SCHEDULE: flyExclusive Insider Boosts Stake to 56.28%

Thomas James Segrave, Jr. increased his beneficial ownership in flyExclusive, Inc. Class A Common Stock to 56.28% following the issuer's financing activities.

Summary

• Thomas James Segrave, Jr. beneficially owns an aggregate of 59,930,000 shares of flyExclusive, Inc. Class A Common Stock.
• This ownership represents 56.28% of the total outstanding Class A Common Stock.
• The beneficial ownership includes 57,530,000 LGM Common Units held directly by Mr. Segrave and 2,400,000 LGM Common Units held in custodial accounts for four minors (600,000 units each).
• Each LGM Common Unit is convertible into one share of Class A Common Stock or, under certain circumstances, a cash payment, effective from December 27, 2024.
• The percentage calculation is based on a fully diluted share count, including 31,184,738 Class A shares outstanding as of December 31, 2025, 2,255,639 Class A shares to be issued in connection with an offering, and various outstanding warrants.

Sentiment

Score: 7

Explanation: The filing indicates a very high level of insider ownership, which is generally viewed positively as it aligns management's interests with shareholders. The change in percentage is a result of company financing, which is a neutral event in itself, but the continued high stake is a positive signal for long-term commitment.

Positives

• Significant insider ownership (56.28%) by Thomas James Segrave, Jr. indicates strong alignment of interests between management and company performance.
• The ability to convert LGM Common Units into Class A Common Stock provides flexibility for the reporting person to realize value or maintain direct equity exposure.

Future Outlook

No forward-looking statements regarding the company's operational or financial performance are provided. The filing notes that the Reporting Person may redeem or exchange LGM Common Units for Class A Common Stock or cash from December 27, 2024.

Industry Context

This filing reflects a significant insider stake in a private aviation company. High insider ownership can be seen as a positive signal in the competitive private jet charter industry, suggesting strong management confidence and a long-term commitment to the company's success.

Comparison to Industry Standards

• A 56.28% beneficial ownership stake by a key individual like Thomas James Segrave, Jr. represents a substantial controlling interest, which is significantly higher than typical institutional or individual stakes in many publicly traded companies.
• This level of ownership concentration is more commonly observed in founder-led companies or those with a strong family presence, akin to the control structures seen in companies like Meta Platforms (Mark Zuckerberg) or Ford Motor Company (Ford family).
• Such a high degree of insider control suggests a strong alignment of interests between the reporting person and the long-term success of flyExclusive, Inc., potentially fostering stable leadership and a clear strategic vision, while also limiting the influence of minority shareholders.

Related Party Transactions

• Beneficial ownership includes 2,400,000 LGM Common Units held in custodial accounts for four minors (Laura Grace Segrave, Madison Lee Segrave, Lillian May Segrave, and Thomas James Segrave, III), for whom Thomas James Segrave, Jr. serves as custodian.

Stakeholder Impact

• Shareholders: The high concentration of beneficial ownership by Thomas James Segrave, Jr. means a significant portion of voting power is concentrated, potentially limiting the influence of other shareholders. However, it also signals strong insider commitment and alignment of interests.

Next Steps

• The Reporting Person has the option to redeem or exchange LGM Common Units for Class A Common Stock or a cash payment from December 27, 2024.

Key Dates

Recommendation

The filing primarily reports a change in beneficial ownership percentage by a key insider, Thomas James Segrave, Jr., to a substantial 56.28% stake. While this high level of insider ownership is generally a positive indicator of management's alignment with the company's long-term success, the filing itself does not provide new operational or financial performance data to warrant a 'buy' or 'sell' recommendation. The change in percentage is attributed to the issuer's financing, which is a neutral event in terms of immediate stock performance. Therefore, a 'hold' recommendation is appropriate as investors should await further financial or operational updates to reassess the company's prospects.

Keywords

flyExclusive, Thomas James Segrave Jr, Schedule 13D, Beneficial Ownership, Class A Common Stock, LGM Common Units, Insider Ownership, Corporate Governance