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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
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flyExclusive, Inc. (Name of Issuer) |
Class A Common Stock, $0.0001 par value per share (Title of Class of Securities) |
343928107 (CUSIP Number) |
Thomas James Segrave, Jr. c/o flyExclusive, Inc., 2860 Jetport Road Kinston, NC, 28504 (252) 208-7715 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
01/12/2026 (Date of Event Which Requires Filing of This Statement) |
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.


The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the
Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other
provisions of the Act (however, see the Notes).
SCHEDULE 13D
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| CUSIP No. | 343928107 |
| 1 |
Name of reporting person
Thomas James Segrave, Jr. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
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| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
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| 6 | Citizenship or place of organization
UNITED STATES
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 11 | Aggregate amount beneficially owned by each reporting person
59,930,000.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
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| 13 | Percent of class represented by amount in Row (11)
56.28 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person:
Comprised of an aggregate of 59,930,000 common units ("LGM Common Units") of LGM Enterprises LLC ("LGM"), which consists of the following: (i) 57,530,000 LGM Common Units held directly by the Reporting Person and (ii) 600,000 LGM Common Units held by each of the following through a custodial account established pursuant to the Uniform Transfer to Minor Act for which the Reporting Person is custodian: (a) Thomas James Segrave, Jr. as Custodian for Laura Grace Segrave, (b) Thomas James Segrave, Jr. as Custodian for Madison Lee Segrave, (c) Thomas James Segrave, Jr. as Custodian for Lillian May Segrave and (d) Thomas James Segrave, Jr. as Custodian for Thomas James Segrave, III (collectively, the "Trusts"). In addition, the Reporting Person beneficially owns an aggregate of 59,930,000 shares of Class B Common Stock of flyExclusive, Inc. (the "Issuer") (the "Class B Common Stock") which is comprised of the same ownership amounts for the Reporting Person and the Trusts as the LGM Common Units. From and after December 27, 2024, the Reporting Person may redeem or exchange one LGM Common Unit for one share of the Issuer's Class A Common Stock or, under certain circumstances, a cash payment based on the value of the Issuer's Class A Common Stock. At the time of any such redemption or exchange, the Reporting Person would forfeit an equivalent number of shares of Class B Common Stock to the Issuer. Each share of the Issuer's Class A Common Stock carries one vote per share and each share of Class B Common Stock carries one vote per share and no economic rights.
This percentage of the shares of the Issuer's Class A Common Stock beneficially owned is based on approximately (i) 31,184,738 shares of the Issuer's Class A Common Stock outstanding as of December 31, 2025, as reported in the Issuer's Prospectus Supplement to that certain Prospectus dated June 30, 2025, as filed with the Securities and Exchange Commission (the "SEC") pursuant to Rule 424(b)(5) on Janaury 9, 2026 (the "Prospecutus Supplement"), (ii) 2,255,639 shares of the Issuer's Class A Common Stock to be issued in connection with the offering as outlined in the Prospectus Supplement, (iii) the 59,930,000 shares of the Issuer's Class A Common Stock that the Reporting Person is eligible to convert his LGM Common Units into as discussed in the Schedule 13D filed with the SEC on January 8, 2025 as being issued and outstanding, (ii) 2,519,869 outstanding warrants of EG Acquisition Corp. ("EGA") held by the public outstanding as of December 31, 2025, as reported in the Prospectus Supplement (the "EGA Public Warrants"), (iv) 4,333,333 outstanding private placement warrants of EGA held by EG Sponsor LLC, outstanding as of December 31, 2025, as reported in the Prospectus Supplement (the "Private Placement Warrants"), (v) 4,000,000 shares of Class A Common Stock underlying a warrant issued to EnTrust Emerald (Cayman) LP as reported in the Prospectus Supplement, (vi) 1,000,000 shares of Class A Common Stock underlying a warrant issued to EG Sponsor LLC as reported in the Prospectus Supplement, and (vii) 1,268,100 shares of Class A Common Stock underlying a warrant for EG Sponsor, LLC as reported in the Prospectus Supplement. The calculation assumes that all LGM Common Units, EGA Public Warrants and Private Placement Warrants are exercised or exchanged for one share of the Issuer's Class A Common Stock and that such shares are deemed issued and outstanding. From and after December 27, 2024, the Reporting Person may redeem or exchange one LGM Common Unit for one share of the Issuer's Class A Common Stock or, under certain circumstances, a cash payment based on the value of the Issuer's Class A Common Stock. At the time of any such redemption or exchange, the Reporting Persons would forfeit an equivalent number of shares of Class B Common Stock to the Issuer.
SCHEDULE 13D
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| Item 1. | Security and Issuer | |
| (a) | Title of Class of Securities:
Class A Common Stock, $0.0001 par value per share | |
| (b) | Name of Issuer:
flyExclusive, Inc. | |
| (c) | Address of Issuer's Principal Executive Offices:
2860 Jetport Road, Kinston,
NORTH CAROLINA
, 28504. | |
Item 1 Comment:
This Amendment No. 1 on Schedule 13D amends the statement on Schedule 13D, dated December 27, 2024, which relates to the Issuer's Class A Common Stock, $0.001 par value per share, filed by the Reporting Person. This Amendment No. 1 on Schedule 13D is being filed to show the change in percentage of beneficial ownership held by the Reporting Person as a result of Issuer's financing. | ||
| Item 5. | Interest in Securities of the Issuer | |
| (a) | 59,930,000 - 56.28% | |
| (b) | 59,930,000 | |
| (e) | Not Applicable. | |
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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