FLYEXCLUSIVE INC.
For the period ended Mar 31, 2026. Filed May 11, 2026.
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A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Mar 31, 2026 · Filed May 11, 2026
FLYX$1.17+14.7%Stored close · as of Nov 6, 2026
What changed in Management’s Discussion and Analysis?
Read the current filingPrevious report: 10-Q
Period ended 2025-09-30; filed 2025-11-12.
0001193125-25-277504
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsCurrent report: 10-Q
Period ended 2026-03-31; filed 2026-05-11.
0001193125-26-216705
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsThe baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.
Compared 219 previous paragraphs and 211 current paragraphs.
142 unchanged; 43 reworded; 23 added; 23 removed; 11 previous and 3 current paragraphs rearranged.
Tables are not compared: 8 previous and 6 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.
A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.
Added paragraphs (23)
Current report
On March 6, 2026, the Company and Volato entered into a Fifth Amendment to the Aircraft Management Services Agreement (the “Fifth Amendment”). Among other things, the Fifth Amendment (i) amended and restated Section 4(f) of the Volato Agreement to establish reciprocal asset options permitting either party, subject to stated conditions, to cause the purchase and sale of designated “Vaunt” or “Non‑Vaunt” assets pursuant to an asset purchase agreement in the form attached as Exhibit A thereto; (ii) provides that the Volato Option may be exercised by Volato Group up to two times in the aggregate, provided that the aggregate purchase price payable for all exercises of the Volato Option will equal and not exceed $2,000,000 (the “Total Purchase Price”), payable in cash, in shares of the Company’s Class A Common Stock valued at volume-weighted average price as of the effective date of the applicable asset purchase agreement, or a combination thereof, at the Company’s discretion; and (iii) includes registration‑rights requiring the Company, if it issues shares of its Class A Common Stock as consideration, to file within 30 days and use commercially reasonable efforts to cause to become effective a registration statement covering the resale of any such shares and to maintain effectiveness until the shares are freely resalable, together with related listing undertakings.
Current report
On March 6, 2026, Volato exercised a portion of the Volato Option, and the Company entered into an Asset Purchase Agreement (the “Purchase Agreement”) with Volato and its wholly owned subsidiaries Volato, Inc. and Fly Vaunt, LLC. Pursuant to the Purchase Agreement, the Company agreed to purchase from Volato, and Volato agreed to sell to the Company, certain assets designated as the “Non-Vaunt Assets” (the “Acquired Assets”). The Acquired Assets include, among other things, the Mission Control private aviation operation software and other specified tangible and intangible property listed on Schedule 1.1(a), certain books and records, intellectual property and related rights listed on Schedule 1.1(d) (including specified copyrights, trademarks, patent applications and related goodwill), certain permits and other rights, and associated goodwill. Assets excluded from the Purchase Agreement include cash and cash equivalents, bank accounts and other excluded assets described in Section 1.3 of the Purchase Agreement.
Current report
The aggregate purchase price was $1,333,333, which the Company paid in 451,901 shares of its Class A Common Stock based on a volume-weighted average price of $2.9505 per share as of the Closing Date, as calculated pursuant to the terms of the Purchase Agreement. Pursuant to the Amendment, each of the Company and Volato retains the right to exercise the Asset Options again to purchase any assets not covered by Volato exercise of the Volato Option for an aggregate purchase price of up to $666,667, which is the balance of the Total Purchase Price less the $1,333,333 purchase price per the Purchase Agreement.
Current report
Cost of revenue
Current report
Selling, general and administrative
Current report
Depreciation and amortization
Current report
Interest income
Current report
Interest expense
Current report
Gain (Loss) on lease termination
Current report
Cost of revenue
Current report
An increase of $0.8 million for aircraft operations expense
Current report
A decrease of $2.1 million for repairs and maintenance expense; and
Current report
Selling, general and administrative
Current report
An increase of $1.2 million in personnel expenses; and
Current report
These increases in expenses are in line with the increase in revenue for the period.
Current report
Depreciation and amortization
Current report
Interest income
Current report
Gain (Loss) on lease termination
Current report
On February 16, 2026, the parties to the Senior Secured Note executed the First Amendment to the Senior Secured Note, effective as of January 26, 2026 (the “Amendment”).
Current report
The Amendment revised the Applicable Rate of interest to mean either (i) a 15.00% annual rate for any period during which the Outstanding Principal Amount equals or exceeds $12,500,000, or (ii) a 13.00% annual rate for any period during which the Outstanding Principal Amount is less than $12,500,000.
Current report
Further, the Amendment eliminated the revolving Advance feature of the Senior Secured Note, provided for $26,542 of certain reimbursable expenses of the Initial Noteholders to be added to the Outstanding Principal amount of the Loans, and revised the amortization to require principal repayments in the amount of $2,400,000 in consecutive quarterly installments on the last day of each of March, June, September, and December, commencing on June 30, 2026.
Current report
March 2025 Series B Preferred Stock and December 2025 Automatic Conversion
Current report
All outstanding shares of Series B Preferred Stock, including those issued in August 2024 and March 2025, automatically converted into 10,394,088 shares of the Company’s Class A Common Stock on December 31, 2025 (the “Automatic Conversion Date”) at a conversion price of $5.00 (“Conversion Price”). As the VWAP on the Trading Day (each as defined in the Series B Certificate of Designation) immediately preceding the Automatic Conversion Date was less than the Conversion Price, the Conversion Rate (as defined in the Series B Certificate of Designation) with respect to each share of Series B Preferred Stock was increased by the requisite number of shares of Class A Common Stock such that the value of the shares of Class A Common Stock issuable in respect of the initial stated value of each share of Series B Preferred Stock equals $1,000.00.
