Jet.AI Adopts Shareholder Rights Plan, Issues One Right Per Common Share

Jet.AI Inc. declared a special distribution of one shareholder right for each outstanding share of common stock, the company announced February 13, 2026. The distribution is payable to stockholders of record as of the close of business on February 24, 2026. Read more dividend announcements.

Each right entitles the holder to purchase one one-thousandth of a share of Series C Junior Participating Preferred Stock at an exercise price of $0.70 per right. The preferred shares would carry dividend, voting, and liquidation rights approximately equivalent to one share of common stock.

The rights will not separate from the common stock or become exercisable until a distribution date is triggered. Prior to that date, the rights will be evidenced by common stock certificates and will transfer only with the underlying shares. Holders of the rights receive no dividend, voting, or liquidation privileges until exercise.

Rights Agreement Structure

Jet.AI entered into a rights agreement with Continental Stock Transfer and Trust Company to administer the plan. The company has designated 4,000 shares of Series C Junior Participating Preferred Stock for issuance under the arrangement.

The distribution date occurs ten days following a public announcement or other triggering event as specified in the rights agreement. One right will accompany each share of common stock issued after the record date and before the distribution date.

Holders of the preferred stock would be entitled to quarterly cash dividends on the last day of March, June, September, and December. The dividend amount equals the greater of $10.00 per share or 1,000 times the aggregate per-share amount of all dividends declared on the common stock since the previous quarterly payment date.

The rights agreement allows the board to adjust the preferred stock dividend if Jet.AI declares a stock dividend, subdivides outstanding shares, or combines shares into a smaller number. The adjustment multiplies the dividend amount by a fraction reflecting the change in outstanding common shares.

Jet.AI qualifies as an emerging growth company under Securities Act Rule 405 and has not elected to use the extended transition period for new accounting standards.