Both ISS and Glass Lewis Now Recommend “FOR” – Jet.AI Urges Stockholders to Vote Ahead of the Upcoming Special Meeting of Stockholders
LAS VEGAS, NV, June 08, 2026 (GLOBE NEWSWIRE) — Jet.AI Inc. (NASDAQ: JTAI) (the “Company” or “Jet.AI”), an emerging provider of high-performance GPU infrastructure and AI cloud services, today announced that Institutional Shareholder Services Inc. (“ISS”), a leading independent provider of global proxy research and corporate governance advisory services, has recommended that Jet.AI stockholders vote “FOR” the proposed merger with flyExclusive, Inc. (“flyExclusive”) at the upcoming Special Meeting of Stockholders scheduled for June 11, 2026.
This recommendation follows the earlier “FOR” recommendation from Glass, Lewis & Co. (“Glass Lewis”), another leading independent proxy advisory firm. With both ISS and Glass Lewis now recommending stockholders vote in favor of the proposed merger, Jet.AI’s Board of Directors strongly urges all stockholders of record to follow these recommendations and vote their shares “FOR” the proposed merger with flyExclusive as soon as possible.
BOTH LEADING PROXY ADVISORY FIRMS NOW RECOMMEND VOTING “FOR” THE PROPOSED MERGER
ISS: “FOR” | Glass Lewis: “FOR”
The Board of Directors unanimously recommends stockholders vote “FOR” all proposals.
Jet.AI Executive Chairman Mike Winston commented: “We are extremely pleased to receive this positive recommendation from ISS, coming on the heels of Glass Lewis’ earlier recommendation. The endorsement of both leading proxy advisory firms underscores the compelling nature of this transaction and the value it represents for our stockholders. With the Special Meeting approaching, we strongly encourage all our stockholders to follow these recommendations and cast their votes promptly. Every vote matters and we appreciate the continued support of our stockholders as we work to finalize this merger and unlock the next chapter of growth for Jet.AI.”
Your Vote is Critical
Every vote counts, regardless of how many shares you own. With both ISS and Glass Lewis recommending stockholders vote “FOR” the proposed merger, the Jet.AI Board of Directors requests that all stockholders cast their votes promptly, whether or not you expect to attend the Special Meeting on June 11, 2026, to help ensure the successful completion of this transformative transaction.
Because this transaction requires an affirmative vote of a majority of the outstanding shares of Jet.AI common stock entitled to vote on the proposal, not voting has the same exact effect as voting “AGAINST” the deal.
Special Meeting Information
The Special Meeting of Stockholders to approve the proposed merger is scheduled to take place virtually on June 11, 2026. Stockholders as of the record date (May 8, 2026) are entitled to vote and are highly encouraged to submit their proxy votes ahead of time using one of the following quick methods:
- Vote Online: Go to the secure website listed on your proxy card or voting instruction form and enter your unique control number.
- Vote by Phone: Use the toll-free number provided to you in your original proxy mailing.
- Vote by Mail: Simply sign, date, and mail back your proxy card in the prepaid envelope.
How to Get Voting Assistance
If you have questions about the proposed merger or need assistance casting your vote, please contact our proxy solicitor:
Laurel Hill Advisory Group
Attn: John J. DePinto Jr.
Toll-Free Phone: 888.742.1305
Direct/International: 516.933.3100
Email: JTAI@laurelhill.com
About Jet.AI Inc.
Jet.AI Inc. (NASDAQ: JTAI) is a technology-driven company focused on deploying artificial intelligence tools and high-performance GPU infrastructure to enhance decision-making, efficiency, and performance across complex systems. The Company is listed on the NASDAQ Capital Market under the ticker symbol “JTAI.” To learn more, visit http://www.jet.ai.
Additional Information and Where to Find It
In connection with the transactions contemplated by the Amended and Restated Agreement and Plan of Merger and Reorganization, dated May 6, 2025, between Jet.AI, flyExclusive, FlyX Merger Sub, Inc., and Jet.AI SpinCo, Inc. (as amended, the “Merger Agreement”), flyExclusive has filed a Registration Statement on Form S-4 (File No. 333-284960) (as amended, the “Registration Statement”) to register the shares of flyExclusive common stock that will be issued in connection with the proposed transactions. The Registration Statement was declared effective on April 30, 2026 and includes a preliminary proxy statement of the Company and a preliminary prospectus of flyExclusive. Jet.AI and flyExclusive filed a definitive proxy statement and final prospectus, respectively (together, the “Proxy Statement/Prospectus”), with the SEC on May 4, 2026 and they each may file with the SEC other relevant documents concerning the proposed transactions. The definitive proxy statement and other relevant documents were mailed to Jet.AI stockholders as of May 8, 2026, the record date established for voting on the proposed transactions, in connection with Jet.AI’s solicitation of proxies for the special meeting. This communication is not a substitute for the Registration Statement, the Proxy Statement/Prospectus, or any other document that the parties have filed or will file with the SEC, or send to stockholders, in connection with the proposed transactions.
