10-Q

ESPP

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2026

[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission File Number: 000-56409

Global Crossing Airlines Group Inc.

(Exact name of registrant as specified in its charter)

      
Delaware

86-2226137

     (State or other jurisdiction of
incorporation or organization)

     (I.R.S. Employer
Identification Number)

     4200 NW 36th Street, Building 5A
Miami International Airport
Miami, Florida

33166

     (Address of principal executive office)

     (Zip Code)

Registrant’s telephone number, including area code: (786) 751-8550

Securities registered pursuant to Section 12(b) of the Act: None

Securities registered pursuant to Section 12(g) of the Act: Common stock, par value $0.001 and Class A and Class B non-voting common stock, par value $0.001

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes [ ] No [X]

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes [ ] No [X]

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days. Yes [X] No [ ]

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes [X] No [ ]

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.


Large accelerated filer	[ ]	Accelerated filer	[ ]
Non-accelerated filer	[X]	Smaller reporting company	[X]
		Emerging growth company	[X]

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. [ ]

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes [ ] No [X]

The number of shares outstanding of the registrant’s Common Stock as of May 1, 2026 was 66,820,278 shares, consisting of 52,193,858 shares of common stock, 5,537,313 shares of Class A Non-Voting Common Stock and 9,089,107 shares of Class B Non-Voting Common Stock.

GLOBAL CROSSING AIRLINES GROUP INC.

Form 10-Q

Period Ended March 31, 2026

Index


Global Crossing Airlines Group Inc.		Page

ITEM 1. GLOBAL CROSSING AIRLINES GROUP INC. CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
Condensed Consolidated Balance Sheets as of March 31, 2026 (Unaudited) and December 31, 2025		3
Condensed Consolidated Statements of Operations for the Three Months Ended March 31, 2026 and 2025 (Unaudited)		4
Condensed Consolidated Statements of Stockholders' Equity for the Three Months Ended March 31, 2026 and 2025 (Unaudited)		5
Condensed Consolidated Statements of Cash Flows for the Three Months Ended March 31, 2026 and 2025 (Unaudited)		6
Notes to Condensed Consolidated Financial Statements (Unaudited)		7
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS		17
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK		23
ITEM 4. CONTROLS AND PROCEDURES		23
PART II - OTHER INFORMATION		24
ITEM 6. EXHIBITS		25
SIGNATURES		26

GLOBAL CROSSING AIRLINES GROUP INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(In thousands, except par value and share quantities)


	March 31, 2026			December 31, 2025
	(Unaudited)
Current Assets
Cash and cash equivalents	$	16,915		$	16,694
Restricted cash		3,065			3,809
Accounts receivable, net of allowance for credit losses		4,763			6,782
Prepaid expenses and other current assets		4,268			3,529
Current assets held for sale		144			405
Total Current Assets		29,155			31,219
Property and equipment, net		36,180			33,578
Finance leases, net		52,197			48,870
Operating lease right-of-use assets		69,456			72,824
Deposits		12,995			11,880
Other assets		5,289			4,681
Total Assets	$	205,272		$	203,052
Current liabilities
Accounts payable	$	15,033		$	13,888
Accrued liabilities		36,998			28,948
Deferred revenue		6,390			16,830
Customer deposits		4,676			4,401
Current portion of note payable		2,922			3,080
Current portion of long-term operating leases		14,423			14,262
Current portion of finance leases		12,303			10,304
Total current liabilities		92,745			91,713
Other liabilities
Note payable, net of unamortized debt issuance costs		39,859			40,447
Long-term operating leases		55,720			59,374
Long-term finance leases		42,816			40,705
Other liabilities		293			291
Total other liabilities		138,688			140,817
Total Liabilities	$	231,433		$	232,530
Commitments and Contingencies (Note 9)
Stockholders' Equity (Deficit)
Common Stock
$.001 par value; 144,462,687, 5,537,313 and 50,000,000 authorized; 52,043,701, 5,537,313, 9,089,107 and 50,992,033, 5,537,313, 9,089,107 issued and outstanding as of March 31, 2026 and December 31, 2025, for Common Stock, Class A Non-voting Common Stock, and Class B Non-voting Common Stock, respectively	$	66		$	65
Additional paid-in capital		44,518			44,022
Retained deficit		(70,926	)		(73,617	)
Total Company's stockholders’ deficit		(26,342	)		(29,530	)
Noncontrolling interest		181			52
Total stockholders’ deficit		(26,161	)		(29,478	)
Total Liabilities and Deficit	$	205,272		$	203,052

See accompanying notes to condensed consolidated financial statements.

GLOBAL CROSSING AIRLINES GROUP INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(UNAUDITED)

(In thousands, except share and per share amounts)


	Three Months Ended March 31, 2026		Three Months Ended March 31, 2025

Revenue	$	76,566	$	66,601
Operating Expenses
Salaries, Wages, & Benefits		20,779		18,792
Aircraft Fuel		7,813		7,405
Maintenance, materials and repairs		6,958		3,852
Depreciation and amortization		4,666		2,248
Contracted ground and aviation services		7,253		6,306
Travel		2,999		2,956
Insurance		1,233		1,261
Aircraft Rent		13,471		15,241
Other		5,292		5,431
Total Operating Expenses	$	70,464	$	63,492
Operating Income		6,102		3,109
Non-Operating Expenses
Interest Expense		3,282		2,583
Total Non-Operating Expenses		3,282		2,583
Income before income taxes		2,820		526
Income tax expense		-		-
Net Income		2,820		526
Net Income attributable to Noncontrolling Interest		129		372
Net Income attributable to the Company		2,691		154
Earnings per share:
Basic	$	0.04	$	-
Diluted	$	0.04	$	-
Weighted average number of shares outstanding		66,071,505		62,205,192

Fully diluted shares outstanding		71,104,538		69,619,293

See accompanying notes to condensed consolidated financial statements.

