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ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion and analysis should be read in conjunction with the Financial Statements included in Item 8 of this report. This Item 7 contains forward-looking statements that involve risks and uncertainties. Undue reliance should not be placed on these forward-looking statements, which speak only as of the date of this report. Actual results may differ materially from those expressed or implied in such forward-looking statements. Factors which could cause actual results to differ materially are discussed throughout this report and include, but are not limited to, those set forth at the end of this Item 7 under the heading “Cautionary Note Regarding Forward-Looking Statements.” Additional factors are found in Item 1A under the heading “Risk Factors”.

Background

Certain Terms - Glossary

The following represents terms and statistics specific to our business and industry. They are used by management to evaluate and measure operations, results, productivity, and efficiency.

Utilization: The average number of Block Hours operated per day per aircraft.

Business Overview

GlobalX operates a US Part 121 domestic flag and supplemental airline using the Airbus A320 family of aircraft. GlobalX’s business model is to (1) provide services on an ACMI basis using wet lease contracts to airlines, whereby we provide aircraft, crew, maintenance, and insurance to customers, and (2) on a Charter basis whereby we provide passenger aircraft charter services to customers by charging an “all-in” fee that includes fuel, insurance, landing fees, navigation fees and most other operational fees and costs. GlobalX operates within the United States, Europe, Canada, the Caribbean Islands, and Central and South America.

Focused on becoming a market leader with differentiated, value-creating solutions

GlobalX intends to become the best-in-class U.S. narrow-body, ACMI charter airline, operating both passenger and cargo charter aircraft while recruiting and maintaining a dynamic team of customer-centric flight crews, ground and maintenance teams and management staff.

GlobalX operates its A320 family aircraft for government agencies, airlines, tour operators, college and professional sports teams, and incentive groups. It is our goal to deliver best in class on time performance and dispatch reliability, expand existing relationships and develop additional relationships.

Business Developments

During the twelve month period ended December 31, 2025 the team devoted efforts towards our stated goal of creating the largest narrow body charter operation in North America with an aim of generating sustainable, long-term profits. To achieve this goal, GlobalX continues to invest in its three key assets– certifications, aircraft, and crew.

From a certifications perspective GlobalX, in the twelve month period ended December 31, 2025, received approval from the Australian Civil Aviation Authority to allow flights into and out of Australia.

From an aircraft perspective GlobalX, in the twelve month period ended December 31, 2025:

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Entered into lease agreements for four A319 passenger aircraft.

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Took delivery of one A321 passenger aircraft, one A319 aircraft and one A320 airframe.

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Leased two engines for the delivered A320 airframe

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Purchased one A320 passenger aircraft, which had been previously leased by GlobalX.

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Extended leases of one A320 aircraft and one A321 aircraft each of which is currently in our fleet.

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Returned one A319 aircraft to the lessor per the terms of the applicable lease.

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Completed nine heavy maintenance events and forty-two non-heavy maintenance events.

From a crew perspective, GlobalX in the twelve month period ended December 31, 2025, increased its pilot headcount from 142 to an all-time Company high of 154.

In short, the twelve month period ended December 31, 2025, was a time when GlobalX invested in its people, prepared for its growth, and established a robust infrastructure for its future.

Reducing Operational Costs

To control costs and maintain a competitive cost per Block Hour flown, GlobalX:

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Flies only one aircraft family (A320).

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Maintains focus on continuous financial discipline and strict departmental budgeting.

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Has implemented and utilizes digital operating methods for both flight and maintenance operations, using best in class aviation software operating systems from leading suppliers including dispatch (Navblue), maintenance (Trax) and training software (Mint). By capitalizing on the latest software, GlobalX can effectively eliminate most manual processes and operate effectively with fewer people than a comparably-sized airline using older software systems.

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Promotes organizational culture of efficiency and high productivity.

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In late Q3, GlobalX initiated several actions to reduce headcount and salaries to better match our revenue projections. Headcount in December was reduced to 661 from a high of 727 in July.

Marketing Plan

GlobalX plans to achieve its revenue goals by flying charter operations for a variety of client groups:

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Scheduled airlines that have short-term or long-term capacity needs to supplement their existing routes or fleets.

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Major tour operators that require airlift above and beyond scheduled service to meet their occupancy needs.

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Professional and collegiate sports teams

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Charter brokers representing a variety of interests, including the entertainment industry, dignitary travel, political campaigns, and government programs.

The Cargo Charter Market

GlobalX added the A321F aircraft to its operating certificate during the first quarter of 2023. The Company believes that the A321F will eventually be a highly sought-after cargo aircraft as a replacement for the aging and retiring Boeing B757 freighter fleet. During the twelve months ended December 31, 2025, we had four cargo aircraft operating. In 2025, GlobalX saw a 55% increase in Block Hours operated compared to 2024. Despite this increased activity level, the cargo charter market continues to be a significant drag on earnings. This is primarily due to the low rates being offered by brokers and customers and the relatively low utilization rates on a per aircraft basis, relative to the rates offered. We expect this dynamic to continue into 2026, and consequently, we are exploring all options to mitigate future losses, including, but not limited to, leasing out engines, parking aircraft, and or returning one or more of our freighter aircraft to lessors.

The Passenger Charter Market

Unlike the cargo charter market, the passenger charter market continues to demonstrate strong demand and served as the economic engine for GlobalX in 2025. There are several macro factors, including the supply of aircraft, reduced direct competition, increased reliance on air charter by college sports teams and general increased customer demand, which are driving increased demand for our services. GlobalX anticipates the high level of demand will continue into 2026. To address this demand, the Company has prioritized the passenger charter market over the cargo charter market, devoted sales and operational resources to develop long-term relationships with key customers and looked to expand the markets served as opportunities arise.

GlobalX Aircraft Fleet

Critical to GlobalX’s business model is a fleet of modern and cost-effective aircraft. To achieve this objective, GlobalX has selected what it believes is the best overall single-aisle aircraft family to operate. This approach differs from traditional airlines, which purchase a variety of aircraft, often from different manufacturers, to achieve their operational flight sectors, resulting in increased training, operating costs and maintenance costs. GlobalX conducted research to determine the best aircraft to fly in competition with other narrow-body charter airlines in the single-aisle seat market and after such research GlobalX selected the A320 aircraft family.

The following factors support GlobalX’s choice to operate the Airbus A320 and A321 aircraft versus the Boeing-737 family of aircraft:

Cost and Operating factors: lower fuel burn, and better aircraft and cockpit crew pool availability.

Operational Capability: the A320 has a range advantage over the 737-800 and can fly non-stop from Miami to most airports throughout North America, South America and the Caribbean, and between most major destinations in Europe. The A320 has excellent maintenance dispatch reliability and strong availability of spare parts and components, making the A320, in management’s estimation, the most popular aircraft among low-cost airlines.

Passenger comfort: wider seat width, larger cargo bin volume for carry-on baggage and larger cargo hold volume.

Aircraft Maintenance

Heavy maintenance checks are expected to be outsourced to FAA-approved service providers. The 6Y and 12Y Checks will be primarily paid for using funds from the accrued maintenance reserves paid to lessors under operating leases.

Strategy to Address Competitive Response

We expect the existing charter operators based in the U.S. to respond to GlobalX’s entry into the market by lowering their pricing to customers. The expected competitive response typically includes lowered ACMI rates for key contracts. We believe GlobalX’s existing relationships with potential customers and the underserved demand in the U.S., coupled with our newer planes allowing for a more cost-efficient operation, will allow us to address and respond to competitive pressures and grow our business.

Experienced management team

Our management team has extensive operating and leadership experience in the airfreight, airline, and aircraft leasing, maintenance, and management industries at companies such as Virgin America, American Airlines, US Airways, Atlas Air, DHL, Eastern Airlines Express, Emirates, North American Airlines, Miami Air, Spirit Airlines, Continental Airlines, Pan Am, and Flair Airlines, as well as the United States Army, and Air Force. In addition, our management team has a diversity of experience from other industries at companies such as KBR, Teladoc, Halliburton, Lehman Brothers, and the Burger King Corporation.

Results of Operations

Years ended December 31, 2025 and 2024

Operating Revenue & Statistics

The analysis of GlobalX results for the years ended December 31, 2025 and 2024 requires an understanding of how the Company fundamentally evolved during that time period. 2024 was our third year of full operations and was a period where the Company was focused on securing additional customers, entering new markets and flying to additional locations; primarily in the domestic and Caribbean markets and within the European market. As a growing company, we were also focused on operating effectively and efficiently.

In 2025, GlobalX continued expanding existing governmental agency relationships, acquired new partners, secured long-term cargo contracts, expandedoperations in the European ACMI market and continued its operations with existing airlines. Our key metric is Block Hours flown and Block Hours flown per available aircraft, which is the measure by which we track commercial activity. While other airlines discuss available seat miles and revenue per available seat mile, cost per available seat mile, these metrics are not germane to our business model as an ACMI and Charter operator. GlobalX charters the entire aircraft, does not take fuel risk, and does not take third party risk therefore our results are evaluated on a Block Hour and Utilization basis.

The following table compares our Operating Fleet (average aircraft equivalents during the period) and total Block Hours operated:

Year Ended December 31,

Operating Fleet 2025 2024 Inc/(Dec) % Change

Total Operating Average Aircraft Equivalents 19.0 16.4 2.6 15.7 %

The following table describes the revenues (in thousands) generated by the Charter, ACMI, and Other operations of GlobalX’s business as well as the number of Block Hours serviced by the Charter, ACMI, and Non-Revenue operations of GlobalX’s business.

Year Ended December 31,

Block Hours

Revenue per Block Hour

Charter revenue for the period decreased $33.2 million or 34.8%, from $95.5 million in 2024 to $62.3 million in 2025. This reduction was primarily driven by a reduction in Charter Block Hours of 28.1%, decreasing from 7,582 Block Hours in 2024 to 4,580 block hours in 2025, which resulted in a $36.2 million reduction in revenue. This reduction was partially offset by an increase in the rate for Charter flying of 4.8% from $12,590 per Block Hour in 2024 to $16,594 per Block Hour in 2025, resulting in a $1.0 million increase in revenue. The decrease in Charter Block Hours was due to an intentional focus on an increased level of flying on an ACMI basis and the Company’s exit from the Cuba-based charter market.

