What changed in this filing

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Item 7. Management’s Discussion and Analysis

2026-03-06 compared with 2025-03-14 · 167 added, 162 removed, 317 unchanged (51% of the section changed)

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Bridger provides 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.

Our mission is to save lives, property and habitats threatened by wildfires, leveraging our high-quality team, specialized aircraft and innovative use of technology and data.

We are meeting an underserved and growing need for next-generation full-service aerial firefighting platforms.

Our mission is to deploy the most advanced technologies in aviation to protect lives, property, critical infrastructure, and the environment, delivering these capabilities where they are needed most, from wildfire response to defense and beyond.

Through innovation and the use of advanced technology and software, focusing on aerial firefighting, disaster response, government applications and public safety, Bridger aims to set the global standard in aviation services.

Our portfolio is organized across three core offerings:

Fire Suppression :

Consists of deploying specialized Viking CL-415EAF (“Super Scooper”) aircraft to drop large amounts of water quickly and directly on wildfires.

Consists of deploying CL-415EAF (“Super Scooper”) aircraft to drop large amounts of water as part of the initial and direct attack to slow, contain, and extinguish wildfires.

Aerial Surveillance :

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Maintenance, Repair and Overhaul (“MRO”) :

Consists of maintenance and repair services for return-to-service upgrades of certain Canadair CL-215T Amphibious (“Spanish Scoopers”) aircraft as well as airframe modification and integration solutions for governmental and commercial customers.

Consists of maintenance and repair services for return-to-service upgrades of certain Canadair CL-215 Amphibious (“Spanish Scoopers”) aircraft as well as airframe modification and integration solutions for governmental and commercial customers.

We manage our operations as a single segment for purposes of assessing performance, making operating decisions and allocating resources.

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Legacy Bridger was determined to be the accounting acquirer as of the Closing Date with respect to the Reverse Recapitalization, which has been accounted for as a reverse recapitalization, with no goodwill or other intangible assets recorded, in accordance with GAAP.

Upon consummation of the Reverse Recapitalization, the most significant change in Legacy Bridger’s future reported financial position and results of operations was a gross decrease in cash and cash equivalents (as compared to Legacy Bridger’s balance sheet at December 31, 2022), of approximately $17.0 million.

Total direct and incremental transaction costs of Bridger, JCIC and Legacy Bridger paid at the closing of the Reverse Recapitalization on January 24, 2023 (the “Closing”) were approximately $16.6 million and have been treated as a reduction of the cash proceeds and deducted from our additional paid-in capital.

KEY FACTORS AFFECTING OUR RESULTS OF OPERATIONS

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Seasonality Due to the North American Fire Season

Our operating results are impacted by seasonality.

Climate conditions and other factors that may influence the revenues of our services may vary each season and year.

Historically, the demand for our services has been higher in the second and third quarters of each fiscal year due to the timing and duration of the North American fire season.

Consequently, revenues, expenses and operating cash flows from our services are generated mostly in the second and third quarters of our fiscal year.

However, the seasonal fluctuations in the need to fight wildfires based upon location and the varying intensity of the fire season have and may continue to lead our operating results to fluctuate significantly from quarter to quarter and year to year.

Because wildfires occur at different times in different parts of the country, we operate on a year-round basis.

However, historically the majority of wildfires occur in the second and third quarters, so the demand for our services has generally been higher in the second and third quarters of each fiscal year due to the timing and duration of the North American wildfire season with lower demand in the winter months.

As a result, seasonality and the varying intensity of the fire season have caused, and may continue to cause, our operating results to fluctuate significantly from quarter to quarter and year to year.

Weather Conditions and Climate Trends

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Larger wildfires and longer seasons are expected to continue as droughts increase in frequency and duration, according to a 2024 article by the EPA.

Per the 2024 National Centers for Environmental Information annual report, approximately 8.8 million acres of U.S.

land burned in 2024, 25.7% above the 2001-2020 annual average and the total number of wildfires during 2024 was approximately 90.0% of the 2001-2020 annual average with approximately 61,000 wildfires reported.

Additionally, according to data from the National Interagency Coordination Center, the national wildland fire preparedness level reached Level 5 in 2024 and Level 4 in 2023.

Per the 2025 National Interagency Coordination Center (“NICC”) annual report, the total number of wildfires during 2025 was 78,000, approximately 15.0% above the number wildfires reported in 2024.

Additionally, according to data from the NICC, the national wildland fire preparedness level reached Level 4 in 2025 and Level 5 in 2024.

Limited Supply of Specialized Aircraft and Replacement and Maintenance Parts

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We believe that this expected long-term increase in demand will offset increased costs and that the operational challenges we may experience in the near term can be managed in a manner that will allow us to support increased demand, though we cannot provide any assurances.

On July 4, 2025, President Trump signed into law the One Big Beautiful Bill Act (“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.

In accordance with ASC 740, Accounting for Income Taxes, the impacts of the OBBBA are reflected in the Company’s results for the year ended December 31, 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.

KEY COMPONENTS OF OUR RESULTS OF OPERATIONS

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Interest Expense

Interest expense consists of interest costs related to our Gallatin municipal bond issuances by Legacy Bridger that closed in July and August 2022 (the “Series 2022 Bonds”), our permanent and term loan agreements and the net effect of our interest rate swap.

Interest expense also includes amortization of debt issuance costs associated with our loan agreements.

Interest expense consists of interest costs related to the prior Gallatin municipal bonds (the “Series 2022 bonds”), that were refinanced during 2025 and the new debt issued in connection with that refinancing, as well as our other various loan agreements.

Interest expense also reflects the net effect of the interest rate swap prior to its termination and also includes amortization of debt issuance costs associated with our loan agreements.

Refer to “ Liquidity and Capital Resources—Indebtedness ” included in this Annual Report on Form 10-K for a discussion of our loan commitments.

Other income consists of the net impact from the gain recognized on the sale-leaseback transaction related to the hangar and office facilities, as well as the loss on the extinguishment of debt associated with the October debt refinancing.

Other income also reflects dividend income on cash equivalents as well as interest income.

Refer to “ Note 16 – Leases ” and “Note 15 – Long-Term Debt” of the Notes to Consolidated Financial Statements included in this Annual Report on Form 10-K for further discussion of these items, as well as “ Liquidity and Capital Resources—Indebtedness ” for details on our loan commitments.

