Welcome to our dedicated page for Flyexclusive SEC filings (Ticker: FLYX), a comprehensive resource for investors and traders seeking official regulatory documents including 10-K annual reports, 10-Q quarterly earnings, 8-K material events, and insider trading forms.
flyExclusive, Inc. filings document the regulatory record of a public private aviation company with FAA-certificated carrier operations, charter services, Jet Club membership, fractional ownership programs, and in-house aircraft MRO capabilities. Recent 8-K disclosures report operating and financial results, corporate presentations, material agreements, and capital-structure matters.
The company’s filings also disclose debt arrangements tied to aircraft financing, amendments to senior secured note terms, at-the-market equity offering arrangements, shelf registration and prospectus supplement activity, Class A common stock and warrant references, shareholder voting matters, governance matters, risk factors, and emerging growth company status. These records connect flyExclusive’s aircraft-based operating model with its financing, securities, and public-company reporting obligations.
flyExclusive is registering up to $100,000,000 of Class A Common Stock in an at-the-market offering. The company may sell shares from time to time through Lucid Capital Markets, LLC as agent at prevailing market prices. The Agent receives 2.5% of gross sales. The prospectus cites a last reported sale price of $2.41 per share on March 11, 2026 and illustrates selling 41,493,776 shares at that price, resulting in a pro forma post-offering share count of 85,915,806 (illustrative). Net proceeds, if any, are for general corporate purposes and working capital; timing and amounts depend on market conditions and the Company’s placement notices to the Agent.
flyExclusive, Inc. entered a Fifth Amendment to its Aircraft Management Services Agreement with Volato Group and completed an asset purchase using stock as payment. The amendment refines reciprocal asset options and caps total asset purchases under the Volato Option at $2,000,000.
On March 6, 2026, Volato Group exercised part of its option, and flyExclusive agreed to buy designated Non‑Vaunt assets, including Mission Control private aviation software, related intellectual property, permits and goodwill. The $1,333,333 purchase price was paid in 451,901 Class A shares valued at $2.9505 per share.
flyExclusive and Volato Group may exercise the asset options again for additional assets up to the remaining $666,667 of the total cap. The 451,901 unregistered shares were issued to Volato in a private placement relying on Section 4(a)(2), with related registration rights for resale.
flyExclusive, Inc. reported strong Q4 and full-year 2025 performance, highlighted by record revenue and major efficiency gains. Q4 consolidated revenue reached $104 million, up 15% year over year, with double-digit growth across Jet Club, MRO, and fractional categories, including +56% in fractional sales and +48% in MRO.
Gross profit and margin improved 14% in Q4 and 52% for 2025. The company delivered positive Adjusted EBITDA of $6 in Q4 and expanded Adjusted EBITDA margin by 1,478 basis points in the quarter and 1,531 basis points for the year, while cutting SG&A expenses by 10–12%.
Operational initiatives reduced the fleet size by 14–19% yet increased core fleet utilization by up to 23%, as flight hours rose and non-performing aircraft were eliminated. Balance sheet strength improved with an $84 million reduction in long-term notes payable during 2025 and a 2% increase in cash.
flyExclusive, Inc. outlines its strategy as a vertically integrated private aviation company focused on owning and operating a largely uniform fleet of Cessna Citation, HondaJet, and Challenger aircraft. Since 2015, it has expanded to 82 owned and leased jets and built a hub in Kinston, North Carolina.
The company emphasizes recurring program revenue through its Jet Club tiers, fractional ownership, partner aircraft structures, and growing in-house Maintenance, Repair, and Overhaul operations that also serve third parties. It highlights a Volato management and asset option arrangement and a proposed merger with Jet.AI as potential growth levers, while warning of significant risks including execution of these deals, pilot and labor constraints, high indebtedness, fuel costs, regulatory complexity, cybersecurity, material weaknesses in internal controls, and dependence on its multi-class, controlled-company structure.
As context, non-affiliate equity market value was approximately $12.2 million based on a $1.95 share price as of June 30, 2025, and the company had 44,422,030 Class A and 49,930,000 Class B shares outstanding as of February 28, 2026.
