SCHEDULE 13D/A 0002109294 XXXXXXXX LIVE 2 Common Stock, par value $0.0001 per share 02/18/2026 false 0001861622 47714H308 Jet.AI Inc.

10845 GRIFFITH PEAK DR., SUITE 200 LAS VEGAS NV 89135

Vladimir A. Semenikhin 0607934471 Royal Amwaj Crescent Road Palm Jumeirah Dubai C0 99999 0002109294 N Semenikhin Vladimir Anatolevich b PF N O1 3950000.00 3950000.00 3950000.00 3950000.00 3950000.00 N 8.7 IN Common Stock, par value $0.0001 per share Jet.AI Inc. 10845 GRIFFITH PEAK DR., SUITE 200 LAS VEGAS NV 89135 Vladimir Anatolevich Semenikhin Royal Amwaj Crescent Road Palm Jumeirah Dubai UAE Director Sello Dorado FZCO DSO IFZA Dubai Digital Park Dubai Silicon Oasis No No Malta The aggregate purchase price of the Shares was approximately $1.6 million. The funds used to acquire the Shares were the Reporting Person's personal funds, including cash received from dividends and distributions from entities owned or controlled by the Reporting Person. No funds were borrowed or obtained from any third party in connection with the acquisition of the Shares. The Reporting Person acquired the Shares for investment purposes because he believes the Shares are materially undervalued relative to the Company assets, prospects and available strategic alternatives. The Reporting Person has reviewed the Company capital allocation practices and governance actions, including the adoption of a stockholder rights plan described by the Company as intended to protect stockholders from coercive or abusive change of control tactics, as well as the Company continued issuance of equity securities pursuant to at the market equity issuance programs. The Reporting Person believes that the continued issuance of equity at prevailing market prices, particularly during periods of heightened volatility, is inconsistent with the stated objectives of such defensive measures. The Reporting Person further believes that the combined effect of the Company stockholder rights plan and its continued issuance of equity securities pursuant to at the market materially restricts stockholder choice. While the rights plan limits the ability of stockholders or third parties to accumulate Shares or present potential change of control proposals that could result in a premium to market prices, the Company has continued to sell Shares into the public market at prevailing prices, which the Reporting Person believes are materially below intrinsic value. In the Reporting Person view, this combination of defensive and dilutive actions has the effect of preventing stockholders from realizing potential takeover premiums while simultaneously increasing the number of outstanding Shares at discounted prices. The Reporting Person has also reviewed the Company announced business combination with flyExclusive, including the recent merger agreement amendments, as well as management compensation and incentive arrangements of $3 million associated with the transaction. Based on this review, the Reporting Person believes that the proposed transaction, as currently structured, does not maximize value for the Company stockholders and that certain incentive and bonus arrangements in connection with the transaction may not be appropriately aligned with long term stockholder interests. Accordingly, the Reporting Person intends to oppose the proposed business combination with flyExclusive and intends to vote the Shares against the transaction if it is submitted to a vote of stockholders. In furtherance of these objectives, the Reporting Person intends to pursue actions designed to provide stockholders with a meaningful alternative to continued dilution and entrenchment, which may include, without limitation: - commencing a tender offer for less than all outstanding shares, structured to comply with any applicable ownership thresholds under the Company stockholder rights plan or similar arrangement, at prices and on terms to be determined, subject to financing and other customary conditions. - seeking the suspension or termination of equity issuance programs, including at the market offerings, that the Reporting Person believes are dilutive to stockholders. - seeking the redemption, removal, or modification of the Company stockholder rights plan or other defensive measures that the Reporting Person believes unduly restrict shareholder choice. - seeking changes to the composition of the Board of Directors, including through a proxy solicitation, to improve alignment with stockholder interests and oversight of capital allocation, compensation and strategic decisions. - exploring other transactions, strategies, or alternatives that the Reporting Person believes may be in the best interests of stockholders. Any such action may be subject to conditions, including market conditions, regulatory requirements, financing considerations and the actions or responses of the Company and its Board of Directors. The Reporting Person has not entered into any agreement or arrangement requiring him to pursue any particular course of action and reserves the right to modify, abandon or pursue any of the foregoing at any time. The Reporting Person beneficially owns 3950000 shares of common stock of the Issuer, representing approximately 8.7% of the outstanding shares of common stock of the Issuer, based on 45478249 shares outstanding as reported in the Issuer's Form S-3 filled on 28th January 2026. The Reporting Person has sole voting power and sole dispositive power with respect to 3950000 shares. The Reporting Person effected the following transactions in the Share during the past 60 days (aggregated by date), all of which were open market transactions: Date: 13/01/26 Number of Shares: 1.774.000 Price per Share: 0.41 Transaction: Purchase Date: 14/01/26 Number of Shares: 1.790.016 Price per Share: 0.485 Transaction: Purchase Date: 15/01/26 Number of Shares: 164.016 Price per Share: 0.47 Transaction: Sell Date: 02/02/26 Number of Shares: 550.000 Price per Share: 0.18 Transaction: Purchase No person other than the Reporting Person has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Shares. Not applicable. The Reporting Person is not a party to any contracts, arrangements, understandings or relationships with respect to any securities of the Issuer, including but not limited to transfer or voting of any of the securities of the Issuer, finder's fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or losses, or the giving or withholding of proxies. None. Semenikhin Vladimir Anatolevich Vladimir Anatolevich Semenikhin 02/18/2026