What changed in this filing

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Item 1A. Risk Factors

2026-03-06 compared with 2025-03-14 · 71 added, 81 removed, 775 unchanged (16% of the section changed)

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• Our business is inherently risky in that it is fighting wildfires which are powerful and unpredictable.

• The unavailability of an aircraft due to loss, mechanical failure, lack of pilots or maintenance personnel, especially one of the Viking Air CL-415EAFs, would result in lower operating revenues for us for a period of time that cannot be determined and would likely be prolonged.

• The unavailability of an aircraft due to loss, mechanical failure, lack of pilots or maintenance personnel, especially one of the Super Scoopers, would result in lower operating revenues for us for a period of time that cannot be determined and could be prolonged.

• Inability to source and hire personnel with appropriate skills and experience would inhibit operations.

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• We rely on a limited number of suppliers for certain raw materials and supplied components.

• There is a limited supply of new CL-415EAF aircraft to purchase, and an inability to purchase additional CL-415EAF aircraft could impede our ability to increase our revenue and net income.

• There is a limited supply of new Super Scooper aircraft to purchase, and an inability to purchase additional Super Scooper aircraft could impede our ability to increase our revenue and net income.

• We currently rely and will continue to rely on third-party partners to provide and store the parts and components required to service and maintain our aircraft, and to supply critical components and systems, which exposes us to a number of risks and uncertainties outside our control.

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• The requirements of being a public company may strain our resources, divert our management’s attention and affect our ability to attract and retain additional executive management and qualified board members.

• We have identified material weaknesses in our internal control over financial reporting, which we are in the process of, and are focused on, remediating.

Risks Related to the Ownership of Our Securities

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Because our aerial firefighting services include a variety of aircraft, our clients may have a hard time determining how safe aerial firefighting services are, and their confidence in aerial firefighting may be impacted by, among other things, the classification of accidents in ways that reflect poorly on aerial firefighting services or the methods that aerial firefighting services utilize.

As the owners and operators of certain aircraft, including the CL-415EAFs, we believe that safety and reliability are two of the primary attributes that customers consider when selecting aerial firefighting services.

As the owners and operators of certain aircraft, including the Super Scoopers, we believe that safety and reliability are two of the primary attributes that customers consider when selecting aerial firefighting services.

Our failure to maintain standards of safety and reliability that are satisfactory to our customers may adversely impact our ability to retain current customers and attract new customers.

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For example, if an accident were to occur at or near one of our hangars that we rely on for certain flights, we may be unable to utilize that hangar until the accident has been cleared, any damages to the facilities have been repaired and any insurance, regulatory, or other investigations have been completed.

Similarly, an adverse safety event by a third- party with respect to the CL-415EAF or any of the other planes in our fleet could result in temporary or permanent bans on certain aircraft models by our current or future customers.

Similarly, an adverse safety event by a third- party with respect to the Super Scooper or any of the other planes in our fleet could result in temporary or permanent bans on certain aircraft models by our current or future customers.

Our business is inherently risky in that it is fighting wildfires which are powerful and unpredictable.

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We may also be more likely to experience an adverse safety event.

The unavailability of an aircraft due to loss, mechanical failure, lack of pilots or maintenance personnel, especially one of the Viking Air CL-415EAFs, would result in lower operating revenues for us for a period of time that cannot be determined and would likely be prolonged.

The unavailability of an aircraft due to loss, mechanical failure, lack of pilots or maintenance personnel, especially one of the Super Scoopers, would result in lower operating revenues for us for a period of time that cannot be determined and could be prolonged.

Aircraft loss for any reason could impact our ability to provide services.

Short- or long-term unavailability of an aircraft may also result from an aging fleet or parts obsolescence.

Replacement aircraft or replacement parts may not be available or only available with significant delays.

Replacement aircraft or replacement parts may not be available or only available with significant costs and/or delays.

Our revenues are disproportionately derived from the services of our Super Scoopers.

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In particular, the Super Scooper is specially designed to fight forest fires with water and to refill from open bodies of water.

If new technology or firefighting tactics are created or discovered that provide more powerful, more economic, faster, safer, more environmentally friendly or services that are otherwise superior in certain aspects to our current services, then we may see reduced demand for our services or be required to incur additional costs to adapt our fleet to such technologies or firefighting tactics.

If new technology or firefighting tactics are created or discovered that provide more powerful, more economic, faster, safer, more environmentally friendly firefighting services or that provide services that are otherwise superior in certain aspects to our current services, then we may see reduced demand for our services or be required to incur additional costs to adapt our fleet to such technologies or firefighting tactics.

