Welcome to our dedicated page for Jet.AI SEC filings (Ticker: JTAI), a comprehensive resource for investors and traders seeking official regulatory documents including 10-K annual reports, 10-Q quarterly earnings, 8-K material events, and insider trading forms.
Jet.AI Inc. filings document material-event disclosures for an operating public company focused on artificial intelligence infrastructure and cloud services. Recent Form 8-K reports cover operating results, data center project updates, a share repurchase program, Nasdaq minimum-bid compliance, and capital-structure changes such as a reverse stock split.
The company's filings also describe material agreements and securities matters, including S-3 equity distribution updates, conversion of Series B convertible preferred stock, a limited-duration stockholder rights agreement, and an equity certificate subscription tracking SpaceX preferred stock. Governance, shareholder-rights, registration-statement, and risk-factor disclosures frame the company's financing capacity and public-company obligations.
Jet.AI Inc. reported first quarter 2026 revenue of $1.68 million, down from $3.47 million a year earlier, and a net loss of $2.68 million versus $3.17 million. Cash rose to about $13.5 million with no debt, supported by $19.8 million of common stock sale proceeds.
The company highlighted a proposed merger with flyExclusive, with the related Form S-4 declared effective and a stockholder vote set for June 11, 2026. It also emphasized data center joint venture milestones, a $5 million economic interest in SpaceX-related entities, and ownership of AI Infrastructure Acquisition Corp. valued around $17.23 million.
Jet.AI’s board approved a $5 million share repurchase authorization. The firm amended employment agreements for its executive chairman and interim CFO, extending post-termination non-compete and non-solicitation periods to two years and adding expanded clawback provisions for incentive-based compensation.
Jet.AI Inc. reported another quarterly loss while reshaping its business toward AI data centers. For the three months ended March 31, 2026, revenue fell to $1.68 million from $3.47 million, producing a gross loss and an operating loss of $2.87 million. Net loss narrowed to $2.68 million from $3.17 million a year earlier, and operating cash outflow was $3.04 million. A going concern note highlights limited operating history and ongoing losses, with reliance on future capital raises.
Cash and cash equivalents rose sharply to $13.50 million from $1.82 million, after raising about $19.8 million through an at‑the‑market equity program, partly offset by $3.20 million of offering costs. Total assets increased to $39.41 million, including $17.23 million in Level 3 “other investments” tied to AI Infrastructure Acquisition Corp. sponsor interests and $2.77 million invested in a data‑center joint venture.
The company executed a 1‑for‑200 reverse stock split and ended the quarter with 639,738 common shares outstanding. Management is pivoting away from fractional jet and card programs toward software (such as CharterGPT and Ava) and AI data center ventures, while pursuing a pending transaction to separate its aviation business through a merger of a spin‑off entity with flyExclusive.
Jet.AI Inc. files Amendment No. 3 to its Schedule 13G/A to update beneficial ownership and to state that Hexstone Capital LLC and Brendan O'Neil have each ceased to be beneficial owners of more than five percent of the outstanding Common Stock. The amendment is an exit filing and reports 0.00% ownership for both Reporting Persons.
Jet.AI Inc. Schedule 13G/A Amendment No. 5 updates ownership disclosure for four reporting persons and constitutes an exit filing. The amendment states that Ionic Ventures LLC, Ionic Management LLC, Brendan O'Neil and Keith Coulston each beneficially own 0.00% of the Common Stock (CUSIP 47714H407).
The filing explains prior joint filing arrangements under Rule 13d-1(k) and reports signatures dated 05/08/2026. The Reporting Persons note they have ceased to be beneficial owners of more than 5% and amend Item 5 accordingly.
Jet.AI Inc. is asking stockholders to approve a series of transactions under an Amended and Restated Agreement and Plan of Merger and Reorganization with flyExclusive, Inc. that include (i) a distribution of all shares of a newly formed subsidiary, SpinCo, to Jet.AI stockholders and (ii) a merger of SpinCo with Merger Sub, leaving SpinCo as a wholly owned subsidiary of flyExclusive.
The example structure assumes Estimated Net Cash of $12.0 million and an assumed Parent Trading Price of $3.00, under which 4,600,000 Merger Consideration Shares are illustrated. Jet.AI stockholders would continue to hold Jet.AI shares and, upon conversion, receive flyExclusive Class A common stock per the exchange-ratio formula. The Special Meeting is scheduled for June 11, 2026 (record date May 8, 2026).
Jet.AI Inc. regained compliance with Nasdaq’s minimum bid price rule after its recent reverse stock split. The company had fallen below the $1.00 minimum bid for 30 consecutive business days, triggering a deficiency notice in February.
On April 8, 2026, Jet.AI implemented a 1-for-200 reverse stock split, and for ten consecutive business days from April 8–21, 2026, its closing bid was at or above $1.00. Nasdaq has now confirmed compliance and no further deficiencies are outstanding. Jet.AI states it is committed to maintaining strong financial discipline and governance while focusing on strategic priorities, including development of its AI data center portfolio, but cautions there is no assurance it will maintain compliance in the future.
Jet.AI Inc. reported two key actions: a large reverse stock split and a strategic investment tied to SpaceX. The company implemented a 1-for-200 reverse stock split of its common stock, mainly to help regain compliance with Nasdaq’s minimum $1.00 bid-price listing requirement.
After the split, issued and outstanding shares decreased from 129,362,471 to about 646,812, with no change in par value or authorized share count; fractional shares are settled in cash, and options and warrants were proportionally adjusted. Jet.AI also subscribed for 8,347 equity certificates in a Verso vehicle for $5,250,000, providing an economic interest that tracks SpaceX preferred stock through an SPV structure, aligning with its pivot toward AI infrastructure and exposure to SpaceX and xAI.
Jet.AI Inc. reported that its board of directors authorized a share repurchase program of up to $5 million of common stock, available for buybacks through December 31, 2026. Repurchases may occur at the company’s discretion via open-market purchases, negotiated deals, block trades, accelerated repurchases, or trading plans, and the program can be modified or suspended at any time.
The company also announced completion of the third set of milestones for Midwestern and Maritime hyperscale data center campuses operated by its Convergence Compute LLC joint venture. Achievements include a transmission power load study application, natural gas supply confirmation for up to six turbines at the Midwestern campus, a letter of intent to source hydro and wind power for the Maritime campus, and assignment of related property lease rights to the joint venture.
Jet.AI Inc. stockholder Vladimir A. Semenikhin reports beneficial ownership of 4,450,000 common shares, representing about 3.7% of the company based on 119,209,666 shares outstanding as of March 6, 2026. He acquired the stake for approximately $1.65 million using personal funds.
Semenikhin expresses concern about what he views as material dilution from recent equity issuance, especially ahead of a proposed merger vote, and questions whether Jet.AI’s capital allocation and financing practices align with long-term stockholder interests. He indicates he may consider further engagement with the board, management, other stockholders, or other actions available to stockholders.
Jet.AI Inc. reported full year 2025 revenue of $9.2 million, down from $14.0 million in 2024, but swung to net income of $4.6 million versus a prior-year loss of $12.7 million. The profit was driven largely by a $14.5 million unrealized gain on other investments, while operating loss remained sizeable at $10.1 million.
Cash was $1.8 million with no debt as of December 31, 2025, and approximately $13.7 million with no debt as of March 5, 2026. Management highlighted progress on Canadian and Nevada AI data center joint ventures, a planned merger with flyExclusive targeted to close by April 30, 2026, and access to a $250 million shelf facility to support future capital needs.