flyExclusive (NYSE: FLYX) shareholders approve larger equity and ESPP pools

Rhea-AI Filing Summary

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.

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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) December 30, 2025

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 December 30, 2025, flyExclusive, Inc. (the “Company”) held its 2025 annual meeting of stockholders (the “Annual Meeting”). At the Annual Meeting, stockholders of the Company approved an amendment to the Company’s 2023 Equity Incentive Plan to increase the number of shares reserved thereunder from 6,000,000 to 15,000,000 shares (the “2023 Plan Amendment”). Additionally, stockholders of the Company approved an amendment to the Company’s Employee Stock Purchase Plan to increase the number of shares reserved thereunder from 1,500,000 to 2,500,000 shares (the “ESPP Amendment”). The Company’s Board of Directors (the “Board”) approved the 2023 Plan Amendment and the ESPP Amendment on September 10, 2025.

You can find summaries of the principal features of the 2023 Plan Amendment and the ESPP Amendment in the definitive proxy statement for the Annual Meeting, filed with the Securities and Exchange Commission on December 2, 2025 (the “Proxy Statement”) under the headings “Proposal 2: Approval of an Amendment to the Company’s 2023 Equity Incentive Plan to Increase the Number of Shares Reserved Thereunder from 6,000,000 to 15,000,000 Shares” and “Proposal 3: Approval of an Amendment to the Company’s Employee Stock Purchase Plan to Increase the Number of Shares Reserved Thereunder from 1,500,000 to 2,500,000 Shares.” The summaries of the 2023 Plan Amendment and the ESPP Amendment contained in the Proxy Statement are qualified in its entirety by the full text of the 2023 Plan Amendment and the ESPP Amendment, which are filed as Exhibits 10.1 and 10.2, respectively, to this Current Report on Form 8-K.

Item 5.07 Submission of Matters to a Vote of Security Holders.

At the Annual Meeting, stockholders voted on the following items:

1.Proposal 1: To elect seven nominees to the Board to hold office until the 2026 Annual Meeting and until their respective successors have been duly elected and qualified. The following nominees were elected to the Company’s Board, with the voting results for each nominee as shown:

Name		For		Withheld		Broker Non-Votes
Gary Fegel		70,915,695		110,438		979,319
Michael S. Fox		70,960,985		65,148		979,319
Frank B. Holding, Jr.		70,886,347		139,786		979,319
Gregg S. Hymowitz		70,915,594		110,539		979,319
Peter B. Hopper		70,791,415		234,718		979,319
Thomas James Segrave, Jr.		70,886,741		139,392		979,319
Thomas James Segrave, Sr.		70,849,296		176,837		979,319

2.Proposal 2: To approve an amendment to the Company’s 2023 Equity Incentive Plan to increase the number of shares reserved thereunder from 6,000,000 to 15,000,000 shares. This proposal was approved by the votes indicated below.

For		Against		Abstain		Broker Non-Votes
70,883,367		137,569		5,197		979,319

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3.Proposal 3: To approve an amendment to the Company’s Employee Stock Purchase Plan to increase the number of shares reserved thereunder from 1,500,000 to 2,500,000 shares. This proposal was approved by the votes indicated below.

For		Against		Abstain		Broker Non-Votes
70,974,768		36,737		14,628		979,319

4.Proposal 4: To ratify the appointment of Elliott Davis PLLC as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2025. This proposal was approved by the votes indicated below.

For		Against		Abstain		Broker Non-Votes
71,977,321		2,039		26,092		—

Item 9.01. Financial Statement and Exhibits.

(d) Exhibits.

Exhibit No.	Document
10.1	Amendment to the Company’s 2023 Equity Incentive Plan.
10.2	Amendment to the Company’s Employee Stock Purchase Plan.
104	Cover Page Interactive Data File (embedded within the Inline XBRL document).

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SIGNATURES

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: December 30, 2025

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

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FAQ

What corporate actions did flyExclusive (FLYX) report from its 2025 annual meeting?

flyExclusive reported that stockholders approved amendments to its 2023 Equity Incentive Plan and Employee Stock Purchase Plan, elected seven directors to the Board, and ratified Elliott Davis PLLC as its independent registered public accounting firm for the fiscal year ending December 31, 2025.

How did flyExclusive (FLYX) change its 2023 Equity Incentive Plan?

Stockholders approved an amendment to the 2023 Equity Incentive Plan to increase the number of shares reserved for issuance under the plan from 6,000,000 to 15,000,000 shares.

What changes were made to flyExclusive’s (FLYX) Employee Stock Purchase Plan?

Stockholders approved an amendment to the Employee Stock Purchase Plan to increase the number of shares reserved thereunder from 1,500,000 to 2,500,000 shares.

Which directors were elected to flyExclusive’s (FLYX) Board at the 2025 meeting?

The following seven nominees were elected to serve until the 2026 annual meeting and until their successors are duly elected and qualified: Gary Fegel, Michael S. Fox, Frank B. Holding, Jr., Gregg S. Hymowitz, Peter B. Hopper, Thomas James Segrave, Jr., and Thomas James Segrave, Sr.

Who is flyExclusive’s (FLYX) independent auditor for the year ending December 31, 2025?

Stockholders ratified the appointment of Elliott Davis PLLC as flyExclusive’s independent registered public accounting firm for the fiscal year ending December 31, 2025.

Did flyExclusive’s Board approve the equity and ESPP amendments before the 2025 annual meeting?

Yes. The Board of Directors approved both the 2023 Equity Incentive Plan amendment and the Employee Stock Purchase Plan amendment on September 10, 2025, subject to subsequent stockholder approval at the 2025 annual meeting.