SOAR

EX-99.1

2 ex99-1.htm

EX-99.1

Exhibit 99.1

Volato Group Reports Strong Preliminary Second Quarter 2026 Results with Record Vaunt Growth and Strengthened Balance Sheet

Company exits the quarter with no convertible debt, approximately $8.4 million in cash and a strengthened balance sheet, reinforcing financial strength and flexibility

AI strategy continues to advance as management pursues a potential strategic merger transaction targeted for the third quarter of 2026

Record Vaunt cash sales increase 199% year-over-year as Annual Recurring Revenue (ARR) grows 250% and paid membership rises 71%

ATLANTA,

GA – July 6, 2026 – Volato Group, Inc. (NYSE American: SOAR) (the “Company”) today provided a preliminary

financial and operating update for the second quarter ended June 30, 2026. Based on currently available information, the Company expects to report the following preliminary second quarter highlights:

Preliminary Second Quarter 2026 Highlights

● All outstanding convertible notes were eliminated during the second quarter, leaving the Company with no convertible notes outstanding as of June 30, 2026.

● Total liabilities, excluding deferred revenue, declined approximately 75% year-over-year to approximately $5 million. Deferred revenue is a non-cash liability and is excluded to provide investors with additional insight into the Company’s cash obligation.

● Cash and cash equivalents of approximately $8.4 million as of June 30, 2026.

● Record Vaunt cash sales of approximately $2.2 million, representing 56% sequential growth compared to the first quarter of 2026 and 199% growth year-over-year.

● Vaunt Annual Recurring Revenue (ARR) projected to reach approximately $4.7 million as of June 30, 2026, representing 51% sequential quarter-end growth and 250% year-over-year growth.

● Vaunt membership: Approximately 2,743 active paid members, up 20% sequentially and 71% year-over-year.

● App downloads: Approximately 346,000 cumulative downloads.

● More than 2,500 flights booked and flown through the Vaunt platform since launch.

“Our preliminary second quarter results demonstrate meaningful progress on each of our strategic priorities,” said Mark Heinen, the Company’s Chief Financial Officer. “During the quarter we strengthened our balance sheet by eliminating all convertible debt, continued delivering record growth across the Vaunt marketplace, and advanced our broader AI strategy. We believe these accomplishments position Volato from a position of financial strength as we work toward executing a definitive merger agreement.”

Vaunt Continues Rapid Growth

Projected second quarter cash sales of approximately $2.2 million represent the strongest quarterly sales performance in the platform’s history, while projected ARR of approximately $4.7 million continues to demonstrate the increasing value of Vaunt’s recurring revenue model.

Management believes continued operator additions, increasing member engagement, and expanding marketplace activity would position Vaunt for continued growth throughout 2026.

Executing Volato’s AI Strategy

During the second quarter, the Company continued advancing Parslee, its autonomous-work platform designed to help businesses automate complex workflows through artificial intelligence. Built on the Company’s operational expertise, Parslee combines business context, shared memory, and human-in-the-loop controls to improve productivity and reduce manual work across enterprise environments.

The Company also continued evaluating strategic acquisition and merger opportunities aligned with its previously announced focus on artificial intelligence infrastructure, AI software, data infrastructure, compute, power generation, and related sectors. Management remains engaged in discussions regarding a potential strategic transaction and is working toward a potential definitive merger agreement during the third quarter of 2026, subject to the completion of due diligence, negotiation of definitive documentation, shareholder and regulatory approvals where applicable, and other customary closing conditions.

Management believes the continued growth of the Vaunt marketplace, the advancement of Parslee, the elimination of all outstanding convertible notes, and the Company’s strengthened balance sheet provide a solid operating and financial foundation as the Company pursues its broader strategy of building long-term shareholder value through artificial intelligence and data infrastructure.

Preliminary Financial Information

The unaudited financial information presented in this press release is preliminary and may change. The Company’s financial closing procedures with respect to the estimated financial information provided in this press release are not yet complete, and as a result, the Company’s final results may vary materially from the preliminary results included in this press release. The Company undertakes no obligation to update or supplement the information provided in this press release u

soar-20251113

FALSE000185307000018530702025-11-132025-11-13

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(D)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): November 13, 2025

VOLATO GROUP, INC.

