FlyExclusive (FLYX) Form 4: CFO Receives 2.4M-Share Option Awards

Rhea-AI Filing Summary

FlyExclusive Inc. reported insider option grants to its Chief Financial Officer, Bradley G. Garner. On 09/26/2025 Mr. Garner received a stock option to buy 800,000 shares at a $5.00 strike that vests in three equal annual installments and expires 09/25/2035. The filing also discloses an earlier grant dated 09/26/2024: a stock option to buy 1,600,000 shares at a $2.78 strike, vesting in three equal annual installments and expiring 09/25/2034. Both option positions are reported as directly owned by Mr. Garner, representing 2,400,000 underlying common shares in total. The filing is a standard Section 16 Form 4 reporting these compensatory equity awards and their vesting schedules.

Positive

• Retention alignment: Grants vest over three years, encouraging multi-year commitment from the CFO.
• Transparent disclosure: Exercise prices, vesting schedule, and expiration dates are clearly reported on Form 4.

Negative

• Potential dilution: Combined options cover 2,400,000 underlying shares, which could dilute shareholders if exercised.
• Concentration of awards: A significant portion of reported insider-held derivative securities is allocated to the CFO, increasing insider equity concentration.

Insights

Financial Analyst

TL;DR: CFO received large multi-year option awards totaling 2.4M shares, aligning pay with long-term performance.

The grants combine an earlier lower-strike award and a recent higher-strike award, both with three-year cliff-like annual vesting. From a financial perspective, these awards are typical retention and performance-alignment tools that dilute existing shareholders if exercised. Materiality depends on FlyExclusive's outstanding share count (not provided).

Corporate Governance Expert

TL;DR: Compensation structure favors multi-year retention; disclosure follows Section 16 reporting norms.

The filing shows transparent disclosure of exercise prices, vesting schedules, and expiration dates. The two awards create incentives for the CFO to remain through multiple anniversaries, which is governance-typical. Without additional context on board approval, equity pool limits, or pro rata dilution, the governance implications are routine rather than exceptional.

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).

1. Name and Address of Reporting Person^*

Garner Bradley G

(Last) (First) (Middle)

C/O FLYEXCLUSIVE, INC.

2860 JETPORT ROAD

(Street)

KINSTON NC 28504

(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)

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

3. Date of Earliest Transaction (Month/Day/Year)
09/26/2025

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

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

X	Form filed by One Reporting Person
	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
Stock Option (Right to Buy)	$5	09/26/2025		A		800,000		(1)	09/25/2035	Common Stock	800,000	$0	800,000	D
Stock Option (Right to Buy)	$2.78							(2)	09/25/2034	Common Stock	1,600,000		1,600,000	D

Explanation of Responses:

1. 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.

2. 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/ Bradley G. Garner	09/30/2025
	** 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 options were granted to FlyExclusive CFO Bradley Garner as reported on Form 4?

The Form 4 reports a 800,000-share option at $5.00 (granted 09/26/2025, expires 09/25/2035) and a 1,600,000-share option at $2.78 (granted 09/26/2024, expires 09/25/2034).

How do the options vest for Bradley Garner (FLYX)?

Both options vest over three years in three equal annual installments, each installment on the first, second and third anniversaries of the grant date.

How many total shares underlie the derivative awards reported for Bradley Garner?

The filing shows a total of 2,400,000 underlying common shares (800,000 + 1,600,000).

Are the reported options held directly or indirectly by Bradley Garner?

The Form 4 indicates the options are held directly by Bradley Garner (ownership form: D).

When were the transactions reported on the Form 4 filed?

The reported Form 4 is signed and dated 09/30/2025, with the most recent transaction dated 09/26/2025.