What changed in this filing

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Item 5. Other Information

2026-05-15 compared with 2025-11-13 · 20 added, 20 removed, 15 unchanged (73% of the section changed)

OTHER INFORMATION

(a) During the quarter ended September 30, 2025, there was no information required to be disclosed in a report on Form 8-K which was not disclosed in a report on Form 8-K.

(b) During the quarter ended September 30, 2025, there were no material changes to the procedures by which stockholders may recommend nominees to our board of directors.

• (c) During the quarter ended September 30, 2025, no director or officer of the Company adopted, modified, or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408 of Regulation S-K.

Exhibit Index

Number Description

During the quarter ended March 31, 2026, there was no information required to be disclosed in a report on Form 8-K which was not disclosed

in a report on Form 8-K.

(b) During the quarter ended March

31, 2026, there were no material changes to the procedures by which stockholders may recommend nominees to our board of directors.

During the quarter ended March 31, 2026, no director or officer of the Company adopted , modified , or terminated a “Rule 10b5-1

trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408 of Regulation S-K.

Agreement and Plan of Merger and Reorganization, dated July 28, 2025, between Volato Group, Inc., Volato Merger Subsidiary, Inc., and M2i Global, Inc.

(incorporated by reference from Exhibit 2.1 to the Company’s Current Report on Form 8-K filed with the SEC on July 29, 2025).

Amendment No.

1 to Agreement and Plan of Merger and Reorganization, dated January 19, 2026, between Volato Group, Inc., Volato Merger Subsidiary, Inc., and M2i Global, Inc.

(incorporated by reference from Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on January 20, 2026).

Second Amended and Restated Certificate of Incorporation of Volato Group, Inc., as amended through February 19, 2025 (incorporated by reference to Exhibit 3.1 of our Registration Statement on Form S-1 filed with the SEC on May 7, 2025).

1 unchanged sentence

PROOF Acquisition Corp I, as amended through October 10, 2024 (incorporated by reference to Exhibit 3.1 of our Annual Report on Form 10-K for the year ended December 31, 2024).

Form of Third Tranche 10% Original Issue Discount Senior Unsecured Convertible Promissory Note (incorporated by reference from Exhibit 4.1 to the Company’s Current Report on Form 8-K filed with the SEC on July 21, 2025).

Form of Stockholder Voting and Support Agreement (incorporated by reference from Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on July 29, 2025).

Form of Share Exchange Agreement, dated September 30, 2025, between the Company and certain shareholders of M2i Global, Inc.

(incorporated by reference from Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on September 30, 2025).

Fifth Amendment to the Aircraft Management Services Agreement, dated March 6, 2026(incorporated by reference from Exhibit 10.7 to the Company’s Annual Report on Form 10-K filed with the SEC on March 12, 2026).

Asset Purchase agreement with flyExclusive, dated March 6, 2026 (incorporated by reference from Exhibit 10.8 to the Company’s Annual Report on Form 10-K filed with the SEC on March 12, 2026)

ATM Sales Agreement, dated March 27, 2026, with Curvature Securities, LLC (incorporated by reference from Exhibit 1.1 to the Company’s Current Report on Form 8-K filed with the SEC on March 27, 2026).

Certification of Principal Executive Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

4 unchanged sentences

Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

101.INS* XBRL Instance Document—the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document

101.SCH* Inline XBRL Taxonomy Extension Schema With Embedded Linkbase Documents

104* Cover Page Interactive Data File—the cover page XBRL tags are embedded within the Inline XBRL document contained in Exhibit 101

*Filed herewith

Instance Document—the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within

the Inline XBRL document

XBRL Taxonomy Extension Schema With Embedded Linkbase Documents

Page Interactive Data File—the cover page XBRL tags are embedded within the Inline XBRL document contained in Exhibit 101

Furnished herewith

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned;

to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed

on its behalf by the undersigned;

thereunto duly authorized.

November 13, 2025

VOLATO GROUP, INC.

/s/ Matthew Liotta

Matthew Liotta

Chief Executive Officer

/s/ Mark Heinen

Chief Financial Officer

Executive Officer

Financial Officer

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 5. Other Information