UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

_________________________________________________________

FORM 8-K

_________________________________________________________

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(D)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): March 1719, 2026

_________________________________________________________

VOLATO GROUP, INC.

(Exact name of registrant as specified in its charter)

_________________________________________________________

Delaware

001-41104

86-2707040

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

1954 Airport Road, Suite 124

Chamblee, GA 30341

(Address of principal executive offices) (zip code)

844-399-8998

Registrant’s telephone number, including area code

(former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o ☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) ☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) ☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) ☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Class A Common Stock	SOAR	NYSE American LLC
Warrants, each whole warrant exercisable for one share of Class A common stock at an exercise price of $287.50	SOARW	OTC Markets Group, Inc.

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company x ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o ☐

Item 3 1.0102. ~~Notice~~Termination of ~~Delisting or Failure to Satisfy~~ a ~~Continued~~Material ~~Listing~~Definitive ~~Rule or Standard; Transfer of Listing~~Agreement.

OnAs previously ~~March~~disclosed ~~17,~~in ~~2026,~~a Current Report on Form 8-K filed by Volato Group, Inc., (the "“Company"”) ~~received~~on aDecember ~~notice~~8, ~~(the~~2025 ~~"notice") from the NYSE American LLC~~ (the “~~NYSE~~Prior ~~American~~Form 8-K”), ~~advising~~ the Company ~~that~~entered itinto isan ~~not~~ATM inSales ~~compliance~~Agreement ~~with~~ (the ~~NYSE American continued listing standards set forth in Section 1003(a~~“Agreement”)~~(i)~~ ofwith ~~the~~Virtu ~~NYSE~~Americas ~~American Company Guide~~ LLC (the ~~"Company Guide"~~“Agent”) ~~requiring~~on aDecember ~~company~~5, to2025, ~~have~~pursuant ~~stockholders’~~to ~~equity~~which ofthe atAgent ~~least~~would ~~$2.0~~act ~~million~~as ifthe itCompany’s ~~has~~sole ~~reported~~sales ~~losses~~agent ~~from continuing operations and/~~or ~~net~~principal with ~~losses~~respect into ~~two~~the ofoffer ~~its~~and ~~three~~sale ~~most~~from ~~recent~~time-to-time ~~fiscal~~of ~~years~~shares ~~and Section 1003(a)(ii)~~ of the Company’s ~~Guide~~Class ~~requiring~~A aCommon ~~company~~Stock, topar ~~have~~value ~~stockholders’ equity of at least~~ $4.0.0001 ~~million~~per ifshare, having itan ~~has~~aggregate ~~reported~~gross ~~losses~~sales ~~from~~price ~~continuing~~of ~~operations~~an ~~and/or~~aggregate ~~net losses in three~~ of ~~its~~up ~~four~~to ~~most~~$9,300,000 ~~recent fiscal years. The Company must submit a plan~~ (the “~~Plan~~Shares”), by ~~April~~any ~~16,~~method ~~2026~~permitted toby ~~the~~law deemed ~~NYSE American outlining actions it has taken or will take~~ to ~~regain~~be ~~compliance~~an ~~with~~“at the ~~continued~~market” ~~listing~~offering ~~standards~~as bydefined ~~December~~in ~~17,~~Rule ~~2026.~~415 Ifunder the ~~Plan~~Securities isAct ~~not~~of ~~permitted or the Plan is not accepted~~1933, ~~delisting~~as ~~proceedings will commence~~amended.

~~The~~On March ~~notice~~19, ~~has~~2026, nopursuant ~~immediate~~to ~~impact~~Section on13(b) of the ~~listing~~Agreement, of the Company's ~~shares~~delivered ofa ~~common~~Notice ~~stock~~of onTermination to the ~~NYSE~~Agent ~~American.~~terminating ~~The~~the Agreement ~~Company's~~as ~~common~~of ~~stock will~~March ~~continue~~22, to2026. beNo ~~listed~~further ~~and~~offers ~~traded~~or onsales ~~the~~of ~~NYSE~~Shares ~~American~~will ~~under~~be ~~the~~conducted ~~ticker~~under ~~“SOAR”, during~~ the ~~nine-month~~Agreement. ~~period~~Prior ~~allotted for the Company~~ to ~~regain~~such ~~compliance~~termination, ~~subject to~~ the Company’s ~~compliance~~sold Shares with ~~the~~an ~~other~~aggregate ~~continued~~value ~~listing~~of ~~standards~~$477,090.84 ofunder the ~~NYSE American~~Agreement.

~~The~~A copy ~~notice~~of ~~does~~the ~~not~~Agreement ~~affect~~was filed as Exhibit 1.1 to the ~~Company's~~Prior ~~ongoing~~Form ~~business~~8-K, ~~operations~~and orthe description above is qualified in its ~~reporting~~entirety ~~requirements~~by ~~with~~reference to the ~~United~~full ~~States~~text ~~Securities~~of ~~and~~such ~~Exchange Commission~~exhibit.

The Company is committed to regaining compliance with the NYSE American's continued listing standards but cannot guarantee that it will regain compliance within the allotted period of time.

Item 8.01 Other Events.

On March 20, 2026, in accordance with the NYSE American’s procedures, the Company issued a press release discussing the matters disclosed in Item 3.01 above. A copy of the press release is included herewith as Exhibit 99.1, which is incorporated by reference into this Item 8.01.

Forward Looking Statements

This Current Report on Form 8-K contains forward-looking statements within the meaning of the securities laws. Forward-looking statements can be identified by the fact that they do not relate strictly to historical or current facts. They often include words or variation of words such as "expects," "anticipates," "intends," "plans," "believes," "seeks," "estimates," "projects," "forecasts," "targets," "would," "will," "should," "goal," "could" or "may" or other similar expressions. Forward-looking statements provide management or the board’s current expectations or predictions of future conditions, events, or results. All statements that address operating performance, events, or developments that may occur in the future are forward-looking statements, including statements regarding the challenges associated with executing our growth strategy, developing, marketing and consistently delivering high-quality services that meet customer expectations. All forward-looking statements speak only as of the date they are made and reflect the Company’s good faith beliefs, assumptions, and expectations, but they are not guarantees of future performance or events. Furthermore, the Company disclaims any obligation to publicly update or revise any forward-looking statement, except as required by law. By their nature, forward-looking statements are subject to risks and uncertainties that could cause actual results to differ materially from those suggested by the forward-looking statements. Factors that might cause such differences include, but are not limited to, a variety of economic, competitive, and regulatory factors, many of which are beyond the Company’s control, that are described in the Company’s periodic reports filed with the SEC including its Annual Report on Form 10-K for the fiscal year ended December 31, 2025, subsequent reports filed with the SEC, and other factors that the Company may describe from time to time in other filings with the SEC. You should understand that it is not possible to predict or identify all such factors and, consequently, you should not consider any such list to be a complete set of all potential risks or uncertainties.

Item 9.01. Financial Statements and Exhibits.

(d)Exhibits.

Exhibit No.		Description
104		Cover Page Interactive Data File (embedded with the Inline XBRL document).

Exhibit No.						Description
99.1						Press Release dated March 20, 2026.
104						Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: March 2025, 2026

	Volato Group, Inc.

	By:	/s/ Mark Heinen
	Name:	Mark Heinen
	Title:	Chief Financial Officer

Filing Compare · Volato Group, Inc.