FLYEXCLUSIVE INC. 8-K

What Happened

• flyExclusive Inc. (through subsidiary FlyExclusive Jet Share, LLC) filed an 8-K reporting a First Amendment to its Senior Secured Note, executed February 16, 2026 and effective January 26, 2026. The original note (entered January 26, 2024) covered an initial aggregate principal of approximately $25.8 million (up to $25.0M for fractional aircraft financing). The amendment extends the maturity date to January 26, 2028 and revises key economic and amortization terms.

Key Details

• Interest rate: 15.00% annually when outstanding principal ≥ $12,500,000; 13.00% annually when outstanding principal < $12,500,000.
• Amortization: Requires principal repayments of $2,400,000 in consecutive quarterly installments on the last day of March, June, September, and December, beginning June 30, 2026.
• Other changes: Eliminates the revolving advance feature; adds $26,542 of reimbursable initial noteholder expenses to the outstanding principal; adds a $386,697.94 non‑refundable "Back End Fee" payable on full repayment or acceleration.
• Parties: Borrower FlyExclusive Jet Share, LLC; Parent guarantors FlyExclusive, Inc. and LGM Enterprises, LLC; Noteholder ETG FE LLC; Administrative Agent Kroll Agency Services, Limited; Collateral Agent Kroll Trustee Services, Limited.

Why It Matters

• The amendment gives the company more time to repay the debt (maturity extended to 2028) but raises borrowing costs while balances remain high (15% or 13% interest), increasing cash interest expense. The new quarterly $2.4M principal repayments beginning June 30, 2026 create a defined cash outflow schedule that investors should monitor for liquidity impact. Removal of the revolving advance reduces borrowing flexibility, and the added fees (capitalized expenses and the Back End Fee) increase the total cost of the financing.