Removed paragraphs (23)
Previous report
Results of Our Operations for the Nine Months Ended September 30, 2025 Compared to the Nine Months Ended September 30, 2024
Previous report
Jet club and charter revenue increased by $20.3 million, or 9.4%, to $236.8 million for the nine months ended September 30, 2025 as compared to the nine months ended September 30, 2024. Jet club and charter flight hours increased by 7.5% and effective hourly rates increased by 1.7% during the nine months ended September 30, 2025 compared to the nine months ended September 30, 2024.
Previous report
Fractional ownership revenue increased by $11.7 million for the nine months ended September 30, 2025 as compared to the nine months ended September 30, 2024 primarily due to fractional membership growth.
Previous report
Cost of revenue increased by $18.7 million, or 8.7%, for the nine months ended September 30, 2025 compared to the nine months ended September 30, 2024, primarily due to:
Previous report
An increase of $6.5 million in overhaul program expense;
Previous report
An increase of $3.4 million for salaries and wage related expense; and
Previous report
An increase of $1.5 million for aircraft management expenses.
Previous report
Selling, general and administrative expenses decreased by $5.9 million, or 8.8%, for the nine months ended September 30, 2025, compared to the nine months ended September 30, 2024. The decrease in selling, general and administrative expenses was primarily attributable to:
Previous report
A decrease of $1.8 million in bad debt expense; and
Previous report
These positive trends reflect the Company's efforts to optimize its workforce and control costs, even as revenue grew for the period.
Previous report
The loss on lease termination increased by $2.3 million for the nine months ended September 30, 2025, compared to the nine months ended September 30, 2024 primarily due to increased impairment on leasehold improvments during the current period.
Previous report
Interest expense decreased by $1.1 million for the nine months ended September 30, 2025, compared to the nine months ended September 30, 2024, primarily as a result of decreased debt.
Previous report
Revenue
Previous report
Costs and expenses
Previous report
Cost of revenue increased by $11.3 million, or 16.6%, for the three months ended September 30, 2025 compared to the three months ended September 30, 2024, primarily due to:
Previous report
An increase of $2.7 million in overhaul program expense;
Previous report
An increase of $2.1 million for salaries and wage related expense;
Previous report
An increase of $1.1 million in aircraft management expenses.
Previous report
An increase of $1.7 million in personnel and training-related expenses.
Previous report
These positive trends reflect the Company's efforts to optimize its workforce as revenue growth outpaced these expenses for the period.
Previous report
Interest expense decreased by $0.6 million for the three months ended September 30, 2025, compared to the three months ended September 30, 2024, primarily as a result of decreased debt at September 30, 2025 compared to September 30, 2024.
Previous report
March 2025 Series B Preferred Stock
Previous report
Short-Term Expenditures
Reworded paragraphs (43)
Previous wording
The following discussion and analysis of our financial condition and results of operations should be read together with our financial statements and related notes included elsewhere in this Report. Management’s discussion and analysis contains forward-looking statements, such as statements of our plans, objectives, expectations, and intentions. Any statements that are not statements of historical fact are forward-looking statements. When used, the words “believe,” “plan,” "anticipate,” "estimate,” “expect” and the like, and/or future tense or conditional constructions (“will,” “may,” “could,” “should,” etc.), or similar expressions, identify these forward-looking statements. These forward-looking statements are subject to risks and uncertainties including those under "Cautionary Note Regarding Forward-Looking Statements" and Item 1A "Risk Factors" elsewhere in this Report and “Risk Factors” in Item 1A of our Annual Report on Form 10-K for the year ended December 31, 2024 and our Quarterly Report on Form 10-Q for the quarter ended March 31, 2025 that could cause actual results or events to differ materially from those expressed or implied by the forward-looking statements in this Report. Our actual results and the timing of events could differ materially from those anticipated in these forward-looking statements as a result of several factors. We do not undertake any obligation to update forward-looking statements to reflect events or circumstances occurring after the filing date of this Report.
Current wording
The following discussion and analysis of our financial condition and results of operations should be read together with our financial statements and related notes included elsewhere in this Report. Management’s discussion and analysis contains forward-looking statements, such as statements of our plans, objectives, expectations, and intentions. Any statements that are not statements of historical fact are forward-looking statements. When used, the words “believe,” “plan,” "anticipate,” "estimate,” “expect” and the like, and/or future tense or conditional constructions (“will,” “may,” “could,” “should,” etc.), or similar expressions, identify these forward-looking statements. These forward-looking statements are subject to risks and uncertainties including those under "Cautionary Note Regarding Forward-Looking Statements" and Item 1A "Risk Factors" elsewhere in this Report and “Risk Factors” in Item 1A of our Annual Report on Form 10-K for the year ended December 31, 2025 that could cause actual results or events to differ materially from those expressed or implied by the forward-looking statements in this Report. Our actual results and the timing of events could differ materially from those anticipated in these forward-looking statements as a result of several factors. We do not undertake any obligation to update forward-looking statements to reflect events or circumstances occurring after the filing date of this Report.
Previous wording
flyExclusive is a premier owner and operator of curated private aviation experiences dedicated to surpassing passenger expectations for quality, convenience, and safety. Our mission is to be the world’s most vertically integrated private aviation company through capital-efficient program growth, an industry-leading pricing model, optimal dispatch availability, in-house training, and a controlled premium customer experience on modernized aircraft. As of September 30, 2025, we had approximately 90 aircraft in our owned and leased fleet that includes light, midsize, super-midsize, and large jets. As one of the nation’s largest Citation operators, flyExclusive has curated a versatile fleet of Citation CJ3 / CJ3+, Citation Excel / XLS / XLS+, Citation Encore+, Citation Sovereign, Citation X, and Challenger 300 / 350 aircraft. We have a long track record of success and growth across a full range of industry services. Our core competitive advantage is the purpose-built, in-house control of decisions and processes needed to operate a successful private aviation company through a range of market environments.
