FLYEXCLUSIVE INC.

Evaluation of Disclosure Controls and Procedures

The Company’s management, with the participation of its principal executive officer and principal financial officer, evaluated the effectiveness of its disclosure controls and procedures as of December 31, 2025. The term “disclosure controls and procedures,” as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act, means controls and other procedures of a company that are designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized, and reported, within the time periods specified in the rules and forms promulgated by the Securities and Exchange Commission (the “SEC”). Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is accumulated and communicated to the company’s management, including its principal executive and principal financial officers, as appropriate to allow timely decisions regarding required disclosure. Management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving their objectives, and management necessarily applies its judgment in evaluating the cost-benefit relationship of possible controls and procedures.

Based on their evaluation, management concluded that, at the end of the period covered by this report, our disclosure controls and procedures were not effective due to material weaknesses in the Company’s internal control over financial reporting as described below.

Nevertheless, based on the performance of additional procedures by management designed to ensure reliability of financial reporting, management has concluded that, notwithstanding the material weaknesses described below, the financial statements, and other financial information included in this report, fairly present, in all material respects, the financial condition, results of operations, and cash flows of the Company as of the dates, and for the periods presented, in conformity with U.S. GAAP.

Management’s Report on Internal Control Over Financial Reporting

Management is responsible for establishing and maintaining adequate internal control over financial reporting, as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act. Internal control over financial reporting is a process designed by, or under the supervision of, the Company’s principal executive and principal financial officers (who are our Chief Executive Officer and Chief Financial Officer) and effected by the Company’s board of directors, management, and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. Because of its inherent limitations, internal control over financial reporting might not prevent or detect misstatements.

Management (with the participation of our principal executive officer and principal financial officer) conducted an evaluation of the effectiveness of its internal control over financial reporting based on the framework in Internal Control - Integrated Framework (2013)issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on this evaluation, management concluded that during the periods presented in the consolidated financial statements at and as of December 31, 2025, our internal control over financial reporting was not effective due to material weaknesses in the Company’s internal control over financial reporting as described below.

A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of our annual or interim financial statements would not be prevented or detected on a timely basis.

Remediated Material Weaknesses

As previously disclosed in our Annual Report on Form 10-K for the year ended December 31, 2024, management identified the following material weaknesses in our internal control over financial reporting, which were remediated as of December 31, 2025:

•

The Company did not design and maintain formal and effective controls over information technology general controls (“ITGCs”) for IT systems that are relevant to the preparation of the financial statements.

•

The Company did not design and maintain adequate segregation of duties consistent with control objectives for key information technology systems that support financial reporting processes.

Remediation Efforts

During the year ended December 31, 2025, the Company continued its remediation plan to address the underlying causes associated with the above-mentioned material weaknesses in the information technology control environment and segregation of duties ("SOD"). The Company’s remediation efforts included the following:

•

We designed, implemented, and operated ITGCs over key systems relevant to financial reporting, including refinement of our IT risk and controls matrix and the mapping of IT controls to key systems. These controls addressed governance, access management, information security, authentication, IT operations, and change management.

•

We formalized company-wide IT policies, including our IT standard operating procedures (“SOP”), IT risk assessment plan, incident response plan, disaster recovery plan, software development life cycle policy, and others.

•

We enhanced our cybersecurity and IT security posture, including deployment of device and domain protections, conducting breach and attack simulations, and implementing other security measures.

•

We completed IT security reviews and risk analyses of the third-party vendors that maintain our key information systems that support financial reporting processes.

•

We enhanced our internal IT and development teams with key hires and engaged external experts to complement internal resources as needed.

•

We completed a review of the organizational structure of the finance and IT functions and implemented changes to address SOD and clarify roles and responsibilities.

•

We evaluated administrator and user access and performed IT security and access review audits for financially significant systems and infrastructure to verify that system access was properly restricted, that privileges reflected current job responsibilities and SOD, and that access was provisioned according to the IT SOP.

