Entry into a Material Definitive Agreement. As previously reported, on September 2, 2024, flyExclusive, Inc. (the “Company”) entered into an Aircraft Management Services Agreement (as amended, the “Volato Agreement”) with Volato Group, Inc. (“Volato”). Pursuant to the Volato Agreement, Volato engaged the Company as an independent contractor to provide certain aircraft management services and agreed that the Company will be the exclusive provider of such services to Volato. Under the terms of…

COO — Michael Guina: The filing discloses an internal transition where the outgoing COO remains with the company in a different role and a former executive is promoted to COO, rather than a loss of senior management.

Results of Operations and Financial Condition On August 12, 2026, flyExclusive, Inc. (the “Company”) issued a corporate presentation of its financial results for the three and six months ended June 30, 2026. A copy of the corporate presentation is being furnished hereto as Exhibit 99.1 and is incorporated herein in its entirety by reference. The information in this Item 2.02, including Exhibit 99.1 attached hereto, shall not be deemed “filed” for purposes of Section 18 of the Securities Excha…

Completion of Acquisition or Disposition of Assets. On July 13, 2026, the Company closed the transactions under the Final Merger Agreement. Pursuant to the Final Merger Agreement, upon the terms and subject to the conditions set forth therein, Merger Sub merged with and into SpinCo, with SpinCo surviving as a wholly owned subsidiary of the Company (the “Merger”). At the effective time of the Merger (the “Merger Effective Time”), automatically, by virtue of the Merger and without any action on…

Entry into a Material Agreement. As previously reported, on February 13, 2025, flyExclusive, Inc., a Delaware corporation (the “Company”), entered into an Agreement and Plan of Merger (“Merger Agreement”), by and among the Company, FlyX Merger Sub, Inc., a Delaware corporation and wholly owned subsidiary of the Company (“Merger Sub”), Jet.AI Inc., a Delaware corporation (“Jet.AI”) and Jet.AI SpinCo, Inc., a Delaware corporation, and a wholly owned subsidiary of Jet.AI (“SpinCo”). Further, as…

Results of Operations and Financial Condition On May 11, 2026, flyExclusive, Inc. (the “Company”) issued a corporate presentation of its financial results for the three months ended March 31, 2026. A copy of the corporate presentation is being furnished hereto as Exhibit 99.1 and is incorporated herein in its entirety by reference. The information in this Item 2.02, including Exhibit 99.1 attached hereto, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of…

by reference. The 451,901 shares of Class A common stock issued as consideration as described in this Current Report on Form 8-K were offered and sold to Volato in reliance upon exemption from the registration requirements under Section 4(a)(2) under the Securities Act of 1933, as amended. 2

Entry into a Material Definitive Agreement. Fifth Amendment to the Aircraft Management Services Agreement As previously reported, on September 2, 2024, flyExclusive, Inc. (the “Company”) entered into an Aircraft Management Services Agreement (as amended, the “Volato Agreement”) with Volato Group, Inc. (“Volato Group”). Pursuant to the Volato Agreement, Volato Group engaged the Company as an independent contractor to provide certain aircraft management services and agreed that the Company will…

Results of Operations and Financial Condition On March 5, 2026, flyExclusive, Inc. (the “Company”) issued a corporate presentation of its financial results for the fourth quarter and full year ended December 31, 2025. A copy of the corporate presentation is being furnished hereto as Exhibit 99.1 and is incorporated herein in its entirety by reference. The information in this Item 2.02, including Exhibit 99.1 attached hereto, shall not be deemed “filed” for purposes of Section 18 of the Securi…

Entry into a Material Agreement. As previously reported, on January 26, 2024, FlyExclusive Jet Share, LLC (the “Borrower”), a wholly-owned indirect subsidiary of flyExclusive, Inc. (“flyExclusive,” and together with LGM Enterprises, LLC as guarantors; in such capacity, the “Parent Guarantors”), entered into a Senior Secured Note (the “Senior Secured Note”) with ETG FE LLC (the “Noteholder”), Kroll Agency Services, Limited, as administrative agent (the “Administrative Agent”), and Kroll Truste…

Entry into a Material Agreement. As previously reported, on February 13, 2025, flyExclusive, Inc., a Delaware corporation (“flyExclusive”), entered into an Agreement and Plan of Merger and Reorganization (the “Merger Agreement”) by and among flyExclusive, FlyX Merger Sub, Inc., a Delaware corporation and wholly owned subsidiary of flyExclusive (“Merger Sub”), Jet.AI Inc., a Delaware corporation (“Jet.AI”) and Jet.AI SpinCo, Inc., a Delaware corporation, and a wholly owned subsidiary of Jet.AI…

Entry into a Material Agreement. On February 10, 2026, flyExclusive, Inc., a Delaware corporation (the “Company”) entered into an At The Market Offering Agreement (the “ATM Agreement”) with Lucid Capital Markets, LLC (the “Agent”) pursuant to which the Company may offer and sell shares of the Company’s Class A common stock, $0.0001 par value per share (“Common Stock”), from time to time, to or through the Agent, acting as sales agent or principal. The offer and sale of shares of Common Stock…

