UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K/A

☒	ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

	For the Fiscal Year Ended December 31, 2025

☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

	For the Transition Period From to

Commission File Number 001-41104

VOLATO GROUP, INC.

(Exact name of Registrant as specified in its charter)

Delaware

4522

86-2707040

(State or other jurisdiction of

incorporation or organization)

(Primary Standard Industrial

Classification Code Number)

(I.R.S. Employer

Identification Number)

1954 Airport Road, Suite 124

Chamblee, GA 30341

Telephone: 844-399-8998

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

Title of each class	Trading Symbol	Name of exchange on which registered
Class A Common stock, $0.0001 par value per share	SOAR	NYSE American LLC
Warrants, each whole warrant exercisable for one share of Class A common stock at an exercise price of $287.50	SOARW	OTC Markets Group, Inc.

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

None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.	Yes	☐	No	☒
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.	Yes	☐	No	☒

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company.

See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large Accelerated Filer	☐	Accelerated Filer	☐

Non-accelerated Filer	☒	Smaller Reporting Company	☒

		Emerging Growth Company	☒

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. ☐

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.☐

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ☐ No ☒

As of June 30, 2025, the aggregate market value of the registrant’s common stock held by non-affiliates of the registrant was $4,627,542 based on the closing sale price as reported on the NYSE American LLC. As of April 21, 2026, there were 38,895,663 shares of common stock outstanding.

Auditor Firm ID: 149

Auditor Name: Elliott Davis, PLLC

Auditor Location: Charlotte, North Carolina

Form 10-K/A

Amendment No. 1

EXPLANATORY NOTE

This Amendment No. 1 on Form 10-K/A (the “Amendment”) amends the Annual Report on Form 10-K of Volato Group, Inc. (the “Company”) for the year ended December 31, 2025, as filed with the Securities and Exchange Commission (the “SEC”) on March 12, 2026 (the “Original Filing”), to include the information required by Part III of Form 10-K. The Part III information was previously omitted from the Original Filing in reliance on General Instruction G(3) to Form 10-K, which permits the information in the above referenced items to be incorporated in the Form 10-K by reference from our definitive proxy statement if such statement is filed no later than 120 days after our fiscal year-end. The information required by Items 10-14 of Part III is no longer being incorporated by reference to the proxy statement relating to our 2026 Annual Meeting of Stockholders. The reference on the cover of the Original Filing to the incorporation by reference to portions of our definitive proxy statement into Part III of the Original Filing is hereby deleted. This Amendment is not intended to update any other information presented in the Original Filing. In addition, new certifications pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 by our principal executive officer and principal financial officer are filed herewith as exhibits 31.3 and 31.4 to this Amendment. Because no financial statements have been included in this Amendment and this Amendment does not contain or amend any disclosure with respect to Items 307 and 308 of Regulation S-K, paragraphs 3, 4, and 5 of the certifications have been omitted. Additionally, we are not including the certifications under Section 906 of the Sarbanes-Oxley Act of 2002, because we are not filing any financial statements with this Amendment.

Except as described above or as otherwise expressly provided by the terms of this Amendment, no other changes have been made to the Original Filing. Except as otherwise indicated herein, this Amendment continues to speak as of the date of the Original Filing, and the Company has not updated the disclosures contained therein to reflect any events that occurred subsequent to the date of the Original Filing. This Amendment should be read in conjunction with the Original Filing and with our filings with the SEC subsequent to the Original Filing. Capitalized terms used herein and not otherwise defined are defined as set forth in the Original Filing.

VOLATO GROUP, INC.

FORM 10-K/A

FOR THE YEAR ENDED DECEMBER 31, 2025

INDEX

			Page
Cautionary Statement Regarding Forward-Looking Information

PART III
	Item 10.	Directors, Executive Officers, and Corporate Governance	3
	Item 11.	Executive Compensation	9
	Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	34
	Item 13.	Certain Relationships and Related Transactions, and Director Independence	36
	Item 14.	Principal Accountant Fees and Services	39

PART IV
	Item 15.	Exhibit and Financial Statement Schedules	40
		Signatures	41

Name	Age	Position
Matthew Liotta	48	Chairman of the Board of Directors, Chief Executive Officer, and President
Michael Prachar	57	Chief Operating Officer
Mark Heinen	56	Chief Financial Officer

Non-Employee Directors
Christopher Burger	50	Director
Michael Nichols	55	Director
Nicholas Cooper	41	Director
Alan Gaines	70	Director

Name and principal position	Year	Salary ($)		Bonus ($)⁽¹⁾		Equity Awards($)⁽²⁾		Other⁽³⁾		Total
Matthew Liotta	2025		310,000		—		103,050		6,200		419,250
Chair and Chief Executive Officer⁽⁴⁾	2024		117,750		—		415,412		7,675		540,837
Michael Prachar	2025		235,000		100,000		103,050		13,832		451,882
Chief Operating Officer⁽⁵⁾	2024		227,906		—		42,500		15,150		285,556
Mark Heinen	2025		275,000		—		103,050		13,870		391,920
Chief Financial Officer⁽⁶⁾	2024		266,656		—		104,477		17,460		388,593

	Option Awards
Name	Number of Securities underlying unexercised options (#) exercisable ⁽¹⁾		Number of securities underlying unexercised options (#) unexercisable		Option exercise price ($)		Option expiration date
Matthew Liotta		—		—		—		—
Michael Prachar⁽¹⁾		12,847		—		3.50		3/10/2032
Mark Heinen		—		—		—		—

