Flyexclusive Inc SEC Filings

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.

flyExclusive, Inc. filed a Form S-8 to register 10,000,000 additional shares of common stock for its employee equity plans. This includes 9,000,000 shares issuable under the 2023 Equity Incentive Plan and 1,000,000 shares under the Employee Stock Purchase Plan, following board approval on September 10, 2025. The filing incorporates by reference the company’s most recent annual report, its latest quarterly reports, specified current reports, and the existing description of its common stock. It also summarizes Delaware law and company provisions that provide indemnification and liability limitations for directors and officers, and lists the governing plan documents and related legal opinions as exhibits.

flyExclusive, Inc. has asked the SEC to withdraw Amendment No. 3 to its registration statement that would have increased the number of Class A common shares registered for resale. The original registration statement covers 10,102,000 shares of Class A common stock for resale, and the withdrawn amendment had sought to add 4,113,500 additional shares. The company states it is withdrawing the amendment because including these additional shares is non-compliant with Rule 413 and confirms that none of the additional shares have been or will be resold under the existing registration. flyExclusive plans to file a new amendment that excludes the additional shares and requests that filing fees for the withdrawn amendment be credited toward future registrations under Rule 457(p).

flyExclusive, Inc. reported that its board of directors approved amendments to its employee equity plans on September 10, 2025. The Employee Stock Purchase Plan share reserve increased from 1.5 million shares of common stock to 2.5 million shares. The 2023 Equity Incentive Plan share reserve increased from 6.0 million shares to 15.0 million shares, expanding the pool available for stock-based awards and incentives. The company stated that, aside from these higher share reserves, no other changes were made to the plans, and the full amendment texts are provided as exhibits.

Gregg S. Hymowitz and EG Sponsor LLC reported a derivative securities purchase on 09/04/2025. The filing shows acquisition of 7,856 warrants with a stated warrant price of $11.50 and an expiration date of December 27, 2028. Each warrant relates to one share of Class A common stock; the table lists 7,856 underlying shares and a price of $0.21. Following the reported transaction, the reporting persons are shown as beneficially owning 4,902,190 shares on an indirect basis. Footnotes describe the ownership chain through EG Sponsor, EnTrust Global entities and affiliates and clarify shared beneficial ownership through managing-member relationships.

FLYX (S-4/A) describes a proposed transaction whereby Jet.AI will distribute SpinCo to its stockholders and then merge SpinCo into flyExclusive, making SpinCo a wholly owned subsidiary of flyExclusive. Jet.AI stockholders are expected to receive publicly traded flyExclusive Class A common stock (Jet.AI stockholders would receive approximately 5% on a fully diluted basis as stated). The Merger requires SpinCo to have at least $12.0 million of Net Cash at closing and includes a $650,000 termination fee plus reimbursement of certain parent expenses if Jet.AI accepts a superior proposal. Two Jet.AI executives would receive $1,500,000 each upon a change of control, and certain PSU awards and Plan Amendment approvals are conditioned on stockholder consent. The filing lists numerous operational, regulatory, financing, integration and market risks and discloses a significant voting concentration: flyExclusive CEO beneficially owns ~64.3% of Class A voting power.