Results of Operations and Financial Condition On February 9, 2026, flyExclusive, Inc. (the “Company”) announced preliminary unaudited financial results for its fiscal year ended December 31, 2025, in a press release attached hereto as Exhibit 99.1, which is incorporated herein in its entirety by reference. The information in this Item 2.02, including Exhibit 99.1 attached hereto, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Ex…

Entry into a Material Agreement. As previously reported, on February 13, 2025, flyExclusive, Inc., a Delaware corporation (“flyExclusive”), entered into an Agreement and Plan of Merger and Reorganization (the “Merger Agreement”) by and among flyExclusive, FlyX Merger Sub, Inc., a Delaware corporation and wholly owned subsidiary of flyExclusive (“Merger Sub”), Jet.AI Inc., a Delaware corporation (“Jet.AI”) and Jet.AI SpinCo, Inc., a Delaware corporation, and a wholly owned subsidiary of Jet.AI…

Entry into a Material Agreement. On January 9, 2026, flyExclusive, Inc. (the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”) with Lucid Capital Markets, LLC, as representative of the several underwriters named therein (the “Underwriter”). Pursuant to the Underwriting Agreement, the Company agreed to sell 2,255,639 shares of the Company’s Class A common stock, $0.0001 par value per share (“Common Stock”), to the Underwriter at a public offering price of $6.65 p…

The filing pertains to amendments of equity and stock purchase plans, not a management change.

Results of Operations and Financial Condition On November 12, 2025, flyExclusive, Inc. (the “Company”) issued a corporate presentation of its financial results for the third quarter ended September 30, 2025. A copy of the corporate presentation is being furnished hereto as Exhibit 99.1 and is incorporated herein in its entirety by reference. The information in this Item 2.02, including Exhibit 99.1 attached hereto, shall not be deemed “filed” for purposes of Section 18 of the Securities Excha…

Entry into a Material Agreement. As previously reported, on February 13, 2025, flyExclusive, Inc., a Delaware corporation (“flyExclusive”), entered into an Agreement and Plan of Merger and Reorganization (the “Merger Agreement”) by and among flyExclusive, FlyX Merger Sub, Inc., a Delaware corporation and wholly owned subsidiary of flyExclusive (“Merger Sub”), Jet.AI Inc., a Delaware corporation (“Jet.AI”) and Jet.AI SpinCo, Inc., a Delaware corporation, and a wholly owned subsidiary of Jet.AI…

Entry into a Material Definitive Agreement. As previously reported, on September 2, 2024, flyExclusive, Inc. (the “Company”) entered into an Aircraft Management Services Agreement (as amended, the “Volato Agreement”) with Volato Group, Inc. (“Volato”). Pursuant to the Volato Agreement, Volato engaged the Company as an independent contractor to provide certain aircraft management services and agreed that the Company will be the exclusive provider of such services to Volato. Under the terms of…

by reference. The 432,099 shares of Class A common stock to be issued as consideration as described in this Current Report on Form 8-K were offered and will be sold to Volato in reliance upon exemption from the registration requirements under Section 4(a)(2) under the Securities Act of 1933, as amended. 2

The board approved amendments to increase the number of shares reserved for issuance under the ESPP and Equity Incentive Plan.

Results of Operations and Financial Condition On August 13, 2025, flyExclusive, Inc. (the “Company”) issued a corporate presentation of its financial results for the second quarter ended June 30, 2025. A copy of the corporate presentation is being furnished hereto as Exhibit 99.1 and is incorporated herein in its entirety by reference. The information in this Item 2.02, including Exhibit 99.1 attached hereto, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Ac…

Entry into a Material Agreement. As previously reported, on February 13, 2025, flyExclusive, Inc., a Delaware corporation (“flyExclusive”), entered into an Agreement and Plan of Merger and Reorganization (the “Merger Agreement”) by and among flyExclusive, FlyX Merger Sub, Inc., a Delaware corporation and wholly owned subsidiary of flyExclusive (“Merger Sub”), Jet.AI Inc., a Delaware corporation (“Jet.AI”) and Jet.AI SpinCo, Inc., a Delaware corporation, and a wholly owned subsidiary of Jet.AI…

Entry into a Material Agreement. As previously reported, on February 13, 2025, flyExclusive, Inc., a Delaware corporation (“flyExclusive”), entered into an Agreement and Plan of Merger and Reorganization (the “Merger Agreement”) by and among flyExclusive, FlyX Merger Sub, Inc., a Delaware corporation and wholly owned subsidiary of flyExclusive (“Merger Sub”), Jet.AI Inc., a Delaware corporation (“Jet.AI”) and Jet.AI SpinCo, Inc., a Delaware corporation, and a wholly owned subsidiary of Jet.AI…

by reference. The sale of the Class A common stock pursuant to the Purchase Agreement has not been registered under the Securities Act in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act and certain rules and regulations promulgated thereunder.