JTAI

Business Context and Reporting Period

Company: Jet.AI Inc.
Filing Type: Form 8-K (Current Report)
Date of Report: February 13, 2026
Event: The Board of Directors declared a dividend distribution of one "Right" for each outstanding share of Common Stock. This action implements a poison pill (shareholder rights plan) designed to deter unsolicited takeover attempts.

Key Financial Metrics

This filing does not contain financial performance data such as revenue, profit, cash flow, or debt levels. The document focuses exclusively on the terms of the Rights Agreement. Key financial terms related to the Rights include:

• Dividend: One Right per share of Common Stock.
• Record Date: February 24, 2026.
• Exercise Price: $0.70 per Right (for one one-thousandth of a share of Series C Junior Participating Preferred Stock).
• Redemption Price: $0.01 per Right (at the Board's discretion prior to a triggering event).
• Expiration Date: February 12, 2027, unless redeemed or exchanged earlier.

Material Changes Versus Prior Period

There are no prior period comparisons for financial metrics as this is a corporate governance filing. The material change is the establishment of a new shareholder rights plan effective immediately upon the declaration of the dividend. Prior to this filing, no such Rights were outstanding.

Guidance, Outlook, and Material Terms

Triggering Events: The Rights become exercisable (the "Distribution Date") upon the earlier of:

• 10 days after a person acquires beneficial ownership of 10% or more of the Common Stock (an "Acquiring Person").
• 10 business days after the commencement of a tender offer that would result in an Acquiring Person.

Flip-In Provision: If an Acquiring Person is identified, holders (excluding the Acquiring Person) may exercise Rights to purchase Common Stock with a value equal to two times the Purchase Price ($1.40 value per Right). Flip-Over Provision: If the Company merges or sells 50% or more of its assets after an Acquiring Person is identified, holders may exercise Rights to purchase common shares of the acquiring company with a value equal to two times the Purchase Price. Redemption: The Board may redeem the Rights in whole at $0.01 per Right at any time before a person becomes an Acquiring Person. Amendments: The Board may amend the Rights Agreement without stockholder approval prior to a person becoming an Acquiring Person. Amendments after a triggering event cannot adversely affect the interests of holders (excluding the Acquiring Person).

Investor Verification Checklist

• Verify the exact number of outstanding Common Stock shares as of the Record Date (February 24, 2026) to calculate the total number of Rights issued.
• Review the attached Rights Agreement (Exhibit 4.1) for specific exceptions regarding "inadvertent acquisitions" and derivative positions.
• Confirm the filing of the Certificate of Designation for Series C Junior Participating Preferred Stock (Exhibit 3.1) with the Delaware Secretary of State.
• Monitor for any press releases or subsequent filings indicating the Board's intent to redeem the Rights at $0.01.
• Check for any existing agreements or arrangements that might already classify a shareholder as an "Acquiring Person" under the 10% threshold.