flyExclusive (NYSE: FLYX) moves ex-COO into new role, keeps pay terms

Rhea-AI Filing Summary

FLYEXCLUSIVE INC. (FLYX) announced a leadership realignment in its operating team. Effective August 24, 2026, the company appointed Michael Guina as Chief Operating Officer, while former COO Matthew Lesmeister will remain with the company as President of Maintenance. Their existing employment agreements dated September 26, 2024 remain in effect and the company states that no additional compensation is being provided in connection with these role changes.

The filing describes Mr. Lesmeister’s prior roles at the company, including Chief Financial Officer and Chief Operating Officer, and his earlier experience at Fox Factory Holding Corp. It also outlines Mr. Guina’s long tenure at flyExclusive and prior senior roles at Delta Private Jets and Air Partner PLC. The company notes there are no family relationships or related party transactions involving either executive and other directors or executive officers.

8-K Event Classification

2 items: 5.02, 9.01

2 items

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance

Key personnel changes including departures, elections, or appointments of directors and executive officers.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, or exhibit attachments filed with this report.

Key Figures

Warrant exercise price: $11.50 per share Age of Matthew Lesmeister: 38 Age of Michael Guina: 67 +1 more

4 metrics

Warrant exercise price $11.50 per share Each whole redeemable warrant exercisable for one share of Class A Common Stock

Age of Matthew Lesmeister 38 Age of executive appointed President of Maintenance

Age of Michael Guina 67 Age of executive appointed Chief Operating Officer

Exhibit 104 104 Cover Page Interactive Data File (Inline XBRL)

Key Terms

Emerging growth company, Redeemable warrants, related party transactions, Inline XBRL

4 terms

Emerging growth company regulatory

"Emerging growth company x o Item 5.02 Departure of Directors"

An emerging growth company is a recently public or smaller public firm that qualifies for temporary, lighter regulatory and disclosure rules to reduce the cost and effort of being public. For investors, it means the company may provide less historical financial detail and face fewer reporting requirements than larger firms, so it can grow more quickly but also carries higher uncertainty—like buying a promising early-stage product with fewer user reviews.

Redeemable warrants financial

"Redeemable warrants, each whole warrant exercisable for one share"

A redeemable warrant is a tradable right that lets its holder buy a company’s shares at a fixed price before a set date, but the issuer has the contract power to cancel (redeem) the warrant early under agreed terms. For investors this matters because early redemption can force decision-making, change the timing of when new shares might be created, and affect potential gains or dilution—much like a store coupon that the issuer can cancel by paying you off instead of letting you use it.

related party transactions financial

"There are no related party transactions between either of Mr. Lesmeister"

Transactions between a company and people or entities that have close ties to it—such as executives, board members, major shareholders, family members, or related companies—where the parties are not independent. These deals matter to investors because they can create conflicts of interest or hide favorable terms that distort a company’s true profits and risks; think of it like a business buying or selling to a family member instead of using the open market, which can lead to biased prices or undisclosed obligations.

Inline XBRL technical

"Cover Page Interactive Data File (embedded within the Inline XBRL document)"

Inline XBRL is a file format for financial filings that embeds machine-readable data tags directly inside the human-readable report, so the same document can be read by people and parsed by software. For investors it makes extracting, comparing and verifying financial numbers faster and more reliable—like a grocery list where each item also has a barcode—reducing manual errors and speeding up analysis.

FAQ

What executive leadership change did FLYX announce on August 19, 2026?

flyExclusive Inc. appointed Michael Guina as Chief Operating Officer, effective August 24, 2026, and reassigned former COO Matthew Lesmeister to the role of President of Maintenance, with both executives’ existing employment agreements remaining in effect.

Does flyExclusive (FLYX) provide additional compensation for the COO transition?

No. The company states that no additional compensation is being provided to either Michael Guina or Matthew Lesmeister as a result of the transition; their employment agreements dated September 26, 2024 remain in effect pursuant to their terms.

What is the new role of former COO Matthew Lesmeister at FLYX?

