What the Deal Is, What It Is Not, and What You Should Do
As of June 16, 2026, approximately 37.9% of the shares outstanding and entitled to vote had been voted. Approximately 98.3% of the votes cast were in favor of the transaction.
LAS VEGAS, NV, June 17, 2026 (GLOBE NEWSWIRE) — Jet.AI Inc. (“Jet.AI” or the “Company”) (NASDAQ: JTAI), an emerging provider of high-performance GPU infrastructure and AI cloud services, issued an investor guide designed to help stockholders better understand the proposed transaction with flyExclusive, Inc. (“flyExclusive”), including what the transaction means for Jet.AI stockholders and the steps they need to take ahead of the reconvened Special Meeting of Stockholders on June 23, 2026, scheduled to be held at 4:00 p.m. Eastern time.
The Big Picture – What Is Happening?
Jet.AI and flyExclusive have agreed to a transaction that gives current Jet.AI stockholders two things at once: (1) shares in flyExclusive (NYSE American: FLYX) – one of the largest private jet operators in the United States; and (2) continued ownership of their existing Jet.AI shares. If stockholders holding a majority of Jet.AI’s outstanding common shares vote “FOR” the transaction and the deal closes, stockholders will end up holding stock in two companies instead of one.
What Shareholders Need To Do
The transaction cannot close without a majority of all outstanding Jet.AI common shares (as of May 8, 2026) voting in favor. Not voting has the same exact effect as voting “AGAINST” the deal. Stockholders will need to obtain their unique control number to vote.
If you have not received a proxy card in the mail, contact your broker or financial institution where you hold your Jet.AI shares and request your control number. If you need help, please contact Laurel Hill Advisory Group, the Company’s proxy solicitor, at 888.742.1305 or via email at JTAI@laurelhill.com.
Once you have your control number, you may submit your vote using any of the following methods:
- Vote Online: Go to the secure website listed on your proxy card or voting instruction form (http://www.proxyvote.com) and enter your unique control number.
- Vote by Phone: Use the toll-free number provided to you in your original proxy mailing.
- Vote by Mail: Simply sign, date, and mail back your proxy card in the prepaid envelope.
If you do not plan to attend the reconvened Special Meeting on June 23, 2026, your vote must be received by 11:59 p.m. Eastern Time on June 22, 2026 to be counted.
What Stockholders Stand to Gain
Jet.AI’s Board of Directors unanimously recommends voting “FOR” this transaction for the following primary reasons:
- A second stock at no cost: If approved, SpinCo shares will be distributed to you for free, then will convert into flyExclusive Class A common stock – a publicly listed, tradeable security.
- A built-in premium on Jet.AI’s assets: flyExclusive will not pay dollar-for-dollar for the assets it receives. The deal includes a premium of 110%–120% meaning the market value of flyExclusive shares issued to you is designed to exceed the assets being transferred. The bigger the assets sold the bigger the premium.
- Jet.AI refocuses on high-growth AI: By divesting the capital-intensive aviation business, Jet.AI could direct additional resources towards advancing its AI and data center infrastructure business. Jet.AI stockholders could participate in that upside while the aviation assets move to a stronger, larger operator.
- A stronger flyExclusive: The additional assets and working capital would strengthen flyExclusive’s balance sheet, which would benefit the value of your new flyExclusive shares.
What This Transaction Is NOT
- Not a buyout of Jet.AI: Jet.AI is not being acquired, merged away, or shut down. Its common stock will continue to trade on the Nasdaq Stock Market LLC under the ticker “JTAI” as an independent public company.
- Not a loss of your Jet.AI shares: You keep every Jet.AI share you own today. Your shares will not be canceled or redeemed.
- Not a whole-company merger: Only Jet.AI SpinCo, Inc. – the subsidiary entity holding Jet.AI’s aviation assets and related working capital – would merge into flyExclusive. Jet.AI itself will remain a separate, publicly traded company focusing on AI infrastructure.
How the Transaction Works – Five Simple Steps
- Jet.AI Created a New Subsidiary (SpinCo)
Jet.AI will transfer its aviation assets and related working capital into its wholly owned subsidiary called Jet.AI SpinCo, Inc. (“SpinCo”), which was formed solely to facilitate the proposed flyExclusive transaction.