(Exact name of registrant as specified in its charter)

Delaware001-4110486-2707040

(State or other jurisdiction of incorporation)(Commission File Number)(IRS Employer Identification No.)

1954 Airport Road, Suite 124

Chamblee, GA 30341

(Address of principal executive offices) (zip code)

844-399-8998

Registrant’s telephone number, including area code

(former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o   Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o   Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o   Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o   Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each classTrading Symbol(s)Name of each exchange on which registered

Class A Common StockSOARNYSE American LLC

Warrants, each whole warrant exercisable for one share of Class A common stock at an exercise price of $287.50SOARWOTC Markets Group, Inc.

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company     x

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.     o

Item 2.02 Results of Operations and Financial Condition.

On November 13, 2025, Volato Group, Inc. (the "Company") issued a press release announcing its financial results for the third quarter ended September 30, 2025. The full text of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated by reference herein.

Item 9.01.       Financial Statements and Exhibits.

(d)Exhibits.

Exhibit No.Description

99.1 Earnings Press Release, dated November 13, 2025

104Cover 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: November 13, 2025

Volato Group, Inc.

By:/s/ Mark Heinen

Name:Mark Heinen

Title:Chief Financial Officer

soar-20250515

FALSE000185307000018530702025-05-152025-05-15

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(D)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): May 15, 2025

VOLATO GROUP, INC.

(Exact name of registrant as specified in its charter)

Delaware001-4110486-2707040

(State or other jurisdiction of incorporation)(Commission File Number)(IRS Employer Identification No.)

1954 Airport Road, Suite 124

Chamblee, GA 30341

(Address of principal executive offices) (zip code)

844-399-8998

Registrant’s telephone number, including area code

(former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o   Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o   Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o   Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o   Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each classTrading Symbol(s)Name of each exchange on which registered

Class A Common StockSOARNYSE American LLC

Warrants, each whole warrant exercisable for one share of Class A common stock at an exercise price of $287.50SOARWOTC Markets Group, Inc.

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company     x

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.     o

Item 2.02 Results of Operations and Financial Condition.

On May 15, 2025, Volato Group, Inc. (the "Company") issued a press release announcing its financial results for the three months ended March 31, 2025. The full text of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated by reference herein.

Item 9.01.       Financial Statements and Exhibits.

(d)Exhibits.

Exhibit No.Description

99.1 Earnings Press Release, dated May 15, 2025

104Cover 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: May 15, 2025

Volato Group, Inc.

By:/s/ Mark Heinen

Name:Mark Heinen

Title:Chief Financial Officer

soar-20240814

FALSE000185307000018530702024-08-142024-08-140001853070us-gaap:CommonClassAMember2024-08-142024-08-140001853070us-gaap:WarrantMember2024-08-142024-08-14

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(D)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): August 14, 2024

VOLATO GROUP, INC.

(Exact name of registrant as specified in its charter)

Delaware001-4110486-2707040

(State or other jurisdiction of incorporation)(Commission File Number)(IRS Employer Identification No.)

1954 Airport Road, Suite 124

Chamblee, GA 30341

(Address of principal executive offices) (zip code)

844-399-8998

Registrant’s telephone number, including area code

(former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o   Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o   Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o   Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o   Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each classTrading Symbol(s)Name of each exchange on which registered

Class A Common StockSOARNYSE American LLC

Warrants, each whole warrant exercisable for one share of Class A common stock at an exercise price of $11.50SOAR.WSNYSE American LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company     x

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.     o

The information in this Current Report on Form 8-K and Exhibit 99.1 is being furnished pursuant to Item 2.02 of Form 8-K and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing made by the Company under the Securities Act of 1933, as amended, or the Exchange Act, except as may be expressly set forth by specific reference in such filing.

Item 2.02 Results of Operations and Financial Condition.

On August 14, 2024, Volato Group, Inc. (the "Company") issued a press release announcing its financial results for the three and six months ended June 30, 2024. The full text of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated by reference herein.