ACMI revenue for the period increased by $52.7 million or 42.8% from $123.1 million in 2024 to $175.8 million in 2025. This increase was driven by an increase in Block Hours from 20,539 in 2024 to 28,251 in 2025, an increase of 37.5% or 7,712 Block Hours. This increase in volume accounted for 86.3% or $45.5 million of the revenue increase. The average revenue per Block Hour increased $257 from $5,992 per Block Hour in 2024 to $6,222 per Block Hour in 2025 and accounted for $7.2 million or 13.7% of the revenue increase. The primary driver for the rate increase was related to our ability to negotiate higher rates with key customers underpinned by strong market demand and a shortage of supply.

Other revenue for the period increased by $3.1 million from $5.2 million in 2024 to $8.3 million in 2025. The increase is primarily driven by more ancillary services provided to our customers.

Operating Expenses

The following table compares our Operating Expenses (in thousands):

Year Ended December 31,

Operating Expenses 2025 2024 Inc/(Dec) % Change

Salaries, wages, and benefits increased $12.7 million or 18.8%, from $67.8 million in 2024 to $80.5 million in 2025, primarily due to an increase in the overall headcount in late 2024 and early 2025. In late Q3 of 2025, several actions were initiated to reduce headcount and salaries in response to aircraft delivery delays and subsequent revenue projections. In December 2025, headcount was reduced to 661 from a high of 727 in July, which will continue to yield operational savings in 2026.

Aircraft fuel decreased by $8.6 million or 36.0%, from $23.8 million to $15.3 million. Approximately 68.6% or $5.9 million of this decrease is attributable to the reduction in the amount of Charter and Non-Revenue Block Hours and approximately 31.4% or $2.7 million is attributable to a reduction in the price of base jet fuel.

Maintenance, materials, and repairs increased by $5.9 million or 44.7%, from $13.2 million to $19.1 million. $3.2 million of the increase or 54.2% was primarily due to the volume of Block Hours flown which increased 6,389 or 24.0% from 26,628 to 33,017 Block Hours. In addition, rate per Block Hour increased $83 per Block Hour or 16.7% from $496 per Block Hour to $579 per Block Hour resulting in an additional $2.7 million of expense. This is primarily due to significant price inflation in both labor and parts.

Depreciation and amortization increased by $5.7 million or 90.8%, from $6.3 million in 2024 to $12.0 million in 2025, primarily driven by aircraft deliveries secured on capital leases, the purchase of an A320 aircraft, and an increase in rotable parts owned.

Contracted ground and aviation services expenses decreased by $1.4 million or 7.1%, from $19.6 million in 2024 to $18.2 million in 2025. This was primarily driven by the reduced number of charter hours since contracted ground and aviation services are not associated with ACMI services.

Travel expensesdecreased $1.7 million or 15.0%, from $11.2 million to $9.5 million. This decrease was primarily driven by a conscious effort of management to focus on reducing travel expense through the creation of local bases tied to flight activity and contract rate negotiations. We are happy with the improvement in 2025 and will continue this focus into 2026.

Insurance expenses decreased $1.0 million or 15.8%, from $6.2 million to $5.2 million, primarily related to a favorable renegotiation of our insurance rates.

Aircraft rent expensesdecreased $0.3 million or 0.4%, from $57.7 million in 2024 to $57.4 million in 2025, primarily driven by a $7.8 million decrease in the number of sub service hours required in 2025 versus 2024. Adding to the savings was a decrease in base rent expenses of $1.1 million or 3.7% from $29.5 million in 2024 to $28.4 million in 2025 driven by a decrease in the average number of aircraft on operating leases in the fleet from 14.2 in 2024 to 13.8 in 2025. Offsetting the savings, was an increase in supplemental rent expenses of $8.6 million or 48.7%, from $17.7 million in 2024 to $26.3 million in 2025 driven by a year-over-year increase in Block Hours.

Operating income (loss) improved $10.0 million, from an operating loss of $1.1 million in 2024 to an operating income of $8.9 million in 2025. This marks the first time in our history that GlobalX has delivered positive operating income. Operating (loss) income as a percentage of revenue improved by 4.1% from (0.5%) in 2024 to 3.6% in 2025. This improvement was a result of GlobalX’s ability to grow its revenue faster than its cost structure as the airline works towards achieving scale and profitability. Three factors drove these results: rates, utilization and scale. The Company’s ACMI rate for the period grew 3.3%, from $5,992 per Block Hour in 2024 to $6,249 per Block Hour in 2025. The Company’s average utilization per available aircraft grew 6.8% for the period from 1,930 Block Hours in 2024 to 2,062 Block Hours in 2025. The Company’s increasing scale also contributed to this positive result, for example, there were savings on a per block hour basis in travel and insurance, which combined with the other factors to drive the improvement.

Non-Operating Expenses

The following table compares our Non-Operating Expenses (in thousands):

Year Ended December 31,

Non-Operating Expenses 2025 2024 Inc/(Dec) % Change

Loss in Canada Jetlines Operations Ltd. - 1,300 (1,300 ) N/A

Interest expense, increased $2.6 million or 28.5% from $9.0 million to $11.5 million driven by the increase of aircraft on capital leases from 2.2 to 4.7 equivalent aircraft, and the financed purchase of one aircraft.

Loss in Canada Jetlines Operations. The bankruptcy of Canada Jetlines resulted in a payment of $1.3 million by the Company to a lessor associated with an aircraft lease for which GlobalX had provided a guarantee, there were no further payments owed or made in 2025 pursuant to this guarantee and none are expected to arise in the future.

Net Loss

Net Loss for the period, due to events and circumstances noted above, improved by $8.8 million or 77.2%, from a net loss of $11.4 million in 2024 to $2.6 million in 2025.

Liquidity and Capital Resources

As of December 31, 2025, the Company had approximately $16.7 million in unrestricted cash and cash equivalents and approximately $3.8 million in restricted cash, an increase of approximately $4.4 million and $2.1 million, respectively, from December 31, 2024. The changes were primarily due to new aircraft deliveries, customer deposits, and cash flow from operations.

The Company has significant fixed and noncancelable lease commitments of aircraft, equipment and related maintenance checks. As of December 31, 2025, the Company had a total of $24.6 million due in the next 12 months of future minimum lease payments under finance and operating leases. As of December 31, 2025, the Company had a total of $100.1 million due after 12 months from the balance sheet date of future minimum lease payments under finance and operating leases, respectively, and approximately $40.5 million in notes payable included in the non-current liabilities presented in the Company’s Consolidated Balance Sheets. The Company finished 2025 with sixteen passenger aircraft and four cargo aircraft and expects the fleet to increase to twenty-one passenger aircraft and remain at four cargo aircraft by the end of 2026. To achieve the number of aircraft deliveries in 2026, the Company currently has threeaircrafts under lease with partial or total deposits paid and two aircraft under binding agreements that are subject to execution of definitive lease documentation and fulfillment of certain closing conditions.

In 2026 GlobalX will continue its business growth by (i) providing services on an ACMI basis using wet lease contracts to airlines and non-airlines, and (ii) on a Charter basis providing passenger and cargo aircraft charter services to customers by charging an “all-in” fee that includes fuel, insurance, landing fees, navigation fees and most other operational fees and costs, (iii) extending GlobalX current operations within the United States, Europe, Canada, Central and South America and continuing recruiting and maintaining a dynamic team of customer-centric flight crews, ground teams and management staff, (iv) Increasing GlobalX’s passenger aircraft fleet to 16 and GlobalX’s cargo aircraft fleet to remain at four within the next 12 months, and (v) projects an increase in total revenue.

The Company expects to improve profitability during the year 2026, mainly as a result of GlobalX’s strategy and ability started in 2024 of developing and implementing growth in its revenue faster than its cost structure. There are a few factors management expects to drive

the improved margins. The Company expects to continue securing higher rates for both ACMI and Charter contracts and the increase of passenger aircraft from 16 to 21 along with improve seasonality on Cargo aircraft contracts.

The ability of GlobalX to execute its build-out and growth strategy and achieve operations will depend on acquiring substantial additional financing through debt financing, equity financing or other means. Failure to obtain such financing may result in the delay or indefinite postponement of such growth strategy or even impact the ability of GlobalX to continue as a going concern.

There can be no assurance that additional capital or other types of financing will be available if needed or that, if available, the terms of such financing will be favorable to GlobalX. If additional financing is raised by GlobalX through the issuance of its securities, shareholders may suffer significant dilution. If additional financing is not available, or if available, not available on satisfactory terms, then this could result in a material adverse effect or could require GlobalX to reduce, delay, scale back or eliminate portions of its actual or proposed operations or could prevent GlobalX from continuing as a going concern.

GlobalX may also need to raise capital by incurring long-term or short-term indebtedness in order to fund its business objectives. This could result in increased interest expense and decreased net income. Investors are cautioned that there can be no assurance as to the terms of such financing and whether such financing will be available. The level of GlobalX’s indebtedness could impair its ability to obtain additional financing in the future on a timely basis to take advantage of business opportunities that may arise.

The Company regularly assesses its anticipated working capital needs, debt and leverage levels, debt maturities, capital expenditure requirements and future investments or acquisitions to maximize shareholder return, efficiently finance our ongoing operations and maintain flexibility for future strategic transactions. The Company also regularly evaluates its liquidity and capital structure to ensure financial risks, adequate liquidity access and lower cost of capital are efficiently managed. Management is actively assessing various options to procure additional funds, including exploring opportunities for additional equity or debt financing to the extent it determines such financing is necessary or appropriate. Management is confident that the augmented cash and cash equivalents, coupled with the anticipated rise in sales linked to the Company’s strategies to attract more funds, will adequately address the Company’s liquidity requirements.

The most significant liquidity events during 2025 were as follows:

Operating Activities. For 2025, net cash provided by operating activities increased $20.0 million to $28.1 million, consisting primarily of $31.4 million in noncash adjustments for depreciation and amortization of fixed assets, operating lease right of use assets and debt issue costs, $11.9 million of increase in accrued liabilities and other liabilities, $4.7 million in interest on finance leases, $2.7 million of share-based payments, $1.3 million of increase in accounts payable and $0.5 million of credit losses. These were partially offset by $19.6 million of decrease in operating leases obligations, $2.6 million of net loss, $1.3 million of increase in prepaid expenses and other current assets, and $0.5 million of increase in accounts receivable. For 2024, net cash provided by operating activities increased $9.5 million to $8.1 million, consisting primarily of $21.2 million in noncash adjustments for depreciation and amortization of fixed assets, operating lease right of use assets and debt issue costs, $5.3 million of increase in accounts payable, $3.2 million of decrease in accounts receivable, $3.1 million in interest on finance leases, $1.7 million of share-based payments, $0.4 million of decrease in prepaid expenses and other current assets and $0.5 million of credit losses. These were partially offset by $14.4 million of increase in operating lease obligations, $1.3 million of decrease in accrued liabilities and other liabilities, $0.4 million of increase of assets held for sale and $11.4 million of net loss.

