Flyexclusive Inc SEC Filings

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.

flyExclusive, Inc. is asking stockholders to vote at a virtual annual meeting on December 30, 2025. The agenda includes electing seven directors for terms running until the 2026 annual meeting, approving a major expansion of its equity compensation programs, and ratifying Elliott Davis as independent auditor for 2025.

The Board seeks approval to amend the 2023 Equity Incentive Plan to increase the share reserve from 6,000,000 to 15,000,000 shares of common stock. As of November 17, 2025, all 6,000,000 plan shares were allocated, and 2,400,000 options at a $5.00 exercise price had been granted to each of three executives, with only 1,200,000 shares then available under the plan. The Board also proposes amending the Employee Stock Purchase Plan to raise its share reserve from 1,500,000 to 2,500,000 shares.

Holders of 20,757,668 Class A and 59,930,000 Class B shares as of November 17, 2025, each share carrying one vote, may participate. The Board recommends voting FOR all proposals.

flyExclusive, Inc. filed Pre‑Effective Amendment No. 5 to Form S‑4 to register shares of its Class A common stock to be issued in a proposed merger with Jet.AI SpinCo, after Jet.AI distributes SpinCo shares to its stockholders. SpinCo stockholders will exchange their SpinCo shares for flyExclusive Class A shares based on an exchange ratio determined by the Initial Purchase Price divided by the Parent Trading Price.

The filing illustrates an assumed 4,600,000 Merger Consideration Shares, calculated using Estimated Net Cash of $12.0 million and a Parent Trading Price of $3.21 per share. Example tables show potential outcomes at a $3.00 Parent Trading Price, including Reserve Shares and up to 20% in Additional Merger Consideration Shares for post‑closing adjustments. This is a stock‑for‑stock transaction; the registration does not raise cash.

Jet.AI will hold a special meeting to approve the Distribution, the Merger and a Plan Amendment. The filing discloses change‑of‑control cash bonuses of $1,500,000 each for Michael Winston and George Murnane. flyExclusive’s Class A common stock trades on NYSE American as “FLYX”; the last closing price cited is $3.21 per share.

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.