What changed in this filing

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Item 8. Financial Statements and Supplementary Data

2026-03-06 compared with 2025-03-14 · 558 added, 530 removed, 852 unchanged (56% of the section changed)

5 unchanged sentences

Consolidated Statements of Operations for the years ended December 31, 2025 and 2024

Consolidated Statements of Comprehensive Loss for the years ended December 31, 2024 and 2023

Consolidated Statements of Comprehensive Income (Loss) for the years ended December 31, 2025 and 2024

Consolidated Statements of Stockholders’ Deficit for the years ended December 31, 2025 and 2024

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We have audited the accompanying consolidated balance sheets of Bridger Aerospace Group Holdings, Inc.

(the “Company”) as of December 31, 2024 and 2023, the related consolidated statements of operations, comprehensive loss, stockholders’ deficit, and cash flows for each of the two years in the period ended December 31, 2024, and the related notes (collectively referred to as the “financial statements”).

(the “Company”) as of December 31, 2025 and 2024, the related consolidated statements of operations, comprehensive income (loss), stockholders’ deficit, and cash flows for each of the two years in the period ended December 31, 2025, and the related notes (collectively referred to as the “financial statements”).

In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2025 and 2024, and the results of its operations and its cash flows for each of the two years in the period ended December 31, 2025, in conformity with accounting principles generally accepted in the United States of America.

19 unchanged sentences

CONSOLIDATED BALANCE SHEETS

(In thousands, except per share amounts)

(dollars in thousands, except par value amounts)

As of December 31,

2 unchanged sentences

Restricted cash — 13,747

Investments in marketable securities — 1,009

Accounts and note receivable 5,945 4,113

Accounts receivable 3,190 5,945

Aircraft support parts 1,654 857

4 unchanged sentences

Goodwill 20,888 20,749

Other noncurrent assets, net 1

Other noncurrent assets 1

44,362 16,406

5 unchanged sentences

Accrued expenses and other current liabilities 3

14,057 17,168

Operating right-of-use current liability 4

Operating right-of-use current liabilities 4

Current portion of long-term debt, net of debt issuance costs 926 2,170

1 unchanged sentence

Long-term accrued expenses and other noncurrent liabilities 7,576 5,388

Operating right-of-use noncurrent liability 5

Operating right-of-use noncurrent liabilities 5

Long-term debt, net of debt issuance costs 212,380 202,469

202,469 204,585

Total liabilities 265,640 237,332

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Total liabilities, mezzanine equity and stockholders’ deficit $ 330,306 $ 290,809

1 Includes related party operating lease right-of-use assets of $ 5.1 million and $ 6.3 million as of December 31, 2024 and 2023, respectively .

2 Includes related party accounts payable of $ 0.1 million as of December 31, 2024 and 2023, respectively.

3 Includes related party accrued interest expense of zero and $ 0.4 million as of December 31, 2024 and 2023, respectively.

4 Includes related party operating lease right-of-use current liabilities of $ 1.3 million and $ 1.7 million as of December 31, 2024 and 2023, respectively.

5 Includes related party operating lease right-of-use noncurrent liabilities of $ 3.8 million and $ 4.6 million as of December 31, 2024 and 2023, respectively.

6 Includes related party debt of zero and $ 10.0 million as of December 31, 2024 and 2023, respectively.

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

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

3 Includes related party accrued expenses of $ 0.4 million and zero as of December 31, 2025 and 2024, respectively.

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

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

The accompanying notes are an integral part of these Consolidated Financial Statements.

1 unchanged sentence

CONSOLIDATED STATEMENTS OF OPERATIONS

(In thousands, except per share amounts)

(dollars in thousands, except per share amounts)

For the years ended December 31,

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Selling, general and administrative expense 3

Operating income (loss) 5,318 ( 57,495 )

36,283 35,820

Interest expense 4

1 unchanged sentence

Other income 11,788 2,067

Loss before income taxes ( 16,329 ) ( 77,660 )

Income (loss) before income taxes 3,925 ( 16,329 )

Income tax benefit 215 762

Net loss $ ( 15,567 ) $ ( 77,358 )

Series A Preferred Stock—adjustment for deemed dividend upon Closing — ( 48,300 )

