Gregg Hymowitz/EG Sponsor Acquire 190k flyExclusive Warrants at $0.15 Avg

Rhea-AI Filing Summary

Gregg Hymowitz and EG Sponsor LLC reported purchases of flyExclusive, Inc. warrants in late August 2025. The reporting persons acquired a total of 190,092 warrants across three purchase dates: 60,091 warrants on 08/22/2025, 109,996 warrants on 08/25/2025 and 20,005 warrants on 08/26/2025. Each warrant carries an $11.50 exercise price and is exercisable into one Class A common share with an expiration date of December 27, 2028. Following these transactions the reporting persons report beneficial ownership of 4,879,269 Class A shares in the aggregate, held indirectly through EG Sponsor and related entities. Purchase weighted-average prices for the tranches are disclosed as $0.1479, $0.1546 and $0.17 respectively.

Positive

• Insider purchases of 190,092 warrants across three dates indicate continued investment by reporting persons
• Clear disclosure of exercise price ($11.50) and expiration date (December 27, 2028) for the warrants
• Weighted-average purchase prices disclosed for each tranche: $0.1479, $0.1546 and $0.17
• Beneficial ownership total provided: 4,879,269 Class A shares held indirectly after transactions

Negative

• None.

Insights

Financial Analyst

TL;DR: Insider purchases of warrants show continuing support but the holdings are indirect and primarily through a sponsor vehicle.

The filing documents acquisitions of 190,092 flyExclusive warrants by Gregg Hymowitz and EG Sponsor LLC across three days in August 2025 at low per-warrant purchase prices, increasing indirect beneficial ownership to 4,879,269 Class A shares. Each warrant is exercisable at $11.50 and expires December 27, 2028. For investors, insider purchases can signal confidence, but these securities are held indirectly through EG Sponsor and affiliated entities, which affects direct control signals. The filing supplies weighted-average prices for each tranche and includes the reporting chain of control through multiple affiliated entities.

Corporate Governance Expert

TL;DR: Transaction is properly disclosed with clear ownership chain and footnotes explaining indirect beneficial ownership.

The Form 4 provides transparent disclosure of warrant purchases and explains the indirect ownership structure: EG Sponsor holds the warrants, managed by EnTrust Global affiliates, with Gregg Hymowitz as a managing member in the control chain. Expiration and exercise terms are stated and the filer commits to provide breakdowns of purchase prices on request. The filing appears compliant with Section 16 reporting requirements and clarifies disclaimers regarding beneficial ownership by affiliates.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Hymowitz Gregg

(Last) (First) (Middle)

375 PARK AVENUE, 24TH FLOOR

(Street)

NEW YORK NY 10152

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
FLYEXCLUSIVE INC. [ FLYX ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
08/22/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Warrant (Right to Buy)	$11.5	08/22/2025		P		60,091		08/22/2025	12/27/2028(1)	Class A Common Stock	60,091	$0.1479(2)	4,749,268	I	See Footnote(5)(6)
Warrant (Right to Buy)	$11.5	08/25/2025		P		109,996		08/25/2025	12/27/2028(1)	Class A Common Stock	109,996	$0.1546(3)	4,859,264	I	See Footnote(5)(6)
Warrant (Right to Buy)	$11.5	08/26/2025		P		20,005		08/26/2025	12/27/2028(1)	Class A Common Stock	20,005	$0.17(4)	4,879,269	I	See Footnote(5)(6)

1. Name and Address of Reporting Person^*

Hymowitz Gregg

(Last) (First) (Middle)

375 PARK AVENUE, 24TH FLOOR

(Street)

NEW YORK NY 10152

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

X	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

EG Sponsor LLC

(Last) (First) (Middle)

375 PARK AVENUE, 24TH FLOOR

(Street)

NEW YORK NY 10152

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

X	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

Explanation of Responses:

1. The warrants will expire on December 27, 2028, 5 years after the completion of the registrant's initial business combination or earlier upon redemption or liquidation, as described in the S-1.

2. Reflects the weighted average price of 60,091 warrants of the Issuer purchased by the Reporting Person in multiple transactions on August 22, 2025 with purchase prices ranging from $0.145 to $0.160 per warrant, inclusive. The Reporting Person hereby undertakes to provide upon request by the U.S. Securities and Exchange Commission staff, the issuer, or a security holder of the issuer, full information regarding the number of warrants purchased at each separate price.

3. Reflects the weighted average price of 109,996 warrants of the Issuer purchased by the Reporting Person in multiple transactions on August 25, 2025 with purchase prices ranging from $0.150 to $0.160 per warrant, inclusive. The Reporting Person hereby undertakes to provide upon request by the U.S. Securities and Exchange Commission staff, the issuer, or a security holder of the issuer, full information regarding the number of warrants purchased at each separate price.

4. Reflects the weighted average price of 20,005 warrants of the Issuer purchased by the Reporting Person in multiple transactions on August 26, 2025 with purchase prices ranging from $0.165 to $0.170 per warrant, inclusive. The Reporting Person hereby undertakes to provide upon request by the U.S. Securities and Exchange Commission staff, the issuer, or a security holder of the issuer, full information regarding the number of warrants purchased at each separate price.

5. Held by EG Sponsor. EnTrust Global Partners Offshore LP is the managing member of EG Sponsor and as such has voting and investment discretion with respect to the securities held of record by the Sponsor and may be deemed to have shared beneficial ownership (along with EnTrust Global Group LLC, EnTrust Global LLC, GH EP Holdings LLC and EG Sponsor) of the securities held directly by EG Sponsor. Gregg Hymowitz is the managing member of GH EP Holdings, LLC, which is the managing member of EnTrust Global LLC, which is the managing member of EnTrust Global Group LLC, which serves as the general partner of EnTrust Global Partners Offshore LP, and as a result, may be deemed to have shared beneficial ownership of the securities held directly by EG Sponsor.

6. (Continued from footnote 5) An affiliate of GMF Capital has an approximately 50% membership interest in EG Sponsor. Each such person disclaims any beneficial ownership of such securities except the reported shares other than to the extent of its or his pecuniary interest therein.

	EG Sponsor LLC; By: /s/ Gregg S. Hymowitz	08/26/2025
	/s/ Gregg S. Hymowitz	08/26/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What transactions did Gregg Hymowitz report on Form 4 for FLYX?

The Form 4 reports purchases of warrants totaling 190,092 warrants on 08/22/2025, 08/25/2025 and 08/26/2025.

What are the exercise price and expiration date of the warrants purchased (FLYX)?

Each warrant has an $11.50 exercise price and expires on December 27, 2028.

How many Class A shares are reported as beneficially owned after these transactions?

The reporting persons disclose 4,879,269 Class A shares beneficially owned indirectly following the reported transactions.

What weighted-average prices were paid for the warrant tranches?

Weighted-average purchase prices reported are $0.1479 for 60,091 warrants, $0.1546 for 109,996 warrants, and $0.17 for 20,005 warrants.

Who holds the warrants and how is beneficial ownership structured?

The warrants are held by EG Sponsor LLC; EnTrust Global Partners Offshore LP and affiliated entities are described as having voting and investment discretion, with Gregg Hymowitz positioned in the managing member chain.