Volato Group, Inc. filed a Form 8-K on September 21, 2026, disclosing an Executive Services Agreement with Christopher M. Ensey, effective September 11, 2026, appointing him Chief Executive Officer under an independent contractor arrangement following the company's merger with Alignment Engine Inc.

Key Highlights

  • Independent contractor structure: Ensey serves as CEO in his individual capacity as an independent contractor, not an employee, and is responsible for his own income and self-employment taxes.
  • Annual fee of $400,000: The Services Agreement provides for an annual services fee of $400,000, payable in equal monthly installments and subject to at least annual Board review.
  • Equity award up to 5% of fully diluted capitalization: Subject to Board and stockholder approval, Ensey is eligible for a restricted stock award equal to 5% of the company's fully diluted capitalization as of the agreement date, vesting in five 1% tranches upon milestone achievement.
  • Market cap milestones range from $2.5 billion to $17.0 billion: Each vesting tranche is tied to both a 60-trading-day average market capitalization target and a contracted capacity target, ranging from approximately 63 MW to approximately 400 MW.
  • Termination payment of 24 months: If the company terminates Ensey without Cause or he resigns for Good Reason, he is entitled to a termination payment equal to 24 months of his annual services fee.
  • Merger connection: Ensey previously served as CEO of Alignment Engine Inc. and began providing services to Volato on September 11, 2026, in connection with the closing of the merger under an Agreement and Plan of Merger dated August 25, 2026.

Volato Group's CEO Agreement: Fee, Equity Milestones, and Contractor Terms

According to the filing, Volato Group, Inc. (NYSE American:SOAR) entered into the Executive Services Agreement with Ensey on September 16, 2026, with an effective date of September 11, 2026. The filing notes that Ensey joined Volato in connection with the closing of the company's merger with Alignment Engine Inc., where he had previously served as CEO. The merger was conducted under an Agreement and Plan of Merger dated August 25, 2026, among the company, Volato Alignment Merger Sub, LLC, and Aligned.

The filing discloses that because Ensey is engaged as an independent contractor, he is not eligible to participate in the company's employee benefit plans, except where required by applicable law. He will perform his services principally from Puerto Rico and report directly to the Board of Directors. The Services Agreement also requires that Ensey sell vested company shares only in accordance with company policies and pursuant to a Rule 10b5-1 trading plan, according to the filing.

The restricted stock award, if approved, would vest in five equal tranches of 1% each, with each tranche contingent on the company meeting both a 60-trading-day average market capitalization threshold (net of capital raised) and a signed, non-cancelable contracted capacity milestone. The filing states that a Change in Control will not automatically accelerate vesting, but proportionate vesting may apply if the contracted capacity milestone has been met. Unvested shares would be forfeited upon termination in most circumstances, the filing notes. The filing also discloses that the Board agreed to nominate Ensey for re-election at each annual meeting while he serves as CEO, without additional compensation for Board service.

What Was Disclosed

Volato Group disclosed the terms of an Executive Services Agreement with its newly appointed CEO, Christopher M. Ensey, including a $400,000 annual fee, an independent contractor classification, a performance-based restricted stock award of up to 5% of fully diluted capitalization, and a 24-month termination payment provision.