Jet.AI Inc. 8-K

What Happened Jet.AI Inc. filed an 8-K (Jan 7, 2026) disclosing amended and restated employment agreements dated Dec 31, 2025 with Executive Chairman/Interim CEO Michael Winston and Interim CFO George Murnane. The initial term runs from Dec 31, 2025 through Dec 31, 2028, with automatic one‑year renewals unless timely notice is given. The agreements set base salaries, bonus targets, equity participation, change‑of‑control payments, and severance protections.

Key Details

• Base salaries (effective Jan 1, 2026): Winston $425,000; Murnane $300,000. Board may increase (not decrease) salary and will raise salary annually at least by the year’s CPI increase.
• Market‑cap salary step‑up: If market cap ≥ $250M after financing, Winston’s salary increases to $550,000 and Murnane’s to $425,000; if market cap is between $100M and $250M, salary is prorated between current pay and the increased amount.
• Bonuses & equity: Each executive is eligible for a discretionary annual cash bonus with a target equal to 100% of salary (up to 40% of any award may be paid in immediately vested stock). They are eligible to participate in company equity plans; unvested equity will fully vest on a Change of Control.
• Change‑of‑control & severance: Each executive is entitled to a $1,500,000 special cash bonus upon the effective date of the anticipated Change of Control related to the proposed flyExclusive, Inc. transaction. If terminated without Cause or resigning for Good Reason, each executive receives (i) unpaid salary, (ii) a lump sum equal to salary for the next three years, (iii) lump-sum target bonus for each year of that three‑year severance, (iv) continued monthly benefits during severance, and (v) full vesting of unvested equity.

Why It Matters These agreements lock in leadership pay and protections for Jet.AI’s interim CEO and CFO through 2028 and create clear financial incentives tied to financing, market‑cap milestones, and a potential Change of Control (including the announced transaction with flyExclusive). For investors, the filing clarifies potential cash outflows (notably the $1.5M Change‑of‑Control bonuses and multi‑year severance commitments) and the conditions under which executive compensation would rise, accelerate equity vesting, or become payable.