Chief Executive Officer Segrave Thomas James Jr. converted options into 10,000,000 shares (SEC Form 4)
$FLYX
Transportation Services
Consumer Discretionary
| FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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| Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | |||||||||||||||||
| Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10. | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
FLYEXCLUSIVE INC. [ FLYX ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 02/18/2026 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
| Class A Common Stock | 02/18/2026 | C(1)(2) | 10,000,000 | A | $0 | 10,000,000 | D | |||
| Class B Common Stock | 02/18/2026 | C(1)(2) | 10,000,000 | D | $0 | 47,530,000 | D | |||
| Class B Common Stock | 600,000 | I | By UTMA on behalf of minor child(3) | |||||||
| Class B Common Stock | 600,000 | I | By UTMA on behalf of minor child(3) | |||||||
| Class B Common Stock | 600,000 | I | By UTMA on behalf of minor child(3) | |||||||
| Class B Common Stock | 600,000 | I | By UTMA on behalf of minor child(3) | |||||||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Common Units | (1)(2) | 02/18/2026 | C(1)(2) | 10,000,000 | (1)(2) | (1)(2) | Class A Common Stock | 10,000,000 | $0 | 47,530,000 | D | ||||
| Common Units | (1)(2) | (1)(2) | (1)(2) | Class A Common Stock | 600,000 | 600,000 | I | By UTMA on behalf of minor child(3) | |||||||
| Common Units | (1)(2) | (1)(2) | (1)(2) | Class A Common Stock | 600,000 | 600,000 | I | By UTMA on behalf of minor child(3) | |||||||
| Common Units | (1)(2) | (1)(2) | (1)(2) | Class A Common Stock | 600,000 | 600,000 | I | By UTMA on behalf of minor child(3) | |||||||
| Common Units | (1)(2) | (1)(2) | (1)(2) | Class A Common Stock | 600,000 | 600,000 | I | By UTMA on behalf of minor child(3) | |||||||
| Explanation of Responses: |
| 1. In connection with the closing of the business combination between EQ Acquisition Corp. and LGM Enterprise, LLC ("LGM") on December 27, 2023, each existing common unit previously issued by LGM was reclassified and reissued into new Common Units on a one-for-one basis, together with an equivalent number of Class B Common Stock of the Issuer. Each Common Unit, together with a corresponding share of Class B Common Stock, is redeemable on a one-for-one basis for a share of Class A Common Stock pursuant to the Issuer's organizational documents and exchange agreement. |
| 2. The reported transaction represents an administrative conversion effected through the redemption of Common Units and corresponding cancellation of Class B Common Stock in exchange for Class A Common Stock. No shares were sold in connection with this transaction, and the Reporting Person did not receive any cash proceeds. The Reporting Person's aggregate economic and beneficial ownership, voting power, and percentage ownership of the Issuer remain unchanged following the transaction, except for the change in share class designation. No shares were sold or are intended to be sold in connection with this transaction. The conversion was undertaken for long-term structural and administrative planning purposes and was not effected pursuant to any plan or arrangement to dispose of shares. |
| 3. These securities are held for the Reporting Person's child through a custodial account established pursuant to the Uniform Transfer to Minor Act for which the Reporting Person is custodian. The Reporting Person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein, if any, and the filing of this report is not an admission that the Reporting Person is the beneficial owner of these securities for purposes of Section 16 or for any other purpose. |
| /s/ Donald R. Reynolds, Attorney-in-Fact for Thomas James Segrave, Jr. | 02/20/2026 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * If the form is filed by more than one reporting person, see Instruction 4 (b)(v). | ||
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||