FLYEXCLUSIVE INC.
For the period ended Dec 31, 2025. Filed Mar 5, 2026.
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FY2025 · Filed Mar 5, 2026
FLYX$1.11-4.3%Stored close · as of Nov 10, 2026
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Item 15. Exhibits and Financial Statement Schedules
| EXHIBIT NO. · DESCRIPTION · FILED HEREWITH · FORM · EXHIBIT · FILING DATE | ||||
|---|---|---|---|---|
| 1.1 | Underwriting Agreement, dated January 9, 2026, by and between the Company and Lucid Capital, LLC. | 8-K | 10.1 | 1/9/2026 |
| 2.1* | Equity Purchase Agreement, dated as of October 17, 2022, by and among LGM Enterprises LLC, EGA Acquisition Corp., EG Sponsor LLC, the Existing Equityholder Representative and the Existing Equityholders listed on Annex A thereto. | 8-K | 2.1 | 10/18/2022 |
| 2.2 | Amendment No. 1 to Equity Purchase Agreement, dated as of April 21, 2023, by and among LGM Enterprises, LLC, EG Acquisition Corp. and the LGM Existing Equityholders listed on Annex A of the Equity Purchase Agreement. | 8-K | 2.1 | 4/21/2023 |
| 2.3.1 | Amended and Restated Agreement and Plan of Merger and Reorganization, dated May 6, 2025, by and among flyExclusive, Inc., FlyX MergerSub, Jet.AI Inc. and Jet.AI SpinCo, Inc. | 8-K | 10.1 | 5/6/2025 |
| 2.3.2 | Amendment No. 1 dated July 30, 2025, to Amended and Restated Agreement and Plan of Merger and Reorganization, dated May 6, 2025, by and among flyExclusive, Inc., FlyX MergerSub, Jet.AI Inc. and Jet.AI SpinCo, Inc. | 8-K | 10.1 | 7/30/2025 |
| 2.3.3 | Amendment No. 2 dated October 10, 2025, to Amended and Restated Agreement and Plan of Merger and Reorganization, dated May 6, 2025, by and among flyExclusive, Inc., FlyX MergerSub, Inc., Jet.AI Inc. and Jet.AI SpinCo, Inc. | 8-K | 10.1 | 10/15/2025 |
| 2.3.4 | Amendment No. 3 dated January 13, 2026, to Amended and Restated Agreement and Plan of Merger and Reorganization, dated May 6, 2025, by and among flyExclusive, Inc., FlyX MergerSub, Inc., Jet.AI Inc. and Jet.AI SpinCo, Inc. | 8-K | 10.1 | 1/14/2026 |
| 2.3.5 | Amendment No. 4 dated February 11, 2026, to Amended and Restated Agreement and Plan of Merger and Reorganization, dated May 6, 2025, by and among flyExclusive, Inc., FlyX MergerSub, Inc., Jet.AI Inc. and Jet.AI SpinCo, Inc. | 8-K | 10.1 | 2/13/2026 |
| 3.1 | Second Amended and Restated Certificate of Incorporation of EG Acquisition Corp. | 8-K | 3.1 | 1/3/2024 |
| 3.2 | Bylaws of flyExclusive, Inc. | 8-K | 3.2 | 1/3/2024 |
| 3.3 | Certificate of Designation of Series A Non-Convertible Redeemable Preferred Stock, filed with the Delaware Secretary of State on March 4, 2024. | 8-K | 3.1 | 3/7/2024 |
| 3.4 | Certificate of Designation of Series B Convertible Preferred Stock, filed with the Delaware Secretary of State on August 8, 2024. | 8-K | 3.1 | 8/12/2024 |
| 3.5 | Certificate of Amendment to Certificate of Designation of Series B Convertible Preferred Stock, filed with the Delaware Secretary of State on March 21, 2025. | 10-K | 3.5 | 3/24/2025 |
| 4.1 | Warrant Agreement, dated May 25, 2021, between EG Acquisition Corp. and Continental Stock Transfer & Trust Company, as warrant agent. | 8-K | 4.1 | 6/1/2021 |
| 4.2 | Form of Warrant issued March 4, 2024. | 8-K | 4.1 | 3/7/2024 |
| 4.3 | Form of Warrant issued August 8, 2024 | 8-K | 4.1 | 8/12/2024 |
| 4.4 | Form of Warrant issued March 21, 2025. | 10-K | 4.4 | 3/24/2025 |
| 4.5 | Description of Capital Stock. | 10-K | 4.5 | 3/24/2025 |
| 10.1 | Stockholders’ Agreement, dated as of December 27, 2023 by and among EG Acquisition Corp., Thomas James Segrave, Jr., the Existing Equityholders listed therein and EG Sponsor LLC. | 8-K | 10.1 | 1/3/2024 |
