Every 8-K that flyExclusive, Inc. (FLYX) has filed with the SEC in the last 24 months is listed below, newest first, and each one links through to the document itself with the summary and the scores our analysis gives it.
A 8-K covers material events a company has to report between its quarterly reports, so if you follow FLYX and want that one kind of document rather than the whole filing history, this is the page to keep. The company's other filings, of every form, are on the full FLYX filings page.
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.
FLYEXCLUSIVE INC. (FLYX) announced a leadership realignment in its operating team. Effective August 24, 2026, the company appointed Michael Guina as Chief Operating Officer, while former COO Matthew Lesmeister will remain with the company as President of Maintenance. Their existing employment agreements dated September 26, 2024 remain in effect and the company states that no additional compensation is being provided in connection with these role changes.
The filing describes Mr. Lesmeister’s prior roles at the company, including Chief Financial Officer and Chief Operating Officer, and his earlier experience at Fox Factory Holding Corp. It also outlines Mr. Guina’s long tenure at flyExclusive and prior senior roles at Delta Private Jets and Air Partner PLC. The company notes there are no family relationships or related party transactions involving either executive and other directors or executive officers.
flyExclusive, Inc. reported Q2 2026 consolidated revenue of $111 million, representing 22% year-over-year growth and a 65% increase in gross profit. Gross margin reached 20%, a 539 basis point improvement, and the company generated positive Adjusted EBITDA with a $9 improvement versus Q2 2025 and a 954 basis point increase in Adjusted EBITDA margin.
Operational metrics improved as flight hours grew 8% with 6% fewer aircraft, dispatch availability increased by 1,013 basis points versus Q2 2025, and core fleet utilization rose 14%. Flight revenue grew 20%, fractional revenue 51%, and MRO revenue 52%.
For the first half of 2026, revenue increased 15% and gross profit 67%, aided by fleet refresh and structural cost savings. Dispatch availability improved by 884 basis points, while Adjusted EBITDA margin improved by 1,076 basis points. The company highlighted a $94 million reduction in long-term notes payable since 2024 and availability under a $93 million At-The-Market facility, indicating ongoing balance sheet de-leveraging.
flyExclusive, Inc. completed the acquisition of Jet.AI’s aviation assets through a merger in which FlyX Merger Sub, Inc. merged with Jet.AI SpinCo, Inc., making SpinCo a wholly owned subsidiary. Each share of SpinCo Common Stock was converted into the right to receive 3.6253 shares of flyExclusive Class A common stock.
SpinCo shareholders are entitled, subject to post-closing purchase price adjustments, to an aggregate of 7,096,117 flyExclusive shares, of which 5,676,893 were issued at closing and 1,419,224 Reserve Shares (20% of the Merger Consideration Shares) were held back pending final net cash determination. Amendment No. 5 revised the net cash adjustment mechanism, defining how SpinCo’s indirect equity investment in Space Exploration Technologies Corporation is valued based on either net liquidation proceeds or the value used in the estimated net cash statement. The acquired portfolio includes Jet Card members, two HondaJet aircraft, one Citation CJ4, approximately $4.1 million securing three future Citation CJ3 delivery positions scheduled for 2027, approximately $6.1 million of securities in SPCX shares via a special purpose vehicle, and approximately $5.3 million of cash to support fleet growth and capital flexibility.
flyExclusive, Inc. reported Q1 2026 consolidated revenue of $96 million, up 9% year over year, driven by higher charter and maintenance activity. Flight revenue rose 9%, fractional revenue 5%, and MRO revenue 14%, helping gross profit grow about 60% with gross margin improving to 20%.
The company reached positive Adjusted EBITDA, a roughly $6 million improvement versus Q1 2025, with a 740 basis-point gain in Adjusted EBITDA margin and sequential quarterly improvements. Operational initiatives reduced non‑performing aircraft, increased dispatch availability by 760 basis points, and lifted core fleet utilization by 15% despite a 7% smaller fleet.
flyExclusive also reduced long-term notes payable by $10 million and reports better SG&A efficiency, with revenue per SG&A headcount up 9% and flight hours per SG&A headcount up 7%. Retail dynamics were mixed, with retail members up 1%, JetClub sales down 11%, and fractional sales up 27%.
flyExclusive, Inc. entered a Fifth Amendment to its Aircraft Management Services Agreement with Volato Group and completed an asset purchase using stock as payment. The amendment refines reciprocal asset options and caps total asset purchases under the Volato Option at $2,000,000.
On March 6, 2026, Volato Group exercised part of its option, and flyExclusive agreed to buy designated Non‑Vaunt assets, including Mission Control private aviation software, related intellectual property, permits and goodwill. The $1,333,333 purchase price was paid in 451,901 Class A shares valued at $2.9505 per share.
flyExclusive and Volato Group may exercise the asset options again for additional assets up to the remaining $666,667 of the total cap. The 451,901 unregistered shares were issued to Volato in a private placement relying on Section 4(a)(2), with related registration rights for resale.
flyExclusive, Inc. reported strong Q4 and full-year 2025 performance, highlighted by record revenue and major efficiency gains. Q4 consolidated revenue reached $104 million, up 15% year over year, with double-digit growth across Jet Club, MRO, and fractional categories, including +56% in fractional sales and +48% in MRO.
Gross profit and margin improved 14% in Q4 and 52% for 2025. The company delivered positive Adjusted EBITDA of $6 in Q4 and expanded Adjusted EBITDA margin by 1,478 basis points in the quarter and 1,531 basis points for the year, while cutting SG&A expenses by 10–12%.
Operational initiatives reduced the fleet size by 14–19% yet increased core fleet utilization by up to 23%, as flight hours rose and non-performing aircraft were eliminated. Balance sheet strength improved with an $84 million reduction in long-term notes payable during 2025 and a 2% increase in cash.
flyExclusive, Inc. updated the terms of its senior secured note used to finance aircraft for its fractional ownership program. The note originally covered an initial aggregate principal of approximately $25.8 million.
The amendment extends the maturity date to January 26, 2028 and sets a tiered interest rate: 15.00% annually when the outstanding principal is at or above $12.5 million, and 13.00% annually when it is below that level. It removes the revolving advance feature, adds $26,542 of reimbursable expenses to the loan principal, and requires $2,400,000 of principal to be repaid in consecutive quarterly installments each March, June, September, and December starting June 30, 2026. The amendment also introduces a non‑refundable $386,697.94 back-end fee, payable when the debt is fully repaid or becomes due in full.
flyExclusive, Inc. reported another change to its planned business combination with Jet.AI Inc. and Jet.AI SpinCo. On February 11, 2026, the parties signed Amendment No. 4 to their amended and restated merger agreement.
This amendment removes a closing condition that would have required Jet.AI to sign a new securities purchase agreement giving an investor a warrant to buy up to $50 million of a new series of Jet.AI preferred stock. Jet.AI instead confirmed it has sufficient positive net working capital to meet the minimum cash closing requirement. Amendment No. 4 also allows Jet.AI to explore and negotiate additional transactions, so long as they are conditioned on, and completed after, the closing of the merger-related Transactions. The companies continue to move forward with SEC review of a Form S-4 registration statement and proxy statement/prospectus for Jet.AI stockholder approval.
flyExclusive, Inc. entered into an at-the-market equity offering agreement with Lucid Capital Markets, LLC, allowing the company to sell up to $6,917,931 of Class A common stock from time to time under its existing shelf registration and prospectus supplement.
Lucid will act as sales agent or principal and earn a 2.5% commission on gross sales, plus up to $65,000 of specified expenses and $5,000 per quarter while the agreement is in effect. The company is not required to sell any shares and either party may terminate the arrangement. flyExclusive and Lucid also amended a prior underwriting agreement to terminate the underwriters’ 45-day over-allotment option to purchase up to 222,833 additional shares.
flyExclusive, Inc. reported preliminary unaudited results showing record fourth quarter and full-year 2025 revenue and a sharp improvement in profitability. Fourth quarter 2025 revenue is expected between $103.0 million and $106.0 million, about 13% above the $91.4 million reported in the same period of 2024.