GLOBAL CROSSING AIRLINES GROUP INC.

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY

(UNAUDITED)

(In thousands, except shares quantities)



	Common Stock Number of Shares		Amount		Additional Paid in Capital		Retained Deficit			Total			Noncontrolling Interest		Total
Beginning – January 1, 2025		61,758,727	$	62	$	40,949	$	(70,566	)	$	(29,555	)	$	87	$	(29,468	)
Issuance of shares – options exercised		50,000		-		12		-			12			-		12
Issuance of shares – share based compensation on RSUs		1,876,109		2		534		-			536			-		536
Income for the period		-		-		-		154			154			372		526
Issuance of shares - ESPP		5,496		-		3		-			3			-		3
Ending – March 31, 2025		63,690,332	$	64	$	41,498	$	(70,412	)	$	(28,850	)	$	459	$	(28,391	)


	Common Stock Number of Shares		Amount		Additional Paid in Capital		Retained Deficit			Total			Noncontrolling Interest		Total
Beginning – January 1, 2026		65,618,453	$	65	$	44,022	$	(73,617	)	$	(29,530	)	$	52	$	(29,478	)
Issuance of shares – share based compensation on RSUs		1,051,668		1		496		-			497			-		497
Income for the period		-		-		-		2,691			2,691			129		2,820
Ending – March 31, 2026		66,670,121	$	66	$	44,518	$	(70,926	)	$	(26,342	)	$	181	$	(26,161	)

See accompanying notes to condensed consolidated financial statements.

GLOBAL CROSSING AIRLINES GROUP INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(UNAUDITED)

(In thousands)


	For the three months ended March 31,
	2026			2025
CASH FLOWS FROM OPERATING ACTIVITIES
Net Income	$	2,820		$	526
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation expense		4,666			2,248
Credit losses		273			—
Loss on sale of spare parts		7			72
Amortization of debt issue costs		103			183
Amortization of operating lease right of use assets		3,368			3,844
Share-based payments		497			536
Interest on finance leases		1,719			1,086
Changes in assets and liabilities:
Accounts receivable		1,747			(2,193	)
Assets held for sale		254			(3	)
Prepaid expenses and other current assets		(739	)		(47	)
Accounts payable		1,146			224
Accrued liabilities		(2,113	)		(1,128	)
Operating lease obligations		(3,494	)		(4,124	)
Other liabilities		(1,242	)		(1,118	)
Net cash provided by operating activities		9,012			106
CASH FLOWS FROM INVESTING ACTIVITIES
Deposits, deferred costs and other assets		(2,336	)		(142	)
Purchases of property and equipment		(3,694	)		(2,732	)
Net cash used in investing activities		(6,030	)		(2,874	)
CASH FLOWS FROM FINANCING ACTIVITIES
Principal payments on finance leases		(2,657	)		(1,067	)
Principal payments on note payable		(848	)		—
Proceeds on issuance of shares		-			15
Net cash used in financing activities		(3,505	)		(1,052	)
Net decrease in cash, cash equivalents, and restricted cash		(523	)		(3,820	)
Cash, cash equivalents and restricted cash - beginning of the period		20,503			14,043
Cash, cash equivalents and restricted cash - end of the period	$	19,980		$	10,223
Non-cash investing and financing activities
Reclass of Property and equipment to Accounts receivable (aircraft receivable) and prepaid expenses and other current assets (deferred maintenance)	$	-		$	117
Aircraft acquired through finance leases	$	6,289		$	-
Equipment acquired through finance leases	$	-		$	3,453
Cash paid for
Interest	$	4,455		$	3,765

See accompanying notes to condensed consolidated financial statements.

GLOBAL CROSSING AIRLINES GROUP INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

Item 1 - Financial Statements

BASIS OF PRESENTATION AND GOING CONCERN

Global Crossing Airlines Group Inc. (the “Company” or “GlobalX”), as its principal business activity, provides passenger and cargo aircraft to customers through aircraft operating service agreements, including, crew, maintenance and insurance (“ACMI”) and charter services (“Charter”) serving the United States, Europe, Canada, the Caribbean Islands, and Central and South America.

The condensed consolidated financial statements include the accounts of the Company, and its subsidiaries, Global Crossing Airlines, Inc. and Global Crossing Airlines Operations, LLC (collectively “GlobalX USA”), Global Crossing Airlines Holdings, Inc, GlobalX Travel Technologies, Inc. (“Technologies”), GlobalX Air Tours, LLC (“GlobalX Tours”), MSN 3101 Acquisition LLC (“MSN 3101”) and Charter Air Solutions, LLC (“Top Flight”). All intercompany transactions and balances have been eliminated on consolidation.

The accompanying unaudited condensed consolidated financial statements and related notes (the “Financial Statements”) have been prepared in accordance with the U.S. Securities and Exchange Commission (the “SEC”) requirements for quarterly reports on Form 10-Q, and consequently exclude certain disclosures normally included in audited consolidated financial statements prepared in conformity with accounting principles generally accepted in the United States of America (“GAAP”). In the opinion of the Company, the accompanying unaudited condensed consolidated financial statements contain all adjustments, consisting of only normal recurring adjustments, necessary for a fair statement of its financial position as of March 31, 2026, and its results of operations for the three months ended March 31, 2026, and cash flows for the three months ended March 31, 2026. The condensed consolidated balance sheet at December 31, 2025, was derived from the Company’s audited annual consolidated financial statements but does not contain all of the footnote disclosures from such audited annual consolidated financial statements. The condensed consolidated financial statements should be read in conjunction with such audited consolidated financial statements and the notes included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025, which includes additional disclosures and a summary of our significant accounting policies.

