flyExclusive Completes Strategic Aviation Acquisition to Accelerate Fleet Growth and Customer Expansion

flyExclusive Completes Jet.AI Aviation Asset Acquisition to Support Fleet Growth and Long-Term Expansion

flyExclusive, Inc. has completed its previously announced acquisition of the aviation assets of Jet.AI, adding a combination of customers, aircraft, future fleet delivery positions, marketable securities and cash to its growing private aviation platform.

The transaction represents another strategic step in flyExclusive’s efforts to expand its fleet, increase customer activity and strengthen its financial flexibility. Rather than focusing solely on the acquisition of operating aircraft, the transaction brings together a diverse portfolio of aviation and financial assets designed to deliver both immediate operational benefits and long-term growth opportunities.

The acquisition includes Jet.AI jet card members who are expected to generate additional flying activity across the flyExclusive platform. It also includes two HondaJet aircraft and one Citation CJ4 aircraft, adding further capacity to the company’s fleet.

In addition, the transaction includes approximately $4.1 million associated with three future Citation CJ3 delivery positions scheduled for 2027. These positions provide flyExclusive with additional visibility into future fleet expansion and support the company’s strategy of building one of the largest owned and operated light jet fleets in the private aviation industry.

The transaction also includes approximately $6.1 million in securities. These assets represent an indirect ownership interest, through a special purpose vehicle, in publicly traded Space Exploration Technologies Corp. shares. The acquired portfolio further includes approximately $5.3 million in cash, providing additional capital to support future fleet investments and other corporate initiatives.

For flyExclusive, the transaction is significant because it brings together assets that can contribute to the company’s operations in different ways. The acquired customers can support near-term flight activity, while the aircraft add immediate capacity. The future delivery positions provide a foundation for longer-term fleet growth, and the financial assets provide additional flexibility in capital allocation.

Jim Segrave, Founder and Chief Executive Officer of flyExclusive, said the acquisition reflects the company’s broader approach to building its business. According to the company, the transaction is not simply about adding assets but about combining customers, aircraft, future fleet opportunities and financial resources in a way that supports long-term shareholder value.

The acquisition builds on flyExclusive’s recent strategic momentum across several areas of its business. Over the past year, the company has continued to expand its owned and operated light jet fleet, which remains a central element of its private aviation strategy.

The company has also been growing its Challenger fleet to address increasing demand for midsize and super-midsize aircraft. These aircraft provide customers with additional cabin space and range capabilities, making them suitable for a wide range of private aviation missions.

Another important development has been flyExclusive’s appointment as an authorized Starlink Aviation dealer. Through this relationship, the company is able to provide customers with access to next-generation in-flight connectivity while also expanding its capabilities in aviation technology.

The company continues to invest in proprietary technology, maintenance infrastructure and operational capabilities. These investments are intended to support scalable growth and strengthen the platform needed to manage an expanding fleet and customer base.

The Jet.AI transaction supports each of these strategic priorities. The addition of aircraft expands the available fleet, while the future Citation CJ3 delivery positions support continued growth. The addition of jet card customers creates opportunities for increased utilization of flyExclusive’s existing operating platform.

Future aircraft delivery positions have become increasingly valuable assets in the aviation market. Aircraft manufacturers often have long production backlogs, meaning that access to future delivery slots can provide operators with greater visibility into fleet planning.

The three Citation CJ3 delivery positions included in the transaction are scheduled for delivery in 2027. These positions give flyExclusive an opportunity to plan future fleet expansion and support its long-term strategy in the light jet segment.

Brad Garner, Chief Financial Officer of flyExclusive, described the delivery positions as strategic assets that provide visibility into future production and fleet growth. The positions are expected to complement the company’s existing aircraft acquisition strategy.

flyExclusive

The financial assets included in the transaction also provide additional capital allocation flexibility. The securities held through a special purpose vehicle are subject to pre-IPO lock-up restrictions that are scheduled to be released on a staggered basis through December 2026.

flyExclusive has stated that it intends to monetize the direct or indirect position in an orderly manner. The company expects that the assets can eventually be converted into cash to support fleet growth and other operating initiatives.