Series A Preferred Stock—adjustment to eliminate 50% multiplier — 156,363

Net income (loss) $ 4,140 $ ( 15,567 )

Series A Preferred Stock - adjustment to maximum redemptions value ( 27,078 ) ( 25,339 )

(Loss) earnings attributable to Common stockholders – basic ( 40,906 ) 8,524

Change in fair value of embedded derivative — 155

Dilutive adjustments to (Loss) earnings attributable to Common stockholders - basic — ( 85,882 )

Loss attributable to Common stockholders – diluted $ ( 40,906 ) $ ( 77,203 )

(Loss) earnings per share – basic $ ( 0.81 ) $ 0.19

Loss per share – diluted $ ( 0.81 ) $ ( 1.00 )

Weighted average Common Stock outstanding - basic 50,524,996 45,269,201

Weighted average Common Stock outstanding - diluted 50,524,996 77,527,381

1 Includes related party revenues of $ 0.3 million and $ 0.6 million for the years ended December 31, 2024 and 2023, respectively.

Loss attributable to Common stockholders - basic and diluted $ ( 22,938 ) $ ( 40,906 )

Loss per share - basic and diluted $ ( 0.42 ) $ ( 0.81 )

Weighted average Common Stock outstanding - basic and diluted 54,283,410 50,524,996

1 Includes related party revenues of zero and $ 0.3 million for the years ended December 31, 2025 and 2024, respectively.

2 Includes related party cost of revenues of $ 1.3 million and $ 2.6 million for the years ended December 31, 2025 and 2024, respectively.

3 Includes related party interest expense of $ 0.8 million and $ 1.2 million for the years ended December 31, 2024 and 2023, respectively.

3 I ncludes related party selling, general and administrative expense of $ 0.4 million and zero for the years ended December 31, 2025 and 2024, respectively.

4 Includes related party interest expense of zero and $ 0.8 million for the years ended December 31, 2025 and 2024, respectively.

The accompanying notes are an integral part of these Consolidated Financial Statements.

BRIDGER AEROSPACE GROUP HOLDINGS, INC.

CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS

(In thousands)

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

(dollars in thousands)

For the years ended December 31,

Net loss $ ( 15,567 ) $ ( 77,358 )

Other comprehensive loss, net of tax:

Net income (loss) $ 4,140 $ ( 15,567 )

Other comprehensive (loss) income, net of tax:

Foreign currency translation adjustment 226 62

Unrealized loss on derivative instruments ( 377 ) ( 43 )

Unrealized gain on investments in marketable securities — 247

Reclassification of realized loss (gain) on investments in marketable securities to earnings 30 ( 606 )

Total other comprehensive income (loss), net of tax 49 ( 691 )

Comprehensive loss $ ( 15,518 ) $ ( 78,049 )

Reclassification of realized gain on derivative instruments to earnings ( 698 ) —

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

Total other comprehensive (loss) income, net of tax ( 849 ) 49

Comprehensive income (loss) $ 3,291 $ ( 15,518 )

The accompanying notes are an integral part of these Consolidated Financial Statements.

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CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ DEFICIT

(In thousands, except share amounts)

Legacy Bridger Series C Preferred Shares / Series A Preferred Stock Common Stock

Share Value Share Value Additional Paid-in Capital Accumulated Deficit Accumulated Other Comprehensive Income Total Stockholders’

(dollars in thousands, except share value amounts)

Series A Preferred Stock Common Stock Additional Paid-in Capital Accumulated Deficit Accumulated Other Comprehensive Income Total Stockholders’ Deficit

Share Value Share Value

Balance at December 31, 2023 315,789 $ 354,840 47,200,504 $ 5 $ 84,771 $ ( 413,672 ) $ 987 $ ( 327,909 )

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Unrealized loss on derivative instruments — — — — — — ( 43 ) ( 43 )

Unrealized gain on investments on marketable securities — — — — — — 247 247

Reclassification of realized gain on investments in marketable securities to earnings — — — — — — ( 606 ) ( 606 )

Effect of the Closing — ( 156,363 ) 4,687,546 1 52,085 78,990 — 131,076

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

Sales of Common Stock through offerings — — 2,217,164 — 9,337 — — 9,337

Series A Preferred Stock adjustment to maximum redemptions value — 25,339 — — ( 25,339 ) — — ( 25,339 )