Investing Activities. For 2025, net cash used for investing activities increased $4.3 million to $14.3 million, consisting of $11.6 million of Purchases of property and equipment, partially offset by $2.7 million of decrease of deposit, deferred costs and other assets. For 2024, net cash used for investing activities decreased $3.3 million to $10.0 million, consisting of $7.2 million of Purchases of property and equipment and $6.3 million of a decrease of deposit, deferred costs and other assets.

Financing Activities. For 2025, net cash used in financing activities increased $5.6 million to $7.3 million, consisting primarily of $5.6 million of Principal payments on finance leases, $1.5 million of Principal payments on note payable, $0.5 million of Noncontrolling interest dividends paid, and $0.2 million of Debt issue costs, partially offset by $0.3 million from Proceeds on issuance of shares. For 2024, net cash used in financing activities was $1.7 million, consisting of $1.8 million of Principal payments on finance leases and $0.2 million of Noncontrolling interest dividends paid, partially offset by $0.3 million from Proceeds on issuance of shares.

Off-Balance Sheet Arrangements

As of December 31, 2025, the Company had no off-balance sheet arrangements.

Critical Accounting Estimates

The preparation of the financial statements in accordance with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect reported amounts and related disclosures in the financial statements. Management considers an accounting estimate to be critical if:

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requires assumptions to be made that were uncertain at the time the estimate was made, and

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changes in the estimate or different estimates that could have been selected could have a material impact on our results of operations or financial condition

We base our estimates and judgments on our experience, our current knowledge, our beliefs of what could occur in the future, our observation of trends in the industry, information provided by our customers and information available from other resources. Actual results may differ from the estimates under different assumptions or conditions. We have identified the following policies and estimates as those that we believe are most critical to our financial condition and results of operations and that require management’s most subjective and complex judgments in estimating the effect of inherent uncertainties: allowance for credit losses, determination of IBR for leases, estimates related to going concern, and deferred tax valuation allowance. See Note 2 of the Company’s consolidated financial statements for significant accounting policies.

Recently Issued Accounting Standards

In December 2023, the FASB issued ASU No. 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures. The standard requires public companies, on an annual basis, to provide enhanced rate reconciliation disclosures, including disclosure of specific categories and additional information for reconciling items that meet a quantitative threshold. The standard also requires public companies to, among other things, disaggregate income taxes paid by federal, state, and foreign taxes. ASU No. 2023-09 became effective for this Annual Report on Form 10-K and was applied using a prospective approach. The standard only impacts required disclosures and did not impact the Company's financial position, results of operations, or cash flows. See note 15 for the Company's income tax disclosures.

In March 2024, the FASB issued ASU 2024-01 – Compensation-Stock Compensation – Amendments. This update aims to improve GAAP by adding an illustrative example to demonstrate how an entity should apply the scope guidance in paragraph 718-10-15-3 to determine whether profits interest and similar awards (“profits interest awards”) should be accounted for in accordance with Topic 718, Compensation-Stock Compensation. The amendments in this update are effective for public business entities for fiscal years beginning after December 15, 2024. The Company adopted the provisions of ASU 2024-01 as of January 1, 2025, which did not materially impact the Company’s financial statements.

In November 2024, the FASB issued ASU No. 2024-03, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures. The standard requires disclosure of certain prescribed costs and expenses within the notes to consolidated financial statements. ASU No. 2024-03 becomes effective for the Company's 2027 Annual Report on Form 10-K. The standard only impacts required disclosures and will not impact the Company's financial position, results of operations, or cash flows. The Company is currently in the early stages of evaluating the impact of ASU No. 2024-03 on its disclosures.

In July 2025, the FASB issued ASU 2025-05 – Financial Instruments—Credit Losses. This update provides all entities with a practical expedient in developing reasonable and supportable forecasts as part of estimating expected credit losses. All entities may elect a practical expedient that assumes that current conditions as of the balance sheet date do not change for the remaining life of the asset. This update will be effective for annual reporting periods beginning after December 15, 2025, and interim reporting periods within those annual reporting periods. Early adoption is permitted in both interim and annual reporting periods in which financial statements have not yet been issued or made available for issuance. Management expects no significant impact after adoption of the new standard.

ITEM 7A. Quantitative and Qualitative Disclosures about Market Risk.

Not Applicable.

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

Page

Global Crossing Airlines Group Inc. CONSOLIDATED FINANCIAL STATEMENTS

Report of Independent Registered Public Accounting Firm (PCAOB No. 89) 29

Consolidated Balance Sheets as of December 31, 2025 and 2024 30

Notes to Consolidated Financial Statements 34

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Stockholders of Global Crossing Airlines Group Inc.

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheets of Global Crossing Airlines Group Inc. (the Company) as of December 31, 2025 and 2024, and the related consolidated statements of operations, stockholders’ equity, and cash flows for each of the years in the two-year period ended December 31, 2025, and the related notes (collectively referred to as the consolidated financial statements). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2025 and 2024, and the results of its operations and its cash flows for each of the years in the two-year period ended December 31, 2025, in conformity with accounting principles generally accepted in the United States of America.

Substantial Doubt about the Company’s Ability to Continue as a Going Concern

The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 1 to the consolidated financial statements, the Company has limited operating history, has recurring net losses, and has a working capital deficit as of December 31, 2025. These factors raise substantial doubt about its ability to continue as a going concern. Management's plans in regard to these matters are also described in Note 1. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Basis for Opinion

These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s consolidated financial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audit, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.

Our audit included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion.

/s/ Rosenberg Rich Baker Berman P.A.

We have served as the Company’s auditor since 2020.

Somerset, New Jersey

March 5, 2026

GLOBAL CROSSING AIRLINES GROUP INC.

CONSOLIDATED BALANCE SHEETS

(In thousands, except par value and share quantities)

Current Assets

Accounts receivable, net of allowance for credit losses 6,782 6,678

Prepaid expenses and other current assets 3,529 2,142

Current assets held for sale 405 489

Current liabilities

Current portion of note payable 3,080 -

Current portion of long-term operating leases 14,262 16,479

Current portion of finance leases 10,304 3,434

Other liabilities

Note payable, net of unamortized debt issuance costs 40,447 29,729

Stockholders’ Equity (Deficit)

Common Stock

Total Company’s stockholders’ deficit (29,530 ) (29,555 )

Noncontrolling interest 52 87

See accompanying notes to consolidated financial statements.

GLOBAL CROSSING AIRLINES GROUP INC.

CONSOLIDATED STATEMENTS OF OPERATIONS

(In thousands, except share and per share amounts)

Operating Expenses

Contracted ground and aviation services 18,227 19,599

Non-Operating Expenses

Loss in Canada Jetlines Operations Ltd. - 1,300

Income tax expense 18 2

Net Income attributable to Noncontrolling Interest 433 87

Net Loss attributable to the Company (3,051 ) (11,472 )

Loss per share:

See accompanying notes to consolidated financial statements.

GLOBAL CROSSING AIRLINES GROUP INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands)

For the years ended December 31,

CASH FLOWS FROM OPERATING ACTIVITIES

Adjustments to reconcile net loss to net cash provided by operating activities:

(Gain) loss on sale of spare parts (214 ) 173

Gain on lease modification (132 ) —

Amortization of debt issue costs 813 649

Amortization of operating lease right of use assets 18,599 14,300

Changes in assets and liabilities:

Assets held for sale 3 (364 )

Prepaid expenses and other current assets (1,293 ) 410

Net cash provided by operating activities 28,095 8,071

CASH FLOWS FROM INVESTING ACTIVITIES

Deposits, deferred costs and other assets (2,685 ) (2,775 )

Purchases of property and equipment (11,603 ) (7,218 )

Net cash used in investing activities (14,288 ) (9,993 )

CASH FLOWS FROM FINANCING ACTIVITIES

Principal payments on finance leases (5,553 ) (1,815 )

Principal payments on note payable (1,496 ) —

Debt issuance costs (169 ) —

Proceeds on issuance of shares 327 329

Proceeds from disgorgement of stockholders’ short-swing profits 12 —

Net cash used in financing activities (7,347 ) (1,711 )

Cash, cash equivalents and restricted cash - end of the period $ 20,503 $ 14,043

Non-cash investing and financing activities

Right-of-use (ROU) assets acquired through operating leases $ 1,614 $ 27,229

Aircraft acquired through note payable $ 14,650 $ -

Aircraft acquired through finance leases $ 24,221 $ 26,414

Airframe acquired through finance leases $ 3,536 $ -

Equipment acquired through finance leases $ 387 $ 205

Cash paid for

See accompanying notes to consolidated financial statements.

GLOBAL CROSSING AIRLINES GROUP INC.

CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY

(In thousands, except shares quantities)

Dividends declared to noncontrolling interest — — — — - (225) (225)

Issuance of shares – options exercised 246,667 — 61 — 61 — 61

Dividends — — — — — (468) (468)

See accompanying notes to consolidated financial statements.

GLOBAL CROSSING AIRLINES GROUP INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

YEARS ENDED DECEMBER 31, 2025 AND 2024

1. NATURE OF OPERATIONS AND GOING CONCERN

Global Crossing Airlines Group Inc., a Delaware corporation (the “Company”, “GlobalX”, “we”, or “our”) was initially incorporated under the laws of British Columbia and continued as a Federal corporation pursuant to the Canada Business Corporations Act effective February 28, 2017. During the year ended December 31, 2020, the Company completed a business acquisition pursuant to which it acquired all of the issued and outstanding shares of Global Crossing Airlines, Inc., a Delaware corporation (“Global USA”). For financial reporting purposes, the Company is considered a continuation of Global USA, the legal subsidiary, except with regard to authorized and issued common stock which is that of the Company, the legal parent. On December 22, 2020, the Company changed its jurisdiction of incorporation from the province of British Columbia, Canada to the State of Delaware. The U.S. Domestication was required for the Company to complete its charter licensing process and will also reflect the Company’s U.S.-business and operations. The Company’s principal business activity is providing passenger aircraft to customers through aircraft operating service agreements including, crew, maintenance, insurance (“ACMI”) and Charter services serving the US, Caribbean and Latin American markets. The Company’s shares trade on the CBOE Canada (the “Exchange” or “CBOE CA”) under the symbol “JET” and the OTCQB under the symbol “JETMF.”

The consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“GAAP”), on a going concern basis which assumes that the Company will be able to realize its assets and discharge its liabilities in the normal course of business for the foreseeable future. As of December 31, 2025, the Company had a working capital deficit of $60.5 million and retained deficit of $73.6 million. The Company began flight operations in August 2021. Without ongoing income generation or additional financing, the Company will be unable to fund general and administrative expenses and working capital requirements for the next 12 months. These material uncertainties raise substantial doubt as to the Company’s ability to continue as a going concern. The Company is evaluating financing its future requirements through a combination of debt, equity and/or other facilities. There is no assurance that the Company will be able to obtain such financing or obtain them on favorable terms. The consolidated financial statements do not reflect the adjustments to the carrying values of assets and liabilities and the reported expenses and statement of financial position classifications that would be necessary were the going concern assumption deemed to be inappropriate. These adjustments could be material.

2. BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of consolidation

The consolidated financial statements include the accounts of the Company, and the following subsidiaries. All intercompany transactions and balances have been eliminated on consolidation. Certain reclassification and format changes have been made to prior year amounts to conform to the 2025 presentation.

Subsidiaries Name Place of incorporation Interest % Principal activity

Investment in Top Flight:

On September 18, 2023, the Company acquired 80% of Charter Air Solutions, LLC (“Top Flight”). Top Flight was established on February 8, 2023, and had no significant transactions from the date of formation to the acquisition date. The balance sheet and operating activity of Top Flight are included in the Company’s consolidated financial statements and we adjust the net income in our consolidated statement of operations to exclude the noncontrolling interests’ proportionate share of results. We present the proportionate share of equity attributable to noncontrolling interests as equity within our Consolidated Balance Sheets. As of December 31, 2025, Top Flight figures did not materially impact the consolidated financial statements of the Company.

Use of Estimates

The preparation of the financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods. Actual results could differ from those estimates.

Cash and Equivalents

The Company considers all highly liquid investments with an original maturity of three months or less to be cash equivalents. The Company maintains cash balances at several financial institutions; at times, such balances may be in excess of insurance limits. The Company has not experienced any losses on these balances.

Restricted Cash

As of December 31, 2025 and 2024, restricted cash of $3.8 and $1.7 million, respectively, were being held by a financial institution as security for future flights.

Accounts Receivable

Accounts Receivable are recorded at the amount due from customers and do not bear interest. The Company determines its allowances for credit losses by considering a number of factors, including the length of time accounts receivable are past due, the Company’s previous loss history, the customer’s current ability to pay its obligation to the Company, and the condition of the general economy and the industry as a whole.

The activity of allowance for credit losses for the years ended December 31, 2025 and 2024, is as follows (in thousands):

December 31,

Balance at beginning of period $ 580 $ 95

Additions to allowance account during period 460 482

Deductions to allowance account during period (250 ) 3

Balance at end of period $ 790 $ 580

The table below details the percentage of overall accounts receivable for customers that represented 10% or more of the total as of the end of each year:

% of Total Accounts receivable

Customer B 15 % 0 %

Customer C 12 % 0 %

Assets held for sale

Assets held for sale mostly consist of the purchased airframe parts from used Airbus 320 bearing manufacturer’s serial number 2090 as completed on sales agreement entered on March 2, 2022. Assets held for sale are valued at the lower of the carrying amount or the net realizable value estimated at December 31, 2025. They were recorded at average cost and are expensed when sold, used or consumed. An allowance for obsolescence on aircraft airframe parts is recorded when impaired to reduce the carrying costs to lower of cost or net realizable value. The Company monitors resale values for its assets held for sale on a regular basis using various qualitative and

quantitative matters including analysis of current sales, estimates obtained from outside vendors, physical counts, internal discussions, among others. As of December 31, 2025, the Company did not identify items that were obsolete and recorded a $0 allowance for obsolete items on the Consolidated Balance Sheet.

Intangible Assets

The Company entered into an agreement on September 21, 2023, to invest $0.5 million in the purchase of 54,000 carbon offsets from Karbon-X to be paid monthly over 36 months from October 1, 2023, to September 1, 2026. The carbon offsets intangibles were initially measured at cost and carried at cost less any accumulated amortization.

During the year ended December 31, 2024, the Company decided to cancel the Karbon-X project, and thus the purchase of the remaining unpaid 36,000 carbon offsets. As a result, during the year ended December 31, 2024, the Company adjusted intangible asset cost and related liabilities for $0.3 million. No cost was incurred because of the cancellation of the carbon offsets.

As of December 31, 2025, the Company had $0.4 million of intangible asset cost and accumulated amortization of $38,000, which is presented in the “Deposits and Other Assets” on the Consolidated Balance Sheet.

Lessor Maintenance Deposits

GlobalX’s aircraft lease agreements provide that GlobalX pay maintenance reserves monthly to aircraft lessors to be held as collateral in advance of major maintenance activities required to be performed by GlobalX. Maintenance reserve payments are either fixed, or variable based on actual flight hours or cycles. These lease agreements provide that maintenance reserves are reimbursable to GlobalX upon completion of the maintenance event in an amount equal to the lesser of (1) the amount of the maintenance reserve held by the lessor associated with the specific maintenance event or (2) the qualifying costs related to the specific maintenance event.

Maintenance reserve payments that are expected to be recoverable via reimbursable expenses will be reflected as Lessor Maintenance Deposits on the accompanying Consolidated Balance Sheets in “Prepaid expenses and other current assets” and “Other assets”. As of December 31, 2025 and 2024, Lessor Maintenance Deposits totaled $2.8 million and $2.1 million, respectively.

Heavy Maintenance

The Company accounts for heavy maintenance costs for airframes and engines using the deferral method. Under this method, expense recognition of scheduled heavy maintenance events is deferred and amortized over the estimated period until the next scheduled heavy maintenance event is required. For the year ended December 31, 2025, the Company incurred amortization expense of $1.1 million with respect to heavy maintenance costs and had $4.4 million in deferred maintenance costs. For the year ended December 31, 2024, the Company incurred amortization expense of $1.1 million with respect to heavy maintenance costs and had $2.9 million in deferred maintenance costs.

Property & Equipment

Property and equipment are recorded at cost at the acquisition date of such property or equipment and depreciated on a straight-line basis to an estimated residual value over their estimated useful lives or lease term, whichever is shorter, as follows:

Office and Ground Equipment 5 years

Computer Hardware and Software 3-5 years

Airframe 6 years (lesser of 25 years or date until next 12Y check)

Modifications that enhance the operating performance or extend the useful lives of leased airframes are considered leasehold improvements and are capitalized and depreciated over the economic life of the asset or the term of the lease, whichever is shorter.

The Airframe and Engines of the Company have an estimated salvage and residual value of $2.8 million and $11.0 million, respectively. Such amounts were determined in conjunction with third-party appraisers.

The components of property and equipment, net are as follows (in thousands):

Leasehold Improvements, Aircraft, Other 3,913 2,880

Computer Hardware and Software 1,425 1,303

Less: Accumulated Depreciation (4,899 ) (1,821 )

Total Property and Equipment, Net $ 33,578 $ 10,308

During the years ended December 31, 2025 and 2024, depreciation of property and equipment was $3.2 million and $1.8 million, respectively.

Equity Investments

Investments in partnerships and less-than-majority owned subsidiaries in which the Company does not have control but has the ability to exercise significant influence over operating and financial policies, are accounted for using the equity method of accounting. The equity method investments are included in the accompanying Consolidated Balance Sheets under “Other assets”. The Company’s share of earnings or losses from these investments is shown in the accompanying Consolidated Statements of Operations in Expenses – Other”. Equity method investments are initially recognized at cost. The carrying amount of the equity investment is adjusted at each reporting period by the percentage of any change in its equity corresponding to the Company’s percentage interest in these equity affiliates. The carrying costs of these investments are also increased or decreased to reflect additional contributions or withdrawals of capital. Any difference in the book equity and the Company’s pro-rata share of the net assets of the investment will be reported as gain or loss at the time of the liquidation of the investment. It is the Company’s policy to record losses in excess of the investment if the Company is committed to provide financial support to the investee. No equity investments at December 31, 2025 and 2024. See Note 3.

Fair Value Measurements

Accounting standards define fair value as the exchange price that would be received for an asset or the price paid to transfer a liability in the principal or most advantageous market for such asset or liability in an orderly transaction between market participants on a given measurement date. The standards also establish a fair value hierarchy, which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. Under GAAP, there are three levels of inputs that may be used to measure fair value:

Level 1 – Quoted prices for identical assets or liabilities in active markets.

Level 2 – Observable inputs other than Level 1 prices, such as quoted prices for similar assets or liabilities in active markets; quoted prices for identical or similar assets or liabilities in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities.

Level 3 – Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities.

As of December 31, 2025 and 2024, the Company’s assets’ and liabilities’ carrying values are approximately equal to their fair values.

Evaluation of Long-Lived Assets

Long-lived assets are evaluated whenever events or changes in circumstances indicate that the carrying amount may not be recoverable or the useful life has changed. Such indicators include significant technological changes, adverse changes in market conditions and/or poor operating results. The carrying value of a long-lived asset group is considered impaired when the projected undiscounted future cash flows are less than its carrying value. The amount of impairment loss recognized is the difference between the estimated fair value

and the carrying value of the asset or asset group. Fair value is determined using various valuation techniques including discounted cash flow models, quoted market values and third-party independent appraisals, as considered necessary. No impairment losses were recognized during the years ended December 31, 2025 and 2024.

Stock-Based Compensation

The Company accounts for stock-based compensation in accordance with ASC Topic 718, “Compensation – Stock Compensation” (“ASC 718”) which establishes financial accounting and reporting standards for stock-based employee compensation. It defines a fair value-based method of accounting for an employee stock option or similar equity instrument.

