What changed in this filing

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Item 1. Business

2026-03-12 compared with 2025-03-31 · 73 added, 33 removed, 135 unchanged (44% of the section changed)

Volato is an aviation company advancing the industry with innovative solutions in aviation software and on-demand flight access.

Historically, we generated revenue through our aircraft ownership program.

This program was a focused commercial strategy including deposit products, charter flights, and aircraft management services.

Our aviation experience led to the development of our proprietary software, products and applications “Mission Control” and “Vaunt”.

Mission Control drives efficiency across operations and supports operators in managing fractional ownership, charter, and other services, and Vaunt connects travelers to private, empty leg flights.

Volato is an aviation technology company that connects travelers to private, on-demand flight access and develops proprietary software platforms for enterprise and operational applications.

Historically, we generated revenue through our aircraft ownership program, a focused commercial strategy that included deposit products, charter flights, and aircraft management services.

Our aviation experience led to the development of proprietary software products and applications, including “Mission Control,” “Vaunt,” and “Parslee.” Mission Control is an internal operations platform that supports the management of fractional ownership, charter, and related aviation services.

Vaunt is an experiential private aviation platform that connects travelers to private, empty leg flights and is our primary revenue-generating business.

During the fiscal year ended December 31, 2024, we began to generate revenue through the Vaunt platform.

Additionally, Vaunt has surpassed 190,000 app downloads and completed 1,145 flights in 2025, reinforcing its role as a key growth driver for Volato.

We also have a new patent-pending technology that advances how aircraft generate revenue by repurposing underutilized aircraft resources for cryptocurrency mining.

From time to time, we may also explore the potential development of other ancillary services or revenue generating activities, such as further development of our patent-pending technology to facilitate Bitcoin mining activities using aircraft.

With a commitment to advanced technology and customer-focused solutions, we are building scalable tools to elevate service quality and operational effectiveness in private aviation.

We are a holding company for several wholly owned subsidiaries, including Volato, Inc., Fly Vaunt, LLC, Gulf Coast Aviation, Inc., and G C Aviation, Inc.

Parslee is an enterprise AI platform that deploys autonomous agents within Microsoft 365 environments to automate workflows, synthesize information across systems, and execute multi-step business processes;

the platform includes optional deterministic document processing capabilities for applications requiring enhanced reliability and auditability, such as contract analysis and regulatory filings.

During the third quarter of 2025, Parslee entered its first paying pilot programs with external customers.

From time to time, we may also explore the potential development of other ancillary services or revenue-generating activities.

With a commitment to advanced technology and customer-focused solutions, we are building scalable tools to elevate service quality and operational effectiveness in private aviation and enterprise software.

Through its proposed merger with M2i Global, Inc., if consummated, Volato would expand into the critical minerals sector — leveraging its software expertise to bring greater transparency, traceability, and operational intelligence to supply chains essential for U.S.

national security and advanced technologies.

We are a holding company for several wholly owned subsidiaries, including Volato, Inc., Fly Vaunt, LLC, Parslee LLC, Volato Merger Subsidiary, Inc., and Gulf Coast Aviation, LLC (f/k/a Gulf Coast Aviation Inc.).

The Company’s primary operating subsidiary, Volato, Inc., was founded in January 2021.

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In September 2022 we started internal development on our full suite Flight Management Software platform Mission Control, and on October 4, 2023, we announced the commercial launch of Vaunt, our proprietary consumer facing empty leg platform.

On December 1, 2023, Volato, Inc., PROOF Acquisition Corp I (“PACI”), and a wholly owned subsidiary of PACI (“Merger Sub”) entered into the Business Combination Agreement, dated August 1, 2023 (the “Business Combination Agreement”).

Pursuant to the Business Combination Agreement, a business combination between PACI and Volato was effected through the merger of Merger Sub with and into Volato, with Volato surviving the merger as a wholly-owned subsidiary of PACI (the “Business Combination”).

On August 1, 2023, Volato, Inc., PROOF Acquisition Corp.

I (“PACI”), and a wholly owned subsidiary of PACI (“PACI Merger Sub”) entered into a Business Combination Agreement, (the “Business Combination Agreement”).

Pursuant to the Business Combination Agreement, on December 1, 2023, a business combination between PACI and Volato Inc.

was effected through the merger of PACI Merger Sub with and into Volato Inc., with Volato Inc.

surviving the merger as a wholly-owned subsidiary of PACI (the “Business Combination”).

