SOAR 8-K
Volato Group, Inc. (SOAR)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D)
OF THE SECURITIES EXCHANGE ACT OF 1934
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Item 1.01 Entry into a Material Definitive Agreement.
Sixth Amendment to the Aircraft Management Services Agreement
As previously disclosed, on September 2, 2024, Volato Group, Inc., a Delaware corporation (the “Company”), entered into an Aircraft Management Services Agreement (as subsequently amended, the “Agreement”) with flyExclusive, Inc. (“flyExclusive”), pursuant to which the Company engaged flyExclusive to provide certain aircraft management services and agreed that flyExclusive would be the exclusive provider of such services to the Company. In addition, flyExclusive agreed to use commercially reasonable efforts to include designated aircraft in its fleet in the Company’s Vaunt empty-leg flight platform (“Vaunt”) for empty-leg marketing at no cost to the Company.
As part of the Agreement, as subsequently amended, the Company granted flyExclusive, subject to certain terms and conditions, the right to purchase certain aviation-related assets from the Company and assume certain obligations of the Company (the “flyExclusive Asset Option”) and also granted the Company, subject to certain terms and conditions, the right to sell certain aviation-related assets to flyExclusive and assign certain obligations of the Company to flyExclusive (the “Company Asset Option,” and collectively with the flyExclusive Asset Option, the “Asset Options”). The right previously granted to flyExclusive to cause the Company to merge with and into a wholly owned subsidiary of flyExclusive has expired and is no longer in effect.
As previously disclosed, on March 6, 2026, the Company entered into a Fifth Amendment to Aircraft Management Services Agreement with flyExclusive, pursuant to which the Company sold certain unused intellectual property assets to flyExclusive for $1.3 million, payable in cash or shares of flyExclusive Class A common stock. Following that sale, $0.7 million of assets remain available to be sold to flyExclusive under the terms of the Agreement, as amended.
On August 31, 2026, the Company entered into a Sixth Amendment to Aircraft Management Services Agreement with flyExclusive (the “Amendment”). The Amendment amends and restates Section 2(a) of the Agreement to provide that the term of the Agreement expires at 5:00 p.m. Eastern Time on December 31, 2026. The Amendment does not modify the Asset Options or any other provision of the Agreement.
The foregoing description of the Amendment does not purport to be complete and is qualified in its entirety by reference to the Amendment, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 9.01 Financial Statement and Exhibits
| Exhibit No. | Description | |
| 10.1 | Sixth Amendment to Aircraft Management Services Agreement, dated as of August 31, 2026, between Volato Group, Inc. and flyExclusive, Inc. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Date: September 4, 2026
| Volato Group, Inc. | ||
| By: | /s/ Mark Heinen | |
| Name: | Mark Heinen | |
| Title: | Chief Financial Officer | |
Exhibit 10.1
