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flyExclusive, Inc. filed a resale registration for 530,381 shares of Class A Common Stock. The shares may be sold from time to time after effectiveness by the selling stockholders named in the prospectus. The registered shares were issued in October 2025 private placements at per share prices of $3.61, $4.86, and $4.94.
The company will not receive proceeds from these resales; any proceeds will go to the selling holders. Sales may occur in public or private transactions at market or negotiated prices, using methods such as brokerage trades, block trades, underwritten offerings, hedging, and short sales after the registration statement is declared effective. Examples include Volato Group, Inc. 432,099 shares and Phillip Anthony Lewis 83,102 shares. flyExclusive’s Class A Common Stock trades on NYSE American under “FLYX,” and the closing price was $3.96 on October 23, 2025.
As of September 30, 2025, there were 20,199,586 shares of Class A Common Stock outstanding; this is a baseline figure tied to that date.
flyExclusive, Inc. (FLYX) announced an amendment to its merger agreement with Jet.AI’s SpinCo. On October 10, 2025, the parties executed Amendment No. 2 to extend the Outside Date from October 31, 2025 to December 31, 2025.
The filing notes the change was made in part due to the ongoing federal government shutdown, which, if prolonged, could necessitate another extension. The transaction structure remains the same: Jet.AI will first distribute all shares of SpinCo to its stockholders, after which FlyX Merger Sub will merge with SpinCo, leaving SpinCo as a wholly owned subsidiary of flyExclusive.
flyExclusive has filed a Form S-4 that includes a proxy statement/prospectus. After the registration statement is declared effective, definitive materials will be mailed to Jet.AI stockholders for a vote on the proposed transactions.
flyExclusive filed an S-3 shelf registration describing its business, growth initiatives, liquidity and risks tied to a proposed merger with Jet.AI and ongoing capital markets activity. The company emphasizes a fleet-first model with 98%+ of customer flights fulfilled by its own aircraft, an on-site MRO handling ~50% of maintenance with a target of 80%, and plans for fractional ownership, a growing Challenger 350 expansion, and a new in-house pilot training facility expected to begin construction in
flyExclusive, Inc. entered into a Fourth Amendment to its Aircraft Management Services Agreement with Volato Group, Inc., expanding their strategic relationship and setting up options tied to Volato’s aviation assets. The amendment gives flyExclusive a right to buy certain aviation-related assets and assume related obligations, while Volato receives a mirror right to sell specified assets and assign obligations back to flyExclusive.
The amendment also links these asset options to a potential merger of Volato with M2i Global, Inc. and extends the contract term to the earlier of September 1, 2026, completion of any related asset purchase, or completion of the Volato merger. In return, flyExclusive will provide total consideration of $4.1 million, with
Those shares will be issued after required approvals, and flyExclusive agreed to file by
Matthew Lesmeister, Chief Operating Officer of FlyExclusive, Inc. (FLYX), reported two stock option grants on a Form 4 filed for transactions dated 09/26/2025 and 09/26/2024. The 2025 grant is a $5 exercise-price option for 800,000 shares that vests in three equal annual installments beginning on the first anniversary of the grant. The 2024 grant is a $2.78 exercise-price option covering 1,600,000 shares and also vests in three equal annual installments beginning on its first anniversary. Both option holdings are reported as direct ownership following the transactions, and the Form 4 was signed on 09/30/2025.
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.
flyExclusive, Inc. filed a Form S-8 to register 10,000,000 additional shares of common stock for its employee equity plans. This includes 9,000,000 shares issuable under the 2023 Equity Incentive Plan and 1,000,000 shares under the Employee Stock Purchase Plan, following board approval on September 10, 2025. The filing incorporates by reference the company’s most recent annual report, its latest quarterly reports, specified current reports, and the existing description of its common stock. It also summarizes Delaware law and company provisions that provide indemnification and liability limitations for directors and officers, and lists the governing plan documents and related legal opinions as exhibits.
flyExclusive, Inc. is asking the SEC to withdraw Post-Effective Amendment No. 3 to its resale registration statement, which originally registered 10,102,000 shares of Class A common stock for resale. The withdrawn amendment would have increased this by 4,113,500 additional shares, but the company states that including these additional shares is not compliant with Rule 413. flyExclusive explains that none of the additional shares have been or will be resold under the existing registration and plans to file a new Amendment No. 3 that excludes them. The company also asks that the fees already paid for the withdrawn amendment be credited toward future registration statements under Rule 457(p).
flyExclusive, Inc. has asked the SEC to withdraw Amendment No. 3 to its registration statement that would have increased the number of Class A common shares registered for resale. The original registration statement covers 10,102,000 shares of Class A common stock for resale, and the withdrawn amendment had sought to add 4,113,500 additional shares. The company states it is withdrawing the amendment because including these additional shares is non-compliant with Rule 413 and confirms that none of the additional shares have been or will be resold under the existing registration. flyExclusive plans to file a new amendment that excludes the additional shares and requests that filing fees for the withdrawn amendment be credited toward future registrations under Rule 457(p).
flyExclusive, Inc. reported that its board of directors approved amendments to its employee equity plans on September 10, 2025. The Employee Stock Purchase Plan share reserve increased from 1.5 million shares of common stock to 2.5 million shares. The 2023 Equity Incentive Plan share reserve increased from 6.0 million shares to 15.0 million shares, expanding the pool available for stock-based awards and incentives. The company stated that, aside from these higher share reserves, no other changes were made to the plans, and the full amendment texts are provided as exhibits.