Volato Group, Inc. (NYSE American: SOAR), which is in the process of rebranding as SOAR AI, Inc. (“SOAR AI” or the “Company”), today announced that it has entered into a common stock purchase agreement with an institutional investor (the “Investor”) for an equity facility of up to $1 billion. The Company may sell shares to the Investor from time to time, at its sole discretion, and has no obligation to sell any shares or to use the facility at all.

The facility is sized to support the Company’s growth plan. That plan begins with its Ohio AI infrastructure campus, which has 154 MW of power available today and a roadmap to 480 MW, and extends to additional brownfield and similar industrial sites the Company is actively exploring in the United States and internationally. Proceeds from the facility are expected to support the development and expansion of the Ohio campus and the development of additional AI infrastructure locations.

Funding a Multi-Site Growth Plan

In September 2026, the Company entered into a master services agreement and two four-year, take-or-pay orders with a large AI customer representing $1.17 billion in aggregate contract value. The orders provide for approximately $133 million in contractual customer prepayments and call for dedicated, single-tenant AMD GPU clusters, with contractual start dates of December 31, 2026 and June 30, 2027.

The Company is in active discussions with additional prospective customers for its available and planned capacity. Meeting that potential demand at scale requires capital ahead of revenue for power, cooling, data center infrastructure and GPU compute.

The Company’s development model reuses existing industrial sites and electrical infrastructure where practical, rather than building from the ground up. The Ohio campus is the first of these sites. The Company is actively exploring additional brownfield and similar industrial locations in the United States and internationally, and intends to apply the same model of dedicated, customer-controlled AI infrastructure at each of them.

The facility gives the Company a committed, on-demand source of equity capital to support that pipeline without issuing warrants or pricing a large block of shares at a single point in time, subject to the terms and conditions of the agreement.

Structured for Flexibility and Disciplined Use

The facility is a maximum, not a commitment to issue shares. Key terms include:

  • Company control: The Company decides whether, when and how much to sell. There is no minimum draw, and the Company may terminate the agreement without penalty on one trading day’s notice, provided no put notice is pending.

  • Volume limits: Each sale is limited to 10% of average daily trading volume, with combined daily sales capped at $6 million. Subsequent day sales are spaced at least two trading days apart and are not permitted when the prior day’s volume-weighted average price was the lowest of the preceding ten trading days.

  • No short selling: The Investor has agreed not to sell short or hedge the Company’s common stock for the term of the agreement.

  • Ownership and issuance caps: The Investor may not own more than 4.99% of the outstanding common stock at any time. Without stockholder approval, total issuances under the facility are limited to 19.99% of the shares outstanding on the signing date, as required by NYSE American rules.

  • Registration first: No sales may begin until a resale registration statement covering the shares is filed with and declared effective by the U.S. Securities and Exchange Commission.

Full terms of the facility were included as exhibits to a Current Report on Form 8-K filed with the U.S. Securities and Exchange Commission on October 9, 2026.

Management Commentary

“We have approximately $1.2 billion of contracted customer orders, an Ohio campus with 154 MW of power available today and a roadmap to 480 MW, and additional sites under active exploration,” said Chris Ensey, Chief Executive Officer of SOAR AI. “The opportunity in front of us is measured in hundreds of megawatts across multiple sites. This facility is sized to support that opportunity, and it gives us the flexibility to fund growth on our timeline as we bring contracted capacity online.”

“The terms were structured to minimize market impact in the event we draw on the facility,” said Mark Heinen, Chief Financial Officer of SOAR AI. “We control the timing and size of every draw, sales are capped by trading volume, and the investor cannot short our stock. We intend to use the facility as our growth requires, alongside customer prepayments, project-level financing and other sources of capital.”

About SOAR AI

Volato Group, Inc. (NYSE American: SOAR), which is in the process of rebranding as SOAR AI, Inc., is an AI infrastructure and software company focused on the development and operation of AI infrastructure and AI-powered software solutions. The Company is constructing an AI infrastructure campus in Ohio that combines data center infrastructure, high-density GPU compute, high-performance networking and related technology to support AI, machine learning and high-performance computing workloads. The Company also develops AI-powered operational systems for aviation businesses through its Aviation AI platform and operates Vaunt, a technology-enabled private aviation membership platform. The name SOAR, Sovereign AI Resources, reflects the Company’s strategy of developing AI infrastructure that gives customers greater control over their data, models and computing environments. The Company’s corporate name change to SOAR AI, Inc. is expected to take effect on October 19, 2026, subject to applicable regulatory and stock exchange requirements.

For more information, visit SOARAI.com.

Forward-Looking Statements

This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including statements regarding the Company’s intended use of the equity facility and its proceeds, the amount and timing of any sales under the facility, the Company’s growth plans, the development of its Ohio campus and additional AI infrastructure locations, customer orders, prepayments and discussions with prospective customers, financing plans, the timing and completion of the anticipated name change, and the Company’s ability to execute its growth strategy.

Forward-looking statements can often be identified by words such as “expects,” “anticipates,” “intends,” “plans,” “believes,” “seeks,” “estimates,” “projects,” “targets,” “would,” “will,” “should,” “could,” “may,” “potential,” “opportunity” and 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 based on current expectations, assumptions, estimates and projections and are not guarantees of future performance or events. Actual results may differ materially from those expressed or implied by these forward-looking statements as a result of various risks and uncertainties, including risks related to the Company’s ability to satisfy the conditions to selling shares under the facility, including the effectiveness of a resale registration statement associated with the facility; the market price and trading volume of the common stock, which may limit the amount the Company can raise; the 19.99% issuance limitation and the need for stockholder approval to exceed it; dilution to existing stockholders from sales under the facility; the effect of sales on the market price of the common stock; integrating Alignment Engine’s business; obtaining customer prepayments and project-level financing on acceptable terms; equipment procurement; power availability; site selection, permitting and development of additional locations; customer concentration and the ability to convert discussions into contracts; delivery, acceptance and service-level requirements; continued listing on NYSE American; volatility in the Company’s common stock; the risk that third-party market size and growth projections prove inaccurate or that the Company does not benefit from any growth in the market; obtaining required NYSE American approvals; and other factors described in the Company’s filings with the U.S. Securities and Exchange Commission, including its most recent Annual Report on Form 10-K and subsequent Quarterly Reports on Form 10-Q and Current Reports on Form 8-K.

Readers should not place undue reliance on forward-looking statements, which speak only as of the date made. The Company undertakes no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.

This press release does not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

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