Current wording
As one of the nation’s largest Citation operators, flyExclusive has curated a versatile fleet of Citation CJ3 / CJ3+, Citation Excel / XLS / XLS+, Citation Sovereign, Citation X, and Challenger 300 / 350 aircraft. We have a long track record of success and growth across a full range of industry services. Our core competitive advantage is the purpose-built, in-house control of decisions and processes needed to operate a successful private aviation company through a range of market environments.
Previous wording
Our MRO program services include 24/7 maintenance, interior, and exterior refurbishment services to third parties in addition to maintaining our own fleet. MRO revenue is recognized over time based on the cost of parts and supplies inventory consumed and labor hours worked for each service provided. Any billing for MRO services that exceeds revenue earned to date is included in deferred revenue on the condensed consolidated balance sheets (unaudited).
Current wording
Our MRO program services include 24/7 maintenance, interior, and exterior refurbishment services to third parties in addition to maintaining our own fleet. MRO revenue is recognized over time based on the cost of parts and supplies inventory consumed and labor hours worked for each service provided. Any billing for MRO services that exceeds revenue earned to date is included in deferred revenue on the consolidated balance sheets.
Previous wording
On June 30, 2023, we served WUP a Notice of Termination of the parties’ Fleet Guaranteed Revenue Program Agreement, dated November 1, 2021 (the “GRP Agreement”). As a result of the termination, the GRP program did not generate revenue following the date of the GRP Agreement’s termination, which had a material impact on the financial statements for the year ended December 31, 2023. For some time prior to the termination of the GRP Agreement we were planning, for the strategic reasons of avoiding excessive reliance on a single customer and shifting towards focusing on wholesale and contractual retail customers, to scale down business with WUP, and we had already reflected scaled down revenue accordingly in our publicly disclosed projections. However, the termination of the GRP Agreement will have have a material impact on the financial statements beyond 2023 until we are able to successfully effectuate this planned strategic shift and replace the revenue lost from the termination of the GRP Agreement. Additionally, as of June 27, 2023, WUP accounted for $15.7 million in receivables, which was a significant majority of total receivables at that time. When the GRP Agreement with WUP was terminated on June 30, 2023 the receivable balances were eliminated, as allowable under relevant accounting standards, by being applied against existing deposits held under the GRP Agreement. The GRP Agreement provided for an orderly draw down period of the designated aircraft at a maximum of two aircraft per month. The Company submitted a bill for monies due under the GRP Agreement during the draw down period through July 31, 2024. Billed but unrecorded amounts through September 30, 2025 totaled $59.0 million.
Current wording
On June 30, 2023, we served WUP a Notice of Termination of the parties’ Fleet Guaranteed Revenue Program Agreement, dated November 1, 2021 (the “GRP Agreement”). As a result of the termination, the GRP program did not generate revenue following the date of the GRP Agreement’s termination, which had a material impact on the financial statements for the year ended December 31, 2023. For some time prior to the termination of the GRP Agreement we were planning, for the strategic reasons of avoiding excessive reliance on a single customer and shifting towards focusing on wholesale and contractual retail customers, to scale down business with WUP, and we had already reflected scaled down revenue accordingly in our publicly disclosed projections. However, the termination of the GRP Agreement will have a material impact on the financial statements beyond 2023 until we are able to successfully effectuate this planned strategic shift and replace the revenue lost from the termination of the GRP Agreement. Additionally, as of June 27, 2023, WUP accounted for $15.7 million in receivables, which was a significant majority of total receivables at that time. When the agreement with WUP was terminated on June 30, 2023 the receivable balances were eliminated, as allowable under relevant accounting standards, by being applied against existing deposits held under the GRP Agreement. The GRP Agreement provided for an orderly draw down period of the designated aircraft at a maximum of two aircraft per month. The Company submitted a bill for monies due under the GRP Agreement during the draw down period through July 31, 2024. Billed but unrecorded amounts through March 31, 2026 totaled $59.0 million.
Previous wording
Such termination could have an adverse effect on our business, results of operations, and financial condition if we fail to materially replace the revenue derived from Wheels Up moving forward as expected”in our Annual Report on Form 10-K for the year ended December 31, 2024 and Note 23 "Commitments and Contingencies" of the notes to the condensed consolidated financial statements (unaudited) consolidated financial statements included elsewhere in this Report, for more information on the WUP termination.
Current wording
See the section entitled “Risk Factors — Risks Relating to Our Business and Industry -“On June 30, 2023, we terminated our agreement with Wheels Up that accounted for a significant portion of our total revenues for the years ended December 31, 2022 and 2023. Such termination could have an adverse effect on our business, results of operations, and financial condition if we fail to materially replace the revenue derived from Wheels Up moving forward as expected”in our Annual Report on Form 10-K for the year ended December 31, 2025 and Note 22 "Commitments and Contingencies" of the notes to the condensed consolidated financial statements (unaudited) included elsewhere in this Report, for more information on the WUP termination.
Previous wording
During the fourth quarter of 2023, we began the process of modernizing our fleet. Our plan is to sell a portion of our fleet that is older and replace those aircraft with newer models, which will grant our customers access to newer aircraft. In connection with this effort, through the nine months ended September 30, 2025, we recorded a portion of the fleet as being held for sale. We expect the fleet modernization to continue through fiscal 2025 and do not anticipate a material decline to revenue as we will replace sold models with the newer aircraft which offer increased availability and operating efficiency.
Current wording
During the fourth quarter of 2023, we began the process of modernizing our fleet. Our plan is to sell a portion of our fleet that is older and replace those aircraft with newer models, which will grant our customers access to newer aircraft. In connection with this effort, through the three months ended March 31, 2026, we recorded a portion of the fleet as being held for sale. We expect the fleet modernization to continue through fiscal 2026 and do not anticipate a material decline to revenue as we will replace sold models with the newer aircraft which offer increased availability and operating efficiency.
