Third Point discloses 4.4% flyExclusive (FLYX) stake in 13D update

Rhea-AI Filing Summary

Third Point LLC and Daniel S. Loeb updated their ownership in flyExclusive, Inc. (FLYX). As of the close of business on January 9, 2026, they may be deemed to beneficially own 1,389,499 shares of Class A common stock, including 367,499 shares issuable upon exercise of warrants. This represents about 4.4% of flyExclusive’s Class A shares, based on 31,184,738 shares outstanding as of December 31, 2025 plus the warrant shares referenced.

The amendment notes that as of December 31, 2025, the reporting persons ceased to be beneficial owners of more than five percent of the outstanding Class A shares, so they are no longer subject to the main 13d-1(a) reporting requirement. They also state that they have not carried out any transactions in flyExclusive Class A shares during the 60 days up to January 13, 2026.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 2)

flyExclusive, Inc.

(Name of Issuer)

Class A common stock, par value $0.0001 per share

(Title of Class of Securities)

343928107

(CUSIP Number)

Jana Tsilman
Third Point LLC, 55 Hudson Yards
New York, NY, 10001
(212) 715-3880

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

01/09/2026

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

SCHEDULE 13D

CUSIP No. 343928107

1

Name of reporting person

Third Point LLC

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

AF

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 1,389,499.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 1,389,499.00

11

Aggregate amount beneficially owned by each reporting person

1,389,499.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

4.4 %

14

Type of Reporting Person (See Instructions)

OO

Comment for Type of Reporting Person:

The number of shares of Class A Common Stock, par value $0.0001 per share (the "Class A Common Stock") of flyExclusive, Inc. (the "Issuer") beneficially owned by the Reporting Persons as set forth in Row 11 (such shares, the "Shares") consists of 1,022,000 shares of Class A Common Stock and 367,499 shares of Class A Common Stock issuable upon the exercise of warrants of the Issuer. Calculations of the percentage set forth in Row 13 are based on the quotient obtained by dividing (a) the aggregate number of Shares by (b) the sum of (i) 31,184,738 shares of Class A Common Stock outstanding as of December 31, 2025, as reported by the Issuer in the Prospectus Supplement to that certain Prospectus dated June 30, 2025, as filed with the U.S. Securities and Exchange Commission pursuant to Rule 424(b)(5) on January 9, 2026 (the "Prospectus Supplement"), and (ii) the 367,499 shares of Class A Common Stock issuable upon the exercise of warrants of the Issuer, as further described in the Prospectus Supplement.

SCHEDULE 13D

CUSIP No. 343928107

1

Name of reporting person

Daniel S. Loeb

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

AF

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 1,389,499.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 1,389,499.00

11

Aggregate amount beneficially owned by each reporting person

1,389,499.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

4.4 %

14

Type of Reporting Person (See Instructions)

IN

Comment for Type of Reporting Person:

The number of shares of Class A Common Stock, par value $0.0001 per share (the "Class A Common Stock") of flyExclusive, Inc. (the "Issuer") beneficially owned by the Reporting Persons as set forth in Row 11 (such shares, the "Shares") consists of 1,022,000 shares of Class A Common Stock and 367,499 shares of Class A Common Stock issuable upon the exercise of warrants of the Issuer. Calculations of the percentage set forth in Row 13 are based on the quotient obtained by dividing (a) the aggregate number of Shares by (b) the sum of (i) 31,184,738 shares of Class A Common Stock outstanding as of December 31, 2025, as reported by the Issuer in the Prospectus Supplement to that certain Prospectus dated June 30, 2025, as filed with the U.S. Securities and Exchange Commission pursuant to Rule 424(b)(5) on January 9, 2026 (the "Prospectus Supplement"), and (ii) the 367,499 shares of Class A Common Stock issuable upon the exercise of warrants of the Issuer, as further described in the Prospectus Supplement.