Bonuses paid in Common Stock — — 736,554 — 3,829 — — 3,829

Costs related to offerings — — — — ( 1,006 ) — — ( 1,006 )

Common Stock issued related to acquisition activity — — 4,947,202 1 18,216 — — 18,217

Repurchased shares for tax withholding — — ( 187,020 ) — ( 644 ) — — ( 644 )

Cancellation of vested restricted stock units — — ( 2,032,545 ) — — — — —

Stock-based compensation — — 2,064,083 — 16,160 — — 16,160

Balance at December 31, 2024 315,789 $ 380,179 54,209,388 $ 6 $ 101,495 $ ( 429,239 ) $ 1,036 $ ( 326,702 )

Net loss — — — — — ( 15,567 ) — ( 15,567 )

Net income — — — — — 4,140 — 4,140

Foreign currency translation adjustment — — — — — — 226 226

Unrealized loss on derivative instruments — — — — — — ( 377 ) ( 377 )

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

Series A Preferred Stock adjustment to maximum redemption value — 25,339 — — ( 25,339 ) — — ( 25,339 )

Sales of Common Stock through offerings — — 2,217,164 — 9,337 — — 9,337

Costs related to offerings — — — — ( 1,006 ) — — ( 1,006 )

Reclassification of realized gain on derivative instruments to earnings — — — — — — ( 698 ) ( 698 )

Series A Preferred Stock adjustment to maximum redemptions value — 27,078 — — ( 27,078 ) — — ( 27,078 )

Common Stock issued related to acquisition activity — — 617,189 — 1,191 — — 1,191

Repurchased shares for tax withholding — — ( 254,246 ) — ( 391 ) — — ( 391 )

Cancellation of vested restricted stock units — — ( 2,032,545 ) — — — — —

Stock-based compensation — — 1,322,352 — 7,098 — — 7,098

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CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands)

(dollars in thousands)

For the years ended December 31,

Cash Flows from Operating Activities:

Net loss $ ( 15,567 ) $ ( 77,358 )

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

Net income (loss) $ 4,140 $ ( 15,567 )

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

Depreciation and amortization 15,471 17,451

Stock-based compensation expense 16,160 47,796

Loss on debt extinguishment 7,776 —

Impairment of long-lived assets 178 —

Amortization of debt issuance costs 943 968

Loss on disposal of fixed assets 386 1,183

Stock-based compensation expense 7,098 16,160

Change in fair value of Warrants 4,264 ( 4,530 )

Change in fair value of embedded derivative ( 885 ) ( 155 )

Change in fair value of freestanding derivative — 51

Amortization of debt issuance costs 1,096 943

Loss on termination of interest rate swap

Reclassification of realized gain on derivative instruments from AOCI

Change in fair value of earnout consideration ( 2,285 ) ( 393 )

(Gain) loss on disposal of fixed assets ( 87 ) 386

Gain on sale-leaseback transaction ( 16,876 ) —

Change in fair value of embedded derivative — ( 885 )

Realized gain on investments in marketable securities — ( 16 )

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( 7,334 ) ( 3,101 )

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

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

Cash Flows from Investing Activities:

Proceeds from sales and maturities of marketable securities 1,055 55,406

Purchases of marketable securities — ( 999 )

Investment in equity securities — ( 4,000 )

Purchases of property, plant and equipment ( 4,084 ) ( 20,738 )

Proceeds from sale-leaseback transaction, net

Sale of property, plant and equipment 976 649

Expenditures for capitalized software ( 1,156 ) ( 328 )

Issuance of note receivable — ( 3,000 )

Capitalized costs related to in-process research and development (“IPR&D”) ( 1,326 ) ( 1,156 )

Purchases and improvements of property, plant and equipment ( 80,942 ) ( 4,084 )

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

Collection of note receivable — 3,000

Cash acquired through acquisition — 2,592

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

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

Cash Flows from Financing Activities:

Costs incurred related to the Closing — ( 6,794 )

Proceeds from the Closing — 3,194

Repayments on debt ( 2,988 ) ( 2,201 )