The Company recognizes all forms of share-based payments, including stock option grants, warrants and restricted stock grants, at their fair value on the grant date, which are based on the estimated number of awards that are ultimately expected to vest.

Estimating fair value for granted stock options and compensatory warrants requires determining the most appropriate valuation model which is dependent on the terms and conditions of the grant. This estimate also requires determining the most appropriate inputs to the valuation model including the expected life of the option or warrant, volatility, dividend yield, and rate of forfeitures and making assumptions about them.

Estimating fair value for granted restricted share units requires estimating the number of awards likely to vest on grant and at each reporting date up to the vesting date. The estimated forfeiture rate is adjusted for actual forfeitures in the period.

Grants of share-based payment awards issued to non-employees for services rendered have been recorded at the fair value of the share-based payment. The grants are amortized on a straight-line basis over the requisite service periods, which is generally the vesting period. If an award is granted, but vesting does not occur, then any previously recognized compensation cost is reversed in the period related to the termination of service. Stock-based compensation expenses are included in the Consolidated Statements of Operations under the heading “Salaries, Wages, & Benefits”.

Income taxes

The estimation of income taxes includes evaluating the recoverability of deferred tax assets and liabilities based on an assessment of the Company’s ability to utilize the underlying future tax deductions against future taxable income prior to expiry of those deductions. Management assesses whether it is probable that some or all of the deferred income tax assets and liabilities will not be realized. The ultimate realization of deferred tax assets and liabilities is dependent upon the generation of future taxable income. To the extent that management’s assessment of the Company’s ability to utilize future tax deductions changes, the Company would be required to recognize more or fewer deferred tax assets or liabilities, and deferred income tax provisions or recoveries could be affected.

Leases

Lease classification is evaluated by the Company at lease commencement and when significant amendments are executed. The Company’s leases generally do not provide a readily determinable implicit rate; therefore, the Company estimates the incremental borrowing rate to discount lease payments based on information available at lease commencement. The lease term consists of the noncancellable period of the lease and periods covered by options to extend the lease if the Company is reasonably certain to exercise the option. For leases of 12 months or less, the Company expenses lease payments on a straight-line basis over the lease term.

Operating lease right-of-use assets and Operating lease obligations

For all operating leases with a term greater than 12 months, the Company recognizes a right-of-use asset and a lease liability at the lease commencement date based on the estimated present value of future minimum lease payments, which includes certain lease and non-lease components, over the lease term. “Operating lease right-of-use assets” and “Operating lease obligations” have their own lines on the Consolidated Balance Sheets.

Finance Leases

Finance leases are initially recorded at the net present value of future minimum lease payments, which includes certain lease and non-lease components. Finance leases generally have one of these five attributes: 1) ownership of the underlying asset transfers to the Company at the end of the lease term, 2) the lease agreement contains a purchase option that the Company is reasonably certain to exercise, 3) the lease term represents the major part of the asset’s economic life, 4) the present value of lease payments over the lease term equals or exceeds substantially all of the fair value of the asset, and 5) the underlying asset is so specialized in nature that it provides no alternative use to the lessor after the lease term. Finance lease assets are presented separately on the Consolidated Balance Sheets

under the heading “Finance leases, net”. The Company depreciates finance lease assets consistent with its useful life policy presented in the property & equipment table above.

Leased Aircraft Return Costs

The Company’s aircraft lease agreements often contain provisions that require the Company to return aircraft airframes, engines, and other aircraft components to the lessor in a certain condition or pay an amount to the lessor based on the airframe and engine’s actual return condition. Lease return costs are recognized beginning when it is probable that such costs will be incurred, and they can be estimated. The Company assesses the need to accrue lease return costs periodically throughout the year or whenever facts and circumstances warrant an assessment. When costs become both probable and estimable, lease return costs are expensed as a component of “Aircraft Rent” on the Consolidated Statements of Operations.

In addition, the Company leases office space under a month-to-month agreement. For leases with terms greater than 12 months, including renewal options when appropriate, we record the related right-of-use asset and lease liability as the present value of fixed lease payments over the lease term.

Customer deposits

Customer deposits represent money we receive from our customers as a security deposit for their contract. The money will either be returned to the customer at the end of the contract or used for payment of any unpaid invoices/debts the customer has during the contract term.

Deferred revenue

Deferred revenue represents revenue prepayments. Customers pay in advance of their flights and the funds are held as Deferred revenue until the flight takes place. Charter customers typically pay a 10% deposit upon signing a contract and the remainder 30 days before the flight. If the contract is signed less than 30 days from the date of the flight, then the entire amount is collected upon signing. ACMI customers typically pay 2 weeks in advance other than government contracts which pay approximately 2 weeks in arrears.

Revenue Recognition

The Company generates operating revenues by providing passenger aircraft outsourcing services to customers on a Charter and ACMI basis, in exchange for guaranteed minimum revenues at predetermined levels of operation for defined periods of time. The Company also generates other operating revenue from the cancellation of flights from customers and chargebacks related to charter costs including but not limited to fuel, airport fees, navigation fees, and ground handling.

Our performance obligations under Charter contracts involve the provision of passenger aircraft charter services to customers, including various US Government agencies, brokers, freight forwarders, direct shippers, airlines, college sports teams and fans, and private charter customers. Our obligations are for one or more flights based on a specific origin and destination. The Company typically bears all direct operating costs for charters, which include fuel, insurance, landing and navigation fees, and most other operational fees and costs. The time interval between when an aircraft departs the terminal until it arrives at the destination terminal is measured in hours and called “Block Hours.” Revenue from Charter contracts is typically recognized over time as the services are performed based on Block Hours operated on behalf of a customer. Payment terms and conditions vary by charter contract, although the vast majority of contracts require payment in advance of the services being provided. Since advance payments are typically made shortly before the services are performed, such payments are not considered significant financing components.

Our performance obligations under ACMI contracts involve outsourced passenger aircraft operating services, including the provision of an aircraft, crew, maintenance and insurance. ACMI contracts generally provide for the transfer of the benefits from these performance obligations on a combined basis through the operation of the aircraft over time. Customers assume fuel, demand and price risk. Generally, customers are also responsible for landing, navigation and most other operational fees and costs. When we act as an agent for costs reimbursed by customers, such reimbursed amounts are recorded as operating revenue, net of the related costs, when the costs are incurred. When we are responsible for any of these costs, such reimbursed amounts are recorded as operating revenue and the costs are recorded as Operating Expenses as incurred.

Revenue from ACMI contracts is typically recognized over time as the services are performed based on Block Hours operated on behalf of a customer during a given month.

Other operating revenue is typically recognized over time as the services aforementioned are provided to customers. Related to the cancellation fees, these are earned from customers and recognized in the period for which the operations were scheduled.

The following table presents disaggregated revenues by service type for the years ended December 31, 2025 and 2024 (in thousands):

For the years ended December 31,

The table below details the percentage of overall revenue for customers that represented 10% or more of the total as of the end of each year:

% of Total Consolidated Revenue

For the years ended December 31,

Customer B 0 % 12 %

Segment Reporting

In accordance with FASB ASC Topic 280, Segment Reporting, the Company has determined that it conducts its business through one reportable which is a single operating segment by providing charter customized, non-scheduled passenger and cargo air transportservices with narrow-body Airbus A320 and A321 family aircraft. The Company derives all its revenue in the United States of America (USA).

Our key metric is Block Hours flown and Block Hours flown per available aircraft, which is the measure by which the Company tracks commercial activity. The Company's President and Chief Financial Officer, considered the Company’s chief operating decision maker (CODM), manages the business activities of the entire aircraft fleet and evaluate results on a consolidated Block Hour and Utilization basis.

The CODM also review financial results of the Company's on a consolidated basis, including disaggregated information about our revenue, for purposes of making operating decisions, assessing financial performance and allocating resources. Net income (loss) is our primary measure of profit or loss, as presented on our Consolidated Statements of Operations. The CODM is not provided asset information by reportable segment as asset information is provided to the CODM on a consolidated basis.

The CODM also uses net income (loss) to monitor budget versus actual results. The monitoring of net income (loss) budgeted versus actual results are also used in in making operating decisions, assessing financial performance and allocating resources.

The Company did not have intra-entity sales or transfers during the years ended December 31, 2025 and 2024.

3. EQUITY INVESTMENTS

Investment in Canada Jetlines Operations Ltd.:

GlobalX held 25% of the shares issued and outstanding of Canada Jetlines Operations Ltd. (“Jetlines”) and accounted for the investment in accordance with the equity method.

On September 11, 2024, Canada Jetlines Operations Ltd. filed an Assignment in Bankruptcy after finding that it would be unable to secure financing to continue with its proposal under the Bankruptcy and Insolvency Act. BDO Canada Limited was assigned as trustee of the bankrupt estate. Prior to bankruptcy, the Company held approximately 7% ownership of Jetlines. As a result of the filing, Jetlines shares were deemed to be worthless with its outstanding shares cancelled in accordance with its proposal under the Bankruptcy and Insolvency Act.

The Company had provided a guarantee for one of their aircraft and as a result it settled a $1.3 million obligation with lessor of related aircraft during the year ended December 31, 2024, as recorded in current liabilities and non-operating expenses on the Company’s Consolidated Balance Sheets and Statement of Operations, respectively.

4. DEBT ISSUANCE COSTS

In relation to the aggregate of $35.7 million of Secured Notes issued by the Company on August 2, 2023, and December 21, 2023, the Company capitalized $6.9 million of debt issuance costs. These debt issuance costs are netted against the outstanding principal portion on the Consolidated Balance Sheets as “Note payable, net of unamortized debt issuance costs” and amortized to interest expense using the effective interest method. The Company amortized $0.8 million and $0.6 million of the related debt issuance costs during the years ended December 31, 2025 and 2024, respectively. In addition, as of December 31, 2025 and 2024, unamortized debt issuance costs totaled $5.2 million and $6.0 million, respectively, and are included in “Note payable, net of debt issuance costs” in the Consolidated Balance Sheets.

As it relates to the $14.7 million Promissory Note issued by the Company on July 11, 2025, the Company netted $0.2 million of debt issuance costs against the outstanding principal portion. These debt issuance costs are capitalized on the Consolidated Balance Sheets as “Note payable, net of unamortized debt issuance costs” and amortized to interest expense using the straight-line method, as results are materially consistent with the effective interest method. The Company amortized $12 thousand of the related debt issuance costs during the year ended December 31, 2025. In addition, as of December 31, 2025, unamortized debt issuance costs totaled approximately $154,000 and are included in “Note payable, net of debt issuance costs” in the Consolidated Balance Sheets.

