Volato (NYSE: SOAR) halts $9.3M ATM after selling $477K

Filing Impact

(Moderate)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

Volato Group, Inc. has terminated its at-the-market stock sales program. The company previously entered into an ATM Sales Agreement with Virtu Americas LLC on December 5, 2025, allowing sales of Class A common stock of up to $9,300,000.

On March 19, 2026, Volato delivered a Notice of Termination under Section 13(b) of the agreement, making the termination effective March 22, 2026. No further offers or sales will occur under this program. Before termination, Volato sold shares with an aggregate value of $477,090.84 through the ATM.

8-K Event Classification

2 items: 1.02, 9.01

2 items

Item 1.02 Termination of a Material Definitive Agreement Business

A significant contract was terminated, which may affect business operations or revenue.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Understanding 8-K Material Events →

03/25/2026 - 04:05 PM

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): March 19, 2026

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:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	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 ☒

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. ☐

Item 1.02. Termination of a Material Definitive Agreement.

As previously disclosed in a Current Report on Form 8-K filed by Volato Group, Inc. (the “Company”) on December 8, 2025 (the “Prior Form 8-K”), the Company entered into an ATM Sales Agreement (the “Agreement”) with Virtu Americas LLC (the “Agent”) on December 5, 2025, pursuant to which the Agent would act as the Company’s sole sales agent or principal with respect to the offer and sale from time-to-time of shares of the Company’s Class A Common Stock, par value $0.0001 per share, having an aggregate gross sales price of an aggregate of up to $9,300,000 (the “Shares”), by any method permitted by law deemed to be an “at the market” offering as defined in Rule 415 under the Securities Act of 1933, as amended.

On March 19, 2026, pursuant to Section 13(b) of the Agreement, the Company delivered a Notice of Termination to the Agent terminating the Agreement as of March 22, 2026. No further offers or sales of Shares will be conducted under the Agreement. Prior to such termination, the Company sold Shares with an aggregate value of $477,090.84 under the Agreement.

A copy of the Agreement was filed as Exhibit 1.1 to the Prior Form 8-K, and the description above is qualified in its entirety by reference to the full text of such exhibit.

Item 9.01. Financial Statements and Exhibits.

Exhibit No.		Description
104		Cover Page Interactive Data File (embedded with 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: March 25, 2026

	Volato Group, Inc.

	By:	/s/ Mark Heinen
	Name:	Mark Heinen
	Title:	Chief Financial Officer

Source: View Original Filing on SEC EDGAR

FAQ

What did Volato Group (SOAR) announce regarding its ATM stock program?

Volato Group terminated its at-the-market stock sales program with Virtu Americas LLC, effective March 22, 2026. The agreement had allowed sales of Class A common stock up to $9,300,000 before this termination.

How much stock did Volato Group (SOAR) sell under its $9.3 million ATM?

Before ending the program, Volato sold Class A common stock with an aggregate value of $477,090.84. These sales occurred under its at-the-market agreement that had authorized up to $9,300,000 in potential gross proceeds.

When did Volato Group’s (SOAR) ATM termination become effective?

Volato delivered a Notice of Termination on March 19, 2026, and the ATM Sales Agreement ended effective March 22, 2026. After that effective date, no further offers or sales of shares occur under the terminated program.

Who was Volato Group’s (SOAR) sales agent for the ATM program?

Virtu Americas LLC acted as Volato’s sole sales agent or principal for the at-the-market offering. The agreement covered sales of Volato’s Class A common stock, with potential aggregate gross sales of up to $9,300,000 before termination.

What type of securities were offered in Volato Group’s (SOAR) ATM?

The ATM covered Volato’s Class A common stock, par value $0.0001 per share. Shares could be sold from time to time in an at-the-market offering as defined under Rule 415 of the Securities Act of 1933.

Filing Exhibits & Attachments

4 documents