What changed in this filing

/stocks — the workspaceLOADING

Item 1. Financial Statements

2025-11-07 compared with 2025-08-08 · 230 added, 180 removed, 899 unchanged (31% of the section changed)

3 unchanged sentences

(In thousands, except per share amounts)

June 30, 2025 As of

September 30, 2025 As of

December 31, 2024

27 unchanged sentences

Series A Preferred Stock, $ 0.0001 par value;

315,789.473684 shares authorized, issued and outstanding at June 30, 2025 and December 31, 2024

315,789.473684 shares authorized, issued and outstanding at September 30, 2025 and December 31, 2024

400,315 380,179

2 unchanged sentences

1,000,000,000 shares authorized;

55,491,476 shares issued and outstanding at June 30, 2025;

55,543,104 shares issued and outstanding at September 30, 2025;

54,209,388 shares issued and outstanding at December 31, 2024

4 unchanged sentences

Total liabilities, mezzanine equity and stockholders’ deficit $ 310,986 $ 290,809

1 Includes related party operating lease right-of-use assets of zero and $ 5.1 million as of June 30, 2025 and December 31, 2024, respectively.

2 Includes related party accounts payable of zero and $ 0.1 million as of June 30, 2025 and December 31, 2024, respectively.

3 Includes related party operating lease right-of-use current liabilities of zero and $ 1.3 million as of June 30, 2025 and December 31, 2024, respectively.

4 Includes related party operating lease right-of-use noncurrent liabilities of zero and $ 3.8 million as of June 30, 2025 and December 31, 2024, respectively.

1 Includes related party operating lease right-of-use assets of zero and $ 5.1 million as of September 30, 2025 and December 31, 2024, respectively.

2 Includes related party accounts payable of zero and $ 0.1 million as of September 30, 2025 and December 31, 2024, respectively.

3 Includes related party operating lease right-of-use current liabilities of zero and $ 1.3 million as of September 30, 2025 and December 31, 2024, respectively.

4 Includes related party operating lease right-of-use noncurrent liabilities of zero and $ 3.8 million as of September 30, 2025 and December 31, 2024, respectively.

The accompanying notes are an integral part of these condensed consolidated financial statements.

3 unchanged sentences

For the Three Months Ended

June 30, For the Six Months Ended June 30,

September 30, For the Nine Months Ended September 30,

2025 2024 2025 2024

4 unchanged sentences

Total cost of revenues 21,133 23,001 57,040 42,074

Gross income (loss) 12,051 3,147 10,490 ( 552 )

Gross income 46,753 41,506 57,243 40,954

Selling, general and administrative expense 2

7,723 8,641 22,837 28,153

Operating income (loss) 5,527 ( 4,755 ) ( 4,624 ) ( 20,064 )

Operating income 39,030 32,865 34,406 12,801

Interest expense 3

2 unchanged sentences

Income (loss) before income taxes 33,679 27,346 18,882 ( 3,192 )

Income tax (expense) benefit ( 182 ) 484 ( 433 ) 470

Income tax benefit 840 — 407 470

Net income (loss) $ 34,519 $ 27,346 $ 19,289 $ ( 2,722 )

Series A Preferred Stock - adjustment to maximum redemptions value ( 6,939 ) ( 6,476 ) ( 20,136 ) ( 18,861 )

Loss attributable to Common stockholders - basic and diluted $ ( 6,328 ) $ ( 16,177 ) $ ( 28,427 ) $ ( 42,453 )

Loss per share - basic and diluted $ ( 0.12 ) $ ( 0.33 ) $ ( 0.53 ) $ ( 0.89 )

Weighted average Common Stock outstanding – basic and diluted 53,878,966 48,326,688 53,846,770 47,964,465

1 Includes related party revenues of zero for the three and six months ended June 30, 2025, and $ 0.1 million and $ 0.2 million for the three and six months ended June 30, 2024, respectively.

2 Includes related party cost of revenues of $ 0.3 million and $ 1.3 million for the three and six months ended June 30, 2025, respectively, and $ 0.4 million and $ 1.4 million for the three and six months ended June 30, 2024, respectively.

3 Includes related party interest expense of zero for the three and six months ended June 30, 2025, and $ 0.3 million and $ 0.6 million for the three and six months ended June 30, 2024, respectively.

Earnings (loss) attributable to Common stockholders - basic $ 27,580 $ 20,870 $ ( 847 ) $ ( 21,583 )

Dilutive adjustments to Earnings (loss) attributable to Common stockholders - basic 6,939 6,476 — —

Earnings (loss) attributable to Common stockholders - diluted $ 34,519 $ 27,346 $ ( 847 ) $ ( 21,583 )

Earnings (loss) per share - basic $ 0.50 $ 0.39 $ ( 0.02 ) $ ( 0.43 )

Earnings (loss) per share - diluted $ 0.37 $ 0.31 $ ( 0.02 ) $ ( 0.43 )

Weighted average Common Stock outstanding - basic 54,637,414 52,934,951 54,113,214 49,633,387

Weighted average Common Stock outstanding - diluted 92,112,791 87,955,641 54,113,214 49,633,387

1 Includes related party revenues of zero for the three and nine months ended September 30, 2025, and $ 0.1 million and $ 0.2 million for the three and nine months ended September 30, 2024, respectively.

2 Includes related party cost of revenues of zero and $ 1.3 million for the three and nine months ended September 30, 2025, respectively, and $ 0.6 million and $ 2.0 million for the three and nine months ended September 30, 2024, respectively.

3 Includes related party interest expense of zero for the three and nine months ended September 30, 2025, and $ 0.3 million and $ 0.8 million for the three and nine months ended September 30, 2024, respectively.

The accompanying notes are an integral part of these condensed consolidated financial statements.

3 unchanged sentences

For the Three Months Ended

June 30, For the Six Months Ended June 30,

September 30, For the Nine Months Ended September 30,

2025 2024 2025 2024

Net income (loss) $ 34,519 $ 27,346 $ 19,289 $ ( 2,722 )

Other comprehensive (loss) income, net of tax:

Other comprehensive loss, net of tax:

Foreign currency translation adjustment — — ( 95 ) —

Unrealized (loss) gain on derivative instruments ( 127 ) ( 22 ) ( 311 ) 94

Reclassification of realized loss on investments in marketable securities to earnings — — — 30

Total other comprehensive (loss) income, net of tax ( 190 ) ( 22 ) ( 406 ) 124

Unrealized loss on derivative instruments ( 67 ) ( 361 ) ( 378 ) ( 267 )

Reclassification of realized gain on investments in marketable securities to earnings — — — 30

Total other comprehensive loss, net of tax ( 67 ) ( 361 ) ( 473 ) ( 237 )

Comprehensive income (loss) $ 34,452 $ 26,985 $ 18,816 $ ( 2,959 )

2 unchanged sentences

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ DEFICIT

For the Six Months Ended June 30, 2025

For the Nine Months Ended September 30, 2025

(In thousands, except share amounts)

17 unchanged sentences

Balance at June 30, 2025 315,789 $ 393,376 55,491,476 $ 6 $ 92,843 $ ( 444,469 ) $ 630 $ ( 350,990 )

Net income — — — — — 34,519 — 34,519

Unrealized loss on derivative instruments — — — — — — ( 67 ) ( 67 )

Series A Preferred Stock adjustment to maximum redemptions value — 6,939 — — ( 6,939 ) — — ( 6,939 )

Repurchased shares for tax withholding — — ( 10,477 ) — ( 17 ) — — ( 17 )

Stock-based compensation — — 62,105 — 1,101 — — 1,101

Balance at September 30, 2025 315,789 $ 400,315 55,543,104 $ 6 $ 86,988 $ ( 409,950 ) $ 563 $ ( 322,393 )

The accompanying notes are an integral part of these condensed consolidated financial statements.

1 unchanged sentence

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ DEFICIT

For the Six Months Ended June 30, 2024

For the Nine Months Ended September 30, 2024

(In thousands, except share amounts)

11 unchanged sentences

Net loss — — — — — ( 9,981 ) — ( 9,981 )

Unrealized gain on derivative instruments — — — — — — ( 22 ) ( 22 )

Unrealized loss on derivative instruments — — — — — — ( 22 ) ( 22 )

Series A Preferred Stock adjustment to maximum redemptions value — 6,196 — — ( 6,196 ) — — ( 6,196 )

7 unchanged sentences

Balance at June 30, 2024 315,789 $ 367,225 53,788,377 $ 6 $ 114,623 $ ( 443,740 ) $ 1,111 $ ( 328,000 )

Net income — — — — — 27,346 — 27,346

Unrealized loss on derivative instruments — — — — — — ( 361 ) ( 361 )

Series A Preferred Stock adjustment to maximum redemptions value — 6,476 — — ( 6,476 ) — — ( 6,476 )

Bonuses paid in Class A Common Stock — — ( 127,800 ) — ( 228 ) — ( 228 )

Stock-based compensation — — 332,262 — 3,369 — 3,369

Balance at September 30, 2024 315,789 $ 373,701 53,992,839 BS $ 6 $ 111,288 $ ( 416,394 ) $ 750 $ ( 304,350 )

The accompanying notes are an integral part of these condensed consolidated financial statements.

