{"url_path":"/sec/jtai/8-k/2026-07-21/item-5-02","section_key":"item-5-02","section_title":"Item 5.02 **","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-07-21","source_url":"https://www.sec.gov/Archives/edgar/data/1861622/0001493152-26-034101-index.html","accession_number":"0001493152-26-034101","cik":"0001861622","ticker":"JTAI","issuer_name":"Jet.AI Inc.","edgar_url":"https://www.sec.gov/Archives/edgar/data/1861622/0001493152-26-034101-index.html","primary_entity_key":"0001861622","primary_entity_name":"Jet.AI Inc."},"word_count":519,"has_tables":true,"body_markdown":"**Item\n5.02**\n**Departure\nof Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.**\n\n \n\n**Performance\nShare Unit Awards**\n\n \n\nAs\ndescribed in the definitive proxy statement filed by Jet.AI Inc. (the “Company”) with the Securities and Exchange Commission\n(the “SEC”) on May 4, 2026, the Company previously granted certain Performance Share Unit (“PSU”) awards to certain\nof its employees and executive officers in accordance with PSU award agreements with each respective employee and executive officer.\nEach PSU award agreement provides that all PSUs will vest upon a change of control, unless otherwise approved by the unanimous approval\nof the disinterested members of the Company’s board of directors. The vesting of all existing PSU awards was expected to accelerate\nin connection with the transactions associated with the Amended and Restated Agreement and Plan of Merger and Reorganization, as subsequently\namended with flyExclusive, Inc., FlyX Merger Sub, Inc., and Jet.AI SpinCo, Inc. (the “Merger Transactions”). Closing of the\nMerger Transactions occurred on July 13, 2026.\n\n \n\nUpon\nconsideration of the disinterested members of the Company’s board of directors, which included, among other things, the purpose\nof the PSU awards, the interests of the Company’s stockholders, and an analysis of the potential substantial dilution that would\noccur upon accelerated vesting of the PSU awards as a result of the Merger Transactions, the disinterested members of the Company’s\nboard of directors unanimously determined that certain of the unvested PSU awards would not vest as a result of a change of control occurring\nin connection with the Merger Transactions. As a result of that determination, approximately 1,621,321 shares of the Company’s\ncommon stock (that otherwise would have been issuable upon full accelerated vesting of the PSU awards in connection with the Merger Transactions)\nwere not issued, thereby avoiding corresponding dilution to the Company’s existing stockholders. All unvested PSU awards that were\noutstanding as of the closing of the Merger Transactions remain unvested as of the date of this Current Report on Form 8-K.\n\n \n\n**Restricted\nStock Awards**\n\n \n\nOn\nJuly 15, 2026, on the recommendation of an independent third-party executive compensation consultant, the compensation committee of the\nCompany’s board of directors granted restricted stock awards to the Company’s officers and certain employees under the Jet.AI\nInc. 2023 Amended and Restated Omnibus Incentive Plan. The awards represent, in the aggregate, 360,000 shares of the Company’s\ncommon stock and are scheduled to vest in full on the anniversary of the grant date, subject to the terms and conditions of the applicable\naward agreements. Vesting of the restricted stock awards may accelerate in connection with a “Change of Control,” as defined\nin the applicable award agreements, or upon termination of employment as a result of death or disability. The award recipients may not\nsell, transfer, assign, pledge, or otherwise alienate or hypothecate any of the restricted stock until the shares are vested.\n\n \n\nThe\nforegoing summary of the terms of the award agreements is subject to, and qualified in its entirety by, the form of award agreement,\nwhich is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference."}