Volato Group Inc.

10/13/2026 | Press release | Distributed by Public on 10/13/2026 04:20

Statement of Changes in Beneficial Ownership (Form 4)

FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
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OMB Number: 3235-0287
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(Print or Type Responses)
1. Name and Address of Reporting Person *
Ensey Christopher
2. Issuer Name and Ticker or Trading Symbol
Volato Group, Inc. [SOAR]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
Chief Executive Officer
(Last) (First) (Middle)
7000 BAHIA BEACH BLVD
3. Date of Earliest Transaction (Month/Day/Year)
09/11/2026
(Street)
RIO GRANDE, PR 00745
4. If Amendment, Date Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)
7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. SEC 1474 (9-02)
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)
6. Date Exercisable and Expiration Date
(Month/Day/Year)
7. Title and Amount of Underlying Securities
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Series A Convertible Preferred Stock $0.1537 09/11/2026 J 9,601 (1) (2) Common Stock 40,073,506 (3) 9,601 D
Series A-1 Convertible Preferred Stock $0.1537 09/11/2026 J 38,406 (1) (2) Common Stock 160,302,372 (3) 38,406 D
Series B-2 Warrant to Purchase Class A Common Stock $0.8366 09/11/2026 J 329,130 (4) 08/12/2029 Common Stock 329,130 (5) 329,130 D
Common A Warrant to Purchase Class A Common Stock $0.4183 09/11/2026 J 104,379 (4) 08/12/2029 Common Stock 104,379 (5) 104,379 D
Common A Warrant to Purchase Class A Common Stock $0.0193 09/11/2026 J 10,272,030 (4) 02/27/2030 Common Stock 10,272,030 (5) 10,272,030 D
Common A Warrant to Purchase Class A Common Stock $0.0193 09/11/2026 J 8,786,074 (4) 03/13/2031 Common Stock 8,786,074 (5) 8,786,074 D
Common A Warrant to Purchase Class A Common Stock $0.0193 09/11/2026 J 1,905,810 (4) 11/01/2031 Common Stock 1,905,810 (5) 1,905,810 D
Common A Warrant to Purchase Class A Common Stock $0.0193 09/11/2026 J 2,722,586 (4) 01/15/2032 Common Stock 2,722,586 (5) 2,722,586 D
Common A Warrant to Purchase Class A Common Stock $0.0193 09/11/2026 J 2,722,586 (4) 06/20/2032 Common Stock 2,722,586 (5) 2,722,586 D
Common A Warrant to Purchase Class A Common Stock $0.0193 09/11/2026 J 1,225,163 (4) 10/14/2032 Common Stock 1,225,163 (5) 1,225,163 D
Common A Warrant to Purchase Class A Common Stock $0.0193 09/11/2026 J 2,341,716 (4) 12/18/2032 Common Stock 2,341,716 (5) 2,341,716 D
Common A Warrant to Purchase Class A Common Stock $0.0193 09/11/2026 J 4,254,921 (4) 05/10/2033 Common Stock 4,254,921 (5) 4,254,921 D

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Ensey Christopher
7000 BAHIA BEACH BLVD
RIO GRANDE, PR 00745
X Chief Executive Officer

Signatures

/s/ Christopher Ensey 10/13/2026
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1) The Series A and Series A-1 preferred stock is convertible on or after the later of the Stockholder Approval Date and the Charter Amendment Effectiveness Date, each as defined in the applicable Certificate of Designations, except that if the Class A Common Stock ceases to be listed on the NYSE American or another Eligible Market, the preferred stock is convertible upon the Charter Amendment Effectiveness Date.
(2) The preferred stock is perpetual and therefore has no expiration date.
(3) Received on September 11, 2026 pursuant to the Agreement and Plan of Merger dated August 25, 2026, as amended, by and among the Issuer, Volato Alignment Merger Sub, LLC and Alignment Engine Inc. At the effective time of the merger, the capital stock of Alignment Engine Inc. held by the reporting person were converted into the right to receive the reported shares of preferred stock. Each share of Series A Convertible Preferred Stock and Series A-1 Convertible Preferred Stock has a Stated Value of $641.5267 and is convertible into the number of shares of Class A Common Stock equal to the Stated Value divided by the Conversion Price, initially $0.1537, subject to adjustment. Fractional shares are rounded up to the nearest whole share.
(4) The warrant is not exercisable until the Issuer's stockholders approve the exercise of the Volato options and warrants issued as part of the merger consideration.
(5) Issued on September 11, 2026 pursuant to the Agreement and Plan of Merger dated August 25, 2026, as amended, by and among the Issuer, Volato Alignment Merger Sub, LLC and Alignment Engine Inc. At the effective time of the merger, the reporting person's warrants to purchase common stock of Alignment Engine Inc. were cancelled and replaced with warrants to purchase Class A Common Stock of the Issuer, in amounts and at exercise prices reflecting the ratio of the merger consideration, as set forth in the Aligned Final Allocation Schedule. The warrants carry substantially the same terms, including vesting and duration, as the cancelled warrants.
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.
Volato Group Inc. published this content on October 13, 2026, and is solely responsible for the information contained herein. Distributed via EDGAR on October 13, 2026 at 10:21 UTC. If you believe the information included in the content is inaccurate or outdated and requires editing or removal, please contact us at [email protected]