Previous wording
In addition to financial measures, we regularly review certain key operating metrics to evaluate our business, determine the allocation of resources, and make decisions regarding business strategies. We believe that these metrics can be useful for understanding the underlying trends in our business. Pursuant to the Volato Agreement, effective September 1, 2024, the Company operated certain legacy Volato aircraft under the Volato certificate during the current period. The Company also provided services to Volato legacy members and fractional owners. As a result, we have included the aircraft on Volato's certificate, hours flown on those aircraft, and the members and fractional owners in the operating metrics below for completeness.
Current wording
In addition to financial measures, we regularly review certain key operating metrics to evaluate our business, determine the allocation of resources, and make decisions regarding business strategies. We believe that these metrics can be useful for understanding the underlying trends in our business. The Company also provided services to Volato legacy members and fractional owners. As a result, we have included the aircraft on Volato's certificate, hours flown on those aircraft, and the members and fractional owners in the operating metrics below for completeness.
Previous wording
We define members per aircraft as members contributing to revenues divided by aircraft contributing to revenues. We use members per aircraft to control the customer experience through the management of our customer to aircraft ratio. For the nine months ended September 30, 2025, 96.7% of our customers were fulfilled on our fleet without the potential high-cost of reliance of third parties to meet demand. An optimal customer to aircraft ratio allows us to gain a competitive advantage by having sufficient aircraft available to meet member demand and be flexible to backfill unused aircraft for wholesale use.
Current wording
We define members per aircraft as members contributing to revenues divided by aircraft contributing to revenues. We use members per aircraft to control the customer experience through the management of our customer to aircraft ratio. For the three months ended March 31, 2026, 97.8% of our customers were fulfilled on our fleet without the potential high-cost of reliance of third parties to meet demand. An optimal customer to aircraft ratio allows us to gain a competitive advantage by having sufficient aircraft available to meet member demand and be flexible to backfill unused aircraft for wholesale use.
Previous wording
We derive revenue from charter flights, which include our jet club, fractional programs, wholesale, and retail. We also derive revenue from our MRO services and management fees related to the Volato Agreement.
Current wording
We derive revenue from charter flights, which include our jet club, fractional programs, wholesale, and retail. We also derive revenue from our MRO services.
Previous wording
Other expense consists of dividend income, realized gain/loss on sales of investment securities, gain/loss on lease termination, and state tax payments.
Current wording
Other expense consists of dividend income, realized gain/loss on sales of investment securities, and state tax payments.
Previous wording
Jet club and charter revenue increased by $10.7 million, or 15.4%, to $80,330, for the three months ended September 30, 2025 as compared to the three months ended September 30, 2024. Jet club and charter flight hours increased by 13.1% and effective hourly rates increased by 2.0% during the three months ended September 30, 2025 compared to the three months ended September 30, 2024.
Current wording
Jet club and charter revenue increased by $6.1 million, or 7.9%, to $83.1 million for the three months ended March 31, 2026 as compared to the three months ended March 31, 2025. The increase was attributable to the 3.9% increase in Jet club and charter flight hours and 3.8% increase in effective hourly rates during the three months ended March 31, 2026 compared to the three months ended March 31, 2025.
Previous wording
Fractional ownership revenue increased by $3.0 million for the three months ended September 30, 2025 as compared to the three months ended September 30, 2024 due to fractional membership growth.
Current wording
Fractional ownership revenue increased by $2.3 million for the three months ended March 31, 2026 as compared to the three months ended March 31, 2025, primarily due to fractional membership growth.
Previous wording
Maintenance, repair, and overhaul revenue increased by $1.6 million for the three months ended September 30, 2025 as compared to the three months ended September 30, 2024 due to an increase in external services for outside customers.
Current wording
Maintenance, repair, and overhaul revenue increased by $0.2 million for the three months ended March 31, 2026 as compared to the three months ended March 31, 2025, primarily due to an increase in external services for outside customers.
Previous wording
Aircraft management services revenue increased by $1.2 million for the nine months ended September 30, 2025 as a result of the Company providing certain aircraft management services for third-party aircraft owners under the Volato Agreement, which was entered into in September 2024.
Current wording
Aircraft management services revenue decreased by $0.4 million for the three months ended March 31, 2026 as compared to the three months ended March 31, 2025 ,as a result of the Company providing certain aircraft management services to a lower number of aircraft owners under the Volato Agreement, which was entered into in September 2024.
Previous wording
Depreciation and amortization expenses increased by $0.4 million or 6.5% for the three months ended September 30, 2025 compared to the three months ended September 30, 2024. The increase was primarily due to an increase in amortization related to finance leases.
Current wording
Cost of revenue increased by $0.4 million, or 0.6%, for the three months ended March 31, 2026 compared to the three months ended March 31, 2025, primarily due to:
Previous wording
An increase of $2.4 million in personnel and training-related expenses.
Current wording
An increase of $2.4 million in fuel expense;
Previous wording
An increase of $7.0 million for affiliate lift expense;
Current wording
An increase of $0.5 million for affiliate lift expense;
Previous wording
An increase of $1.3 million in fuel expenses; and
Current wording
A decrease of $1.3 million in lease expense.
Previous wording
Selling, general and administrative expenses decreased by $0.5 million, or 2.4%, for the three months ended September 30, 2025 compared to the three months ended September 30, 2024. The decrease in selling, general and administrative expenses was primarily attributable to:
Current wording
Selling, general and administrative expenses increased by $1.7 million, or 8.2%, for the three months ended March 31, 2026, compared to the three months ended March 31, 2025. The increase in selling, general and administrative expenses was primarily attributable to:
Previous wording
A decrease of $6.6 million in professional fees, advertising and marketing costs;
Current wording
An increase of $0.6 million in professional fees, advertising and marketing costs.