Item 9.01.       Financial Statements and Exhibits.

(d)Exhibits.

Exhibit No.Description

99.1 Earnings Press Release, dated August 14, 2024

99.2 Earnings Presentation, dated August 14, 2024

104Cover 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: August 14, 2024

Volato Group, Inc.

By:/s/ Mark Heinen

Name:Mark Heinen

Title:Chief Financial Officer

soar-20240719

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(D)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): July 19, 2024

VOLATO GROUP, INC.

(Exact name of registrant as specified in its charter)

Delaware001-4110486-2707040

(State or other jurisdiction of incorporation)(Commission File Number)(IRS Employer Identification No.)

1954 Airport Road, Suite 124

Chamblee, GA 30341

(Address of principal executive offices) (zip code)

844-399-8998

Registrant’s telephone number, including area code

(former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o   Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o   Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o   Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o   Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each classTrading Symbol(s)Name of each exchange on which registered

Class A Common StockSOARNYSE American LLC

Warrants, each whole warrant exercisable for one share of Class A common stock at an exercise price of $11.50SOAR.WSNYSE American LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company     x

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.     o

The information in this Current Report on Form 8-K and Exhibit 99.1 is being furnished pursuant to Item 2.02 of Form 8-K and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing made by the Company under the Securities Act of 1933, as amended, or the Exchange Act, except as may be expressly set forth by specific reference in such filing.

Item 2.02 Results of Operations and Financial Condition.

On July 18, 2024, Volato Group, Inc. (the "Company") issued a press release disclosing select preliminary key performance indicators for the quarter ended June 30, 2024. The full text of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated by reference herein.

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

On July 19, 2024, Keith Rabin, President of the Company, notified the Company of his intent to resign as president effective July 19, 2024 for personal reasons. Mr. Rabin’s resignation is not the result of any disagreement with the Company on any matter relating to the Company’s financials, operations, policies, or practices. Matthew Liotta, the Company’s Chief Executive Officer, has assumed the responsibilities of the Company’s president, effective July 19, 2024.

Item 7.01 Regulation FD Disclosure

On July 19, 2024, the Company posted an updated corporate presentation in its Investor Relations section of its corporate website at https://ir.flyvolato.com/news-events/presentations. A copy of the presentation is attached as Exhibit 99.2 to this Current Report on Form 8-K and incorporated herein by reference.

Item 9.01.       Financial Statements and Exhibits.

(d)Exhibits.

Exhibit No.Description

99.1 Press Release, dated July 18, 2024

99.2 Investor Presentation, dated July 19, 2024

104Cover 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: July 19, 2024

Volato Group, Inc.

By:/s/ Mark Heinen

Name:Mark Heinen

Title:Chief Financial Officer

soar-20240326

FALSE000185307000018530702024-03-262024-03-260001853070us-gaap:CommonClassAMember2024-03-262024-03-260001853070us-gaap:WarrantMember2024-03-262024-03-26

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(D)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): March 26, 2024

VOLATO GROUP, INC.

(Exact name of registrant as specified in its charter)

Delaware001-4110486-2707040

(State or other jurisdiction of incorporation)(Commission File Number)(IRS Employer Identification No.)

1954 Airport Road, Suite 124

Chamblee, GA 30341

(Address of principal executive offices) (zip code)

844-399-8998

Registrant’s telephone number, including area code

(former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o   Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o   Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o   Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o   Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each classTrading Symbol(s)Name of each exchange on which registered

Class A Common StockSOARNYSE American LLC

Warrants, each whole warrant exercisable for one share of Class A common stock at an exercise price of $11.50SOAR.WSNYSE American LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company     x

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.     o

The information in this Current Report on Form 8-K and Exhibit 99.1 is being furnished pursuant to Item 2.02 of Form 8-K and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing made by the Company under the Securities Act of 1933, as amended, or the Exchange Act, except as may be expressly set forth by specific reference in such filing.

Item 2.02 Results of Operations and Financial Condition.

On March 26, 2024, Volato Group, Inc. (the "Company") issued a press release announcing its financial results for the three months and fiscal year ended December 31, 2023. The full text of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated by reference herein.

