Proxy Results, Management Change/Compensation (Form 8-K)

Item 5.02(e) Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On December 19, 2025, Jet.AI Inc. (the "Company") held its 2025 Annual Meeting of Stockholders (the "Annual Meeting"). As discussed in Item 5.07 of this Current Report on Form 8-K (this "Form 8-K"), the Company's stockholders voted at the Annual Meeting to approve an amendment to the Amended and Restated 2023 Jet.AI Inc. Omnibus Incentive Plan (the "Incentive Plan") to increase the number of shares of the Company's common stock, par value $0.0001 per share (the "Common Stock"), reserved for issuance with respect to awards granted under the Incentive Plan from 10,933 shares of Common Stock to 775,000 shares of Common Stock plus an amount of shares of Common Stock that will account for all shares of Common Stock issuable in connection with the vesting of certain performance share unit awards that we granted to our executive management team (the "Incentive Plan Amendment").

The Company's board of directors (the "Board") voted to approve the Incentive Plan Amendment on November 6, 2025. Having obtained the requisite stockholder approval for the Incentive Plan Amendment at the Annual Meeting, the Incentive Plan Amendment became effective on December 19, 2025. For a summary of the material terms of the Incentive Plan and the purpose and effect of the Incentive Plan Amendment, see "Proposal No. 3" in the Company's Definitive Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission (the "SEC") on November 25, 2025 (the "Proxy Statement").

The foregoing summary does not purport to be complete and is qualified in its entirety by reference to the full text of the Incentive Plan Amendment, a copy of which is filed as Exhibit 10.1 hereto and is incorporated herein by reference.

Item 5.07 Submission of Matters to a Vote of Security Holders.

The Company held the Annual Meeting virtually via live audio webcast on December 19, 2025.

The Company's stockholders voted on seven proposals at the Annual Meeting, each of which is listed below and described in more detail in the Proxy Statement. With respect to each proposal and as of the close of business on the record date of November 7, 2025, (i) holders of the Company's Common Stock were entitled to cast one vote per share of Common Stock, and (ii) holders of the Company's Series B Convertible Preferred Stock (the "Preferred Stock") were entitled to cast one vote per share of Common Stock underlying the shares of Preferred Stock, subject to a cap on the aggregate underlying shares of Common Stock equal to 9.99% of the shares of Common Stock outstanding after giving effect to the full conversion of the Preferred Stock. Holders of Common Stock and Preferred Stock representing 2,047,710 votes were represented in person or by proxy at the Annual Meeting, which represented 47.41% of the voting power of the 4,319,588 shares of Common Stock and Preferred Stock entitled to vote at the Annual Meeting and constituted a quorum for the transaction of business.

At the Annual Meeting, the Company's stockholders voted on the following proposals: