Flyexclusive Inc SEC Filings

flyExclusive, Inc. is conducting a primary offering of 2,255,639 shares of its Class A Common Stock at $6.65 per share. This underwritten deal is expected to generate gross proceeds of about $15.0M and net proceeds of approximately $13.8M after underwriting discounts and estimated expenses.

The company has granted the underwriter a 45‑day option to buy up to an additional 222,833 shares to cover over‑allotments. flyExclusive plans to use the cash raised for general corporate purposes and working capital, giving it more flexibility to fund operations and growth initiatives. The filing explains that new investors will experience dilution because the offer price is above the current negative net tangible book value per share.

flyExclusive, Inc. is launching a primary offering of Class A common stock and, for certain investors, pre-funded warrants, under its existing shelf registration. Investors can purchase either shares or pre-funded warrants that are exercisable into shares of Class A common stock, and this prospectus supplement also covers the shares issuable upon exercise of those warrants.

The company’s Class A common stock trades on NYSE American under the symbol FLYX. Net proceeds from the transaction are expected to be used for general corporate purposes and working capital. The pre-funded warrants are exercisable at any time, have no expiration date, and include ownership limits that generally cap a holder’s beneficial ownership at 4.99%, with an option to increase up to 9.99% on notice. The company highlights its vertically integrated private aviation model, growing fleet and maintenance operations, and notes risks around stock price volatility, potential dilution from future equity issuances, and the lack of a trading market for the pre-funded warrants.

flyExclusive, Inc. reported results of its 2025 annual stockholder meeting held on December 30, 2025. Stockholders approved an amendment to the 2023 Equity Incentive Plan, increasing the number of shares reserved for awards from 6,000,000 to 15,000,000. They also approved an amendment to the Employee Stock Purchase Plan, raising its share reserve from 1,500,000 to 2,500,000.

Seven director nominees were elected to the Board, including Gary Fegel, Michael S. Fox, Frank B. Holding, Jr., Gregg S. Hymowitz, Peter B. Hopper, Thomas James Segrave, Jr., and Thomas James Segrave, Sr. Stockholders further ratified the appointment of Elliott Davis PLLC as independent registered public accounting firm for the fiscal year ending December 31, 2025.

flyExclusive, Inc. has registered 530,381 shares of Class A common stock for resale by existing stockholders, covering shares issued in three October 2025 private placements at prices between $3.61 and $4.94 per share. The company will not receive any proceeds from these sales; all sale proceeds will go to the selling stockholders, while flyExclusive will cover registration expenses.

The prospectus highlights that a large volume of additional shares is already registered for resale, which together with this offering represents about 91% of fully diluted Class A shares as of November 30, 2025, and could pressure the stock price if sold. It also notes a proposed merger involving Jet.AI, under which flyExclusive could issue additional Class A shares, and reiterates that the company does not expect to pay cash dividends in the foreseeable future.

flyExclusive, Inc. is registering 4,113,500 shares of Class A Common Stock for potential issuance and resale under a new prospectus. The shares include stock issuable upon conversion of Series B Convertible Preferred Stock, stock issuable from March 2025 warrants, and 2,000,000 shares issued in a March 2025 private placement. The company will only receive cash proceeds, up to $12,681, if the March 2025 warrants are exercised for cash. A separate proposed merger with Jet.AI could add an expected 4,408,946 new shares based on illustrative assumptions, further diluting existing holders. The company highlights that it does not expect to pay dividends and that substantial registered resales represent about 90% of fully diluted Class A Common Stock as of November 30, 2025, which could pressure the share price as stockholders sell.

flyExclusive, Inc. is registering 530,381 shares of Class A common stock for resale by existing stockholders who received the shares in October 2025 private placements.

The shares consist of 83,102 shares issued at $3.61, 432,099 shares issued at $4.86, and 15,180 shares issued at $4.94 per share. flyExclusive will not receive any proceeds from these sales; all sale proceeds go to the selling stockholders, while the company pays registration and listing expenses.

The filing highlights that, together with 96,543,976 shares already registered for resale, these shares represent about 91% of fully diluted Class A common stock as of November 30, 2025, creating significant potential selling pressure. The company also notes it does not expect to pay cash dividends and discloses that, under stated assumptions, it would expect to issue 4,131,737 additional shares in connection with a proposed Jet.AI merger, which would further dilute current holders.

flyExclusive, Inc. is registering 4,113,500 shares of its Class A Common Stock in a mixed primary and resale offering tied to preferred stock, warrants, and previously issued shares.

The filing covers up to 845,400 shares issuable upon conversion of Series B Convertible Preferred Stock, up to 1,268,100 shares issuable upon exercise of March 2025 warrants with a $0.01 exercise price, and 2,000,000 shares sold in a March 2025 private placement. The company will receive only the cash from any March 2025 warrant exercises, which could total $12,681 if all such warrants are exercised for cash, while selling stockholders receive the proceeds from their resales. As of November 30, 2025, 20,757,668 Class A shares were outstanding, and risk disclosures highlight that, together with 92,430,476 previously registered resale shares, stock that may be sold by existing holders represents approximately 90% of fully diluted Class A shares, which could adversely affect the market price and trading liquidity. The prospectus also describes potential dilution from a proposed merger with Jet.AI, using an example in which 4,131,737 new Class A shares could be issued, and notes that the company does not expect to pay cash dividends in the foreseeable future.