. The securities offered have not been registered under the Securities Act and may not be offered or sold in the United States without reg…