- SpinCo Shares Are Distributed to You, Free of Charge
Jet.AI will distribute 100% of SpinCo’s shares to existing Jet.AI stockholders on a proportional (pro-rata) basis. There is no cost to you.
- SpinCo Merges Into flyExclusive
SpinCo, holding Jet.AI’s aviation assets and related working capital, merges into a wholly owned subsidiary of flyExclusive.
- Your SpinCo Shares Become flyExclusive Shares
After the merger closes, your SpinCo shares convert into flyExclusive Class A common stock.
- Jet.AI Pivots Fully Into Artificial Intelligence
After the transaction, Jet.AI retains its software and intellectual property, including the CharterGPT iOS app and related AI tools, and will no longer operate charter flights on its jets. Jet.AI will refocus on developing AI infrastructure and data centers. This includes its previously announced data center projects, including the joint venture with Consensus Core Technologies Inc. for two data center projects in Canada and a proposed joint venture for a data center project in Moapa, Nevada.
Vote Recommendation from Independent Firms
Both Institutional Shareholder Services Inc. and Glass, Lewis & Co., leading independent providers of global proxy research and corporate governance advisory services, have recommended that Jet.AI stockholders vote “FOR” the proposed flyExclusive transaction. Jet.AI’s Board of Directors strongly urges all stockholders of record to follow these recommendations and vote their shares “FOR” the proposed flyExclusive transaction as soon as possible.
Important Dates
Reconvened Meeting Date: June 23, 2026, at 4:00 p.m. Eastern Time.
Record Date: Stockholders of record as of May 8, 2026 are entitled to vote.
Vote Deadline: If you do not plan to attend the reconvened Special Meeting, your vote must be received by 11:59 p.m. Eastern Time on June 22, 2026.
Already voted? No further action is needed unless you wish to change your vote.
Questions or Need Assistance Voting?
If you have questions regarding the transaction or require assistance casting your vote, please contact Jet.AI’s proxy solicitation agent, Laurel Hill Advisory Group, immediately at 888.742.1305 or via email at JTAI@laurelhill.com.
About Jet.AI Inc.
Jet.AI Inc. (NASDAQ: JTAI) is a technology-driven company focused on deploying artificial intelligence tools and high-performance GPU infrastructure to enhance decision-making, efficiency, and performance across complex systems. The Company is listed on the NASDAQ Capital Market under the ticker symbol “JTAI.” To learn more, visit http://www.jet.ai.
Additional Information and Where to Find It
In connection with the transactions contemplated by the Amended and Restated Agreement and Plan of Merger and Reorganization, dated May 6, 2025, between Jet.AI, flyExclusive, FlyX Merger Sub, Inc., and Jet.AI SpinCo, Inc. (as amended, the “Merger Agreement”), flyExclusive has filed a Registration Statement on Form S-4 (File No. 333-284960) (as amended, the “Registration Statement”) to register the shares of flyExclusive common stock that will be issued in connection with the proposed transactions. The Registration Statement was declared effective on April 30, 2026 and includes a preliminary proxy statement of the Company and a preliminary prospectus of flyExclusive. Jet.AI and flyExclusive filed a definitive proxy statement and final prospectus, respectively (together, the “Proxy Statement/Prospectus”), with the SEC on May 4, 2026 and they each may file with the SEC other relevant documents concerning the proposed transactions. The definitive proxy statement and other relevant documents were mailed to Jet.AI stockholders as of May 8, 2026, the record date established for voting on the proposed transactions, in connection with Jet.AI’s solicitation of proxies for the special meeting. This communication is not a substitute for the Registration Statement, the Proxy Statement/Prospectus, or any other document that the parties have filed or will file with the SEC, or send to stockholders, in connection with the proposed transactions.
BEFORE MAKING ANY VOTING OR INVESTMENT DECISION, INVESTORS AND STOCKHOLDERS ARE URGED TO READ THE REGISTRATION STATEMENT AND PROXY STATEMENT/PROSPECTUS REGARDING THE PROPOSED TRANSACTIONS AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THOSE DOCUMENTS, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE COMPANY, FLYEXCLUSIVE, AND THE PROPOSED TRANSACTIONS AND RELATED MATTERS.
