FLYEXCLUSIVE INC. 8-K

What Happened

• On February 10, 2026, FLYEXCLUSIVE, Inc. announced it entered into an At The Market (ATM) Offering Agreement with Lucid Capital Markets, LLC to offer and sell up to $6,917,931 of its Class A common stock. The sales will be made under the company’s Form S-3 shelf registration (File No. 333-287720, declared effective June 30, 2025) and a prospectus supplement filed February 10, 2026. The Agent will use commercially reasonable efforts to sell shares consistent with the company’s instructions, but neither party is obligated to sell or buy any shares.

Key Details

• ATM size: up to $6,917,931 of Class A common stock.
• Agent and fees: Lucid Capital Markets, LLC acting as agent; company will pay a 2.5% commission on gross sales.
• Expenses and indemnity: company agreed to reimburse certain agent expenses (up to $65,000 up front, plus up to $5,000 per quarter) and provided customary indemnification.
• Underwriting amendment: on February 10, 2026 the company and Lucid amended the January 9, 2026 underwriting agreement to terminate the 45-day over‑allotment option to buy up to 222,833 additional shares.

Why It Matters

• This ATM gives FLYEXCLUSIVE flexibility to raise capital over time by selling shares into the market as needed, which can help fund operations or growth without a single large offering. For current shareholders, sales under the ATM can dilute ownership and the timing/price of any sales will depend on market conditions—there is no guarantee the company will sell any shares. Transaction costs (2.5% commission and reimbursed expenses) will reduce net proceeds. The termination of the over-allotment option means one previously available source for additional shares has been removed.