SCHEDULE: flyExclusive Waives Lock-Up on Major Shareholder's Stock and Warrants

flyExclusive, Inc. has waived the lock-up restriction on 5.625 million Class A common shares and 4.333 million warrants held by EG Sponsor LLC, originally set to expire in December 2026.

Summary

• Gregg S. Hymowitz and affiliated entities collectively beneficially own 24,553,145 shares of flyExclusive, Inc. Class A Common Stock, representing 79.7% of the class.
• EG Sponsor LLC, a key reporting person, beneficially owns 12,226,433 shares, or 45.6% of the class, which includes 5,625,000 Class A shares and 6,601,433 warrants.
• EnTrust Emerald (Cayman) LP beneficially owns 9,517,808 shares, or 39.3% of the class, comprising 5,517,808 Class A shares and 4,000,000 warrants.
• ETG Omni LLC beneficially owns 2,808,904 Class A shares, representing 13.9% of the class.
• EnTrust Global Partners LLC beneficially owns 12,326,712 shares, or 50.9% of the class, encompassing holdings from EnTrust Emerald (Cayman) LP and ETG Omni LLC.
• The Issuer, flyExclusive, Inc., executed a waiver letter on July 28, 2025, removing the lock-up restriction on 5,625,000 Class A common shares and 4,333,333 warrants owned by EG Sponsor LLC.
• The original lock-up for these securities was scheduled to expire on December 27, 2026.

Sentiment

Score: 4

Explanation: The waiver of a lock-up restriction on a significant block of shares and warrants, while providing liquidity to the holder, removes a barrier to potential selling activity, which could create downward pressure on the stock price.

Positives

• The waiver provides increased liquidity and flexibility for EG Sponsor LLC regarding its significant holdings in flyExclusive, Inc.

Negatives

• The removal of the lock-up restriction on 5,625,000 Class A common shares and 4,333,333 warrants held by EG Sponsor LLC could lead to an increase in the supply of shares available for trading, potentially exerting downward pressure on the stock price.

Risks

• Increased selling pressure on flyExclusive, Inc. Class A Common Stock due to the removal of lock-up restrictions on a substantial number of shares and warrants held by EG Sponsor LLC.

Future Outlook

NA

Industry Context

This filing primarily concerns a change in a specific shareholder's contractual obligations and ownership structure, rather than broader industry trends. The private aviation sector, in which flyExclusive operates, is subject to economic cycles and demand for private travel, but this filing does not provide insights into those dynamics.

Corporate Governance

Related Party Transactions

• The waiver letter was executed between flyExclusive, Inc. (the Issuer) and EG Sponsor LLC, which is a related party due to its significant beneficial ownership and the involvement of Gregg S. Hymowitz, who is also a reporting person.

Stakeholder Impact

• Shareholders: Potential for increased share supply in the market due to the removal of lock-up restrictions, which could lead to price volatility or downward pressure.
• EG Sponsor LLC: Gains increased flexibility and liquidity for its investment in flyExclusive, Inc.

Next Steps

• The shares and warrants previously subject to the lock-up are now unrestricted, allowing EG Sponsor LLC to potentially sell them.

Key Dates

Recommendation

The filing indicates a significant block of shares and warrants held by a major shareholder are now unrestricted, removing a previous lock-up. While this provides liquidity for the holder, it introduces the potential for increased selling pressure on the stock. Without additional information on the company's operational performance or strategic direction, the immediate impact of this news leans towards caution, suggesting a 'hold' position to observe market reaction and any subsequent disclosures.

Keywords

flyExclusive, EG Acquisition Corp, Schedule 13D, beneficial ownership, lock-up waiver, Class A Common Stock, warrants, EG Sponsor LLC, EnTrust Global, Gregg S. Hymowitz, SEC filing