flyExclusive insider files Form 4 reporting 15,065 warrants; ownership clarified

Rhea-AI Filing Summary

Form 4 filed for flyExclusive, Inc. (FLYX) reports insider transactions by Gregg Hymowitz and EG Sponsor LLC. On 08/27/2025 the reporting parties acquired 15,065 warrants (each exercisable for one Class A common share) with a stated conversion/exercise price of $11.50. The warrants are exercisable beginning 08/27/2025 and expire on December 27, 2028. The filing shows a reported price of $0.18 and indicates 4,894,334 Class A shares are beneficially owned following the transaction on an indirect basis. Footnotes state the warrants are held by EG Sponsor, with shared beneficial ownership through a chain of EnTrust entities and that an affiliate of GMF Capital holds an approximately 50% membership interest in EG Sponsor. The form is signed by Gregg S. Hymowitz on 08/29/2025.

Insights

Securities Analyst

TL;DR: Insider acquisition of 15,065 warrants reported; transaction appears routine and clarifies ownership structure.

The filing documents a purchase of 15,065 warrants exercisable into Class A common stock at a stated exercise price of $11.50 with an expiration date of December 27, 2028. Post-transaction indirect beneficial ownership is reported as 4,894,334 shares. The disclosure emphasizes layered ownership via EG Sponsor and multiple EnTrust entities, and notes an affiliate of GMF Capital holds ~50% of EG Sponsor. For investors, this provides updated insider ownership figures and clarifies voting/investment discretion among affiliated entities; the transaction itself is not presented as a material corporate change.

Corporate Governance Expert

TL;DR: Disclosure clarifies control and shared beneficial ownership among sponsor and affiliated entities; useful for governance transparency.

The Form 4 discloses that EG Sponsor holds the warrants and that EnTrust-related entities and Gregg Hymowitz may be deemed to share beneficial ownership through a multi-tier structure. The filing also discloses that an affiliate of GMF Capital holds an approximately 50% membership interest in EG Sponsor and disclaims beneficial ownership beyond pecuniary interest. These footnotes improve transparency about who holds voting and investment discretion, which is important for assessing potential conflicts and governance influence, though no governance action is reported.

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

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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)
08/27/2025

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	08/27/2025		P		15,065		08/27/2025	12/27/2028(1)	Class A Common Stock	15,065	$0.18	4,894,334	I	See Footnote(2)(3)

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. 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.

3. (Continued from footnote 2) 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	08/29/2025
	/s/ Gregg S. Hymowitz	08/29/2025
	** 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.
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FAQ

What insider transaction did Gregg Hymowitz report on Form 4 for FLYX?

The Form 4 reports acquisition of 15,065 warrants on 08/27/2025, each exercisable for one Class A share.

What are the exercise price and expiration date of the reported warrants for FLYX?

The warrants have a stated conversion/exercise price of $11.50 and expire on December 27, 2028.

How many shares does Gregg Hymowitz beneficially own after the reported transaction?

The filing reports 4,894,334 Class A shares beneficially owned following the reported transaction on an indirect basis.

Who holds the warrants and how is beneficial ownership structured?

The warrants are held by EG Sponsor LLC; footnotes state EnTrust Global entities have voting and investment discretion and Gregg Hymowitz may be deemed to share beneficial ownership.

Does any other party have an ownership interest in EG Sponsor?

Yes, the filing states an affiliate of GMF Capital has an approximately 50% membership interest in EG Sponsor and disclaims beneficial ownership except to the extent of pecuniary interest.