In connection with the consummation of the Business Combination, PACI changed its name to “Volato Group, Inc.”

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Through Vaunt, we are able to reach a broader demographic of spontaneous travelers, who benefit from on-demand private travel without incurring the full costs typically associated with the sector.

Since its introduction, Vaunt has quickly gained traction in the market, demonstrating strong consumer demand with over $1.5 million in ARR and a growing user base.

Since its introduction, Vaunt has quickly gained traction in the market, demonstrating strong consumer demand with over $1.5 million in annual recurring revenue (ARR) and a growing user base.

In September 2024, we announced an agreement with flyExclusive, Inc.

(“flyExclusive”), a leading provider of private jet charter services, to transition the management of our aircraft ownership program fleet operations to flyExclusive.

This move is expected to bring substantial cost savings and provide Volato with the opportunity to focus on its high-growth areas, including aircraft sales and proprietary software.

We will continue to take delivery of new aircraft.

Volato will benefit from the margins on aircraft sales without the burden of operational costs, while also generating revenue from its proprietary software, including the Vaunt platform, our successful empty leg consumer app.

In the fourth quarter of 2024, we transferred the aircraft lease agreements to flyExclusive and we have no further obligations under the aircraft lease agreements.

This move brought substantial cost savings and provided Volato with the opportunity to focus on its high-growth areas, including aircraft sales and proprietary software.

We continued to take delivery of new aircraft.

We benefited from the margins on aircraft sales without the burden of operational costs, while also generating revenue from our proprietary software, including the Vaunt platform, our successful empty leg consumer app.

In the fourth quarter of 2024, we transferred our aircraft lease agreements to flyExclusive and we have no further obligations under the aircraft lease agreements.

On October 1, 2025, the Company entered into a Fourth Amendment (the “Amendment”) to Aircraft Management Services Agreement (as amended the “Agreement”) with flyExclusive to bring the Agreement in line with Company’s anticipated shift in operations, new business directives, and to better accommodate the proposed Merger with M2i.

The Amendment served to, (i) modify the term of the Agreement;

(ii) grant 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”);

(iii) grant 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”);

(iv) obligate flyExclusive to pay the Company $100,000 upon execution of the Amendment as settlement of net payables owed by flyExclusive to the Company under the terms of the Agreement (the “Net Payables Obligation”);

and (v) modify the material terms of flyExclusive’s right to cause the Company to merge with and into a wholly owned subsidiary of flyExclusive (the “flyExclusive Merger Option”), including that the flyExclusive Merger Option is to be only exercisable in the event that the Company and M2i terminate the Merger Agreement.

The purchase price for the Asset Options and the Net Payables Obligations may be paid by flyExclusive in cash or shares of flyExclusive Class A common stock, at the sole discretion of flyExclusive.

flyExclusive elected to pay the Net Payables Obligation by issuing the Company 20,576 shares of Class A common stock.

As consideration for the execution of the Amendment, flyExclusive agreed to pay $2,000,000 to the Company, in cash or shares of flyExclusive Class A common stock, in exchange for the right to receive either (i) the net proceeds that the Company receives from the sale of a certain G280 aircraft, which is expected to be delivered to the Company pursuant to an existing agreement (the “G280 Agreement”) with Gulfstream Aerospace Corporation (“Gulfstream”), or (ii) if, and only if, Gulfstream provides written consent, assignment of the G280 Agreement from the Company to flyExclusive subject to the execution of an asset purchase agreement relating solely to the transfer of the G280 Agreement.

flyExclusive elected to pay all of the $2,000,000 in shares of its Class A common stock and issued an aggregate of 411,523 shares of its Class A common stock to the Company.

On March 6, 2026, the Company signed amendment number five to the Agreement with flyExclusive, pursuant to which the Company sold certain unused intellectual property assets for $1.3 million payable in cash or shares of flyExclusive’s Class A common stock.

Such assets represent a portion of the total assets which were anticipated to be sold under one of the Asset Options as described above.

Following the sale of the intellectual property assets pursuant to the fifth amendment, there is $700,000 in remaining assets that may be sold to flyExclusive under the terms of the Agreement, as amended.

On March 20, 2025 we sold our former subsidiary, GC Aviation, Inc., which holds the FAA Part 135 certificate, for $2.0 million, of which $1.8 million was a note receivable.

