Jet.AI Inc.

For the period ended Nov 25, 2025. Filed Nov 25, 2025.

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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.

Nov 25, 2025 · Filed Nov 25, 2025

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JTAI$0.91+2.0%Stored close · as of Nov 6, 2026

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

(Rule 14a-101)

INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

Filed by the Registrant ☒

Filed by a party other than the Registrant ☐

Check the appropriate box:

☐	Preliminary Proxy Statement
☐	Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
☒	Definitive Proxy Statement
☐	Definitive Additional Materials
☐	Soliciting Material Pursuant to §240.14a-12

Jet.AI Inc.

(Name of Registrant as Specified in its Charter)

Not applicable.

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check all boxes that apply):

☒	No fee required.
☐	Fee paid previously with preliminary materials.
☐	Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.

November 25, 2025

Dear Stockholder:

We cordially invite you to attend the 2025 Annual Meeting of Stockholders of Jet.AI Inc. (the “Annual Meeting”). The Annual Meeting will be held on December 19, 2025, at 10:00 a.m. Pacific Time and will be held entirely online live via audio webcast. You will be able to attend and participate in the Annual Meeting virtually by visiting https://www.cstproxy.com/jetai/2025, where you will be able to listen to the Annual Meeting live and vote. If you do not have Internet capabilities, you can listen to the Annual Meeting by phone by dialing +1 800-450-7155 (toll-free) within the U.S. and Canada or +1 857-999-9155 (standard rates apply) outside of the U.S. and Canada. When prompted enter the pin number 6916385#. This option is listen-only, and you will not be able to vote during the Annual Meeting if you choose to participate telephonically.

You will find important information about the matters to be voted on at the Annual Meeting in the accompanying Notice of Annual Meeting of Stockholders (the “Notice”) and Proxy Statement. The Notice, Proxy Statement, and related materials provide important information and tell you how to vote prior to the Annual Meeting.

Your vote is important. We hope you will attend the virtual Annual Meeting. We encourage you to review the proxy materials and vote as soon as possible. You may vote on the internet as described in the attached proxy materials. You also may vote by mail if you timely request to receive printed copies of these proxy materials in the mail. You will also be able to vote your shares electronically during the Annual Meeting. Details about how to attend the virtual Annual Meeting and how to cast your votes are posted at https://www.cstproxy.com/jetai/2025 and can be found in this proxy statement in the section entitled “Questions and Answers about the Annual Meeting and Voting—How can I attend and vote at the Annual Meeting?”.

Very truly yours,

/s/ Michael Winston

Michael Winston

Interim Chief Executive Officer

NOTICE OF 2025 ANNUAL MEETING OF STOCKHOLDERS

Annual Meeting Date	December 19, 2025
Time	10:00 a.m. Pacific Time
Place	The meeting will be held entirely online live via audio webcast, which can be accessed at https://www.cstproxy.com/jetai/2025. If you do not have Internet capabilities, you can listen to the Annual Meeting by phone by dialing +1 800-450-7155 (toll-free) within the U.S. and Canada or +1 857-999-9155 (standard rates apply) outside of the U.S. and Canada. When prompted enter the pin number 6916385#.

Items of Business	(1)	To elect two Class II directors to serve until our 2028 annual meeting of stockholders;
	(2)	To ratify the appointment of Hacker Johnson & Smith PA as our independent registered public accounting firm for our fiscal year ending December 31, 2025;
	(3)	To approve an amendment to the Amended and Restated 2023 Jet.AI Inc. Omnibus Incentive Plan (the “Plan”), to increase the number of shares of our common stock that may be issued under the Plan to 775,000 shares plus an amount of shares that will account for all shares issuable in connection with the vesting of certain performance share unit awards that we granted to our executive management team;
	(4)	To approve the potential issuance of shares of our common stock underlying the warrant issued in the Hexstone Transaction described in the proxy statement accompanying this notice that, upon issuance could result in the issuance of shares in an amount in excess of 20% of our outstanding shares of common stock at a price less than the Minimum Price as defined by, and in accordance with, Nasdaq Listing Rule 5635(d);
	(5)	To approve an amendment to Article IV of our Certificate of Incorporation to increase the number of authorized shares of our common stock from 200,000,000 to 1,000,000,000;
	(6)	To consider and vote on a proposal to grant our Board of Directors the discretion to amend our Certificate of Incorporation to effect a reverse stock split at a ratio not less than one-for-two and not greater than one-for-two hundred fifty, with the exact ratio to be set within that range at the discretion of the Board without further approval or authorization of our stockholders;
	(7)	To approve to adjourn the Annual Meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies if there are insufficient votes for, or otherwise in connection with, the approval of any of the proposals; and
	(8)	To transact any other business that properly comes before the Annual Meeting and any adjournment or postponement of the Annual Meeting.

Record Date	Holders of record of our capital stock on November 7, 2025, are entitled to receive notice of, and to vote at, the Annual Meeting and any postponement or adjournment of the Annual Meeting.
Voting	Your vote is important. We encourage you to read the accompanying proxy materials and submit your vote as soon as possible. You can find information about how to cast your vote in the question-and-answer section of the accompanying proxy statement.

This Notice and the accompanying materials, including our Annual Report on Form 10-K for the year ended December 31, 2024, are being mailed to shareholders on or about November 25, 2025. Stockholders also may access the proxy materials at https://www.cstproxy.com/jetai/2025.

By Order of the Board of Directors of Jet.AI Inc.

/s/ Michael Winston

Michael Winston

Interim Chief Executive Officer

Las Vegas, Nevada

November 25, 2025

TABLE OF CONTENTS

General Information	1
Voting Matters	3
Emerging Growth Company Explanatory Note	8
Proposal 1 – Election of Directors	9
Executive Officer and Director Compensation	17
Proposal 2 – Ratification of Auditors	23
Audit Committee Report	24
Proposal 3 – Approval of an Amendment to the 2023 Jet.AI Inc. Amended and Restated Omnibus Incentive Plan	25
Proposal 4 – Approval of the Issuance of Securities to Hexstone	37
Proposal 5 – Approval of an Amendment to Our Certificate of Incorporation to Increase the Number of Authorized Shares of Common Stock	41
Proposal 6 – Approval of a Reverse Stock Split	42
Proposal 7 – Approval of the Adjournment Proposal	49
Security Ownership of Certain Beneficial Owners and Management	50
Certain Relationships and Related Party Transactions	51
Householding	56
Future Stockholder Proposals	56
Where You Can Find More Information	56
Other Matters	57
Appendix A – Form of Proxy Card	A-1
Appendix B – Form of Amendment to 2023 Jet.AI Inc. Amended and Restated Omnibus Incentive Plan	B-1
Appendix C – Form of Certificate of Amendment for the Increase in Authorized Shares	C-1
Appendix D – Form of Certificate of Amendment for a Reverse Stock Split	D-1

Proxy Statement for Annual Meeting of Stockholders

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR

THE STOCKHOLDERS MEETING TO BE HELD ONDecember 19, 2025:

THIS PROXY STATEMENT, THE PROXY CARD AND OUR ANNUAL REPORT ON FORM 10-K

FOR THE YEAR ENDED DECEMBER 31, 2024, ARE AVAILABLE ON THE INTERNET AT

https://www.cstproxy.com/jetai/2025.

ContentsView on SEC.gov

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