BEFORE MAKING ANY VOTING OR INVESTMENT DECISION, INVESTORS AND STOCKHOLDERS ARE URGED TO READ THE REGISTRATION STATEMENT AND PROXY STATEMENT/PROSPECTUS REGARDING THE PROPOSED TRANSACTIONS AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THOSE DOCUMENTS, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE COMPANY, FLYEXCLUSIVE, AND THE PROPOSED TRANSACTIONS AND RELATED MATTERS.
A copy of the Registration Statement, Proxy Statement/Prospectus, as well as other filings containing information about the Company, may be obtained, free of charge, at the SEC’s website at www.sec.gov when they are filed. You will also be able to obtain these documents, when they are filed, free of charge, from the Company by accessing the Company’s website at investors.jet.ai. Copies of the Registration Statement, the Proxy Statement/Prospectus and the filings with the SEC that will be incorporated by reference therein can also be obtained, without charge, by directing a request to the Company at 10845 Griffith Peak Drive, Suite 200, Las Vegas, NV 89135, Attention: Board Secretary, or by phone at (702) 747-4000. The information on the Company’s website is not, and shall not be deemed to be, a part of this communication or incorporated into other filings either company makes with the SEC.
Participants in the Solicitation of Proxies
Jet.AI, flyExclusive, and certain of their respective directors and officers may be deemed participants in the solicitation of proxies from Jet.AI’s stockholders in connection with the proposed transactions. Jet.AI’s stockholders and other interested persons may obtain, without charge, more detailed information regarding the names and interests in the proposed transactions of Jet.AI’s directors and officers in the parties’ filings with the SEC, including Jet.AI’s annual reports on Form 10-K and quarterly reports on Form 10-Q. Information regarding the persons who may, under SEC rules, be deemed participants in the solicitation of proxies to Jet.AI’s stockholders in connection with the proposed transactions and a description of their direct and indirect interests will be included in the definitive proxy statement/prospectus relating to the proposed transactions when it becomes available. Stockholders, potential investors and other interested persons should read the definitive proxy statement/prospectus carefully before making any voting or investment decisions. You may obtain free copies of these documents from the sources indicated above.
No Offer or Solicitation
This communication is for information purposes only and is not intended to and does not constitute, or form part of, an offer, invitation or the solicitation of an offer or invitation to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of any securities, or the solicitation of any vote or approval in any jurisdiction, pursuant to the proposed transactions or otherwise, nor shall there be any sale, issuance or transfer of securities in any jurisdiction in contravention of applicable law. The proposed transactions are expected to be implemented solely pursuant to the legally binding definitive agreement, and which contains the material terms and conditions of the proposed transactions. No offer of securities shall be made except by means of a prospectus meeting the requirements of the Securities Act of 1933, as amended, or an exemption therefrom.
Forward-Looking Statements
This press release contains certain statements that may be deemed to be “forward-looking statements” within the meaning of the federal securities laws, including the safe harbor provisions under the Private Securities Litigation Reform Act of 1995, with respect to the products and services offered by Jet.AI and the markets in which it operates, Jet.AI’s projected future results, and Jet.AI’s perception of market conditions, including the expected timing of the closing and the future business strategy of Jet.AI. Statements that are not historical are forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Forward-looking statements relate to future events or our future performance or future financial condition. These forward-looking statements are not historical facts, but rather are based on current expectations, estimates and projections about our Company, our industry, our beliefs and our assumptions. 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 these terms or other similar expressions, but the absence of these words does not mean that a statement is not forward-looking. Forward-looking statements are predictions, projections and other statements about future events that are based on current expectations and assumptions and, as a result, are subject to risks and uncertainties that could cause the actual results to differ materially from the expected results, including the failure to obtain stockholder approval, the failure to satisfy closing conditions, and broader market conditions. As a result, caution must be exercised in relying on forward-looking statements, which speak only as of the date they were made. Factors that could cause actual results to differ materially from those expressed or implied in forward-looking statements can be found in the Company’s most recent Annual Report on Form 10-K and subsequent reports filed with the Securities and Exchange Commission. These filings identify and address other important risks and uncertainties that could cause actual events and results to differ materially from those contained in the forward-looking statements. Readers are cautioned not to put undue reliance on forward-looking statements, and Jet.AI assumes no obligation and does not intend to update or revise these forward-looking statements, whether because of new information, future events, or otherwise, except as provided by law.
Investor Relations Contact:
Jet.AI Investor Relations
Gateway Group, Inc.
949-574-3860
Jet.AI@gateway-grp.com