The company has emphasized that its approach to the acquired financial assets will remain disciplined. Potential uses of capital include additional fleet expansion, debt reduction and other strategic operational investments.

This approach reflects flyExclusive’s broader focus on capital allocation. Each asset acquired in a transaction is evaluated based on its potential contribution to long-term shareholder value. The company believes that the Jet.AI assets provide several potential avenues for value creation, including increased flying activity, future aircraft growth and greater financial flexibility.

Following the completion of the transaction, flyExclusive expects to begin integrating the acquired customers and aircraft into its operations. The company will also evaluate the most effective deployment of the acquired cash and financial assets.

The acquisition comes as flyExclusive continues to expand its position in the private aviation market. The company operates an integrated platform that combines aircraft ownership, charter services, customer programs and aviation operations.

The addition of Jet.AI customers is expected to provide additional activity across the flyExclusive network. By integrating these customers into its platform, the company may be able to increase the utilization of its existing fleet while expanding its relationship with private aviation users.

The acquired HondaJet and Citation CJ4 aircraft also add immediate capacity. Light jets remain an important part of the private aviation market because of their ability to serve a broad range of routes and missions. They can be particularly attractive for customers seeking efficient private travel for shorter regional journeys.

At the same time, the future Citation CJ3 delivery positions give flyExclusive a longer-term path for fleet expansion. The combination of current aircraft and future delivery positions allows the company to address both immediate and future demand.

flyExclusive’s ongoing investments in technology and infrastructure are also expected to support the integration process. The company has continued to develop its operational capabilities with the goal of creating a scalable platform for future growth.

The company’s strategy is centered on disciplined expansion rather than growth for its own sake. Fleet additions, customer growth, technology investments and capital allocation decisions are evaluated based on their potential to strengthen the business over the long term.

The completion of the Jet.AI asset acquisition is therefore another milestone in that strategy. It provides flyExclusive with additional customers, operating aircraft, future fleet opportunities and financial resources at the same time.

However, the company has also acknowledged that its future performance remains subject to a range of risks and uncertainties. These include the potential volatility of the acquired indirect ownership interest in Space Exploration Technologies Corp. shares, as well as the company’s ability to manage, hedge or liquidate the position before applicable lock-up restrictions expire.

Other risks include changes in demand for fractional aircraft ownership and private aviation services, the pace of future aircraft acquisitions, the company’s ability to attract and retain customers, changes in the competitive aviation environment and the impact of broader economic and political conditions.

flyExclusive also faces risks associated with its debt obligations, capital raising activities, potential shareholder dilution, legal proceedings and regulatory requirements. The company must also maintain compliance with the continued listing standards of the NYSE American exchange and meet its required financial reporting obligations.

The private aviation industry is highly competitive and subject to extensive regulation. Changes in economic conditions, fuel prices, aircraft availability, customer demand and industry regulations can all influence the performance of aviation companies.

Despite these challenges, flyExclusive believes the Jet.AI acquisition strengthens its strategic position. The company now has additional operating assets, future fleet opportunities and capital resources that can support its growth plans.

The transaction demonstrates how aviation companies are increasingly looking beyond traditional aircraft acquisitions to build broader portfolios of operating and financial assets. For flyExclusive, the combination of customers, aircraft, delivery positions, securities and cash provides multiple avenues for future expansion.

As the company integrates the acquired assets, its focus will remain on fleet growth, customer expansion, operational efficiency and disciplined capital deployment. The company believes these priorities will help strengthen its competitive position and support its long-term growth objectives.

With the Jet.AI transaction now complete, flyExclusive enters the next phase of its expansion with additional aircraft, new customer opportunities and greater financial flexibility. The company’s continued execution across fleet development, technology, infrastructure and capital allocation will determine how effectively it can convert these assets into sustainable long-term growth.

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