FLYX 8-K
Flyexclusive Inc. (FLYX)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
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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:
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Securities registered pursuant to Section 12(b) of the Act:
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exercisable for one share of Class A Common Stock at an exercise price of $11.50 per share |
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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
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.
Item 1.01 Entry into a Material Agreement.
As previously reported, on January 26, 2024, FlyExclusive Jet Share, LLC (the “Borrower”), a wholly-owned indirect subsidiary of flyExclusive, Inc. (“flyExclusive,” and together with LGM Enterprises, LLC as guarantors; in such capacity, the “Parent Guarantors”), entered into a Senior Secured Note (the “Senior Secured Note”) with ETG FE LLC (the “Noteholder”), Kroll Agency Services, Limited, as administrative agent (the “Administrative Agent”), and Kroll Trustee Services, Limited, as collateral agent (the “Collateral Agent”). The Senior Secured Note covers borrowings of an initial aggregate principal amount of approximately $25.8 million, up to $25.0 million of which was to finance the purchase or refinancing of aircraft relating to flyExclusive’s fractional ownership program.
On February 16, 2026, the parties to the Senior Secured Note executed the First Amendment to the Senior Secured Note, effective as of January 26, 2026 (the “Amendment”), which, among other things, extended the Maturity Date to January 26, 2028.
The Amendment also revised the Applicable Rate of interest to mean either (i) a 15.00% annual rate for any period during which the Outstanding Principal Amount equals or exceeds $12,500,000, or (ii) a 13.00% annual rate for any period during which the Outstanding Principal Amount is less than $12,500,000.
Further, the Amendment eliminated the revolving Advance feature of the Senior Secured Note, provided for $26,542 of certain reimbursable expenses of the Initial Noteholders to be added to the Outstanding Principal amount of the Loans, and revised the amortization to require principal repayments in the amount of $2,400,000 in consecutive quarterly installments on the last day of each of March, June, September, and December, commencing on June 30, 2026.
The Amendment also added a $386,697.94 non-refundable fee payable by the Borrower to the Administrative Agent (the “Back End Fee”). The Back End Fee is payable on the earliest to occur of (i) Payment in Full, or (ii) the entirety of the Outstanding Principal Amount becoming due and payable, whether on the Maturity Date, by acceleration, or otherwise.
The foregoing description of the Amendment does not purport to be complete and is qualified in its entirety by the full text of the Amendment, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference. Capitalized terms not otherwise defined herein shall have the meaning as set forth in the Senior Secured Note, as amended by the Amendment.
Item 9.01. Financial Statement and Exhibits.
(d) Exhibits.
Exhibit
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10.1 |
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Cover Page Interactive Data File (embedded within the Inline XBRL document). |
SIGNATURE
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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: February 18, 2026
FLYEXCLUSIVE, INC. |
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By: |
/s/ Thomas James Segrave, Jr. |
Name: |
Thomas James Segrave, Jr. |
Title: |
Chief Executive Officer and Chairman |
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Exhibit 10.1
FIRST AMENDMENT TO SENIOR SECURED NOTE
This FIRST AMENDMENT TO SENIOR SECURED NOTE (this “First Amendment”) is dated February 16, 2026 (the “Execution Date”), with retroactive effect to January 26, 2026 (the “Effective Date”), by and among FlyExclusive Jet Share, LLC, a North Carolina limited liability company (the “Borrower”), flyExclusive, Inc., a Delaware corporation (“Parent”), and LGM Enterprises, LLC, a North Carolina limited liability company (“Holdings”), as guarantors (collectively in such capacity, Parent and Holdings are the “Parent Guarantors” and, together with the Borrower, the “Obligors”), ETG FE LLC, a Delaware limited liability company (“ETG”, as the “Initial Noteholder”, as a “Noteholder” and as the “Majority Noteholder”), Kroll Agency Services, Limited, a company incorporated under the laws of England and Wales, as administrative agent (in such capacity, the “Administrative Agent”), and Kroll Trustee Services, Limited, a company incorporated under the laws of England and Wales, as collateral agent (in such capacity, the “Collateral Agent” and, together with the Administrative Agent, each an “Agent” and collectively, the “Agents”).
