Jet.AI, flyExclusive Agree To Eliminate Closing Condition For Jet.AI To Executive $50M New Securities Purchase Agreement With Third-Party

Jet.AI Inc. ("Jet.AI" or the "Company") (Nasdaq: JTAI), an emerging provider of high-performance GPU infrastructure and AI cloud services, today announced updates regarding its capital structure, financing arrangements and strategic flexibility in connection with a newly executed amendment (the "Amendment") to its previously announced Amended and Restated Agreement and Plan of Merger and Reorganization (the "Merger Agreement") with flyExclusive, Inc. (NYSE:FLYX) ("flyExclusive"). The Amendment was executed February 11, 2026.

As part of the Amendment, the parties agreed to eliminate the closing condition that would have required the Company to execute a new securities purchase agreement with a third-party investor, pursuant to which the Company would have issued the investor a warrant to purchase up to $50 million worth of shares of a newly-designated series of preferred stock. The Company confirmed that it currently has sufficient positive net working capital on hand to satisfy the minimum cash closing condition required under the Merger Agreement without such a financing arrangement. The Company also confirmed that it no longer has any preferred stock outstanding.

Following mutual discussions, the Company and the third-party investor agreed not to proceed with the $50 million financing previously contemplated in connection with the flyExclusive transaction, which is no longer necessary given the Company's improved capital position.