Jet.AI 提交8-K 披露董事會阻止PSU加速歸屬 避免約162萬股稀釋

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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): July 15, 2026

 

Jet.AI
Inc.

(Exact
Name of Registrant as Specified in its Charter)

 

 
 Delaware
  
 001-40725
  
 93-2971741

 
 (State
 or other jurisdiction
  
 (Commission
  
 (I.R.S.
 Employer

 
 of
 incorporation or organization)
  
 File
 Number)
  
 Identification
 No.)

 
 

10845
Griffith Peak Dr.

Suite
200

Las
Vegas, NV 89135

(Address
of principal executive offices)

 

(Registrant’s
telephone number, including area code) (702) 747-4000

 

None

(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 (see General Instruction A.2.below):

 

 
 ☐
 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
  
 Name
 of each exchange on which registered:

 
 Common
 Stock, par value $0.0001 per share
  
 JTAI
  
 The
 Nasdaq Stock Market LLC

 
 

Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405)
or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

 

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
 5.02 
 Departure
 of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

 
 

Performance
Share Unit Awards

 

As
described in the definitive proxy statement filed by Jet.AI Inc. (the “Company”) with the Securities and Exchange Commission
(the “SEC”) on May 4, 2026, the Company previously granted certain Performance Share Unit (“PSU”) awards to certain
of its employees and executive officers in accordance with PSU award agreements with each respective employee and executive officer.
Each PSU award agreement provides that all PSUs will vest upon a change of control, unless otherwise approved by the unanimous approval
of the disinterested members of the Company’s board of directors. The vesting of all existing PSU awards was expected to accelerate
in connection with the transactions associated with the Amended and Restated Agreement and Plan of Merger and Reorganization, as subsequently
amended with flyExclusive, Inc., FlyX Merger Sub, Inc., and Jet.AI SpinCo, Inc. (the “Merger Transactions”). Closing of the
Merger Transactions occurred on July 13, 2026.

 

Upon
consideration of the disinterested members of the Company’s board of directors, which included, among other things, the purpose
of the PSU awards, the interests of the Company’s stockholders, and an analysis of the potential substantial dilution that would
occur upon accelerated vesting of the PSU awards as a result of the Merger Transactions, the disinterested members of the Company’s
board of directors unanimously determined that certain of the unvested PSU awards would not vest as a result of a change of control occurring
in connection with the Merger Transactions. As a result of that determination, approximately 1,621,321 shares of the Company’s
common stock (that otherwise would have been issuable upon full accelerated vesting of the PSU awards in connection with the Merger Transactions)
were not issued, thereby avoiding corresponding dilution to the Company’s existing stockholders. All unvested PSU awards that were
outstanding as of the closing of the Merger Transactions remain unvested as of the date of this Current Report on Form 8-K.

 

Restricted
Stock Awards

 

On
July 15, 2026, on the recommendation of an independent third-party executive compensation consultant, the compensation committee of the
Company’s board of directors granted restricted stock awards to the Company’s officers and certain employees under the Jet.AI
Inc. 2023 Amended and Restated Omnibus Incentive Plan. The awards represent, in the aggregate, 360,000 shares of the Company’s
common stock and are scheduled to vest in full on the anniversary of the grant date, subject to the terms and conditions of the applicable
award agreements. Vesting of the restricted stock awards may accelerate in connection with a “Change of Control,” as defined
in the applicable award agreements, or upon termination of employment as a result of death or disability. The award recipients may not
sell, transfer, assign, pledge, or otherwise alienate or hypothecate any of the restricted stock until the shares are vested.

 

The
foregoing summary of the terms of the award agreements is subject to, and qualified in its entirety by, the form of award agreement,
which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.

 

 
 Item
 9.01. 
 Financial
 Statements and Exhibits.

 
 

(d)
Exhibits.

 

 
 Exhibit
 No. 
  
 Description

 
  
  
  

 
 10.1
  
 Form of Jet.AI Inc. 2023 Amended and Restated Omnibus Incentive Plan Restricted Stock Award.

 
  
  
  

 
 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.

 

 
  
 JET.AI
 INC.

 
  
  
  

 
  
 By:
 /s/
 George Murnane

 
  
  
 George
 Murnane

 
  
  
 Interim
 Chief Financial Officer

 
  
  
  

 
 July
21, 2026