Previous wording
Depreciation and amortization expenses decreased by $0.8 million, or 3.9%, for the nine months ended September 30, 2025, compared to the nine months ended September 30, 2024. The decrease was primarily due to a decrease in depreciation expense resulting from a decrease in owned aircraft.
Current wording
Depreciation and amortization expenses decreased by $1.1 million, or 17.1%, for the three months ended March 31, 2026, compared to the three months ended March 31, 2025. The decrease was primarily due to a decrease in depreciation expense resulting from a decrease in owned aircraft.
Previous wording
(Gain) loss on aircraft sales and aircraft held for sale changed by $8.2 million for the nine months ended September 30, 2025, compared to the nine months ended September 30, 2024, as a result of the favorable environment for selling aircraft for the nine months ended September 30, 2025 as compared to the nine months ended September 30, 2024.
Current wording
(Gain) loss on aircraft sales and aircraft held for sale changed by $2.0 million for the three months ended March 31, 2026, compared to the three months ended March 31, 2025, as a result of a less favorable environment for selling aircraft for the three months ended March 31, 2026 as compared to the three months ended March 31, 2025.
Previous wording
Interest income decreased by $0.8 million for the three months ended September 30, 2025, compared to the three months ended September 30, 2024, primarily as a result of a decrease in interest income from U.S. Treasury bills as well as sales of investment securities during 2025.
Current wording
Interest income decreased by $0.5 million for the three months ended March 31, 2026, compared to the three months ended March 31, 2025, primarily as a result of a decrease in interest income from U.S. Treasury Bills as well as sales of investment securities during 2025.
Previous wording
The loss on lease termination increased by $2.2 million for the three months ended September 30, 2025 compared to the three months ended September 30, 2024 primarily due to increased impairment on leasehold improvements during the current period.
Current wording
The (loss) on lease termination increased by $0.3 million for the three months ended March 31, 2026, compared to the three months ended March 31, 2025, primarily due to increased impairment on leasehold improvements during the current period.
Previous wording
The change in fair value of warrant liabilities changed by $4.3 million for the three months ended September 30, 2025, compared to the three months ended September 30, 2024, primarily due to changes in the observable inputs, such as the trading price of our Class A Common Stock, by which the Public Warrants and Private Placement Warrants are valued.
Current wording
Change in fair value of warrant liabilities changed by $0.7 million for the three months ended March 31, 2026 compared to the three months ended March 31, 2025, primarily due to changes in the observable inputs such as the trading price of our Class A Common Stock, by which the Public Warrants and Private Placement Warrants are valued.
Previous wording
The loss on extinguishment of debt increased by $4.2 million for the nine months ended September 30, 2025, compared to the nine months ended September 30, 2024 as a result of the exchange of the EGA Sponsor Note in exchange for additional shares of Series B Preferred Stock in the first quarter of 2025.
Current wording
The loss on extinguishment of debt decreased by $4.2 million for the three months ended March 31, 2026 compared to the three months ended March 31, 2025 as a result of the exchange of the EGA Sponsor Note for additional shares of Series B Preferred Stock in the first quarter of 2025.
Previous wording
In December 2023, we issued $15.7 million in principal amount of senior secured notes in a private offering. These notes were originally due on December 1, 2024, but the maturity date of the notes has been extended to January 1, 2027. The notes were issued with a stated rate of 14% and interest is payable monthly in arrears. At maturity, the full principal amount will be due, along with any accrued unpaid interest. The Company is using the $15.7 million to fund aircraft purchases.
Current wording
In December 2023, we issued $15.7 million in principal amount of senior secured notes in a private offering. These notes were originally due on December 1, 2024, but the maturity date of the notes has been extended to January 1, 2027. The notes were issued with a stated rate of 14% and interest is payable monthly in arrears. At maturity, the full principal amount will be due, along with any accrued unpaid interest. The Company used the $15.7 million to fund aircraft purchases.
Previous wording
The Senior Secured Note covers borrowings of an aggregate principal amount of up to approximately $25.8 million, up to $25.0 million of which is to finance the purchase or refinancing of aircraft relating to the Company’s fractional ownership program (the “Revolving Loan”). The Senior Secured Note matures on January 26, 2026 (the “Maturity Date”), at which time the aggregate outstanding principal amount and all accrued and unpaid interest (including accrued and unpaid fees and expenses) shall be due and payable.
Current wording
The Senior Secured Note covers borrowings of an aggregate principal amount of up to approximately $25.8 million, up to $25.0 million of which is to finance the purchase or refinancing of aircraft relating to the Company’s fractional ownership program (the “Revolving Loan”). The Senior Secured Note originally matured on January 26, 2026, which was extended to January 26, 2028 (the “Maturity Date”) pursuant to the First Amendment to the Note (discussed in more detail below), at which time the aggregate outstanding principal amount and all accrued and unpaid interest (including accrued and unpaid fees and expenses) shall be due and payable.
Previous wording
On March 4, 2024 (the “Effective Date” or the “Initial Issue Date”), the Company entered into a Securities Purchase Agreement (the “Agreement”) with EnTrust Emerald (Cayman) LP, a Cayman Islands limited partnership (the “Purchaser”), pursuant to which the Company agreed to issue and sell to the Purchaser 25,000 shares of Series A Non-Convertible Redeemable Preferred Stock, par value $0.0001 per share (the “Series A Preferred Stock”), at a purchase price of $1,000 per share and a warrant (the “Warrant”) to purchase shares of the Company’s Class A common stock, par value $0.0001 per share (the “Common Stock”). The transaction closed on the Effective Date and provided the Company approximately $25 million of capital.