5. LEASES

As of December 31, 2025, and 2024, the Company operated 19 and 18 leased aircraft, respectively, which are accounted for under operating and finance lease agreements with terms ranging from 22 months to 10 years.Leases with an initial term of 12 months or less will be recognized in the Consolidated Statements of Operations on a straight-line basis over the lease term. These leases primarily relate to the Company’s lease agreements for the month-to-month agreement for office space and leases for office equipment.

For operating leases with terms greater than 12 months, including renewal options when appropriate, we record the related right-of-use asset and lease liability as the present value of fixed lease payments over the lease term.

In addition, some aircraft leases require the Company to make maintenance reserve payments to cover the cost of major scheduled maintenance for the aircraft. These payments are generally variable as they are based on utilization of the aircraft, including the number of flight hours flown and/or flight departures, and are not included as minimal rental obligations.

On August 8, 2023, the Company entered into a lease agreement for one A320 passenger aircraft. The three-year lease commenced on September 3, 2024. Under the agreement, the Company will pay the lessor a fixed monthly rent for 36 months, plus supplemental rent for maintenance of the aircraft.

On November 20, 2023, the Company entered into a lease agreement for one A320 passenger aircraft. The approximately seven-year lease term commenced on February 9, 2024. Under the agreement, the Company will pay the lessor a fixed monthly rent for 86 months, plus supplemental rent for maintenance of the aircraft.

On December 22, 2023, the Company entered into a lease agreement for one A321F cargo aircraft. The ten-year lease commenced on March 8, 2024. Under the agreement, the Company will pay the lessor a fixed monthly rent for 120 months, plus supplemental rent for maintenance of the aircraft.

On January 19, 2024, the Company entered into a lease agreement for one A320 passenger aircraft. The approximately one-year lease commenced on July 9, 2024. Under the agreement, the Company will pay the lessor a fixed monthly rent for 16 months, plus supplemental rent for maintenance of the aircraft.

On April 16, 2024, the Company entered into a lease agreement for one A320 passenger aircraft. The six-year lease commenced on April 17, 2024. Under the agreement, the Company will pay the lessor a fixed monthly rent for 72 months, plus supplemental rent for maintenance of the aircraft.

On April 29, 2024, the Company entered into a lease agreement for one A321F passenger aircraft. The approximately one-year lease commenced on January 31, 2025. Under the agreement, the Company will pay the lessor a fixed monthly rent for 22 months, plus supplemental rent for maintenance of the aircraft. Following the expiration date, the aircraft is expected to undergo a passenger-to-freighter conversion and a second lease after completion which will run through an additional 102 months from redelivery date.

On June 6, 2025, the Company entered into a lease agreement for one A319 passenger aircraft. The approximately two-year lease commenced on October 24, 2025. Under the agreement, the Company will pay the lessor a fixed monthly rent for 27 months, plus supplemental rent for maintenance of the aircraft.

On June 6, 2025, the Company signed a lease agreement for one A319 passenger aircraft and paid commitment fees to the lessor. The lease will commence upon aircraft delivery which is expected to be in 2026 and will run through 36 months from the delivery date. In addition to basic rent due, the Company will pay the lessor supplemental rent for maintenance of the aircraft.

On June 6, 2025, the Company signed a lease agreement for one A319 passenger aircraft and paid commitment fees to the lessor. The lease will commence upon aircraft delivery which is expected to be in 2026 and will run through 37 months from the delivery date. In addition to basic rent due, the Company will pay the lessor supplemental rent for maintenance of the aircraft.

On June 6, 2025, the Company signed a lease agreement for one A319 passenger aircraft and paid commitment fees to the lessor. The lease will commence upon aircraft delivery which is expected to be in 2026 and will run through 39 months from the delivery date. In addition to basic rent due, the Company will pay the lessor supplemental rent for maintenance of the aircraft.

On August 15, 2025, the Company signed a lease agreement for one V2527-A5 aircraft engine. The two-year lease commenced on October 8, 2025. Under the lease agreement, the Company will pay the lessor a fixed monthly rent for 24 months, plus supplemental rent for maintenance of the aircraft engine.

On August 15, 2025, the Company entered into a lease agreement for one A320 passenger aircraft airframe. The three-year lease commenced on August 28, 2025. Under the lease agreement, the Company will pay the lessor a fixed monthly rent for 36 months. According to the lease terms, at the end of the lease the Company will own the airframe.

The Company reviewed the operating leases for extension options that may be reasonably certain to be exercised and then would become part of the right-of-use assets and lease liabilities. On December 21, 2022, and October 10, 2023, the Company executed extensions for two aircraft, extending their lease terms by 60 and 15 months, respectively. The first extension changed the original expiration date from June 1, 2023, to May 31, 2028, and the second changed the original expiration date from October 1, 2023, to December 31, 2024. On March 27, 2024, the Company signed an additional extension for 74 months, moving the previously extended expiration date of December 31, 2024 to February 28, 2031. The terms of these extensions granted the Company the right to use the assets for the additional periods with no changes to basic rent. Accordingly, each extension was accounted for as a lease modification under ASC 842, rather than as a new contract, and the Company remeasured the right-of-use asset, lease liability, discount rate, lease term, and lease classification as of each modification date.

On August 1, 2024, the Company signed a new lease extending one A320 passenger aircraft for an additional 93 months from the original expiration date of November 15, 2023 to April 30, 2032. The terms of the extension include contingencies relating to the lessor’s timely delivery of engine repairs and incremental increases in monthly basic rent over the lease term. As these terms differed materially from the original lease, the extension was accounted for as a new lease under ASC 842, and the Company recorded a new right-of-use asset and lease liability as of the lease commencement date. On December 11, 2025, the Company signed an amendment to extend one aircraft lease term for an additional four years. The terms of the extension included incremental increases in monthly basic rent over the lease term. This extension was accounted for as a new finance lease, reclassified from an operating lease, under ASC 842, and the Company recorded a new right-of-use asset and lease liability as of the lease commencement date.

As of December 31, 2025, the Company had 71 aircraft support equipment and buildings capitalized within its Consolidated Balance Sheets, with useful lives ranging from 60 months to 30 years. All aircraft support equipment was financed through finance and operating leases with terms between one and seven years. The related right-of-use assets and lease liabilities are recorded at the present value of fixed lease payments over the lease term. Amortization of equipment under both finance and operating leases is recognized on a straight-line basis over the lease term and is included in “Depreciation and amortization” in the Consolidated Statements of Operations. Residual values for equipment are estimated to range from 0% to 77%. Certain finance leases include optional renewal periods. Generally, the Company does not consider these renewal periods reasonably certain to be exercised because the initial lease term covers all or substantially all of the useful life of the equipment. Accordingly, such renewal periods are not included in the lease term, and no related payments are reflected in finance lease assets or finance lease liabilities.

The following table presents lease costs related to the Company’s finance and operating leases (in thousands):

For The Years Ended December 31,

Finance lease cost

Amortization of leased assets $ 6,903 $ 3,238

Interest of lease liabilities 4,720 3,043

Operating lease cost

(1) Expenses are classified within Aircraft Rent on the Company’s Consolidated Statements of Operations.

(2) Expenses are classified within Other on the Company’s Consolidated Statements of Operations.

The Company uses the rate stated in the lease to discount lease payments to present value. In the event the leases do not provide a readily determinable implicit or stated rate, the Company estimates the incremental borrowing rate to discount lease payments based on information available initially at adoption and at lease commencement going forward, taking into consideration recent debt issuance as well as publicly available data for instruments with similar characteristics. The table below presents lease terms and discount rates related to the Company’s finance and operating leases:

Weighted-average remaining lease term

Operating leases 5.43 years 5.92 years

Finance leases 5.07 years 6.34 years

Weighted-average discount rate

The table below presents cash and non-cash activities associated with our leases (in thousands):

For The Years Ended December 31,

Cash paid for amounts included in the measurement of lease liabilities:

Operating cash flows from operating leases $ 19,584 $ 14,430

Financing cash flows from finance leases $ 5,553 $ 1,815

Future minimum lease payments under finance and operating lease liabilities (in thousands) with initial terms in excess of one year are as follows:

Finance Leases Operating Leases

Present value of minimum lease payments 51,009 73,636

We also lease office space and office equipment for our headquarters, airport facilities, and certain airport gate facilities and maintenance facilities on a month-to-month basis. Amounts for leases that are on a month-to-month basis are not included as an obligation in the table above.

6. COMMITMENTS AND CONTINGENCIES

The Company has contractual obligations and commitments primarily with regard to management and development services, lease arrangements, and financing arrangements.

The Company is subject to various legal proceedings in the normal course of business and records legal costs as incurred. Management believes these proceedings will not have a materially adverse effect on the Company.

7. CAPITAL COMMITMENTS

GEM Global Yield LLC SCS

On May 4, 2020, the Company entered into an agreement with GEM Global Yield LLC SCS (“GEM”), to provide the Company with up to CAD $100.0 million over a 36-month term following the closing of the transaction (the “Facility”). The CAD $100.0 million is in the form of a capital commitment that allows the Company to draw down funds during the 36-month term by issuing shares to GEM (or such persons as it may direct) and subject to share lending arrangement(s) being in place. On July 8, 2020, the TSX Venture Exchange provided approval for the Facility.

The Company entered into a promissory note to pay GEM Yield Bahamas Limited a fee equal to two percent (2%) of the aggregate amount of the facility (i.e. CAD $2.0 million or approximately USD $1.4 million). The fee is payable, whether or not any draw down notices have been delivered. The note bears interest at 5% above the base rate of Barclays Bank PLC as per the promissory note. The note was recorded as a deferred finance cost on the Consolidated Balance Sheets.

