FLYEXCLUSIVE INC.

flyExclusive, Inc. announced the determination of the final post-closing purchase price and per share ratio for its acquisition of Jet.AI Inc. assets. As a result, holders who received shares at the merger effective time will receive an additional 0.789094 shares of flyExclusive Inc. Class A Common Stock for each share of SpinCo common stock exchanged. The company expects to issue a total of 1,544,575 shares of Common Stock as Additional Merger Consideration, with payment anticipated by October 30, 2026. Fractional shares will be handled through a sale and pro rata distribution of proceeds.

FlyExclusive Inc. reported strong financial and operational results for the second quarter and first half of 2026. The company achieved a 22% year-over-year increase in Q2 consolidated revenue, reaching $111 million, and turned positive with an Adjusted EBITDA of $4.2 million. Operational efficiencies improved significantly, with an 8% growth in flight hours despite a 6% reduction in aircraft, and a substantial 1,013 basis point increase in dispatch availability. The company also strengthened its balance sheet by reducing long-term notes payable by $94 million since 2024.

flyExclusive reported increased revenue for the second quarter of 2026, reaching $111.12 million, up from $91.33 million in the same period last year. However, the company's net loss attributable to flyExclusive, Inc. widened to $(7.38) million from $(4.76) million year-over-year. The company continues to operate with a significant working capital deficit of $214.57 million and an accumulated deficit of $456.98 million, indicating ongoing liquidity challenges despite an improvement in operating cash flows.

flyExclusive, Inc. announced the successful completion of its previously announced acquisition of the aviation assets of Jet.AI, including Jet.AI SpinCo, Inc. The transaction, finalized on July 13, 2026, involved the conversion of SpinCo shares into flyExclusive Class A common stock, with an aggregate of 7,096,117 shares to be received by SpinCo shareholders. This strategic acquisition adds customers, aircraft, future fleet positions, marketable securities, and growth capital, strengthening flyExclusive's operating platform and supporting its expansion strategy. An amendment to the merger agreement also modified the post-closing net cash adjustment mechanism.

flyExclusive Inc. reported a 9.3% increase in revenue to $96.35 million for the three months ended March 31, 2026, with a net loss of $13.37 million, a significant reduction from $23.05 million in the prior year. Despite the improved overall net loss and operating cash flow, the company's net loss attributable to flyExclusive, Inc. worsened to $6.50 million. The company continues to operate with a working capital deficit and noted a going concern risk, indicating a potential need for additional capital.

flyExclusive reported Q1 2026 consolidated revenue of $96 million, a 9% year-over-year increase, and achieved positive Adjusted EBITDA of $0.2 million, a $6.6 million improvement from Q1 2025. The company saw a 60% increase in gross profit and a 699 basis point improvement in gross margin to 20%. Operational efficiencies improved with a 7% increase in flight hours despite a 7% fleet reduction, and MRO revenue grew by 14%. The company also reduced long-term notes payable by $10 million and improved aircraft utilization.