02/20/2026 | Press release | Distributed by Public on 02/20/2026 15:13
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FORM 4
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. | SEC 1474 (9-02) | ||
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1. Title of Derivative Security (Instr. 3) |
2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) |
4. Transaction Code (Instr. 8) |
5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) |
6. Date Exercisable and Expiration Date (Month/Day/Year) |
7. Title and Amount of Underlying Securities (Instr. 3 and 4) |
8. Price of Derivative Security (Instr. 5) |
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) |
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Common Units | (1)(2) | 02/18/2026 | C(1)(2) | 10,000,000 | (1)(2) | (1)(2) | Class A Common Stock | 10,000,000 | $ 0 | 47,530,000 | D | ||||
| Common Units | (1)(2) | (1)(2) | (1)(2) | Class A Common Stock | 600,000 | 600,000 | I | By UTMA on behalf of minor child(3) | |||||||
| Common Units | (1)(2) | (1)(2) | (1)(2) | Class A Common Stock | 600,000 | 600,000 | I | By UTMA on behalf of minor child(3) | |||||||
| Common Units | (1)(2) | (1)(2) | (1)(2) | Class A Common Stock | 600,000 | 600,000 | I | By UTMA on behalf of minor child(3) | |||||||
| Common Units | (1)(2) | (1)(2) | (1)(2) | Class A Common Stock | 600,000 | 600,000 | I | By UTMA on behalf of minor child(3) | |||||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
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Segrave Thomas James Jr. C/O FLYEXCLUSIVE INC. 2860 JETPORT ROAD KINSTON, NC 28504 |
X | X | Chief Executive Officer | |
| /s/ Donald R. Reynolds, Attorney-in-Fact for Thomas James Segrave, Jr. | 02/20/2026 | |
| **Signature of Reporting Person | Date |
| * | If the form is filed by more than one reporting person, see Instruction 4(b)(v). |
| ** | Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
| (1) | 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. |
| (2) | 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. |
| (3) | 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. |