2 unchanged sentences

(In thousands)

For the Six Months Ended June 30,

For the Nine Months Ended September 30,

Cash Flows from Operating Activities:

Net loss $ ( 15,230 ) $ ( 30,068 )

Adjustments to reconcile net loss to net cash used in operating activities, net of acquisition:

Net income (loss) $ 19,289 $ ( 2,722 )

Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities, net of acquisition:

(Gain) loss on disposal of fixed assets ( 119 ) 251

12 unchanged sentences

Accounts payable, accrued expenses and other liabilities 1

Net cash used in operating activities ( 16,215 ) ( 25,558 )

( 3,348 ) ( 2,428 )

Net cash provided by (used in) operating activities 24,761 ( 2,834 )

Cash Flows from Investing Activities:

Proceeds from sales and maturities of marketable securities — 1,055

Purchases of property, plant and equipment ( 4,237 ) ( 1,948 )

Purchases and improvements of property, plant and equipment ( 10,570 ) ( 3,099 )

Expenditures for capitalized software ( 923 ) ( 973 )

17 unchanged sentences

Cash and cash equivalents – end of the period $ 55,118 $ 33,328

1 Includes related party accounts payable of zero and $ 0.1 million for the six months ended June 30, 2025 and 2024, respectively.

1 Includes related party accounts payable of zero and $ 0.3 million for the nine months ended September 30, 2025 and 2024, respectively.

The accompanying notes are an integral part of these condensed consolidated financial statements.

5 unchanged sentences

and its subsidiaries (“Bridger”, “the Company,” “we,” “us” or “our”) provide aerial wildfire surveillance, relief and suppression and aerial firefighting services using next-generation technology and environmentally friendly and sustainable firefighting methods primarily throughout the United States, as well as airframe modification and integration solutions for governmental and commercial customers.

As of June 30, 2025, the Company owns twelve aircraft, including six Viking CL-415EAFs (“Super Scoopers”), four Daher Kodiak 100s (“Daher Kodiaks”), one Twin Commander surveillance platform and one Pilatus PC-12 (“Pilatus”).

As of September 30, 2025, the Company owns thirteen aircraft, including six Viking CL-415EAFs (“Super Scoopers”), four Daher Kodiak 100s (“Daher Kodiaks”), one Twin Commander surveillance platform, one Pilatus PC-12 (“Pilatus”), and one Beechcraft King Air 350 (“King Air”).

Principles of Consolidation and Basis of Presentation

3 unchanged sentences

Certain amounts have been reclassified to conform to the current period's presentation.

The information as of June 30, 2025 and for the three and six months ended June 30, 2025 and 2024 is unaudited.

The information as of September 30, 2025 and for the three and nine months ended September 30, 2025 and 2024 is unaudited.

The condensed consolidated balance sheet as of December 31, 2024 was derived from the Company’s audited consolidated financial statements at that date.

In the opinion of management, these unaudited condensed consolidated financial statements include all adjustments, consisting of normal recurring adjustments, except as otherwise disclosed, necessary for a fair presentation of the Company’s financial position, results of operations and cash flows for the interim periods presented.

Management also has evaluated the impact of events occurring after June 30, 2025 up to the date of issuance of these condensed financial statements, and these statements contain all necessary adjustments and disclosures resulting from that evaluation.

Management also has evaluated the impact of events occurring after September 30, 2025 up to the date of issuance of these condensed financial statements, and these statements contain all necessary adjustments and disclosures resulting from that evaluation.

The results have been prepared in accordance with the instructions to Form 10-Q and do not necessarily include all information and footnotes necessary for presentation in accordance with GAAP, however, the Company believes that the disclosures are adequate to prevent the information presented from being misleading.

3 unchanged sentences

Recent Activity

On May 23, 2025, the Company entered into a Purchase and Sale Agreement with an unrelated third party for the sale and leaseback of its hangar and office facilities at the Bozeman Yellowstone International Airport in Belgrade, Montana, with an aggregate preliminary purchase price of approximately $ 46.0 million.

The transaction is expected to close in the third quarter of 2025, and is subject to contractual terms, closing conditions and approvals that are standard and customary for this type of transaction.

Concurrent with the closing of the transaction, the Company will enter into a 10-year market-based lease agreement with the third-party buyer for the hangar and office facilities, which the Company will continue to utilize as the main base for its operations.

As of the date these condensed consolidated financial statements are issued, the transaction is not complete and is awaiting approvals that are more than perfunctory and administrative, and as such, the related assets have not been classified as held for sale for the quarter ended June 30, 2025.

On October 28, 2025, the Company completed the transaction for a total sales price of approximately $ 49.3 million, subject to related transaction cost adjustments.

Refer to “Note 23 – Subsequent Events” included in this Quarterly Report on Form 10-Q for additional details.

During the three months ended September 30, 2025, the Company completed the purchase of a King Air aircraft for approximately $ 3.4 million.

This aircraft will support the Company’s service offerings within aerial surveillance.

The aircraft is included in Property, plant and equipment, net in the Condensed Consolidated Balance Sheets.

Reverse Recapitalization

21 unchanged sentences

Subsequent to the issuance of the Company’s financial statements for the nine months ended September 30, 2024, the Company’s management identified an error in the classification of cash collected for a note receivable that had previously been included in operating activities but should have been included in investing activities within the Condensed Consolidated Statements of Cash Flows.

As a result, the accompanying Condensed Consolidated Statements of Cash Flows for the six months ended June 30, 2024 has been restated from amounts previously reported.

The Company will also correct previously reported financial information for such immaterial errors in future filings, as applicable.

As a result, the accompanying Condensed Consolidated Statements of Cash Flows for the nine months ended September 30, 2024 has been restated from amounts previously reported.

Management determined that the error was not material to previously issued financial statements.

The following table presents the effects of the correction on all affected line items of the Company’s previously reported Condensed Consolidated Financial Statements presented in this Quarterly Report on Form 10-Q:

For the six months ended June 30, 2024

For the nine months ended September 30, 2024

$s in thousands As Previously Reported Impact of Restatement As Restated

2 unchanged sentences

Accounts receivable $ ( 20,453 ) $ ( 3,000 ) $ ( 23,453 )

Net cash used in operating activities ( 22,558 ) ( 3,000 ) ( 25,558 )

Net cash provided by (used in) operating activities 166 ( 3,000 ) ( 2,834 )

Cash Flows from Investing Activities:

16 unchanged sentences

NFMS, LLC was determined to be a VIE primarily due to the entity’s lack of sufficient equity investment at risk and the Company was determined to be the primary beneficiary of the VIE primarily attributable to the Company’s responsibility for all decisions related to NFMS, LLC’s expenditures.

Accordingly, NFMS, LLC has been consolidated by the Company for the three and six months ended June 30, 2025 and 2024 and the year ended December 31, 2024, and all intercompany expenses associated with NFMS, LLC and its service agreement have been eliminated in consolidation.

As of June 30, 2025 and December 31, 2024, NFMS, LLC’s assets and liabilities were immaterial to the Company’s Condensed Consolidated Financial Statements.

Accordingly, NFMS, LLC has been consolidated by the Company for the three and nine months ended September 30, 2025 and 2024 and the year ended December 31, 2024, and all intercompany expenses associated with NFMS, LLC and its service agreement have been eliminated in consolidation.

As of September 30, 2025 and December 31, 2024, NFMS, LLC’s assets and liabilities were immaterial to the Company’s Condensed Consolidated Financial Statements.

Bridger Aerospace Europe, S.L.U.

6 unchanged sentences

However, neither entity is consolidated in the Condensed Consolidated Financial Statements as the Company does not have a controlling financial interest in MAB and the Company is not the primary beneficiary of BAE.

Accordingly, neither of these entities have been consolidated in the Condensed Consolidated Financial Statements of the Company for the three and six months ended June 30, 2025 and 2024 and the year ended December 31, 2024.

Accordingly, neither of these entities have been consolidated in the Condensed Consolidated Financial Statements of the Company for the three and nine months ended September 30, 2025 and 2024 and the year ended December 31, 2024.