The Company’s quarterly results are subject to seasonal and other fluctuations and the operating results for any quarter are therefore not necessarily indicative of results that may be otherwise expected for the entire year.

The condensed consolidated financial statements have been prepared in conformity with 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 March 31, 2026, the Company had a working capital deficit of $63.6 million and a retained deficit of $70.9 million. 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 from the date of the filing of this 10-Q. 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 condensed consolidated financial statements do not reflect the adjustments to the carrying values of assets and liabilities and the reported expenses or the statements of financial position classifications that would be necessary were the going concern assumption deemed to be inappropriate. These adjustments could be material.

2. NEW ACCOUNTING STANDARDS

Recently Issued Accounting Standards

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 evaluating the impact of ASU No. 2024-03 on its disclosures.

In July 2025, the FASB issued ASU No. 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. Under the practical expedient, an entity may assume that current conditions as of the balance sheet date do not change for the remaining life of the financial

asset. The Company adopted the provisions of ASU No. 2025-05 in its Quarterly Report on Form 10-Q for the period ended March 31, 2026, and was applied using a prospective approach. The Company adopted the practical expedient when evaluating our Accounts Receivable to establish our allowance for credit losses. The standard only impacts our evaluation of our allowance for credit losses and did not impact the Company’s financial position, results of operations, or cash flows.

3. PROPERTY AND EQUIPMENT, NET

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:

Leasehold Improvements, Aircraft, other 1-10 years (or life of lease, if shorter)

Office and Ground Equipment 5 years

Computer Hardware and Software 3-5 years

Property and Equipment under Finance Leases 5-30 years (or life of lease, if shorter)

Rotable Parts Average remaining life of aircraft fleet, currently estimated to be 48 months

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

Engines Average remaining life of aircraft fleet associated to the engines, currently estimated to be 40 months

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):



	March 31, 2026			December 31, 2025
Rotable Parts	$	18,910		$	16,534
Engines		12,082			12,082
Leasehold Improvements, Aircraft, Other		4,925			3,913
Airframe		3,000			3,000
Office and Ground Equipment		1,539			1,523
Computer Hardware and Software		1,454			1,425
Less: Accumulated Depreciation		(5,730	)		(4,899	)
Total Property and Equipment, Net	$	36,180		$	33,578

During the three months ended March 31, 2026 and 2025, depreciation of property and equipment was $4.7 million and $2.3 million, respectively.

NOTES 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 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 or on or prior to August 2, 2027, (iii) 2.5% of the principal to be redeemed after August 2, 2027 or 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 ended December 31, 2025, and each following fiscal year;

•

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

•

collateral substantially of all the Company’s assets.

The Company determined that the terms of the warrants issued in the financing require such 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.

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):


	As of March 31, 2026			As of December 31, 2025
Secured Notes	$	35,684		$	35,684
Loan Documents		12,314			13,154
Less unamortized debt issuance costs, noncurrent		(5,217	)		(5,311	)
Total carrying amount		42,781			43,527
Less current maturities		(2,922	)		(3,080	)
Total long-term Note Payable	$	39,859		$	40,447

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 March 31, 2026, the Company had 52,043,701 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, 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.

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 issuance

During the three months ended March 31, 2026:

•

The Company issued 1,051,668 Common Stock shares pursuant to 1,051,668 RSUs.

WARRANTS

The following is a summary of share purchase warrants activities during the three months ended March 31, 2026 and 2025:


	Number of Share Purchase Warrants		Weighted Average Exercise Price
Outstanding January 1, 2026		17,732,764	$	1.21
Issued		—		—
Exercised		—		—
Expired		—		—
Outstanding March 31, 2026		17,732,764	$	1.21

As of March 31, 2026, the following share purchase warrants were outstanding and exercisable:


Outstanding		Exercise Price	Remaining life (years)		Expiry Date
	7,537,313	$1.50		0.08	April 29, 2026
	10,195,451	$1.00		4.25	June 30, 2030
	17,732,764

STOCK-BASED COMPENSATION

The maximum number of shares of common stock of the Company (the “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 Amended Stock Option Plan (the “Stock Option Plan”). The maximum exercise price per share shall not be less than the closing price of a share of Common Stock on the last trading day preceding the date on which the grant of options is approved by the Board of Directors. Options have a maximum expiry period of ten years from the grant date. Vesting conditions are determined by the Board of Directors in its discretion with certain restrictions in accordance with the Stock Option Plan.

As of and for the three months ended March 31, 2026, there were no stock options outstanding and exercisable.

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 Common Stock, forfeiture rate, and expected life of the options.

There were no stock options granted during the three months ended March 31, 2026, and 2025.

Restricted share units

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

At the election of the Board of Directors, upon each vesting date, participants receive (a) the issuance of Common Stock from treasury equal to the number of RSUs vesting, (b) a cash payment equal to the number of vested RSUs multiplied by the fair market value of a share of Common Stock, calculated as the closing price of the Common Stock on the OTCQB 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.

The following is a summary of RSU activities for the three months ended March 31, 2026:


	Number of RSUs			Weighted average grant date fair value per RSU
Outstanding January 1, 2026		6,153,037		$	0.68
Granted		—			—
Vested		(1,051,668	)		0.71
Forfeited		(68,336	)		0.75
Outstanding March 31, 2026		5,033,033		$	0.67

During the three months ended March 31, 2026 and 2025, the Company recognized total share-based payments expense with respect to stock options, RSUs and employees’ stock purchase plan of approximately $497,000 and $536,000, respectively, as presented in Salaries, Wages, & Benefits on the Company’s Statement of Operations.

