Segrave Thomas James Jr. 4
4 · FLYEXCLUSIVE INC. · Filed Feb 20, 2026
Research Summary
AI-generated summary of this filing
FlyExclusive (FLYX) CEO Thomas Segrave Converts Units to Class A Shares
What Happened
Segrave Thomas James Jr., CEO of FlyExclusive (FLYX), reported an administrative conversion of derivative securities on February 18, 2026. The Form 4 shows 10,000,000 shares reported as acquired at $0.00 and two corresponding dispositions (one a derivative disposition) of 10,000,000 shares each at $0.00. Per the filing, this was an internal reclassification/conversion of units into Class A common stock — not an open‑market purchase or sale — and no cash was received.
Key Details
- Transaction date: 2026-02-18; Form 4 filed 2026-02-20 (appears timely).
- Reported entries: 10,000,000 shares acquired @ $0.00; two 10,000,000-share dispositions @ $0.00 (one marked derivative).
- Monetary value: $0 cash proceeds; conversion only.
- Shares owned after transaction: filing notes aggregate economic and beneficial ownership and voting power remained unchanged (no net change in ownership other than share class).
- Notable footnotes: F1–F2 explain the conversion arose from post‑business‑combination unit reclassification and was administrative/structural; F3 notes some securities are held in a custodial UTMA account for the reporting person’s child and are disclaimed as beneficial ownership except for any pecuniary interest.
- No indication of a 10b5-1 plan, sale, or tax withholding related to these entries.
Context
This filing documents a structural reclassification (conversion/redemption and cancellation of unit/class B interests into Class A common stock) rather than market trading. Such administrative conversions do not signal a buy or sell decision by the insider and, per the footnotes, were undertaken for long‑term structural/administrative planning.
Insider Transaction Report
- Conversion
Class A Common Stock
[F1][F2]2026-02-18+10,000,000→ 10,000,000 total - Conversion
Class B Common Stock
[F1][F2]2026-02-18−10,000,000→ 47,530,000 total - Conversion
Common Units
[F1][F2]2026-02-18−10,000,000→ 47,530,000 total→ Class A Common Stock (10,000,000 underlying)
- 600,000(indirect: By Children)
Class B Common Stock
[F3] - 600,000(indirect: By Children)
Class B Common Stock
[F3] - 600,000(indirect: By Children)
Class B Common Stock
[F3] - 600,000(indirect: By Children)
Class B Common Stock
[F3] - 600,000(indirect: By Children)
Common Units
[F1][F2][F3]→ Class A Common Stock (600,000 underlying) - 600,000(indirect: By Children)
Common Units
[F1][F2][F3]→ Class A Common Stock (600,000 underlying) - 600,000(indirect: By Children)
Common Units
[F1][F2][F3]→ Class A Common Stock (600,000 underlying) - 600,000(indirect: By Children)
Common Units
[F1][F2][F3]→ Class A Common Stock (600,000 underlying)
Footnotes (3)
- [F1]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.
- [F2]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.
- [F3]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.