| 10.2 | Amended and Restated Registration Rights Agreement, dated as of December 27, 2023, by and among EG Acquisition Corp., EG Sponsor LLC, EnTrust Emerald (Cayman) LP, ETG FE LLC, ETG Omni LLC, EnTrust Magnolia Partners LP, and other parties thereto | 8-K | 10.2 | 1/3/2024 |
| 10.3 | Tax Receivable Agreement, dated as of December 27, 2023, by and among EG Acquisition Corp., LGM Enterprises, LLC, Thomas James Segrave, Jr., as TRA Holder Representative, and the TRA Holders named therein. | 8-K | 10.3 | 1/3/2024 |
| 10.4 | Amended and Restated Operating Agreement of LGM Enterprises, LLC. | 8-K | 10.4 | 1/3/2024 |
| 10.5* | Senior Subordinated Convertible Note, dated as of October 17, 2022, by and among LGM Enterprises, LLC, as the Borrower, Entrust Emerald (Cayman) LP, as the Initial Noteholder, any noteholders party thereto from time to time and EG Acquisition Corp. | 8-K | 10.1 | 10/18/2022 |
| 10.6* | Senior Secured Note, dated December 1, 2023, by and among LGM Enterprises LLC, FlyExclusive Jet Share, LLC, ETG FE LLC, Kroll Agency Services Limited, as administrative agent and Kroll Trustee Services Limited, as collateral agent. | 8-K | 10.6 | 1/3/2024 |
| 10.7† | Form of Director and Officer Indemnification Agreement. | 8-K | 10.7 | 1/3/2024 |
| 10.8† | Executive Employment Agreement by and between LGM Enterprises, LLC and Thomas James Segrave, Jr., effective April 1, 2023. | 8-K | 10.8 | 1/3/2024 |
| 10.9.1† | flyExclusive Inc. 2023 Equity Incentive Plan. | 10.10 | 1/3/2024 | |
| 10.9.2† | Amendment to the flyExclusive Inc. 2023 Equity Incentive Plan | 8-K | 10.2 | 9/15/2025 |
| 10.9.3† | Amendment to the flyExclusive Inc. 2023 Equity Incentive Plan. | 8-K | 10.1 | 12/30/2025 |
| 10.10.1† | flyExclusive Inc. Employee Stock Purchase Plan. | 10.11 | 1/3/2024 | |
| 10.10.2† | Amendment to the flyExclusive Inc. Employee Stock Purchase Plan | 8-K | 10.1 | 9/15/2025 |
| 10.10.3† | Amendment to the flyExclusive Inc. Employee Stock Purchase Plan. | 8-K | 10.2 | 12/30/2025 |
| 10.11 | Master Note between Exclusive Jets, LLC as Borrower, and The Northern Trust Company as Lender, dated as of March 15, 2023. | 10.12 | 1/3/2024 | |
| 10.12 | Sublease Agreement, dated January 1, 2021, by and between Kinston Jet Center, LLC and Exclusive Jets, LLC. | 10.13 | 1/3/2024 | |
| 10.13 | Form of Letter Agreement among the Registrant, EG Sponsor LLC and each of the executive officers and directors of the Registrant (incorporated by reference to the Registrant’s amendment to its Registration Statement on Form S-1/A, filed with the SEC on May 11, 2021). | S-1/A | 10.1 | 5/11/2021 |
| 10.14 | Form of Non-Redemption Agreement, dated December 26, 2023, by and among the Company, LGM, Mr. Segrave and an unaffiliated third party investor. | 8-K | 10.1 | 12/27/2023 |
| 10.15* | Form of Warrant Exchange Agreement, dated December 26, 2023, by and between the Company and various Holders. | 8-K | 10.2 | 12/27/2023 |
| 10.16.1* | Senior Secured Note, dated January 26, 2024, by and among FlyExclusive Jet Share, LLC, flyExclusive, Inc., LGM Enterprises, LLC, ETG FE LLC, as initial noteholder, any noteholders party thereto from time to time, Kroll Agency Services, Limited, as administrative agent and Kroll Trustee Services, Limited, as collateral agent | 8-K | 10.1 | 2/1/2024 |
| 10.16.2 | First Amendment to Senior Secured Note, dated February 16, 2026, by and among flyExclusive, Inc., FlyExclusive Jet Share, LLC, LGM Enterprises, LLC, ETG FE LLC, Kroll Agency Services, Limited, and Kroll Trustee Services, Limited. | 8-K | 10.1 | 2/18/2026 |
| 10.17 | Security Agreement, dated January 26, 2024, by FlyExclusive Jet Share, LLC in favor of Kroll Trustee Services, Limited, as collateral agent. | 8-K | 10.2 | 2/1/2024 |