The remaining compensation that has not been recognized as of March 31, 2026, and 2025 with regards to RSUs and the weighted average period in which they will be recognized, is $1.5 million and 1.58 years and $4.1 million and 1.93 years, respectively. As of March 31, 2026, and 2025, all compensation expenses with respect to stock options have been recognized.

Employee Stock Purchase Plan

In September 2021, the Board adopted the GlobalX 2021 Employee Stock Purchase Plan (“ESPP”). There are two offering periods during which the employees make contributions to the ESPP. The first offering period runs from May 16th to October 31st of each year and the second offering period runs from November 1st to May 15th of each year. Eligible employees may purchase a maximum of 10,000 shares of Common Stock per offering period through payroll deductions, at a price per share equal to 85% of the lower of the fair market values of a share of Common Stock as of the beginning or the end of 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 Common Stock during any calendar year in which the employee’s option to purchase shares 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 ESPP. The amendment was approved by Company’s Board of Directors, 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 ESPP was amended to increase the number of shares of Common Stock authorized for issuance under the ESPP by 3,000,000 (from 1,000,000 shares to 4,000,000 shares).

During the three months ended March 31, 2026, the Company did not issue shares of Common Stock under the ESPP.

During the three months ended March 31, 2025, the Company issued 5,496 shares of Common Stock under the ESPP and recorded proceeds on issuance of such shares of approximately $3,000.

As of March 31, 2026, and 2025, total recognized equity-based compensation costs related to ESPP were $0 and approximately $3,000, respectively.

ESPP payroll contributions accrued on March 31, 2026, and 2025 totaled approximately $165,000 and $108,000, respectively, 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.

8. INCOME TAXES

The Company’s expected effective tax rate for the three months ended March 31, 2026, and 2025 is 0%. The effective tax rate varies from the statutory rate due to the change in the valuation allowance.

9. COMMITMENTS AND CONTINGENCIES

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

On April 29, 2024, the Company entered into a lease agreement for one A321 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.

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.

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 lease agreement, the Company will pay the lessor a fixed monthly rent for 25 months, plus supplemental rent for maintenance of the aircraft.

On June 6, 2025, the Company entered into a lease agreement for one A319 passenger aircraft. The approximately three-year lease commenced on March 6, 2026. Under the lease agreement, the Company will pay the lessor a fixed monthly rent for 33 months, plus supplemental rent for maintenance of the aircraft.

On June 6, 2025, the Company entered into a lease agreement for one A319 passenger aircraft. The approximately three-year lease commenced on March 18, 2026. Under the lease agreement, the Company will pay the lessor a fixed monthly rent for 34 months, plus supplemental rent for maintenance of the aircraft.

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.

The following table provides details of the Company's future minimum lease payments under finance lease liabilities and operating lease liabilities recorded in thousands on the Company's condensed consolidated balance sheet as of March 31, 2026. The table does not include commitments that are contingent on events or other factors that are currently uncertain or unknown.


	Finance Leases		Operating Leases
Remainder of 2026	$	14,390	$	17,492
2027		17,723		21,392
2028		14,827		16,232
2029		10,708		13,820
2030		8,812		11,958
2031 and thereafter		7,696		18,634
Total minimum lease payments		74,156		99,528
Less amount representing interest		19,037		29,385
Present value of minimum lease payments		55,119		70,143
Less current portion		12,303		14,423
Long-term portion	$	42,816	$	55,720

The table below presents information for lease costs related to the Company's finance and operating leases (in thousands):


	For The Three Months Ended March 31,
	2026		2025
Finance lease cost
Amortization of leased assets	$	2,962	$	1,413
Interest of lease liabilities		1,719		1,086
Operating lease cost
Operating lease cost (1)		3,368		3,844
Short-term lease cost (2)		378		498
Total lease cost	$	8,427	$	6,841

(1) Expenses are classified within Aircraft Rent on the Company's condensed consolidated statements of operations.

(2) Expenses are classified within Other on the Company's condensed consolidated statements of operations.

The Company utilizes the rate implicit in the lease whenever it is easily determined. For leases where the implicit rate is not readily available, we utilize our incremental borrowing rate as the discount rate. The table below presents lease terms and discount rates related to the Company's finance and operating leases:


	March 31, 2026			March 31, 2025
Weighted-average remaining lease term
Operating leases	5.27 years			5.77 years
Finance leases	4.63 years			5.66 years
Weighted-average discount rate
Operating leases		14.05	%		13.98	%
Finance leases		13.87	%		14.78	%

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


	For The Three Months Ended March 31,
	2026		2025
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows from operating leases	$	3,494	$	4,124
Financing cash flows from finance leases	$	2,657	$	1,067

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.

10. INCOME PER SHARE

Basic earnings per share (EPS), which excludes dilution, is computed by dividing Net Income 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 earnings 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 classes 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):


	Three Months Ended March 31,
	2026		2025
Numerator:
Net Income	$	2,691	$	154
Denominator:
Weighted average common shares outstanding - Basic		66,071,505		62,205,192
Dilutive effect of stock options, RSUs and warrants		—		—
Weighted average common shares outstanding - Diluted		71,104,538		69,619,293
Basic earnings per share	$	0.04	$	-
Diluted earnings per share (1)	$	0.04	$	-

(1) There were 17,732,764 warrants and 5,033,033 RSUs outstanding at March 31, 2026, and there were 17,732,764 warrants, 196,667 options, and 7,294,595 RSUs outstanding at March 31, 2025. The Company excluded the warrants for the three month periods ended March 31, 2026 and 2025, from the calculation of diluted EPS as inclusion would have an anti-dilutive effect.

