flyExclusive Form 4: Gregg Hymowitz Reports Warrant Purchase, 4.9M Stake

Rhea-AI Filing Summary

Gregg S. Hymowitz and EG Sponsor LLC reported a derivative securities purchase on 09/04/2025. The filing shows acquisition of 7,856 warrants with a stated warrant price of $11.50 and an expiration date of December 27, 2028. Each warrant relates to one share of Class A common stock; the table lists 7,856 underlying shares and a price of $0.21. Following the reported transaction, the reporting persons are shown as beneficially owning 4,902,190 shares on an indirect basis. Footnotes describe the ownership chain through EG Sponsor, EnTrust Global entities and affiliates and clarify shared beneficial ownership through managing-member relationships.

Positive

• Acquisition of 7,856 warrants on 09/04/2025 is clearly disclosed, showing transparency of insider transactions.
• Warrants expire 12/27/2028, providing a multi-year horizon for conversion or exercise.
• Beneficial ownership of 4,902,190 shares (indirect) is reported, giving clarity on insider stake size.

Negative

• None.

Insights

Financial Analyst

TL;DR: Insider purchase of 7,856 warrants; sizable indirect stake of 4.9M shares remains.

The Form 4 documents a purchase-designated derivative transaction (code "P") dated 09/04/2025 for 7,856 warrants exercisable into Class A common stock, carrying a $11.50 warrant price and a stated expiration of 12/27/2028. The filing indicates 4,902,190 shares are beneficially owned indirectly following the transaction, reflecting continued concentrated insider ownership. This is a routine Section 16 disclosure showing ownership structure and option/warrant holdings rather than operational or financial performance changes.

Corporate Governance Expert

TL;DR: Disclosure clarifies complex indirect ownership through sponsor and affiliated entities.

The disclosures and footnotes outline a multi-tiered beneficial ownership chain: EG Sponsor holds the reported securities and EnTrust Global Partners Offshore LP, EnTrust Global Group LLC, EnTrust Global LLC and GH EP Holdings LLC are described as managing members or affiliates with voting and investment discretion. Gregg Hymowitz is identified in the chain as a managing member, resulting in shared beneficial ownership attribution. The filing properly attributes indirect ownership and cautions disclaimers from affiliates about beneficial ownership beyond pecuniary interest.

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)
09/04/2025

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	09/04/2025		P		7,856		09/04/2025	12/27/2028(1)	Class A Common Stock	7,856	$0.21	4,902,190	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	09/08/2025
	/s/ Gregg S. Hymowitz	09/08/2025
	** 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).
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FAQ

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

The Form 4 reports a derivative transaction dated 09/04/2025 for 7,856 warrants (transaction code "P").

What are the terms of the warrants reported in the FLYX Form 4?

The warrants list a $11.50 price, an expiration date of December 27, 2028, and relate to 7,856 underlying Class A shares.

How many FLYX shares are beneficially owned after the reported transaction?

The filing shows 4,902,190 shares beneficially owned following the reported transaction, held on an indirect basis.

Who or what entities are identified as having shared beneficial ownership in the filing?

Footnotes identify EG Sponsor, EnTrust Global Partners Offshore LP, EnTrust Global Group LLC, EnTrust Global LLC, and GH EP Holdings LLC in the ownership chain, with Gregg Hymowitz named as a managing member in that chain.

Does the filing indicate any direct ownership change separate from the warrants?

The Form 4 shows the reported derivative transaction and the resulting indirect beneficial ownership total; no separate direct share purchase or sale is disclosed in the provided content.