Proceeds from issuance of term loans

Payment of issuance costs for term loans

Termination of interest rate swap

Payment of finance lease liability ( 27 ) ( 26 )

Cash paid for taxes related to net share settlement of equity awards ( 391 ) ( 644 )

Repayments on debt ( 210,942 ) ( 2,988 )

Payment of issuance costs for Common Stock in offerings — ( 1,006 )

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Proceeds from issuance of Common Stock in the registered direct offering — 9,169

Restricted stock units settled in cash ( 644 ) —

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

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

Effects of exchange rate changes 329 62

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Cash and cash equivalents – end of the year $ 31,381 $ 39,336

1 Includes related party accounts payable of $ 0.1 million for the years ended December 31, 2024 and 2023.

1 Includes related party accounts payable and accrued expenses of $ 0.4 million and $ 0.1 million for the years ended December 31, 2025 and 2024.

The accompanying notes are an integral part of these Consolidated Financial Statements

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

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.

The Company was formed on November 20, 2018 and registered in the State of Delaware.

The legal name of the Company was officially changed from ElementCompany Operations, LLC to Bridger Aerospace Group Holdings, LLC through an amendment with the State of Delaware, effective January 1, 2020.

As of December 31, 2024, the Company owns fourteen aircraft, including six Viking CL-415EAFs (“Super Scoopers”), four Daher Kodiaks 100s (“Daher Kodiaks”), three Twin Commander surveillance platforms (“Twin Commanders”), and one Pilatus PC-12 (“Pilatus”).

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 the 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 December 31, 2025, the Company operates the following aircraft fleet:

Aircraft Type Number Operated

CL-415EAF (“Super Scooper”) 6

Canadair CL-215T (“Spanish Scooper”) 2

Daher Kodiak 100 (“Daher Kodiak”) 4

Pilatus PC-12 (“Pilatus”) 1

Beechcraft King Air 350 (“King Air”) 2

Twin Commander 1

Total aircraft operated 19

1 The Company owns three and leases one .

Principles of Consolidation and Basis of Presentation

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These reclassifications had no impact on previously reported net income/loss, total assets, or stockholders’ equity.

Recent Activity

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

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

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

Refer to “Note 8 – Property, Plant and Equipment, Net” included in this Annual Report on Form 10-K for additional details.

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

Refer to “Note 16 – Leases” included in this Annual Report on Form 10-K for additional details.

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

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

In addition, the Company terminated the interest rate swap agreement with UMB Bank (“UMB”) related to variable rate debt from the credit facility for UMB as further discussed in “ Note 13 – Interest Rate Swap ” included in this Annual Report on Form 10-K.

On December 17, 2025, the Company drew an aggregate of $ 10.3 million under its DDTL to fund the purchase of two Pilatus aircraft that were previously leased under noncancelable operating lease agreements.

The purchase resulted in additions to property, plant and equipment of $ 10.3 million, derecognition of operating lease right-of-use assets, operating lease right-of-use current liabilities, and operating lease right-of-use noncurrent liabilities of $ 3.9 million, $ 1.4 million, and $ 2.5 million.

Refer to “Note 8 – Property, Plant and Equipment, Net,” “Note 15 – Long-Term Debt,” and “Note 16 – Leases” included in this Annual Report on Form 10-K for additional details.

On December 31, 2025, the Company completed the purchase of two Spanish Scooper aircraft that were previously included in the return to service work in connection with the MAB Funding, LLC (“MAB”) services agreement.

The purchase resulted in additions to property, plant and equipment, of $ 50.0 million.

The two Spanish Scoopers purchased will remain in Europe for the first part of 2026 to assess operations outside of the U.S.

Refer to “Note 8 – Property, Plant and Equipment, Net” and “Note 17 – Commitments and Contingencies” included in this Annual Report on Form 10-K for additional details.

Reverse Recapitalization

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Variable Interest Entities

In accordance with 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.

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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The Company assisted in designing and organizing NFMS, LLC with a business purpose of employing Canadian aviation professionals to provide services to the Company.

A master services agreement exists between NFMS, LLC and the Company, Bridger Air Tanker, LLC, a wholly-owned subsidiary of the Company, to transfer all annual expenses incurred to the Company in exchange for the Canadian employees to support the Company’s water scooper aircraft.

