flyExclusive (NYSE: FLYX) expands ESPP and 2023 equity incentive shares

Rhea-AI Filing Summary

flyExclusive, Inc. reported that its board of directors approved amendments to its employee equity plans on September 10, 2025. The Employee Stock Purchase Plan share reserve increased from 1.5 million shares of common stock to 2.5 million shares. The 2023 Equity Incentive Plan share reserve increased from 6.0 million shares to 15.0 million shares, expanding the pool available for stock-based awards and incentives. The company stated that, aside from these higher share reserves, no other changes were made to the plans, and the full amendment texts are provided as exhibits.

Insights

Equity compensation analyst

flyExclusive significantly enlarges equity and ESPP share pools, increasing potential stock-based compensation and dilution.

The board of flyExclusive, Inc. approved sizeable increases to its stock-based compensation capacity. The Employee Stock Purchase Plan reserve rose from 1.5 million to 2.5 million common shares, and the 2023 Equity Incentive Plan reserve rose from 6.0 million to 15.0 million shares. This gives the company more flexibility to issue equity for employee incentives and retention.

The change may increase potential dilution for existing shareholders as more shares can be issued under these plans, though actual impact depends on the pace and size of future grants and ESPP participation. The company also confirmed there were no other plan changes beyond the higher share reserves, so economics and terms of the plans remain otherwise consistent.

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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) 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.

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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.

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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

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FAQ

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

The company disclosed that its board approved amendments to its Employee Stock Purchase Plan and 2023 Equity Incentive Plan to increase the number of common shares reserved for issuance under each plan.

How many flyExclusive shares are now reserved under the Employee Stock Purchase Plan?

The Employee Stock Purchase Plan share reserve increased from 1.5 million (1,500,000) shares of common stock to 2.5 million (2,500,000) shares.

How many flyExclusive shares are now reserved under the 2023 Equity Incentive Plan?

The 2023 Equity Incentive Plan share reserve increased from 6.0 million (6,000,000) shares of common stock to 15.0 million (15,000,000) shares reserved for issuance.

Were there any other changes to flyExclusive’s equity plans besides the share increases?

No. The company stated that, other than increasing the shares reserved for issuance under the Employee Stock Purchase Plan and the 2023 Equity Incentive Plan, there were no other changes made by the amendments.

When did flyExclusive’s board approve the amendments to the ESPP and 2023 Equity Incentive Plan?

The board of directors approved the amendments to both the Employee Stock Purchase Plan and the 2023 Equity Incentive Plan on September 10, 2025.

Where can investors find the full text of flyExclusive’s plan amendments?

The full text of the amendments to the Employee Stock Purchase Plan and the 2023 Equity Incentive Plan are filed as Exhibits 10.1 and 10.2, respectively, and are incorporated by reference.