In addition, on July 10, 2020, pursuant to the terms of the Facility, the Company issued 2,106,290 warrants to GEM exercisable at a price of CAD $0.50 per share until May 4, 2023. On October 1, 2021, GEM filed initial pleadings in the Supreme Court of the State of New York, County of New York, claiming the Company breached the share subscription agreement between the parties by failing to pay a $0.5 million fee due on May 4, 2021. GEM requested repayment in full of the CAD $2.0 million promissory note issued by the Company to GEM plus accrued interest and costs and expenses related to collection. On January 18, 2023, the Court granted summary judgment in favor of GEM. On March 29, 2023, Global Crossing Airlines and GEM entered a final settlement which included a payment plan for the CAD $2.0 million free of interest and costs and expenses related to collection over nine months plus the extension of the agreement for 12 months. Upon final payment GEM agreed to file a satisfaction of judgment in County of New York, effectively settling this issue. GlobalX made payments due under the settlement agreement and the Company had no outstanding balance as of December 31, 2024. In addition, the Company expensed the full outstanding amount capitalized as deferred financing costs of $2.8 million as of December 31, 2023.

On March 4, 2024, Global Crossing Airlines and GEM decided to extend the Facility by 12 months. On March 4, 2025, Global Crossing Airlines and GEM decided not to extend the length of the Facility by an additional term and the Facility expired.

8. INCOME TAXES

The Company’s effective tax rate for the years ended December 31, 2025 and 2024 was (0.70%) and (0.02%), respectively. The effective tax rate represents a blend of federal and state taxes and includes the impact of certain nondeductible items.

The following table summarizes the significant components of the provision for income taxes from continuing operations (in thousands):

For the Year Ended December 31, 2025 For the Year Ended December 31, 2024

Federal:

Current $ — $ —

State:

Change in valuation allowance 273 2,381

Total income tax provision $ 18 $ 2

During the years ended December 31, 2025 and 2024, the Company did not make any income tax payments.

The income tax provision differs from that computed at the federal statutory corporate tax rate as follows (in thousands):

For the Year EndedDecember 31, 2025 For the Year EndedDecember 31, 2024

Expected provision at Federal statutory tax rate 21.00 % 21.00 %

State tax expense, net of Federal benefit (10.90 )% 2.17 %

Change in valuation allowance (10.48 )% (20.80 )%

Permanent difference (1.67 )% (2.05 )%

The following table summarizes the Company's effective income tax rate reconciliation disaggregated into the categories below (in thousands):

Consolidated US

Federal Statutory Rate 21%

Loss before income taxes $(2,600) $(2,600)

Tax Affected Categories:

Income Tax Benefit at federal statutory rate (547) (547)

Business Entertainment 57 57

Fines & Penalties 4 4

Stock Option - Windfall (17) (17)

Deferred true up (29) (29)

Return to provision (6) (6)

Total provision $18 $18

The following table summarizes the significant components of the Company’s deferred taxes (in thousands):

For the Year EndedDecember 31, 2025 For the Year EndedDecember 31, 2024

Deferred tax assets (liabilities):

Share based compensation 430 248

Allowance for doubtful accounts 187 141

Unrealized Loss 14 14

Total deferred tax assets (liabilities) $ 16,193 $ 15,919

Net deferred tax assets (liabilities) $ — $ —

As of December 31, 2025 and 2024, the Company has net operating losses available for deduction against future taxable income of $54.7 million and $53 million, respectively. The net operating losses do not expire and may be carried forward indefinitely. The amount of state NOLs available equals the amount of federal NOLs.

In assessing the realizability of deferred tax assets, management considers whether it is more likely than not that some portion or all the deferred tax assets will not be realized. The ultimate realization of the deferred tax assets is dependent upon the generation of future taxable income during periods in which the temporary differences become deductible. Management considers the scheduled reversal of the liabilities (including the impact of available carryback and carryforward periods), projected future taxable income, and tax-planning strategies in making this assessment. It was concluded on a more-likely-than-not basis that the Company’s deferred tax assets were not realizable as of December 31, 2025. Accordingly, a valuation allowance of $16.2 million has been recorded to offset these deferred tax assets. The change in valuation allowance for the year ended December 31, 2025 from 2024 was an increase of $0.3 million.

The Company recognizes the consolidated financial statement effect of a tax position when it is more likely than not, based on the technical merits, that the position will be sustained upon examination. If applicable, the Company reports both accrued interest and penalties related to unrecognized tax benefits as a component of Income Tax Expense in the Consolidated Statements of Operations.

The Company files income tax returns in the United States and the States of Florida, California, Georgia, Indiana, Kentucky, New Jersey, New York, Texas, Virginia, North Carolina, Pennsylvania, and Tennessee. In the normal course of business, the Company is subject to potential income tax examination by the federal and state tax authorities in these jurisdictions for tax years that are open under local statute. For U.S. federal and state income tax purposes, the Company’s 2022, 2023 and 2024 tax returns remain open to examination. During the years ended December 31, 2025 and 2024, Income tax expense was $18 thousand and $2 thousand, respectively, related to the State of Texas.

9. WARRANTS

On August 2, 2023, the Company issued 10,000,000 warrants with a $1.00 exercise price in connection with the financing arrangement entered into with the Secured Notes. The warrants allow the holder to purchase common stock at an exercise price equal to $1.00 per share at any time on or after their issuance date and on or prior to June 30, 2030. At the time of issuance, the Company determined that the warrants had a fair value of $4.3 million and required classification as equity. On December 21, 2023, the total warrants issued increased by 142,874 warrants with an exercise price of $1.00 per warrant in connection with the Secured Notes amendment as described on Note 10. The additional warrants had an estimated fair value of approximately $8,000 and they were classified as equity in the Consolidated Balance Sheets as of December 31, 2025 and 2024.

The fair value of the warrants were measured using the Monte Carlo pricing model. Significant inputs into the model as of August 2, 2023 are as follows:

Monte Carlo Assumptions August 2, 2023

Exercise price $ 1.00

Warrant expiration date June 30, 2030

Stock price $ 0.85

Interest rate (annual) 4.21 %

Volatility (annual) 50.0 %

Remaining term (years) 6.91

Annualized dividend yield 0 %

10. NOTE PAYABLE

On August 2, 2023 and December 21, 2023, the Company consummated the placement of $35 million and $0.7 million, respectively, of senior secured notes due 2029 (the “Secured Notes”).

The terms of the Secured Notes include:

•

a maturity date of June 30, 2029, with no principal payments due until the maturity date;

•

the Secured Notes bear interest at a fixed rate of 15% per annum and include an upfront fee of 2% of the principal amount of such Secured Notes;

•

the Company is permitted to prepay all (but not less than all) of the Secured Notes beginning on July 1, 2025 subject to a redemption premium of (i) 7.5% of the principal to be redeemed on or prior to August 2, 2026, (ii) 5.0% of the principal to be redeemed after August 2, 2026 and on or prior to August 2, 2027, (iii) 2.5% of the principal to be redeemed after August 2, 2027 and on or prior to August 2, 2028, (iv) 0% of the principal to be redeemed after August 2, 2028;

•

the investors were granted 10 million warrants, each exercisable into one share of Class A Non-Voting Common Stock at an exercise price of $1.00 per share, with such warrants expiring on June 30, 2030;

•

each of the Company’s material subsidiaries guaranteed the Secured Notes;

•

the Secured Notes and the related guarantees are secured by a lien on substantially all of the property and assets of the Company and the guarantors of the Secured Notes.

•

financial covenants requiring minimum adjusted EBITDA of (i) $5 million for the fiscal year ended December 31, 2023, (ii) $15 million for the fiscal year ended December 31, 2024 and (iii) $25 million for the fiscal year ending December 31, 2025;

•

minimum liquidity of $5 million measured at each quarter end; and

•

collateral of substantially of all the Company’s assets.

The Company determined that the terms of the warrants issued in the financing require the warrants to be classified as equity. Accordingly, upon issuance, the Company recorded debt issuance costs of $3.8 million related to the warrants along with a corresponding

credit to additional paid in capital. As the warrants are classified as equity warrants the Company will not remeasure the warrants each accounting period.

The debt issuance costs resulting from the warrants along with other direct costs of the financing will be amortized to interest expense using the effective interest method.

Related to issuance of Secured Notes of $0.7 million on December 21, 2023, the Company and the purchasers of the Secured Notes amended the original Secured Notes to allow for the sale of an additional $5 million senior secured notes due 2029 to current purchasers and the total warrants increased by 142,874 warrants with an exercise price of $1.00 per warrant. The net proceeds from the sale of the additional notes were used to repurchase $4.3 million principal amount of Secured Notes from a purchaser of the Secured Notes plus payment of accrued interest due of $251,000, with the remaining balance used for general corporate purposes, including transaction expenses and deposits to expand its current fleet of aircraft. No other substantial modification to the terms of the $35 million Secured Notes from August 2, 2023 was made in the issuance of the additional notes.

On July 11, 2025, MSN 3101 Acquisition LLC, a wholly owned subsidiary of the Company, consummated the Company’s first aircraft acquisition, an Airbus A320 (MSN 3101), currently operating in its fleet as N630VA and powered by two CFM56-5B engines. The aircraft was purchased from former lessor Falcon 2019-1 Aerospace Limited, and the lease agreement with Falcon 2019-1 Aerospace Limited was terminated simultaneously with the consummation of the purchase of the aircraft.

The purchase price of approximately $17.0 million (including transaction costs, less deposits and cash maintenance reserves of approximately $2.4 million) paid to seller was financed by Volofin Capital Management Ltd. of London pursuant to, among other documents, a loan agreement and a promissory note (the “Loan Documents”).

The terms of the Loan Documents include monthly payments equal to (i) $375,000, for the first twelve monthly payments, (ii) $300,000, for the subsequent twelve monthly payments, and (iii) $225,000, for each monthly payment thereafter, and all remaining outstanding indebtedness shall be due and payable on the earlier of (a) March 1, 2031, and (b) the day immediately prior to the next scheduled 12Y Check for the aircraft. Interest on the debt will accrue at the annual rate of 8.84 %.

The Loan Documents include customary covenants including, maintenance of a “loan to value” ratio of at least 85% on the first anniversary of the first utilization of the loan which shall be reduced by 5% on each anniversary thereafter.

Notes Payable is comprised of the following (in thousands):

For the yearended December 31,2025 For the yearended December 31,2024

Less unamortized debt issuance costs, noncurrent (5,311 ) (5,955 )

Less current maturities (3,080 ) —

11. SHARE CAPITAL AND ADDITIONAL PAID-IN CAPITAL AUTHORIZED

The Company has authorized share capital of 200,000,000 shares of Common Stock, Class A Non-Voting Common Stock, and Class B Non-Voting Common Stock, par value $0.001 per share.