Refer to “Note 16 – Commitments and Contingencies” included in this Quarterly Report on Form 10-Q for additional details.

7 unchanged sentences

The Company maintains an allowance for doubtful accounts equal to the estimated losses expected to be incurred based upon a review of the outstanding accounts receivable, historical collection information and existing economic conditions.

For the three and six months ended June 30, 2025 and 2024, the Company did not record any bad debt expense as accounts receivables have historically been collected in accordance with the policy and there is no history of write-offs.

For the three and nine months ended September 30, 2025 and 2024, the Company did not record any bad debt expense as accounts receivables have historically been collected in accordance with the policy and there is no history of write-offs.

Deferred Offering Costs

Deferred offering costs primarily consist of capitalized legal, accounting and other third-party costs incurred that are related to the Reverse Recapitalization and subsequent securities offerings.

As of June 30, 2025 and December 31, 2024, the Company recorded $ 19.6 million to Stockholders’ deficit in the Condensed Consolidated Balance Sheets.

As of September 30, 2025 and December 31, 2024, the Company recorded $ 19.6 million to Stockholders’ deficit in the Condensed Consolidated Balance Sheets.

Revenue Recognition

36 unchanged sentences

The effect of a contract modification on the transaction price, and the measure of progress for the performance obligation to which it relates, is recognized as an adjustment to revenue (either as an increase in or a reduction of revenue) on a cumulative catch-up basis.

Total cumulative catch-up adjustments were not material for the three and six months ended June 30, 2025.

Total cumulative catch-up adjustments were not material for the three and nine months ended September 30, 2025.

Other revenues

Other revenues primarily consists of training services and lease revenue when we lease our owned aircraft to third parties, typically on an hourly or daily basis.

We had training services and lease revenue of $ 3.3 million and $ 3.6 million for the three and six months ended June 30, 2025, respectively, and $ 0.2 million and $ 0.8 million for the three and six months ended June 30, 2024, respectively.

We had training services and lease revenue of $ 8,000 and $ 3.6 million for the three and nine months ended September 30, 2025, respectively, and $ 2.4 million and $ 3.2 million for the three and nine months ended September 30, 2024, respectively.

Contract assets & liabilities

13 unchanged sentences

$s in thousands As of

June 30, 2025 As of

September 30, 2025 As of

December 31, 2024 Net Change

3 unchanged sentences

Changes in the balances of the Company’s contract assets and liabilities primarily result from timing differences between revenue recognition and customer billings and/or payments.

There were no significant impairment losses related to any receivables or contract assets arising from the Company’s contracts with customers during the six months ended June 30, 2025 and 2024.

For the six months ended June 30, 2025, the Company recognized revenues of $ 0.8 million that was previously included in the contract liabilities that existed at December 31, 2024.

There were no significant impairment losses related to any receivables or contract assets arising from the Company’s contracts with customers during the nine months ended September 30, 2025 and 2024.

For the nine months ended September 30, 2025, the Company recognized revenues of $ 0.9 million that was previously included in the contract liabilities that existed at December 31, 2024.

Remaining performance obligations

The Company calculates revenues from remaining performance obligations as the dollar value of the remaining performance obligations on executed contracts.

As of June 30, 2025, the Company has remaining unsatisfied performance obligations of $ 9.4 million, of which 82 % is expected to be recognized as revenue in the next twelve months and 18 % thereafter.

As of September 30, 2025, the Company has remaining unsatisfied performance obligations of $ 15.8 million, of which 71 % is expected to be recognized as revenue in the next twelve months and 29 % thereafter.

Contract costs

9 unchanged sentences

For the Three Months Ended

June 30, For the Six Months Ended

September 30, For the Nine Months Ended

September 30,

$s in thousands 2025 2024 2025 2024

7 unchanged sentences

For the Three Months Ended

June 30, For the Six Months Ended

September 30, For the Nine Months Ended

September 30,

$s in thousands 2025 2024 2025 2024

3 unchanged sentences

Concentration Risk

The Company had three customers who individually accounted for 51 %, 23 % and 17 % of total revenues for the three months ended June 30, 2025, and three customers who individually accounted for 47 %, 24 % and 17 % of total revenues for the six months ended June 30, 2025.

The Company had three customers who individually accounted for 61 %, 20 % and 14 % of total revenues for the three months ended June 30, 2024, and three customers who individually accounted for 63 %, 16 % and 15 % of total revenues for the six months ended June 30, 2024.

As of June 30, 2025, two customers accounted for 57 % and 12 % of trade accounts receivable.

As of December 31, 2024, two customers accounted for 42 % and 17 % of trade accounts receivable, respectively.

The Company had two customers who individually accounted for 79 % and 10 % of total revenues for the three months ended September 30, 2025, and three customers who individually accounted for 68 %, 11 %, and 10 % of total revenues for the nine months ended September 30, 2025.

The Company had two customers who individually accounted for 63 % and 18 % of total revenues for the three months ended September 30, 2024, and two customers who individually accounted for 63 % and 14 % of total revenues for the nine months ended September 30, 2024.

As of September 30, 2025, one customer accounted for 80 % of trade accounts receivable.

As of December 31, 2024, two customers accounted for 42 % and 17 % of trade accounts receivable.

Business Combinations

56 unchanged sentences

Stock-based compensation is included in both Cost of revenues and Selling, general and administrative expense in the Condensed Consolidated Statements of Operations.

Loss Per Share

Basic loss per share is based on the weighted average number of shares of Common Stock outstanding during the period.

Diluted loss per share is based on the weighted average number of shares of Common Stock used for the basic loss per share calculation, adjusted for the dilutive effect of RSUs, Warrants and Incentive Units, if any, using the “treasury stock” method, the Series A Preferred Stock that is convertible into shares of Common Stock and the Sponsor Earnout Shares that will fully vest upon certain stock price metrics being achieved.

In addition, loss for diluted loss per share is adjusted for the after-tax impact of changes to the fair value of the Warrants, to the extent they are dilutive.

Loss per share is calculated based on the weighted average number of shares of Common Stock outstanding.

Earnings (Loss) Per Share

Basic earnings (loss) per share is based on the weighted average number of shares of Common Stock outstanding during the period.

Diluted earnings (loss) per share is based on the weighted average number of shares of Common Stock used for the basic earnings (loss) per share calculation, adjusted for the dilutive effect of RSUs, Warrants and Incentive Units, if any, using the “treasury stock” method, the Series A Preferred Stock that is convertible into shares of Common Stock and the Sponsor Earnout Shares that will fully vest upon certain stock price metrics being achieved.

In addition, earnings (loss) for diluted earnings (loss) per share is adjusted for the after-tax impact of changes to the fair value of the Warrants, to the extent they are dilutive.

Earnings (loss) per share is calculated based on the weighted average number of shares of Common Stock outstanding.

Recent Accounting Pronouncements

13 unchanged sentences

NOTE 3 – SUPPLEMENTAL CASH FLOW INFORMATION

For the Six Months Ended

For the Nine Months Ended

September 30,

$s in thousands 2025 2024

5 unchanged sentences

Right-of-use assets disposed or adjusted modifying finance lease liabilities 13 —

Fixed assets in accounts payable — 27

Purchase consideration of FMS acquisition paid in Common Stock — 19,023

Purchase consideration of Ignis acquisition paid in Common Stock ( Note 12 )

Offering costs included in accounts payable, accrued expense and other liabilities — 332

NOTE 4 – CASH EQUIVALENTS

Cash equivalents consist of the following:

June 30, 2025 As of

September 30, 2025 As of

December 31, 2024

4 unchanged sentences

Money market fund $ 9,257 $ 13,747

The proceeds from sales of available-for-sale securities and gross realized gains included in earnings for the six months ended June 30, 2025 are zero .

The proceeds from sales of available-for-sale securities and gross realized gains included in earnings for the six months ended June 30, 2024 are $ 1.1 million and $ 16,000 , respectively.

The proceeds from sales of available-for-sale securities and gross realized gains included in earnings for the nine months ended September 30, 2025 are zero .

The proceeds from sales of available-for-sale securities and gross realized gains included in earnings for the nine months ended September 30, 2024 are $ 1.1 million and $ 16,000 , respectively.

The Company determines gains and losses using the first-in first-out method.

For the three and six months ended June 30, 2024, the Company reclassified out of Accumulated other comprehensive income a loss of zero and $ 30,000 , respectively.

For the three and nine months ended September 30, 2024, the Company reclassified out of Accumulated other comprehensive income a loss of zero and $ 30,000 , respectively.

