UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

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

For the Quarterly period ended June 30, 2026

☐ 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

86-2707040

(State or other jurisdiction of

incorporation or organization)

(I.R.S. Employer

Identification Number)

1954 Airport Road, Suite 124

Chamblee, GA 30341

(Address of Principal Executive Offices, including ZIP Code)

844-399-8998

(Registrant’s telephone number, including area code)

N/A

(Former name, former address and former fiscal year, if changed since last report)

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 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 is a shell company (as defined in Rule 12b-2 of the Act). Yes ☐ No ☒

As of August 3, 2026, there were 53,633,248 shares of Class A common stock outstanding.

VOLATO GROUP, INC.

FORM 10-Q

INDEX

			Page

		Special Note about Forward-Looking Statements	3
PART I
	Item 1.	Financial Statements	4
		Consolidated Balance Sheets	4
		Consolidated Statements of Operations	5
		Consolidated Statements of Changes In Shareholders’ Deficit	6
		Consolidated Statements of Cash Flows	7
		Notes to Consolidated Financial Statements	8
	Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	31
	Item 3.	Quantitative and Qualitative Disclosures about Market Risk	40
	Item 4.	Controls and Procedures	40

PART II			41
	Item 1.	Legal Proceedings	41
	Item 1A.	Risk Factors	41
	Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	41
	Item 3.	Defaults Upon Senior Securities	41
	Item 4.	Mine Safety Disclosures	41
	Item 5.	Other Information	41
	Item 6.	Exhibits	42
		Signatures	43

Table of Contents

Special Note About Forward-Looking Statements

This report includes estimates, projections, statements relating to our business plans, objectives, and expected operating results that are “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933, and Section 21E of the Securities Exchange Act of 1934. Forward-looking statements may appear throughout this report, including the following sections: “Risk Factors” (Part II, Item 1A of this Quarterly Report on Form 10-Q (“Quarterly Report”)), and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” (Part I, Item 2 of this Quarterly Report). These forward-looking statements generally are identified by the words “believe,” “project,” “expect,” “anticipate,” “estimate,” “intend,” “strategy,” “future,” “opportunity,” “plan,” “may,” “should,” “will,” “would,” “will be,” “will continue,” “will likely result,” and similar expressions or the negative of such terms. However, the absence of these words does not mean that a statement is not forward-looking. Forward-looking statements are based on current expectations and assumptions that are subject to risks and uncertainties that may cause actual results to differ materially. We describe certain risks and uncertainties that could cause actual results and events to differ materially in the sections entitled “Risk Factors,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” and “Quantitative and Qualitative Disclosures about Market Risk” of our most recent Annual Report on Form 10-K. Readers are cautioned not to place undue reliance on forward-looking statements, which speak only as of the date they are made. We undertake no obligation to update or revise publicly any forward-looking statements, whether because of new information, future events, or otherwise.

Table of Contents

PART I.

ITEM 1. FINANCIAL STATEMENTS

VOLATO GROUP, INC.

CONSOLIDATED BALANCE SHEETS

(Amounts in thousands, except par value amounts)

(unaudited)

	June 30, 2026			December 31, 2025
ASSETS
Current assets:
Cash	$	8,440		$	4,698
Accounts receivable, net		12			101
Equity contribution receivable		200			—
Contract assets, net		840			636
Deposits		53			70
Note receivable, current		138			206
Investment in M2i		643			1,197
Investment in flyExclusive		—			1,739
Aviation asset option		—			324
Prepaid expenses and other current assets		800			572
Current assets - discontinued operations		32			267
Total current assets		11,158			9,810

Property and equipment, net		502			323
Operating lease, right-of-use assets		107			128
Note receivable, non-current		1,770			1,693
Total assets	$	13,537		$	11,954

LIABILITIES AND SHAREHOLDERS’ EQUITY (DEFICIT)
Current liabilities:
Accounts payable and accrued liabilities	$	5,309		$	3,394
Dividend payable		—			1,637
Convertible notes, net		—			4,230
Operating lease liability		46			43
Deferred revenue and customer deposits		4,621			2,823
Current liabilities - discontinued operations		35			1,591
Total current liabilities		10,011			13,718

Operating lease liability, non-current		61			85
Total liabilities	$	10,072		$	13,803

COMMITMENTS AND CONTINGENCIES (Note 13)

Shareholders’ equity (deficit):
Common Stock Class A, $0.0001 par value; 200,000,000 authorized; 53,183,044 and 9,510,784 shares issued and outstanding as of June 30, 2026 and December 31, 2025, respectively	$	10		$	5
Additional paid-in capital		108,911			98,917
Accumulated deficit		(105,456	)		(100,771	)
Total shareholders’ equity (deficit)		3,465			(1,849	)
Total liabilities and shareholders’ equity	$	13,537		$	11,954

The accompanying notes are an integral part of these unaudited consolidated financial statements.