A master services agreement exists between NFMS, LLC, the Company, and Bridger Air Tanker, LLC, a wholly-owned subsidiary of the Company, to transfer all annual expenses incurred to the Company in exchange for the Canadian employees to support the Company’s water scooper aircraft.

NFMS, LLC is 50 % owned by a Canadian citizen, and 50 % owned by Bridger Aerospace Group, LLC.

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(“BAE”) and MAB Funding, LLC (“MAB”):

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

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, 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 the entire outstanding equity interest in BAE to MAB and purchase $ 4.0 million of non-voting Class B units of MAB.

1 unchanged sentence

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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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) Public Warrants and Private Placement Warrants.

(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, (k) Public Warrants and Private Placement Warrants, (l) accounting for income taxes including the related valuation allowance on the deferred tax asset and (m) determination of the fair value of the property related to the sale-leaseback transaction.

In the future, the Company may realize actual results that differ from the current reported estimates and if the estimates that the Company has used change in the future, such changes could have a material impact on the Company’s consolidated financial position, results of operations and cash flows.

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These funds are held in a demand deposit account or highly rated money market fund.

The restricted cash amounts as of December 31, 2024 and 2023, respectively, relate to the Series 2022 Bonds.

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.

Accounts and Note Receivable

As of December 31, 2025, there was no restricted cash.

As of December 31, 2024, the restricted cash amounts relate to the Series 2022 Bonds.

Fair Value of Financial Instruments

In accordance with ASC 820, Fair Value Measurement (“ASC 820”), 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.

Inputs may be observable or unobservable.

Observable inputs reflect the assumptions market participants would use in pricing the asset or liability based on market data obtained from sources independent of the Company’s business.

Unobservable inputs reflect the Company’s own assumptions about the assumptions market participants would use in pricing the asset or liability based on the information available.

ASC 820 classifies the inputs used to measure these fair values into the following hierarchy:

Level 1 — Unadjusted quoted prices in active markets for identical assets or liabilities.

Level 2 — Observable inputs and quoted prices in active markets for similar assets and liabilities.

Level 3 — Unobservable inputs and models that are supported by little or no market activity.

In all cases, the level in the fair value hierarchy within which the fair value measurement in its entirety has been determined based on the lowest level of input that is significant to the fair value measurement.

Concentration of Credit Risk

Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage of $250,000.

During the years ended December 31, 2025 and 2024, the Company did not experience losses on these accounts and management believes the Company is not exposed to significant risks on such accounts.

Accounts Receivable

Accounts receivable consist of amounts due from our customers.

1 unchanged sentence

For the years ended December 31, 2025 and 2024, the Company did not record any bad debt expense as accounts receivable have historically been collected in accordance with the policy and there is no history of write-offs.

Note receivable consists of a promissory note to pay a specific sum, with interest, within a defined period.

Each reporting period, the Company evaluates the collectability of the outstanding note receivable balance.

If the promissory note is deemed uncollectible, the Company will record the value of the note and the accrued interest as bad debt expense.

Aircraft Support Parts

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Property, Plant and Equipment, net

Property and equipment, net owned by the Company is depreciated over the estimated useful lives of individual assets.

Property, plant and equipment, net owned by the Company is depreciated over the estimated useful lives of individual assets.

Depreciation for aircraft, engines, and rotable parts is recorded over the estimated useful life based on flight hours and is recorded in Cost of revenues in the Consolidated Statements of Operations.

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Airplane hangars located on leased airport property are considered leasehold improvements with useful lives determined based on the estimated life of the underlying ground lease.

The table below summarizes depreciable lives by asset category:

The table below summarizes depreciable lives by asset cate gory:

Estimated Useful Life

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Costs that increase the value of the aircraft are capitalized as Property, plant and equipment, net in the Consolidated Balance Sheets and are depreciated over the asset’s useful life.

Costs related to planned major overhauls of aircraft are capitalized using the built-in overhaul method.

Under the built-in overhaul method, costs of planned maintenance and overhauls are capitalized and depreciated by the Company over the expected period until the next scheduled major maintenance event is required.