NOTE 5 – ACCOUNTS RECEIVABLE

1 unchanged sentence

$s in thousands As of

June 30, 2025 As of

September 30, 2025 As of

December 31, 2024

Unbilled receivable $ 11,898 $ —

Trade accounts receivable $ 12,417 $ 3,213

Unbilled receivable 3,469 —

Foreign tax receivable 882 986

1 unchanged sentence

Total accounts receivable $ 17,730 $ 5,945

Substantially all accounts receivable as of June 30, 2025 and December 31, 2024, are expected to be collected in 2025.

Substantially all accounts receivable as of September 30, 2025 are expected to be collected in the next twelve months.

The Company does not believe it has significant exposure to credit risk, as accounts receivable is primarily from contracts associated with the U.S.

5 unchanged sentences

$s in thousands As of

June 30, 2025 As of

September 30, 2025 As of

December 31, 2024

5 unchanged sentences

$s in thousands As of

June 30, 2025 As of

September 30, 2025 As of

December 31, 2024

Deposits $ 2,541 $ 1,044

Prepaid insurance 1,500 1,472

Prepaid subscriptions 822 1,229

Deposits 124 1,044

Other 182 179

3 unchanged sentences

$s in thousands As of

June 30, 2025 As of

September 30, 2025 As of

December 31, 2024

12 unchanged sentences

Total property, plant and equipment, net $ 179,701 $ 183,769

For the three and six months ended June 30, 2025, the Company recorded $ 3.3 million and $ 4.6 million of depreciation expense in Cost of revenues, respectively, and $ 0.3 million and $ 0.7 million of depreciation expense in Selling, general and administrative expense, respectively.

For the three and six months ended June 30, 2024, the Company recorded $ 1.6 million and $ 2.5 million of depreciation expense in Cost of revenues, respectively, and $ 0.3 million and $ 0.7 million of depreciation expense in Selling, general and administrative expense, respectively.

For the three and nine months ended September 30, 2025, the Company recorded $ 7.5 million and $ 12.1 million of depreciation expense in Cost of revenues, respectively, and $ 0.4 million and $ 1.1 million of depreciation expense in Selling, general and administrative expense, respectively.

For the three and nine months ended September 30, 2024, the Company recorded $ 10.0 million and $ 12.5 million of depreciation expense in Cost of revenues, respectively, and $ 1.2 million and $ 1.9 million of depreciation expense in Selling, general and administrative expense, respectively.

Asset groups are evaluated for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset or asset group may not be recoverable.

For the three and six months ended June 30, 2025 and 2024, the Company recorded no impairment charges.

For the three and six months ended June 30, 2025, the Company recorded a gain on disposal of assets of zero and $ 0.1 million in Selling, general and administrative expense in the Condensed Consolidated Statements of Operations.

For the three and six months ended June 30, 2024, the Company recorded losses on disposal of assets of zero and $ 0.2 million, respectively, in Selling, general and administrative expense in the Condensed Consolidated Statements of Operations.

For the three and nine months ended September 30, 2025 and 2024, the Company recorded no impairment charges.

For the three and nine months ended September 30, 2025, the Company recorded a gain on disposal of assets of zero and $ 0.1 million in Selling, general and administrative expense in the Condensed Consolidated Statements of Operations.

For the three and nine months ended September 30, 2024, the Company recorded losses on disposal of assets of zero and $ 0.2 million, respectively, in Selling, general and administrative expense in the Condensed Consolidated Statements of Operations.

NOTE 9 – ACQUISITION ACTIVITY

3 unchanged sentences

The shares issued at close were issued at the fair value upon the closing date.

The remaining $ 2.2 million of fair value Common Stock consideration is contingent upon the achievement of certain earnout conditions and, assuming achievement of such conditions, will be issued to the former stockholders of FMS in 2025 and 2026 with the price per share determined based upon a trailing 90-day VWAP of the Common Stock at the time of each issuance.

The remaining $ 2.2 million of fair value Common Stock consideration is contingent upon the achievement of certain earnout conditions and, assuming achievement of such conditions, will be issued to the former stockholders of FMS in 2026 and 2027 based on the 2025 and 2026 results, respectively, with the price per share determined based upon a trailing 90-day VWAP of the Common Stock at the time of each issuance.

During the measurement period, the Company revised the total purchase consideration of the FMS Acquisition due to changes in working capital adjustments, closing price adjustments and a deferred tax liability adjustment.

61 unchanged sentences

NOTE 10 – GOODWILL AND INTANGIBLE ASSETS, NET

As of June 30, 2025 and December 31, 2024, goodwill was $ 20.9 million and $ 20.7 million, respectively.

There were no impairment charges recorded for goodwill for the three and six months ended June 30, 2025 and 2024, respectively.

Changes in the carrying amount of goodwill for the six months ended June 30, 2025 and the year ended December 31, 2024 were as follows:

As of September 30, 2025 and December 31, 2024, goodwill was $ 20.9 million and $ 20.7 million, respectively.

There were no impairment charges recorded for goodwill for the three and nine months ended September 30, 2025 and 2024, respectively.

Changes in the carrying amount of goodwill for the nine months ended September 30, 2025 and the year ended December 31, 2024 were as follows:

$s in thousands Goodwill

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Measurement period adjustment 139

As of June 30, 2025 $ 20,888

As of September 30, 2025 $ 20,888

Intangible assets consisted of the following:

As of June 30, 2025

As of September 30, 2025

$s in thousands Estimated Life (Years) Gross Carrying Amount Accumulated Amortization Net Carrying Amount

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IPR&D is the historical know-how, software, formula protocols, designs and procedures expected to be needed to complete the development of the technology asset and receive regulatory approval.

The Company expects to amortize the IPR&D over its useful life of five years when placed into service.

For the six months ended June 30, 2025 and 2024, the Company capitalized costs of $ 0.6 million and $ 0.8 million related to IPR&D, respectively.

Amortization expense for intangible assets and other noncurrent assets was $ 0.3 million and $ 0.6 million for the three and six months ended June 30, 2025, respectively, and $ 0.1 million for the three and six months ended June 30, 2024.

The Company amortizes the IPR&D over its useful life of five years when placed into service.

For the nine months ended September 30, 2025 and 2024, the Company capitalized costs of $ 0.9 million and $ 1.0 million related to IPR&D, respectively.

Amortization expense for intangible assets and other noncurrent assets was $ 0.4 million and $ 1.0 million for the three and nine months ended September 30, 2025, respectively, and $ 0.3 million and $ 0.4 million for the three and nine months ended September 30, 2024, respectively.

Amortization expense is included in Selling, general and administrative expense in the Condensed Consolidated Statements of Operations.

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$s in thousands As of

June 30, 2025 As of

September 30, 2025 As of

December 31, 2024

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Investment in MAB 4,000 4,000

Prepaid subscriptions 1,236 1,543

Prepaid expenses 1,108 1,543

Investment in Overwatch Imaging, Inc.

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$s in thousands As of

June 30, 2025 As of

September 30, 2025 As of

December 31, 2024

Accrued interest expense $ 6,356 $ 6,487

Contingent consideration 2,280 6,219

Deferred revenue $ 3,560 $ 858

Warrant liabilities 2,132 1,066

Accrued salaries, wages and bonuses 2,412 1,635

Contingent consideration 2,247 6,219

Warrant liabilities 2,132 1,066

Accrued interest expense 1,776 6,487

Deferred underwriting fee payable 1,500 1,500

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In such case, the Warrant holders will be able to exercise their Warrants on a cashless basis prior to the redemption for a number of shares of our Common Stock determined based on the redemption date and the fair market value of the Common Stock.

As of June 30, 2025 and December 31, 2024, 17,249,874 Public Warrants remain outstanding.

The Public Warrants are liability-classified with a balance of $ 1.4 million and $ 0.7 million, respectively, and a fair value of $ 0.08 and $ 0.04 per warrant as of June 30, 2025 and December 31, 2024, respectively.

As of September 30, 2025 and December 31, 2024, 17,249,874 Public Warrants remain outstanding.

The Public Warrants are liability-classified with a balance of $ 1.4 million and $ 0.7 million, respectively, and a fair value of $ 0.08 and $ 0.04 per warrant as of September 30, 2025 and December 31, 2024, respectively.

Private Placement Warrants

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If the Private Placement Warrants are held by holders other than JCIC Sponsor or its permitted transferees, the Private Placement Warrants will be redeemable by the Company in all redemption scenarios and exercisable by the holders on the same basis as the Public Warrants.

As of June 30, 2025 and December 31, 2024, the Company had 9,400,000 outstanding Private Placement Warrants to purchase 9,400,000 shares of Common Stock.

The Private Placement Warrants are liability-classified with a balance of $ 0.8 million and $ 0.4 million, respectively, and a fair value of $ 0.08 and $ 0.04 per warrant as of June 30, 2025 and December 31, 2024, respectively.