RECITALS
A. Borrower, Parent Guarantors, the Agents, and the Initial Noteholder entered into a Senior Secured Note, dated January 26, 2024, in the initial principal amount of $25,773,195.88 (as amended, restated, supplemented, or otherwise modified from time to time, the “Senior Note”).
B. Borrower, Parent Guarantors and ETG desire to amend the Senior Note to, among other things, extend the Maturity Date from January 26, 2026 to January 26, 2028.
C. Section 15.12(a) of the Senior Note requires the written consent of the Obligors and the Majority Noteholders to amend the Senior Note.
D. Section 15.12(b)(ii) of the Senior Note requires the written consent of each Noteholder to extend the scheduled final maturity of any Secured Obligations owing to any Noteholder.
THE PARTIES HEREBY AGREE AS FOLLOWS:
“Advance Amount” means (a) on the initial Advance Date, $15,000,000 and (b) on the date immediately succeeding the initial Advance Date until the date immediately preceding the First Amendment Effective Date, such other amount not to exceed the amount on deposit in the Cash Escrow Account on the applicable Advance Date minus any amounts belonging to the Noteholders as set forth in Section 3.1. Any requested amount shall be in a minimum amount of $1,000,000 or a multiple thereof. From and after the First Amendment Effective Date, the Advance Amount available to Borrower is deemed to be $0.
“Applicable Rate” means (a) from and after the Closing Date until the date immediately preceding the First Amendment Effective Date: a rate of (i) on any day on which, and with respect to any portion of, the Outstanding Principal Amount that is on deposit in the Cash Escrow Account, three percent (3.00%) per annum and (ii) on any day on which, and with respect to any portion of, the Outstanding Principal Amount that is withdrawn and released to the Borrower or otherwise not on deposit in the Cash Escrow Account, thirteen percent (13.00%) per annum; and (b) from and after the First Amendment Effective Date: a rate of (i) fifteen percent (15.00%) per annum for any period during which the Outstanding Principal Amount equals or exceeds $12,500,000 and (ii) thirteen percent (13.00%) per annum for any period during which the Outstanding Principal Amount is less than $12,500,000.
“Maturity Date” means January 26, 2028.
3.2 Prior Advances. The parties hereto acknowledge and agree that as of the First Amendment Effective Date after giving effect to any payments made prior to the effectiveness of the First Amendment, Borrower owes the Initial Noteholders (a) an Outstanding Principal Amount of Loans equal to $24,247,637.77 and accrued and unpaid interest equal to $0.00 and (b) Additional Reimbursable Obligations equal to $26,542.00. Upon the effectiveness of the First Amendment on the First Amendment Effective Date, such Additional Reimbursable Obligations shall be deemed to have been paid in kind and added to the Outstanding Principal Amount of Loans owing immediately prior to the effectiveness of the First Amendment such that the Outstanding Principal Amount of Loans on the First Amendment Effective Date shall equal $24,274,179.77.
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3.3 Payment at Maturity. The aggregate Outstanding Principal Amount, all accrued and unpaid interest, and all other Secured Obligations, including accrued and unpaid fees and expenses, in each case payable under this Note shall be due and payable on the Maturity Date. No amount repaid or prepaid under this Note may be reborrowed.
3.4 Amortization. From and after the First Amendment Effective Date, the principal amount of the Loans shall be repaid in consecutive quarterly installments on the last day of each March, June, September, and December, commencing on June 30, 2026, in each case, in an amount equal to $2,400,000.
