[Form 4] flyExclusive, Inc. Insider Trading Activity

Rhea-AI Filing Summary

Gregg Hymowitz and EG Sponsor LLC reported purchases of issuer warrants in August 2025, increasing their indirect beneficial ownership of flyExclusive, Inc. The reporting persons purchased 11,005 warrants on 08/18/2025, 8,211 warrants on 08/19/2025 (weighted average purchase price for those 8,211 warrants between $0.123 and $0.130), and 336,628 warrants on 08/20/2025 (weighted average purchase price for those 336,628 warrants between $0.130 and $0.150). Each reported warrant is exercisable into Class A common stock and the transactions were purchases coded "P". Following the 08/20/2025 transactions, the number of Class A shares underlying the reported derivative securities held indirectly totaled 4,689,177. The warrants expire on December 27, 2028 as described in the S-1.

Insights

Securities Analyst

TL;DR: Insider purchases of warrants increased indirect exposure to 4.69M Class A shares, with warrants expiring 12/27/2028.

These filings document multiple open-market purchases of warrants by the reporting persons across three days in August 2025. The filings show weighted average prices for the August 19 and August 20 tranches and indicate the purchases were coded as acquisitions (Transaction Code P). Ownership is reported as indirect through EG Sponsor LLC with a detailed ownership chain in the footnotes. The warrants convert into Class A common stock and carry an expiration date of December 27, 2028, per the registrant's S-1 disclosure.

Corporate Governance Expert

TL;DR: Director and 10% owner disclosed material warrant purchases and clarified the indirect ownership structure.

The Form 4 identifies Gregg Hymowitz as a director and 10% owner and discloses that EG Sponsor LLC holds the recorded securities. The footnotes trace voting and investment discretion through multiple affiliated entities and note an affiliate of GMF Capital holds ~50% membership interest in EG Sponsor. The filing includes undertakings to provide detailed price-by-price purchase information upon request, which enhances disclosure transparency.

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

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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)
08/18/2025

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	08/18/2025		P		11,005		08/18/2025	12/27/2028(1)	Class A Common Stock	11,005	$0.12	4,344,338	I	See Footnote(4)(5)
Warrant (Right to Buy)	$11.5	08/19/2025		P		8,211		08/19/2025	12/27/2028(1)	Class A Common Stock	8,211	$0.1295(2)	4,352,549	I	See Footnote(4)(5)
Warrant (Right to Buy)	$11.5	08/20/2025		P		336,628		08/20/2025	12/27/2028(1)	Class A Common Stock	336,628	$0.1497(3)	4,689,177	I	See Footnote(4)(5)

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 8,211 warrants of the Issuer purchased by the Reporting Person in multiple transactions on August 19, 2025 with purchase prices ranging from $0.123 to $0.130 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 336,628 warrants of the Issuer purchased by the Reporting Person in multiple transactions on August 20, 2025 with purchase prices ranging from $0.130 to $0.150 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. 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.

5. (Continued from footnote 4) 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	08/20/2025
	/s/ Gregg S. Hymowitz	08/20/2025
	** Signature of Reporting Person	Date
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