SCHEDULE 13D

Item 1.	Security and Issuer
(a)	Title of Class of Securities: Class A common stock, par value $0.0001 per share
(b)	Name of Issuer: flyExclusive, Inc.
(c)	Address of Issuer's Principal Executive Offices: 2860 Jetport Road, Kinston, NORTH CAROLINA , 28504.
Item 1 Comment: This Amendment No. 2 to Schedule 13D (this "Amendment No. 2") relates to the Class A Common Stock, $0.0001 par value per share (the "Class A Common Stock") of flyExclusive, Inc., a Delaware corporation (the "Issuer"), and amends the Schedule 13D filed by the undersigned reporting persons (the "Reporting Persons") with the U.S. Securities and Exchange Commission (the "SEC") on February 13, 2024 (the "Original Schedule 13D"), as previously amended by that certain Amendment No. 1 thereto on March 26, 2025 ("Amendment No. 1" and, collectively with the Original Schedule 13D and this Amendment No. 2, the "Schedule 13D"). Capitalized terms used and not otherwise defined in this Amendment No. 2 have the meanings set forth in the Original Schedule 13D and Amendment No. 1, as applicable. This Amendment No. 2 is being filed to reflect changes in the number of outstanding shares of the Issuer's Class A Common Stock as reported by the Issuer in the Prospectus Supplement to that certain Prospectus dated June 30, 2025, as filed with the U.S. Securities and Exchange Commission pursuant to Rule 424(b)(5) on January 9, 2026 (the "Prospectus Supplement").
Item 4.	Purpose of Transaction
	Item 4 of the Schedule 13D is hereby amended to add the following: The information contained in Item 5 of Amendment No. 2 is incorporated by reference herein, as applicable.
Item 5.	Interest in Securities of the Issuer
(a)	Item 5(a) of the Schedule 13D is hereby amended to reflect the following: As of the close of business on January 9, 2026, the Reporting Persons may be deemed to beneficially own, in the aggregate, 1,389,499 shares of Class A Common Stock (including 367,499 shares of Class A Common Stock issuable upon the exercise of warrants of the Issuer) held directly by the Funds (such shares, the "Shares"). The Shares represent approximately 4.40% of the Class A Common Stock outstanding. Calculations of the percentage of Class A Common Stock beneficially owned are based on the quotient obtained by dividing (a) the aggregate number of Shares by (b) the sum of (i) 31,184,738 shares of Class A Common Stock outstanding as of December 31, 2025, as reported by the Issuer in the Prospectus Supplement, and (ii) the 367,499 shares of Class A Common Stock issuable upon the exercise of warrants of the Issuer, as further described in the Prospectus Supplement.
(c)	Item 5(c) of the Schedule 13D is hereby amended to reflect the following: The Reporting Persons have not effected any transactions in the shares of Class A Common Stock during the past sixty days, inclusive of any transactions effected through 4:30 p.m., New York City time, on January 13, 2026.
(e)	Item 5(e) of the Schedule 13D is hereby amended to reflect the following: As of December 31, 2025, the Reporting Persons ceased to be the beneficial owners of more than five percent of the outstanding shares of the Class A Common Stock and the Reporting Persons are no longer subject to the reporting requirements of Rule 13d-1(a) of the Exchange Act.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Third Point LLC

Signature:	/s/ Jana Tsilman
Name/Title:	Jana Tsilman, Attorney-in-Fact
Date:	01/13/2026

Daniel S. Loeb

Signature:	/s/ Jana Tsilman
Name/Title:	Jana Tsilman, Attorney-in-Fact
Date:	01/13/2026

Comments accompanying signature:

The Power of Attorney granted by Third Point LLC and Daniel S. Loeb in favor of Jana Tsilman and Joshua L. Targoff, dated February 9, 2024, which was previously filed with the SEC on February 13, 2024 as Exhibit 99.2 to the Schedule 13G/A filed by Third Point LLC and Daniel S. Loeb with respect to Global Blue Group Holding AG, is incorporated herein by reference.

FAQ

What ownership stake in flyExclusive (FLYX) does Third Point report in this filing?

Third Point LLC and Daniel S. Loeb report beneficial ownership of 1,389,499 shares of flyExclusive Class A common stock, which includes 367,499 shares issuable upon exercise of warrants. This position represents approximately 4.4% of the Class A shares based on the share count described in the filing.

How did flyExclusive (FLYX) outstanding shares factor into the 4.4% ownership calculation?

The 4.4% figure is calculated by dividing the 1,389,499 Shares by the sum of 31,184,738 Class A shares outstanding as of December 31, 2025, as reported in a Prospectus Supplement, plus the 367,499 warrant shares that are issuable to the reporting persons.

Why did Third Point and Daniel S. Loeb amend their Schedule 13D for flyExclusive (FLYX)?

The amendment is being filed to reflect changes in the number of outstanding Class A shares reported by flyExclusive in a Prospectus Supplement. Those changes affected the percentage of the class that the reporting persons are deemed to beneficially own.

Are Third Point and Daniel S. Loeb still beneficial owners of more than 5% of flyExclusive (FLYX)?

No. The filing states that as of December 31, 2025, the reporting persons ceased to be beneficial owners of more than five percent of flyExclusive’s outstanding Class A common stock and are therefore no longer subject to the reporting requirements of Rule 13d-1(a).

Did Third Point or Daniel S. Loeb trade flyExclusive (FLYX) shares recently?

The amendment states that the reporting persons have not effected any transactions in flyExclusive Class A common stock during the 60 days prior to and including January 13, 2026.

What portion of Third Point’s reported flyExclusive (FLYX) holdings comes from warrants?

Of the 1,389,499 Shares beneficially owned, 1,022,000 are Class A shares and 367,499 are Class A shares issuable upon the exercise of warrants of flyExclusive, as described in the filing.