Additionally, current and potential government customers may push towards contracting services from customers with modernized fleets.

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The technology also allows us to coordinate our business across our operation bases and communicate with our employees and externally with customers, suppliers, partners and other third parties.

While we believe we take reasonable steps to secure these IT networks and systems, and the data processed, transmitted and stored thereon, such networks, systems and data may be susceptible to cyberattacks, viruses, malware, or other unauthorized access or damage (including by environmental, malicious, or negligent acts), which could result in unauthorized access to, or the release and public exposure of, our proprietary information or our users’ personal information.

While we believe we take reasonable steps to secure these IT networks and systems, and the data processed, transmitted and stored thereon, such networks, systems and data are susceptible to cyberattacks, viruses, malware, or other unauthorized access or damage (including by environmental, malicious, or negligent acts), which could result in unauthorized access to, or the release and public exposure of, our proprietary information or our users’ personal information.

In addition, cyberattacks, viruses, malware, or other damage or unauthorized access to our IT networks and systems could result in damage, disruptions, or shutdowns to our platform.

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Data breaches of companies and governments continue to increase as the number, intensity and sophistication of attempted attacks and intrusions from around the world have increased and we, our customers, and third parties increasingly store and transmit data by means of connected IT systems.

Additionally, risks such as code anomalies, “Acts of God”, data leakage, cyber-fraud and human error pose a direct threat to our services, systems and data and could result in unauthorized or block legitimate access to sensitive or confidential data regarding our operations, customers, employees and suppliers, including personal information.

Additionally, risks such as code anomalies, “Acts of God”, data leakage, cyber-fraud and human error pose a direct threat to our services, systems and data and could result in unauthorized access or block legitimate access to sensitive or confidential data regarding our operations, customers, employees and suppliers, including personal information.

We also depend on and interact with the technology and systems of third parties, including our customers and third-party service providers such as cloud service providers.

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We believe that rising global temperatures have been, and in the future are expected to be, one factor contributing to increasing rates and severity of wildfires.

Climate change and global temperatures are impacted my many variables, however, and cannot be predicted with certainty.

Climate change and global temperatures are impacted by many variables, however, and cannot be predicted with certainty.

If global temperatures were to decrease, then the rate and severity of wildfires may decrease as well, resulting in lower demand for our services.

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However, it is common throughout the aerospace industry generally for many employees at aerospace companies to belong to a union, which can result in higher employee costs and increased risk of work stoppages.

We may also directly and indirectly depend upon other companies with unionized work forces, such as parts suppliers and trucking and freight companies, and work stoppages or strikes organized by such unions could harm our business, financial condition or operating results.

We have entered into ground leases with terms of twenty ( 20 ) years and ten ( 10 ) years with the Gallatin Airport Authority (the “Airport Authority”) for each of our hangars.

If the Airport Authority declines to renew any of our ground leases, our operations and results of operations could be materially and adversely impacted.

Our current hangars are located on certain land owned by the Airport Authority and leased to our subsidiaries.

The initial term of each ground lease is either twenty (20) years or ten (10) years from its respective commencement date.

These hangars are critical to our ability to provide maintenance on our aircraft.

If the Airport Authority terminates our leases, or refuses to renew them when expired, we may incur significant costs to locate suitable alternative hangar locations and may incur increased costs to modify any replacement hangars for our business, and the process may require significant management attention.

We may also directly and indirectly depend upon other companies with unionized workforces, such as parts suppliers and trucking and freight companies, and work stoppages or strikes organized by such unions could harm our business, financial condition or operating results.

In October 2025, we entered into aircraft hangar subleases with terms of ten ( 10 ) years with an unrelated third party.

If the sublessor declines to renew any of our aircraft hangar subleases, our operations and results of operations could be materially and adversely impacted.

Our current aircraft hangars (3) and improvement ramp (1) at Bozeman Yellowstone International Airport (collectively, the “Subleased Properties”) are subleased from an unrelated third party (the “Sublessor”) with initial sublease terms of ten (10) years each.

These subleased properties are critical to our ability to provide maintenance on our aircraft and to support ongoing operations.

Upon expiration of the initial terms, we have the right to renew each of the subleases for five (5) additional years (the “Renewal Terms”), with the sublease rent being reset to then applicable fair market value, but not more than ten percent (10%) above the then existing monthly rent.

Our right to occupy the Subleased Properties following expiration of the Renewal Terms will be subject to a successful negotiation with the Sublessor.

