FLYEXCLUSIVE INC.

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, 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,” “intend,” “anticipate,” “target,” “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 “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

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.

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 sheet.

Previous wording

On October 1, 2025, the Company and Volato entered into the Amendment to the Volato Agreement. Pursuant to the Amendment, Volato granted the Company the right to purchase from Volato certain aviation-related assets and assume certain obligations 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 below), if consummated, would constitute a change of control under the Amendment, triggering the beginning of the exercise date of the flyExclusive Option as March 31, 2026. In addition, the term of the Volato Agreement (the “Term”) was extended to the sooner of (i) September 1, 2026, (ii) the consummation of the asset purchase agreement applicable to the Asset Options, subject to an exercise of either of the Asset Options or (iii) the consummation of the merger (or any substantially similar transaction) of Volato and M2i Global, Inc. (the “Volato Merger”) pursuant to an Agreement and Plan of Merger among them, dated as of July 28, 2025, subject to the exercise of the Merger Option. In consideration for the Amendment, including the transfer of assets envisioned by the flyExclusive Option and the settlement of certain outstanding accounts between Volato and the Company, and the grant by Volato to the Company of certain additional rights, the Company will pay Volato $4.1 million, $2.1 million of which was payable on the date of the Amendment. The Company may pay, in its discretion, some or all of the consideration in cash or shares of its Class A Common Stock. The Company elected to pay all of the $2.1 million in shares of its Class A Common Stock and issued an aggregate of 432,099 shares to Volato in October 2025.

Current wording

On October 1, 2025, the Company and Volato entered into the Amendment to the Volato Agreement. Pursuant to the Amendment, Volato granted the Company the right to purchase from Volato certain aviation-related assets and assume certain obligations 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”). In consideration for the Amendment, including the transfer of assets envisioned by the flyExclusive Option and the settlement of certain outstanding accounts between Volato and the Company, and the grant by Volato to the Company of certain additional rights, the Company will pay Volato $4.1 million, $2.1 million of which was paid in the form of 432,099 shares of the Company's Class A Common Stock in October 2025. 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 below), if consummated, would constitute a change of control under the Amendment, triggering the beginning of the exercise date of the flyExclusive Option as of March 31, 2026. In addition, the term of the Volato Agreement (the “Term”) was extended to the sooner of (i) September 1, 2026, (ii) the consummation of the asset purchase agreement applicable to the Asset Options, subject to an exercise of either of the Asset Options or (iii) the consummation of the merger (or any substantially similar transaction) of Volato and M2i Global, Inc. (the “Volato Merger”) pursuant to an Agreement and Plan of Merger among them, dated as of July 28, 2025, subject to the exercise of the Merger Option. Given the lack of a complete consummation of the asset purchase agreement applicable to the Asset Options or the consummation of the Volato Merger, the Term currently is effective until September 1, 2026.

Previous wording

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 wording

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.

Previous wording

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 wording

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) of the Purchase Agreement, certain books and records, intellectual property and related rights listed on Schedule 1.1(d) of the Purchase Agreement (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.

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 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.

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, we have, in previous periods, and may in the future, record 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

As of March 31, 2026, we had applied for $9.5 million and received $9.0 million of ERC. Our legal counsel has issued a legal opinion that we, more likely than not, qualified for the ERC. However, it remains uncertain whether we meet the qualifications required to receive the ERC. Therefore, the balance was included in accrued expenses and other current liabilities in the consolidated balance sheets should we be required to potentially repay the ERC.

Current wording

As of June 30, 2026, we had applied for $9.5 million and received $9.0 million of ERC. Our legal counsel has issued a legal opinion that we, more likely than not, qualified for the ERC. However, it remains uncertain whether we meet the qualifications required to receive the ERC. Therefore, the balance was included in accrued expenses and other current liabilities in the consolidated balance sheet should we be required to potentially repay the ERC.

Previous wording

We calculate Adjusted EBITDA as net income (loss) adjusted for (i) interest (income) expense, (ii) income tax expense, (iii) depreciation and amortization, (iv) litigation costs, (v) acquisition costs, (vi) equity-based compensation, (vii) non-cash loss on assets held for sale, which represents the impairment charges recognized on assets designated for sale prior to their disposal, (viii) realized losses on aircraft sold as part of fleet modernization efforts, (ix) loss on extinguishment of debt, (x) change in fair value of warrant liabilities, and (xi) SOX control remediation. We calculate Adjusted EBITDAR as Adjusted EBITDA, as further adjusted for aircraft lease costs.