	Stock Awards
Name	Number of Shares or Units of Stock That Have Not Vested (#)		Market Value of Shares or Units of Stock That Have Not Vested ($)		Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)		Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)
Matthew Liotta⁽¹⁾		—		—		7,344		4,700
Michael Prachar⁽²⁾		—		—		1,706		1,091
Mark Heinen⁽³⁾		—		—		1,914		1,224

Name	Cash Fees ($)		RSU awards ($)⁽¹⁾		Other ($) ⁽²⁾		Total ($)
Michael D. Nichols		43,118		—				43,118
Christopher Burger		37,173		13,440				50,613
Nicholas Cooper		—		—		40,000		40,000
Alan D. Gaines⁽³⁾		3,078		—				3,078

Name and Address of Beneficial Owner⁽¹⁾	Number of Shares		% of Outstanding Common Stock
Directors and Named Executive Officers:
Matthew Liotta⁽²⁾		326,384		*
Nicholas Cooper⁽³⁾		95,255		*
Michael Prachar⁽⁴⁾		68,817		*
Mark Heinen ⁽⁵⁾		60,921		*
Michael Nichols⁽⁶⁾		10,775		*
Christopher Burger⁽⁷⁾		30,135		*
Alan D. Gaines		0		*
All directors and Executive Officers as a group (7 individuals)		592,287		1.5	%
Five Percent Holders:
Clearthink Capital Partners, LLC⁽⁸⁾		2,807,295		7.2	%
Douglas Cole⁽⁹⁾		2,808,682		7.2	%

	Number of securities to be issued upon exercise of outstanding options, warrants and rights		Weighted- average exercise price of outstanding options, warrants and rights		Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a))
Plan Category	(a)		(b)		(c)
Equity compensation plans approved by security holders		17,677	$	4.69		163,854
Equity compensation plans not approved by security holders		—	$	—		—
Total		17,677	$	4.69		163,854

	2025($)		2024($)
Audit Fees	$	312,000	$	248,000
Audit-Related Fees⁽¹⁾		88,000		112,200
Tax Fees		—		—
All Other Fees		—		—
Total	$	400,000	$	360,200

Exhibit Number		Description
2.1		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).
2.2		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).
3.1		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).
3.2		Third Amended and Restated Bylaws of Volato Group, Inc. PROOF Acquisition Corp I, as amended through October 10, 2024 (incorporated by reference to Exhibit 3.2 of our Annual Report on Form 10-K for the year ended December 31, 2024).
4.1		Description of Securities (incorporated by reference to Company’s Annual Report on form 10-K filed with the SEC on March 12, 2026).
10.1		Form of Second 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 June 13, 2025).
10.2		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).
10.3		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).
10.4		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).
10.5		Fourth Amendment to Aircraft Management Services Agreement, dated October 1, 2025, between Volato Group, Inc. and flyExclusive, Inc. (incorporated by reference from Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on October 7, 2025.)
10.6		Form of Fourth 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 October 17, 2025).
10.7		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).
10.8		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).
19.1		Insider trading policy (incorporated by reference from Exhibit 19.1 to the Company’s Annual Report on Form 10-K filed with the SEC on March 31, 2025).
21.1		List of Subsidiaries (incorporated by reference from Exhibit 21.1 to the Company’s Registration Statement on Form S-4 filed with the SEC on December 15, 2025).
23.1		Consent of Rose, Snyder & Jacobs, LLP (incorporated by reference herein from the Company’s Annual Report on Form 10-K filed with the SEC on March 12, 2026).
24.1		Power of Attorney (included on signature page).
31.1		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 (incorporated by reference from Exhibit 31.1 to the Company’s Annual Report on form 10-K filed with the SEC on March 12, 2026).
31.2		Certification of Principal Financial 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 (incorporated by reference from Exhibit 31.2 to the Company’s Annual Report on form 10-K filed with the SEC on March 12, 2026).
31.3*		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.
31.4*		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.
32.1		Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (incorporated by reference from Exhibit 32.1 to the Company’s Annual Report on form 10-K filed with the SEC on March 12, 2026).
32.2		Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (incorporated by reference from Exhibit 32.2 to the Company’s Annual Report on form 10-K filed with the SEC on March 12, 2026).
97.1		Volato Group, Inc. Clawback Policy (incorporated by reference to Company’s Annual Report on form 10-K filed with the SEC on March 31, 2025).
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

Date: April 30, 2026
	Volato Group, Inc.

	By:	/s/ Matthew Liotta
	Name:	Matthew Liotta
	Title:	Chief Executive Officer

Name	Title	Date

/s/ Matthew Liotta	Chief Executive Officer and Director	April 30, 2026
Matthew Liotta	(Principal Executive Officer)

/s/ Mark Heinen	Chief Financial Officer	April 30, 2026
Mark Heinen	(Principal Financial and Accounting Officer)

/s/ Nicholas Cooper	Director	April 30, 2026
Nicholas Cooper

/s/ Michael Nichols	Director	April 30, 2026
Michael Nichols

/s/ Chris Burger	Director	April 30, 2026
Chris Burger

/s/ Alan D. Gaines	Director	April 30, 2026
Alan D. Gaines

Amendment: SEC Form 10-K/A filed by Volato Group Inc.