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flyExclusive extends Volato pact, merger option ends

(High)
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

FLYEXCLUSIVE INC. (FLYX) has amended its existing Aircraft Management Services Agreement with Volato Group, Inc. through a Sixth Amendment effective August 31, 2026. The agreement, under which flyExclusive serves as the exclusive provider of aircraft management services for Volato’s fleet and manages flight operations, sales, and expenses, had previously been extended to the earlier of September 1, 2026 or certain events that have not occurred.

The new amendment extends the term of this agreement to December 31, 2026. While the previously granted option for flyExclusive to acquire Volato via merger has expired, the remaining aviation-related asset purchase and sale options between the parties (the “Asset Options”) remain in effect through the extended term.

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Item 1.01 Entry into a Material Definitive Agreement Business
The company signed a significant contract such as a merger agreement, credit facility, or major partnership.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, or exhibit attachments filed with this report.
Amendment effective date August 31, 2026 Effective date of the Sixth Amendment to the Aircraft Management Services Agreement
Extended agreement end date December 31, 2026 New term end date for the Volato Aircraft Management Services Agreement
Original term length 12 months Initial term of the Aircraft Management Services Agreement before extensions
Material Definitive Agreement regulatory
"Item 1.01 Entry into a Material Definitive Agreement."
A material definitive agreement is a legally binding contract that creates major, long‑term obligations or rights for a company, such as loans, asset sales, mergers, or supplier deals. Think of it like a mortgage or lease for a business: it can change future cash flow, risk and control, so investors watch these agreements closely because they can materially affect a company’s value, financial health and stock price.
Aircraft Management Services Agreement financial
"entered into an Aircraft Management Services Agreement (as amended, the “Volato Agreement”)"
Merger Option financial
"Volato granted the Company an option to acquire Volato via merger ... (the “Merger Option”)."
Asset Options financial
"the “Volato Option,” and collectively with the flyExclusive Option, the “Asset Options”)."
Emerging growth company regulatory
"Emerging growth company x"
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.

FAQ

What agreement did FLYX extend with Volato on September 1, 2026?

FLYEXCLUSIVE INC. entered into a Sixth Amendment to its Aircraft Management Services Agreement with Volato Group, Inc., extending the term of the existing aircraft management arrangement under which flyExclusive manages Volato’s flight operations, sales, and expenses.

Until when is the flyExclusive–Volato Aircraft Management Services Agreement now effective?

The amendment extends the term of the Aircraft Management Services Agreement to December 31, 2026, keeping the existing relationship and related aviation asset options in effect through that date.

What happened to the merger option between FLYX and Volato?

The option previously granted to flyExclusive to acquire Volato via merger into a wholly owned subsidiary has expired, and is no longer available under the amended arrangement.

Which options between FLYX and Volato remain in place after the amendment?

The remaining Asset Options stay in effect through the extended term. These include flyExclusive’s right to purchase certain aviation-related assets and assume related obligations, and Volato’s right to sell certain aviation-related assets and assign related obligations to flyExclusive.

Is flyExclusive still the exclusive provider of management services to Volato’s fleet?

Yes. Under the Aircraft Management Services Agreement, Volato engaged flyExclusive as an independent contractor and agreed that flyExclusive will be the exclusive provider of the specified aircraft management services for Volato’s fleet.

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false00018439730001843973us-gaap:WarrantMember2026-09-012026-09-0100018439732026-09-012026-09-010001843973us-gaap:CommonClassAMember2026-09-012026-09-01

 

 

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) September 1, 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 1.01 Entry into a Material Definitive Agreement.

As previously reported, on September 2, 2024, flyExclusive, Inc. (the “Company”) entered into an Aircraft Management Services Agreement (as amended, the “Volato Agreement”) with Volato Group, Inc. (“Volato”). Pursuant to the Volato Agreement, Volato engaged the Company as an independent contractor to provide certain aircraft management services and agreed that the Company will be the exclusive provider of such services to Volato. Under the terms of the Volato Agreement, the Company manages flight operations, sales, and expenses of Volato’s fleet. As part of the Volato Agreement, Volato granted the Company an option to acquire Volato via merger with and into a wholly owned subsidiary of the Company, subject to required consents and approvals by both Volato and the Company (the “Merger Option”). Additionally, Volato granted the Company the right to purchase from Volato certain aviation-related assets and assume certain obligations of Volato related to aviation-related assets (the “flyExclusive Option”), and the Company granted Volato the right to sell to the Company certain aviation-related assets and assign certain obligations of Volato (the “Volato Option,” and collectively with the flyExclusive Option, the “Asset Options”). A portion of the flyExclusive Option was previously exercised by the Company. The Volato Agreement had an original term of twelve months. Also as previously reported, on October 1, 2025, the term of the Volato Agreement was extended to the sooner of September 1, 2026, or the occurrence of other events, none of which has occurred. The Merger Option has since expired.

 

On September 1, 2026, the Company and Volato entered into a Sixth Amendment to Aircraft Management Services Agreement (the “Amendment”), effective as of August 31, 2026. Pursuant to the Amendment, the term of the Volato Agreement was extended to December 31, 2026. As such, the remaining Asset Options are in effect until the end of the term.

 

The foregoing description of the Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Amendment, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.

2

 


 

Item 9.01. Financial Statement and Exhibits.

(d) Exhibits.

Exhibit
No.

Document

10.1

Sixth Amendment to Aircraft Management Services Agreement, effective August 31, 2026, by and between flyExclusive, Inc. and Volato Group, Inc.

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: September 4, 2026

FLYEXCLUSIVE, INC.

By:

/s/ Thomas James Segrave, Jr.

Name:

Thomas James Segrave, Jr.

Title:

Chief Executive Officer and Chairman

 

 

 

4

 


Filing Exhibits & Attachments

2 documents