If we are unable to negotiate a further renewal on commercially reasonable terms, our operations could be materially and adversely impacted, and we may incur significant costs to identify, secure and configure suitable alternative hangar locations.

In addition, the process of relocating or reconfiguring hangar facilities could divert significant management attention and resources, disrupt our maintenance activities, and lead to increased operating expenses.

Our lack of diversification with respect to the aircraft we use may subject us to negative economic, competitive and regulatory developments that disproportionately impact our aviation assets as compared to other fire suppression aircraft or alternative fire suppression services, which could adversely affect our ability to market and sell our services and our reputation.

Our fleet is comprised mainly of CL-415EAF aircraft, which is currently limited in supply (see the section of this Annual Report on Form 10-K entitled “ Risk Factors — There is a limited supply of new CL-415EAF aircraft to purchase, and an inability to purchase additional CL-415EAF aircraft could impede our ability to increase our revenue and net income.

Our fire suppression fleet is comprised mainly of Super Scooper aircraft, which is currently limited in supply (see the section of this Annual Report on Form 10-K entitled “ Risk Factors — There is a limited supply of new Super Scooper aircraft to purchase, and an inability to purchase additional Super Scooper aircraft could impede our ability to increase our revenue and net income.

Furthermore, regulations or restrictions that cause us to ground the fleet after a safety or maintenance event, whether or not in connection with us or our services, have the potential to significantly affect our ability to carry out our operations and generate revenue.

A similar incident could also damage our reputation or the perception of safety or efficacy of the CL-415EAF in fighting wildfires, which could negatively impact our business and results of operations.

A similar incident could also damage our reputation or the perception of safety or efficacy of the Super Scooper in fighting wildfires, which could negatively impact our business and results of operations.

Any delays in the development, design and engineering of our products and services may adversely impact our business, financial condition and results of operations.

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unexpected weather patterns, natural disasters or other events that increase or decrease the rate or intensity of wildfires or impair our ability to perform firefighting services;

changes in governmental regulations or in the status of our regulatory approvals or applications.

and changes in governmental regulations or in the status of our regulatory approvals or applications.

The individual or cumulative effects of factors discussed above could result in large fluctuations and unpredictability in our quarterly and annual operating results.

As a result, comparing our operating results on a period-to-period basis may not be meaningful or be a good indication of our current or future performance.

For example, due to the condensed and less intense 2023 wildfire season, we experienced a decrease in demand for our wildfire surveillance, relief and suppression and aerial firefighting services and had less flight hours and standby days than prior years, which negatively impacted our results of operations for the 2023 wildfire season.

Compared to an earlier start to the 2024 wildfire season, we experienced an increase in demand for our wildfire surveillance, relief and suppression and aerial firefighting services and had more flight hours and standby days than prior year, which positively impacted our results of operations for the 2024 wildfire season and there is no assurance that such increase in demand before the typical fire season will occur in future years.

For example, due to the condensed and less intense 2023 wildfire season, we experienced a decrease in demand for our wildfire surveillance, relief and suppression and aerial firefighting services and had fewer flight hours and standby days than prior years, which negatively impacted our results of operations for the 2023 wildfire season.

Due to an earlier start to the 2024 and 2025 wildfire seasons, we experienced an increase in demand for our wildfire surveillance, relief and suppression and aerial firefighting services and had more flight hours and standby days than 2023, which positively impacted our results of operations for the 2024 and 2025 wildfire seasons and there is no assurance that such increase in demand before the typical fire season will occur in future years.

This variability and unpredictability could also result in our failing to meet the expectations of industry or financial analysts or investors for any period.

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We derive a substantial portion of our revenue from contracts with the U.S.

government (accounting for approximately 67% and 72% of our total revenue for the years ended December 31, 2024 and 2023, respectively) and may enter into additional contracts with the U.S.

federal government (accounting for approximately 76% and 67% of our total revenue for the years ended December 31, 2025 and 2024, respectively) and may enter into additional contracts with the U.S.

or foreign governments in the future.

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In addition, the U.S.

government has and may continue to implement initiatives focused on efficiencies, affordability and cost growth and other changes to its procurement practices, such as those pursued by the recently created Department of Government Efficiency (“DOGE”).

On January 20, 2025, President Trump announced an executive order establishing the DOGE to maximize government efficiency and productivity.

In February 2025, President Trump stated that he has directed DOGE to review Pentagon spending for potential waste and fraud.

government has and may continue to implement initiatives focused on efficiencies, affordability and cost growth and other changes to its procurement practices.

