Flyexclusive Inc SEC Filings

flyExclusive, Inc. furnished a corporate presentation of its financial results for the third quarter ended September 30, 2025, as Exhibit 99.1 to an 8‑K.

The materials were furnished, not filed under Item 2.02 and are therefore not subject to Section 18 of the Exchange Act, nor incorporated by reference into other filings unless expressly stated.

flyExclusive, Inc. reported third‑quarter 2025 results. Revenue was $92,132 thousand, up from $76,923 thousand a year ago, while loss from operations was $11,299 thousand. Net loss was $21,078 thousand and basic/diluted loss per share was $(0.25).

On the balance sheet at September 30, 2025, cash and cash equivalents were $18,702 thousand (versus $31,694 thousand at December 31, 2024). Total assets were $448,103 thousand and total liabilities were $526,815 thousand, resulting in total stockholders’ deficit of $(434,683) thousand. Current deferred revenue was $129,714 thousand.

Year‑to‑date cash flows from operating activities were $(10,310) thousand, investing provided $78,463 thousand (including proceeds from sales of property and investments), and financing used $(81,145) thousand. The company recorded a $2,123 thousand gain on aircraft sales and aircraft held for sale in the quarter. The company also revised prior‑period equity classifications related to accretion of redeemable noncontrolling interests, assessed as not material. Shares outstanding were 20,757,668 Class A and 59,930,000 Class B as of October 31, 2025.

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 2025. The filing discloses distribution options for selling stock (underwritten offerings, block trades, at-the-market, private placements, market transactions and others) and notes material risks including the Proposed Merger's closing conditions tied to Jet.AI’s net cash, limited trading liquidity, indebtedness, industry volatility from fuel and geopolitical events, regulatory changes, and the cost of being public.

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.