Hymowitz Gregg 4
4 · FLYEXCLUSIVE INC. · Filed Jan 28, 2026
Research Summary
AI-generated summary of this filing
FLYX (FLYX) 10% Owner Gregg Hymowitz Receives 7.2M Shares via Conversion
What Happened
Gregg Hymowitz, reported as a 10% owner via affiliated entities, was associated with an automatic conversion of the company's Series B Convertible Preferred Stock into common shares on December 31, 2025. As reported, EnTrust Emerald (Cayman) LP received 7,200,999 shares and EG Sponsor LLC received 3,193,089 shares of FlyExclusive common stock as part of the conversion; two small derivative-line items show disposals of 20,408 and 9,329 shares (listed as "Derivative") on the same date. The conversion used a stated conversion rate of $3.443441 per share; each Series B preferred had a stated value of $1,000. The filing does not report an open-market purchase price because these shares were issued via conversion.
Key Details
- Transaction date: December 31, 2025 (reported on Form 4 filed Jan 28, 2026)
- Reported shares acquired: 7,200,999 (EnTrust) and 3,193,089 (EG Sponsor); reported derivative disposals: 20,408 and 9,329 shares
- Conversion rate: $3.443441 per share; each Series B preferred had $1,000 stated value (Footnote 1)
- Beneficial ownership: Shares are held by EnTrust and EG Sponsor; Gregg Hymowitz may be deemed a beneficial owner through his roles in affiliated entities (Footnotes 2–4)
- Shares owned after transaction: not specified in the provided filing excerpt
- Timeliness: Form 4 was filed Jan 28, 2026 for a Dec 31, 2025 conversion — roughly four weeks later, which is later than the typical 2-business-day Form 4 reporting window
Context
This was not an open-market buy or sale by an individual executive but an institutional conversion of preferred stock into common shares. For retail investors, conversions increase the public float but are not the same as a manager personally buying or selling stock; the filing notes Hymowitz's indirect affiliation with the holders rather than a direct personal trade. The small "Derivative" disposals noted on the form appear to be technical adjustments related to the conversion rather than separate market sales.
Insider Transaction Report
- Conversion
Class A Common Stock, ("Common Stock")
[F1][F2]2025-12-31+7,200,999→ 12,718,807 total(indirect: See Footnote) - Conversion
Common Stock
[F1][F3][F4]2025-12-31+3,193,089→ 8,818,089 total(indirect: See Footnote) - Conversion
Series B Convertible Preferred Stock
[F1][F2]2025-12-31−20,408→ 0 total(indirect: See Footnote)→ Common Stock (7,200,999 underlying) - Conversion
Series B Convertible Preferred Stock
[F1][F3][F4]2025-12-31−9,329→ 0 total(indirect: See footnote)→ Common Stock (3,193,089 underlying)
Footnotes (4)
- [F1]Each share of Series B Convertible Preferred Stock, par value $0.0001 per share ("Series B Preferred Stock") had a stated value of $1,000. The principal and accrued but unpaid interest and dividends automatically converted into shares of the Issuer's Common Stock on December 31, 2025 at a conversion rate of $3.443441 per share (the "Conversion"). As a result of the Conversion, EnTrust Emerald (Cayman) LP ("EnTrust") and EG Sponsor LLC ("EG Sponsor") received 7,200,999 and 3,193,089 shares of the Issuer's Common Stock, respectively, in their accounts on January 7, 2025.
- [F2]Held by EnTrust. Gregg Hymowitz serves as the Founder and Chief Executive Officer of EnTrust Global, an affiliate of which serves as the general partner of EnTrust, and may be deemed to be the beneficial owner of such shares held by EnTrust. Each such person disclaims any beneficial ownership of the reported shares other than to the extent of any pecuniary interest they may have therein, directly or indirectly.
- [F3]Held by EG Sponsor. EnTrust Global Partners Offshore LP is the managing member of EG Sponsor and as such has voting and investment discretion with respect to the securities held of record by the Sponsor and may be deemed to have shared beneficial ownership (along with EnTrust Global Group LLC, EnTrust Global LLC, GH EP Holdings LLC and EG Sponsor) of the securities held directly by EG Sponsor. Gregg 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, and as a result, may be deemed to have shared beneficial ownership of the securities held directly by EG Sponsor.
- [F4](Continued from footnote 3) An affiliate of GMF Capital has an approximately 50% membership interest in EG Sponsor. Each such person disclaims any beneficial ownership of such securities except the reported shares other than to the extent of its or his pecuniary interest therein.