{"url_path":"/sec/soar/8-k/2026-09-11/item-3-03","section_key":"item-3-03","section_title":"Item 3.03 Material Modification to Rights of Security Holders.**","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-09-11","source_url":"https://www.sec.gov/Archives/edgar/data/1853070/0001493152-26-042429-index.html","accession_number":"0001493152-26-042429","cik":"0001853070","ticker":"SOAR","issuer_name":"Volato Group, Inc.","edgar_url":"https://www.sec.gov/Archives/edgar/data/1853070/0001493152-26-042429-index.html","primary_entity_key":"0001853070","primary_entity_name":"Volato Group, Inc."},"word_count":449,"has_tables":true,"body_markdown":"** **\n\n**Item 3.03\nMaterial Modification to Rights of Security Holders.**\n\n** **\n\nOn\nSeptember 11, 2026, the Company filed a Certificate of Designations, Preferences and Rights of the Series A Convertible Preferred Stock\nand a Certificate of Designations, Preferences and Rights of the Series A-1 Convertible Preferred Stock (collectively, the “Certificates\nof Designation”) with the Secretary of State of the State of Delaware that set forth the rights, preferences, powers, and restrictions\nof the shares of Series A Preferred Stock and Series A-1 Preferred Stock, respectively.\n\n \n\nAt\nthe Closing, all capital stock and other securities of Aligned, excluding options and warrants, issued and outstanding immediately\nprior to the Effective Time were converted into the right to receive the Merger Consideration Shares. Specifically, the Aligned securityholders\neach have the right to obtain their pro rata share of the Conversion Shares. Each of Series A Preferred Stock and Series A-1 Preferred\nStock will be convertible, at the election of the holders, into a number of shares of Volato Common Stock determined by dividing the\nstated value of $641.5267 per share by $0.1537, as may be adjusted under the terms of the Certificates of Designation.\n\n \n\n \n\n \n\n \n\nIf\nthe conversion would cause a holder to exceed ownership of 4.99% of the Volato Common Stock (the “Beneficial Ownership Limitation”),\nthen the Company will only issue such number of shares to such holder as instructed by such holder and as would not cause such holder\nto exceed the maximum number of shares permitted under the Beneficial Ownership Limitation. The Beneficial Ownership Limitation may be\nincreased or decreased with at least 60 days prior notice by a holder, but may not be increased above 9.99%.\n\n \n\nHolders\nof the Series A Preferred Stock and Series A-1 Preferred Stock are entitled to receive dividends on shares of the Series A Preferred\nStock and Series A-1 Preferred Stock on an as-if-converted basis, without regard to any beneficial ownership limitation, equal to and\nin the same form and manner as dividends are paid to holders of the shares of Volato Common Stock. Subject to any requirements of the\nGeneral Corporation Law of the State of Delaware, the Series A Preferred Stock and Series A-1 Preferred Stock have no voting rights.\nThe Series A Preferred Stock and Series A-1 Preferred Stock rank senior to shares of Volato Common Stock as to distributions of assets\nupon liquidation, dissolution, or winding up of the Company.\n\n \n\nThe\nforegoing description of the Certificates of Designation does not purport to be complete and is qualified in its entirety by reference\nto the form of the Certificates of Designation, which are filed as Exhibit 3.1 and Exhibit 3.2 to this Current Report on Form 8-K and\nare incorporated herein by reference."}