As of September 30, 2025 and December 31, 2024, the Company had 9,400,000 outstanding Private Placement Warrants to purchase 9,400,000 shares of Common Stock.

The Private Placement Warrants are liability-classified with a balance of $ 0.8 million and $ 0.4 million, respectively, and a fair value of $ 0.08 and $ 0.04 per warrant as of September 30, 2025 and December 31, 2024, respectively.

Contingent Consideration

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The first payment was made as of the quarter ended June 30, 2024.

During the second quarter of 2025, the Company issued 617,189 restricted shares of Common Stock to the Ignis shareholders (determined based upon a trailing 120-day volume-weighted average per-share price "VWAP" of the Common Stock for the 120 consecutive trading days ended June 30, 2025).

During the second quarter of 2025, the Company issued 617,189 restricted shares of Common Stock to the Ignis shareholders (determined based upon a trailing 120-day VWAP of the Common Stock for the 120 consecutive trading days ended June 30, 2025).

The shares were issued at fair value, resulting in a total issuance value of approximately $ 1.2 million.

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Recipients of shares of Common Stock in connection with the Ignis Acquisition will have customary resale registration rights with respect to such shares of Common Stock pursuant to the terms and conditions of the Ignis Acquisition.

In addition, as it relates to the 2024 FMS Acquisition and the related earnout, during the current period, based on revised forecasts and updated expectations regarding the acquired business's performance against the applicable earn-out metrics, the Company has reduced the fair value of the contingent consideration liability by $ 2.1 million during the six months ended June 30, 2025.

As of June 30, 2025 and December 31, 2024, the Company had $ 1.9 million and $ 3.4 million, respectively, in Accrued expenses and other current liabilities and $ 0.4 million and $ 2.8 million, respectively, in Long-term accrued expenses and other noncurrent liabilities in the Condensed Consolidated Balance Sheets.

The change in contingent consideration for the six months ended June 30, 2025 and year ended December 31, 2024 was as follows:

In addition, as it relates to the 2024 FMS Acquisition and the related earnout, based on revised forecasts and updated expectations regarding the acquired business’s performance against the applicable earn-out metrics, the Company reduced the fair value of the contingent consideration liability by $ 2.1 million during the three months ended June 30, 2025.

No changes were made during the three months ended September 30, 2025.

As of September 30, 2025 and December 31, 2024, the Company had $ 1.9 million and $ 3.4 million, respectively, in Accrued expenses and other current liabilities and $ 0.4 million and $ 2.8 million, respectively, in Long-term accrued expenses and other noncurrent liabilities in the Condensed Consolidated Balance Sheets.

The change in contingent consideration for the nine months ended September 30, 2025 and year ended December 31, 2024 was as follows:

$s in thousands 2025 2024

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NOTE 13 – INTEREST RATE SWAP

The following summarizes the Company’s interest rate swap in effect as of September 30, 2025.

As disclosed in “Note 23 – Subsequent Events” the Company terminated the agreement.

The Company assesses interest rate cash flow risk by continually identifying and monitoring changes in interest rate exposures that may adversely affect expected future cash flows and by evaluating hedging opportunities.

The Company entered an interest rate swap with Rocky Mountain Bank, now known as Citywide Banks (“CWB”) on March 12, 2020 to reduce risk related to variable-rate debt from the term loan, which was subject to changes in market rates of interest as discussed in “Note 15 – Long-Term Debt” included in this Quarterly Report on Form 10-Q.

The Company entered an interest rate swap with Rocky Mountain Bank, now known as UMB Bank (“UMB”) on March 12, 2020 to reduce risk related to variable-rate debt from the term loan, which was subject to changes in market rates of interest as discussed in “Note 15 – Long-Term Debt” included in this Quarterly Report on Form 10-Q.

The interest rate swap is designated as a cash flow hedge.

The Company records its corresponding derivative asset on a gross basis in Other noncurrent assets at fair value on the Condensed Consolidated Balance Sheets.

Each month, the Company made interest payments to CWB under its loan agreement.

Each month, the Company made interest payments to UMB under its loan agreement.

Effective July 1, 2023, LIBOR was replaced by 1-month CME Term Secured Overnight Financing Rate (“SOFR”) plus 0.11448 % tenor spread adjustment plus the 2.5 % contractual SOFR margin then in effect with respect to the term loan.

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The Company had the following interest rate swap designated as a cash flow hedge ($s in thousands):

As of June 30, 2025

As of September 30, 2025

Date Maturity

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The Company reflects the effect of this hedging transaction in the Condensed Consolidated Financial Statements.

The unrealized (loss) gain is reported in Other comprehensive (loss) income.

The unrealized loss is reported in Other comprehensive loss.

If the Company terminates the interest rate swap agreement, the cumulative change in fair value at the date of termination would be reclassified from Accumulated other comprehensive income, which is classified in Stockholders’ deficit, into earnings.

NOTE 14 – FAIR VALUE MEASUREMENTS

The following discusses the Company’s long-term debt in effect as of September 30, 2025.

As disclosed in “Note 23 – Subsequent Events” the Company refinanced its Series 2022 Bonds on October 28, 2025.

Long-term debt

As of June 30, 2025 and December 31, 2024, the Company has $ 160.1 million and $ 160.2 million of fixed rate debt outstanding, respectively, and $ 46.6 million and $ 48.3 million of variable rate debt outstanding, respectively.

As of September 30, 2025 and December 31, 2024, the Company has $ 160.1 million and $ 160.2 million of fixed rate debt outstanding, respectively, and $ 45.8 million and $ 48.3 million of variable rate debt outstanding, respectively.

The Company estimated the fair value of the fixed rate debt using quoted market prices (Level 2 inputs) within the fair value hierarchy.

When valuing fixed rate debt, the fair value is capped at par value.

The variable rate debt approximates fair value based on the closing or estimated market prices of similar securities comparable to the Company’s debts as of June 30, 2025 and December 31, 2024.

The variable rate debt approximates fair value based on the closing or estimated market prices of similar securities comparable to the Company’s debts as of September 30, 2025 and December 31, 2024.

Debt financing activities and loan agreements are further described in “Note 15 – Long-Term Debt” included in this Quarterly Report on Form 10-Q for additional details.

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The following tables summarize the Company’s assets and liabilities that are measured at fair value on a recurring basis, by level, within the fair value hierarchy:

As of June 30, 2025

As of September 30, 2025

$s in thousands Level 1 Level 2 Level 3

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Non-Recurring Fair Value Measurements

The Company measures certain assets at fair value on a non-recurring basis, including long-lived assets and goodwill and cost method investments, which are evaluated for impairment.

The Company measures certain assets at fair value on a non-recurring basis, including long-lived assets and goodwill and investments, which are evaluated for impairment.

Long-lived assets include property, plant and equipment, net and certain intangible assets.

The inputs used to determine the fair value of long-lived assets are considered Level 3 measurements due to their subjective nature.

As of June 30, 2025, the Company did not have any significant assets or liabilities that were remeasured at fair value on a non-recurring basis in periods subsequent to initial recognition.

As of September 30, 2025, the Company did not have any significant assets or liabilities that were remeasured at fair value on a non-recurring basis in periods subsequent to initial recognition.

NOTE 15 – LONG-TERM DEBT

The following summarizes the Company’s long-term debt in effect as of September 30, 2025.

As disclosed in “Note 23 – Subsequent Events” the Company refinanced its Series 2022 Bonds on October 28, 2025.

Long-term debt consisted of the following:

$s in thousands As of

June 30, 2025 As of

September 30, 2025 As of

December 31, 2024

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Debt issuance costs for BAT1 and BAT2 were $ 1.0 million and $ 0.9 million, respectively.

On September 20, 2019, the Company entered into a credit facility with CWB for $ 12.9 million, established as a 10 -year maturity, 6 -month draw period, first 6 months interest only payments monthly, then 10 -year term principal plus interest due monthly on a 20 -year amortization at the rate of 1 month SOFR plus 2.61448 %.

On September 30, 2019, the Company entered into a credit facility with UMB for $ 12.9 million, established as a 10 -year maturity, 6 -month draw period, first 6 months interest only payments monthly, then 10 -year term principal plus interest due monthly on a 20 -year amortization at the rate of 1 month SOFR plus 2.61448 %.

Debt issuance costs for this loan were $ 0.1 million.

On February 3, 2020, the Company entered into a credit facility with CWB to finance in part the purchase of four Daher Kodiaks.

On February 3, 2020, the Company entered into a credit facility with UMB to finance in part the purchase of four Daher Kodiaks.