11. 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.

For the three month periods ended March 31, 2026 and 2025, the Company did not incur or earn any related party 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.

12. ACCRUED LIABILITIES

Accrued liabilities consisted of the following as of March 31, 2026, and December 31, 2025, (in thousands):


	March 31, 2026		December 31, 2025
Salaries, wages and benefits	$	5,306	$	3,101
Passenger Taxes		17,432		13,837
Aircraft fuel		2,078		864
Contracted ground and aviation services		1,946		1,511
Maintenance		3,420		1,727
Aircraft Rent		3,614		3,481
Other		3,202		4,427
Accrued liabilities	$	36,998	$	28,948

13. REVENUE & CONTRACT LIABILITY

Deferred revenue for customer contracts represents amounts collected from, or invoiced to, customers in advance of revenue recognition. The balance of deferred revenue will increase or decrease based on the timing of invoices and recognition of revenue.

Significant changes in our Deferred revenue liability balances during the three months ended March 31, 2026 and the year ended December 31, 2025, were as follows (in thousands):


	March 31, 2026			December 31, 2025

Beginning Balance	$	16,830		$	8,903
Revenue Recognized		(16,830	)		(8,903	)
Amounts Collected or Invoiced		6,390			16,830
Ending Balance	$	6,390		$	16,830

14. SEGMENT INFORMATION

The Company’s business activity is providing customized, non-scheduled air transport services to customers. Management has structured the business model to derive revenue from customers from two types of contracts: (1) ACMI and (2) Charter, as discussed in Management’s Discussion and Analysis of Financial Condition and Results of Operations.

The Company’s President and Chief Financial Officer is the Chief Operating Decision Maker (“CODM”). The Company manages the business activities on a consolidated basis and operates in one reportable segment. The CODM assesses performance for the Company’s single operating segment and decides how to allocate resources based on net income or loss that is also reported on the Condensed Consolidated Statement of Operations. Net income is used to monitor actual versus budget results.

Significant expenses within net income or loss which include operating expenses, are each presented separately on the Company’s Condensed Consolidated Statements of Operations. Other segment items within net income or loss include Interest Expense and Income tax expense. The measure of segment assets is reported on the Condensed Consolidated Balance Sheets as total consolidated assets.

The following table presents revenue for the Company’s single reportable segment for the periods indicated (in thousands):


	Three Months Ended March 31,
	2026		2025
Consolidated Revenue	$	76,566	$	66,601

Products and services

The Company generates revenue from the following major product and service categories (in thousands):


	Three Months Ended March 31,
Consolidated Revenue	2026		2025

Charter	$	34,259	$	30,518
ACMI		39,662		34,316
Other		2,645		1,767
Total	$	76,566	$	66,601

Geographic information

Substantially all of the Company’s long‑lived assets are located in the USA. Revenue by geographic area, based on the location of the customer, is as follows (in thousands):


	United States		Other		Total
Consolidated Revenue	$	76,566	$	-	$	76,566

Major customers:

For the three months ended March 31, 2026, one customer accounted for approximately 39% of total revenue. No other customer accounted for 10% or more of total revenue in any of the periods presented.

For the three months ended March 31, 2025, one customer accounted for approximately 36% of total revenue. No other customer accounted for 10% or more of total revenue in any of the periods presented.

Because the Company has only one reportable segment, the amounts disclosed above for that segment are also the amounts reported in the consolidated financial statements; therefore, separate reconciliations to consolidated totals have not been presented.

Item 2 - 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 1 of this report and the consolidated financial statements and the related notes to consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2025. This Item 2 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.

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.

     ACMI: 

     Service offering, whereby we provide outsourced cargo and passenger aircraft operating solutions, including the provision of an aircraft, crew, maintenance, and insurance, while customers assume fuel, demand and price risk. In addition, customers are generally responsible for landing, navigation and most other operational fees and costs.

      
Block Hour

The time interval between when an aircraft departs the terminal until it arrives at the destination terminal.

      
Charter

Service offering, whereby we provide cargo and passenger aircraft charter services to customers. The customer generally pays a fixed charter fee that includes fuel, insurance, landing fees, navigation fees and most other operational fees and costs.

     Net Available Aircraft

     The number of aircraft available each month reduced by (netted) days the aircraft is unavailable due to various maintenance events or deliveries during a month.

      
2Y Check

“Heavy” airframe maintenance checks, which are the most extensive in scope and are generally performed every two years and can take from 20 – 40 days to complete.

      
6Y Check

“Heavy” airframe maintenance checks, which are the most extensive in scope and are generally performed every six years and can take from 45-75 days to complete.

      
12Y Check

“Heavy” airframe maintenance checks, which are the most extensive in scope and are generally performed every twelve years and can take from 60 – 100 days to complete.

      
Heavy Maintenance

Scheduled maintenance activities that are extensive in scope and are primarily based on time or usage intervals, which include, but are not limited to 2Y Checks, 6Y Checks, 12Y Checks and engine overhauls. In addition, unscheduled engine repairs involving the removal of the engine from the aircraft are considered to be Heavy Maintenance.

      
Line Maintenance

Maintenance events occurring during normal day-to-day operations.

      
Non-heavy Maintenance

Discrete maintenance activities for the overhaul and repair of specific aircraft components, including landing gear, auxiliary power units and engine thrust reversers.

