Flyexclusive Inc SEC Filings

flyExclusive, Inc. outlines its strategy as a vertically integrated private aviation company focused on owning and operating a largely uniform fleet of Cessna Citation, HondaJet, and Challenger aircraft. Since 2015, it has expanded to 82 owned and leased jets and built a hub in Kinston, North Carolina.

The company emphasizes recurring program revenue through its Jet Club tiers, fractional ownership, partner aircraft structures, and growing in-house Maintenance, Repair, and Overhaul operations that also serve third parties. It highlights a Volato management and asset option arrangement and a proposed merger with Jet.AI as potential growth levers, while warning of significant risks including execution of these deals, pilot and labor constraints, high indebtedness, fuel costs, regulatory complexity, cybersecurity, material weaknesses in internal controls, and dependence on its multi-class, controlled-company structure.

As context, non-affiliate equity market value was approximately $12.2 million based on a $1.95 share price as of June 30, 2025, and the company had 44,422,030 Class A and 49,930,000 Class B shares outstanding as of February 28, 2026.

FlyExclusive Inc. Chief Executive Officer Thomas James Segrave Jr. reported the conversion of 10,000,000 Common Units and corresponding Class B Common Stock into 10,000,000 shares of Class A Common Stock on February 18, 2026. Following the conversion, his direct holdings show 10,000,000 Class A shares and 47,530,000 Class B shares, with 47,530,000 Common Units reflected on the derivative side.

According to the disclosure, no shares were sold, no cash was received, and his overall economic and voting stake in FlyExclusive remains the same; only the share class designation changed for structural and administrative planning. Additional securities, including 600,000 Common Units and 600,000 shares of Class B Common Stock, are held in custodial UTMA accounts for his child, for which he disclaims beneficial ownership except for any pecuniary interest.

flyExclusive, Inc. updated the terms of its senior secured note used to finance aircraft for its fractional ownership program. The note originally covered an initial aggregate principal of approximately $25.8 million.

The amendment extends the maturity date to January 26, 2028 and sets a tiered interest rate: 15.00% annually when the outstanding principal is at or above $12.5 million, and 13.00% annually when it is below that level. It removes the revolving advance feature, adds $26,542 of reimbursable expenses to the loan principal, and requires $2,400,000 of principal to be repaid in consecutive quarterly installments each March, June, September, and December starting June 30, 2026. The amendment also introduces a non‑refundable $386,697.94 back-end fee, payable when the debt is fully repaid or becomes due in full.

flyExclusive, Inc. reported another change to its planned business combination with Jet.AI Inc. and Jet.AI SpinCo. On February 11, 2026, the parties signed Amendment No. 4 to their amended and restated merger agreement.

This amendment removes a closing condition that would have required Jet.AI to sign a new securities purchase agreement giving an investor a warrant to buy up to $50 million of a new series of Jet.AI preferred stock. Jet.AI instead confirmed it has sufficient positive net working capital to meet the minimum cash closing requirement. Amendment No. 4 also allows Jet.AI to explore and negotiate additional transactions, so long as they are conditioned on, and completed after, the closing of the merger-related Transactions. The companies continue to move forward with SEC review of a Form S-4 registration statement and proxy statement/prospectus for Jet.AI stockholder approval.

flyExclusive, Inc. is registering up to $6,917,931 of Class A Common Stock in an at-the-market offering. The company may sell shares from time to time through Lucid Capital Markets on NYSE American, paying the agent a 2.5% commission.

Based on an assumed price of $3.10, this would equal about 2,231,591 new shares, increasing shares outstanding from 33,440,377 to an estimated 35,671,968 and diluting existing holders. Net proceeds are earmarked for general corporate purposes and working capital.

The filing also provides preliminary 2025 financial ranges, with net loss estimated between $73.0 million and $70.0 million and Adjusted EBITDA between $(8.5) million and $(5.0) million, highlighting ongoing investment and operating pressures alongside growth initiatives in its vertically integrated private aviation platform.

flyExclusive, Inc. entered into an at-the-market equity offering agreement with Lucid Capital Markets, LLC, allowing the company to sell up to $6,917,931 of Class A common stock from time to time under its existing shelf registration and prospectus supplement.

Lucid will act as sales agent or principal and earn a 2.5% commission on gross sales, plus up to $65,000 of specified expenses and $5,000 per quarter while the agreement is in effect. The company is not required to sell any shares and either party may terminate the arrangement. flyExclusive and Lucid also amended a prior underwriting agreement to terminate the underwriters’ 45-day over-allotment option to purchase up to 222,833 additional shares.

flyExclusive, Inc. reported preliminary unaudited results showing record fourth quarter and full-year 2025 revenue and a sharp improvement in profitability. Fourth quarter 2025 revenue is expected between $103.0 million and $106.0 million, about 13% above the $91.4 million reported in the same period of 2024.

Full year 2025 revenue is expected between $374.0 million and $378.0 million, about 15% above 2024 despite operating with roughly 14% fewer aircraft, highlighting higher utilization and better fleet efficiency. Net loss is projected to narrow to between $(13.0) million and $(10.0) million for the fourth quarter and between $(73.0) million and $(70.0) million for the full year, an improvement of about 30% versus the $(101.5) million loss in 2024.

Fourth quarter 2025 Adjusted EBITDA is expected to turn positive, in a range of $5.5 million to $8.0 million, compared with $(7.8) million in the prior-year quarter, marking the company’s first positive Adjusted EBITDA quarter. The company also expects full-year 2025 Adjusted EBITDA between $(8.5) million and $(5.0) million, roughly $50 million better than 2024, while reducing long-term notes payable by more than $80 million and maintaining year-end cash roughly in line with 2024.

FlyExclusive Inc. insiders reported an automatic conversion of Series B Convertible Preferred Stock into Class A Common Stock. On December 31, 2025, principal plus accrued but unpaid interest and dividends converted at a rate of $3.443441 per share.

As a result of this conversion, EnTrust Emerald (Cayman) LP received 7,200,999 common shares and EG Sponsor LLC received 3,193,089 common shares, credited to their accounts on January 7, 2025. The preferred stock positions reported in the filing dropped to zero following the transaction.

The common shares are held indirectly through EnTrust and EG Sponsor. Various EnTrust Global-affiliated entities, along with Gregg Hymowitz, may be deemed to share beneficial ownership, but each party disclaims beneficial ownership beyond any pecuniary interest.

flyExclusive, Inc. received an updated Schedule 13D/A from Gregg S. Hymowitz and affiliated EnTrust entities reflecting very high beneficial ownership of its Class A Common Stock. Hymowitz is reported to beneficially own 35,516,090 shares, representing 83.9% of the outstanding Class A shares.

The filing explains that EnTrust Emerald (Cayman) LP and EG Sponsor LLC converted their Series B Convertible Preferred Stock into Class A Common Stock. On December 31, 2025, principal plus accrued interest and dividends automatically converted at $3.443441 per share, resulting in 7,200,999 and 3,193,089 Class A shares issued on January 7, 2026.