RESULTS OF OPERATIONS

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For the years ended December 31,

$s in thousands 2024 2023 Period Over Period Change ($) Period Over Period Change (%)

dollars in thousands 2025 2024 Period Over Period Change ($) Period Over Period Change (%)

Revenues $ 122,830 $ 98,613 $ 24,217 25%

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Gross income 51,683 41,138 10,545 26%

Selling, general and administrative expense 35,820 82,863 (47,043) (57%)

Operating income (loss) 5,318 (57,495) 62,813 (109)%

Selling, general and administrative expenses 36,283 35,820 463 1%

Interest expense 23,263 23,714 (451) (2%)

Other income 11,788 2,067 9,721 470%

Loss before income taxes (16,329) (77,660) 61,331 (79)%

Income (loss) before income taxes 3,925 (16,329) 20,254 (124)%

Income tax benefit 215 762 (547) (72)%

Net loss $ (15,567) $ (77,358) $ 61,791 (80%)

Net income (loss) $ 4,140 $ (15,567) $ 19,707 (127%)

Revenue increased by $24.2 million, or 25%, to $122.8 million for the year ended December 31, 2025, from $98.6 million for the year ended December 31, 2024.

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For the years ended December 31,

$s in thousands 2024 2023 Period Over Period Change ($) Period Over Period Change (%)

dollars in thousands 2025 2024 Period Over Period Change ($) Period Over Period Change (%)

Fire suppression $ 79,840 $ 66,765 $ 13,075 20%

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Fire suppression revenue increased by $13.1 million, or 20%, to $79.8 million for the year ended December 31, 2025, from $66.8 million for the year ended December 31, 2024.

The increase was partially driven by increased flight hours for our Super Scoopers in the year ended December 31, 2024 compared to the year ended December 31, 2023 resulting from a more intense U.S.

wildfire season.

The increase was also partially due to an earlier start to the 2024 wildfire season in March and April of 2024 for our Super Scoopers for the year ended December 31, 2024 compared to the year ended December 31, 2023.

In 2023, the Company actively expanded our aerial firefighting operations in Canada.

The Company had no aerial firefighting operations in Canada in 2024.

The increase in fire suppression revenue accounted for 34% of the total increase in revenues for the year ended December 31, 2024.

The increase was primarily driven by favorable rate increases for our Super Scoopers in the year ended December 31, 2025 compared to the year ended December 31, 2024.

Aerial surveillance revenue increased by $4.4 million, or 33%, to $17.4 million for the year ended December 31, 2025, from $13.1 million for the year ended December 31, 2024.

The increase was primarily driven by the higher rate of the Pilatus PC-12 (“Pilatus”) aircraft operating for the year ended December 31, 2024 compared to the Twin Commander aircraft operating for the year ended December 31, 2023.

The increase was also partially due to an earlier deployment of our surveillance aircraft in the year ended December 31, 2024 compared to the year ended December 31, 2023.

The increase in aerial surveillance revenue accounted for 10% of the total increase in revenues for the year ended December 31, 2024.

MRO revenue was $13.9 million for the year ended December 31, 2024, compared to $48,000 for the year ended December 31, 2023.

This amount is primarily due to the return-to-service work performed on the Spanish Scoopers in connection with the MAB Funding, LLC (“MAB”) services agreement and MRO work performed by Flight Test & Mechanical Solutions, Inc.

The increase was primarily driven by increased flight hours for our surveillance aircraft for the year ended December 31, 2025 compared to the year ended December 31, 2024.

MRO revenue increased by $7.6 million, or 54%, to $21.5 million for the year ended December 31, 2025, from $13.9 million for the year ended December 31, 2024.

The increase consisted of the return-to-service work performed on the Spanish Scoopers in connection with the MAB services agreement, and the revenues from maintenance and repair work performed by Flight Test & Mechanical Solutions, Inc.

(“FMS”), which was acquired in June 2024.

Refer to “Note 2 – Summary of Significant Accounting Policies” of the Notes to Consolidated Financial Statements included in this Annual Report on Form 10-K for additional details.

The increase in MRO revenue accounted for 43% of the total increase in revenues for the year ended December 31, 2024.

Other services revenue increased by $4.0 million, or 436%, to $4.9 million for the year ended December 31, 2024, from $0.9 million for the year ended December 31, 2023.

The increase was primarily due to third-party training and flight operations services utilizing our aircraft for the year ended December 31, 2024 that did not occur for the year ended December 31, 2023.

The increase in other services revenue accounted for 12% of the total increase in revenues for the year ended December 31, 2024.

Other services revenue decreased by $0.8 million, or 16%, to $4.1 million for the year ended December 31, 2025, from $4.9 million for the year ended December 31, 2024.

The decrease was primarily due to third-party training and flight operations services utilizing our aircraft for the year ended December 31, 2025 compared to the year ended December 31, 2024.

Revenues by geographic area for the years ended December 31, 2025 and 2024 were as follows:

For the years ended December 31,

$s in thousands 2024 2023 Period Over Period Change ($) Period Over Period Change (%)

dollars in thousands 2025 2024 Period Over Period Change ($) Period Over Period Change (%)

United States $ 108,843 $ 88,527 $ 20,316 23%

Spain 13,987 10,086 3,901 39%

Canada — 17,174 (17,174) (100%)

Total revenues $ 122,830 $ 98,613 $ 24,217 25%

United States revenue increased by $20.3 million, or 23%, to $108.8 million for the year ended December 31, 2025, from $88.5 million for the year ended December 31, 2024.

The increase was primarily driven by increased flight hours due to an earlier start to the 2024 wildfire season and a more intense wild fire season for the year ended December 31, 2024 compared to the year ended December 31, 2023.

Spain revenue was $10.1 million for the year ended December 31, 2024, compared to $48,000 for the year ended December 31, 2023.

This amount is due to the return-to-service work performed on the Spanish Scoopers in connection with the MAB services agreement.

The increase was primarily driven by increased utilization of our aircraft and maintenance and repair work performed by FMS.

Spain revenue increased by $3.9 million, or 39%, to $14.0 million for the year ended December 31, 2025, from $10.1 million for the year ended December 31, 2024.

The increase is due to the return-to-service work performed on the Spanish Scoopers in connection with the MAB services agreement.

Refer to “Note 2 – Summary of Significant Accounting Policies” of the Notes to Consolidated Financial Statements included in this Annual Report on Form 10-K for additional details.

Canada revenue was zero for the year ended December 31, 2024 compared to 17.2 million for the year ended December 31, 2023.

The Company had no aerial firefighting operations in Canada in 2024.

