FlyExclusive (FLYX) COO gets 38,580-share award; large options remain

Rhea-AI Filing Summary

FLYEXCLUSIVE INC. Chief Operating Officer Matthew Lesmeister reported compensation-related equity activity. On May 13, 2026, he received a stock award of 38,580 shares of Class A Common Stock at $2.16 per share. To cover tax obligations for this award, 12,982 shares were withheld by the company rather than sold on the market.

Following these transactions, Lesmeister directly holds 38,580 shares of Class A Common Stock. He also holds stock options covering 1,600,000 underlying shares at an exercise price of $2.78 expiring in 2034, and options for 800,000 underlying shares at $5.00 expiring in 2035, which vest in three equal annual installments from their respective grant dates.

Insider Trade Summary

4 transactions reported

Mixed 4 txns

Insider Lesmeister Matthew

Role Chief Operating Officer

Type	Security	Shares	Price	Value
Grant/Award	Class A Common Stock	38,580	$2.16	$83K
Tax Withholding	Class A Common Stock	12,982	$2.16	$28K
holding	Stock Option (Right to Buy)	--	--	--
holding	Stock Option (Right to Buy)	--	--	--

Holdings After Transaction: Class A Common Stock — 38,580 shares (Direct, null); Stock Option (Right to Buy) — 800,000 shares (Direct, null)

Footnotes (1)

1. Represents shares withheld by the Company to satisfy tax withholding obligations in connection with the issuance of a stock award. The stock option was granted on September 26, 2025. The stock option vests over three (3) years in three equal annual installments on the first, second and third anniversary of the grant date. The stock option was granted on September 26, 2024. The stock option vests over three (3) years in three equal annual installments on the first, second and third anniversary of the grant date.

Key Figures

Stock award: 38,580 shares at $2.16 Tax withholding shares: 12,982 shares at $2.16 Direct common shares after: 38,580 shares +2 more

5 metrics

Stock award 38,580 shares at $2.16 Class A Common Stock grant to COO on May 13, 2026

Tax withholding shares 12,982 shares at $2.16 Shares withheld to satisfy tax obligations on stock award

Direct common shares after 38,580 shares Class A Common Stock held directly following transactions

Option position 1 1,600,000 underlying shares at $2.78 Stock option expiring 2034, vests in three annual installments

Option position 2 800,000 underlying shares at $5.00 Stock option expiring 2035, vests in three annual installments

Key Terms

Stock Option (Right to Buy), tax withholding obligations, grant, award, or other acquisition, vests over three (3) years, +1 more

5 terms

Stock Option (Right to Buy) financial

"security_title: Stock Option (Right to Buy)"

tax withholding obligations financial

"shares withheld by the Company to satisfy tax withholding obligations in connection"

grant, award, or other acquisition financial

"transaction_code_description: Grant, award, or other acquisition"

vests over three (3) years financial

"The stock option vests over three (3) years in three equal annual installments"

Class A Common Stock financial

"underlying_security_title: Class A Common Stock"

Class A common stock is a category of a company’s shares that carries a specific set of ownership rights—most commonly defined voting power and claims on dividends—set out in the company’s charter. For investors it matters because the class determines how much influence you have over corporate decisions, the share’s likely dividend and trading behavior, and how it compares in value to other share classes, like choosing a particular seat with different privileges at the company’s decision-making table.

Form 4 Insider Transactions: What Each Field Means →

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^*

Lesmeister Matthew

(Last) (First) (Middle)

C/O FLYEXCLUSIVE INC.

2860 JETPORT ROAD

(Street)

KINSTON NORTH CAROLINA 28504

(City) (State) (Zip)

UNITED STATES

(Country)

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

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

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

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
05/13/2026

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

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

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

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
Class A Common Stock	05/13/2026		A		38,580	A	$2.16	38,580	D
Class A Common Stock	05/13/2026		F(1)		12,982	D	$2.16	25,598	D

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
Stock Option (Right to Buy)	$5							(2)	09/25/2035	Class A Common Stock	800,000		800,000	D
Stock Option (Right to Buy)	$2.78							(3)	09/25/2034	Class A Common Stock	1,600,000		1,600,000	D

Explanation of Responses:

1. Represents shares withheld by the Company to satisfy tax withholding obligations in connection with the issuance of a stock award.

2. The stock option was granted on September 26, 2025. The stock option vests over three (3) years in three equal annual installments on the first, second and third anniversary of the grant date.

3. The stock option was granted on September 26, 2024. The stock option vests over three (3) years in three equal annual installments on the first, second and third anniversary of the grant date.

	/s/ Matthew Lesmeister	05/15/2026
	** 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.
* Form 4: SEC 1474 (03-26)

FAQ

What equity award did FlyExclusive (FLYX) COO Matthew Lesmeister receive?

Matthew Lesmeister received a stock award of 38,580 Class A Common shares at $2.16 per share. This award is compensation-related and increases his direct common stock holdings to 38,580 shares following the reported transactions.

How many FlyExclusive (FLYX) shares were withheld for taxes in this Form 4?

The company withheld 12,982 shares of Class A Common Stock at $2.16 per share to satisfy tax withholding obligations tied to the stock award, as disclosed in the footnotes. This disposition was not an open-market sale.

What are Matthew Lesmeister’s direct common share holdings in FLYX after these transactions?

After the reported award and tax withholding, Matthew Lesmeister directly holds 38,580 shares of FlyExclusive Class A Common Stock. These holdings reflect the new grant and the shares withheld by the company to cover related tax obligations.

What stock options does the FlyExclusive (FLYX) COO hold according to this filing?

He holds stock options over 1,600,000 underlying shares at an exercise price of $2.78 expiring in 2034, and options over 800,000 underlying shares at $5.00 expiring in 2035, both vesting in three equal annual installments.

Are the FlyExclusive COO’s tax-related share dispositions open-market sales?

No. The filing states 12,982 shares were withheld by the company to satisfy tax withholding obligations in connection with a stock award. This F-code transaction is a tax-withholding disposition, not a discretionary open-market sale.

How do the FlyExclusive COO’s option grants vest over time?

Both referenced stock option grants vest over three years in three equal annual installments on the first, second, and third anniversaries of their respective grant dates, aligning vesting with continued service over that period.