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10-K2026-03-06· deepseek-chat

JTAI · Jet.AI Inc.

0001493152-26-009165

SEC filing

Summary

Jet.AI Inc. reported net income of $4.6M for FY 2025, a significant improvement from a net loss of $12.7M in FY 2024. This swing to profitability was primarily driven by a $14.5M unrealized gain on other investments, a non-cash item. Core operations remained challenging, with revenues declining to $9.2M from $14.0M YoY, resulting in a gross loss of $0.3M and an operating loss of $10.1M. The company is undergoing a strategic transformation, having entered into an agreement to sell its aviation business assets to flyExclusive, expected to close in Q2 2026, and is pivoting to focus on AI data center infrastructure through joint ventures. Cash used in operations was $8.2M, and the company ended the year with $1.8M in cash and cash equivalents.

Key takeaways

Full analysis

Performance Summary

For the fiscal year ended December 31, 2025, Jet.AI Inc. reported net income of $4.6M, a substantial reversal from a net loss of $12.7M in FY 2024. This positive result was primarily attributable to a $14.5M unrealized gain on other investments, specifically the fair value adjustment of its investment in the sponsor of AI Infrastructure Acquisition Corp. Excluding this non-cash gain, the company would have recorded a net loss of approximately $9.9M. Revenues declined to $9.2M from $14.0M in the prior year, a decrease of $4.8M or 34.6%. The company recorded a gross loss of $0.3M, an improvement from a $1.0M gross loss in FY 2024. Operating loss was $10.1M, compared to $12.6M in the prior year. Basic net income per share was $2.00, based on 3.0M weighted-average shares.

Revenue Analysis

Revenue for FY 2025 was $9.2M, segmented into three primary categories as disclosed in the Management's Discussion and Analysis. Software App and Cirrus Charter revenue was $4.8M (a $3.2M decrease YoY), Jet Card and Fractional Programs revenue was $1.1M (a $1.2M decrease YoY), and Management and Other Services revenue was $3.3M (a $0.3M decrease YoY). The declines in Software/Charter and Jet Card revenues are attributed to the planned sale of the company's aviation assets to flyExclusive, which led to reduced brokerage staff and flight activity. The company sold 20 prepaid flight hours in 2025, recognizing $1.1M in related revenue from hours flown and additional charges, compared to selling 285 hours and recognizing $2.3M in FY 2024.

Margins & Profitability

The company's gross margin improved to -3.3% in FY 2025 from -6.9% in FY 2024, as the gross loss narrowed by $0.7M. This improvement was driven by decreased pilot, fuel, training, and maintenance costs, alongside lower aircraft utilization. Operating expenses totaled $9.8M, a decrease of $1.8M from the prior year, largely due to a $2.0M reduction in stock-based compensation within general and administrative expenses. The operating loss of $10.1M represents a $2.5M improvement YoY. Profitability for the period was entirely dependent on the $14.5M unrealized gain from the fair value adjustment of other investments.

Cash Flow & Balance Sheet

Net cash used in operating activities was $8.2M for FY 2025, consistent with the prior year's usage. The net income of $4.6M did not generate cash due to the significant non-cash unrealized gain. Key adjustments included $1.6M in stock-based compensation and a $1.3M increase in accounts payable. Net cash used in investing activities was $5.1M, primarily for a $2.7M investment in the sponsor of AI Acquisition, a $1.7M aircraft deposit, and a $0.8M investment in a joint venture. Net cash provided by financing activities was $9.2M, mainly from $11.0M in proceeds from the exercise of Series B Preferred Stock warrants, offset by $2.5M in offering costs. The company ended the period with $1.8M in cash and cash equivalents, total assets of $25.7M, total liabilities of $3.7M, and stockholders' equity of $22.0M. Current liabilities exceeded current assets by $1.5M.

Outlook

The company is executing a strategic transformation to become a pure-play AI data center infrastructure company. This pivot is driven by an agreement to sell its fractional and jet card business assets to flyExclusive, with the transaction expected to close in the first or second quarter of 2026. Post-transaction, the company will retain its software and intellectual property assets. It has entered joint venture agreements to develop AI data center projects in Canada and has announced a planned joint venture for a data center in Nevada. The company notes substantial doubt about its ability to continue as a going concern, citing recurring losses and the need for additional capital. It intends to fund operations through potential equity and debt sales, including an at-the-market offering program. Key risks include the completion of the flyExclusive transaction, successful execution of the new AI data center strategy, intense competition, and the need to raise significant capital.