Flyexclusive Inc SEC Filings

Matthew Lesmeister, Chief Operating Officer of FlyExclusive, Inc. (FLYX), reported two stock option grants on a Form 4 filed for transactions dated 09/26/2025 and 09/26/2024. The 2025 grant is a $5 exercise-price option for 800,000 shares that vests in three equal annual installments beginning on the first anniversary of the grant. The 2024 grant is a $2.78 exercise-price option covering 1,600,000 shares and also vests in three equal annual installments beginning on its first anniversary. Both option holdings are reported as direct ownership following the transactions, and the Form 4 was signed on 09/30/2025.

FlyExclusive Inc. reported insider option grants to its Chief Financial Officer, Bradley G. Garner. On 09/26/2025 Mr. Garner received a stock option to buy 800,000 shares at a $5.00 strike that vests in three equal annual installments and expires 09/25/2035. The filing also discloses an earlier grant dated 09/26/2024: a stock option to buy 1,600,000 shares at a $2.78 strike, vesting in three equal annual installments and expiring 09/25/2034. Both option positions are reported as directly owned by Mr. Garner, representing 2,400,000 underlying common shares in total. The filing is a standard Section 16 Form 4 reporting these compensatory equity awards and their vesting schedules.

Gregg S. Hymowitz and EG Sponsor LLC reported a derivative securities purchase on 09/04/2025. The filing shows acquisition of 7,856 warrants with a stated warrant price of $11.50 and an expiration date of December 27, 2028. Each warrant relates to one share of Class A common stock; the table lists 7,856 underlying shares and a price of $0.21. Following the reported transaction, the reporting persons are shown as beneficially owning 4,902,190 shares on an indirect basis. Footnotes describe the ownership chain through EG Sponsor, EnTrust Global entities and affiliates and clarify shared beneficial ownership through managing-member relationships.

FLYX (S-4/A) describes a proposed transaction whereby Jet.AI will distribute SpinCo to its stockholders and then merge SpinCo into flyExclusive, making SpinCo a wholly owned subsidiary of flyExclusive. Jet.AI stockholders are expected to receive publicly traded flyExclusive Class A common stock (Jet.AI stockholders would receive approximately 5% on a fully diluted basis as stated). The Merger requires SpinCo to have at least $12.0 million of Net Cash at closing and includes a $650,000 termination fee plus reimbursement of certain parent expenses if Jet.AI accepts a superior proposal. Two Jet.AI executives would receive $1,500,000 each upon a change of control, and certain PSU awards and Plan Amendment approvals are conditioned on stockholder consent. The filing lists numerous operational, regulatory, financing, integration and market risks and discloses a significant voting concentration: flyExclusive CEO beneficially owns ~64.3% of Class A voting power.

Form 4 filed for flyExclusive, Inc. (FLYX) reports insider transactions by Gregg Hymowitz and EG Sponsor LLC. On 08/27/2025 the reporting parties acquired 15,065 warrants (each exercisable for one Class A common share) with a stated conversion/exercise price of $11.50. The warrants are exercisable beginning 08/27/2025 and expire on December 27, 2028. The filing shows a reported price of $0.18 and indicates 4,894,334 Class A shares are beneficially owned following the transaction on an indirect basis. Footnotes state the warrants are held by EG Sponsor, with shared beneficial ownership through a chain of EnTrust entities and that an affiliate of GMF Capital holds an approximately 50% membership interest in EG Sponsor. The form is signed by Gregg S. Hymowitz on 08/29/2025.