Cost of Revenues

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Flight operations costs increased by $0.9 million, or 3%, to $31.9 million for the year ended December 31, 2025, from $31.0 million for the year ended December 31, 2024.

The increase was primarily attributable to an increase in depreciation expense of $3.4 million, an increase in employee labor expenses of $1.6 million, an increase in training expenses of $0.8 million and an increase in aircraft lease expense of $0.8 million due to two Pilatus operating leases commencing in July 2023 and a Twin Otter operating lease commencing in April 2023, in each case for the year ended December 31, 2024 compared to the year ended December 31, 2023.

The increase reflects higher activity levels and associated personnel, travel, and equipment costs necessary to support operational growth of $3.0 million.

The increase was partially offset by a decrease in depreciation expense of $2.1 million for the year ended December 31, 2025 compared to the year ended December 31, 2024.

Maintenance costs increased by $12.8 million, or 48%, to $39.2 million for the year ended December 31, 2025, from $26.5 million for the year ended December 31, 2024.

The increase was primarily driven by an increase in aircraft maintenance and modification expense of $5.2 million, an increase in employee labor expenses of approximately $2.9 million and increase in depreciation expense of $1.4 million, in each case for the year ended December 31, 2024 compared to the year ended December 31, 2023.

The increase was primarily due to the return-to-service work performed on the Spanish Scoopers in connection with the MAB services agreement and maintenance and repair work performed by FMS, and reflects higher aircraft servicing requirements, workforce costs, and facility expenses contributing to the overall increase of $15.7 million.

The increase was partially offset by a decrease in certain maintenance support fees, that did not recur as the program was not renewed, of $2.9 million for the year ended December 31, 2025 compared to the year ended December 31, 2024.

Selling, General and Administrative Expense

Selling, general and administrative expense decreased by $47.0 million, or 57%, to $35.8 million for the year ended December 31, 2024, from $82.9 million for the year ended December 31, 2023.

The decrease was primarily attributable to the decrease in stock-based compensation of $32.1 million primarily associated with the immediate vesting of RSUs issued to executives and senior management of Bridger in connection with the Reverse Recapitalization in January 2023.

The remaining decrease was partially attributable to a decrease of $5.7 million in business development, insurance, professional services and other expenses associated with becoming a public company in 2023, a decrease in the market value of the Warrants of $4.3 million, impairment charges of $2.4 million associated with three of our Twin Commander aircraft and our two Aurora eVTOL Skiron drone aircraft due to our plan to phase out our use of these specific platforms in our aerial surveillance operations for the year ended 2023, a decrease in employee labor expenses of approximately $0.9 million, and an increase in capitalized software development costs of $0.8 million for the year ended December 31, 2024 compared to the year ended December 31, 2023.

Selling, general and administrative expense increased by $0.5 million, or 1%, to $36.3 million for the year ended December 31, 2025, from $35.8 million for the year ended December 31, 2024.

The increase was primarily attributable to a change in the fair value of the Warrants, which resulted in a $4.3 million loss in 2025 compared to a $4.5 million gain in 2024, an $8.8 million unfavorable year over year variance and an increase of non-recurring organizational development costs of $0.4 million.

The increase was partially offset by a decrease in stock-based compensation of $8.7 million associated with the RSUs issued to senior management and employees of Bridger for the year ended December 31, 2025 compared to the year ended December 31, 2024.

Interest Expense

Interest expense increased by $0.5 million, or 2%, to $23.7 million for the year ended December 31, 2024, from $23.2 million for the year ended December 31, 2023.

The increase was primarily driven by a lower capitalized interest associated with the financing of the construction of fixed assets for the year ended December 31, 2024 compared to the year ended December 31, 2023.

Other income decreased by $1.0 million, or 32%, to $2.1 million for the year ended December 31, 2024, from $3.1 million for the year ended December 31, 2023.

The decrease was primarily attributable to non-recurring interest income earned in 2023, prior to the sale of certain investments by December 31, 2023.

Interest expense decreased by $0.5 million, or 2%, to $23.3 million for the year ended December 31, 2025, from $23.7 million for the year ended December 31, 2024.

The decrease was driven by favorable changes in financing terms related to the October 2025 debt refinancing.

Other income increased by $9.7 million, or 470%, to $11.8 million for the year ended December 31, 2025, from $2.1 million for the year ended December 31, 2024.

The increase was primarily attributable to a gain of $16.9 million related to the sale-leaseback transaction involving the hangar and office facilities described in “Note 16 – Leases” of the Notes to Consolidated Financial Statements included in this Annual Report on Form 10-K.

This increase was partially offset by a loss of $7.2 million on the extinguishment of debt related to the October 2025 debt refinancing, in each case for the year December 31, 2025 compared to the year ended December 31, 2024.

Refer to “Note 15 – Long-Term Debt” of the Notes to Consolidated Financial Statements included in this Annual Report on Form 10-K for additional details.

Income Tax Benefit

Income tax benefit increased by $0.5 million, or 152%, to $0.8 million for the year ended December 31, 2024, from $0.3 million for the year ended December 31, 2023.

The increase was attributable to a discrete benefit generated from the FMS acquisition during 2024.

Income tax benefit of $0.2 million for the year ended December 31, 2025, was primarily a function of the provision to return adjustments for the 2024 tax year offset by state taxes.

NON-GAAP FINANCIAL MEASURES

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We also believe these measures help investors compare our operating performance with its results in prior periods in a way that is consistent with how management evaluates such performance.

Each of the profitability measures described below is not recognized under GAAP and do not purport to be an alternative to net income or loss determined in accordance with GAAP as a measure of our performance.

Each of the profitability measures described below is not recognized under GAAP and does not purport to be an alternative to net income or loss determined in accordance with GAAP as a measure of our performance.

Such measures have limitations as analytical tools, and should not be considered in isolation or as substitutes for our results as reported under GAAP.

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EBITDA and Adjusted EBITDA

EBITDA is a non-GAAP profitability measure that represents net income or loss for the period before the impact of interest expense, income tax expense (benefit) and depreciation and amortization of property, plant and equipment and intangible assets.

EBITDA is a non-GAAP profitability measure that represents net income or loss for the period before the impact of interest expense, income tax benefit and depreciation and amortization of property, plant and equipment and intangible assets.

EBITDA eliminates potential differences in performance caused by variations in capital structures (affecting financing expenses), the cost and age of tangible assets (affecting relative depreciation expense) and the extent to which intangible assets are identifiable (affecting relative amortization expense).