As of December 31, 2025, the Company had 50,992,033 shares of Common Stock, 5,537,313 Class A Non-Voting Common Stock, and 9,089,107 Class B Non-Voting Common Stock outstanding. As of December 31, 2024, the Company had 44,667,815 shares of common stock, 5,537,313 Class A Non-Voting Common Stock, and 11,553,599 Class B Non-Voting Common Stock outstanding.

All classes of common stock share equally in dividends rights, liquidation preferences, redemption or call provisions, transfer restrictions or ownership limitations; and differences relate only to voting rights and conversion features.

Share conversion

During the years ended December 31, 2025 and 2024, 2,464,492 or $2,465 and 1,414,609 or $1,415 of Class B Non-Voting Common Stock were converted into Common Stock.

Share issuance

During the year ended December 31, 2025:

•

The Company issued 3,134,210 Common Stock shares pursuant to 3,134,210 RSUs.

•

The Company issued 478,849 Common Stock shares for net proceeds of $309,988 pursuant to the Employees Stock Purchase Plan.

•

The Company issued 246,667 Common Stock shares for net proceeds of $61,667 pursuant to the Incentive Stock Option Plan.

During the year ended December 31, 2024:

•

The Company issued 2,080,648 Common Stock shares pursuant to 2,080,648 RSUs.

•

The Company issued 752,208 Common Stock shares for net proceeds of $386,770 pursuant to the Employees Stock Purchase Plan.

Share purchase warrants

The following is a summary of share purchase warrants activities during the years ended December 31, 2025 and 2024:

Number of Share Purchase Warrants Weighted Average Exercise Price

Issued — —

Exercised — —

Issued — —

Exercised — —

Expired — —

As of December 31, 2025, the following share purchase warrants were outstanding and exercisable:

Outstanding Exercise Price Remaining life(years) Expiry Date

As of December 31, 2024, the following share purchase warrants were outstanding and exercisable:

Outstanding Exercise Price Remaining life(years) Expiry Date

Share-based payments

The maximum number of voting shares of common stock issuable pursuant to share-based payment arrangements, including stock options, restricted share units and performance share units, is 9,400,000.

Stock options

The Company grants stock options to directors, officers, employees and consultants as compensation for services, pursuant to its Incentive Stock Option Plan (the “Stock Option Plan”). The maximum price shall not be less than the closing price of the Company’s

shares on the last trading day preceding the date on which the grant of options is approved by the Board. Options have a maximum expiry period of ten years from the grant date. Vesting conditions are determined by the Board in its discretion with certain restrictions in accordance with the Stock Option Plan.

The following is a summary of stock option activities for the years ended December 31, 2025 and 2024:

Granted — — —

Exercised — — —

Granted — — —

Forfeited — — —

Outstanding December 31, 2025 — $ - $ -

As of December 31, 2025, there were no stock options outstanding or exercisable.

As of December 31, 2024, the following stock options were outstanding and exercisable:

Outstanding Exercisable Exercise Price Remaining life (years) Expiry Date

The Company recognizes share-based payments expense for all stock options granted using the fair value based method of accounting. The fair value of stock options is determined by the Black-Scholes Option Pricing Model with assumptions for risk-free interest rates, dividend yields, volatility factors of the expected market price of the Company’s shares, forfeiture rate, and expected life of the options.

There were no stock options granted during the years ended December 31, 2025 and 2024.

Restricted share units

The Company grants restricted share units (“RSUs”) to directors, officers, employees and consultants as compensation for services, pursuant to its Amended Restricted Share Unit Plan (the “RSU Plan”). One restricted share unit has the same value as a Voting Share. The number of RSUs awarded and underlying vesting conditions are determined by the Board in its discretion.

At the election of the Board, upon each vesting date, participants receive (a) the issuance of voting shares of common stock from treasury equal to the number of RSUs vesting, or (b) a cash payment equal to the number of vested RSUs multiplied by the fair market value of a Voting Share, calculated as the closing price of the common stock on the CBOE CA for the trading day immediately preceding such payment date; or (c) a combination of (a) and (b).

On the grant date of RSUs, the Company determines whether it has a present obligation to settle in cash. If the Company has a present obligation to settle in cash, then the RSUs are accounted for as liabilities, with the fair value remeasured at the end of each reporting period and at the date of settlement, with any changes in fair value recognized in profit or loss for the period. The Company has a present obligation to settle in cash if the choice of settlement in shares has no commercial substance, or the Company has a past practice or a stated policy of settling in cash, or generally settles in cash whenever the counterpart asks for cash settlement.

If no such obligation exists, then RSUs are accounted for as equity settled share-based payments and are valued using the share price on grant date. Upon settlement:

If the Company elects to settle in cash, then the cash payment is accounted for as the repurchase of an equity interest (i.e. as a deduction from equity), except as noted in (c) below.

If the Company elects to settle by issuing shares, then the value of RSUs initially recognized in reserves is reclassified to capital, except as noted in (c) below.

If the Company elects the settlement alternative with the higher fair value, as of the date of settlement, then the Company recognizes an additional expense for the excess value given (i.e. the difference between the cash paid and the fair value of shares that would otherwise have been issued, or the difference between the fair value of the shares and the amount of cash that would otherwise have been paid, whichever is applicable).

The following is a summary of RSU activities for the years ended December 31, 2025 and 2024:

Number of RSUs Weighted average grant date fair value per RSU

During the years ended December 31, 2025 and 2024, the Company recognized total share-based payments expense with respect to stock options, RSUs and employees’ stock purchase plan of $2.7 million and $1.7 million, respectively, as recorded in Salaries, Wages, & Benefits on the Company’s Statement of Operations.

The remaining compensation that has not been recognized as of December 31, 2025 and 2024 with regards to RSUs and the weighted average period they will be recognized are $2.1 million and 1.62 years and $2.4 million and 1.99 years, respectively.

Employee Stock Purchase Plan

In September 2021, the Board adopted the GlobalX 2021 Employee Stock Purchase Plan (“ESPP”). There are 2 offering periods that the employees make contributions to the plan. The first offering period starts from May 16th to October 31st and the second offering period starts from November 1st to May 15th of each year. Eligible employees may purchase up to a maximum of 10,000 shares of the Company’s common stock per offering through payroll deductions at a price equal to 85% of the lower of the fair market values of the stock as of the beginning and the end of such six-month offering periods. An employee’s payroll deductions under the ESPP are limited to 15% of the employee’s compensation and an employee may not purchase more than $25,000 of stock during any calendar year in which the employee’s option to purchase stock under the ESPP is outstanding at any time.

At the Annual Meeting of Stockholders of the Company held on November 22, 2024, the Company’s stockholders approved an amendment to the Company’s Employee Stock Purchase Plan (the “Plan”). Theamendment was approved by Company’s Board, subject to the approval of Company’s stockholders, and became effective with such stockholder approval on November 22, 2024.

As a result of such stockholder approval, the Plan was amended to increase the number of shares authorized for issuance under the Plan by 3,000,000 shares (from 1,000,000 shares to 4,000,000 shares).

During 2025 and 2024, the Company issued 478,849 and 752,208shares of common stock under the ESPP and recorded proceeds on issuance of such shares of $0.3 million and $0.4 million, respectively.

As of December 31, 2025 and 2024, total recognized equity-based compensation costs related to the ESPP totaled $0.3 million and $0.1 million, respectively.

ESPP payroll contributions accrued at December 31, 2025 and December 31, 2024 each totaled $0.1 million, and are included within accrued expenses in the consolidated balance sheets. Employee payroll contributions used to purchase shares under the ESPP will be reclassified to stockholders’ equity at the end of the offering period.

12. LOSS PER SHARE

Basic loss per share (EPS), which excludes dilution, is computed by dividing Net Loss Attributable to the Company by the weighted average number of Common Stock, Class A Non-Voting Common Stock, and Class B Non-Voting Common Stock outstanding for the period. Diluted loss per share reflects the potential dilution that could occur if securities or other contracts to issue Common Stock, Class

A Non-Voting Common Stock, and Class B Non-Voting Common Stock were exercised or converted into Common Stock, Class A Non-Voting Common Stock, or Class B Non-Voting Common Stock. The number of incremental shares from the assumed issuance of shares relating to share based awards is calculated by applying the treasury stock method. The Company computes EPS using the aggregate weighted-average common shares outstanding on a common-equivalent basis as the only difference between class of shares is related to voting rights and conversion features, but the classes otherwise share equally in dividends and residual net assets on a per share basis.

The following table shows the computation of basic and diluted earnings per share (in thousands), except share and per share amounts:

Year Ended December 31,

Numerator:

Net Loss attributable to the Company $ (3,051 ) $ (11,472 )

Denominator:

Dilutive effect of stock options, RSUs and warrants — —

Basic loss per share $ (0.05 ) $ (0.19 )

Diluted loss per share (1) $ (0.05 ) $ (0.19 )

(1) There were 17,732,764 warrants and 6,153,037 RSUs outstanding at December 31, 2025 and there were 17,732,764 warrants, 246,667 options, and 5,373,373 RSUs outstanding at December 31, 2024. The Company excluded the warrants, options and RSUs from the calculation of diluted EPS for the years ended December 31, 2025 and 2024 as inclusion would have an anti-dilutive effect.

13. RELATED PARTY TRANSACTIONS

Related parties and related party transactions impacting the consolidated financial statements not disclosed elsewhere in these consolidated financial statements are summarized below and include transactions with the following individuals or entities.

As of December 31, 2024, amounts due to related parties include the following:

GlobalX earned $39 thousand in 2024 and it was owed $0, in relation to flights flown and shared TRAX services with Jetlines.

Jetlines earned approximately $1.2 million in 2024 and it was owed $0, respectively, in relation to flights flown by Jetlines for GlobalX.

As of and for the year ended December 31, 2025, the Company did not incur, earn or have any related parties’ transactions or balances.

As described in Note 4 above, on August 2, 2023 and December 21, 2023, the Company issued an aggregate of $35.7 million of Secured Notes, which includes among others, an entity of which its executive remained elected as a member of the Board of Directors of the Company during the last annual stockholders meeting in December 2025.

JETMF US Equity

JETMF · 10-K · period ended 2025-12-31

ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

ITEM 7A. Quantitative and Qualitative Disclosures about Market Risk.

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

JETMF US Equity☆

JETMF · 10-K · period ended 2025-12-31

ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

ITEM 7A. Quantitative and Qualitative Disclosures about Market Risk.

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

JETMF US Equity