Global Crossing Airlines Group Inc SEC Filings

Galloway Capital Partners, Galloway Capital, LP and Bruce Galloway have disclosed a significant ownership position in Global Crossing Airlines Group Inc. common stock. As of December 9, 2025, they beneficially owned 4,082,000 shares, representing about 6.24% of the company’s outstanding common shares, based on 65,387,229 shares outstanding as of November 5, 2025.

The group acquired its position through open market purchases from August 2024 through December 2025 at an aggregate purchase price of approximately $0.69 per share, using investment capital from the reporting entities and Bruce Galloway. They state the investment is for investment purposes, but also indicate they may buy more or sell shares and intend to engage the board and management on performance, operations, governance, capital allocation and strategy, believing the company’s share price is undervalued and trading at a significant discount.

Global Crossing Airlines Group Inc. reported the results of its 2025 Annual Meeting of Stockholders held in Miami on December 10, 2025. Stockholders elected six directors—Andrew Axelrod, Alan Bird, T. Allan McArtor, Chris Jamroz, Deborah Robinson, and Cordia Harrington—with each nominee receiving around 94%–96% of votes cast, such as 17,600,169 votes for Axelrod, representing 95.86% support, and broker non-votes of 13,142,203 on each director item.

Stockholders also reapproved the company’s Incentive Stock Option Plan, Restricted Share Unit Plan, and Performance Share Unit Plan, each receiving over 93% of votes cast, for example 17,331,695 votes for the Performance Share Unit Plan, or 94.40% support. In addition, 30,907,808 votes, or 98.11% of votes cast, supported the ratification of Rosenberg Rich Baker Berman P.A. as independent registered public accounting firm for the fiscal year ending December 31, 2025.

Global Crossing Airlines Group Inc. director reports equity transactions and updated holdings. On 11/07/2025, the reporting person executed two transactions coded “M,” acquiring a total of 398,020 shares of common stock at a price of $0.711 per share. Following these transactions, the reporting person beneficially owns 1,960,520 shares of common stock in direct form. The filing also reports acquisitions of 709,494 and 392,486 derivative securities tied to Class A Non-Voting Common Stock, immediately exercisable into an equal number of common shares, and warrants for 965,754 and 534,246 common shares with a $1.5 exercise price expiring on 04/29/2026, all held indirectly through LyonIX Aviation, LLC. The warrants include a limitation that they may not be exercised if such exercise would result in beneficial ownership above 4.99% of the outstanding common stock.

Global Crossing Airlines Group Inc. reported insider activity by David Sandberg (indirect via Red Oak funds). On 11/07/2025, affiliated funds reported sales of common stock and derivative securities.

Non-derivative sales: 256,260 common shares at $0.711 (indirect by The Red Oak Fund, LP) and 141,760 common shares at $0.711 (indirect by The Red Oak Long Fund, L.P.). Following these, holdings were 6,060,759 and 3,166,888 common shares, respectively, held indirectly.

Derivative transactions: sales tied to Class A Non-Voting Common Stock of 709,494 and 392,486 (price $0.729), with derivative positions remaining at 2,924,645 and 1,510,688 (indirect). Warrant positions show post-transaction holdings of 3,980,985 and 2,056,328 (exercise price $1.50, expiring 04/29/2026). Class B non-voting positions of 10,868 and 5,632 are immediately exercisable and do not expire. Warrants include a 4.99% beneficial ownership cap.

Global Crossing Airlines Group (JETBF): Red Oak Partners, David Sandberg, and affiliated funds filed Amendment No. 3 to Schedule 13D, updating their beneficial ownership and recent trades.

Red Oak Partners reports beneficial ownership of 9,244,147 common shares, representing 18.4% of the class. The Red Oak Fund holds 6,071,627 shares (12.1%), and The Red Oak Long Fund holds 3,172,520 shares (6.3%). Percentages are based on 50,163,348 shares outstanding as of November 5, 2025, plus 16,500 Class B Non‑Voting Common Stock held by the reporting persons, which are convertible subject to a non‑citizen limitation. The filing notes 4,435,333 Class A Non‑Voting Common Stock and 6,037,313 warrants held are excluded from beneficial ownership due to a 4.99% exercise cap.

On November 7, 2025, private transactions included: common stock sales of 256,260 shares at $0.711 and 141,760 shares at $0.711; Class A Non‑Voting sales of 709,494 shares at $0.729 and 392,486 shares at $0.729; and warrant sales of 965,754 and 534,246 at $0.010. The funds’ purchases were financed with working capital totaling $8,453,694. The filers state they may buy or sell additional securities and may engage with the issuer and shareholders.

Global Crossing Airlines Group Inc. (JETBF) furnished an 8-K announcing its financial results for the third quarter ended September 30, 2025. The company issued a press release, held an earnings call to discuss Q3 performance, and later posted an investor presentation providing a current overview of the business.

The materials are included as Exhibits 99.1 (press release), 99.2 (earnings call transcript), and 99.3 (investor presentation). The company references non-GAAP measures in these materials and provides reconciliations to comparable GAAP figures. The information in these exhibits is being furnished, not filed, and therefore is not subject to Section 18 liabilities.

Global Crossing Airlines Group Inc. (JETBF) filed its Q3 2025 10‑Q, reporting stronger top line with tighter losses alongside a going concern warning. Q3 revenue was $58,022,000 with operating income of $1,035,000 and a net loss of $1,959,000. For the nine months, revenue reached $186,004,000, operating income was $7,421,000, and net loss narrowed to $1,197,000.

The company disclosed a working capital deficit of $54.0 million and a retained deficit of $71.8 million, which “raise substantial doubt” about its ability to continue as a going concern. Cash and cash equivalents were $7,055,000 against total liabilities of $198,993,000, resulting in a total stockholders’ deficit of $28,244,000.

Operations generated $9,540,000 of cash year‑to‑date, while investing used $11,603,000 and financing used $4,759,000. The company purchased one A320 for about $17.0 million, financed with a loan at 8.84%. Revenue concentration remained high: in Q3, Customer A and Customer B represented approximately 57% and 13% of revenue, respectively.

Global Crossing Airlines Group Inc. will hold its 2025 Annual Meeting on December 10, 2025 at 10:00 a.m. EST at Miami International Airport, Bldg. 5A. Stockholders of record on October 13, 2025 may vote.

Stockholders will vote on five proposals: elect six directors (one-year terms); reapprove the Incentive Stock Option Plan; reapprove the Restricted Share Unit Plan; reapprove the Performance Share Unit Plan; and ratify Rosenberg Rich Baker Berman P.A. as independent auditor for 2025. The Board recommends “FOR” all proposals. As of October 13, 2025, 49,940,527 common shares were outstanding and entitled to vote. Only Proposal 5 is routine for brokers; broker non-votes do not affect the outcomes of Proposals 1–4. A quorum requires one-third of voting power. As context, equity plans authorize up to 9,400,000 shares across stock-based plans, with 2,449,764 shares remaining available as of October 13, 2025.

Deborah Wallis Robinson, a director of Global Crossing Airlines Group Inc. (JETMF), reported purchases of the issuer's common stock on September 15-16, 2025. The Form 4 shows purchases of 19,000 shares at $0.66 and 500 shares at $0.66 on September 15, 2025, and 14,000 shares at $0.67 on September 16, 2025, resulting in 431,494 shares beneficially owned after the reported transactions. The filing also reports 215,000 restricted stock units (RSUs) granted February 3, 2025, each representing a contingent right to one share that vests August 3, 2026, subject to continued service. The reporting person states she owns only common stock and not Class A or Class B shares.