Current wording
On March 4, 2024 (the “Effective Date” or the “Initial Issue Date”), the Company entered into a Securities Purchase Agreement (the “Agreement”) with EnTrust Emerald (Cayman) LP, a Cayman Islands limited partnership (the “Purchaser”), pursuant to which the Company agreed to issue and sell to the Purchaser 25,000 shares of Series A Non-Convertible Redeemable Preferred Stock, par value $0.0001 per share (the “Series A Preferred Stock”), at a purchase price of $1,000 per share and a warrant (the “Warrant”) to purchase shares of the Company’s Class A Common Stock. The transaction closed on the Effective Date and provided the Company approximately $25 million of capital.
Previous wording
On August 8, 2024 the Company entered into a Securities Purchase Agreement (the “Agreement”) with EnTrust Emerald (Cayman) LP, a Cayman Islands limited partnership (“EnTrust”), and the EGA Sponsor (collectively with EnTrust, the “Purchasers”) (related parties of the Company through its affiliation with the EGA Sponsor), pursuant to which the Company agreed to issue and sell to the Purchasers an aggregate of 25,510 shares of Series B Convertible Preferred Stock, par value $0.0001 per share (the “Series B Preferred Stock”), and Series B Penny Warrants to purchase, in the aggregate, up to 5,000,000 shares of the Company’s Class A common stock, par value $0.0001 per share (the “Common Stock”). The Company issued 20,408 shares of Series B Preferred Stock and a Series B Penny Warrant to purchase up to 4,000,000 shares of Common Stock to EnTrust on the Initial Closing Date and received gross proceeds of approximately $20.4 million. Pursuant to and subject to the terms and conditions of the Agreement, on August 14, 2024 (the "Subsequent Closing Date"), the Company (i) issued the remaining 5,102 shares of Series B Preferred Stock and a Warrant to purchase up to 1,000,000 shares of Common Stock to EG Sponsor and received additional gross proceeds of approximately $5.1 million.
Current wording
On August 8, 2024 the Company entered into a Securities Purchase Agreement (the “Agreement”) with EnTrust Emerald (Cayman) LP, a Cayman Islands limited partnership (“EnTrust”), and the EGA Sponsor (collectively with EnTrust, the “Purchasers”) (related parties of the Company through its affiliation with the EGA Sponsor), pursuant to which the Company agreed to issue and sell to the Purchasers an aggregate of 25,510 shares of Series B Convertible Preferred Stock, par value $0.0001 per share (the “Series B Preferred Stock”), and Series B Penny Warrants to purchase, in the aggregate, up to 5,000,000 shares of the Company’s Class A Common Stock. The Company issued 20,408 shares of Series B Preferred Stock and a Series B Penny Warrant to purchase up to 4,000,000 shares of Common Stock to EnTrust on the Initial Closing Date and received gross proceeds of approximately $20.4 million. Pursuant to and subject to the terms and conditions of the Agreement, on August 14, 2024 (the "Subsequent Closing Date"), the Company (i) issued the remaining 5,102 shares of Series B Preferred Stock and a Warrant to purchase up to 1,000,000 shares of Common Stock to EG Sponsor and received additional gross proceeds of approximately $5.1 million. All of the shares of Series B Preferred Stock, including those issued in March 2025 (see below) converted pursuant to its terms into 10,394,088 shares of the Company’s Class A Common Stock on December 31, 2025.
Previous wording
The duration of our leases varies from two to 30 years, and the leases are generally operating leases. Our vehicle leases are typically month-to-month and are classified as short-term leases.
Current wording
The duration of our leases varies from two to thirty years. Our vehicle leases are typically month-to-month and are classified as short-term leases.
Previous wording
We currently anticipate that cash required for expenditures for the next 12 months is approximately $144.9 million, which includes accounts payable of $33.3 million, accrued expenses and other current liabilities of $29.8 million, long-term notes payable, current portion of $25.0 million, short-term notes payable of $9.7 million, long-term notes payable - related party, current portion of $25.7 million, non-cancellable lease payments of $21.5 million and excise tax payable of $1.2 million. We plan to refinance contractual principal payments that comprise the short-term debt liability as they become due. As stated above, we have maintained a positive relationship with our debtholders and have not historically had any difficulty refinancing our debt obligations. Based on our historical experience and the fact that we have not suffered any decline in creditworthiness, we expect that our cash on hand and cash earnings will enable us to secure the necessary refinancing to meet our cash requirements for the next 12 months. The accounts payable, accrued expenses, and lease liabilities will be settled using a combination of cash generated by operations, sale of investments, and incremental borrowing activity, if necessary.
Current wording
We currently anticipate that cash required for expenditures for the 12 months after the date of this Report is approximately $149.0 million, which includes accounts payable of $37.4 million, other current liabilities of $35.4 million, short-term notes payable of $7.4 million, long-term notes payable - related party, current portion of $21.0 million, long-term notes payable, current portion of $25.7 million and non-cancellable lease payments of $22.1 million. We plan to refinance contractual principal payments that comprise the short-term debt liability as they become due. As stated above, we have maintained a positive relationship with our debtholders and have not historically had any difficulty refinancing our debt obligations. Based on our historical experience and the fact that we have not suffered any decline in creditworthiness, we expect that our cash on hand and cash earnings will enable us to secure the necessary refinancing. The accounts payable, accrued expenses, and lease liabilities will be settled using a combination of cash generated by operations, sale of investments, and incremental borrowing activity, if necessary.