Full year 2025 revenue is expected between $374.0 million and $378.0 million, about 15% above 2024 despite operating with roughly 14% fewer aircraft, highlighting higher utilization and better fleet efficiency. Net loss is projected to narrow to between $(13.0) million and $(10.0) million for the fourth quarter and between $(73.0) million and $(70.0) million for the full year, an improvement of about 30% versus the $(101.5) million loss in 2024.
Fourth quarter 2025 Adjusted EBITDA is expected to turn positive, in a range of $5.5 million to $8.0 million, compared with $(7.8) million in the prior-year quarter, marking the company’s first positive Adjusted EBITDA quarter. The company also expects full-year 2025 Adjusted EBITDA between $(8.5) million and $(5.0) million, roughly $50 million better than 2024, while reducing long-term notes payable by more than $80 million and maintaining year-end cash roughly in line with 2024.
flyExclusive, Inc. reported that it has amended its merger agreement related to the planned combination with Jet.AI SpinCo. On January 13, 2026, the parties signed Amendment No. 3 to the Amended and Restated Agreement and Plan of Merger and Reorganization, extending the Outside Date for completing the transactions from December 31, 2025 to April 30, 2026. The structure of the deal remains a spin-off of Jet.AI’s SpinCo to Jet.AI stockholders followed by a merger of FlyX Merger Sub into SpinCo, which would make SpinCo a wholly owned subsidiary of flyExclusive. The amendment is filed as Exhibit 10.1, and the companies highlight that completion of the transactions still depends on conditions such as Jet.AI stockholder approval and other customary closing requirements.
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.
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.
flyExclusive, Inc. furnished a corporate presentation of its financial results for the third quarter ended September 30, 2025, as Exhibit 99.1 to an 8‑K.
The materials were furnished, not filed under Item 2.02 and are therefore not subject to Section 18 of the Exchange Act, nor incorporated by reference into other filings unless expressly stated.
flyExclusive, Inc. (FLYX) announced an amendment to its merger agreement with Jet.AI’s SpinCo. On October 10, 2025, the parties executed Amendment No. 2 to extend the Outside Date from October 31, 2025 to December 31, 2025.
The filing notes the change was made in part due to the ongoing federal government shutdown, which, if prolonged, could necessitate another extension. The transaction structure remains the same: Jet.AI will first distribute all shares of SpinCo to its stockholders, after which FlyX Merger Sub will merge with SpinCo, leaving SpinCo as a wholly owned subsidiary of flyExclusive.
flyExclusive has filed a Form S-4 that includes a proxy statement/prospectus. After the registration statement is declared effective, definitive materials will be mailed to Jet.AI stockholders for a vote on the proposed transactions.
flyExclusive, Inc. entered into a Fourth Amendment to its Aircraft Management Services Agreement with Volato Group, Inc., expanding their strategic relationship and setting up options tied to Volato’s aviation assets. The amendment gives flyExclusive a right to buy certain aviation-related assets and assume related obligations, while Volato receives a mirror right to sell specified assets and assign obligations back to flyExclusive.
The amendment also links these asset options to a potential merger of Volato with M2i Global, Inc. and extends the contract term to the earlier of September 1, 2026, completion of any related asset purchase, or completion of the Volato merger. In return, flyExclusive will provide total consideration of $4.1 million, with $2.1 million already committed in the form of 432,099 shares of its Class A common stock.
Those shares will be issued after required approvals, and flyExclusive agreed to file by October 31, 2025 a registration statement to allow Volato to resell the stock, using commercially reasonable efforts to keep that registration effective until Volato’s shares become freely tradable under Rule 144.
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.
flyExclusive, Inc. furnished a corporate presentation containing its financial results for the second quarter ended June 30, 2025, and identified that presentation as Exhibit 99.1 to this Form 8-K. The filing explicitly states that the furnished materials, including Exhibit 99.1, are not deemed "filed" for purposes of Section 18 of the Exchange Act and are not incorporated by reference into other filings unless expressly specified. Item 9.01 lists Exhibits 99.1 (the corporate presentation) and 104 (cover page interactive data). The report also lists the company’s registered securities—Class A Common Stock (FLYX) and redeemable warrants (FLYX WS) on NYSE American—and notes the company is an emerging growth company. The form is signed by Chief Executive Officer Thomas James Segrave, Jr.