UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

____________________

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported) September 10, 2025

flyExclusive, Inc.

(Exact name of registrant as specified in its charter)

252-208-7715

Registrant’s telephone number, including area code

Not Applicable

(Former name or former address, if changed since last report.)

____________________

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Securities registered pursuant to Section 12(b) of the Act:

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company x

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On September 10, 2025, the board of directors of flyExclusive, Inc. (the “Company”) approved an amendment to the Company’s Employee Stock Purchase Plan (the “ESPP”) to increase the authorized number of shares of the Company’s common stock reserved for issuance thereunder from an aggregate of 1.5 million (1,500,000) shares to an aggregate of 2.5 million (2,500,000) shares. Further, on September 10, 2025, the Board approved an amendment to the Company’s 2023 Equity Incentive Plan (the “Equity Incentive Plan,” and together with the ESPP, the “Plans”) to increase the authorized number of shares of the Company’s common stock reserved for issuance thereunder from an aggregate of 6.0 million (6,000,000) shares to an aggregate of 15.0 million (15,000,000) shares. Other than the increase in the shares reserved for issuance under the Plans, there were no other changes to the Plans made by their respective amendment. A copy of the full text of the amendments to the ESPP and the Equity Incentive Plan are attached as Exhibits 10.1 and 10.2 to this Current Report on Form 8-K, respectively, and are incorporated herein by reference.

Item 9.01. Financial Statement and Exhibits.

(d) Exhibits.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: September 15, 2025