Material Agreement (Form 8-K)

Item 1.01 Entry Into a Material Definitive Agreement.

On October 8, 2026, Volato Group, Inc. (the "Company") entered into a Common Stock Purchase Agreement (the "ELOC Purchase Agreement") and Registration Rights Agreement (the "ELOC Registration Rights Agreement") with DFU, LLC, a Delaware limited liability company (the "Investor"). Pursuant to the ELOC Purchase Agreement, the Company has the right, but not the obligation, to issue and sell to the Investor up to $1,000,000,000 of newly issued shares of our Class A common stock, par value $0.0001 (the "ELOC Shares") from time to time beginning on the effective date of the registration statement covering the resale of the ELOC Shares by the Investor and ending 36 months thereafter (the "Investment Period"), subject to certain conditions and limitations. Sales of ELOC Shares pursuant to the ELOC Purchase Agreement, and the timing and amount of any such sales, are solely within the discretion of the Company, and the Company is under no obligation to sell any securities pursuant to this arrangement.

In no event will the Company issue and sell, under the ELOC Purchase Agreement, more than 19.99% of the Company's outstanding shares of common stock as of the date of the ELOC Purchase Agreement (reduced by the number of shares of common stock issued or issuable pursuant to any transaction or series of transactions that may be aggregated with the transactions contemplated by the ELOC Purchase Agreement under the applicable NYSE American LLC listing rules) without first obtaining prior approval from its stockholders.

During the Investment Period, the Company may direct the Investor to purchase ELOC Shares by delivering to the Investor up to two written notices per trading day (each, a "Put Notice") covering an aggregate of no more than $6,000,000 in ELOC Shares. The purchase price for the ELOC Shares designated in the first Put Notice is the lesser of (i) the lowest traded price of the Company's common stock on the date the Put Notice is delivered and (ii) the average of the three lowest closing sale prices of the Company's common stock during the 10 consecutive trading day period immediately preceding that same date, subject to a floor price of $0.21 (as may be adjusted for any reorganization, recapitalization, stock split, reverse stock split or other similar transaction, the "Floor Price"). The purchase price for the ELOC Shares designated in the second Put Notice is the lesser of (i) 95% of the lowest traded price of the Company's common stock during the five consecutive trading day period immediately preceding the date the Put Notice is delivered, (ii) 95% of the dollar volume-weighted average price of the Company's common stock on that same date and (iii) 95% of the closing bid price of the Company's common stock on that same date, subject to the Floor Price. The purchase price of ELOC Shares may be lower if the Company's common stock becomes subject to a "chill," "stop sign" or similar restriction by The Depository Trust Company.