Adjusted EBITDA is a non-GAAP profitability measure that represents EBITDA before certain items that are considered to hinder comparison of the performance of our businesses on a period-over-period basis or with other businesses.

During the periods presented, we exclude from Adjusted EBITDA certain costs that are required to be expensed in accordance with GAAP, including stock-based compensation, business development and integration expenses, offering costs, gains and losses on disposal of fixed assets, non-cash adjustments to the fair value of earnout consideration and non-cash adjustments to the fair value of Warrants issued in connection with the Reverse Recapitalization.

During the periods presented, we exclude from Adjusted EBITDA certain costs that are required to be expensed in accordance with GAAP, including non-cash stock-based compensation, business development and integration expenses, offering costs, non-cash adjustments to the fair value of earnout consideration and non-cash adjustments to the fair value of Warrants issued in connection with the Reverse Recapitalization.

Our management believes that the inclusion of supplementary adjustments to EBITDA applied in presenting Adjusted EBITDA are appropriate to provide additional information to investors about certain material non-cash items and about unusual items that we do not expect to continue at the same level in the future.

The reconciliation of Net loss, the most directly comparable GAAP measure, to EBITDA and Adjusted EBITDA for the years ended December 31, 2024 and 2023 is as follows:

The reconciliation of Net income (loss), the most directly comparable GAAP measure, to EBITDA and Adjusted EBITDA for the years ended December 31, 2025 and 2024 is as follows:

For the years ended December 31,

($s in thousands) 2024 2023 Period Over Period Change ($) Period Over Period Change (%)

Net loss $ (15,567) $ (77,358) $ 61,791 (80%)

dollars in thousands 2025 2024 Period Over Period Change ($) Period Over Period Change (%)

Net income (loss) $ 4,140 $ (15,567) $ 19,707 (127%)

Income tax benefit

(215) (762) 547 (72%)

Depreciation and amortization 15,471 17,451 (1,980) (11%)

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440 123 317 258%

Loss on disposals and non-cash impairment charges 6

Non-cash impairment charges 6

178 — 178 100%

Adjusted EBITDA $ 37,336 $ 18,672 $ 18,664 100%

Net loss margin 7

Gain on non-recurring transactions 7

(9,738) — (9,738) 100%

Non-recurring organizational development costs 8

392 — 392 100%

Adjusted EBITDA $ 45,278 $ 37,336 $ 7,942 21%

Net income (loss) margin 9

Adjusted EBITDA margin 9

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5 Represents one-time costs for professional service fees related to the preparation for potential offerings that have been expensed during the period.

6 Represents loss on the disposal of an aging aircraft and non-cash impairment charges on aircraft with projected cash flow losses.

7 Net loss margin represents Net loss divided by Total revenue and Adjusted EBITDA margin represents Adjusted EBITDA divided by Total revenue.

6 Represents non-cash impairment charges on aircraft.

7 Represents the net effect from the October 2025 debt refinancing and sale-leaseback transactions completed during the period.

8 Represents expenses associated with the build out of the executive leadership team.

9 Net income (loss) margin represents Net income (loss) divided by Total revenue and Adjusted EBITDA margin represents Adjusted EBITDA divided by Total revenue.

LIQUIDITY AND CAPITAL RESOURCES

For the year ended December 31, 2024, the Company had an operating income of $5.3 million, net loss of $15.6 million and cash flow provided by operating activities of $9.4 million.

In addition, as of December 31, 2024, the Company had unrestricted cash and investments of $39.3 million.

In the prior reporting period, the Company identified certain conditions that raised substantial doubt about its ability to continue as a going concern.

These conditions included noncompliance with certain financial covenants, including maintaining minimum liquidity requirements and uncertainty regarding the Company’s ability to diligently prosecute a cost reduction plan.

However, in the subsequent period, the Company is in compliance with all financial covenants and successfully improved cash flow.

As a result, management has concluded that substantial doubt no longer exists.

As of March 10, 2025, $5,869,526 is available for potential future sales under the 2024 ATM Agreement, which may be utilized for future financings under our effective shelf registration statement.

The amount registered for potential future sales under the 2024 ATM Agreement was reduced to $5,869,526 on April 15, 2024 in accordance with General Instruction I.B.6 of Form S-3 in connection with the Company’s Registered Direct Offering of 2,183,366 shares of Common Stock described in “ Note 19 – Stockholders' Deficit ” of the Notes to Consolidated Financial Statements included in this Annual Report on Form 10-K.

For the year ended December 31, 2025, the Company had net income of $4.1 million and cash flow provided by operating activities of $16.7 million.

In addition, as of December 31, 2025, the Company had unrestricted cash of $31.4 million.

On March 18, 2025, the Company entered into a sales agreement (“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 by any method permitted by law and deemed to be an “at the market offering” as defined in Rule 415 promulgated under the Securities Act, including sales made directly on or through the Nasdaq Global Market, or any other existing trading market for such shares or in negotiated transactions at market prices prevailing at the time of sale or at prices related to such prevailing market prices by any method permitted by law and deemed to be an “at the market offering” as defined in Rule 415 promulgated under the Securities Act, including sales made directly on or through the Nasdaq Global Market, or any other existing trading market for such shares or in negotiated transactions at market prices prevailing at the time of sale or at prices related to such prevailing market prices.

As of March 3, 2026, $100.0 million remains available for potential future sales under the 2025 ATM Agreement, which may be utilized for future financings under our effective shelf registration statement.

Refer to “Note 19 – Stockholders' Deficit” of the Notes to Consolidated Financial Statements included in this Annual Report on Form 10-K.

Cash and Marketable Securities

As of December 31, 2024, our principal sources of liquidity were cash and cash equivalents of $39.3 million which were held for working capital purposes and restricted cash of $13.7 million.

Restricted cash consists primarily of cash reserved for debt servicing on the Series 2022 Bonds.

As of December 31, 2025, our principal sources of liquidity were cash and cash equivalents of $31.4 million which were held for working capital purposes.

From time to time, the Company invests its excess cash in highly rated available-for-sale securities, with the primary objective of minimizing the potential risk of principal loss.

As of December 31, 2024, the Company had zero investments in debt securities classified as available-for-sale.

We may receive up to $306.5 million from the exercise of the 9,400,000 private placement warrants and 17,249,874 public warrants of the Company outstanding (collectively, the “Warrants”), assuming the exercise in full of all the Warrants for cash, but not from the sale of the shares of Common Stock issuable upon such exercise.

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Our ability to generate proceeds from equity financings will significantly depend on the market price of our Common Stock.

