Volato Group, Inc.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. Executive Services Agreement with Christopher M. Ensey On September 16, 2026, Volato Group, Inc. (the “Company”) entered into an Executive Services Agreement (the “Services Agreement”) with Christopher M. Ensey, the Company’s Chief Executive Officer and a member of the Company’s Board of Directors (the “Board”). The Services Agreement is effective as of September 11, 2026, the date on which Mr. Ensey began providing services to the Company in connection with the closing of the Company’s previously reported merger with Alignment Engine Inc. (“Aligned”) pursuant to the Agreement and Plan of Merger, dated as of August 25, 2026, by and among the Company, Volato Alignment Merger Sub, LLC and Aligned. Prior to the merger, Mr. Ensey served as Chief Executive Officer of Aligned. Under the Services Agreement, Mr. Ensey will serve as the Company’s Chief Executive Officer in his individual capacity as an independent contractor, reporting directly to the Board, and will perform his services principally from Puerto Rico. Because Mr. Ensey is engaged as an independent contractor, he is not eligible to participate in the Company’s employee benefit plans, except to the extent participation is expressly required by applicable law, and is responsible for his own income and self-employment taxes on amounts paid under the Services Agreement. The Services Agreement provides for an annual services fee of $400,000, payable in equal monthly installments and subject to review by the Board at least annually. The Services Agreement also provides that, subject to approval by the Board, stockholder approval of a new equity incentive plan to be submitted to the Company’s stockholders at the next annual meeting, and Mr. Ensey’s execution of a restricted stock award agreement, Mr. Ensey will be granted a restricted stock award covering a number of shares of the Company’s common stock equal to five percent (5%) of the Company’s fully diluted capitalization as of the date of the Services Agreement (the “Restricted Shares”). The Restricted Shares will vest in five tranches, each equal to one percent (1%) of such fully diluted capitalization, upon the Company’s achievement of certain milestones as set forth below: Tranche Market Contracted Vesting Capitalization Capacity2 (% of Fully (60-trading-day Diluted average)1 Capitalization) T1 $2.5 ~63 1% billion MW T2 $4.2 ~105 1% billion MW T3 $7.0 ~175 1% billion MW T4 $11.0 ~275 1% billion MW T5 $17.0 ~400 1% billion MW ───────────────────────────────────────────────────────────────────── Total 5% (1) Based upon a 60-trading-day average and net of any capital raised by the Company. (2) Signed, non-cancelable customer contracts or delivered capacity. Unvested Restricted Shares will be forfeited upon termination of Mr. Ensey’s service relationship with the Company for any reason, except that, if the Company terminates Mr. Ensey’s services without Cause or Mr. Ensey terminates his services for Good Reason (each as defined in the Services Agreement), and the applicable contracted capacity milestone has been achieved, the unvested Restricted Shares will vest proportionately based on the ratio of the Company’s actual market capitalization at the time of termination to the next market capitalization tranche level. A Change in Control (as defined in the Services Agreement) will not accelerate vesting of the Restricted Shares, except that, if the applicable contracted capacity milestone has been achieved, the unvested Restricted Shares will vest proportionately based on the ratio of the aggregate consideration received in the Change in Control to the next market capitalization tranche level. If the Company terminates Mr. Ensey’s services without Cause or Mr. Ensey terminates his services for Good Reason, Mr. Ensey will be entitled to a termination payment equal to twenty-four (24) months of his annual services fee, payable in installments on the Company’s regular payment schedule, subject to his return of Company property and execution and non-revocation of a separation and release agreement. The Services Agreement also provides for (i) directors’ and officers’ liability insurance coverage and the Company’s standard indemnification agreement for officers and directors, (ii) the Board’s nomination of Mr. Ensey for re-election to the Board at each annual meeting while he serves as Chief Executive Officer, without additional compensation for Board service, and his resignation from the Board upon termination of his services, (iii) a requirement that Mr. Ensey sell vested Company shares only in accordance with Company policies and pursuant to a Rule 10b5-1 trading plan, and (iv) customary provisions regarding Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), a “best net” cutback under Section 280G of the Code, and clawback of compensation as required by law or stock exchange listing requirements. Mr. Ensey also executed a proprietary information, inventions assignment, confidentiality and restrictive covenant agreement with the Company, which is attached as an exhibit to the Services Agreement. The foregoing summary of the Services Agreement does not purport to be complete and is qualified in its entirety by reference to the Services Agreement, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.