Table of Contents

VOLATO GROUP, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS

(Amounts in thousands, except share data)

(unaudited)

	2026			2025			2026			2025
	Three Months Ended June 30,						Six Months Ended June 30,
	2026			2025			2026			2025
Revenue	$	965		$	24,855		$	1,967		$	50,338

Costs and expenses:
Cost of revenue		292			21,088			586			42,075
Selling, general and administrative		3,193			2,895			6,243			4,865
Total costs and expenses		3,485			23,983			6,829			46,940

Operating income (loss)		(2,520	)		872			(4,862	)		3,398

Other income (expenses):
Other income (loss), net		(86	)		3,130			(116	)		4,311
Gain (loss) on sale of asset		(264	)		—			830
Gain (loss) from change in fair value of financial instruments		(218	)		99			(1,596	)		(750	)
Gain from termination of certain Investment shares in M2i		959			—			959			—
Interest income (expense), net		(26	)		(1,229	)		1			(3,629	)
Other income (expenses), net		365			2,000			78			(68	)

Income (loss) before provision for income taxes and discontinued operations		(2,155	)		2,872			(4,784	)		3,330
Provision for income taxes		(1	)		189			4			287
Net income (loss) from continuing operations		(2,154	)		2,683			(4,788	)		3,043
Net income (loss) from discontinued operations, net of taxes		103			919			103			1,014
Net income (loss)	$	(2,051	)	$	3,602		$	(4,685	)	$	4,057

Basic and diluted net income (loss) per share:
Net income (loss) per share from continuing operations, basic	$	(0.06	)	$	1.03			(0.18	)	$	1.36
Net income (loss) per share from continuing operations, diluted	$	(0.06	)	$	0.55			(0.18	)	$	0.85
Net income (loss) per share from discontinued operations, basic	$	0.00		$	0.35			0.00		$	0.45
Net income (loss) per share from discontinued operations, diluted	$	0.00		$	0.20			0.00		$	0.23
Net income (loss) per share, basic	$	(0.06	)	$	1.39			(0.17	)	$	1.82
Net income (loss) per share, diluted	$	(0.06	)	$	0.75			(0.17	)	$	1.08

Weighted average common shares outstanding:
Basic		34,809,790			2,592,878			27,125,094			2,229,573
Diluted		34,809,790			4,661,101			27,125,094			4,506,376

The accompanying notes are an integral part of these unaudited consolidated financial statements.

Table of Contents

VOLATO GROUP, INC.

CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY (DEFICIT)

(Amounts in thousands, except shares)

(unaudited)

	Shares		Amount		Capital		Deficit			(Deficit)
	Class A Common Stock				Additional Paid-in		Accumulated			Total Shareholders’ Equity
	Shares		Amount		Capital		Deficit			(Deficit)
Balance as of December 31, 2024		1,843,852	$	5	$	87,968	$	(104,307	)	$	(16,334	)
Stock-based compensation		—		—		46		—			46
Issuance of common stock		57,041		—		—		—			—
Net income		—		—		—		455			455
Balance as of March 31, 2025		1,900,893	$	5	$	88,014	$	(103,852	)	$	(15,833	)
Stock-based compensation		—		—		557		—			557
Issuance of common stock		2,721,844		—		4,610		—			4,610
Net income		—		—		—		3,602			3,602
Balance as of June 30, 2025		4,622,737	$	5	$	93,181	$	(100,250	)	$	(7,064	)

	Class A Common Stock					Additional Paid-in			Accumulated			Total Shareholders’ Equity
	Shares			Amount		Capital			Deficit			(Deficit)
Balance as of December 31, 2025		9,510,784		$	5	$	98,917		$	(100,771	)	$	(1,849	)
Stock-based compensation		—			—		30			—			30
Issuance of common stock for debt conversion		10,604,465			1		4,042			—			4,043
Issuance of restricted stock units		70,000			—		—			—			—
Cost of common stock issuance							(36	)					(36	)
Net loss		—			—		—			(2,634	)		(2,634	)
Balance as of March 31, 2026		20,185,249		$	6	$	102,953		$	(103,405	)	$	(446	)
Balance		20,185,249		$	6	$	102,953		$	(103,405	)	$	(446	)
Stock-based compensation		—			—		—			—			—
Issuance of common stock for debt conversion		1,154,915			—		249			—			249
Issuance of common stock		35,101,766			4		6,647			—			6,651
Reversal of common stock issuance		(3,258,886	)		—		(532	)		—			(532	)
Cost of common stock issuance		—			—		(406	)		—			(406	)
Net loss		—			—					(2,051	)		(2,051	)
Net income (loss)		—<