Form 4: FlyExclusive Director & 10% Owner Boosts Warrant Holdings

A director and 10% owner of FlyExclusive Inc. has increased their beneficial ownership of the company's warrants through a series of purchases in late August 2025.

Summary

• Gregg Hymowitz, a Director and 10% Owner of FlyExclusive Inc. (FLYX), along with EG Sponsor LLC, reported multiple purchases of derivative securities (warrants).
• The warrants have an exercise price of $11.50 and are set to expire on December 27, 2028.
• On August 22, 2025, 60,091 warrants were purchased at a weighted average price of $0.1479, with prices ranging from $0.145 to $0.160.
• On August 25, 2025, 109,996 warrants were purchased at a weighted average price of $0.1546, with prices ranging from $0.150 to $0.160.
• On August 26, 2025, 20,005 warrants were purchased at a weighted average price of $0.17, with prices ranging from $0.165 to $0.170.
• Following these transactions, the reporting persons beneficially own 4,879,269 warrants indirectly.
• The transactions were made pursuant to a contract, instruction, or written plan intended to satisfy the affirmative defense conditions of Rule 10b5-1(c).

Sentiment

Score: 7

Explanation: The insider purchases of warrants, especially by a director and 10% owner, generally indicate confidence in the company's future prospects and stock price appreciation. While warrants are speculative, the consistent buying suggests a positive outlook from a key insider.

Positives

• Increased insider ownership of warrants indicates confidence in the future stock price exceeding the warrant exercise price of $11.50.
• The purchases were made under a Rule 10b5-1 plan, suggesting a pre-planned investment strategy rather than opportunistic timing.

Negatives

• The purchases were for warrants, which are speculative and only become valuable if the stock price rises above the exercise price by the expiration date.
• The purchase prices for the warrants increased over the three days, from a weighted average of $0.1479 to $0.17, potentially indicating a rising market price for the warrants.

Risks

• Warrants carry inherent risk as they can expire worthless if the underlying stock price does not exceed the exercise price ($11.50) by the expiration date (December 27, 2028).
• The value of the warrants is subject to market fluctuations of FlyExclusive's Class A Common Stock.

Future Outlook

The filing does not provide explicit forward-looking statements beyond the warrant expiration date, but the insider purchases of warrants suggest an expectation of the underlying stock price appreciating above the $11.50 exercise price by December 27, 2028.

Management Comments

• The Reporting Person hereby undertakes to provide upon request by the U.S. Securities and Exchange Commission staff, the issuer, or a security holder of the issuer, full information regarding the number of warrants purchased at each separate price.

Industry Context

Insider purchases of warrants can signal management's belief in the company's future growth and stock price appreciation, a common indicator watched by investors in the private aviation or fractional ownership industry, where market sentiment and future demand are key drivers.

Comparison to Industry Standards

• This filing reports insider transactions, which are typically assessed against broader market trends for insider buying/selling activity.
• While specific comparable companies or projects are not detailed in this Form 4, significant insider buying, especially of derivatives, can be seen as a positive signal, similar to how investors might view increased insider stakes in competitors like NetJets (Berkshire Hathaway) or Wheels Up (UP).

Related Party Transactions

• The transactions involve Gregg Hymowitz, a Director and 10% Owner, and EG Sponsor LLC, which is indirectly controlled by Mr. Hymowitz through a complex ownership structure involving several entities (EnTrust Global Partners Offshore LP, EnTrust Global Group LLC, EnTrust Global LLC, GH EP Holdings LLC).
• An affiliate of GMF Capital also holds an approximately 50% membership interest in EG Sponsor.

Stakeholder Impact

• Shareholders may view the insider warrant purchases as a positive signal of management's confidence in the company's future stock performance.
• The increased beneficial ownership by a director and 10% owner aligns their interests more closely with other shareholders.

Next Steps

• The reporting person undertakes to provide full information regarding warrant purchase prices upon request by the SEC staff, the issuer, or a security holder.

Key Dates

Recommendation

The consistent buying of warrants by a director and 10% owner, Gregg Hymowitz, indicates strong insider confidence in FlyExclusive's future stock price appreciation above the $11.50 exercise price. While warrants are inherently speculative, such insider activity, particularly under a Rule 10b5-1 plan, suggests a strategic belief in the company's long-term value, making it a 'buy' signal for investors looking for growth potential.

Keywords

FlyExclusive, FLYX, SEC Form 4, Insider Trading, Warrants, Beneficial Ownership, Gregg Hymowitz, EG Sponsor LLC, Director, 10% Owner, Derivative Securities, Rule 10b5-1