We believe our cash on hand, and cash expected to be generated from operating activities will be sufficient to fund our operations for the next twelve months.

We believe our cash on hand, cash expected to be generated from operating activities and available borrowing capacity under the Credit Agreement will be sufficient to fund our operations for the next twelve months.

As described in “Item 1A.

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In such a situation, we could need to seek liquidity from sources other than our operations.

Series 2022 Bonds

On July 21, 2022, we closed our Series 2022 Bond Offering in a taxable industrial development revenue bond transaction with Gallatin County, Montana for $160.0 million (the “Series 2022 Bond Offering”).

Pursuant to the Series 2022 Bond Offering, Gallatin County issued $135.0 million of bonds on July 21, 2022 and an additional $25.0 million of bonds on August 10, 2022.

The proceeds from the offering, together with cash on hand, were used to redeem the capital contributions plus accrued interest for all of the remaining Legacy Bridger Series A-1 preferred shares and Legacy Bridger Series A-2 preferred shares totaling $134.0 million, the principal plus accrued interest for the Series 2021 Gallatin County municipal bond, totaling $7.7 million, to finance the construction and equipping of the Company’s third aircraft hangar in Belgrade, Montana and to fund the purchase of additional Super Scooper aircraft.

The Series 2022 Bonds mature on September 1, 2027, with an annual interest rate of 11.5%.

Interest is payable semiannually on March 1 and September 1 of each year until maturity and commenced on September 1, 2022.

Debt issuance costs for the Series 2022 Bonds was $4.2 million.

Optional Redemption —We may redeem the Series 2022 Bonds (i) during the period beginning on September 1, 2025 through August 31, 2026, at a redemption price equal to 103% of the principal amount plus accrued interest;

(ii) during the period beginning on September 1, 2026 through August 31, 2027, at a redemption price equal to 102% of the principal amount plus accrued interest;

and (iii) on or after September 1, 2027, at a redemption price equal to 100% of the principal amount plus accrued interest.

At our direction, the Series 2022 Bonds may be redeemed by Gallatin County at any time, at a redemption price equal to 100% of the principal amount plus accrued interest upon the occurrence of certain events set forth in that certain Amended and Restated Trust Indenture, dated as of June 1, 2022 (the “Indenture”), between Gallatin County and U.S.

Bank Trust Company, National Association, Salt Lake City, Utah.

Mandatory and Extraordinary Redemptions —Subject to the terms of the Indenture, the Series 2022 Bonds must be redeemed, including, among other things, (i) from all the proceeds of the sale of any Super Scooper, (ii) in an amount equal to (a) 50% of our operating revenues less the portion used to pay or establish reserves for all our expenses, debt payments, capital improvements, replacements, and contingencies (“Excess Cash Flow”) or (b) 100% of Excess Cash Flow, in each case, in the event we fall below certain debt service coverage ratio (“DSCR”) requirements set forth in the Indenture, and (iii) upon a change of control (each a “Mandatory Redemption”).

For each Mandatory Redemption, the Series 2022 Bonds will be redeemed in whole or in part, at a redemption price equal to 100% of the principal amount of each Series 2022 Bond redeemed plus any premium that would be applicable to an optional redemption of the Series 2022 Bonds on such date (and if such redemption occurs prior to September 1, 2025, the applicable premium shall be three percent (3%)) and accrued interest.

Furthermore, subject to the terms of the Indenture, at our direction, the Series 2022 Bonds may be redeemed by Gallatin County at any time, at a redemption price equal to 100% of the principal amount plus accrued interest upon the occurrence of certain events, including, among other things, casualty, condemnation, or other unexpected events set forth in the Indenture.

Financial Covenants — In connection with the Series 2022 Bonds, we are a party to certain loan agreements that contain customary representation and warranties, negative covenants, including, limitations on indebtedness, reduction of liquidity below certain levels, and asset sales, merger and other transactions, and remedies on and events of default.

Under the terms of such loan agreements, we are subject to 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 ended December 31, 2023, a minimum 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 ended September 30, 2022, a minimum liquidity of not less than $8 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 Charter) result in an increase in the dividend rate of the Series A Preferred Stock by 2.00% per annum from the dividend rate otherwise in effect at such time.

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.

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.

Live Oak Bank Loans

Our loans with Live Oak Bank 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 1.25x at the aircraft or entity level and for the Company’s debt to worth ratio to not exceed 5.00x at the aircraft or entity level.

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

Citywide Banks Loans

Through certain of our subsidiaries, we entered into two credit facilities with Citywide Banks (formerly known as Rocky Mountain Bank) to finance in part (i) the construction of airplane hangars on September 30, 2019 and (ii) the purchase of four Quest Kodiak aircraft on February 3, 2020.

In connection with such credit facilities, we also entered into various term loan and other long-term debt agreements which contain certain financial covenants, including, that we maintain (i) a DSCR that exceeds 1.25x (generally calculated as the ratio of the net operating income over the debt service payments made or as the ratio of adjusted EBITDA over the aggregate amount of interest and principal payments, in each case, as determined in the applicable agreement) and (ii) certain senior leverage ratios that do not exceed 6.00x through the third quarter of 2025 or 5.00x thereafter (generally calculated as the ratio of the senior funded debt over EBITDA, as determined in the applicable agreement).

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

October 2025 Refinancing

In October 2025, the Company completed a comprehensive refinancing designed to strengthen its liquidity profile and extend its debt maturity schedule.

On October 28, 2025, the Company replaced its then‑outstanding $160.0 million Series 2022 Bonds with a new Credit Agreement providing for (i) $210.0 million in Initial Term Loans, (ii) a $21.5 million Revolving Credit Facility (“Revolver”), and (iii) a $100.0 million Delayed Draw Term Loan (“DDTL”).

The transaction increased total borrowing capacity and reduced near‑term refinancing risk.

The Company incurred approximately $9.1 million in debt issuance costs and lender fees in connection with the new facilities.

Proceeds from the refinancing, together with $9.3 million of restricted cash previously held for debt service, were used to (i) repay the Series 2022 Bonds, including the 3% prepayment penalty, (ii) retire the UMB Bank loan of $9.3 million, and (iii) settle two credit facilities with Live Oak Bank totaling approximately $33.7 million.

The refinancing resulted in a loss on extinguishment of debt of $7.8 million, which includes a write off of $3.0 million in unamortized issuance costs.

Refer to “Note 15 – Long-Term Debt” of the Notes to Consolidated Financial Statements included in this Annual Report on Form 10-K for additional details.

