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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

____________________

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported) September 10, 2025

flyExclusive, Inc.

(Exact name of registrant as specified in its charter)

     Delaware

     001-40444

     86-1740840

     (State or other jurisdiction
of incorporation)

     (Commission
File Number)

     (IRS Employer
Identification No.)

    

     2860 Jetport Road,
Kinston, NC

     28504

     (Address of principal executive offices)

     (Zip Code)

252-208-7715

Registrant’s telephone number, including area code

Not Applicable

(Former name or former address, if changed since last report.)

____________________

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:


o	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)


o	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)


o	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))


o	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Class A Common Stock	FLYX	NYSE American LLC
Redeemable warrants, each whole warrant exercisable for one share of Class A Common Stock at an exercise price of $11.50 per share	FLYX WS	NYSE American LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company x

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o On September 10, 2025, the board of directors of flyExclusive, Inc. (the “Company”) approved an amendment to the Company’s Employee Stock Purchase Plan (the “ESPP”) to increase the authorized number of shares of the Company’s common stock reserved for issuance thereunder from an aggregate of 1.5 million (1,500,000) shares to an aggregate of 2.5 million (2,500,000) shares. Further, on September 10, 2025, the Board approved an amendment to the Company’s 2023 Equity Incentive Plan (the “Equity Incentive Plan,” and together with the ESPP, the “Plans”) to increase the authorized number of shares of the Company’s common stock reserved for issuance thereunder from an aggregate of 6.0 million (6,000,000) shares to an aggregate of 15.0 million (15,000,000) shares. Other than the increase in the shares reserved for issuance under the Plans, there were no other changes to the Plans made by their respective amendment. A copy of the full text of the amendments to the ESPP and the Equity Incentive Plan are attached as Exhibits 10.1 and 10.2 to this Current Report on Form 8-K, respectively, and are incorporated herein by reference.

Item 9.01. Financial Statement and Exhibits.

(d) Exhibits.


Exhibit No.	Document
10.1	Amendment to the flyExclusive, Inc. Employee Stock Purchase Plan.
10.2	Amendment to the flyExclusive, Inc. 2023 Equity Incentive Plan.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: September 15, 2025


FLYEXCLUSIVE, INC.

By:	/s/ Thomas James Segrave, Jr.
Name:	Thomas James Segrave, Jr.
Title:	Chief Executive Officer and Chairman

EX-10.1 2 flyx-ex10_1.htm EX-10.1 EX-10.1

Exhibit 10.1

AMENDMENT NO. 1 TO THE

FLYEXCLUSIVE, INC. EMPLOYEE STOCK PURCHASE PLAN

WHEREAS, flyExclusive, Inc. (the “Company”), maintains the Employee Stock Purchase Plan (the “Plan”); and

WHEREAS, pursuant and subject to Section 29 of the Plan, the board of directors of the Company (the “Board”) is authorized to amend the Plan, subject to the approval of the Company’s stockholders; and

WHEREAS, the Board deems it to be in the best interests of the Company to amend, and to submit for stockholder approval at the next annual meeting of stockholders of the Company, the amendment of the Plan as set forth below.

NOW, THEREFORE, in accordance with the provisions of Section 29 of the Plan and conditioned upon the receipt of stockholder approval as described therein, the Plan is hereby amended in the following respects:

1. Section 4 of the Plan is deleted in its entirety and the following substituted in lieu thereof:

“4. Stock Subject to Plan. A total of 2,500,000 shares of the Company’s Common Stock are reserved and will be available for issuance under this Plan. Such number will be subject to adjustments effected in accordance with Section 16 of this Plan. In the event that an Option or part thereof expires or is otherwise canceled or terminated, the Shares subject to the unexercised portion of such Option will be available for re-use in future Option grants under the Plan.”

2. Except as herein amended, the terms and provisions of the Plan shall remain in full force and effect as originally adopted and approved.

IN WITNESS WHEREOF, the undersigned officer of the Company attests that the foregoing Amendment of the flyExclusive, Inc. Employee Stock Purchase Plan was adopted by the Board on September 10, 2025, and approved by the Company’s shareholders on , 2025.


FLYEXCLUSIVE, INC.

By:
	Name: _____________________________
	Title: ______________________________

EX-10.2 3 flyx-ex10_2.htm EX-10.2 EX-10.2

Exhibit 10.2

AMENDMENT NO. 1 TO THE

FLYEXCLUSIVE, INC. 2023 EQUITY INCENTIVE PLAN

WHEREAS, flyExclusive, Inc. (the “Company”), maintains the 2023 Equity Incentive Plan (the “Plan”); and

WHEREAS, pursuant and subject to Section 16(a) of the Plan, the board of directors of the Company (the “Board”) is authorized to amend the Plan, subject to the approval of the Company’s stockholders; and

NOW, THEREFORE, in accordance with the provisions of Section 16(a) of the Plan and conditioned upon the receipt of stockholder approval as described therein, the Plan is hereby amended in the following respects:

1. Sections 3(a) and 3(b) of the Plan is deleted in its entirety and the following substituted in lieu thereof:

“(a) Subject to adjustment as described in Section 13 below, the maximum aggregate number of Shares which may be issued pursuant to all Awards is 15,000,000 Shares. The Shares may be authorized, but unissued, or reacquired Common Stock.

(b) Subject to adjustment as described in Section 13, no more than 15,000,000 Shares may be issued in the aggregate pursuant to the exercise of Incentive Stock Options.”

2. Except as herein amended, the terms and provisions of the Plan shall remain in full force and effect as originally adopted and approved.

IN WITNESS WHEREOF, the undersigned officer of the Company attests that the foregoing Amendment of the flyExclusive, Inc. 2023 Equity Incentive Plan was adopted by the Board on September 10, 2025, and approved by the Company’s shareholders on , 2025.


FLYEXCLUSIVE, INC.

By:
	Name: _____________________________
	Title: ______________________________