Pressures on and uncertainty surrounding the U.S.

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government, including the terms and conditions under which we do so, which may have an adverse impact on our business, financial condition, results of operations and cash flows.

For example, contracts awarded under the United States Department of Defense’s Other Transaction Authority for research and prototypes generally require cost-sharing and may not follow, or may follow only in part, standard U.S.

For example, contracts awarded under the United States Department of War’s Other Transaction Authority for research and prototypes generally require cost-sharing and may not follow, or may follow only in part, standard U.S.

government contracting practices and terms, such as the Federal Acquisition Regulation and Cost Accounting Standards.

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Our total revenues are concentrated among a small number of large customers.

Sales to our two largest customers in the aggregate represented 73%, sales to our largest customer represented 61% of our total revenues for the year ended December 31, 2024, and three customers that accounted for 72% of accounts receivable as of December 31, 2024.

Sales to our three largest customers in the aggregate represented 88%, sales to our largest customer represented 65% of our total revenues for the year ended December 31, 2023, and three customers that accounted for 92% of accounts receivable as of December 31, 2023.

Sales to our three largest customers in the aggregate represented 87% of our total revenues for the year ended December 31, 2025, sales to our largest customer represented 66% of our total revenues for the year ended December 31, 2025, and two customers accounted for 69% of trade accounts receivable as of December 31, 2025.

Sales to our two largest customers in the aggregate represented 73% of our total revenues for the year ended December 31, 2024, sales to our largest customer represented 61% of our total revenues for the year ended December 31, 2024, and three customers accounted for 72% of trade accounts receivable as of December 31, 2024.

We are under continued pressure from our major customers to offer lower prices, extended payment terms, increased marketing and other allowances and other terms more favorable to these customers because our sales to these customers are concentrated, and the market in which we operate is very competitive.

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We may not be able to obtain sufficient supplies of raw materials or supplied components on favorable terms or at all, which could result in delays in the provision of our services, our ability to repair and service our assets, or increased costs, any of which could harm our business, financial condition and results of operations.

In particular, we rely on Viking, the manufacturer of our Super Scooper aircraft and an affiliate of LAS, to source and acquire the parts and materials needed to maintain our Super Scoopers and Bridger has not identified a readily available alternative supplier for certain of such parts.

If we are unable to obtain (including as a result of a disruption to Viking’s business operations, supply lines or the impact of trade restrictions on Viking’s ability to source raw materials on a cost effective basis, or at all) the necessary parts and materials to maintain our Super Scooper aircraft from Viking, and if we are unable to identify an alternative supplier for such parts and materials in a timely manner, then our business operations, including the maintenance and performance of our Super Scooper aircraft, and results of operations would be adversely affected.

There is a limited supply of new CL-415EAF aircraft to purchase, and an inability to purchase additional CL-415EAF aircraft could impede our ability to increase our revenue and net income.

Currently, a majority of our revenue derives from services performed by the CL-415EAF.

LAS has only made a limited number of CL-415EAFs available for sale between 2020 and 2025.

If we continue to focus operations on a single airframe for fire suppression and we do not expand our fleet to other aircraft, our operations may be impacted by the limited supply of new CL-415EAF aircraft available to purchase, which creates a revenue ceiling until additional aircraft can be produced or acquired, which could adversely affect our results of operation and ability to obtain efficiencies of scale.

In particular, we rely on De Havilland (previously known as Viking, an affiliate of LAS), the manufacturer of our Super Scooper aircraft, to source and acquire the parts and materials needed to maintain our Super Scoopers and Bridger has not identified a readily available alternative supplier for certain of such parts.

If we are unable to obtain (including as a result of a disruption to De Havilland’s business operations, supply lines or the impact of trade restrictions on De Havilland’s ability to source raw materials on a cost effective basis, or at all) the necessary parts and materials to maintain our Super Scooper aircraft from De Havilland, and if we are unable to identify an alternative supplier for such parts and materials in a timely manner, then our business operations, including the maintenance and performance of our Super Scooper aircraft, and results of operations would be adversely affected.

There is a limited supply of new Super Scooper aircraft to purchase, and an inability to purchase additional Super Scooper aircraft could impede our ability to increase our revenue and net income.

Currently, a majority of our revenue derives from services performed by the Super Scooper.

The manufacturer has only made a limited number of Super Scoopers available for sale between 2020 and 2025.

If we continue to focus operations on a single airframe for fire suppression and we do not expand our fleet to other aircraft, our operations may be impacted by the limited supply of new Super Scooper aircraft available to purchase, which creates a revenue ceiling until additional aircraft can be produced or acquired, which could adversely affect our results of operation and ability to obtain efficiencies of scale.