Interest on long-term debt for the development or manufacturing of Company assets is capitalized to the asset until the asset enters production or use, and thereafter all interest is charged to expense as incurred.

Impairment of Long-Lived Assets

Long-lived assets are reviewed for impairment in accordance with ASC Topic 360, Property, Plant and Equipment, whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable.

Conditions that may indicate impairment include, but are not limited to, a significant adverse change in customer demand or business climate that could affect the value of an asset, or an adverse action or assessment by a regulator.

When indicators of impairment are present, we evaluate the carrying value of the long-lived assets in relation to the operating performance and future undiscounted cash flows of the underlying assets.

We adjust the net book value of the long-lived assets to fair value if the sum of the expected future cash flows is less than book value.

The Company holds 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.

As of December 31, 2025 and 2024, the Company had $ 5.5 million and $ 5.0 million of cost method investments included in Other noncurrent assets in the Consolidated Balance Sheets.

Business Combinations

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Each asset acquired or liability assumed is measured at estimated fair value from the perspective of a market participant.

Contingent consideration represents an obligation of the acquirer to transfer additional assets or equity interests to the seller if future events occur or conditions are met, is recognized when probable and reasonably estimable.

Contingent consideration is first assessed as either an equity or liability depending on the nature of the consideration.

All contingent considerations is classified as a liability.

Contingent consideration recognized is included in the initial cost of the assets acquired and recorded in Accrued expenses and other current liabilities and Long-term accrued expenses and other noncurrent liabilities within the Consolidated Balance Sheets.

Contingent consideration represents an obligation of the acquirer to transfer additional assets or equity interests to the seller if future events occur or conditions are met and is recognized when probable and reasonably estimable.

Contingent consideration recognized is included in the initial cost of the assets acquired.

Subsequent changes in the estimated fair value of contingent consideration are recognized as Selling, general and administrative expenses within the Consolidated Statements of Operations.

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Refer to “Note 10 – Goodwill and Intangible Assets, Net” included in this Annual Report on Form 10-K.

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.

Goodwill is tested for impairment at the reporting unit level using a fair value approach.

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If the carrying value of the reporting unit exceeds its fair value, an impairment loss equal to the excess is recorded.

Impairment of Long-Lived Assets

Long-lived assets are reviewed for impairment in accordance with ASC Topic 360, Property, Plant and Equipment , whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable.

Recoverability of assets to be held and used is measured by a comparison of the carrying amount of the assets to future net cash flows (undiscounted and without interest) expected to be generated by the asset.

If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the assets exceeds the fair value of the assets.

Assets to be disposed of are reported at the lower of the carrying amount or fair value less costs to sell.

Cost Method Investments

As of December 31, 2024 and 2023, the Company had $ 5.0 million of cost method investments included in Other noncurrent assets in the Consolidated Balance Sheets.

Deferred Offering Costs

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

As of December 31, 2024 and 2023, the Company recorded $ 19.6 million and $ 18.0 million to Stockholders’ deficit in the Consolidated Balance Sheets, respectively.

For the years ended December 31, 2024 and 2023, the Company recorded zero and $ 0.5 million to Selling, general and administrative expense in the Consolidated Statements of Operations.

Debt Issuance Costs

Debt issuance costs consist of expenditures associated with obtaining debt financing, principally legal and bank commitment fees.

Such costs are deferred and amortized over the term of the related credit arrangements using a method that approximates the effective interest method.

Debt issuance costs consist of expenditures associated with obtaining debt financing, principally legal and bank commitment fees, on drawn and undrawn instruments.

Such costs are deferred and amortized over the term of the related credit arrangements using the straight-line method, which approximates the effective interest method.

Debt issuance costs are included in the Consolidated Balance Sheets as a direct deduction from the carrying amount of long-term debt and are included in Interest expense in the Consolidated Statements of Operations.

The payment of debt issuance costs is recorded under financing activities in the Consolidated Statements of Cash Flows.

Fair Value of Financial Instruments

Inputs may be observable or unobservable.

Observable inputs reflect the assumptions market participants would use in pricing the asset or liability based on market data obtained from sources independent of the Company’s business.

Unobservable inputs reflect the Company’s own assumptions about the assumptions market participants would use in pricing the asset or liability based on the information available.