Item 7.01 Regulation FD Disclosure.

On March 26, 2024, the Company disseminated an earnings presentation to be used in connection with its earnings call and live webcast to discuss its financial results for the three months and fiscal year ended December 31, 2023, on March 26, 2024, at 8 a.m. Eastern time. A copy of the earnings presentation is furnished as Exhibit 99.2 to this Current Report on Form 8-K and incorporated into this Item 7.01 by reference.

Item 9.01.       Financial Statements and Exhibits.

(d)Exhibits.

Exhibit No.Description

99.1 Earnings Press Release, dated March 26, 2024

99.2 Earnings Presentation, dated March 26, 2024

104Cover 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: March 26, 2024

Volato Group, Inc.

By:/s/ Mark Heinen

Name:Mark Heinen

Title:Chief Financial Officer

EX-99.1

2 ny20018249x4_ex99-1.htm

EXHIBIT 99.1

Exhibit 99.1

Volato Reports Operational KPIs for 2023

Steady Growth in Volato’s Key Metrics Reflect Strong Customer Engagement

Atlanta, GA – January 4, 2024 – Volato Group, Inc. (NYSE American: SOAR), a leading private aviation company in the United States, today announced three Key Performance Indicators (KPIs), including Total Flight Hours, Light Jet Market Share and Net Promoter Score, to provide stakeholders with greater transparency into the Company’s aircraft utilization and overall customer engagement.

Volato’s ongoing commitment to customer satisfaction drove a Net Promoter Score of 86 or better throughout FY 2023, while its ability to grow its share of the light jet market is indicative of Volato’s expanded market penetration.

“In 2023 alone, Volato expanded its HondaJet fleet by 50% and increased its light jet market share to nearly 3%. This is a testament to Volato’s focus on delivering operational excellence while growing positive contribution margin from flight operations,” said Mark Heinen, Volato’s Chief Financial Officer. “Even with this tremendous growth, we maintained our emphasis on providing high quality customer experiences. This is evident in the consistency of our overall Net Promoter Score and validates the investments we continue to make in this area to create ongoing value for our customers.”

Quarter

Total Flight Hours*

Light Jet Market Share*

NPS†

Q1 2022

813

0.7%

N/A

Q2 2022

1,199

0.9%

N/A

Q3 2022

1,307

1.1%

N/A

Q4 2022

1,712

1.3%

N/A

Q1 2023

2,103

1.7%

86

Q2 2023

2,919

2.5%

89

Q3 2023

2,747

2.5%

90

Q4 2023

3,504

2.9%

88

* Data sourced from ARGUS.

† NPS (Net Promoter Score) is sourced internally from Volato, based on customer surveys conducted post-flight. Surveys commenced from Q1 2023.

The disclosure of additional KPIs will also provide Volato stakeholders with clearer insights into aircraft utilization and overall customer engagement as the Company expands its operational footprint.

Mr. Heinen continued, “As a newly public company within a rapidly growing industry, we believe transparency is imperative. By providing stakeholders with clear insights into utilization and customer engagement metrics, we are further aligning transparency standards in the private aviation sector with those found in the commercial airline industry. More importantly, greater disclosure also means that our stakeholders can make better informed decisions, which is foundational for customer trust and satisfaction.”

Volato expects to provide updated information on the above KPIs on a quarterly basis.

About Volato

Volato is a full-service private aviation company providing modern ways to enjoy luxury private jets through innovative, efficient, and sustainable solutions. Volato provides a fresh approach to fractional ownership, aircraft management, jet card, deposit and charter programs. Volato’s fractional programs uniquely offer flexible hours and a revenue share for owners in a fleet of HondaJets, which are optimized for missions of up to four passengers. For more information visit www.flyvolato.com.

All Volato Part 135 charter flights are operated by its DOT/FAA-authorized air carrier subsidiary (G C Aviation, Inc. d/b/a Volato) or by an approved vendor air carrier.

Contacts

For Media:

media@flyvolato.com

For Investors:

investors@flyvolato.com

Source: Volato Group, Inc.