We currently rely and will continue to rely on third-party partners to provide and store the parts and components required to service and maintain our aircraft, and to supply critical components and systems, which exposes us to a number of risks and uncertainties outside our control.

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We may require substantial additional funding to finance our operations and growth strategy, but adequate additional financing may not be available when we need it, on acceptable terms, or at all, and our ability to pursue equity financings may depend, in part, on the market price of our Common Stock.

We financed our operations and capital expenditures during 2022 and 2023 primarily through private financing rounds, including the $160.0 million aggregate municipal bond financing that closed on July 21, 2022 and August 10, 2022.

During 2024, the Company sold an aggregate of 33,798 shares of Common Stock at a weighted-average price of $5.13 per share for net proceeds of $0.2 million under the 2024 ATM Agreement.

In addition, the Company raised additional equity capital through a registered direct equity offering resulting in net cash proceeds of approximately $9.2 million.

In the future, we could be required to raise capital through public or private financing or other arrangements.

We financed our operations and capital expenditures in prior periods primarily through a combination of private equity financings and debt issuances, including the $160.0 million Series 2022 Bonds issued in July 2022 and August 2022.

In October 2025, we executed a comprehensive refinancing through a new Credit Agreement that replaced the Series 2022 Bonds and consolidated our outstanding debt into a single secured credit facility.

The Credit Agreement provides for (i) $210.0 million of Initial Term Loans, (ii) a $21.5 million Revolving Credit Facility (“Revolver”), and (iii) a $100.0 million Delayed Draw Term Loan (“DDTL”) (collectively, the “Credit Facilities”).

The refinancing enhanced our liquidity position, extended maturities to October 2030, and increased our total borrowing capacity to support long‑term growth initiatives.

In addition to debt financing, during 2024, we raised incremental equity capital through the sale of 33,798 shares of common stock at a weighted‑average price of $5.13 per share under our 2024 At-the-Market Offering (“ATM”) Agreement, generating net proceeds of $0.2 million, and through a registered direct equity offering that provided approximately $9.2 million in net cash proceeds.

In 2025, we entered into the 2025 ATM Agreement under which we may offer and sell, from time to time, shares of our Common Stock having an aggregate offering price of up to $100.0 million.

As of December 31, 2025, we have not sold any shares of Common Stock through the 2025 ATM Agreement.

Going forward, we expect our primary sources of liquidity to consist of cash flows from operations, available borrowings under the DDTL and Revolver, and potential access to equity capital markets.

We may seek to raise additional capital in the future through public or private equity or debt offerings, depending on market conditions and strategic requirements.

However, future debt financing could impose restrictive covenants, including financial and operational limitations under the Credit Agreement, and may reduce our flexibility to execute our growth strategy.

Failure to secure additional capital when needed, or to comply with existing debt covenants, could adversely affect our liquidity, operations, and ability to pursue strategic opportunities.

Such financing may not be available on acceptable terms, or at all, and our failure to raise capital when needed could harm our business.

We may sell equity securities or debt securities in one or more transactions at prices and in a manner as we may determine from time to time for general corporate purposes or for specific purposes, including in order to pursue growth initiatives.

Any debt financing, if available, may involve restrictive covenants and could reduce our operational flexibility or profitability.

If we sell any securities in subsequent transactions, our current investors may be materially diluted.

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If we are unable to comply with the financial covenants or other terms of our debt agreements, we may become subject to cross-default or cross-acceleration provisions that could result in our debt being declared immediately due and payable.

We completed municipal bond financings in July 2022 and August 2022 that raised gross proceeds in the aggregate of $160.0 million.

As of December 31, 2024, we had $208.4 million of total debt outstanding.

In connection with such bond financings, we have entered into various loan agreements, which contain certain financial covenants, that require, among other things, that we operate in a manner and to the extent permitted by applicable law, to produce sufficient gross revenues so as to be at all relevant times in compliance with the terms of such covenants, including that we maintain (i) beginning with the fiscal quarter ending December 31, 2023, a minimum debt service coverage ratio (“DSCR”) (generally calculated as the aggregate amount of our total gross revenues, minus operating expenses, plus interest, depreciation and amortization expense, for any period, over our maximum annual debt service requirements, as determined under such loan agreement) that exceeds 1.25x and (ii) beginning with the fiscal quarter ending September 30, 2022, a minimum liquidity of not less than $8.0 million in the form of unrestricted cash and cash equivalents, plus liquid investments and unrestricted marketable securities at all times.

