8-K - flyExclusive, Inc. WT | StockGist

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flyExclusive, Inc. executed Amendment No. 4 dated February 11, 2026, to the Amended and Restated Agreement and Plan of Merger and Reorganization with Jet.AI Inc., FlyX Merger Sub, Inc., and Jet.AI SpinCo, Inc. The amendment eliminates the closing condition requiring Jet.AI to secure a $50 million securities purchase agreement and permits Jet.AI to explore Subsequent Takeover Proposals conditioned on and after the Transactions' closing.

Key Takeaways

1Amendment No. 4 executed on February 11, 2026, by flyExclusive, Inc. (Parent), FlyX Merger Sub, Inc., Jet.AI Inc. (Company), and Jet.AI SpinCo, Inc.

2Eliminates closing condition for Jet.AI to execute securities purchase agreement with third-party investor for warrant to purchase up to $50 million of preferred stock.

3Jet.AI confirmed sufficient positive net working capital to meet minimum cash closing requirement without the financing.

4Permits Jet.AI to solicit, negotiate, and execute Subsequent Takeover Proposals conditioned on Transactions closing and consummated after.

5Adds Section 7.10(f) prohibiting definitive agreements for Subsequent Takeover Proposals until Registration Statement effective or Agreement termination (except Section 10.1(g)).

6Deletes Section 7.22 requirement for Company Financing; deletes Interim Financing Agreement references.

Current Report Details

Event Type

Material Agreement

Exhibits Only

Disclosure

Mandatory

Variant

8-K

Items Reported

1.01

Entry into a Material Agreement. As previously reported, on February 13, 2025, flyExclusive, Inc., a Delaware corporation (“flyExclusive”), entered into an Agre

Material Agreement

$50.0M

Source Document

9.01

. Financial Statement and Exhibits. (d) Exhibits. Exhibit No. Document 10.1 Amendment No. 4 dated February 11, 2026, to Amended and Restated Agreement and Plan

Exhibits Only

Transaction Details

Material Agreement

Agreement: Amendment No. 4 to Amended and Restated Agreement and Plan of Merger and Reorganization
Parties: flyExclusive, Inc., FlyX Merger Sub, Inc., Jet.AI Inc., Jet.AI SpinCo, Inc.

•Eliminates closing condition requiring Jet.AI securities purchase agreement for $50 million warrant.
•Confirms Jet.AI sufficient net working capital for minimum cash closing.
•Permits Subsequent Takeover Proposals conditioned on Transactions closing and consummated after.
•Revises Section 7.10(a), (c), adds 7.10(f) on takeover proposal notifications and restrictions.
•Replaces Section 7.22 to maximize Cash in SpinCo Assets.
•Deletes Sections 8.2(f), 8.3(k), and Interim Financing Agreement references.
•Defines Subsequent Takeover Proposal excluding SpinCo; excludes from Superior Proposal.

Exhibits (2)

10.1

EX-10.1

8-K