Current wording

We calculate Adjusted EBITDA as net income (loss) adjusted for (i) interest (income) expense, (ii) income tax expense, (iii) depreciation and amortization, (iv) litigation costs, (v) acquisition costs, (vi) equity-based compensation, (vii) non-cash loss on assets held for sale, which represents the impairment charges recognized on assets designated for sale prior to their disposal, (viii) realized losses on aircraft sold as part of fleet modernization efforts, (ix) loss on extinguishment of debt, (x), loss on abandoned projects, (xi) change in fair value of warrant liabilities, and (xii) SOX control remediation. We calculate Adjusted EBITDAR as Adjusted EBITDA, as further adjusted for aircraft lease costs.

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 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.

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 six months ended June 30, 2026, 97.9% 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

Interest income consists of interest earned on municipal bond funds and U.S. Treasury bills.

Current wording

Interest income consists of interest earned on municipal bond funds, certificates of deposit and U.S. Treasury bills.

Previous wording

Other expense consists of dividend income, realized gain/loss on sales of investment securities, and state tax payments.

Current wording

Other expense consists of realized gain/loss on sales of investment securities, income/loss on abandoned projects, commission income and state tax payments.

Previous wording

An increase of $2.4 million in fuel expense;

Current wording

An increase of $10.7 million in fuel expense, primarily as a result of increased costs driven by the war in Iran;

Previous wording

A decrease of $1.3 million in lease expense.

Current wording

A decrease of $2.5 million in lease expense; and

Previous wording

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.

Current wording

While expenses increased, the gross margin improved from 13.9% for the six months ended June 30, 2025 to 20.1% for the six months ended June 30, 2026, primarily as a result of the realization of benefits associated with the Company's fleet modernization efforts.

Previous 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.

Current wording

(Gain) loss on aircraft sales and aircraft held for sale changed by $2.7 million for the six months ended June 30, 2026, compared to the six months ended June 30, 2025, as a result of the favorable environment for selling aircraft for the six months ended June 30, 2025 as compared to the six months ended June 30, 2026.

Previous 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.

Current wording

Interest income decreased by $0.7 million for the six months ended June 30, 2026, compared to the six months ended June 30, 2025, primarily as a result of the liquidation of the investments in securities portfolio period over period.

Previous 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.

Current wording

The (loss) on lease termination increased by $0.3 million for the six months ended June 30, 2026, compared to the six months ended June 30, 2025, primarily due to impairment on leasehold improvements associated with disposed aircraft in the current period.

Previous 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.

Current wording

Change in fair value of warrant liabilities changed by $0.7 million for the six months ended June 30, 2026, compared to the six months ended June 30, 2025, due to changes in the observable inputs by which the Public Warrants and Private Placement Warrants are valued.

Previous 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.

Current wording

The loss on extinguishment of debt decreased by $4.2 million for the six months ended June 30, 2026 compared to the six months ended June 30, 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

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.

Current wording

Jet club and charter revenue increased by $16.0 million, or 20.2%, to $95,499, for the three months ended June 30, 2026 as compared to the three months ended June 30, 2025. Jet club and charter flight hours increased by 9.0% and effective hourly rates increased by 10.3% during the three months ended June 30, 2026 compared to the three months ended June 30, 2025.

Previous 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.

Current wording

Fractional ownership revenue increased by $2.5 million for the three months ended June 30, 2026 as compared to the three months ended June 30, 2025 due to an increase in fractional membership.

Previous 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.

Current wording

Maintenance, repair, and overhaul revenue increased by $1.5 million for the three months ended June 30, 2026 as compared to the three months ended June 30, 2025 due to an increase in external services for outside customers.

Previous 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.

Current wording

Aircraft management services revenue decreased by $0.3 million for the three months ended June 30, 2026 as compared to the three months ended June 30, 2025 as a result of the Company providing certain aircraft management services to a lower number of aircraft owners under the Volato Agreement.

Previous wording

An increase of $0.5 million for affiliate lift expense;

Current wording

A decrease of $1.2 million for affiliate lift expense;

Previous 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:

Current wording

Selling, general and administrative expenses increased by $2.0 million, or 9.8%, for the three months ended June 30, 2026 compared to the three months ended June 30, 2025. The increase in selling, general and administrative expenses in absolute terms was primarily attributable to:

Previous wording

An increase of $0.6 million in professional fees, advertising and marketing costs.