ASC 820 classifies the inputs used to measure these fair values into the following hierarchy:

Level 1 — Unadjusted quoted prices in active markets for identical assets or liabilities.

Level 2 — Observable inputs and quoted prices in active markets for similar assets and liabilities.

Level 3 — Unobservable inputs and models that are supported by little or no market activity.

Deferred Offering Costs

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

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

Deferred Financing Costs

Deferred financing costs include origination, arrangement, legal and other fees to issue or amend the terms of the Revolving Credit Facility (“Revolver”) and Delayed Draw Term Loan (“DDTL”).

In our consolidated balance sheets, unamortized deferred financing costs related to the DDTL are reported as other non-current assets.

Deferred financing costs are recognized in our consolidated statements of operations as interest expense by amortizing the costs over the related financing using the straight-line method, which approximates the effective interest method .

Revenue Recognition

Aerial firefighting revenues

The Company enters into short, medium and long-term contracts with customers, primarily with government agencies during the firefighting season, to perform aerial firefighting services (fire suppression and air attack).

The Company recognizes revenue under ASC 606, Revenue from Contracts with Customers (“ASC 606”).

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The Company primarily performs the following activities on contracts 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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We have elected to exclude from the transaction price all taxes assessed by governmental and foreign authorities.

Maintenance, Repair, and Overhaul (“MRO”) revenues

Maintenance repair revenue consists of maintenance repair and return to service work performed on customer aircraft.

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

Total cumulative catch-up adjustments were not material for the year ended December 31, 2024.

Total cumulative catch-up adjustments were not material for the years ended December 31, 2025 and 2024.

Other revenues

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

For the years ended December 31, 2024 and 2023, we had lease revenue of $ 4.9 million and $ 0.9 million, respectively.

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

For the years ended December 31, 2025 and 2024, we had other revenue of $ 4.1 million and $ 4.9 million, respectively.

Contract assets & liabilities

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For instances where we recognize revenue prior to having an unconditional right to payment, we record a contract asset.

When an unconditional right to consideration exists, we reduce our contract asset and recognize an unbilled or trade receivable.

When amounts are dependent on factors other than the passage of time in order for payment from a customer to be due, we record a contract asset which consists of costs incurred where revenue recognized over time using the cost-to-cost model exceeds the amounts billed to customers.

Contract assets are recorded as unbilled receivables within Accounts and note receivable in the Condensed Consolidated Balance Sheets.

Contract assets are recorded within Accounts receivable in the Consolidated Balance Sheets.

Contract liabilities include advance payments and billings in excess of revenue recognized.

Contract liabilities are recorded as deferred revenue within Accrued expenses and other current liabilities in the Condensed Consolidated Balance Sheets.

Contract liabilities are recorded as deferred revenue within Accrued expenses and other current liabilities in the Consolidated Balance Sheets.

Certain customers make advance payments prior to the satisfaction of our performance obligations on the contract.

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In such instances, the Company has elected the practical expedient to not evaluate whether a significant financing component exists.

Net contract assets are as follows:

Net contract (liabilities) assets are as follows:

As of December 31,

$s in thousands 2024

dollars in thousands

2025 2024 Net Change

Contract assets $ 2,250 $ 1,746 $ 505

Contract liabilities 3,434 858 2,577

Net contract assets $ 888

The Company did not have contract assets or liabilities as of January 1, 2023 or December 31, 2023, thus there was no revenue recognized for the year ended December 31, 2024 that was previously recognized in contract liabilities.

Net contract (liabilities) assets $ ( 1,184 ) $ 888 $ ( 2,072 )

The receivables balance was $ 4.1 million, the contract assets and contract liabilities balances were zero , as of January 1, 2024.

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

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

There were no significant impairment losses related to any receivables or contract assets arising from the Company’s contracts with customers during the year ended December 31, 2024.

As of December 31, 2024, the Company has remaining unsatisfied performance obligations of $ 8.1 million, of which the entire balance is expected to be recognized as revenue within the next twelve months .

There were no significant impairment losses related to any receivables or contract assets arising from the Company’s contracts with customers during the years ended December 31, 2025 and 2024.

