flyExclusive prices stock offering, to raise about $13.8M cash

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.

Rhea-AI Filing Summary

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.

Insights

Equity Capital Markets Analyst

flyExclusive raises ~$13.8M via underwritten Class A common stock sale.

flyExclusive, Inc. has entered an underwriting agreement to sell 2,255,639 Class A common shares at $6.65 per share, with a 45-day over-allotment option for 222,833 additional shares. This is a primary equity transaction, meaning the company is issuing new shares rather than existing holders selling.

The company expects approximately $13.8M in net proceeds from the base deal after underwriting discounts, commissions, and estimated expenses. The filing does not detail specific uses of proceeds, but the capital raise increases the firm’s cash resources while adding share count.

Directors and certain officers have agreed to 90-day lock-up agreements, which limit their ability to sell shares for that period. The transaction is conducted under an existing Form S-3 shelf registration and a prospectus supplement dated January 9, 2026, with closing expected on January 12, 2026 if customary conditions are satisfied.

8-K Event Classification

3 items: 1.01, 8.01, 9.01

3 items

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 8.01 Other Events Other

Voluntary disclosure of events the company deems important to shareholders but not covered by other items.

Item 9.01 Financial Statements and Exhibits Exhibits

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

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What equity offering did flyExclusive (FLYX) announce in this 8-K?

flyExclusive entered into an underwriting agreement to sell 2,255,639 shares of its Class A common stock at a public offering price of $6.65 per share.

How much cash does flyExclusive (FLYX) expect to receive from the stock offering?

The company expects to receive approximately $13.8 million in net proceeds from the base offering, after underwriting discounts, commissions, and estimated offering expenses.

Is there an over-allotment option in flyExclusive’s new share offering?

Yes. The company granted the underwriter a 45-day option to purchase up to an additional 222,833 shares of Class A common stock at the same public offering price and underwriting discount.

When is flyExclusive’s new stock offering expected to close?

The offering is expected to close on January 12, 2026, subject to customary closing conditions described in the underwriting agreement.

Did flyExclusive’s directors and officers agree to any lock-up period?

Each member of the Board and certain officers entered into 90-day lock-up agreements in substantially the form included as Exhibit A to the underwriting agreement.

Under which registration statement is flyExclusive conducting this offering?

The sale of common stock is being made under flyExclusive’s Form S-3 Registration Statement No. 333-287720, using a prospectus dated June 30, 2025 and a prospectus supplement dated January 9, 2026.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 01/09/2026 - 05:10 PM Learn about SEC filing dates

false000184397300018439732026-01-092026-01-090001843973us-gaap:WarrantMember2026-01-092026-01-090001843973us-gaap:CommonClassAMember2026-01-092026-01-09

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) January 9, 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 Agreement.

On January 9, 2026, flyExclusive, Inc. (the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”) with Lucid Capital Markets, LLC, as representative of the several underwriters named therein (the “Underwriter”). Pursuant to the Underwriting Agreement, the Company agreed to sell 2,255,639 shares of the Company’s Class A common stock, $0.0001 par value per share (“Common Stock”), to the Underwriter at a public offering price of $6.65 per share, less underwriting discounts and commissions. Additionally, the Company has granted the Underwriter a 45-day option to purchase up to an additional 222,833 shares of Common Stock at the same public offering price and underwriting discount (the “Over-allotment Option”).

In connection with the execution of the Underwriting Agreement, each member of the Company’s Board of Directors (the “Board”) and certain Company officers entered into 90-day “lock-up” agreements in substantially the form included in the Underwriting Agreement as Exhibit A.

The Underwriting Agreement contains customary representations, warranties, and covenants of the Company and the Underwriter and also provides for customary indemnification by each of the Company and the Underwriter against certain liabilities and customary contribution provisions in respect of those liabilities.

The offering is expected to close on January 12, 2026. The Company expects to receive approximately $13.8 million in net proceeds from the offering (excluding the Over-allotment Option), after deducting underwriting discounts and commissions and estimated offering expenses.

The sale of the Common Stock was made pursuant to the Company’s Registration Statement on Form S-3 (Registration No. 333-287720), including a prospectus supplement dated January 9, 2026 to the prospectus contained therein dated June 30, 2025, filed by the Company with the Securities and Exchange Commission pursuant to Rule 424(b) under the Securities Act of 1933, as amended.

A copy of the opinion of Wyrick Robbins Yates & Ponton LLP relating to the legality of the issuance and sale of the Common Stock is attached as Exhibit 5.1 hereto.

The foregoing description of the Underwriting Agreement is qualified in its entirety by reference to the Underwriting Agreement, a copy of which is attached hereto as Exhibit 1.1 and incorporated herein by reference.

Item 8.01. Other Events.

On January 8, 2026 and January 9, 2026, the Company issued press releases announcing the offering and pricing of the offering, respectively. Copies of the press releases are attached hereto as Exhibits 99.1 and 99.2, respectively, and are incorporated herein by reference.

Item 9.01. Financial Statement and Exhibits.

(d) Exhibits.

Exhibit No.	Document
1.1	Underwriting Agreement, dated January 9, 2026, by and among the Company and Lucid Capital Markets, LLC.
5.1	Opinion of Wyrick Robbins Yates & Ponton, LLP.
23.1	Consent of Wyrick Robbins Yates & Ponton, LLP (included in the opinion filed as Exhibit 5.1).
99.1	Press Release, dated January 8, 2026.
99.2	Press Release, dated January 9, 2026.
104	Cover Page Interactive Data File (embedded within the Inline XBRL document).

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: January 9, 2026

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