Flyexclusive Inc SEC Filings

flyExclusive, Inc. reported that it has amended its merger agreement related to the planned combination with Jet.AI SpinCo. On January 13, 2026, the parties signed Amendment No. 3 to the Amended and Restated Agreement and Plan of Merger and Reorganization, extending the Outside Date for completing the transactions from December 31, 2025 to April 30, 2026. The structure of the deal remains a spin-off of Jet.AI’s SpinCo to Jet.AI stockholders followed by a merger of FlyX Merger Sub into SpinCo, which would make SpinCo a wholly owned subsidiary of flyExclusive. The amendment is filed as Exhibit 10.1, and the companies highlight that completion of the transactions still depends on conditions such as Jet.AI stockholder approval and other customary closing requirements.

Third Point LLC and Daniel S. Loeb updated their ownership in flyExclusive, Inc. (FLYX). As of the close of business on January 9, 2026, they may be deemed to beneficially own 1,389,499 shares of Class A common stock, including 367,499 shares issuable upon exercise of warrants. This represents about 4.4% of flyExclusive’s Class A shares, based on 31,184,738 shares outstanding as of December 31, 2025 plus the warrant shares referenced.

The amendment notes that as of December 31, 2025, the reporting persons ceased to be beneficial owners of more than five percent of the outstanding Class A shares, so they are no longer subject to the main 13d-1(a) reporting requirement. They also state that they have not carried out any transactions in flyExclusive Class A shares during the 60 days up to January 13, 2026.

flyExclusive, Inc. entered into an underwriting agreement on January 9, 2026 to sell 2,255,639 shares of its Class A common stock at a public offering price of $6.65 per share. The company granted the underwriter a 45-day option to buy up to an additional 222,833 shares at the same terms.

The offering is expected to close on January 12, 2026, and flyExclusive expects to receive approximately $13.8 million in net proceeds from the base offering after underwriting discounts, commissions, and estimated expenses. Directors and certain officers agreed to 90-day lock-up arrangements, and the sale is being made under an effective Form S-3 registration statement and related prospectus supplement.

flyExclusive, Inc. is conducting a primary offering of 2,255,639 shares of its Class A Common Stock at $6.65 per share. This underwritten deal is expected to generate gross proceeds of about $15.0M and net proceeds of approximately $13.8M after underwriting discounts and estimated expenses.

The company has granted the underwriter a 45‑day option to buy up to an additional 222,833 shares to cover over‑allotments. flyExclusive plans to use the cash raised for general corporate purposes and working capital, giving it more flexibility to fund operations and growth initiatives. The filing explains that new investors will experience dilution because the offer price is above the current negative net tangible book value per share.

flyExclusive, Inc. is launching a primary offering of Class A common stock and, for certain investors, pre-funded warrants, under its existing shelf registration. Investors can purchase either shares or pre-funded warrants that are exercisable into shares of Class A common stock, and this prospectus supplement also covers the shares issuable upon exercise of those warrants.

The company’s Class A common stock trades on NYSE American under the symbol FLYX. Net proceeds from the transaction are expected to be used for general corporate purposes and working capital. The pre-funded warrants are exercisable at any time, have no expiration date, and include ownership limits that generally cap a holder’s beneficial ownership at 4.99%, with an option to increase up to 9.99% on notice. The company highlights its vertically integrated private aviation model, growing fleet and maintenance operations, and notes risks around stock price volatility, potential dilution from future equity issuances, and the lack of a trading market for the pre-funded warrants.

flyExclusive, Inc. reported results of its 2025 annual stockholder meeting held on December 30, 2025. Stockholders approved an amendment to the 2023 Equity Incentive Plan, increasing the number of shares reserved for awards from 6,000,000 to 15,000,000. They also approved an amendment to the Employee Stock Purchase Plan, raising its share reserve from 1,500,000 to 2,500,000.

Seven director nominees were elected to the Board, including Gary Fegel, Michael S. Fox, Frank B. Holding, Jr., Gregg S. Hymowitz, Peter B. Hopper, Thomas James Segrave, Jr., and Thomas James Segrave, Sr. Stockholders further ratified the appointment of Elliott Davis PLLC as independent registered public accounting firm for the fiscal year ending December 31, 2025.

flyExclusive, Inc. has registered 530,381 shares of Class A common stock for resale by existing stockholders, covering shares issued in three October 2025 private placements at prices between $3.61 and $4.94 per share. The company will not receive any proceeds from these sales; all sale proceeds will go to the selling stockholders, while flyExclusive will cover registration expenses.

The prospectus highlights that a large volume of additional shares is already registered for resale, which together with this offering represents about 91% of fully diluted Class A shares as of November 30, 2025, and could pressure the stock price if sold. It also notes a proposed merger involving Jet.AI, under which flyExclusive could issue additional Class A shares, and reiterates that the company does not expect to pay cash dividends in the foreseeable future.

flyExclusive, Inc. is registering 4,113,500 shares of Class A Common Stock for potential issuance and resale under a new prospectus. The shares include stock issuable upon conversion of Series B Convertible Preferred Stock, stock issuable from March 2025 warrants, and 2,000,000 shares issued in a March 2025 private placement. The company will only receive cash proceeds, up to $12,681, if the March 2025 warrants are exercised for cash. A separate proposed merger with Jet.AI could add an expected 4,408,946 new shares based on illustrative assumptions, further diluting existing holders. The company highlights that it does not expect to pay dividends and that substantial registered resales represent about 90% of fully diluted Class A Common Stock as of November 30, 2025, which could pressure the share price as stockholders sell.