Current wording

A decrease of $0.7 million in professional fees, advertising, marketing costs, and training expenses.

Previous 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.

Current wording

Depreciation and amortization expenses decreased by $0.3 million or 5.5% for the three months ended June 30, 2026 compared to the three months ended June 30, 2025. The decrease was primarily due to an decrease in depreciation expense resulting from a decrease in owned aircraft.

Previous wording

Our principal sources of liquidity have historically consisted of financing activities, including proceeds from equity investments by our chief executive officer, Thomas James Segrave Jr., notes payable, and operating activities, primarily from the increase in deferred revenue associated with prepaid flights. As of March 31, 2026, we had $18.7 million of cash and cash equivalents. In addition, as described below, in January 2024 we entered into a senior secured note to borrow up to $25.8 million and as described below, in March 2024, we issued non-convertible redeemable Series A preferred stock that provided the Company with approximately $25.0 million of capital, and in August 2024, we issued convertible Series B preferred stock that provided the Company with approximately $25.5 million of capital. Our cash equivalents primarily consist of liquid money market funds, and our investments primarily consist of fixed-income securities including municipal issues.

Current wording

Our principal sources of liquidity have historically consisted of financing activities, including proceeds from equity investments by our chief executive officer, Thomas James Segrave Jr., as well as sales of Class A Common Stock, notes payable, and operating activities, primarily from the increase in deferred revenue associated with prepaid flights. As of June 30, 2026, we had $14.2 million of cash and cash equivalents. In addition, as described below, in January 2024 we entered into a senior secured note to borrow up to $25.8 million and as described below, in March 2024, we issued non-convertible redeemable Series A preferred stock that provided the Company with approximately $25.0 million of capital, and in August 2024, we issued convertible Series B preferred stock that provided the Company with approximately $25.5 million of capital. Our cash equivalents primarily consist of liquid money market funds, and our investments primarily consist of fixed-income securities including municipal issues.

Previous 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.

Current wording

We currently anticipate that cash required for expenditures for the 12 months after the date of this Report is approximately $146.6 million, which includes accounts payable of $40.4 million, other current liabilities of $33.9 million, short-term notes payable of $6.9 million, long-term notes payable - related party, current portion of $19.5 million, long-term notes payable, current portion of $24.4 million, and non-cancellable lease payments of $21.5 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 and incremental borrowing activity, if necessary.

Previous 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.

Current wording

Net cash provided by operating activities for the six months ended June 30, 2026 was $2.1 million, resulting from our net loss of $24.8 million, adjusted for $11.4 million of depreciation and amortization, $0.9 million in non-cash interest expense, $9.9 million in non-cash rent expense, $1.5 million loss on aircraft sales and aircraft held for sale, $3.3 million of stock based compensation, and a $0.7 million increase from net changes in operating assets and liabilities, partially offset by $1.4 million change in the fair value of warrant liabilities . The $0.7 million inflow from operating assets and liabilities is primarily due to a $9.8 million increase in accounts payable, a $8.6 million increase in other non-current liabilities, and a $3.3 million decrease in notes receivable - related parties, partially offset by a $9.8 million decrease in operating lease liabilities, $2.9 decrease in deferred revenue, a $2.6 million decrease in other current liabilities, $2.1 million increase in accounts receivable, and $1.4 million increase in parts and supplies inventory.

Previous 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.

Current wording

Net cash used in operating activities for the six months ended June 30, 2025 was $10.1 million, resulting from our net loss of $39.2 million, $12.0 million of depreciation and amortization, $1.7 million in non-cash interest expense, $11.2 million in non-cash rent expense, $4.2 million loss on extinguishment of debt, $2.0 million of stock based compensation and $0.6 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, $0.2 million change in the fair value of public warrant liability and $0.3 million change in the fair value of penny warrant liability. The $0.6 million outflow from operating assets and liabilities is primarily due to a $0.7 million decrease from accounts receivable, $0.8 million decrease from other receivables, $0.7 million decrease in parts and supplies inventory, $2.5 million decease from prepaid and other current assets, a $11.0 million decrease from operating lease liabilities, and $5.2 million decrease from deferred revenue, partially offset by a $1.4 million increase in amounts due from related parties, $12.0 million increase from accounts payable and $6.4 million increase in other non-current liabilities.

Previous 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.

