Volato Group, Inc. Files Amendment No. 1 to 2025 10-K/A: Key Shareholder Updates and Executive Compensation Details

Key Highlights

• Volato Group, Inc. (NYSE American: SOAR) filed Amendment No. 1 to its Annual Report on Form 10-K/A for the year ended December 31, 2025.
• This amendment provides the previously omitted Part III information, including governance, executive compensation, security ownership, and related party transactions, which are critical for investors’ assessment of management and Board oversight.
• Class A Common Stock continues to be listed on NYSE American under the symbol “SOAR”, while warrants trade OTC under “SOARW”.
• The company confirms it is not a shell company and is classified as a smaller reporting company, non-accelerated filer, and emerging growth company, benefiting from scaled disclosure requirements.

Explanatory Note on the Amendment

This Form 10-K/A was filed to provide the disclosures required by Items 10-14 of Part III of Form 10-K, which were previously omitted and are no longer incorporated by reference to the definitive proxy statement. This amendment does not update other information from the original filing. No financial statements or Section 906 certifications are included, as only governance and compensation disclosures are being amended.

Governance and Compliance: What Shareholders Should Know

• The company’s Corporate Governance Guidelines and Board Committee Charters are available to shareholders on its investor relations website.
• Volato’s Board and its Audit, Compensation, and Governance Committees are comprised of a mix of independent and non-independent directors, with committee structures and charters that comply with NYSE and SEC rules.
• No material changes have been made to procedures by which shareholders may recommend director nominees.
• The company maintains a robust Insider Trading Policy and a Clawback Policy for executive compensation, compliant with Section 10D of the Exchange Act and NYSE requirements.
• Section 16(a) Beneficial Ownership Reports: All directors, officers, and >10% shareholders made timely filings except for three individuals with minor lapses. These are not expected to materially affect investor confidence but are disclosed for full transparency.

Executive Compensation: Details of Pay and Incentives

As an emerging growth and smaller reporting company, Volato utilizes scaled executive compensation disclosures. The compensation philosophy emphasizes transparency, pay-for-performance, and alignment with shareholder interests. Key takeaways:

• Base Salaries (2024 Example):
  • Mark Heinen, CFO: \$266,656 salary, \$104,477 equity awards, \$17,460 other (total: \$388,593)

• Equity Incentives: Initial restricted stock unit (RSU) awards were granted in 2024 but not in 2025. Performance-based RSUs remain outstanding, vesting upon achievement of specified stock price targets.
• Outstanding RSU and RSA Holdings:
  • Matthew Liotta (CEO): 14,813 fully vested RSUs, 45,000 fully vested RSAs, and 7,344 performance-based RSUs tied to share price.
  • Michael Prachar: 506 fully vested RSUs, 45,000 fully vested RSAs, 1,706 performance-based RSUs.
  • Mark Heinen (CFO): 5,579 fully vested RSUs, 45,000 fully vested RSAs, 1,914 performance-based RSUs.
• No RSU grants were made in 2025.
• Compensation is reviewed by an independent consultant, and award timing is managed to avoid periods of material non-public information (blackout periods).
• The Board’s Clawback Policy allows for the recovery of incentive compensation as required by law and exchange rules in the event of financial statement restatements or misconduct.

Incentive Plans and Shareholder Dilution

• The 2023 Stock Incentive Plan and newly summarized 2025 Stock Incentive Plan both include “best practices”:
  • No more than 20% of Class A shares may be issued under the 2023 plan (subject to anti-dilution adjustments).
  • No repricing of options or SARs without shareholder approval.
  • Conservative share counting to prevent excessive dilution; shares withheld for taxes or net settlement are not recycled into the pool.
  • All options and SARs must have exercise prices at or above fair market value and cannot exceed a 10-year term.
• Administration of plans is by the Compensation Committee, with oversight from the Board, and subject to NYSE and SEC independence requirements.

Shareholder Information & Potential Price Sensitive Issues

• No restatements or material error corrections are reflected in this filing. The amendment is for governance and compensation disclosure only.
• All required interactive data files (XBRL) and reports have been timely filed.
• Volato is not a well-known seasoned issuer, not a shell, and not a voluntary filer. The company is current in all filing requirements.
• The company’s Clawback Policy and Insider Trading Policy are intended to align management and shareholder interests, protect the company from reputational risk, and ensure compliance with recent SEC and NYSE rules.
• There have been no financial statement changes or corrections that would have a direct impact on current share valuation as a result of this amendment.
• Shareholders are encouraged to review the newly disclosed Part III information for a comprehensive understanding of executive compensation, Board structure, and governance practices as these can influence both investor perception and share value.

Conclusion

The filing of this Amendment No. 1 to the 2025 Form 10-K/A by Volato Group, Inc. is a crucial update for shareholders, as it provides key disclosures on governance, compensation, and compliance that were previously omitted. While there are no restatements or corrections that would immediately impact share value, the transparency on executive pay, incentive alignment, and Board practices may influence investor confidence and market perception.

Disclaimer: This article is for informational purposes only and does not constitute investment advice. Investors should review the full SEC filing and consult with their financial advisors before making investment decisions.

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