The refinancing improved the Company’s liquidity position by consolidating multiple obligations into a single credit structure with extended maturities and more flexible covenant terms.

Management believes the transaction provides sufficient liquidity to fund near‑term operating needs and supports the Company’s long‑term growth plan.

As of December 31, 2025, the Company had drawn $210.0 million on the Initial Term Loans and $10.3 million under the DDTL, with remaining availability of $89.7 million on the DDTL and $21.5 million on the undrawn Revolver.

Credit Agreement Overview

The Credit Agreement is secured by first-priority liens on substantially all tangible and intangible assets of the Company and its material subsidiaries, including aircraft, real property, and intellectual property.

The agreement includes customary mandatory prepayment provisions, including annual prepayments based on a percentage of Excess Cash Flow, beginning with the fiscal year ending December 31, 2026, and from certain asset sale proceeds, subject to reinvestment rights.

The agreement also provides for prepayment premiums of 3.0%, 2.0%, and 1.0% if loans are repaid within one, two, or three years, respectively, after the closing date, with no premium thereafter.

Events of default include nonpayment, covenant breaches, insolvency, and cross-defaults, which may result in acceleration of outstanding obligations.

The Credit Agreement contains customary restrictive covenants limiting additional indebtedness, liens, asset sales, dividends, and investments.

The Credit Agreement also includes financial covenants requiring the Company to maintain:

• A Total Leverage Ratio not to exceed 7.00x through December 31, 2026, decreasing to 6.00x for the periods ending March 31, 2027 through December 31, 2027, and 5.50x thereafter;

• Minimum Operating Cash Flow (as defined in the agreement) of at least $30.0 million.

The Company was in compliance with all covenants under the Credit Agreement as of December 31, 2025.

The Credit Agreement consists of the following three instruments:

Initial Term Loans

The Initial Term Loans totaled $210.0 million at issuance and mature on October 28, 2030.

Borrowings bear interest, at the Company’s election, at either (i) the Term SOFR rate plus 6.00%, or (ii) the Alternate Base Rate (“ABR”) plus 5.00%, where the ABR is defined as the highest of the federal funds effective rate plus 0.50%, the adjusted Term SOFR rate plus 1.00%, the prime rate, or 2.00%.

The Company elected the Term SOFR plus 6.00% option at inception.

Principal amortizes quarterly at 0.25% of the original principal balance, with the remaining outstanding balance due at maturity.

Interest is payable at the end of the interest period.

Revolving Credit Facility

The $21.5 million Revolver allows for borrowings, repayments, and re-borrowings through its maturity on October 28, 2030.

Revolving loans bear interest at the same rate options as the Initial Term Loans.

The Company had no outstanding borrowings under the Revolver as of December 31, 2025.

Delayed Draw Term Loan (“DDTL”)

The DDTL provides up to $100.0 million in additional term loan commitments, available through October 28, 2027.

Draws are permitted in up to ten tranches of at least $2.5 million each, subject to customary conditions precedent.

Amounts drawn under the DDTL mature on October 28, 2030.

Borrowings under the DDTL bear interest at the same rate options applicable to the Initial Term Loans.

As of December 31, 2025, the Company had drawn $10.3 million, with $89.7 million remaining available under the facility.

Other Indebtedness

UMB Bank (“UMB”) Loan – On February 3, 2020, the Company entered into a credit facility with UMB (formerly known as Rocky Mountain Bank) to finance the purchase of four aircraft, issuing a $5.6 million promissory note with a ten-year amortization and interest equal to one-month SOFR plus 2.61448%.

Debt issuance costs totaled $0.1 million.

The facility includes financial covenants requiring a Debt Service Coverage Ratio (“DSCR”) greater than 1.25x and a Senior Leverage Ratio not exceeding 5.50x after the third quarter of 2025.

The Company was in compliance with all such 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.

Other Loans – The Company also maintains several smaller term loans with immaterial aggregate principal balances.

These loans bear fixed interest rates of 3.89% to 5.50% and mature at various dates through November 17, 2027.

Mezzanine and Permanent Equity

Preferred Shares

On April 25, 2022, we authorized and issued 315,789.473684 Legacy Bridger Series C Preferred Shares for aggregate proceeds of $288.5 million, net of issuance costs of $11.5 million.

Legacy Bridger Series C Preferred Shares rank senior to our Common Stock and ranked subordinate to Legacy Bridger Series A Preferred Shares with respect to the distribution of assets upon liquidation or certain triggering events.

Upon the Closing, Legacy Bridger Series C Preferred Shares were exchanged for shares of Series A Preferred Stock on a one-to-one basis as a portion of the merger consideration issued in connection with the Reverse Recapitalization.

The Series A Preferred Stock is classified as mezzanine equity as it remains probable that they may become redeemable upon the mandatory redemption date of April 25, 2032.

Series A Preferred Stock does not participate in earnings and is non-voting.

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.

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.

Shares of Series A Preferred Stock may be redeemed by the holder upon the consummation of a fundamental change, such as the sale of the Company or a similar liquidity event.

Given there is a conversion feature, which 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.

For additional information regarding the terms and conditions of the Series A Preferred Stock, see “Note 18 – Mezzanine Equity” for additional details.

Prior to the Closing, Legacy Bridger Series C Preferred Shares accrued interest daily at 7% per annum for the first year, 9% per annum for the second year and 11% per annum thereafter.

Following the Closing, the Series A Preferred Stock will continue to accrue interest daily at 7% per annum for the first six years, 9% per annum for the seventh year and 11% per annum thereafter.

Accrued interest for Series A Preferred Stock was $25.3 million as of December 31, 2024.

As of December 31, 2024, it was probable that the Series A Preferred Stock may become redeemable at the holder’s option on or after March 29, 2027.

We have elected to recognize changes in redemption value immediately, adjusting the preferred shares to the maximum redemption value at each reporting date.

As of December 31, 2024, Series A Preferred Stock had a carrying value and redemption value of $380.2 million.

As of December 31, 2025, it was probable that the Series A Preferred Stock may become redeemable on April 25, 2032.

As of December 31, 2025, the Series A Preferred Stock had a carrying value and redemption value of $407.3 million.

