Premier Air Charter Holdings Inc. Files Form 8-K: Key Developments for Investors

Overview

Premier Air Charter Holdings Inc., a Nevada corporation engaged in providing air charter services and quoted on OTC Markets, has filed a Form 8-K with the U.S. Securities and Exchange Commission, dated February 19, 2026. This filing includes important documentation and agreements that investors should closely review for their potential impact on company operations and share value.

Key Points from the SEC Filing

• Form 8-K Filing: This is a “Current Report” pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934, indicating a material event or corporate change.
• Registrant: Premier Air Charter Holdings Inc., Nevada (Exact name as per charter).
• Date of Event Reported: February 19, 2026.
• SEC File Number: 000-56312
• Tax ID: 99-0385465
• Trading Status: Securities are not registered under Section 12(b); no trading symbol; not listed on any exchange. This may impact liquidity and trading opportunities for shareholders.
• Emerging Growth Company: The company does NOT qualify as an emerging growth company under SEC rules.

Notable Exhibits Filed

1. Exhibit 10.1: Independent Director Engagement Agreement
   • The company is appointing independent directors who qualify under SEC rules.
   • Annual compensation for independent directors includes:
     • A cash retainer
     • Potential committee chair fees
     • Equity grants in the form of stock options
     • Expense reimbursements
   • Equity grants will be issued under the 2025 Omnibus Equity Incentive Plan.

   Investor Note: The introduction of equity grants and director compensation structures under a new plan could signal the company’s commitment to governance and may impact future stock dilution and incentive alignment.

2. Exhibit 10.2: Form of Nonstatutory Stock Option Agreement
   • Details the terms for stock options granted under the 2025 Omnibus Equity Incentive Plan.
   • Options are subject to exercise procedures, including both cash and cashless exercise methods.
   • Shares issued upon option exercise will carry restrictive legends if not registered, limiting transferability.
   • Option holders agree not to sell or dispose of shares for at least one year following registration in an underwritten offering (“stand-off agreement”).
   • Tax implications are outlined, with requirement for option holders to report income based on the fair market value at exercise.
   • Company reserves rights to adjust options in the event of recapitalization (stock splits, dividends, etc.), but not for conversions of convertible securities.

   Investor Note: The issuance of new stock options could lead to dilution; restrictive legends and stand-off agreements may affect liquidity and trading. Tax obligations for option holders are clear. Any recapitalization or corporate actions could alter outstanding shares and exercise prices, potentially affecting share value.

3. 104: Cover Page Interactive Data File

   Embedded within the Inline XBRL document for digital data analysis.

Other Shareholder Considerations

• Not Price Sensitive: The company did not check any boxes related to written communications, soliciting material, or pre-commencement tender offers, indicating no concurrent corporate actions (such as mergers or tender offers) are being announced.
• Shell Company Status: The company is not identified as a shell company, which is important for regulatory and trading reasons.
• Liquidity Risks: With no trading symbol and no exchange registration, investors should be aware of potential challenges in trading shares. Any future actions to register securities or list on exchanges would be significant for share price.
• Director and Optionee Responsibilities: New directors and option holders are required to comply with investment intent declarations and transfer restrictions, reinforcing compliance and limiting immediate resale.

Potential Share Price Impact

What Could Move the Stock:

• Implementation of the 2025 Omnibus Equity Incentive Plan and issuance of new stock options could lead to future dilution and impact valuation.
• Appointment of independent directors and enhanced governance may increase investor confidence, especially if company pursues growth or exchange listing.
• Any future registration of securities or listing efforts, if announced, would be highly price sensitive.
• Recapitalization events, if they occur, could alter the capital structure and affect share value.

Conclusion

Investors in Premier Air Charter Holdings Inc. should closely monitor developments related to director appointments, stock option issuances, and potential recapitalization actions. While no immediate price-sensitive actions (such as mergers, tender offers, or exchange listings) are reported in this filing, new compensation and equity plans could have long-term effects on share value through dilution and governance changes. Any announcement regarding trading symbol or exchange registration would be highly significant and potentially price-moving.

Disclaimer

This article is for informational purposes only and does not constitute investment advice. Investors should conduct their own due diligence and consult financial professionals before making investment decisions. The information herein is based on SEC filings and may be subject to change or interpretation. Neither the author nor this publication assumes any liability for actions taken by readers based on this article.

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