Jet.AI Inc. 8-K

What Happened
Jet.AI Inc. announced on February 13, 2026 that its Board declared a dividend of one Right for each outstanding share of common stock and adopted a Rights Agreement with Continental Stock Transfer and Trust Company. The dividend is payable to holders of record as of the close of business on February 24, 2026. The Rights are part of a shareholder rights plan (commonly called a "poison pill") and are not exercisable until a Distribution Date tied to certain ownership or tender offer events.

Key Details

• Record Date: Rights payable to holders of record as of Feb 24, 2026. Rights Agreement dated Feb 13, 2026.
• Exercise terms: After the Distribution Date each Right will permit purchase of one one‑thousandth (1/1,000) of a share of newly created Series C Junior Participating Preferred Stock at a Purchase Price of $0.70 (subject to adjustment).
• Trigger and protections: A person becomes an "Acquiring Person" at beneficial ownership of 10% or more; upon that trigger non‑acquiring holders can exercise Rights for value equal to two times the Purchase Price (flip‑in). Rights can also provide flip‑over protection in certain merger/transfer scenarios.
• Term and remedies: Rights expire on Feb 12, 2027 (unless earlier redeemed or exchanged). The Board may redeem all Rights for $0.01 per Right prior to an Acquiring Person event, or exchange Rights for common stock under specified conditions.

Why It Matters
This filing puts in place a takeover-defense that can deter or limit a sudden accumulation of more than 10% of Jet.AI’s stock and change the economics of an unsolicited bid. For investors, the Rights themselves do not carry voting or dividend rights until they become exercisable, but the plan can affect takeover dynamics, potential acquisition pricing, and share‑holder outcomes in a control contest. The Rights have a limited life (to Feb 12, 2027 unless acted on earlier) and the Board retains significant authority to redeem, exchange, or amend the Rights Agreement.