Form 4: FlyExclusive Insider Gregg Hymowitz Reports Acquisition of Series B Preferred Stock and Warrants

Gregg Hymowitz, a director and 10% owner of FlyExclusive Inc., reported the acquisition of Series B Convertible Preferred Stock and warrants, along with indirect ownership through EG Sponsor LLC.

Summary

• On March 21, 2025, Gregg Hymowitz, a director and 10% owner of FlyExclusive Inc. (FLYX), reported transactions involving Series B Convertible Preferred Stock and warrants.
• Hymowitz indirectly acquired 4,227 shares of Series B Convertible Preferred Stock and a warrant to purchase 1,268,100 shares of Common Stock through EG Sponsor LLC.
• The Series B Preferred Stock has a stated value of $1,000 per share and is convertible into 200 shares of Common Stock, subject to change over time.
• The Series B Preferred Stock will automatically convert into Common Stock on the earlier of December 31, 2025, or the closing date of a subsequent capital raise exceeding $25,000,000.
• The derivative securities were purchased for $4,227,040.06, satisfied by an outstanding note.
• Hymowitz, through his affiliations with EnTrust Global Partners Offshore LP and other entities, may be deemed to have shared beneficial ownership of the securities held by EG Sponsor.

Sentiment

Score: 6

Explanation: The sentiment is neutral to slightly positive. The insider purchase suggests confidence, but the potential for dilution and the need for a significant capital raise introduce some uncertainty.

Positives

• Insider Gregg Hymowitz's investment could signal confidence in FlyExclusive's future prospects.
• The capital injection of $4,227,040.06 through the purchase of Series B Preferred Stock strengthens the company's financial position.

Risks

• The automatic conversion of Series B Preferred Stock into Common Stock could dilute existing shareholders' equity.
• The need for a capital raise exceeding $25,000,000 to avoid conversion by December 31, 2025, could put pressure on FlyExclusive to secure additional funding.

Future Outlook

The Series B Preferred Stock will automatically convert into Common Stock on the earlier of December 31, 2025, or the closing date of a subsequent capital raise in excess of $25,000,000.

Industry Context

Insider transactions are closely watched by investors as they can provide insights into management's confidence in the company's prospects. A purchase by a director and 10% owner like Gregg Hymowitz is generally viewed positively.

Comparison to Industry Standards

• It is difficult to compare this transaction to industry standards without knowing the specific terms of the Securities Purchase Agreement and the company's overall financial strategy.
• Similar transactions involving preferred stock and warrants are common in private equity and venture capital deals, but the terms vary widely depending on the company's stage of development and market conditions.
• Comparable companies in the aviation industry, such as NetJets or Wheels Up, may have different capital structures and financing strategies.

Related Party Transactions

• The transaction involves EG Sponsor LLC, an entity affiliated with Gregg Hymowitz, indicating a related-party transaction.

Stakeholder Impact

• Shareholders may experience dilution if the Series B Preferred Stock converts into Common Stock.
• The capital injection could benefit the company's operations and growth, potentially impacting employees and customers positively.

Next Steps

• FlyExclusive may need to pursue a capital raise exceeding $25,000,000 before December 31, 2025.
• Investors will likely monitor the conversion of the Series B Preferred Stock and its impact on the company's capital structure.

Key Dates

Keywords

FlyExclusive, Gregg Hymowitz, Series B Convertible Preferred Stock, Warrants, Insider Trading, EG Sponsor LLC, Capital Raise, Common Stock, Beneficial Ownership