A promissory note was issued for $ 5.6 million, established as a 7 -year maturity, first 8 months interest only payments monthly, 60 day draw period, then 76 -month term plus principal interest due monthly on a 10 -year amortization at the rate of 1 month SOFR plus 2.61448 %.

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The Series 2022 Bonds are subject to financial covenants requiring the Company to maintain a debt service coverage ratio (“DSCR”) that exceeds 1.25 x each fiscal quarter, operate in such a manner to produce gross revenues so as to be at all relevant times in compliance with the DSCR covenant and to maintain liquidity of $ 8.0 million in the form of unrestricted cash or investments (excluding margin accounts and retirement accounts) at all times and to be reported.

The Company is in compliance with the DSCR covenant as of June 30, 2025 and management anticipates the Company will remain in compliance with the DSCR covenant at future quarterly measurement periods in the next 12 months.

The Company is in compliance with the $ 8.0 million minimum liquidity requirement as of June 30, 2025.

The Company is in compliance with the DSCR covenant as of September 30, 2025 and management anticipates the Company will remain in compliance with the DSCR covenant at future quarterly measurement periods in the next 12 months.

The Company is in compliance with the $ 8.0 million minimum liquidity requirement as of September 30, 2025.

The Series 2022 Bonds agreements provide that, with regard to covenant violations, other than non-payment of principal or interest, no event of default shall be deemed to have occurred so long as a reasonable course of action to remedy a violation commences within 30 days of non-compliance and management diligently prosecutes the remediation plan to completion.

The LOB loans are subject to financial covenants requiring the Company to maintain a DSCR, generally calculated as the ratio of the net cash flow (as defined in the applicable note agreements) to the amount of interest and servicing fees required to be paid over the succeeding 12 months on the principal amount of the note, as applicable, that will be outstanding on the payment date following such date of determination, that exceeds 1.25 x at the aircraft or entity level and for the Company’s debt to worth ratio to not exceed 5.00 x at the aircraft or entity level.

The Company is in compliance with such financial covenants as of June 30, 2025.

Both of the loans with CWB are subject to financial covenants requiring the Company to maintain a DSCR, calculated as the ratio of adjusted EBITDA (as defined in the applicable note agreements) to the amount of interest and principal payments for the fiscal year ending on the compliance date, that exceeds 1.25 x for the Company.

The Company is in compliance with such financial covenants as of September 30, 2025.

Both of the loans with UMB are subject to financial covenants requiring the Company to maintain a DSCR, calculated as the ratio of adjusted EBITDA (as defined in the applicable note agreements) to the amount of interest and principal payments for the fiscal year ending on the compliance date, that exceeds 1.25 x for the Company.

These notes are also subject to financial covenants requiring the Company to maintain a Senior Leverage Ratio on a quarterly basis not to exceed 6 .00 to 1.00 through September 30, 2025 and 5 .00 to 1.00 thereafter.

This is calculated as Total Funded Senior Debt (as defined in the applicable note agreements) less municipal debt, divided by adjusted EBITDA (as defined in the applicable note agreements).

The Company is in compliance with such financial covenants as of June 30, 2025.

Amortization of debt issuance costs was $ 0.2 million and $ 0.5 million for the three and six months ended June 30, 2025, respectively, and $ 0.3 million and $ 0.4 million for the three and six months ended June 30, 2024, respectively.

The Company is in compliance with such financial covenants as of September 30, 2025.

Amortization of debt issuance costs was $ 0.3 million and $ 0.8 million for the three and nine months ended September 30, 2025, respectively, and $ 0.3 million and $ 0.7 million for the three and nine months ended September 30, 2024, respectively.

NOTE 16 – COMMITMENTS AND CONTINGENCIES

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As of May 30, 2025, the Company has initiated the sales process and continues the return to service work on the remaining Spanish Scoopers.

As of the quarter ended June 30, 2025, no sale has been completed, and the process remains ongoing.

Because the sale price and outcome remain uncertain, the Company is unable to reasonably estimate a potential loss, if any, related to this contingency.

Accordingly, no liability has been recorded in the condensed consolidated financial statements as of June 30, 2025.

As of the quarter ended September 30, 2025, no sale has been completed, and the process remains ongoing.

Because the sale price and outcome, as well as the parties’ respective rights, duties, and obligations under the contract, remain uncertain, the Company is unable to reasonably estimate a potential loss, if any, related to this contingency.

Accordingly, no liability has been recorded in the condensed consolidated financial statements as of September 30, 2025.

The Company will continue to monitor the situation and assess the need for recognition or further disclosure in future periods.

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Shares of Series A Preferred Stock are mandatorily redeemable by the Company on April 25, 2032 at a redemption amount that is equal to the stated value, plus accrued but unpaid interest.

Accrued interest for the Series A Preferred Stock was $ 13.2 million and $ 12.4 million for the six months ended June 30, 2025 and 2024, respectively.

Accrued interest for the Series A Preferred Stock was $ 20.1 million and $ 18.9 million for the nine months ended September 30, 2025 and 2024, respectively.

Shares of Series A Preferred Stock are also redeemable upon certain triggering events outside of the control of the Company, including that shares of Series A Preferred Stock may be redeemed by the Company (a) on or after April 25, 2027 or (b) in connection with the consummation of a fundamental change in the Company’s voting and governance structure such as the sale of the Company or its subsidiaries representing more than 50% of the Company’s voting stock or a similar liquidity event.

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Given the conversion feature is considered substantive, the mandatory redemption on April 25, 2032 is not certain and accordingly, the Series A Preferred Stock are classified as mezzanine equity.

As of June 30, 2025, it is probable that the Series A Preferred Stock may become redeemable on April 25, 2032.

As of September 30, 2025, it is probable that the Series A Preferred Stock may become redeemable on April 25, 2032.

The Company has elected to recognize changes in redemption value immediately, adjusting the preferred stock to the maximum redemption value at each reporting date.

Upon Closing, the Series A Preferred Stock had both a carrying value and redemption value of $ 332.7 million, the 50 % multiplier, valued at $ 156.4 million, was removed.

As of June 30, 2025 and December 31, 2024, the Series A Preferred Stock had both a carrying value and redemption value of $ 393.4 million and $ 380.2 million, respectively.

As of September 30, 2025 and December 31, 2024, the Series A Preferred Stock had both a carrying value and redemption value of $ 400.3 million and $ 380.2 million, respectively.

Refer to the table below.

As of June 30, 2025 and December 31, 2024, the fair value of the embedded derivative related to an event of default is zero , as there have been no triggering events.

The Company determined the fair value of the other features requiring bifurcation, both individually and in the aggregate were immaterial at June 30, 2025 and December 31, 2024.

As of September 30, 2025 and December 31, 2024, the fair value of the embedded derivative related to an event of default is zero , as there have been no triggering events.

The Company determined the fair value of the other features requiring bifurcation, both individually and in the aggregate were immaterial at September 30, 2025 and December 31, 2024.

The fair value of these features will be assessed at each reporting date and will be recognized and remeasured at fair value, if material.

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Adjustment to maximum redemptions value — 20,136

Balance as of June 30, 2025 315,789.473684 $ 393,376

Balance as of September 30, 2025 315,789.473684 $ 400,315

Balance as of December 31, 2023 315,789.473684 $ 354,840

Adjustment to maximum redemptions value — 18,861

Balance as of June 30, 2024 315,789.473684 $ 367,225

Balance as of September 30, 2024 315,789.473684 $ 373,701

NOTE 18 – STOCKHOLDERS’ DEFICIT

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Upon vesting of each RSU, the Company will issue one share of Common Stock to the RSU holder.

RSU activity for the six months ended June 30, 2025 and 2024 is as follows:

RSU activity for the nine months ended September 30, 2025 and 2024 is as follows:

Awards Weighted average

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Forfeited/Cancelled ( 544,431 ) 4.39

Outstanding as of June 30, 2025 3,969,372 $ 6.70

Outstanding as of September 30, 2025 4,003,246 $ 6.48

Outstanding as of December 31, 2023 6,624,459 $ 8.30

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Forfeited/Cancelled ( 1,706,214 ) 9.22

Outstanding as of June 30, 2024 4,330,458 $ 7.14

The total fair value of RSUs vested during the six months ended June 30, 2025 and 2024 was $ 2.5 million and $ 9.3 million, respectively, based on the closing stock price on the date of vesting.

For the three and six months ended June 30, 2025, the Company recorded stock-based compensation expense related to RSUs of $ 0.3 million and $ 0.6 million, respectively, within Total cost of revenues and $ 1.4 million and $ 3.1 million, respectively, within Selling, general and administrative expense on the Condensed Consolidated Statements of Operations.