3.5 Voluntary Prepayments. The Borrower may voluntarily prepay the Secured Obligations in full or in part by providing ten (10) days’ prior written notice to the Administrative Agent and the Noteholders. Such amounts are to be distributed by the Administrative Agent to the Noteholders in accordance with Section 5.1. Any voluntary prepayment pursuant to this Section 3.5 shall be subject to a premium to be paid to the Administrative Agent (for the account of the Noteholders in accordance with their Pro Rata Shares) equal to (A) prior to the twelve (12) month anniversary of the Pre-Funding Date, the Make-Whole Fee set forth in Section 3.7 or (B) thereafter, the Outstanding Principal Amount of the Loans being prepaid multiplied by 3.00%. Partial prepayments shall be made in minimum amounts of $1,000,000 or a multiple of that amount. Any amounts prepaid pursuant to this Section 3.5 may not be reborrowed by the Borrower.
3.8 Back End Fee. On the earliest to occur of (a) Payment in Full, and (b) the entirety of the Outstanding Principal Amount becoming due and payable, whether on the Maturity Date, by acceleration or otherwise(the date of such occurrence, as used in this Section 3.8, the “Back End Date”), the Borrower shall pay to the Administrative Agent (for the account of the Noteholders in accordance with their Pro Rata Shares) a non-refundable back end fee in an amount equal to $386,597.94 (the “Back End Fee”). Such Back End Fee shall be fully earned as of the First
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Amendment Effective Date and shall be due and payable in full in cash on the Back End Date.
7. No Further Obligation to Advance. Notwithstanding anything to the contrary in the Note Documents, Administrative Agent shall have no further obligation to release funds to Borrower or to Seller from and after the First Amendment Effective Date.
8. REPRESENTATIONS AND WARRANTIES OF THE OBLIGORS. Each Obligor hereby represents and warrants to the Noteholders on the date hereof, as of the Pre-Funding Date, as of each Advance Date (prior to the First Amendment Effective Date), and as of the First Amendment Effective Date (each such date, a “Representation Date”) as follows:
“Additional Reimbursable Obligations” means the amounts owing to the Initial Noteholders which are comprised of certain reimbursable expenses incurred by the Initial Noteholders pursuant to Section 15.2 on or prior to the First Amendment Effective Date.
“Back End Date” has the meaning set forth in Section 3.8.
“Back End Fee” has the meaning set forth in Section 3.8.
“First Amendment” means that certain First Amendment to Senior Secured Note dated as of the February 16, 2026 with retroactive effect as of the First Amendment Effective Date, by and among Obligors, Noteholders, and Agents.
“First Amendment Effective Date” means January 26, 2026.
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[Signature Pages Follow]
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IN WITNESS WHEREOF, the parties have executed this First Amendment as of the Execution Date.
BORROWER: FLYEXCLUSIVE JET SHARE, LLC
(and as an Obligor)
By: /s/ Thomas James Segrave, Jr.
Thomas James Segrave, Jr., Sole Manager
PARENT GUARANTOR: FLYEXCLUSIVE, INC.
(and as an Obligor)
By: /s/ Thomas James Segrave, Jr.
Thomas James Segrave, Jr., Chief Executive Officer
PARENT GUARANTOR: LGM ENTERPRISES, LLC
(as an Obligor)
By: /s/ Thomas James Segrave, Jr.
Thomas James Segrave, Jr., Sole Manager
SOLE NOTEHOLDER: ETG FE LLC
By: EnTrust Global Partners LLC, as its manager
By: /s/ Matthew Lux
Matthew Lux, Senior Managing Director & General Counsel
Signature Page to First Amendment to Senior Secured Note
Acknowledged and accepted as of the date first written above:
ADMINISTRATIVE AGENT: KROLL AGENCY SERVICES, LIMITED
By: /s/ Aiza Wing________________
Aiza Wing, Authorised Signatory
COLLATERAL AGENT: KROLL TRUSTEE SERVICES, LIMITED
By: /s/ Aiza Wing __
Aiza Wing, Authorised Signatory
Signature Page to First Amendment to Senior Secured Note