      
Utilization

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

Business Overview

GlobalX operates a U.S. Part 121 domestic flag and supplemental airline using the Airbus A320 family of aircraft, operating both passenger and cargo aircraft. GlobalX’s business model is to (1) provide services on an ACMI using wet-lease contracts to airlines and non-airlines, and (2) on a Charter basis, to 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, Central and South America.

Business Strategy

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 airlines, tour operators, college and professional sports teams, incentive groups, resorts and casino groups and government agencies. It is our goal to deliver best in class on time performance and dispatch reliability, expand existing relationships and develop additional relationships with leading charter/tour operators to provide aircraft during their peak seasons; and provide ad-hoc and track charter programs for non-airline customers.

Business Developments

During the three month period ended March 31, 2026, the Company devoted efforts towards our stated goal of creating the largest narrow body charter operation in North America generating sustainable, long-term profits. To achieve this goal, GlobalX continues to invest in its three key assets– certifications, aircraft, and crew.

GlobalX achieved the following during the three month period ended March 31, 2026:

•

Took delivery of two A319 passenger aircraft.

•

Completed one heavy maintenance event and seven non-heavy maintenance events.

From a crew perspective, GlobalX has increased its pilot headcount from 146 to 155 and increased its cabin crew headcount from 169 to 187, to support the current fleet and increased flight volume.

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 three months ended March 31, 2026, we had two cargo aircraft operating and two temporarily parked. During the three months ended March 31, 2026, GlobalX saw a 16.5% decrease in Block Hours operated compared to the same period in 2025. This decreased activity level demonstrates 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, and consequently, we are exploring all options to mitigate future losses, including, but not limited to, leasing out engines, utilizing engines in our passenger fleet, 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 has served as the economic engine for GlobalX during the three months ended March 31, 2026. 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 throughout 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 maintaining a fleet of modern and cost-effective aircraft. To achieve this objective, GlobalX has selected what it believes to be the best overall single-aisle aircraft family to operate. This approach differs from that of traditional airlines, which purchase a variety of aircraft, often from different manufacturers, to achieve their operational flight sectors, resulting in increased training, operating 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: the A320 family of aircraft has lower fuel burn, and better aircraft and cockpit crew pool availability.

Operational Capability: the A320 family of aircraft has a range advantage over the Boeing-737 family of aircraft, 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

GlobalX expects to continue to outsource heavy maintenance checks to FAA-approved service providers. The 6Y Checks and 12Y Checks will be paid primarily by 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

Three months ended March 31, 2026, and 2025

Operating Revenue & Statistics

The analysis of GlobalX results for the three month period ended March 31, 2026, and 2025 requires an understanding of how the Company fundamentally evolved during that time period. 2025 was our fourth year of full operations and was a period where the Company was focused on securing additional customers, entering additional markets and flying to new 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, expanded operations in the European ACMI market and continued its operations with existing airlines. Our key metrics are Block Hours flown and Block Hours flown per available aircraft, which are the measures by which the Company tracks commercial activity. While other airlines discuss available seat miles, revenue per available seat mile, and 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:


	Three Months Ended March 31,
Operating Fleet	2026		2025		Inc/(Dec)			% Change

A319		0.3		1.0		(0.7	)		(70.0	%)
A320		11.0		10.0		1.0			10.0	%
A321		8.0		7.7		0.3			3.9	%
Total Operating Average Aircraft Equivalents		19.3		18.7		0.6			3.2	%

Net Aircraft Available		14.9		16.7		(1.8	)		(10.8	%)
Total Block Hours		8,225		7,377		848			11.5	%
Average Utilization per available aircraft		552		442		110			24.9	%

The following table describes the degree to which variations in revenues (in thousands) can be attributed to fluctuations in prices and nature of GlobalX services.


	Three Months Ended March 31,
Revenue	2026		2025		Inc/(Dec)			% Change

Charter	$	34,259	$	30,518	$	3,741		12.3%
ACMI		39,662		34,316		5,346		15.6%
Other		2,645		1,767		878		49.7%
Total	$	76,566	$	66,601	$	9,965		15.0%

Block Hours

Charter		1,916		1,879		37		2.0%
Sub-service Charter		-		367		(367	)	(99.9%)
Total Charter		1,916		2,246		(330	)	(14.7%)
ACMI		6,079		5,076		1,002		19.7%
Sub-service ACMI		90		15		75		503.9%
Total ACMI		6,169		5,091		1,078		21.2%
Non Revenue		230		209		21		10.1%
Total		8,315		7,546		769		10.2%

Revenue per Block Hour

Charter	$	17.9	$	13.6	$	4.3		31.6%
ACMI	$	6.4	$	6.7	$	(0.3	)	(4.5%)

Charter revenue for the period increased $3.7 million or 12.3%, from $30.5 million in 2025 to $34.2 million in 2026. This increase was primarily driven by an increase in the rate for Charter flying of 31.6% from $13,588 per Block Hour in 2025 to $17,881 per Block Hour in 2026 resulting in an $8.2 million increase in revenue. This increase was partially offset by a decrease in Charter Block Hours of 14.7% from 2,246 Block Hours in 2025 to 1,916 Block Hours in 2026, which resulted in a $4.5 million decrease in revenue. The primary driver for the per Block Hour increase was related to both high market demand and a shortage of supply as competitors reduced capacity. 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 $5.3 million or 15.6% from $34.3 million in 2025 to $39.7 million in 2026. This increase was driven by an increase in Block Hours from 5,076 in 2025 to 6,079 in 2026, an increase of 19.7% or 1,002 Block Hours resulting in a $7.3 million increase in revenue. This increase was partially offset by a decrease in the rate for ACMI flying of 4.5% from $6,740 per Block Hour in 2025 to $6,429 per Block Hour in 2026 resulting in a $1.9 million decrease in revenue. The primary driver for the Block Hour increase was related to both high market demand and a shortage of supply. The rate decrease is a result of longer term ACMI contracts with higher minimum hours resulting in a lower rate per hour.