Subject to the terms of the loan agreements, in the event we are unable to comply with the terms of the financial covenants, we may be required (among other potential remedial actions) to engage an independent consultant to review, analyze and make recommendations with respect to our operations or in some instances, this could result in an event of default and/or the acceleration of our debt obligations under the loan agreements.

In addition, the acceleration of our debt obligations may in some instances (as set forth in our Amended and Restated Certificate of Incorporation (our “Amended and Restated Charter”)) result in an increase in the dividend rate of the shares of Preferred Stock that have the rights, powers, designations, preferences and qualification, limitations and restrictions set forth in Section 4.5 of the Amended and Restated Charter (“Series A Preferred Stock”) of 2.00% per annum from the dividend rate otherwise in effect with respect to the Series A Preferred Stock.

The Company is in compliance with the DSCR covenant as of December 31, 2024 and management anticipates the Company will remain in compliance with the DSCR covenant at future quarterly measurement periods during the next 12 months.

The Company is in compliance with the $8.0 million minimum liquidity requirement as of December 31, 2024.

It is possible that the Company may not be in compliance with the minimum DSCR and liquidity requirements at future quarterly measurement periods in the next 12 months depending on the cash generated from its seasonal firefighting operations in 2025.

The agreements for the Gallatin municipal bond issuances by Bridger Aerospace Group Holdings, LLC totaling $160.0 million of gross proceeds that closed in July and August 2022 (the “Series 2022 Bonds”) 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 written notice of non-compliance from the trustee and management diligently prosecutes the remediation plan to completion.

As further described under the section of this Annual Report on Form 10-K entitled “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources—Indebtedness” , we have also entered into various term loan agreements and other long-term debt to fund the purchase of additional aircraft and finance the construction of aircraft hangars.

Under the terms of such agreements, we are subject to certain financial covenants including, a DSCR, current assets to liabilities and senior leverage ratios requirements, respectively, under the agreements of our credit facilities with Citywide Banks (formerly known as Rocky Mountain Bank).

The Company is in compliance with such financial covenants as of December 31, 2024.

However, no assurance can be provided that we will be able to satisfy such financial covenants in future periods or that we will be able to obtain a waiver from our lenders in the event of non-compliance.

A breach of any of these covenants or the occurrence of other events specified in the agreements or related debt documents could result in an event of default under the same and give rise to the lenders’ right to accelerate our debt obligations thereunder and pursue other remedial actions under our credit facilities and/or trigger a cross-default under our other debt agreements, including our Series 2022 Bonds.

We completed the refinancing of our outstanding debt in October 2025 through a new Credit Agreement, which provided for $210.0 million of Initial Term Loans, a $21.5 million Revolver, and a $100.0 million DDTL.

As of December 31, 2025, we had $210.0 million drawn under the Initial Term Loans and $10.3 million under the DDTL, with remaining borrowing capacity under the DDTL and Revolver totaling $89.7 million and $21.5 million, respectively.

The Credit Agreement, which is secured by substantially all of the assets of our Company and subsidiaries, contains customary affirmative, negative, and financial covenants that, among other requirements, impose limitations on our ability to incur additional indebtedness, make restricted payments (including dividends), create liens, engage in certain mergers or acquisitions, or dispose of assets.

The Credit Agreement also contains financial covenants that require us to maintain (i) a Total Leverage Ratio not exceeding 7.00x through December 31, 2026, decreasing to 6.00x through December 31, 2027, and 5.50x thereafter, and (ii) a minimum Operating Cash Flow (as defined in the Credit Agreement) of at least $30.0 million.

Failure to comply with these covenants, or the occurrence of other default events such as nonpayment or cross‑default, could result in the lenders declaring an event of default, the acceleration of all outstanding obligations under the Credit Agreement, and the imposition of default interest or additional fees.

In such circumstances, we may be required to seek alternative financing, negotiate waivers, or pursue other remedial actions, any of which could restrict our operational flexibility, increase our borrowing costs, or adversely affect our liquidity and ability to fund working capital and capital expenditures.

Because the Credit Agreement is fully secured by first‑priority liens on substantially all of our tangible and intangible assets, including aircraft, real property, and intellectual property, an event of default could also enable lenders to foreclose on such assets and materially impair our ability to continue operations.

We were in compliance with all financial covenants as of December 31, 2025, and management expects continued compliance for at least the next 12 months.