Effective August 24, 2026, Matthew Lesmeister will serve as President of Maintenance at flyExclusive Inc. He previously held roles including Executive Vice President and Chief of Staff, Chief Financial Officer, and Chief Operating Officer.

What prior experience does new COO Michael Guina bring to FLYX?

Michael Guina joined flyExclusive in April 2015, serving as Chief Operating Officer and later Chief Commercial Officer. Before that, he spent 11 years as Executive Vice President of Delta Private Jets and 10 years at Air Partner PLC, ultimately as President of US Operations.

Are there any related party transactions involving the new and former COO at FLYX?

The company states there are no related party transactions between either of Mr. Lesmeister or Mr. Guina and flyExclusive Inc., and that there are no family relationships between them and any of the company’s directors or executive officers.

What securities of FLYX are listed on an exchange and under which symbols?

flyExclusive Inc. lists its Class A Common Stock under the symbol FLYX and its redeemable warrants under the symbol FLYX WS on the NYSE American LLC, with each whole warrant exercisable for one share at an exercise price of $11.50.

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Understanding 8-K Material Events →

Available on EDGAR 08/25/2026 - 04:03 PM Accepted by SEC EDGAR 08/25/2026 - 04:03 PM Learn about SEC filing dates

false00018439730001843973us-gaap:CommonClassAMember2026-08-192026-08-1900018439732026-08-192026-08-190001843973us-gaap:WarrantMember2026-08-192026-08-19

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

____________________

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported) August 19, 2026

flyExclusive, Inc.

(Exact name of registrant as specified in its charter)

Delaware	001-40444	86-1740840
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

2860 Jetport Road, Kinston, NC	28504
(Address of principal executive offices)	(Zip Code)

252-208-7715

Registrant’s telephone number, including area code

Not Applicable

(Former name or former address, if changed since last report.)

____________________

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Class A Common Stock		FLYX		NYSE American LLC
Redeemable warrants, each whole warrant exercisable for one share of Class A Common Stock at an exercise price of $11.50 per share		FLYX WS		NYSE American LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company x

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On August 19, 2026, flyExclusive, Inc. (the “Company”), appointed Michael Guina as Chief Operating Officer, effective August 24, 2026. As part of this transition, Matthew Lesmeister, who previously served as Chief Operating Officer until August 24, 2026, will remain with the Company and serve as the President of Maintenance. The employment agreements with Messrs. Guina and Lesmeister, dated September 26, 2024, remain in effect pursuant to their terms and no additional compensation is being provided as a result of the transition.

Mr. Lesmeister, age 38, joined the Company in May 2024 as Executive Vice President and Chief of Staff and was appointed as Chief Financial Officer in June 2024. In September 2024, Mr. Lesmeister was appointed as Chief Operating Officer. Prior to joining the Company, Mr. Lesmeister served in various positions since February 2016 at Fox Factory Holding Corp., a publicly traded global leader in the design and manufacturing of premium products for sport and off-road vehicles, most recently as Vice President, Transformation and Strategy.

Mr. Guina, age 67, joined the Company in April 2015 initially as Chief Operating Officer before transitioning into the role of Chief Commercial Officer in September 2024. Prior to joining the Company, Mr. Guina spent 11 years as Executive Vice President of Delta Private Jets where his responsibilities included oversight of all aspects of operations, sales, product development and revenue management. Prior to his time with Delta Private Jets, Mr. Guina spent ten years with Air Partner PLC where he ultimately served as President of US Operations.

There are no family relationships between either of Mr. Lesmeister or Mr. Guina and any of the Company’s directors or executive officers. There are no related party transactions between either of Mr. Lesmeister or Mr. Guina and the Company.

2

Item 9.01. Financial Statement and Exhibits.

(d) Exhibits.

Exhibit No.	Document
104	Cover Page Interactive Data File (embedded within the Inline XBRL document).

3

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: August 25, 2026

FLYEXCLUSIVE, INC.
By:	/s/ Thomas James Segrave, Jr.
Name:	Thomas James Segrave, Jr.
Title:	Chief Executive Officer and Chairman

4

Filing Exhibits & Attachments

1 document

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