Volato Group Signs $1 Billion Equity Line with DFU, LLC

Volato Group, Inc. (NYSE American: SOAR) entered into a Common Stock Purchase Agreement and a Registration Rights Agreement with DFU, LLC on October 8, 2026. The agreements establish an equity line of credit allowing the Company to sell up to $1,000,000,000 of newly issued Class A common stock (ELOC Shares) to the Investor over a 36-month period. The Company retains discretion regarding the timing and amount of sales, though it is restricted from issuing more than 19.99% of its outstanding common stock without prior stockholder approval.

Under the terms of the agreement, the Investor is obligated to purchase shares designated by the Company via up to two written notices per trading day, with a daily aggregate limit of $6,000,000. The purchase price for shares designated in the first notice is the lesser of the lowest traded price or the average of the three lowest closing prices over the preceding 10 days, subject to a floor price of $0.21. The price for the second notice is set at 95% of the lowest traded price, dollar volume-weighted average price, or closing bid price over the preceding five days, also subject to the $0.21 floor.

In consideration for the agreement, Volato agreed to issue the Investor 3,646,974 shares of common stock and 13,058 shares of Series B convertible preferred stock. The Series B Preferred Stock is convertible into an aggregate of 56,528,082 shares of common stock, subject to adjustment, but conversion is contingent upon stockholder approval and an amendment to the Company’s Certificate of Incorporation. The Series B Preferred Stock ranks senior to common stock and junior to Series A and Series A-1 preferred stock. The Company is not obligated to issue the Commitment Securities (the common stock and Series B preferred stock) until the NYSE American LLC approves the listing application for the ELOC Shares and Commitment Securities.

Volato must file an initial registration statement with the SEC by November 22, 2026, to cover the resale of the Investor’s securities. The Company is permitted to terminate the agreement upon one trading day’s notice if no Put Notices are pending. The transaction is being conducted pursuant to an exemption from registration under Section 4(a)(2) of the Securities Act and Rule 506 of Regulation D.