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  4. [SCHEDULE 13D/A] FLYEXCLUSIVE INC. SEC Filing

Major holder of flyExclusive (NYSE: FLYX) reports 56.28% stake

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Form Type
SCHEDULE 13D/A

Rhea-AI Filing Summary

flyExclusive, Inc.’s major shareholder Thomas James Segrave, Jr. reports beneficial ownership of 59,930,000 shares, representing 56.28% of the company’s Class A common stock on an as-converted basis. This stake is held through 59,930,000 LGM Common Units of LGM Enterprises LLC and an equal number of Class B common shares, including units held in custodial accounts for four family members.

From and after December 27, 2024, each LGM Common Unit may be redeemed or exchanged for one share of Class A common stock or, in certain cases, a cash payment based on the Class A share value, with a corresponding forfeiture of one Class B share. The updated percentage reflects changes in flyExclusive’s capital structure following company financing, while each Class A and Class B share carries one vote per share, but only Class A shares have economic rights.

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FAQ

How many flyExclusive (FLYX) shares does Thomas James Segrave, Jr. beneficially own?

Thomas James Segrave, Jr. beneficially owns 59,930,000 shares of flyExclusive, Inc.’s Class A common stock on an as-converted basis. This corresponds to 59,930,000 LGM Common Units and an equal number of Class B common shares tied to the same ownership structure.

What percentage of flyExclusive (FLYX) Class A common stock does Segrave control?

Based on the company’s capital structure and assuming conversion and exercise of the referenced securities, Thomas James Segrave, Jr. reports beneficial ownership of 56.28% of flyExclusive, Inc.’s Class A common stock.

How is Segrave’s ownership in flyExclusive (FLYX) structured?

His reported stake consists of 59,930,000 LGM Common Units in LGM Enterprises LLC and an equal number of shares of flyExclusive’s Class B Common Stock. This includes 57,530,000 LGM Common Units held directly and 600,000 units held in each of four custodial accounts established for family members.

Can Segrave convert his LGM Common Units into flyExclusive (FLYX) Class A shares?

From and after December 27, 2024, each LGM Common Unit may be redeemed or exchanged for one share of flyExclusive’s Class A Common Stock or, under certain circumstances, a cash payment based on the value of the Class A shares. At the time of such redemption or exchange, an equivalent number of Class B shares would be forfeited to the company.

Why did Segrave’s reported ownership percentage in flyExclusive (FLYX) change?

The amendment indicates that the updated 56.28% beneficial ownership reflects a change in percentage resulting from the issuer’s financing, which affected the overall capital structure used to calculate his ownership.

What voting and economic rights are attached to flyExclusive (FLYX) Class A and Class B shares?

Each share of Class A Common Stock carries one vote per share and has economic rights. Each share of Class B Common Stock also carries one vote per share but has no economic rights, aligning voting power with the LGM Common Units that are exchangeable into Class A shares.




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




Comment for Type of Reporting Person:
Comprised of an aggregate of 59,930,000 common units ("LGM Common Units") of LGM Enterprises LLC ("LGM"), which consists of the following: (i) 57,530,000 LGM Common Units held directly by the Reporting Person and (ii) 600,000 LGM Common Units held by each of the following through a custodial account established pursuant to the Uniform Transfer to Minor Act for which the Reporting Person is custodian: (a) Thomas James Segrave, Jr. as Custodian for Laura Grace Segrave, (b) Thomas James Segrave, Jr. as Custodian for Madison Lee Segrave, (c) Thomas James Segrave, Jr. as Custodian for Lillian May Segrave and (d) Thomas James Segrave, Jr. as Custodian for Thomas James Segrave, III (collectively, the "Trusts"). In addition, the Reporting Person beneficially owns an aggregate of 59,930,000 shares of Class B Common Stock of flyExclusive, Inc. (the "Issuer") (the "Class B Common Stock") which is comprised of the same ownership amounts for the Reporting Person and the Trusts as the LGM Common Units. From and after December 27, 2024, the Reporting Person may redeem or exchange one LGM Common Unit for one share of the Issuer's Class A Common Stock or, under certain circumstances, a cash payment based on the value of the Issuer's Class A Common Stock. At the time of any such redemption or exchange, the Reporting Person would forfeit an equivalent number of shares of Class B Common Stock to the Issuer. Each share of the Issuer's Class A Common Stock carries one vote per share and each share of Class B Common Stock carries one vote per share and no economic rights. This percentage of the shares of the Issuer's Class A Common Stock beneficially owned is based on approximately (i) 31,184,738 shares of the Issuer's Class A Common Stock outstanding as of December 31, 2025, as reported in the Issuer's Prospectus Supplement to that certain Prospectus dated June 30, 2025, as filed with the Securities and Exchange Commission (the "SEC") pursuant to Rule 424(b)(5) on Janaury 9, 2026 (the "Prospecutus Supplement"), (ii) 2,255,639 shares of the Issuer's Class A Common Stock to be issued in connection with the offering as outlined in the Prospectus Supplement, (iii) the 59,930,000 shares of the Issuer's Class A Common Stock that the Reporting Person is eligible to convert his LGM Common Units into as discussed in the Schedule 13D filed with the SEC on January 8, 2025 as being issued and outstanding, (ii) 2,519,869 outstanding warrants of EG Acquisition Corp. ("EGA") held by the public outstanding as of December 31, 2025, as reported in the Prospectus Supplement (the "EGA Public Warrants"), (iv) 4,333,333 outstanding private placement warrants of EGA held by EG Sponsor LLC, outstanding as of December 31, 2025, as reported in the Prospectus Supplement (the "Private Placement Warrants"), (v) 4,000,000 shares of Class A Common Stock underlying a warrant issued to EnTrust Emerald (Cayman) LP as reported in the Prospectus Supplement, (vi) 1,000,000 shares of Class A Common Stock underlying a warrant issued to EG Sponsor LLC as reported in the Prospectus Supplement, and (vii) 1,268,100 shares of Class A Common Stock underlying a warrant for EG Sponsor, LLC as reported in the Prospectus Supplement. The calculation assumes that all LGM Common Units, EGA Public Warrants and Private Placement Warrants are exercised or exchanged for one share of the Issuer's Class A Common Stock and that such shares are deemed issued and outstanding. From and after December 27, 2024, the Reporting Person may redeem or exchange one LGM Common Unit for one share of the Issuer's Class A Common Stock or, under certain circumstances, a cash payment based on the value of the Issuer's Class A Common Stock. At the time of any such redemption or exchange, the Reporting Persons would forfeit an equivalent number of shares of Class B Common Stock to the Issuer.


SCHEDULE 13D


Thomas James Segrave, Jr.
Signature:/s/ Thomas James Segrave, Jr,
Name/Title:Thomas James Segrave, Jr.
Date:01/14/2026

Source: View Original Filing on SEC EDGAR