false00018439730001843973us-gaap:WarrantMember2025-09-102025-09-100001843973us-gaap:CommonClassAMember2025-09-102025-09-1000018439732025-09-102025-09-10
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 10, 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 September 10, 2025, the board of directors of flyExclusive, Inc. (the “Company”) approved an amendment to the Company’s Employee Stock Purchase Plan (the “ESPP”) to increase the authorized number of shares of the Company’s common stock reserved for issuance thereunder from an aggregate of 1.5 million (1,500,000) shares to an aggregate of 2.5 million (2,500,000) shares. Further, on September 10, 2025, the Board approved an amendment to the Company’s 2023 Equity Incentive Plan (the “Equity Incentive Plan,” and together with the ESPP, the “Plans”) to increase the authorized number of shares of the Company’s common stock reserved for issuance thereunder from an aggregate of 6.0 million (6,000,000) shares to an aggregate of 15.0 million (15,000,000) shares. Other than the increase in the shares reserved for issuance under the Plans, there were no other changes to the Plans made by their respective amendment. A copy of the full text of the amendments to the ESPP and the Equity Incentive Plan are attached as Exhibits 10.1 and 10.2 to this Current Report on Form 8-K, respectively, and are incorporated herein by reference.
Item 9.01. Financial Statement and Exhibits.
(d) Exhibits.
|
|
Exhibit
No. |
Document |
10.1 |
Amendment to the flyExclusive, Inc. Employee Stock Purchase Plan. |
10.2 |
Amendment to the flyExclusive, Inc. 2023 Equity Incentive Plan. |
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 15, 2025
|
|
FLYEXCLUSIVE, INC. |
|
|
By: |
/s/ Thomas James Segrave, Jr. |
Name: |
Thomas James Segrave, Jr. |
Title: |
Chief Executive Officer and Chairman |