Historical Cash Flows

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For the years ended December 31,

$s in thousands 2024 2023

Net cash provided by (used in) operating activities $ 9,355 $ (26,808)

Net cash provided by investing activities 2,056 27,158

Net cash provided by (used in) financing activities 4,673 (5,831)

dollars in thousands 2025 2024

Net cash provided by operating activities $ 16,732 $ 9,355

Net cash (used in) provided by investing activities (34,443) 2,056

Net cash (used in) provided by financing activities (4,320) 4,673

Effects of exchange rate changes 329 62

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Operating Activities

Net cash provided by operating activities was $9.4 million for the year ended December 31, 2024, compared to Net cash used in operating activities of $26.8 million for the year ended December 31, 2023.

Net cash provided by operating activities reflects Net loss of $15.6 million for the year ended December 31, 2024 compared to Net loss of $77.4 million for the year ended December 31, 2023.

Net cash provided by operating activities was $16.7 million for the year ended December 31, 2025, compared to Net cash provided by operating activities of $9.4 million for the year ended December 31, 2024.

Net cash provided by operating activities reflects Net income of $4.1 million for the year ended December 31, 2025 compared to Net loss of $15.6 million for the year ended December 31, 2024.

Net cash provided by operating activities for the year ended December 31, 2025 reflects add-backs to Net income for non-cash charges totaling $15.6 million, primarily attributable to depreciation and amortization of $15.5 million, a loss on debt extinguishment of $7.8 million, and stock-based compensation expense of $7.1 million, and partially offset by the gain on sale of fixed assets, primarily driven by the sale-leaseback, of $16.9 million.

Net cash provided by operating activities for the year ended December 31, 2024 reflects add-backs to Net loss for non-cash charges totaling $28.0 million, primarily attributable to depreciation and amortization of $17.5 million, stock-based compensation expense of $16.2 million, and partially offset by the change in fair value of the Warrants of $4.5 million.

Net cash used in operating activities for the year ended December 31, 2023 reflects add-backs to Net loss for non-cash charges totaling $62.2 million, primarily attributable to stock-based compensation expense of $47.8 million and depreciation and amortization of $11.1 million.

Investing Activities

Net cash provided by investing activities was $2.1 million for the year ended December 31, 2024, compared to Net cash provided by investing activities of $27.2 million for the year ended December 31, 2023.

Net cash provided by investing activities for the year ended December 31, 2024 reflects purchases of property, plant and equipment of $4.1 million, which is primarily comprised of purchases, aircraft improvements and expenditures for capitalized software of $1.2 million, partially offset by the collection of cash from note receivable of $3.0 million, cash acquired through the FMS Acquisition of $2.6 million and proceeds from maturities of marketable securities of $1.1 million.

Net cash provided by investing activities for the year ended December 31, 2023 primarily reflects proceeds from sales and maturities of marketable securities of $55.4 million, partially offset by purchases of property, plant and equipment of $20.7 million.

Net cash used in investing activities was $34.4 million for the year ended December 31, 2025, compared to Net cash provided by investing activities of $2.1 million for the year ended December 31, 2024.

Net cash used in investing activities for the year ended December 31, 2025 reflects purchases of property, plant and equipment of $80.9 million, which is primarily comprised of aircraft purchases and aircraft improvements and partially offset by proceeds from the sale-leaseback transaction of $46.8 million.

Net cash provided by investing activities for the year ended December 31, 2024 reflects the collection of cash from note receivable of $3.0 million, cash acquired through the FMS Acquisition of $2.6 million, and proceeds from sales and maturities of marketable securities of $1.1 million, partially offset by purchases of property, plant and equipment of $4.1 million, which is primarily comprised of purchases, aircraft improvements and expenditures for capitalized software of $1.2 million.

Financing Activities

Net cash provided by financing activities was $4.7 million for the year ended December 31, 2024, compared to Net cash used in financing activities of $5.8 million for the year ended December 31, 2023.

Net cash provided by financing activities for the year ended December 31, 2024 primarily reflects gross proceeds from issuance of Common Stock in offerings of $9.3 million, partially offset by repayments on debt of $3.0 million and payment of issuance costs for Common Stock in offerings of $1.0 million.

Net cash used in financing activities for the year ended December 31, 2023 primarily reflects costs incurred related to the Closing of $6.8 million and repayments of debt of $2.2 million partially offset by proceeds from the Closing of $3.2 million.

Net cash used in financing activities was $4.3 million for the year ended December 31, 2025, compared to Net cash provided by financing activities of $4.7 million for the year ended December 31, 2024.

Net cash used in financing activities for the year ended December 31, 2025 primarily reflects repayments related to the October 2025 refinancing of $210.9 million and payments of issuance costs related to the October 2025 refinancing of $13.9 million, partially offset by net proceeds from issuance of term loans of $220.3 million.

Net cash provided by financing activities for the year ended December 31, 2024 primarily reflects repayments on debt of $3.0 million and payment of issuance costs for Common Stock in offerings of $1.0 million.

Contractual Obligations

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Payments Due by Period

$s in thousands Total Current Noncurrent

dollars in thousands

Total Current Noncurrent

Lease obligations

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If the aircraft are not sold to a third party and MAB’s subsidiary has not otherwise entered into an operating lease with a third party for the aircraft, then the Company must pay MAB’s subsidiary $15.0 million.

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.

Accordingly, no liability has been recorded in the consolidated financial statements as of December 31, 2025.

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

Off-Balance Sheet Arrangements

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

Under the terms of the agreements, we agreed to sell its entire outstanding equity interest in BAE to MAB and purchase $4.0 million of non-voting Class B units of MAB.

Under the terms of the agreements, we agreed to sell our entire outstanding equity interest in BAE to MAB and purchase $4.0 million of non-voting Class B units of MAB.

We also entered into a services agreement with MAB whereby we will manage the return-to-service upgrades of the Spanish Scoopers through the Company’s wholly-owned Spanish subsidiary, Albacete Aero, S.L., while they are owned and funded by MAB.

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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Accordingly, these are the policies we believe are the most critical to aid in fully understanding and evaluating our consolidated financial condition and results of operations.

Investments in Marketable Securities

Investments in debt securities are classified as available-for-sale and are carried at fair value, with unrealized gains and losses reported as accumulated other comprehensive income.

Gains and losses are recognized when realized.

Unrealized losses are evaluated for impairment to determine if the impairment is credit related.

An other-than-temporary credit impairment would be recognized as an adjustment to income.

Gains and losses are determined using the first-in first-out method.

Investments in marketable securities are classified as current assets with short-term maturities of less than one year.

Revenue Recognition

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For Aerial firefighting contracts, the Company primarily performs the following activities as part of a stand-ready obligation:

(i) providing our aircraft, pilot, and field maintenance personnel necessary to operate the aircraft (ii) performing the services required on the contract, whether it be fire suppression or aerial surveillance services.