However, our ability to remain in compliance with the financial covenants depends on operating performance and the seasonal nature of our business, which may be affected by factors outside our control, such as wildfire activity, government contracting volume, interest rate volatility, and general macroeconomic conditions.

Under the terms of such agreements, we are subject to certain financial covenants including, a Debt Service Coverage Ratio (“DSCR”) and senior leverage ratios requirements, respectively, under the agreement of our credit facility with UMB Bank (formerly known as Rocky Mountain Bank).

The Company was in compliance with such financial covenants as of December 31, 2025.

On February 24, 2026, the Company obtained an amendment from the lender pursuant to which the December 31, 2025 financial covenants and all future financial covenant requirements under the loan were permanently removed through maturity.

Subject to the limits contained in some of the agreements governing our outstanding debt, we may incur additional debt in the future.

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• limit our ability to expand our operations through acquisitions;

• increase our vulnerability to general adverse economic and industry conditions if we are unable to generate sufficient cash flow to service our debt and fund our operating costs, our liquidity may be adversely affected.

There are no assurances that we will maintain a level of liquidity sufficient to permit us to pay the principal, premium and interest on our indebtedness.

In addition to competitive conditions in the industry in which we operate, our financial condition and operating performance are also subject to prevailing economic conditions and certain financial, business and other factors beyond our control.

An increase in interest rates would increase the interest costs on our variable rate indebtedness and could adversely impact our cash flows and our ability to refinance existing indebtedness.

Interest payments for borrowings under our Initial Term Loans and Revolver are based on variable rates.

As a result, an increase in interest rates will reduce our cash flow available for other corporate purposes.

Rising interest rates also could limit our ability to refinance existing indebtedness when it matures and increase interest costs on any indebtedness that is refinanced.

We may enter into agreements such as interest rate swaps, caps, floors and other hedging contracts in order to fully or partially hedge against the cash flow effects of changes in interest rates for floating rate debt.

We do not expect to declare any dividends in the foreseeable future.

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We have a master services agreement with NFMS, LLC and Bridger Air Tanker, LLC, our wholly-owned subsidiary, to transfer all annual expenses incurred to us in exchange for the Canadian employees to support our water scooper aircraft.

On November 17, 2023, we entered into a series of agreements designed to facilitate the purchase and return to service of four Canadair CL-215T Amphibious Aircraft (the “Spanish Scoopers”) originally awarded to our wholly-owned subsidiary, Bridger Aerospace Europe, S.L.U.

On November 17, 2023, we entered into a series of agreements designed to facilitate the purchase and return to service of four Spanish Scoopers originally awarded to our wholly-owned subsidiary, Bridger Aerospace Europe, S.L.U.

(“BAE”), in September 2023 via a public tender process from the Government of Spain for €40.3 million.

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The service agreement also provides that we have the right, but not the obligation, to acquire each Spanish Scooper as it is ready to be contracted and returned to service.

On December 23, 2025, we purchased two of the Spanish Scoopers from MAB for an aggregate purchase price of $50.0 million, allocated $25.0 million per aircraft.

The Company assessed both MAB and BAE for variable interest entity accounting under ASC 810-10-15 and determined that MAB is a voting interest entity and BAE is a variable interest entity.

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We have incurred significant losses since inception.

While we currently generate revenue from our aerial firefighting and MRO services, we are not currently profitable, and it is difficult for us to predict our future operating results.

While we currently generate revenue from our aerial firefighting and MRO services, the company is in the early stages of establishing a track record of profitability and may not sustain positive results in future periods.

As a result, our losses may be larger than anticipated, and we may not be able to reach profitability in the foreseeable future.

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In addition, any such delays or deficiencies could result in our failure to meet the requirements for continued listing of our Common Stock on Nasdaq.

The Series 2022 Bonds were marketed on the basis of our compliance with certain green and social bond principles.

We may not continue to satisfy such principles and we may be unable to market bonds under such principles in the future.

We have publicly advertised, and the Series 2022 Bonds were marketed on the basis of, our compliance with the core components of International Capital Market Association (“ICMA”) Green Bond Principles and Social Bond Principles.

There is no assurance that the eligible projects to which we allocate proceeds from such Series 2022 Bonds will satisfy, or continue to satisfy, investor criteria and expectations regarding environmental impact and sustainability performance, and no assurance is given that the use or allocation will satisfy present or future investor expectations or requirements, voluntary taxonomies or standards regarding any investment criteria or guidelines with which investors or their investments are required to comply, whether by any present or future applicable laws or regulations, by their own governing rules or investment portfolio mandates, ratings criteria, voluntary taxonomies or standards or other independent expectations.