Previous wording
Net cash used in operating activities for the nine months ended September 30, 2024 was $54.4 million, resulting from our net loss of $85.0 million, adjusted for $19.3 million of depreciation and amortization, $0.8 million in amortization of contract costs, $1.1 million in non-cash interest expense, $15.8 million in non-cash rent expense, a $4.9 million loss on aircraft held for sale, a $2.1 million increase in the provision for credit losses, a $0.4 million change in fair value of a Private Placement Warrant liability, a $4.0 million change in the fair value of the Public Warrant liability, and a $13.5 million decrease from net changes in operating assets and liabilities, partially offset by a $2.1 million change in non-cash interest income and a $2.2 million change in the fair value of Penny Warrant liability. The $13.5 million outflow from operating assets and liabilities is primarily due to a $1.8 million decrease from other receivables, a $0.8 million decrease from parts and supplies inventory, a $16.0 million decrease from operating lease liabilities, a $4.1 million decrease from accounts payable, a $2.9 million decrease from other current liabilities, and a $0.7 million decrease in accounts receivable, partially offset by a $6.3 million increase from deferred revenue, a $6.4 million increase from other non-current liabilities, and a $0.3 million increase from prepaid and other current assets.
Current wording
Net cash used in operating activities for the three months ended March 31, 2026 was $0.6 million, resulting from our net loss of $13.4 million, adjusted for $5.2 million of depreciation and amortization, $5.0 million in non-cash rent expense, $0.8 million loss on aircraft sales and aircraft held for sale, $1.2 million change in fair value of warrant liabilities, $1.6 million of stock based compensation, and a $0.2 million decrease from net changes in operating assets and liabilities. The $0.2 million outflow from operating assets and liabilities is primarily due to a $1.0 million decrease in amounts due from related parties, a $0.7 million decrease in other receivables, a $0.8 million decrease from prepaid and other current assets, a $4.9 million decrease from operating lease liabilities, a $1.1 million decrease in other current liabilities, and $7.1 million decrease from deferred revenue, partially offset by a $6.9 million increase in accounts payable, a $6.3 million increase in other non-current liabilities, and a $3.2 million increase in notes receivable - related parties.
Previous wording
Net cash used in operating activities for the nine months ended September 30, 2025 was $10.3 million, resulting from our net loss of $60.2 million, adjusted for $19.7 million of depreciation and amortization, $2.2 million in non-cash interest expense, $16.5 million in non-cash rent expense, $2.1 million loss on lease termination, $4.2 million loss on extinguishment of debt, $2.8 million of stock based compensation, $0.2 realized loss on investment securities, $0.6 million change in the fair value of private placement warrant liability, a $0.4 million change in the fair value of public warrant liability and a $1.1 million change in the fair value of penny warrant liability, partially offset by a $3.9 million increase from net changes in operating assets and liabilities, and a $3.3 million gain on assets held for sale. The $3.9 million inflow from operating assets and liabilities is primarily due to a $0.8 million decrease from accounts receivable, a $1.2 million decrease from other receivables, a $0.4 million decrease in parts and supplies inventory, a $4.2 million decrease from prepaid and other current assets, a $16.3 million decrease from operating lease liabilities, offset by a $1.4 million increase in amounts due from related parties, a $13.0 million increase from accounts payable, a $3.1 million increase from deferred revenue, and a $9.4 million increase in other non-current liabilities.
Current wording
Net cash used in operating activities for the three months ended March 31, 2025 was $10.5 million, resulting from our net loss of $23,047, $6.3 million of depreciation and amortization, $0.6 million in non-cash interest income, $1.5 million in non-cash interest expense, $5.6 million in non-cash rent expense, $4.2 million loss on extinguishment of debt, $1.1 million of stock based compensation and $3.9 million decrease from net changes in operating assets and liabilities, partially offset by $1.2 million gain on assets held for sale, $0.3 million change in the fair value of private placement warrant liability, and $0.2 million change in the fair value of public warrant liability. The $3.9 million outflow from operating assets and liabilities is primarily due to a $0.6 million decrease from accounts receivable, $5.3 million decrease from operating lease liabilities, $2.4 million decrease from other current liabilities and $2.2 million decrease from deferred revenue, partially offset by a $0.5 million increase from prepaid and other current assets, $3.3 million increase from accounts payable, $2.9 million increase in other non-current liabilities and $0.5 million increase in amounts due from related parties.
Previous wording
Net cash provided by investing activities for the nine months ended September 30, 2024 was $22.1 million, primarily due to proceeds from the sale of property and equipment of $28.5 million, proceeds from the sale of investments of $57.4 million, and the paydown of notes receivable of $15.0 million. Partially offsetting the increase in net cash provided by investing activities were purchases of property and equipment of $14.7 million, purchases of engine overhauls of $18.4 million, and purchases of investments of $45.5 million.
Current wording
Net cash used in investing activities for the three months ended March 31, 2026 was $14.9 million, primarily due to purchases of property and equipment of $13.7 million, purchases of engine overhauls of $8.1 million, and purchases of investments of $4.8 million. Partially offsetting the increase in net cash used in investing activities were proceeds from the sale of property and equipment of $8.3 million and proceeds from the sale of investments of $3.9 million.
Previous wording
Net cash provided by investing activities for the nine months ended September 30, 2025 was $78.5 million, primarily due to proceeds from the sale of property and equipment of $47.0 million, and proceeds from the sale of investments of $80.0 million. Partially offsetting the increase in net cash provided by investing activities were purchases of property and equipment of $14.9 million, purchases of engine overhauls of $17.8 million, and purchases of investments of $15.5 million.
Current wording
Net cash provided by investing activities for the three months ended March 31, 2025 was $66.1 million, primarily due to proceeds from the sale of property and equipment of $19.2 million, and proceeds from the sale of investments of $72.3 million. Partially offsetting the increase in net cash provided by investing activities were purchases of property and equipment of $4.1 million, purchases of engine overhauls of $5.4 million, and purchases of investments of $15.4 million.
Previous wording
Net cash provided by financing activities for the nine months ended September 30, 2024 was $39.4 million, resulting primarily from proceeds from debt of $71.4 million to fund purchases of property and equipment, and proceeds from the issuance of preferred equity of $29.8 million. Partially offsetting the increase in net cash provided by financing activities was repayment of debt of $50.3 million, payment of debt issuance costs of $4.0 million, and net cash distributions to noncontrolling interests of $7.6 million.
