FLYEXCLUSIVE INC. Fair Value Disclosure
5. Fair Value Measurements
The following tables present the Company’s fair value hierarchy for its assets and liabilities that are measured at fair value on a recurring basis and indicate the level within the fair value hierarchy of the valuation techniques the Company utilized to determine such fair value:
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Fair Value Measurements at |
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Level 1 |
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Level 2 |
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Level 3 |
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Total |
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Assets: |
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|
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Cash equivalents: |
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Money market mutual funds |
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5,401 |
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|
— |
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|
— |
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5,401 |
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|
|
$ |
5,401 |
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|
$ |
— |
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|
$ |
— |
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|
$ |
5,401 |
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Liabilities: |
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Warrant liability - public warrants |
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$ |
706 |
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|
$ |
— |
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|
$ |
— |
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|
$ |
706 |
|
Warrant liability - private placement warrants |
|
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— |
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1,213 |
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|
|
— |
|
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|
1,213 |
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Warrant liability - Series A penny warrants |
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— |
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|
— |
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2,525 |
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|
2,525 |
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|
$ |
706 |
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|
$ |
1,213 |
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|
$ |
2,525 |
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$ |
4,444 |
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Fair Value Measurements at |
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Level 1 |
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Level 2 |
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Level 3 |
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Total |
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Assets: |
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Cash equivalents: |
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Money market mutual funds |
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$ |
2,710 |
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|
$ |
— |
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|
$ |
— |
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|
$ |
2,710 |
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Investments in securities |
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|
849 |
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64,692 |
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— |
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65,541 |
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|
$ |
3,559 |
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$ |
64,692 |
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|
$ |
— |
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|
$ |
68,251 |
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Liabilities: |
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Warrant liability - public warrants |
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$ |
454 |
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|
$ |
— |
|
|
$ |
— |
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$ |
454 |
|
Warrant liability - private placement warrants |
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|
— |
|
|
|
780 |
|
|
|
— |
|
|
|
780 |
|
Warrant liability - Series A penny warrants |
|
|
— |
|
|
|
— |
|
|
|
1,780 |
|
|
|
1,780 |
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|
|
$ |
454 |
|
|
$ |
780 |
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$ |
1,780 |
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$ |
3,014 |
|
The fair values of government money market funds have been measured on a recurring basis using Level 1 inputs, which are based on unadjusted quoted market prices within active markets. The short-term investments, including investments in fixed income securities, have been measured using quoted pricing on active markets for Level 1 investments and inputs based on alternative pricing sources and models utilizing observable market inputs for Level 2 investments.
The fair value of the Public Warrants is classified as Level 1 due to the use of an observable market quote in an active market. The fair value of the Private Placement Warrants is classified as Level 2 due to the use of an observable market quote for the Public Warrants, which are considered to be a similar asset in an active market. The warrant liability is calculated by multiplying the quoted market price of the Company’s Public Warrants by the total number of Public Warrants and Private Placement Warrants.
The Company’s Level 3 liability consists of the Series A Penny Warrants associated with the issuance of Series A Preferred Stock. This liability has been classified as Level 3 due to the use of an unobservable input within the valuation, namely volatility.
The fair value of the Series A Penny Warrant liability as of December 31, 2025 and December 31, 2024 was determined utilizing a Monte Carlo simulation valuation method, using the following inputs and assumptions:
$ in thousands, except for Stock price, Strike price, and share amounts |
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December 31, 2025 |
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Warrant Shares |
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1,469,519 |
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Aggregate Value Cap |
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$ |
11,250 |
|
Stock price |
|
$ |
4.11 |
|
Strike price |
|
$ |
0.01 |
|
Term (in years) |
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3.18 years |
|
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Volatility |
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109.0 |
% |
Risk free rate |
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|
3.6 |
% |
Dividend Rate |
|
|
— |
% |
$ in thousands, except for Stock price, Strike price, and share amounts |
|
December 31, 2024 |
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Warrant Shares |
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1,274,742 |
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Aggregate Value Cap |
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$ |
11,250 |
|
Stock price |
|
$ |
3.15 |
|
Strike price |
|
$ |
0.01 |
|
Term (in years) |
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4.2 years |
|
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Volatility |
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|
100.0 |
% |
Risk free rate |
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|
4.3 |
% |
Dividend Rate |
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|
— |
% |
The following table shows the change in the fair value of the Series A Penny Warrant liability for the years ended December 31, 2025 and 2024:
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Amount |
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Balance as of December 31, 2023 |
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$ |
— |
|
Issuance of Series A Penny Warrants |
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|
3,747 |
|
Change in fair value of Series A Penny Warrants |
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|
(1,967 |
) |
Balance as of December 31, 2024 |
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|
1,780 |
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Change in fair value of Series A Penny Warrants |
|
|
745 |
|
Balance as of December 31, 2025 |
|
$ |
2,525 |
|
There have been no changes in valuation techniques and related inputs. As of December 31, 2025 and December 31, 2024, there were no transfers between Level 1, Level 2, and Level 3.
Historical Timeline
| Fiscal Year | Filed | |
|---|---|---|
| 2025 | Mar 5, 2026 | Showing above |
| 2024 | Mar 24, 2025 | |
| 2023 | May 1, 2024 | |
| 2022 | Apr 13, 2023 | |
| 2021 | Apr 15, 2022 | |
About Fair Value Disclosures
Fair value disclosures classify all assets and liabilities measured at fair value into a three-level hierarchy: Level 1 (quoted market prices), Level 2 (observable inputs like yield curves), and Level 3 (unobservable inputs requiring management estimates). The proportion of Level 3 assets directly reflects how much of the balance sheet depends on internal models rather than market evidence.
Key signals: a growing Level 3 balance relative to total fair-value assets increases valuation uncertainty and earnings volatility risk. Watch for transfers between levels — assets moving from Level 2 to Level 3 often signal deteriorating market liquidity. Unrealized gains and losses on Level 3 positions flow through earnings or other comprehensive income, so large swings deserve scrutiny. For financial institutions, examine the sensitivity disclosures that show how Level 3 valuations change under alternative assumptions. Compare the fair value of debt against its carrying amount to gauge hidden leverage.