Transaction Advances Balance Sheet Strengthening and Strategic Expansion Plans
flyExclusive, Inc. one of the United States’ prominent private aviation operators, has announced the pricing of its previously disclosed underwritten public offering of common stock, marking an important step in the company’s ongoing capital strategy. The offering consists of 2,255,639 shares of flyExclusive common stock, which have been priced at a public offering price of $6.65 per share, before deducting underwriting discounts, commissions, and other related offering expenses.
The transaction is being led by Lucid Capital Markets, which is serving as the sole book-running manager for the offering. All of the shares included in the offering are being sold directly by flyExclusive, meaning the proceeds will flow to the company rather than to existing shareholders. In addition to the base offering, flyExclusive has granted the underwriter a 45-day option to purchase up to an additional 222,833 shares of its common stock at the same public offering price, less underwriting discounts and commissions. This option, commonly referred to as a “greenshoe,” provides flexibility to accommodate potential excess demand and stabilize trading following the offering.
Subject to the satisfaction of customary closing conditions, the company expects the offering to close on or about January 12, 2026. Upon completion, the capital raised is intended to strengthen flyExclusive’s balance sheet and support its operational and strategic priorities. Specifically, the company has stated that the net proceeds from the offering will be used for working capital and general corporate purposes. These purposes may include, among other things, funding ongoing operations, supporting fleet-related investments, enhancing service capabilities, and maintaining financial flexibility in a dynamic aviation market.
The offering is being conducted pursuant to a shelf registration statement on Form S-3 (File No. 333-287720), which flyExclusive filed with the U.S. Securities and Exchange Commission (SEC) on June 2, 2025. The SEC declared the registration statement effective on June 30, 2025, allowing the company to access the public markets efficiently when conditions are favorable. By utilizing a shelf registration, flyExclusive is able to streamline the offering process while maintaining compliance with U.S. securities regulations.
In connection with the transaction, a preliminary prospectus supplement and accompanying base prospectus have been filed with the SEC and are available to investors through the SEC’s website. The company has also indicated that a final prospectus supplement will be filed with the SEC following the completion of the pricing process. Copies of the final prospectus supplement and the accompanying prospectus, once available, may be obtained by contacting Lucid Capital Markets, LLC, at its New York office. These documents provide important information about flyExclusive, the terms of the offering, and the associated risks that prospective investors should carefully consider before making any investment decisions.
Founded to deliver premium private aviation services, flyExclusive operates a growing fleet designed to meet the needs of business and leisure travelers seeking flexibility, reliability, and personalized service. The company has positioned itself as a key player in the private aviation sector, offering jet card programs, fractional ownership options, and on-demand charter services. As demand for private aviation has evolved in recent years—driven by changing travel preferences, increased emphasis on time efficiency, and heightened expectations for privacy and convenience—flyExclusive has focused on scaling its operations while maintaining service quality.
The decision to raise additional capital through a public offering reflects management’s broader approach to ensuring sufficient liquidity to support both near-term operations and longer-term growth initiatives. Working capital is critical in the aviation industry, where operators must manage significant fixed costs related to aircraft ownership or leasing, maintenance, crew staffing, fuel, and regulatory compliance. Access to incremental capital can also provide flexibility to respond to market opportunities, invest in technology or operational enhancements, and navigate periods of economic uncertainty.
At the same time, flyExclusive emphasized that the press release is not intended to constitute an offer to sell or the solicitation of an offer to buy any securities. No sale of securities will occur in any jurisdiction where such an offer, solicitation, or sale would be unlawful prior to registration or qualification under applicable securities laws. This standard disclaimer underscores the company’s commitment to regulatory compliance across all applicable federal and state jurisdictions.
Overall, the pricing of the $15 million public offering represents a notable milestone for flyExclusive as it continues to execute on its business strategy as a publicly traded private aviation company. By strengthening its capital position, the company aims to enhance its ability to serve customers, invest in its platform, and pursue sustainable growth in a competitive and capital-intensive industry. As the offering moves toward its anticipated closing date, market participants and investors will be watching closely to see how flyExclusive leverages the additional resources to advance its operational and strategic objectives.