Other revenue for the period increased by $0.9 million from $1.8 million in 2025 to $2.7 million in 2026. The increase is primarily driven by more fueling and other administrative services provided to our customers.

Operating Expenses

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


	Three Months Ended March 31,
Operating Expenses	2026		2025		Inc/(Dec)			% Change
Salaries, Wages, & Benefits	$	20,779	$	18,792	$	1,987			10.6	%
Aircraft Fuel		7,813		7,405		408			5.5	%
Maintenance, materials and repairs		6,958		3,852		3,106			80.6	%
Depreciation and amortization		4,666		2,248		2,418			107.6	%
Contracted ground and aviation services		7,253		6,306		947			15.0	%
Travel		2,999		2,956		43			1.5	%
Insurance		1,233		1,261		(28	)		(2.2	%)
Aircraft Rent		13,471		15,241		(1,770	)		(11.6	%)
Other		5,292		5,431		(139	)		(2.6	%)
Total Operating Expenses	$	70,464	$	63,492	$	6,972			11.0	%

Salaries, wages, and benefits increased $2.0 million or 10.6%, from $18.8 million in 2025 to $20.8 million in 2026, primarily due to expanded headcount across the organization to support the growing fleet and operations, as well as scheduled compensation adjustments reflecting market conditions and performance across all levels of the company. Pilots increased from 146 to 155, or by 6.2%.

Aircraft fuel increased by $0.4 million or 5.5% from $7.4 million to $7.8 million. Approximately 50.0% or $0.2 million of this increase is attributable to the increase in the amount of Charter and Non-Revenue Block Hours and approximately 50.0% or $0.2 million is attributable to an increase in the price of base jet fuel.

Maintenance, materials, and repairs increased by $3.1 million or 80.6%, from $3.9 million to $7.0 million. $2.5 million of the increase or 80.6% was primarily due to the increase in rate per operated Block Hour which increased $308 per Block Hour or 57.3% from $538 per Block Hour to $846 per Block Hour. This is primarily due to outsourcing the Miami line maintenance contributing a $103 per Block Hour impact, and significant price inflation in both external labor and parts. In addition, the volume of Block Hours operated increased 1,061 or 14.8%, from 7,164 to 8,225 Block Hours, resulting in an additional $0.6 million of expense.

Depreciation and amortization increased by $2.4 million or 107.6%, from $2.2 million in 2025 to $4.7 million, primarily driven by aircraft deliveries secured on finance leases, the purchase of an A320 aircraft, and an increase in rotable parts owned.

Contracted ground and aviation services expenses increased by $0.9 million or 15.0%, from $6.3 million in 2025 to $7.2 million in 2026. This was primarily driven by an increased rate since contracted ground and aviation services are not associated with ACMI services.

Aircraft rent decreased $1.8 million or 11.6%, from $15.2 million in 2025 to $13.5 million in 2026, primarily driven by a $1.1 million decrease in the number of sub-service hours required. Adding to the savings was a decrease in base rent expenses of $1.3 million or 17.3% due to the decrease in the average number of aircraft on operating leases from 15.0 to 13.0 aircraft in the fleet. Offsetting the savings, was an increase in supplemental rent expenses of $0.6 million or 10.5% from $6.0 million in 2025 to $6.6 million in 2026 driven by a year-over-year increase in Block Hours.

Operating income improved $3.0 million, from $3.1 million in 2025 to $6.1 million in 2026. Operating income as a percentage of revenue improved by 3.3% from 4.7% in 2025 to 8.0% in 2026. 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 Charter rate for the period grew 31.6%, from $13,588 per Block Hour in 2025 to $17,881 per Block Hour in 2026. The Company’s average utilization per available aircraft grew 24.9% for the period, from 442 Block Hours in 2025 to 552 Block Hours in 2026. 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):


	Three Months Ended March 31,
Non-Operating Expenses (Income)	2026		2025		Inc/(Dec)		% Change

Interest Expense	$	3,282	$	2,583	$	699		27.1	%
Total Non-Operating Expenses (Income)	$	3,282	$	2,583	$	699		27.1	%

Interest expense increased $0.7 million from $2.6 million to $3.3 million driven by the increase of aircraft on finance lease from 3.7 to 6.7 equivalent aircraft, and the financed purchase of one aircraft.

Net Income

Net Income, for the period, due to events noted above, increased by $2.3 million, from a net income of $0.5 million in 2025 to a net income of $2.8 million in 2026.

Liquidity and Capital Resources

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 March 31, 2026, the Company had a working capital deficit of $63.6 million and retained deficit of $70.9 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.

As of March 31, 2026, the Company had approximately $16.9 million in unrestricted cash and cash equivalents and approximately $3.1 million in restricted cash, an increase and decrease of approximately $0.2 million and $0.7 million, respectively, from December 31, 2025. 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 March 31, 2026, the Company had total of $26.7 million due in the next 12 months of future minimum lease payments under finance and operating leases. As of March 31, 2026, the Company had total of $98.5 million due after 12 months from the balance sheet date of future minimum lease payments under finance and operating leases, and approximately $39.9 million in notes payable included in the non-current liabilities presented in the Company’s consolidated balance sheet. The Company ended the period of January 1 to March 31, 2026 with fifteen passenger aircraft and four cargo aircraft and expects the fleet to increase to nineteen 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 three aircraft under lease with partial or total deposits paid.

