FlyExclusive (FLYX) CEO converts 10M units into 10M Class A shares

Rhea-AI Filing Summary

FlyExclusive Inc. Chief Executive Officer Thomas James Segrave Jr. reported the conversion of 10,000,000 Common Units and corresponding Class B Common Stock into 10,000,000 shares of Class A Common Stock on February 18, 2026. Following the conversion, his direct holdings show 10,000,000 Class A shares and 47,530,000 Class B shares, with 47,530,000 Common Units reflected on the derivative side.

According to the disclosure, no shares were sold, no cash was received, and his overall economic and voting stake in FlyExclusive remains the same; only the share class designation changed for structural and administrative planning. Additional securities, including 600,000 Common Units and 600,000 shares of Class B Common Stock, are held in custodial UTMA accounts for his child, for which he disclaims beneficial ownership except for any 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

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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^*

Segrave Thomas James Jr.

(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)

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

3. Date of Earliest Transaction (Month/Day/Year)
02/18/2026

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
Class A Common Stock	02/18/2026		C(1)(2)		10,000,000	A	$0	10,000,000	D
Class B Common Stock	02/18/2026		C(1)(2)		10,000,000	D	$0	47,530,000	D
Class B Common Stock								600,000	I	By UTMA on behalf of minor child(3)
Class B Common Stock								600,000	I	By UTMA on behalf of minor child(3)
Class B Common Stock								600,000	I	By UTMA on behalf of minor child(3)
Class B Common Stock								600,000	I	By UTMA on behalf of minor child(3)

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
Common Units	(1)(2)	02/18/2026		C(1)(2)			10,000,000	(1)(2)	(1)(2)	Class A Common Stock	10,000,000	$0	47,530,000	D
Common Units	(1)(2)							(1)(2)	(1)(2)	Class A Common Stock	600,000		600,000	I	By UTMA on behalf of minor child(3)
Common Units	(1)(2)							(1)(2)	(1)(2)	Class A Common Stock	600,000		600,000	I	By UTMA on behalf of minor child(3)
Common Units	(1)(2)							(1)(2)	(1)(2)	Class A Common Stock	600,000		600,000	I	By UTMA on behalf of minor child(3)
Common Units	(1)(2)							(1)(2)	(1)(2)	Class A Common Stock	600,000		600,000	I	By UTMA on behalf of minor child(3)

Explanation of Responses:

1. In connection with the closing of the business combination between EQ Acquisition Corp. and LGM Enterprise, LLC ("LGM") on December 27, 2023, each existing common unit previously issued by LGM was reclassified and reissued into new Common Units on a one-for-one basis, together with an equivalent number of Class B Common Stock of the Issuer. Each Common Unit, together with a corresponding share of Class B Common Stock, is redeemable on a one-for-one basis for a share of Class A Common Stock pursuant to the Issuer's organizational documents and exchange agreement.

2. The reported transaction represents an administrative conversion effected through the redemption of Common Units and corresponding cancellation of Class B Common Stock in exchange for Class A Common Stock. No shares were sold in connection with this transaction, and the Reporting Person did not receive any cash proceeds. The Reporting Person's aggregate economic and beneficial ownership, voting power, and percentage ownership of the Issuer remain unchanged following the transaction, except for the change in share class designation. No shares were sold or are intended to be sold in connection with this transaction. The conversion was undertaken for long-term structural and administrative planning purposes and was not effected pursuant to any plan or arrangement to dispose of shares.

3. These securities are held for the Reporting Person's child through a custodial account established pursuant to the Uniform Transfer to Minor Act for which the Reporting Person is custodian. The Reporting Person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein, if any, and the filing of this report is not an admission that the Reporting Person is the beneficial owner of these securities for purposes of Section 16 or for any other purpose.

	/s/ Donald R. Reynolds, Attorney-in-Fact for Thomas James Segrave, Jr.	02/20/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What insider transaction did FLYX CEO Thomas Segrave report on this Form 4?

Thomas Segrave reported converting 10,000,000 Common Units and corresponding Class B Common Stock into 10,000,000 shares of Class A Common Stock. The filing states this was an administrative share class change rather than a sale or purchase and did not alter his overall economic stake.

Did the FLYX CEO sell any FlyExclusive shares in this reported transaction?

No, the filing explicitly states that no shares were sold in connection with the conversion. It describes an administrative exchange of Common Units and Class B shares into Class A shares, with no cash proceeds and no plan or arrangement to dispose of shares.

How many FlyExclusive Class A and Class B shares does the FLYX CEO hold after the conversion?

After the reported transaction, Thomas Segrave directly holds 10,000,000 shares of Class A Common Stock and 47,530,000 shares of Class B Common Stock. The derivative table also shows 47,530,000 Common Units, which are paired with Class B shares and exchangeable into Class A stock on a one-for-one basis.

Did the FlyExclusive CEO’s ownership percentage in FLYX change because of this conversion?

The filing states that the CEO’s aggregate economic and beneficial ownership, voting power, and percentage ownership of FlyExclusive remain unchanged. Only the share class designation changed as Common Units and Class B shares were converted into Class A shares for structural and administrative planning.

What are the UTMA custodial holdings disclosed for the FLYX CEO’s child?

The Form 4 discloses 600,000 Common Units and 600,000 shares of Class B Common Stock held in a custodial account under the Uniform Transfers to Minors Act for the CEO’s child. He is custodian and disclaims beneficial ownership except to the extent of any pecuniary interest.

Does this FlyExclusive Form 4 indicate any planned share sales by the FLYX CEO?

The disclosure states that no shares were sold or are intended to be sold in connection with the reported conversion. It characterizes the transaction as undertaken for long-term structural and administrative planning, not as part of any arrangement to dispose of shares.