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.
flyExclusive, Inc. updated the terms of its senior secured note used to finance aircraft for its fractional ownership program. The note originally covered an initial aggregate principal of approximately $25.8 million.
The amendment extends the maturity date to January 26, 2028 and sets a tiered interest rate: 15.00% annually when the outstanding principal is at or above $12.5 million, and 13.00% annually when it is below that level. It removes the revolving advance feature, adds $26,542 of reimbursable expenses to the loan principal, and requires $2,400,000 of principal to be repaid in consecutive quarterly installments each March, June, September, and December starting June 30, 2026. The amendment also introduces a non‑refundable $386,697.94 back-end fee, payable when the debt is fully repaid or becomes due in full.
flyExclusive, Inc. reported another change to its planned business combination with Jet.AI Inc. and Jet.AI SpinCo. On February 11, 2026, the parties signed Amendment No. 4 to their amended and restated merger agreement.
This amendment removes a closing condition that would have required Jet.AI to sign a new securities purchase agreement giving an investor a warrant to buy up to $50 million of a new series of Jet.AI preferred stock. Jet.AI instead confirmed it has sufficient positive net working capital to meet the minimum cash closing requirement. Amendment No. 4 also allows Jet.AI to explore and negotiate additional transactions, so long as they are conditioned on, and completed after, the closing of the merger-related Transactions. The companies continue to move forward with SEC review of a Form S-4 registration statement and proxy statement/prospectus for Jet.AI stockholder approval.
flyExclusive, Inc. is registering up to $6,917,931 of Class A Common Stock in an at-the-market offering. The company may sell shares from time to time through Lucid Capital Markets on NYSE American, paying the agent a 2.5% commission.
Based on an assumed price of $3.10, this would equal about 2,231,591 new shares, increasing shares outstanding from 33,440,377 to an estimated 35,671,968 and diluting existing holders. Net proceeds are earmarked for general corporate purposes and working capital.
The filing also provides preliminary 2025 financial ranges, with net loss estimated between $73.0 million and $70.0 million and Adjusted EBITDA between $(8.5) million and $(5.0) million, highlighting ongoing investment and operating pressures alongside growth initiatives in its vertically integrated private aviation platform.
flyExclusive, Inc. entered into an at-the-market equity offering agreement with Lucid Capital Markets, LLC, allowing the company to sell up to $6,917,931 of Class A common stock from time to time under its existing shelf registration and prospectus supplement.
Lucid will act as sales agent or principal and earn a 2.5% commission on gross sales, plus up to $65,000 of specified expenses and $5,000 per quarter while the agreement is in effect. The company is not required to sell any shares and either party may terminate the arrangement. flyExclusive and Lucid also amended a prior underwriting agreement to terminate the underwriters’ 45-day over-allotment option to purchase up to 222,833 additional shares.
flyExclusive, Inc. reported preliminary unaudited results showing record fourth quarter and full-year 2025 revenue and a sharp improvement in profitability. Fourth quarter 2025 revenue is expected between $103.0 million and $106.0 million, about 13% above the $91.4 million reported in the same period of 2024.
Full year 2025 revenue is expected between $374.0 million and $378.0 million, about 15% above 2024 despite operating with roughly 14% fewer aircraft, highlighting higher utilization and better fleet efficiency. Net loss is projected to narrow to between $(13.0) million and $(10.0) million for the fourth quarter and between $(73.0) million and $(70.0) million for the full year, an improvement of about 30% versus the $(101.5) million loss in 2024.
Fourth quarter 2025 Adjusted EBITDA is expected to turn positive, in a range of $5.5 million to $8.0 million, compared with $(7.8) million in the prior-year quarter, marking the company’s first positive Adjusted EBITDA quarter. The company also expects full-year 2025 Adjusted EBITDA between $(8.5) million and $(5.0) million, roughly $50 million better than 2024, while reducing long-term notes payable by more than $80 million and maintaining year-end cash roughly in line with 2024.