For the three and six months ended June 30, 2024, the Company recorded stock-based compensation expense related to RSUs of $ 0.4 million and $ 0.7 million, respectively, within Total cost of revenues and $ 4.1 million and $ 9.6 million, respectively, within Selling, general and administrative expense on the Condensed Consolidated Statements of Operations.

As of June 30, 2025, there was $ 12.3 million of unrecognized total compensation expense related to unvested RSUs, which is expected to be recognized over a weighted-average period of 2.5 years.

Outstanding as of September 30, 2024 4,559,929 $ 6.90

The total fair value of RSUs vested during the nine months ended September 30, 2025 and 2024 was $ 2.5 million and $ 10.1 million, respectively, based on the closing stock price on the date of vesting.

For the three and nine months ended September 30, 2025, the Company recorded stock-based compensation expense related to RSUs of $ 0.3 million and $ 1.0 million, respectively, within Total cost of revenues and $ 0.8 million and $ 3.8 million, respectively, within Selling, general and administrative expense on the Condensed Consolidated Statements of Operations.

For the three and nine months ended September 30, 2024, the Company recorded stock-based compensation expense related to RSUs of $ 0.6 million and $ 1.4 million, respectively, within Total cost of revenues and $ 2.8 million and $ 12.3 million, respectively, within Selling, general and administrative expense on the Condensed Consolidated Statements of Operations.

As of September 30, 2025, there was $ 10.9 million of unrecognized total compensation expense related to unvested RSUs, which is expected to be recognized over a weighted-average period of 2.4 years.

Incentive Units

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For the Time-Vesting Incentive Units, compensation cost was recognized over the requisite service period on a straight-line basis.

For the Exit-Vesting Incentive Units, expense will be recognized when a qualifying change of control event is considered probable, which has not occurred as of June 30, 2025.

As of June 30, 2025, 40,404 Exit-Vesting Incentive Units with a weighted-average grant date fair value of $ 0.01 remain outstanding.

For the Exit-Vesting Incentive Units, expense will be recognized when a qualifying change of control event is considered probable, which has not occurred as of September 30, 2025.

As of September 30, 2025, 40,404 Exit-Vesting Incentive Units with a weighted-average grant date fair value of $ 0.01 remain outstanding.

Upon vesting of each Incentive Unit, the Company will issue 0.96246 shares of Common Stock to the Incentive Unit holder.

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The Company also agreed to reimburse the 2025 Agents for certain specified expenses in connection with entering into the 2025 ATM Agreement.

During the six months ended June 30, 2025, the Company did not sell any shares of Common Stock under the 2025 ATM Agreement.

During the nine months ended September 30, 2025, the Company did not sell any shares of Common Stock under the 2025 ATM Agreement.

NOTE 19 – RELATED PARTY TRANSACTIONS

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Transactions with the Company prior to the transfer are included in these related party disclosures for the periods presented.

For the three and six months ended June 30, 2025 and 2024, the Company incurred zero and $ 0.6 million in training expenses provided by an entity in which Mr.

Timothy Sheehy has a partial ownership with zero and $ 0.1 million in related outstanding accounts payable as of June 30, 2025 and December 31, 2024, respectively.

The Company incurred related party training expenses, provided by an entity in which Mr.

Timothy Sheehy has a partial ownership, of zero and $ 0.6 million for the three and nine months ended September 30, 2025, respectively, and $ 0.1 million and $ 0.7 million for the three and nine months ended September 30, 2024, respectively with zero and $ 0.1 million in related outstanding accounts payable as of September 30, 2025 and December 31, 2024, respectively.

The Company earned revenues related to charter rentals of the Company’s aircraft by the U.S.

Senate campaign of Mr.

Timothy Sheehy of zero for the three and six months ended June 30, 2025 and $ 0.1 million and $ 0.2 million for the three and six months ended June 30, 2024, respectively.

Timothy Sheehy of zero for the three and nine months ended September 30, 2025 and $ 0.1 million and $ 0.2 million for the three and nine months ended September 30, 2024, respectively.

On November 17, 2023, the Company entered into a series of agreements designed to facilitate the purchase and return to service of the Spanish Scoopers originally awarded to our wholly-owned subsidiary, BAE, in September 2023 via a public tender process from the Government of Spain for € 40.3 million.

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Timothy Sheehy.

The Company incurred lease expense of approximately $ 0.3 million and $ 0.7 million for the three and six months ended June 30, 2025, respectively, and $ 0.4 million and $ 0.8 million for the three and six months ended June 30, 2024, respectively.

The Company incurred related party lease expense of approximately zero and $ 0.7 million for the three and nine months ended September 30, 2025, respectively, and $ 0.4 million and $ 1.3 million for the three and nine months ended September 30, 2024, respectively.

The Company recorded approximately $ 5.1 million of right-of-use assets, $ 1.3 million of right-of-use current liabilities, and $ 3.8 million of right-of-use noncurrent liabilities as of December 31, 2024.

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The two other related parties of the Company disposed of their holdings as of October 1, 2024.

The Company paid approximately zero and $ 0.6 million in interest to these bond holders during the three and six months ended June 30, 2024, respectively, and incurred approximately $ 0.3 million and $ 0.6 million in interest for the three and six months ended June 30, 2024, respectively.

The Company paid approximately $ 0.5 million and $ 1.1 million in interest to these bond holders during the three and nine months ended September 30, 2024, respectively, and incurred approximately $ 0.3 million and $ 0.8 million in interest for the three and nine months ended September 30, 2024, respectively.

Refer to “Note 15 – Long-Term Debt” included in this Quarterly Report for additional information on the Series 2022 Bonds.

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Bridger is also subject to taxes in foreign jurisdictions in which it operates.

For the three and six months ended June 30, 2025, the Company recorded tax expense of $ 0.2 million and $ 0.4 million, respectively.

The effective tax rate for the three and six months ended June 30, 2025 was ( 1.3 )% and ( 2.9 )%, respectively.

For the three and nine months ended September 30, 2025, the Company recorded income tax benefit of $ 0.8 million and $ 0.4 million, respectively.

The effective tax rate for the three and nine months ended September 30, 2025 was 0.8 % and ( 2.1 )%, respectively.

The effective tax rate differs from the statutory rate primarily as a result of having a full valuation allowance in the U.S., a state tax expense accrual in separate company filings with forecasted income, and the impact of forecasted loss in the foreign jurisdiction in which the Company conducts business.

For the three and six months ended June 30, 2024, the Company recorded income tax benefit of $ 0.5 million.

The effective tax rate for the three and six months ended June 30, 2024 was 1.6 %.

For the three and nine months ended September 30, 2024, the Company recorded income tax benefit of zero and $ 0.5 million, respectively.

The effective tax rate for the three and nine months ended September 30, 2024 was 0.0 % and 14.7 %, respectively.

The Company has assessed the realizability of the net deferred tax assets and in that analysis has considered the relevant positive and negative evidence available to determine whether it is more likely than not that some portion or all of the deferred tax assets will be realized.

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Among other things, OBBBA makes permanent key elements of the Tax Cuts and Jobs Act, including 100% bonus depreciation, domestic research cost expensing, and the business interest expense limitation.

Refer to “Note 23 – Subsequent Events” included in this Quarterly Report for additional information on the Company’s consideration of the OBBBA.

NOTE 21 – LOSS PER SHARE

Loss per share of Common Stock is calculated in accordance with ASC 260, Earnings per share.

Loss per share – basic is calculated by dividing Loss attributable to Common Stockholders - basic and diluted by the Weighted average Common Stock outstanding - basic.

Loss per share – diluted is based on the weighted average number of shares of Common Stock used for the Loss per share - basic calculation, adjusted for the weighted-average number of common share equivalents outstanding for the period determined using the treasury stock method and if-converted method, as applicable.

Loss attributable to Common Stockholders – basic and diluted is adjusted for the impact of changes in the fair value of the Public Warrants and Private Placement Warrants, to the extent they are dilutive.

The following table sets forth the computation of the Company’s Loss per share:

In accordance with ASC 740, Accounting for Income Taxes , the impacts of the OBBBA are reflected in the Company’s results for the three and nine months ended September 30, 2025.

However, the changes did not affect the Company’s U.S.

deferred tax assets or liabilities, as the Company continues to maintain a full valuation allowance against those balances.

NOTE 21 – EARNINGS (LOSS) PER SHARE

Earnings (loss) per share of Common Stock is calculated in accordance with ASC 260, Earnings per share.

Earnings (loss) per share – basic is calculated by dividing Earnings (loss) attributable to Common Stockholders - basic by the Weighted average Common Stock outstanding - basic.

