Jet.AI Inc.

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.