Preferred stock conversion adds FlyExclusive (FLYX) common shares to entities

Rhea-AI Filing Summary

FlyExclusive Inc. insiders reported an automatic conversion of Series B Convertible Preferred Stock into Class A Common Stock. On December 31, 2025, principal plus accrued but unpaid interest and dividends converted at a rate of $3.443441 per share.

As a result of this conversion, EnTrust Emerald (Cayman) LP received 7,200,999 common shares and EG Sponsor LLC received 3,193,089 common shares, credited to their accounts on January 7, 2025. The preferred stock positions reported in the filing dropped to zero following the transaction.

The common shares are held indirectly through EnTrust and EG Sponsor. Various EnTrust Global-affiliated entities, along with Gregg Hymowitz, may be deemed to share beneficial ownership, but each party disclaims beneficial ownership beyond 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^*

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)
12/31/2025

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
Class A Common Stock, ("Common Stock")	12/31/2025		C		7,200,999	A	(1)	12,718,807	I	See Footnote(2)
Common Stock	12/31/2025		C		3,193,089	A	(1)	8,818,089	I	See Footnote(3)(4)

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
Series B Convertible Preferred Stock	(1)	12/31/2025		C			20,408	(1)	(1)	Common Stock	7,200,999(1)	(1)	0	I	See Footnote(2)
Series B Convertible Preferred Stock	(1)	12/31/2025		C			9,329	(1)	(1)	Common Stock	3,193,089(1)	(1)	0	I	See footnote(3)(4)

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. Each share of Series B Convertible Preferred Stock, par value $0.0001 per share ("Series B Preferred Stock") had a stated value of $1,000. The principal and accrued but unpaid interest and dividends automatically converted into shares of the Issuer's Common Stock on December 31, 2025 at a conversion rate of $3.443441 per share (the "Conversion"). As a result of the Conversion, EnTrust Emerald (Cayman) LP ("EnTrust") and EG Sponsor LLC ("EG Sponsor") received 7,200,999 and 3,193,089 shares of the Issuer's Common Stock, respectively, in their accounts on January 7, 2025.

2. Held by EnTrust. Gregg Hymowitz serves as the Founder and Chief Executive Officer of EnTrust Global, an affiliate of which serves as the general partner of EnTrust, and may be deemed to be the beneficial owner of such shares held by EnTrust. Each such person disclaims any beneficial ownership of the reported shares other than to the extent of any pecuniary interest they may have therein, directly or indirectly.

3. 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.

4. (Continued from footnote 3) 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	01/28/2026
	/s/ Gregg S. Hymowitz	01/28/2026
	** Signature of Reporting Person	Date
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FAQ

What insider transaction did FLYX report in this Form 4?

FlyExclusive insiders reported an automatic conversion of Series B Convertible Preferred Stock into Class A Common Stock. The conversion occurred on December 31, 2025, turning principal and accrued but unpaid interest and dividends into common shares at a fixed rate.

How many FlyExclusive (FLYX) shares did EnTrust Emerald (Cayman) LP receive?

EnTrust Emerald (Cayman) LP received 7,200,999 shares of FlyExclusive Class A Common Stock. These shares resulted from the automatic conversion of Series B Preferred Stock and were credited to EnTrust’s account on January 7, 2025, following the December 31, 2025 conversion date.

How many FlyExclusive (FLYX) shares did EG Sponsor LLC receive?

EG Sponsor LLC received 3,193,089 shares of FlyExclusive Common Stock. The shares came from the same Series B Preferred Stock conversion and were similarly credited on January 7, 2025, after the automatic conversion of principal and accrued but unpaid interest and dividends.

What was the conversion rate for FlyExclusive’s Series B Preferred Stock?

Each share of Series B Convertible Preferred Stock converted into FlyExclusive Common Stock at $3.443441 per share. The conversion covered principal and accrued but unpaid interest and dividends, and was executed automatically on December 31, 2025, under the stated terms.

Who is considered the beneficial owner of the converted FlyExclusive (FLYX) shares?

The shares are held by EnTrust Emerald (Cayman) LP and EG Sponsor LLC, with various EnTrust Global-affiliated entities and Gregg Hymowitz potentially deemed to share beneficial ownership. Each person and entity disclaims beneficial ownership beyond their actual pecuniary interest in the securities.

Did the FlyExclusive insiders retain any Series B Preferred Stock after the conversion?

No Series B Convertible Preferred Stock remained after the transaction. The filing shows zero derivative securities beneficially owned following the reported conversion, as all relevant principal and accrued but unpaid interest and dividends were converted into FlyExclusive Common Stock.