Current wording

Net cash used in investing activities for the six months ended June 30, 2026 was $17.8 million, primarily due to purchases of property and equipment of $19.1 million, purchases of engine overhauls of $14.1 million, and purchases of investments of $4.9 million, partially offset by proceeds from the sale of property and equipment of $15.8 million, and proceeds from the sale of investments of $4.9 million.

Previous 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.

Current wording

Net cash provided by investing activities for the six months ended June 30, 2025 was $81.9 million, primarily due to proceeds from the sale of property and equipment of $31.5 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 $4.1 million, purchases of engine overhauls of $9.6 million, and purchases of investments of $15.5 million.

Previous 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.

Current wording

Net cash provided by financing activities for the six months ended June 30, 2026 was $0.6 million, resulting primarily from proceeds from the issuance of common stock of $20.7 million, proceeds from the issuance of debt of $13.7 million, and proceeds from the failed sale-leaseback of aircraft of $4.7 million. Partially offsetting the increase in net cash used in financing activities was repayment of debt of $29.7 million, net cash distributions to noncontrolling interests of $4.1 million, principal payments of finance leases of $2.9 million and payment of debt issuance costs of $1.9 million.

Previous 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.

Current wording

Net cash used in financing activities for the six months ended June 30, 2025 was $87.7 million, resulting primarily from repayment of debt of $79.4 million and net cash distributions to noncontrolling interests of $16.6 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 $3.5 million.

Previous 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:

Current wording

There were no significant changes to the Company's critical accounting policies during the six months ended June 30, 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:

Previous wording

As of March 31, 2026, the Company has the following warrants issued, (i) the Public Warrants initially included in the EGA units issued in EGA's initial public offering, (ii) the warrants of EGA held by EG Sponsor LLC (the “EGA Sponsor”) that were issued to the EGA Sponsor at the closing of EGA's initial public offering (the "Private Placement Warrants,"), (iii) warrants issued on March 4, 2024 in connection with the Series A Preferred Stock offering as described within Note 23 "Stockholders’ Equity (Deficit), Temporary

Current wording

As of June 30, 2026, the Company has the following warrants issued, (i) the Public Warrants initially included in the EGA units issued in EGA's initial public offering, (ii) the warrants of EGA held by EG Sponsor LLC (the “EGA Sponsor”) that were issued to the EGA Sponsor at the closing of EGA's initial public offering (the "Private Placement Warrants,"), (iii) warrants issued on March 4, 2024 in connection with the Series A Preferred Stock offering as described within Note 22 "Stockholders’ Equity (Deficit), Temporary 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 22 "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").

Previous wording

The Company accounts for its common and preferred stock subject to possible redemption in accordance with the guidance in ASC 480. Common and preferred stock subject to mandatory redemption (if any) is classified as a liability instrument and is measured at fair value. Conditionally redeemable common and preferred stock (including common stock that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within our control) is classified as temporary equity. At all other times, common stock is classified as stockholders’ equity. Our Series A Preferred Stock and Series B Preferred Stock (as defined within Note 23 "Stockholders’ Equity (Deficit), Temporary Equity and Noncontrolling Interests") feature certain redemption rights that are considered to be outside of our control and subject to the occurrence of uncertain future events. All shares of our Series B Preferred Stock converted into shares of our Class A Common Stock on December 31, 2025. Accordingly, 25,000 shares of Series A Preferred Stock and 0 shares of Series B Preferred Stock subject to possible redemption are presented at redemption value as temporary equity, outside of the stockholders’ equity section of our balance sheet at March 31, 2026.

Current wording

The Company accounts for its common and preferred stock subject to possible redemption in accordance with the guidance in ASC 480. Common and preferred stock subject to mandatory redemption (if any) is classified as a liability instrument and is measured at fair value. Conditionally redeemable common and preferred stock (including common stock that features redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within our control) is classified as temporary equity. At all other times, common stock is classified as stockholders’ equity. Our Series A Preferred Stock and Series B Preferred Stock (as defined within Note 22 "Stockholders’ Equity (Deficit), Temporary Equity and Noncontrolling Interests") feature certain redemption rights that are considered to be outside of our control and subject to the occurrence of uncertain future events. All shares of our Series B Preferred Stock converted into shares of our Class A Common Stock on December 31, 2025. Accordingly, 25,000 shares of Series A Preferred Stock and 0 shares of Series B Preferred Stock subject to possible redemption are presented at redemption value as temporary equity, outside of the stockholders’ equity section of our balance sheet at June 30, 2026.