As a result, there may be impacts of failing to satisfy bond conditions under the Series 2022 Bonds, and we may be unable to market future bonds, which may result in increased financing costs for us.

Pursuant to the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), our independent registered public accounting firm will not be required to attest to the effectiveness of our internal control over financial reporting pursuant to Section 404 of the Sarbanes-Oxley Act for so long as we are an “emerging growth company.”

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Furthermore, if some investors find our securities less attractive as a result of the exemptions available us as an emerging growth company, there may be a less active trading market for our securities (assuming a market develops), and the trading price of our securities may be more volatile than that of an otherwise comparable company that does not avail itself of the same or similar exemptions.

We have identified material weaknesses in our internal control over financial reporting, which we are in the process of, and are focused on, remediating.

If we are unable to maintain an effective system of internal control over financial reporting, we may not be able to accurately report our financial results in a timely manner, which may adversely affect investor confidence in us and materially and adversely affect our business and operating results.

A material weakness is a deficiency or combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of our annual or interim financial statements will not be prevented or detected on a timely basis.

We have identified two material weaknesses in our internal control over financial reporting, which we are in the process of, and are focused on, remediating.

The material weaknesses are related to the accounting for complex transactions within our financial statement closing and reporting process, and maintaining and monitoring user access to certain IT systems contributing to our financial reporting.

While we remediated substantial parts of these pre-existing material weaknesses throughout the year, we concluded that we may be exposed to the risk of material misstatement in our financial reports by a deficiency in our precision of the review of the inputs provided by external technical accounting experts, as well as the assignment and monitoring of user access in some of our IT applications.

We have already begun the process of, and are focused on, increasing the effectiveness of our internal control over financial reporting and remediating the material weakness, including:

• improving the workflow for complex accounting transactions to include multiple levels of review and increase the time available to thoroughly evaluate the application of GAAP and improve the precision of review of assumptions made within third party accounting experts’ work product and

• hiring a Director of Technical Accounting and Reporting in December 2024 to augment and improve our review of third-party accounting advice.

• restricting privileged access in our general ledger and account reconciliation applications to ensure the strict enforcement of workflows following the four-eyes principle, and

• designing controls to closely monitor the way in which remaining privileged access to financially relevant IT applications is exercised by those who hold it.

While these ongoing and planned actions are subject to constant management evaluation and will require validation and testing of the design and operating effectiveness of internal controls over a sustained period of financial reporting cycles, we are committed to the improvement of our internal control over financial reporting and will continue to diligently review our internal control over financial reporting.

Although we plan to complete this remediation process as quickly as possible, we are unable, at this time, to estimate how long it will take, and our efforts may not be successful in remediating the identified material weaknesses.

In addition, even if we are successful in strengthening our controls and procedures, we can give no assurances that in the future such controls and procedures will be adequate to prevent or identify errors or irregularities or to facilitate the fair preparation and presentation of our Consolidated Financial Statements.

Any failure to design or maintain effective internal control over financial reporting or any difficulties encountered in their implementation or improvement could increase compliance costs, negatively impact share trading prices, or otherwise harm our operating results or cause us to fail to meet our reporting obligations.

Risks Related to the Ownership of Our Securities

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As of December 31, 2025, the directors and executive officers beneficially owned 18.7% of the outstanding Common Stock.

In addition, former directors and officers hold an additional 36.1% of the outstanding Common Stock.

In addition, the equityholders of Bridger that are affiliates of Blackstone Inc.

In addition, the equity holders of Bridger that are affiliates of Blackstone Inc.

collectively beneficially owned 17.3% of the outstanding Common Stock as of December 31, 2025.

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Significant items subject to such estimates and assumptions include:

(a) excess and aging aircraft support parts reserves, (b) allowance for doubtful accounts, (c) useful lives of property, plant and equipment, net, (d) allocation of the purchase price to the fair value of assets acquired and liabilities assumed, (e) impairment of long-lived assets, goodwill and other intangible assets, (f) disclosure of fair value of financial instruments, (g) variable interest entities, (h) accounting for Series A Preferred Stock, (i) revenue recognition, (j) estimates and assumptions made in determining the carrying values of goodwill, other intangible assets and contingent consideration and (k) Warrants.

Our results of operations may be adversely affected if our assumptions change or if actual circumstances differ from those in our assumptions, which could cause our results of operations to fall below the expectations of securities analysts and investors, resulting in a decline in the trading price of our Common Stock.

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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-K

Item 1A. Risk Factors