A copy of the Registration Statement, Proxy Statement/Prospectus, as well as other filings containing information about the Company, may be obtained, free of charge, at the SEC’s website at http://www.sec.gov when they are filed. You will also be able to obtain these documents, when they are filed, free of charge, from the Company by accessing the Company’s website at investors.jet.ai. Copies of the Registration Statement, the Proxy Statement/Prospectus and the filings with the SEC that will be incorporated by reference therein can also be obtained, without charge, by directing a request to the Company at 10845 Griffith Peak Drive, Suite 200, Las Vegas, NV 89135, Attention: Board Secretary, or by phone at (702) 747-4000. The information on the Company’s website is not, and shall not be deemed to be, a part of this communication or incorporated into other filings either company makes with the SEC.
Participants in the Solicitation of Proxies
Jet.AI, flyExclusive, and certain of their respective directors and officers may be deemed participants in the solicitation of proxies from Jet.AI’s stockholders in connection with the proposed transactions. Jet.AI’s stockholders and other interested persons may obtain, without charge, more detailed information regarding the names and interests in the proposed transactions of Jet.AI’s directors and officers in the parties’ filings with the SEC, including Jet.AI’s annual reports on Form 10-K and quarterly reports on Form 10-Q. Information regarding the persons who may, under SEC rules, be deemed participants in the solicitation of proxies to Jet.AI’s stockholders in connection with the proposed transactions and a description of their direct and indirect interests will be included in the definitive proxy statement/prospectus relating to the proposed transactions when it becomes available. Stockholders, potential investors and other interested persons should read the definitive proxy statement/prospectus carefully before making any voting or investment decisions. You may obtain free copies of these documents from the sources indicated above.
No Offer or Solicitation
This communication is for information purposes only and is not intended to and does not constitute, or form part of, an offer, invitation or the solicitation of an offer or invitation to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of any securities, or the solicitation of any vote or approval in any jurisdiction, pursuant to the proposed transactions or otherwise, nor shall there be any sale, issuance or transfer of securities in any jurisdiction in contravention of applicable law. The proposed transactions are expected to be implemented solely pursuant to the legally binding definitive agreement, and which contains the material terms and conditions of the proposed transactions. No offer of securities shall be made except by means of a prospectus meeting the requirements of the Securities Act of 1933, as amended, or an exemption therefrom.
Forward-Looking Statements
This press release contains certain statements that may be deemed to be “forward-looking statements” within the meaning of the federal securities laws, including the safe harbor provisions under the Private Securities Litigation Reform Act of 1995, with respect to the products and services offered by Jet.AI and the markets in which it operates, Jet.AI’s projected future results, and Jet.AI’s perception of market conditions, including the expected timing of the closing and the future business strategy of Jet.AI. Statements that are not historical are forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Forward-looking statements relate to future events or our future performance or future financial condition. These forward-looking statements are not historical facts, but rather are based on current expectations, estimates and projections about our Company, our industry, our beliefs and our assumptions. These forward-looking statements generally are identified by the words “believe,” “project,” “expect,” “anticipate,” “estimate,” “intend,” “strategy,” “future,” “opportunity,” “plan,” “may,” “should,” “will,” “would,” “will be,” “will continue,” “will likely result,” and similar expressions or the negative of these terms or other similar expressions, but the absence of these words does not mean that a statement is not forward-looking. Forward-looking statements are predictions, projections and other statements about future events that are based on current expectations and assumptions and, as a result, are subject to risks and uncertainties that could cause the actual results to differ materially from the expected results, including the failure to obtain stockholder approval, the failure to satisfy closing conditions, and broader market conditions. As a result, caution must be exercised in relying on forward-looking statements, which speak only as of the date they were made. Factors that could cause actual results to differ materially from those expressed or implied in forward-looking statements can be found in the Company’s most recent Annual Report on Form 10-K and subsequent reports filed with the Securities and Exchange Commission. These filings identify and address other important risks and uncertainties that could cause actual events and results to differ materially from those contained in the forward-looking statements. Readers are cautioned not to put undue reliance on forward-looking statements, and Jet.AI assumes no obligation and does not intend to update or revise these forward-looking statements, whether because of new information, future events, or otherwise, except as provided by law.
Investor Relations Contact:
Gateway Group, Inc.
949-574-3860
Jet.AI@gateway-grp.com
