flyExclusive, Inc.

FLYX

Jet.AI closes merger with flyExclusive, advancing AI infrastructure pivot

Jet.AI has completed its merger transaction with flyExclusive, marking a key step in its transition to a pure-play AI infrastructure company. Stockholders of record as of July 6, 2026 received one share of Jet.AI SpinCo common stock for each Jet.AI share held, with the distribution completed on July 13, 2026 immediately before the merger. The merger consideration totals 7,096,115 shares of flyExclusive Class A common stock, of which 5,676,892 shares were issued at closing and the remaining 1,957,402 shares are held in reserve pending a final purchase price determination in 90 days. If the final price is at or above the closing calculation, the reserve shares will be issued in full; if lower, flyExclusive will retain shares equal to the shortfall and issue any remainder.

JTAI ▲FLYX

JTAI · Capital · Positive Jet.AI completes merger with flyExclusive, advancing its pivot to AI infrastructure; stockholders receive SpinCo shares and the deal is a key strategic step.

FLYX · Capital · Neutral flyExclusive is the acquirer in the merger, receiving Jet.AI's aviation assets; the deal's final purchase price adjustment could affect its share count.

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FLYX▲2

Jet.AI Stockholders Approve Proposed flyExclusive Transaction

Jet.AI stockholders have approved the proposed transaction with flyExclusive at a reconvened special meeting held on July 2, 2026. Of the 1,421,721 shares outstanding and entitled to vote, 778,325 were represented at the meeting, with approximately 99% of votes cast in favor of the deal. Upon closing, expected on or about July 7, 2026, Jet.AI stockholders as of the July 6 record date will receive merger consideration while retaining their existing Jet.AI shares. The transaction is designed to allow Jet.AI to sharpen its focus on AI infrastructure and cloud services, while enabling flyExclusive to expand its private aviation platform.

FLYX ▲JTAI ▲

FLYX · Capital · Positive Transaction approved allows flyExclusive to expand its private aviation platform.

JTAI · Capital · Positive Stockholders approved the transaction, allowing Jet.AI to sharpen focus on AI infrastructure and cloud services.

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FLYX▲2

Jet.AI adjourns flyExclusive vote to July 2, needs 29,594 more shares for approval

Jet.AI has adjourned its special shareholder meeting on the proposed flyExclusive transaction to July 2, 2026, after falling just 29,594 shares short of the majority needed for approval. A total of 688,430 shares, representing approximately 48.4% of the 1,421,721 shares outstanding and entitled to vote, were represented at the meeting, with about 99.0% of those votes cast in favor of the deal. The company emphasized that not voting has the same effect as voting against the transaction, and both Institutional Shareholder Services and Glass Lewis have recommended stockholders vote in favor. The record date for the distribution of Jet.AI SpinCo shares has been moved from June 25 to July 6, 2026.

JTAI ▼FLYX ▲

JTAI · Capital · Negative Jet.AI failed to secure majority approval for the flyExclusive transaction, requiring an adjournment and additional shares, creating uncertainty and delay.

FLYX · Capital · Positive The vote adjournment and need for more shares delays the transaction, but the high approval rate among votes cast and ISS/Glass Lewis support suggest eventual approval, which is positive for flyExclusive as it moves toward acquisition.

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