SCHEDULE: Global Crossing Airlines Chairman Boosts Stake to 5.06%

Global Crossing Airlines Group Inc.'s Executive Chairman, Krzysztof W. Jamroz, has increased his beneficial ownership to 5.06% of the company's common stock through a recent acquisition.

Summary

• Krzysztof W. Jamroz, Executive Chairman of Global Crossing Airlines Group Inc., has become a beneficial owner of 5.06% of the Issuer's common stock.
• This ownership totals 2,060,520 shares of common stock, held indirectly through LyonIX Aviation I, LLC, an entity wholly-owned by Mr. Jamroz.
• The acquisition, which occurred on November 7, 2025, involved purchasing 398,020 shares of common stock, warrants to purchase 1,500,000 shares, and 1,101,980 shares of Class A Non-Voting Common Stock.
• The aggregate purchase price for these securities was $1,100,728.93, financed by Mr. Jamroz's personal funds.
• Mr. Jamroz also holds 1,499,000 restricted stock units through LyonIX Aviation I, LLC, which are contingent rights to receive common stock and will vest on August 3, 2026.
• Due to existing corporate governance provisions, Mr. Jamroz is currently prohibited from exercising the warrants or converting the Class A Non-Voting Common Stock if it would result in beneficial ownership exceeding 4.99% of the Issuer's common stock.

Sentiment

Score: 7

Explanation: The Executive Chairman increasing his stake using personal funds is generally a positive indicator of confidence in the company's future, despite the limitations on converting other securities.

Positives

• Executive Chairman Krzysztof W. Jamroz has increased his beneficial ownership in Global Crossing Airlines Group Inc. to 5.06%, signaling strong insider confidence.
• The acquisition was financed using Mr. Jamroz's personal funds, demonstrating a direct financial commitment to the company's future.
• Mr. Jamroz stated the transaction was for general investing purposes and he may elect to purchase additional shares in the open market or private transactions.

Negatives

• Current corporate governance provisions prohibit Mr. Jamroz from exercising warrants or converting Class A Non-Voting Common Stock if it would result in beneficial ownership exceeding 4.99% of the common stock, limiting the immediate impact of these holdings.

Risks

• The terms of the warrants and the Issuer's Amended and Restated Certificate of Incorporation prohibit Mr. Jamroz from exercising warrants or converting Class A Non-Voting Common Stock if, after such action, he would beneficially own greater than 4.99% of the Issuer's Common stock. This means a significant portion of his potential ownership is currently restricted.

Future Outlook

Mr. Jamroz may occasionally elect to purchase additional shares of common stock on the open market or in private transactions, indicating a potential for further increases in his ownership stake.

Management Comments

• The transaction was entered into for general investing purposes.
• I may occasionally elect to purchase shares of Common stock, par value $0.001 on the open market or in a private transaction.
• I have no plans or proposals which relate to or would result in extraordinary corporate transactions, changes in the board or management, material changes in capitalization or dividend policy, or other material changes to the Issuer's business or corporate structure.

Industry Context

This filing primarily concerns an insider's ownership stake and does not provide specific details on broader industry trends or competitive landscape. However, increased insider ownership can be a positive signal within the airline industry, suggesting confidence in the company's future prospects amidst ongoing market dynamics.

Comparison to Industry Standards

• Not applicable. This filing details an individual's beneficial ownership stake and does not contain performance metrics or operational results that can be directly compared to industry benchmarks or specific comparable companies/projects.

Corporate Governance

Legal Proceedings

• Mr. Jamroz has not been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) during the past five years.
• Mr. Jamroz has not been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction resulting in a judgment, decree, or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws during the past five years.

Related Party Transactions

• Krzysztof W. Jamroz, the Executive Chairman of Global Crossing Airlines Group Inc., acquired securities through LyonIX Aviation I, LLC, an entity wholly-owned by him. This constitutes a related party transaction.

Stakeholder Impact

• Shareholders: Increased insider ownership by the Executive Chairman may be viewed positively, signaling confidence in the company's future performance and alignment of interests with other shareholders.
• Management/Employees: The Executive Chairman's increased stake could reinforce leadership stability and strategic direction.

Next Steps

• Mr. Jamroz may occasionally elect to purchase additional shares of common stock on the open market or in private transactions.
• 1,499,000 restricted stock units held by LyonIX Aviation I, LLC are scheduled to vest on August 3, 2026.

Key Dates

Recommendation

The Executive Chairman's decision to increase his stake in Global Crossing Airlines Group Inc. using personal funds demonstrates a vote of confidence in the company's future. While this insider buying is a positive signal, the filing does not provide new operational or financial performance data to warrant a 'buy' recommendation. The existing corporate governance limitations on converting warrants and Class A non-voting stock also introduce a nuance to the full extent of his potential influence. Therefore, a 'hold' recommendation is appropriate, suggesting investors maintain their current positions while monitoring future developments and company performance.

Keywords

Global Crossing Airlines, Krzysztof W. Jamroz, Schedule 13D, Insider Ownership, Common Stock, Warrants, Class A Non-Voting Stock, Beneficial Ownership, Airline Industry, Investment