FLYEXCLUSIVE INC. 8-K

What Happened
flyExclusive (FLYX) filed an 8-K on Feb 13, 2026 disclosing Amendment No. 4 (executed Feb 11, 2026) to its Amended & Restated Agreement and Plan of Merger and Reorganization with Jet.AI. Amendment No. 4 removes a closing condition that would have required Jet.AI to enter a securities purchase agreement that included a warrant to buy up to $50 million of a newly designated series of preferred stock. Jet.AI confirmed it currently has positive net working capital sufficient to meet the minimum cash closing requirement without that third‑party financing. The amendment also allows Jet.AI to explore potential transactions so long as any such deal is conditioned on and consummated after closing of the merger transactions. The merger was originally agreed Feb 13, 2025 and the A&R Merger Agreement dates to May 6, 2025 (with prior amendments dated Jul 30, 2025; Oct 10, 2025; and Jan 13, 2026). flyExclusive has filed a Form S-4; proxy/prospectus materials will be provided to Jet.AI stockholders once the registration statement is declared effective.

Key Details

• Amendment No. 4 executed Feb 11, 2026 and disclosed in an 8-K filed Feb 13, 2026.
• Eliminates the requirement that Jet.AI enter a securities purchase agreement that would have included a warrant to purchase up to $50 million of preferred stock.
• Jet.AI confirmed it has sufficient positive net working capital to satisfy the minimum cash closing requirement without that third‑party financing.
• Amendment permits Jet.AI to negotiate other transactions only if (1) those transactions are conditioned on the merger closing and (2) are consummated after the merger closes.

Why It Matters
Removing the $50M warrant/financing closing condition reduces reliance on a specific outside funding deal, which could lower one obstacle to completing the merger. However, the transaction still requires customary steps (SEC clearance of the Form S-4, Jet.AI stockholder approval, and other closing conditions), so completion is not guaranteed. Investors should review the Form S-4 and upcoming proxy/prospectus when available for full terms, risk factors, and timing.