In 2026 GlobalX expects to continue its business growth by (i) providing services on an ACMI basis using wet lease contracts to airlines and non-airlines, (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 nineteen and GlobalX’s cargo aircraft fleet to remain at four by the end of 2026, and (v) achieving an increase in total revenue.

The Company expects to improve profitability during the year 2026, mainly as a result of GlobalX’s strategy implemented starting in 2024 of developing and implementing growth in its revenue faster than its cost structure. There are a few factors the Company expects to drive the improved margins, including securing higher rates for both ACMI and Charter contracts and increasing the number of passenger aircraft from 15 to 19 along with improving seasonality on Cargo aircraft contracts.

The ability of GlobalX to execute its build-out and growth strategy and achieve operations will depend on the acquisition of 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, then 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 any such financing and whether any such

financing will be available. The level of GlobalX’s indebtedness could impair its ability to obtain additional financing to timely take advantage of future business opportunities that may arise.

The Company regularly assesses our anticipated working capital needs, debt and leverage levels, debt maturities, capital expenditure requirements and future investments or acquisitions in an effort to maximize shareholder returns, efficiently finance our ongoing operations and maintain flexibility for future strategic transactions. The Company also regularly evaluates our liquidity and capital structure in an effort 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.

The most significant liquidity events during the three months ended March 31, 2026, were as follows:

Operating activities. During the three months ended March 31, 2026, net cash provided by operating activities increased $8.9 million to $9.0 million, consisting primarily of $8.1 million in noncash adjustments for depreciation and amortization of fixed assets, operating lease right of use assets and debt issue costs, $2.8 million in net income, $1.7 million in interest on finance leases, $0.5 million of share-based payments, a decrease of $1.8 million in accounts receivable, an increase of $1.1 million in accounts payable, and a decrease of $0.3 million in assets held for sale. These were partially offset by an increase of $3.5 million in operating lease obligations, an increase of $3.4 million in accrued liabilities and other liabilities, and an increase of $0.7 million in prepaid expenses and other current assets. For 2025, net cash provided by operating activities during the three months ended March 31, 2025 increased $2.2 million to $0.1 million, consisting primarily of $6.3 million in noncash adjustments for depreciation and amortization of fixed assets, operating lease right of use assets and debt issue costs, $1.1 million in interest on finance leases, $0.5 million in net income, $0.5 million of share-based payments, and an increase of $0.2 million in accounts payable. These were partially offset by a decrease of $4.1 million in operating lease obligations, an increase of $2.2 million in accounts receivable, a decrease of $2.2 million in accrued liabilities and other liabilities, and an increase of $0.1 million in prepaid expenses and other current assets.

Investing activities. During the three months ended March 31, 2026, net cash used in investing activities increased $3.2 million to $6.0 million, consisting of $3.7 million of Purchases of property and equipment and $2.3 million of increase of deposits, deferred costs and other assets. During the three months ended March 31, 2025, net cash used in investing activities decreased $0.4 million to $2.9 million, consisting of $2.7 million of Purchases of property and equipment and $0.1 million of increase of deposits, deferred costs and other assets.

Financing activities. During the three months ended March 31, 2026, net cash used in financing activities increased $2.5 million to $3.5 million of net cash used in financing activities, consisting of $2.7 million of Principal payments on finance leases and $0.9 million of Principal payments on note payable. During the three months ended March 31, 2025, net cash used in financing activities increased $0.9 million to $1.1 million of net cash used in financing activities, consisting primarily of $1.1 million of Principal payments on finance leases.

Item 3 – Quantitative and Qualitative Disclosures about Market Risk

Not applicable.

Item 4 – Controls and Procedures

Evaluation of Disclosure Controls and Procedures

The Company’s management, with the participation of the Company’s Executive Chairman and President & Chief Financial Officer, evaluated the effectiveness of the Company’s disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) promulgated under the Securities Exchange Act of 1934) as of March 31, 2026. Based upon that evaluation, our Executive Chairman and President & Chief Financial Officer concluded that, as of March 31, 2026, the Company’s disclosure controls and procedures were effective in ensuring that information relating to the Company required to be disclosed by the Company in the reports that the Company files or submits under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms, including ensuring that such information is accumulated and communicated to the Company’s management, including the Company’s Executive Chairman and the President & Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.

Changes in Internal Control Over Financial Reporting

There were no changes in the Company’s internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Securities Exchange Act of 1934) that occurred during the three month period ended March 31, 2026, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.


Exhibit Number		Description
10.1		Aircraft Operating Lease Agreement (MSN 2492), dated June 6, 2025, between UMB Bank, N.A., not in its individual capacity but solely as owner trustee, and Global Crossing Airlines, Inc.
10.2		Aircraft Operating Lease Agreement (MSN 2503), dated June 6, 2025, between UMB Bank, N.A., not in its individual capacity but solely as owner trustee, and Global Crossing Airlines, Inc.
31.1		Rule 13a-14(a)/15d-14(a) Certification of acting principal executive officer.
31.2		Rule 13a-14(a)/15d-14(a) Certification of acting principal financial officer.
32.1*		Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2*		Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.INS		Inline XBRL Instance Document – the instance document does not appear in the Interactive Data File as its XBRL tags are embedded within the Inline XBRL document.
101.SCH		Inline XBRL Taxonomy Extension Schema With Embedded Linkbase Documents.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).


Dated: May 7, 2026	Global Crossing Airlines Group Inc.

	By:	/s/ Ryan Goepel
		Ryan Goepel
		President - Chief Financial Officer