SCHEDULE: Third Point Reduces flyExclusive Stake Below 5%

Third Point LLC and Daniel S. Loeb have amended their Schedule 13D for flyExclusive, Inc., reporting a decrease in beneficial ownership to 4.4% and ceasing to be a greater than 5% owner.

Summary

• Third Point LLC and Daniel S. Loeb filed Amendment No. 2 to their Schedule 13D for flyExclusive, Inc.
• The amendment reflects changes in the number of outstanding shares of flyExclusive's Class A Common Stock.
• As of January 9, 2026, the reporting persons beneficially own 1,389,499 shares of Class A Common Stock.
• This ownership includes 1,022,000 shares of Class A Common Stock and 367,499 shares issuable upon the exercise of warrants.
• The aggregate beneficial ownership now represents approximately 4.4% of the Class A Common Stock outstanding.
• This percentage is calculated based on 31,184,738 shares outstanding as of December 31, 2025, plus the 367,499 warrant shares.
• The reporting persons ceased to be beneficial owners of more than 5% of the outstanding shares as of December 31, 2025.
• No transactions in Class A Common Stock were effected by the reporting persons in the past sixty days, inclusive of any transactions through January 13, 2026.

Sentiment

Score: 4

Explanation: The reduction of a significant institutional investor's stake below the 5% threshold, even if partly due to an increase in outstanding shares, is generally viewed negatively by the market as it suggests a reduced commitment or confidence from a prominent investor. No positive news or strategic updates were provided.

Negatives

• Third Point LLC and Daniel S. Loeb, significant investors, have reduced their beneficial ownership in flyExclusive, Inc. to below the 5% threshold.
• This reduction means they are no longer subject to the reporting requirements of Rule 13d-1(a) of the Exchange Act, potentially indicating a reduced active interest or influence.

Future Outlook

The filing does not provide any forward-looking statements or guidance from flyExclusive, Inc. or the reporting persons regarding the company's future performance or strategic direction.

Industry Context

This filing reflects a change in an institutional investor's stake, which can sometimes signal a shift in investor sentiment or strategy within the private aviation sector. While not directly detailing industry trends, a reduction in a prominent activist investor's stake could be interpreted by the market in various ways, from a re-evaluation of the investment thesis to a portfolio rebalancing.

Stakeholder Impact

• Shareholders: May interpret the reduction in Third Point's stake as a negative signal, potentially impacting investor confidence and share price.
• Management: Could face questions regarding the reasons for the reduced institutional interest.

Next Steps

• The filing indicates that the reporting persons are no longer subject to the reporting requirements of Rule 13d-1(a) of the Exchange Act, implying no immediate further filings are required from them regarding this stake unless their ownership again exceeds 5%.

Key Dates

Recommendation

The filing indicates that Third Point LLC and Daniel S. Loeb have reduced their beneficial ownership in flyExclusive, Inc. to 4.4%, falling below the 5% reporting threshold. This move, while partly influenced by an increase in the issuer's outstanding shares, suggests a diminished active interest from a notable institutional investor. However, the filing does not disclose any new fundamental issues with the company or a complete divestment. Investors should monitor future company performance and other institutional holdings, but this specific filing alone warrants a cautious 'hold' rather than an immediate 'sell' or 'buy' recommendation, as it primarily reflects a change in a specific investor's position rather than a direct operational or financial update from the company.

Keywords

flyExclusive Inc., Third Point LLC, Daniel S. Loeb, Schedule 13D, Beneficial Ownership, Class A Common Stock, Warrants, SEC Filing, Institutional Investor, Stake Reduction