Current wording
Net cash provided by financing activities for the three months ended March 31, 2026 was $4.8 million, resulting primarily from $8.7 million in proceeds from the issuance of debt, and $17.1 million in proceeds from the issuance of equity. Partially offsetting the increase in net cash provided by financing activities was repayment of debt of $19.6 million, and repayment of finance lease of $1.3 million.
Previous wording
Net cash used in financing activities for the nine months ended September 30, 2025 was $81.1 million, resulting primarily from repayment of debt of $84.1 million, net cash distributions to noncontrolling interests of $22.4 million, payment of debt issuance costs of $2.0 million and repayment of finance lease of $3.9 million. Partially offsetting the decrease in net cash used in financing activities was proceeds from the issuance of equity of $5.8 million and proceeds from the issuance of debt of $25.8 million.
Current wording
Net cash used in financing activities for the three months ended March 31, 2025 was $72.6 million, resulting primarily from repayment of debt of $67.0 million and net cash distributions to non-controlling interests of $11.3 million. Partially offsetting the decrease in net cash used in financing activities was proceeds from the issuance of preferred equity of $5.8 million and proceeds from the issuance of debt of $0.3 million.
Previous wording
Our principal commitments consist of contractual cash obligations under our borrowings with banks, and operating leases for certain controlled aircraft, corporate headquarters, and operational facilities, including aircraft hangars. Our obligations under our borrowing arrangements are described in Note 16 "Debt" and for further information on our leases, see Note 17 "Leases" of the accompanying consolidated financial statements included elsewhere in this Report.
Current wording
Our principal commitments consist of contractual cash obligations under our borrowings with banks, and operating leases for certain controlled aircraft, corporate headquarters, and operational facilities, including aircraft hangars. Our obligations under our borrowing arrangements are described in Note 15 "Debt" and for further information on our leases, see Note 16 "Leases" of the accompanying condensed consolidated financial statements (unaudited) included elsewhere in this Report.
Previous wording
There were no significant changes to the Company's critical accounting policies during the nine months ended September 30, 2025 as compared with those disclosed within Part II, Item 7 — “Management’s Discussion and Analysis of Financial Conditions and Results of Operations - Critical Accounting Policies and Estimates” included in our Annual Report on Form 10-K for the year ended December 31, 2024, aside from those included below:
Current wording
There were no significant changes to the Company's critical accounting policies during the three months ended March 31, 2026 as compared with those disclosed within Part II, Item 7 — “Management’s Discussion and Analysis of Financial Conditions and Results of Operations - Critical Accounting Policies and Estimates” included in our Annual Report on Form 10-K for the year ended December 31, 2025, aside from those included below:
Showing the first 40 of 43 pairs. Open the source sections for the rest.
Rearranged current paragraphs (3)
Current report — wording carried from elsewhere
Change in fair value of warrant liabilities
Current report — wording carried from elsewhere
Change in fair value of warrant liabilities
Current report — wording carried from elsewhere
Equity and Noncontrolling Interests" (the "Series A Penny Warrants"), and (iv) warrants issued on August 8, 2024, August 14, 2024, and March 21, 2025 in connection with the August 2024 and March 2025 Series B Preferred Stock offerings and the March 2025 note conversion as described within Note 23 "Stockholders' Equity (Deficit), Temporary Equity and Noncontrolling Interests" (the "Series B Penny Warrants," together with the Series A Penny Warrants, the "Penny Warrants," and together with the Public Warrants, the Private Placement Warrants and the Series A Penny Warrants, the "Warrants").
Rearranged previous paragraphs (11)
Previous report — wording carried elsewhere
See the section entitled “Risk Factors — Risks Relating to Our Business and Industry -“On June 30, 2023, we terminated our agreement with Wheels Up that accounted for a significant portion of our total revenues for the years ended December 31, 2022 and
Previous report — wording carried elsewhere
Members contributing to revenues are defined as the number of contractual retail members - club, fractional, and partnership members - that contributed to revenues during the reporting period.
Previous report — wording carried elsewhere
The following table sets forth our results of operations for the nine months ended September 30, 2025 and 2024 (in thousands, except percentages):
Previous report — wording carried elsewhere
Maintenance, repair, and overhaul revenue increased by $2.5 million for the nine months ended September 30, 2025 as compared to the nine months ended September 30, 2024 primarily due to an increase in external services for outside customers.
Previous report — wording carried elsewhere
Interest income decreased by $2.3 million for the nine months ended September 30, 2025, compared to the nine months ended September 30, 2024, primarily as a result of a decrease in interest income from U.S. Treasury bills as well as sales of investment securities during 2025.
Previous report — wording carried elsewhere
Change in fair value of warrant liabilities changed by $0.1 million for the nine months ended September 30, 2025, compared to the nine months ended September 30, 2024, primarily due to changes in the observable inputs such as the trading price of our Class A Common Stock, by which the Public Warrants and Private Placement Warrants are valued.
Previous report — wording carried elsewhere
Aircraft management services revenue decreased by $0.1 million for the three months ended September 30, 2025 due to the Company providing fewer aircraft management services for third-party aircraft owners under the Volato Agreement which was entered into in September 2024.
Previous report — wording carried elsewhere
We expect our revenue to increase over time as a result of adding aircraft to our fleet and forecasted membership growth.
Previous report — wording carried elsewhere
An increase of $3.9 million for affiliate lift expense;
Previous report — wording carried elsewhere
While expenses increased, the gross margin improved when compared to revenue for the respective periods, primarily as a result of the realization of benefits associated with the Company's fleet modernization efforts.
Previous report — wording carried elsewhere
A decrease of $2.5 million in professional fees, advertising and marketing costs; and