On July 28, 2025, we entered into an Agreement and Plan of Merger and Reorganization (as amended, the “Merger Agreement”) with Volato Merger Subsidiary, Inc., a Nevada corporation and wholly-owned subsidiary of Volato (“Merger Sub”), and M2i Global, Inc., a Nevada corporation (“M2i”), pursuant to which Merger Sub will merge with and into M2i, with M2i surviving the merger as a wholly-owned subsidiary of Volato (together with all other transactions contemplated by the Merger Agreement, the “Merger”).

The Merger is subject to approval by each company’s stockholders and other customary closing conditions.

Upon consummation of the Merger, it is currently expected that M2i’s stockholders will own approximately 85% of the combined company.

In September 2025, we launched Parslee, an enterprise AI based software platform for Microsoft 365 that combines document intelligence with autonomous workflow agents and entered our first paying pilot programs with external customers.

The private aviation industry, historically under-innovated, faces challenges in asset utilization, operational complexity, and customer service.

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The Crew App supports pilots in logging trips, submitting duty data, and receiving updated itineraries, all from a mobile interface.

Omnichannel Communications:

Mission Control’s omnichannel communication system consolidates customer interactions across email, SMS, in-app messaging, automated calls, and recorded calls.

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Mission Control offers operators real-time dashboards with insights into key metrics, from fleet performance to customer satisfaction.

From fleet performance to customer satisfaction scores, these dashboards enable data-driven decision-making at every level of the organization.

These dashboards enable data-driven decision-making at every level of the organization.

Aggregate Net Promoter Score (NPS) results, gathered post-flight, are visible to the entire team, fostering a culture of continuous improvement.

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Mission Control includes built-in CRM tools for managing customer contacts, owner programs, and referral incentives.

Through features like JetQuote, Pocket Sales Calculator, operators can provide instant quotes, generate contracts, and capture e-signatures.

Through features like JetQuote and Pocket Sales Calculator, operators can provide instant quotes, generate contracts, and capture e-signatures.

This suite of tools enables operators to deliver streamlined sales and service processes, enhancing customer engagement and conversion rates.

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Vaunt Platform

Empty Leg Industry Backgroun d

Empty Leg Industry Background

The private aviation industry produces a large number of empty leg repositioning flights, with empty leg percentages for floating fleet operators typically ranging between 30-40% of all flight activity.

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Operators have traditionally tried to sell these empty legs.

However, successfully marketing these flights to traditional private aviation customers has been challenging, as they prioritize the flexibility of flying on their own schedules, rather than flying at a discount on pre-set routes and times generated from else’s flight schedule.

Realizing Revenue and Expanding Access

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Members secure the entire aircraft on their flights, allowing them to bring other passengers and pets at no additional cost, providing an experience that mirrors private aviation exclusivity.

Vaunt uses a proprietary algorithm to determine waitlist priority, calculated using several variables, including but not limited including referrals, prior flight no-shows, and the length of time since your last Vaunt flight.

Vaunt uses a proprietary algorithm to determine waitlist priority, calculated using several variables, including but not limited to referrals, prior flight no-shows, and the length of time since your last Vaunt flight.

As part of an annual Vaunt Membership members can purchase one “Priority Upgrade” per subscription cycle.

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Through these operator relationships, Vaunt aims to grow its inventory, deliver greater flight variety and availability for members, and further establish itself as the leading platform for affordable private aviation access.

Volato Aircraft Sales

Volato expects to take delivery of three Gulfstream G280 aircraft in 2025.

Each aircraft is expected to generate cashflow from the sale of the aircraft which includes an estimated $4.0 million to $5.0 million in gross profit earned on sale and the return of $3 million in cash on deposit for each aircraft.

Using our industry relationships and experience Volato may opportunistically source or acquire additional aircraft in the future.

Parslee is an enterprise AI platform.

The platform's offerings include Parslee Core, an LLM-based product featuring Parslee's orchestration-layer Knowledge Base, which provides customer-specific context to large language models, with Microsoft 365 integrations for calendar and email.

The platform also includes domain-specific AI Employees, LLM-enabled agents which execute workflows and manage multi-step business processes within Microsoft 365 enterprise environments.

Organizational Document Intelligence, a structured deterministic preprocessing layer for complex documents such as contracts and regulatory filings, is available as an optional platform enhancement.

