[Form 4] FLYEXCLUSIVE INC. Insider Trading Activity

Rhea-AI Filing Summary

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.

Positive

• Transparent disclosure of grant dates, exercise prices, amounts, and vesting schedules on Form 4
• Multi-year vesting (three equal annual installments) aligns the COO's compensation with future performance

Negative

• Large aggregate option grants: 800,000 and 1,600,000 options reported (total 2,400,000), which may be significant dilution though percent ownership is not disclosed
• Context missing: filing does not state total outstanding shares, prior holdings, or board approval details needed to assess materiality

Insights

Securities Compensation Analyst

TL;DR: Large multi-year option awards granted to the COO, vesting over three years, potentially meaningful for dilution and incentive alignment.

The filings document two stock option grants to the Chief Operating Officer: an 800,000-share option with a $5 exercise price granted 09/26/2025 and a 1,600,000-share option with a $2.78 exercise price granted 09/26/2024. Both grants vest in three equal annual installments beginning on the first anniversary of each grant. The options are reported as direct beneficial ownership. From a compensation-design perspective, multi-year vesting ties executive incentives to future performance but also creates potential dilution depending on total share count; the filing does not disclose percent ownership or total outstanding shares, so dilution magnitude cannot be determined from this document alone.

Corporate Governance Specialist

TL;DR: Insider received sizable option awards with standard multi-year vesting; disclosure is straightforward but lacks context on overall equity pool.

The Form 4 cleanly discloses grant dates, exercise prices, amounts, vesting schedule, and that ownership is direct. This meets Section 16 transparency requirements. However, the filing does not provide context such as total outstanding shares, prior holdings, or the board approval terms, so governance implications (e.g., shareholder dilution, alignment with peer practices) cannot be fully assessed from this filing alone.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
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hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Lesmeister Matthew

(Last) (First) (Middle)

C/O FLYEXCLUSIVE, INC.

2860 JETPORT ROAD

(Street)

KINSTON NC 28504

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
FLYEXCLUSIVE INC. [ FLYX ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Operating Officer

3. Date of Earliest Transaction (Month/Day/Year)
09/26/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Stock Option (Right to Buy)	$5	09/26/2025		A		800,000		(1)	09/25/2035	Class A Common Stock	800,000	$0	800,000	D
Stock Option (Right to Buy)	$2.78							(2)	09/25/2034	Class A Common Stock	1,600,000		1,600,000	D

Explanation of Responses:

1. The stock option was granted on September 26, 2025. The stock option vests over three (3) years in three equal annual installments on the first, second and third anniversary of the grant date.

2. The stock option was granted on September 26, 2024. The stock option vests over three (3) years in three equal annual installments on the first, second and third anniversary of the grant date.

	/s/ Matthew Lesmeister	09/30/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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FAQ

What option grants did Matthew Lesmeister (FLYX) report on Form 4?

He reported a 800,000-share option granted 09/26/2025 with a $5 exercise price and a 1,600,000-share option granted 09/26/2024 with a $2.78 exercise price.

How do the stock options awarded to the COO vest?

Both options vest over three (3) years in three equal annual installments, beginning on the first anniversary of each grant date.

Are the reported options direct or indirect ownership?

The Form 4 reports the options as direct (D) beneficial ownership following the reported transactions.

When was the Form 4 signed and filed?

The Form 4 bears the reporting person signature dated 09/30/2025 and lists the earliest transaction date as 09/26/2025.

Does the Form 4 disclose the percent ownership or total outstanding shares?

No. The filing does not provide total outstanding shares or percent ownership, so dilution percentage cannot be determined from this document.