FLYEXCLUSIVE INC. Reports Material Definitive Agreement

TL;DR

FLYEXCLUSIVE INC. just filed an 8-K for a material definitive agreement on unregistered equity sales.

AI Summary

On October 1, 2025, FLYEXCLUSIVE INC. (FLYX) entered into a material definitive agreement related to unregistered sales of equity securities. The company, incorporated in Delaware, operates in the air transportation sector and is headquartered in Kinston, NC.

Why It Matters

This filing indicates a significant transaction involving the sale of equity securities, which could impact the company's capital structure and future operations.

Risk Assessment

Risk Level: medium — Material definitive agreements and unregistered sales of equity can introduce financial and operational risks, depending on the terms and scale of the transaction.

Key Players & Entities

• FLYEXCLUSIVE INC. (company) — Registrant
• 2860 Jetport Road, Kinston, NC 28504 (location) — Principal executive offices and mail address
• October 1, 2025 (date) — Date of earliest event reported
• EG Acquisition Corp. (company) — Former company name

FAQ

Key Financial Figures

• $11.50 — Common Stock at an exercise price of $11.50 per share FLYX WS NYSE American LLC
• $4.1 m — nal rights, the Company will pay Volato $4.1 million, $2.1 million of which was payabl
• $2.1 million — e Company will pay Volato $4.1 million, $2.1 million of which was payable on the date of the

Filing Documents

• flyx-20251001.htm (8-K) — 61KB
• flyx-ex10_1.htm (EX-10.1) — 494KB
• flyx-ex99_1.htm (EX-99.1) — 16KB
• 0001193125-25-232729.txt ( ) — 796KB
• flyx-20251001.xsd (EX-101.SCH) — 54KB
• flyx-20251001_htm.xml (XML) — 6KB

01 Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement. As previously reported, on September 2, 2024, flyExclusive, Inc. (the "Company") entered into an Aircraft Management Services Agreement (as amended, the "Volato Agreement") with Volato Group, Inc. ("Volato"). Pursuant to the Volato Agreement, Volato engaged the Company as an independent contractor to provide certain aircraft management services and agreed that the Company will be the exclusive provider of such services to Volato. Under the terms of the Volato Agreement, the Company manages flight operations, sales, and expenses of Volato's fleet. As part of the Volato Agreement, Volato granted the Company an option to acquire Volato via merger with and into a wholly owned subsidiary of the Company, subject to required consents and approvals by both Volato and the Company (the "Merger Option"). On October 1, 2025, the Company and Volato entered into a Fourth Amendment to Aircraft Management Services Agreement (the "Amendment"). Pursuant to the Amendment, Volato granted the Company the right to purchase from Volato certain aviation-related assets and assume certain obligations of Volato related to aviation-related assets (the "flyExclusive Option"), and the Company granted Volato the right to sell to the Company certain aviation-related assets and assign certain obligations of Volato (the "Volato Option," and collectively with the flyExclusive Option, the "Asset Options"). The Volato Option is exercisable by Volato beginning on the effective date of the Amendment and ends on the earlier of (i) the end of the Term (defined below), (ii) the day immediately prior to the beginning of the exercise period of the flyExclusive Option, and (iii) the completion of the Merger Option. The flyExclusive Option is exercisable by the Company beginning six months following the completion of any change of control of Volato and will expire simultaneously with the end of the Term (as defined below). The Volato Merger (as defined b

02. Unregistered Sales of Equity Securities

Item 3.02. Unregistered Sales of Equity Securities. The information contained in Item 1.01 of this Current Report on Form 8-K is incorporated in this Item 3.02 by reference. The 432,099 shares of Class A common stock to be issued as consideration as described in this Current Report on Form 8-K were offered and will be sold to Volato in reliance upon exemption from the registration requirements under Section 4(a)(2) under the Securities Act of 1933, as amended. 2

01. Financial Statement and Exhibits

Item 9.01. Financial Statement and Exhibits. (d) Exhibits. Exhibit No. Document 10.1 Fourth Amendment to Aircraft Management Services Agreement, effective as of October 1, 2025, by and between flyExclusive, Inc. and Volato Group, Inc. 99.1 Press Release, Dated October 7, 2025 104 Cover Page Interactive Data File (embedded within the Inline XBRL document). 3 SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. Dated: October 7, 2025 FLYEXCLUSIVE, INC. By: /s/ Thomas James Segrave, Jr. Name: Thomas James Segrave, Jr. Title: Chief Executive Officer and Chairman 4

View Full Filing

View this 8-K filing on SEC EDGAR