| 10.18 | Securities Purchase Agreement, dated March 4, 2024, by and between flyExclusive, Inc. and the Purchaser named therein. | 8-K | 10.1 | 3/7/2024 |
| 10.19 | Securities Purchase Agreement, dated August 8, 2024, by and between flyExclusive, Inc. and the Purchasers named therein. | 8-K | 10.1 | 8/12/2024 |
| 10.20.1 | Aircraft Management Services Agreement, dated September 2, 2024. | 8-K | 10.1 | 9/3/2024 |
| 10.20.2 | Fourth Amendment to Aircraft Management Services Agreement, effective as of October 1, 2025, by and between flyExclusive, Inc. and Volato Group, Inc. | 8-K | 10.1 | 10/7/2025 |
| 10.21† | Employment Agreement, dated September 26, 2024, by and between Exclusive Jets, LLC and Brad Garner. | 8-K | 10.1 | 9/27/2024 |
| 10.22† | Employment Agreement, dated September 26, 2024, by and between Exclusive Jets, LLC and Matthew Lesmeister. | 8-K | 10.2 | 9/27/2024 |
| 10.23† | Employment Agreement, dated September 26, 2024, by and between Exclusive Jets, LLC and Michael Guina. | 8-K | 10.3 | 9/27/2024 |
| 10.24 | First Amendment to Senior Secured Note, effective as of December 1, 2024, by and among LGM Enterprises LLC, Fly Exclusive JetShare, LLC, ETG FE LLC, Kroll Agency Services Limited, as administrative agent, and Kroll Trustee Services Limited, as collateral agent. | 8-K | 10.1 | 12/6/2024 | |
| 10.25 | Securities Purchase Agreement, effective as of March 7, 2024, by and between flyExclusive, Inc. and the Purchaser named therein. | 8-K | 10.1 | 3/24/2025 | |
| 10.26 | Second Amendment to Senior Secured Note, effective as of December 31, 2024, by and among LGM Enterprises LLX, Fly Exclusive JetShare, LLC, ETG FE LLC, Kroll Agency Services Limited, as administrative agent. | 10-K | 10.26 | 3/24/2025 | |
| 10.27 | Securities Purchase Agreement, dated as of March 21, 2025, between flyExclusive, Inc. and the Purchaser named therein. | 10-K | 10.27 | 3/24/2025 | |
| 10.28 | Separation and Distribution Agreement, dated February 13, 2025, by and among flyExclusive, Inc., Jet.AI Inc., and Jet.AI SpinCo, Inc. | 8-K | 10.1 | 2/19/2025 | |
| 10.29 | Form of Support Agreement. | 8-K | 10.2 | 2/19/2025 | |
| 10.30 | Waiver Letter, dated July 25, 2025. | 8-K | 10.1 | 7/28/2025 | |
| 19 | Insider Trading Policy | 10-K | 19 | 3/24/2025 | |
| 21.1 | List of Subsidiaries. | 8-K | 21.1 | 01/3/2024 | |
| 23.1 | Consent of Elliott Davis, PLLC. | X | |||
| 31.1 | Certification of the Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | X | |||
| 31.2 | Certification of the Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | X | |||
| 32.1 | Certification of the Chief Executive Officer and the President and Principal Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. | X | |||
| 97 | flyExclusive Compensation Recovery Policy | 10-K | 97 | 5/1/2024 | |
| 101 | Financial Statements from the Annual Report on Form 10-K of flyExclusive, Inc. for the year ended December 31, 2023, filed May 1, 2024, formatted in Inline XBRL:i) Consolidated Balance Sheets ii) Consolidated Statements of Operations and Comprehensive Lossiii) Consolidated Statements of Stockholders' Equity (Deficit) and Temporary Equityiv) Consolidated Statements of Cash Flows | X | |||
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | ||||
- Certain information, schedules and exhibits to this Exhibit have been omitted pursuant to Item 601(a)(5) or Item 601(b)(10)(iv), as applicable, of Regulation S-K. The Registrant agrees to furnish supplemental copies of all omitted exhibits and schedules to the Securities and Exchange Commission upon its request
† Indicates a management contract or compensatory plan.
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