(i) providing our aircraft, pilot, and field maintenance personnel necessary to operate the aircraft and (ii) performing the services required on the contract, whether it be fire suppression or aerial surveillance services.

The integrated firefighting services that we perform under each contract represent a single performance obligation satisfied over time, as a series of distinct time increments.

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The Omnibus Plan was developed to motivate and reward employees and other individuals to perform at the highest level and contribute significantly to the success of the Company, thereby furthering the best interests of the Company and its shareholders.

The Omnibus Plan provides, among other things, the ability for the Company to grant options, stock appreciation rights, restricted stock, restricted stock units (“RSUs”), performance awards and other stock-based and cash-based awards to employees, consultants and non-employee directors.

The Omnibus Plan provides, among other things, the ability for the Company to grant options, stock appreciation rights, restricted stock, RSUs, performance awards and other stock-based and cash-based awards to employees, consultants and non-employee directors.

The Omnibus Plan expires on January 23, 2033.

As of December 31, 2024, the Omnibus Plan authorized an aggregate of 15,994,676 shares of Common Stock for issuance.

As of December 31, 2024, 8,422,192 shares of Common Stock remain available under the Omnibus Plan.

As of December 31, 2025, the Omnibus Plan authorized an aggregate of 17,078,863 shares of Common Stock for issuance, of which 15,099,137 shares are currently registered for issuance.

As of December 31, 2025, 7,517,915 shares of Common Stock remain available under the Omnibus plan, of which, 5,538,189 shares of Common Stock are currently registered for issuance.

As of December 31, 2025, the Company has granted participants RSUs and bonuses paid in Common Stock under the Omnibus Plan.

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Goodwill represents the excess of purchase price over fair value of the net assets acquired in an acquisition.

Beginning in 2023, the Company assesses goodwill for impairment as of October 1 annually or more frequently upon an indicator of impairment.

The change to an October 1 annual goodwill impairment assessment date was made to ensure the completion of the Company’s assessment prior to the end of its annual reporting period, thereby aligning impairment testing procedures with its year-end financial reporting.

The Company assesses goodwill for impairment as of October 1 annually or more frequently upon an indicator of impairment.

When we elect to perform a qualitative assessment and conclude it is more likely that the fair value of the reporting unit is greater than its carrying value, no further assessment of that reporting unit’s goodwill is necessary.

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Property, plant and equipment are reviewed for impairment as discussed above under “ Long-Lived Assets ”.

Cost Method Investments

We hold equity securities without a readily determinable fair value, which are only adjusted for observable price changes in orderly transactions for the same or similar equity securities or any impairment, totaling $5.0 million as of December 31, 2024 and 2023.

Variable Interest Entities

In accordance with ASC 810-10-15, Consolidation , guidance with respect to accounting for VIEs, these entities do not have sufficient equity at risk to finance their activities without additional subordinated financial support from other parties or whose equity investors lack any of the characteristics of a controlling financial interest.

The Company follows ASC 810-10-15, Consolidation , guidance with respect to accounting for variable interest entities (“VIE”).

These entities do not have sufficient equity at risk to finance their activities without additional subordinated financial support from other parties or whose equity investors lack any of the characteristics of a controlling financial interest.

A variable interest is an investment or other interest that will absorb portions of a VIE’s expected losses or receive portions of its expected returns and are contractual, ownership, or pecuniary in nature and that change with changes in the fair value of the entity’s net assets.

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Fair Value of Financial Instruments

In accordance with ASC 820, Fair Value Measurement , fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date.

We follow guidance in ASC 820, Fair Value Measurement , where fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date.

Fair value measurements are determined within a framework that establishes a three-tier hierarchy which maximizes the use of observable market data and minimizes the use of unobservable inputs to establish a classification of fair value measurements for disclosure purposes.

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Refer to “ Note 12 – Accrued Expenses and Other Liabilities ” of the Notes to Consolidated Financial Statements included in this Annual Report on Form 10-K for additional information.

Sale-Leaseback Transaction

The determination of the fair value of the property related to the sale-leaseback transaction requires subjectivity and estimates, including the use of multiple valuation techniques and uncertain inputs, such as market price per square foot and assumed capitalization rates or the replacement cost of the assets, where applicable.

Where real estate valuation expertise is required, we obtain independent third-party appraisals to determine the fair value of the underlying asset.

While determining fair value requires a variety of input assumptions and judgment, we believe our estimates of fair value are reasonable.

We are subject to income taxes in the United States and other jurisdictions in which we conduct business.

Our income tax provision consists of an estimate of federal, state and foreign income taxes based on enacted federal, state and foreign tax law, including allowable credits, deductions, changes in the valuation of our deferred tax assets and liabilities, and changes in tax laws.

Significant judgment is required in evaluating our tax positions and in determining income tax benefit (expense), deferred tax assets and liabilities, and any valuation allowance recorded against our deferred tax assets.

We evaluate the recoverability of deferred tax assets based on available evidence.

This process involves significant management judgment about assumptions that are subject to change from period to period based on changes in tax laws or variances between future projected operating performance and actual results.

Under GAAP, we establish a valuation allowance for deferred tax assets if we determine, based on available evidence at the time the determination is made, that it is more likely than not (defined as a likelihood of more than 50%) that all or a portion of the deferred tax assets will not be realized.

In making this determination, we evaluate all positive and negative evidence as of the end of each reporting period.

Future adjustments (either increases or decreases) to the deferred tax asset valuation allowance are determined based upon changes in the expected realization of the net deferred tax assets.

The realization of the deferred tax assets ultimately depends on the existence of sufficient taxable income or tax liability in either the carry-back or carry-forward periods under the tax law.

Due to significant estimates used to establish the valuation allowance and the potential for changes in facts and circumstances, it is reasonably possible that we will be required to record additional adjustments to the valuation allowance in future reporting periods that could have a material effect on our results of operations.

RECENT ACCOUNTING PRONOUNCEMENTS

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We will remain a smaller reporting company until the last day of the fiscal year in which (i) the market value of our common stock held by non-affiliates is greater than or equal to $250 million as of the end of that fiscal year’s second fiscal quarter, and (ii) our annual revenues are greater than or equal to $100 million during the last completed fiscal year or the market value of our common stock held by non-affiliates exceeds $700 million as of the end of that fiscal year’s second fiscal quarter.

INTERNAL CONTROL OVER FINANCIAL REPORTING

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, 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.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

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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 7. Management’s Discussion and Analysis