SCHEDULE: Major Shareholders Boost flyExclusive Stake Post-Conversion

Gregg S. Hymowitz and affiliated entities significantly increased their beneficial ownership in flyExclusive, Inc. following the conversion of preferred stock to common shares.

Summary

• Gregg S. Hymowitz and affiliated entities have updated their beneficial ownership in flyExclusive, Inc. (f/k/a EG Acquisition Corp.).
• Gregg S. Hymowitz now beneficially owns 35,516,090 shares of Class A Common Stock, representing 83.9% of the outstanding shares.
• EG Sponsor LLC and its related entities (EnTrust Global Partners Offshore LP, EnTrust Global Group LLC, EnTrust Global LLC, and GH EP Holdings LLC) collectively beneficially own 15,988,379 shares, or 41.7% of the outstanding Class A Common Stock.
• EnTrust Emerald (Cayman) LP beneficially owns 16,718,807 shares, representing 47.5% of the outstanding Class A Common Stock.
• ETG Omni LLC beneficially owns 2,808,904 shares, or 9.0% of the outstanding Class A Common Stock.
• EnTrust Global Partners LLC beneficially owns 19,527,711 shares, representing 55.5% of the outstanding Class A Common Stock.
• The percentages are calculated based on 31,184,738 Class A Common Stock shares outstanding as of December 31, 2025, plus warrants held by the Reporting Persons.
• On December 31, 2025, Series B Convertible Preferred Stock held by EnTrust Emerald (Cayman) LP (20,408 shares) and Sponsor (9,329 shares) automatically converted into Class A Common Stock at a rate of $3.443441 per share.
• As a result of the conversion, EnTrust Emerald (Cayman) LP received 7,200,999 shares and Sponsor received 3,193,089 shares of Class A Common Stock on January 7, 2026.
• No transactions in flyExclusive's capital stock were effected by the Reporting Persons during the past 60 days, except for the described conversion.

Sentiment

Score: 6

Explanation: The filing indicates a significant consolidation of ownership by key insiders, which can be seen as a positive sign of confidence. However, the high concentration of ownership and the potential for future dilution from LGM Common Units introduce elements of risk and complexity for other shareholders. The conversion of preferred stock simplifies the capital structure but also adds to the common share count.

Positives

• Significant increase in beneficial ownership by key investors, particularly Gregg S. Hymowitz and EnTrust Global affiliates, indicating strong conviction in the company's future.
• The automatic conversion of Series B Convertible Preferred Stock into common shares simplifies the company's capital structure by reducing the number of preferred stock instruments.

Negatives

• The conversion of preferred stock into common shares increases the total number of outstanding common shares, which could lead to increased dilution for existing common shareholders if not already fully anticipated.

Risks

• The denominator used for calculating percentage ownership excludes 59,930,000 LGM Common Units, which are convertible for shares of Class A Common Stock, and most public warrants. This represents a significant potential for future dilution if these units and warrants are converted.
• A high concentration of ownership by a single group (Gregg S. Hymowitz and his affiliates) could limit the liquidity of the stock for other shareholders and potentially allow for disproportionate influence over corporate decisions.

Future Outlook

The filing does not provide explicit forward-looking statements or guidance beyond the details of the beneficial ownership structure and the recent conversion event.

Industry Context

This filing primarily concerns changes in beneficial ownership and capital structure for flyExclusive, Inc., a private jet charter company. The increased stake by key investors, particularly Gregg S. Hymowitz and EnTrust Global affiliates, could signal long-term confidence in the company's strategy within the competitive private aviation sector. However, the high concentration of ownership and potential future dilution from LGM Common Units are factors to consider in the context of industry-wide capital structures and investor liquidity.

Related Party Transactions

• Gregg S. Hymowitz is the managing member of GH EP Holdings, LLC, which is the managing member of EnTrust Global LLC, which is the managing member of EnTrust Global Group LLC, which serves as the general partner of EnTrust Global Partners Offshore LP. This establishes a chain of control and shared beneficial ownership among these entities and EG Sponsor LLC.
• Gregg S. Hymowitz is also the Founder and Chief Executive Officer of EnTrust Global, an affiliate of which, EnTrust Global Partners LLC, serves as the general partner of EnTrust Emerald (Cayman) LP and the managing member of ETG Omni LLC, linking these entities to Hymowitz's beneficial ownership.
• An affiliate of GMF Capital has an approximately 50% membership interest in EG Sponsor LLC.

Stakeholder Impact

• Shareholders: The increased concentration of ownership by Gregg S. Hymowitz and affiliated entities could reduce the float and liquidity for other shareholders. The conversion of preferred stock to common stock increases the total number of common shares, potentially diluting existing common shareholders, though this was a pre-existing convertible instrument.
• Management: The strong insider ownership could provide stability and alignment with long-term strategic goals.

Next Steps

• Continued monitoring of the conversion of the 59,930,000 LGM Common Units, which could significantly impact the outstanding share count and ownership percentages.

Key Dates

Recommendation

The significant increase in beneficial ownership by Gregg S. Hymowitz and affiliated entities, reaching 83.9% of the Class A Common Stock, signals strong insider confidence and a long-term commitment to flyExclusive. The conversion of preferred stock simplifies the capital structure. However, the high concentration of ownership could limit liquidity for other investors, and the substantial number of LGM Common Units (59,930,000) not yet included in the denominator for percentage calculations represents a significant potential for future dilution. Given these mixed signals – strong insider conviction versus potential dilution and limited float – a 'hold' recommendation is appropriate for investors to observe how these factors play out and how the company performs post-conversion.

Keywords

flyExclusive, EG Acquisition Corp, Schedule 13D, beneficial ownership, Class A Common Stock, warrants, preferred stock conversion, Gregg S. Hymowitz, EnTrust Global, institutional ownership, capital structure, dilution