All current Parslee products are in beta.

Parslee entered its first paying pilot programs with external customers in the third quarter of 2025.

Key features of Parslee include:

• Parslee Core – LLM-based product with Knowledge Base context layer and Microsoft 365 calendar and email integration.

• AI Employees – domain-specific task capabilities, autonomous execution of approved workflows, and multi-step process management within enterprise environments.

• Knowledge Base – per-customer contextual data layer for large language models, managed within Parslee's orchestration layer.

• Enterprise Integration – supports Microsoft 365 including SharePoint, OneDrive, Outlook, Teams, and Microsoft applications such as Word, Excel, and Planner.

• Organizational Document Intelligence (optional) – structured preprocessing of complex documents for use with large language models, with tracking of result origins for compliance purposes.

Privacy and Data Protection

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The collection, storage, processing, sharing, use, retention, and security of this information are governed by various laws and regulations.

Certain of our products, including Parslee, transmit customer data to third-party large language model providers for processing.

We rely on contractual and technical safeguards to protect customer data in connection with these services, and we select providers whose data handling practices are consistent with applicable privacy requirements.

However, our ability to protect such data is dependent in part on the practices and policies of these third-party providers.

The California Consumer Privacy Act (“CCPA”) establishes a privacy framework for covered businesses regarding data privacy rights for California residents.

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We believe that these facilities meet our current and future anticipated needs.

In addition, primarily for aircraft ownership program participants’ flight pricing, we designate a few other physical locations as

operational bases, which may or may not have personnel or facilities, but which our owners are not charged repositioning fees to fly from.

Intellectual Property

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We routinely evaluate our technology development initiatives and branding strategy to identify potential new intellectual property.

We have pending U.S.

and certain foreign trademark applications, including the “Volato” word mark and Dragonfly design mark.

We have a new patent-pending technology, filed in 2023, that advances how aircraft generate revenue by repurposing underutilized aircraft resources for cryptocurrency mining.

Presently, we own the Internet domain “flyvolato.com.” The regulation of domain names in the United States is subject to change, and regulatory authorities may create additional top-level domains, appoint additional domain name registrars, or change the prerequisites for holding domain names.

As a result, we may not be able to acquire or maintain all domain names that incorporate the name “Volato” or are otherwise relevant to or descriptive of our business.

trademarks for “Volato” and “Vaunt” word marks and the Dragonfly design mark.

We have a pending U.S.

trademark application for the “Parslee” word mark.

Presently, we own the Internet domains “flyvolato.com”, “flyvaunt.com”, and “Parslee.ai”.

The regulation of domain names in the United States is subject to change, and regulatory authorities may create additional top-level domains, appoint additional domain name registrars, or change the prerequisites for holding domain names.

As a result, we may not be able to acquire or maintain all domain names that incorporate the name “Volato”, “Vaunt” or “Parslee” or are otherwise relevant to or descriptive of our business.

Although software can be protected by copyright law, we have chosen to rely primarily on trade secret law to protect our proprietary software and have chosen not to register any copyrights in these works.

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As a result, we may be unable to protect certain aspects of our brands or other intellectual property in other jurisdictions.

Legal Proceedings

From time to time we are a party to various litigation matters incidental to the conduct of our business.

We are not presently party to any legal proceedings the resolution of which we believe would have a material adverse effect on our business, prospects, financial condition, liquidity, results of operation, cash flows or capital levels.

AVAILABLE INFORMATION

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At our Investor Relations website, www.ir.flyvolato.com, we make available free of charge a variety of information for investors.

The information on our websites is not, and shall not be deemed to be, part of this Annual Report or incorporated into any other filings we make with the SEC, except as expressly set forth by specific reference in any such filings.

All website addresses in this Annual Report are intended to be inactive textual references only.

Our goal is to maintain the Investor Relations website as a portal through which investors can easily find or navigate to pertinent information about us, including:

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• Opportunities to sign up for email alerts to have information pushed in real time.

In addition to our website, the public may read or copy any document we file with the SEC at the SEC’s website, http://www.sec.gov (File No.

In addition to our website, the public may read or copy any document we file with the SEC at the SEC’s website, www.sec.gov (File No.

The information found on our websites is not part of, or incorporated by reference into, this or any other report we file with, or furnish to, the SEC.

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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-K

Item 1. Business