Remaining Material Weaknesses

As previously disclosed in our Annual Report on Form 10-K for the year ended December 31, 2024, and continuing to exist for the year ended December 31, 2025, management identified the following material weaknesses in our internal control over financial reporting:

•

The Company did not design and maintain formal accounting policies, procedures, and controls to achieve complete, accurate, and timely financial accounting, reporting, and disclosures, including controls over the preparation and review of account reconciliations and journal entries.

•

The Company did not maintain a sufficient complement of personnel possessing the appropriate technical accounting competency, training, and experience to address, review, and record financial reporting transactions under U.S. GAAP.

Remediation Plan

The Company continues to work to strengthen its internal control over financial reporting and is committed to maintaining a strong internal control environment and remediating the material weaknesses described above. In the year ended December 31, 2025, the Company made considerable progress in executing the remediation plan. The Company implemented process and control improvements company-wide to address the underlying causes associated with the above-mentioned material weaknesses in the overall control environment. These remediation efforts will continue into fiscal year 2026. The Company’s remediation efforts include the following:

•

We implemented a repeatable framework to address management’s assessment of internal control over financial reporting, including refinement of our Sarbanes-Oxley (“SOX”) program which includes scoping and mapping of key business cycles to our financial statement line items, establishing materiality levels, risk assessment activities, and other governance considerations.

•

We are in the process of evaluating our current processes, policies, and procedures for all business cycles to identify opportunities to enhance the design and effectiveness of processes and controls supporting internal control over financial reporting. This includes ongoing efforts to design and implement effective financial and entity level controls and maintain sufficient controls documentation such as risk and control matrices and process flowcharts to support the Company’s control framework.

•

We implemented a close management software platform to streamline our close and reporting process, along with other system enhancements to improve the completeness, accuracy, and timeliness of our financial accounting, reporting, and disclosures.

•

We updated and formalized documentation of certain accounting policies throughout the year.

•

We executed a quarterly SOX controls certification process and other monitoring protocols to support the Company's internal control review process and to regularly assess whether there are any significant changes in internal controls or other matters that could impact financial reporting.

•

We have significantly enhanced our existing accounting, finance, and compliance functions over the past two years with the hiring of additional internal resources with the requisite background and knowledge of the application of U.S. GAAP, financial reporting, SEC reporting, capital structuring, internal controls, and compliance. These functions, including finance leadership, have remained stable with limited turnover in fiscal 2025.

•

We enhanced our processes in accounting for and documenting our positions related to accounting policies and complex accounting transactions and topics throughout the year.

•

We engaged external experts to complement internal resources and to provide support related to more complex applications of U.S. GAAP, financial reporting, and valuations, as needed. We will continue to utilize outside resources, as necessary, in fiscal year 2026 to supplement our internal team.

In addition to implementing and refining the above activities, we expect to engage in additional activities in fiscal year 2026 including:

•

We will continue to evaluate the realignment of existing personnel and the addition of both internal and external resources to strengthen management’s review and documentation over internal control over financial reporting. As needed, we intend to hire qualified resources with the requisite background and knowledge to assist with accounting and financial reporting.

•

We will continue to assess the specific training needs for newly hired and existing personnel and intend to deliver additional training programs designed to uphold our internal control standards.

•

We will continue to review our current processes, procedures and systems to identify opportunities to enhance the design of our financial reporting controls and ITGCs.

•

We will develop protocols to validate the operating effectiveness of certain controls over financial reporting to gain assurance that such controls are present and functioning as designed.

•

We will continue to report regularly to the audit committee on the progress and results of the remediation plan, including the identification, status, and resolution of internal control material weaknesses and deficiencies.

The Company believes these actions will be effective in remediating the material weaknesses described above. As the Company continues to evaluate and work to improve its internal control over financial reporting, management may take additional measures to address the material weaknesses or modify the remediation plan described above. Until the remediation actions set forth above are fully implemented and operating for a sufficient period of time, the material weaknesses described above will continue to exist.

Changes in Internal Control Over Financial Reporting

Except for the remediation efforts described above, management determined that, as of December 31, 2025, there were no changes in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f)) that occurred during the quarter then ended that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.