Earnings (loss) per share – diluted is based on the weighted average number of shares of Common Stock used for the Earnings (loss) per share - basic calculation, adjusted for the weighted-average number of common share equivalents outstanding for the period determined using the treasury stock method and if-converted method, as applicable.

Earnings (loss) attributable to Common Stockholders – basic and diluted is adjusted for the impact of changes in the fair value of the Public Warrants and Private Placement Warrants, to the extent they are dilutive.

The following table sets forth the computation of the Company’s Earnings (loss) per share:

For the Three Months Ended

June 30, For the Six Months Ended

September 30, For the Nine Months Ended

September 30,

$s in thousands, except per share amounts 2025 2024 2025 2024

2 unchanged sentences

Series A Preferred Stock—adjustment to maximum redemptions value ( 6,939 ) ( 6,476 ) ( 20,136 ) ( 18,861 )

Loss attributable to Common stockholders – basic and diluted $ ( 6,328 ) $ ( 16,177 ) $ ( 28,427 ) $ ( 42,453 )

Weighted average Common Stock outstanding - basic and diluted 53,878,966 48,326,688 53,846,770 47,964,465

Loss per share - basic and diluted $ ( 0.12 ) $ ( 0.33 ) $ ( 0.53 ) $ ( 0.89 )

The following table summarizes the potentially dilutive common shares that were excluded from diluted Loss per share - diluted computations because the effect would have been anti-dilutive:

Earnings (loss) attributable to Common stockholders – basic $ 27,580 $ 20,870 $ ( 847 ) $ ( 21,583 )

Change in fair value of embedded derivative — — — —

Dilutive adjustments to Earnings (loss) attributable to Common stockholders – basic 6,939 6,476 — —

Earnings (loss) attributable to Common stockholders - diluted $ 34,519 $ 27,346 $ ( 847 ) $ ( 21,583 )

Weighted average Common Stock outstanding - basic 54,637,414 52,934,951 54,113,214 49,633,387

Weighted average effect of dilutive securities:

Series A Preferred Stock 36,392,288 33,972,808 — —

Unvested Restricted Stock Units 189,202 153,995 — —

Unvested Legacy Bridger Incentive Units 38,887 38,887 — —

Sponsor Earnout Shares 855,000 855,000 — —

Weighted average Common Stock outstanding - diluted 92,112,791 87,955,641 54,113,214 49,633,387

Earnings (loss) per share - basic $ 0.50 $ 0.39 $ ( 0.02 ) $ ( 0.43 )

Earnings (loss) per share - diluted $ 0.37 $ 0.31 $ ( 0.02 ) $ ( 0.43 )

The following table summarizes the potentially dilutive common shares that were excluded from diluted Earnings (loss) per share - diluted computations because the effect would have been anti-dilutive:

For the Three Months Ended

June 30, For the Six Months Ended

September 30, For the Nine Months Ended

September 30,

2025 2024 2025 2024

11 unchanged sentences

These financial metrics are used by the CODM to make key operating decisions, such as the determination of the rate at which the Company seeks to grow revenues and operating margin and the allocation of budget between cost of revenues and selling, general & administrative expenses.

The following table presents selected financial information with respect to the Company’s single operating segment for the three and six months ended June 30, 2025 and 2024:

The following table presents selected financial information with respect to the Company’s single operating segment for the three and nine months ended September 30, 2025 and 2024:

For the Three Months Ended

June 30, For the Six Months Ended June 30,

September 30, For the Nine Months Ended September 30,

($s in thousands) 2025 2024 2025 2024

4 unchanged sentences

Total cost of revenues 21,133 23,001 57,040 42,074

Gross income (loss) 12,051 3,147 10,490 ( 552 )

Gross income 46,753 41,506 57,243 40,954

Selling, general and administrative expense 7,723 8,641 22,837 28,153

Operating income (loss) 5,527 ( 4,755 ) ( 4,624 ) ( 20,064 )

Operating income 39,030 32,865 34,406 12,801

Interest expense ( 5,802 ) ( 5,989 ) ( 17,274 ) ( 17,766 )

1 unchanged sentence

Income (loss) before income taxes 33,679 27,346 18,882 ( 3,192 )

Income tax (expense) benefit ( 182 ) 484 ( 433 ) 470

Income tax benefit 840 — 407 470

Net income (loss) $ 34,519 $ 27,346 $ 19,289 $ ( 2,722 )

3 unchanged sentences

Additionally, significant expenses, such as cost of revenues and selling, general and administrative expenses, are closely monitored as part of the performance evaluation and resource allocation process.

Total United States revenues were $ 25.7 million and $ 35.4 million for the three and six months ended June 30, 2025, respectively, and $ 11.2 million and $ 15.7 million for the three and six months ended June 30, 2024, respectively.

Total United States revenues were $ 65.7 million and $ 101.1 million for the three and nine months ended September 30, 2025, respectively, and $ 62.4 million and $ 78.1 million for the three and nine months ended September 30, 2024, respectively.

Refer to “Note 2 – Summary of Significant Accounting Policies” included in this Quarterly Report on Form 10-Q for additional information about revenue by geographic location.

The Company's long-lived tangible assets, as well as the Company's operating lease right-of-use assets recognized on the Condensed Consolidated Balance Sheets were located as follows:

($s in thousands) As of

June 30, 2025 As of

September 30, 2025 As of

December 31, 2024

2 unchanged sentences

NOTE 23 – SUBSEQUENT EVENTS

On July 4, 2025, President Trump signed into law the OBBBA.

Among other things, the OBBBA makes permanent key elements of the Tax Cuts and Jobs Act, including 100% bonus depreciation, domestic research cost expensing, and the business interest expense limitation.

ASC740, “Income Taxes”, requires the effects of changes in tax rates and laws on deferred tax balances to be recognized in the period in which the legislation is enacted.

Consequently, as of the date of enactment, and during the period ended September 30, 2025, the Company will evaluate all deferred tax balances under the newly enacted tax law and identify any other changes required to its financial statements as a result of the OBBBA.

The Company is still evaluating the impact of the OBBBA and the results of such evaluations will be reflected on the Company's Form 10-Q for the quarter ending September 30, 2025 .

On October 1, 2025, the Company completed the purchase of an additional King Air aircraft for approximately $ 3.7 million.

The aircraft will be included in Property, plant and equipment, net in the Consolidated Balance Sheets for the year ended December 31, 2025.

On October 28, 2025, the Company completed its previously announced sale and leaseback transaction of its hangar and office facilities at the Bozeman Yellowstone International Airport in Belgrade, Montana to an unrelated third party for a total sales price of approximately $ 49.3 million, subject to related transaction cost adjustments.

These assets were not classified as held for sale as of September 30, 2025, as the required approvals, that were more than perfunctory and administrative, were not obtained prior to the quarter end.

On October 28, 2025, Bridger completed the refinancing of its then outstanding $ 160.0 million Series 2022 Bonds, with a new Credit Agreement (“the Credit Agreement”), consisting of $ 210.0 million Initial Term Loans (the “Initial Term Loans”), a $ 21.5 million Revolving Credit Facility (the “Revolver”), and a $ 100.0 million Delayed Draw Term Loan (“the DDTL”).

The Initial Term Loan and Revolver mature on October 28, 2030.

The DDTL will remain available until October 28, 2027.

Borrowings under the Credit Agreement bear interest at either (i) Term SOFR rate plus 6.00 % or (ii) an Alternative Base Rate (“ABR”), plus 5.00 %.

The ABR is determined as the greatest of (a) the federal funds effective rate, plus 0.50 %, (b) adjusted term SOFR plus 1.00 %, (c) the prime rate and (d) 2.00 %.

The Credit Agreement is subject to certain financial covenants, such as a quarterly total leverage ratio and a minimum operating cash flow requirement.

The proceeds from the Initial Term Loans were used to refinance existing debt, pay associated transaction costs and the 3 % prepayment penalty on the Series 2022 Bonds, and prepay in full various permanent and term loan agreements, including all outstanding obligations associated with the Series 2022 Bonds and the LOB credit facilities.

The proceeds from the DDTL and Revolver may be used for future aircraft and corporate acquisitions and to provide for ongoing working capital requirements and general corporate purposes.

In addition, the Company terminated the interest rate swap agreement with UMB related to variable rate debt from the Term Loan as further discussed in “Note 13 – Interest Rate Swap” included in this Quarterly Report on Form 10-Q.

The Company is evaluating the final impact of lender fees and third-party costs, and as such, a precise estimate of the total financial effect is not yet reasonably determinable.

The related accounting impacts for these transactions will be reflected in the Consolidated Financial Statements for the year ending December 31, 2025.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1. Financial Statements