Jet.AI Inc. Limits PSU Vesting After July 2026 Merger; Grants 360k RSAs

What Happened

• Jet.AI Inc. filed an 8-K (July 21, 2026) reporting that, following the closing of merger transactions on July 13, 2026 with flyExclusive, Inc., FlyX Merger Sub, Inc., and Jet.AI SpinCo, Inc., the disinterested members of the board unanimously determined that certain unvested Performance Share Unit (PSU) awards would not accelerate vesting on account of the change of control. About 1,621,321 shares that otherwise would have been issuable upon full accelerated PSU vesting were not issued. All unvested PSUs outstanding at closing remain unvested as of this filing.
• On July 15, 2026 the compensation committee, following an independent consultant’s recommendation, granted restricted stock awards under the Jet.AI Inc. 2023 Amended and Restated Omnibus Incentive Plan totaling 360,000 shares to officers and certain employees. These restricted shares vest in full on the one-year anniversary of the grant (subject to award terms) and may accelerate on a defined change of control or upon death/disability.

Key Details

• Merger closed: July 13, 2026 (parties: flyExclusive, Inc.; FlyX Merger Sub, Inc.; Jet.AI SpinCo, Inc.).
• PSUs prevented from accelerated vesting: ~1,621,321 shares (avoiding corresponding dilution).
• Restricted stock awards granted: 360,000 shares (vesting on the anniversary of grant; transfer restrictions until vested).
• Filing date of 8-K: July 21, 2026; form of award agreement filed as Exhibit 10.1.

Why It Matters

• For investors, the board’s decision reduces immediate share issuance and prevents near-term dilution of existing common stock from accelerated PSU vesting tied to the merger. That preserves more ownership for current shareholders than would have occurred if all PSUs had vested on change of control.
• The new restricted stock grants reward and retain officers and employees after the merger but are limited (360,000 shares) and subject to vesting and transfer restrictions. Together, these actions reflect the company balancing retention incentives with shareholder dilution concerns.