Remaining performance obligations

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

As of December 31, 2025, the Company has remaining unsatisfied performance obligations of $ 14.0 million, of which approximately 91 % is expected to be recognized as revenue within the next twelve months and 9 % thereafter.

Contract costs

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For the years Ended December 31,

$s in thousands 2024 2023

dollars in thousands

Fire suppression $ 79,840 $ 66,765

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For the Years Ended December 31,

$s in thousands 2024 2023

dollars in thousands 2025 2024

United States $ 108,843 $ 88,527

Spain 13,987 10,086

Canada — 17,174

Total revenues $ 122,830 $ 98,613

Concentration Risk

The Company had two customers who individually accounted for 61 % and 12 % of total revenues for the year ended December 31, 2024, and three customers who individually accounted for 65 %, 12 % and 11 % of total revenues for the year ended December 31, 2023.

The Company had three customers who individually accounted for 42 %, 17 % and 13 % of total accounts receivable as of December 31, 2024, and three customers who individually accounted for 39 %, 34 % and 19 % of total accounts receivable as of December 31, 2023.

The Company had three customers who individually accounted for 66 %, 11 %, and 10 % of total revenues for the year ended December 31, 2025 and two customers who individually accounted for 61 % and 12 % of total revenues for the year ended December 31, 2024.

The Company had two customers who individually accounted for 57 % and 12 % of total trade accounts receivable as of December 31, 2025 and three customers who individually accounted for 42 %, 17 % and 13 % of total trade accounts receivable as of December 31, 2024.

Hedging Transactions and Derivative Financial Instruments

The Company is directly and indirectly affected by changes in certain market conditions.

These changes in market conditions may adversely impact the Company’s financial performance and are referred to as “market risks.” The Company, when deemed appropriate, uses derivatives as a risk management tool to mitigate the potential impact of certain market risks.

The Company manages interest rate risk through the use of derivative instruments, such as swap agreements.

A swap agreement is a contract between two parties to exchange cash flows based on specified underlying notional amounts, assets and/or indices.

The Company does not enter into derivative financial instruments for trading purposes.

The accounting for gains and losses that result from changes in the fair values of derivative instruments depends on whether the derivatives have been designated and qualify as hedging instruments and the type of hedging relationships.

The changes in fair values of derivatives that have been designated and qualify as cash flow hedges are recorded in Accumulated other comprehensive income and are reclassified into the line item in the Consolidated Statements of Comprehensive Income (Loss) in which the hedged items are recorded in the same period the hedged items affect earnings.

In addition, settlements on cash flow hedges are recorded in the same section of the Consolidated Statement of Cash Flows as the underlying nature of the hedged item.

The Company formally assesses whether the financial instruments used in hedging transactions are effective at offsetting changes in either the fair values or cash flows of the related underlying exposures.

Any ineffective portion of a financial instrument’s change in fair value is immediately recognized into earnings.

The fair value is based on prevailing market data and using standard valuation models based on reasonable estimates about future relevant market conditions.

Refer to “ Note 13 – Interest Rate Swap ” included in this Annual Report on Form 10-K.

The notional amounts of the derivative financial instruments do not necessarily represent amounts exchanged by the parties and, therefore, are not a direct measure of the Company’s exposure to the financial risks described above.

For periods prior to the Reverse Recapitalization, Bridger Aerospace Group Holdings, LLC is a partnership for federal income tax purposes.

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The valuation allowance may be reversed in a subsequent reporting period if Bridger determines that it is more likely than not that all or part of the deferred tax asset will become realizable.

Concentration of Credit Risk

Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times may exceed the Federal Depository Insurance Coverage of $250,000.

During the years ended December 31, 2024 and 2023, the Company did not experience losses on these accounts and management believes the Company is not exposed to significant risks on such accounts.

Hedging Transactions and Derivative Financial Instruments

The Company is directly and indirectly affected by changes in certain market conditions.

The Company manages interest rate risk through the use of derivative instruments, such as swap agreements.

A swap agreement is a contract between two parties to exchange cash flows based on specified underlying notional amounts, assets and/or indices.

The Company does not enter into derivative financial instruments for trading purposes.

The changes in fair values of derivatives that have been designated and qualify as cash flow hedges are recorded in Accumulated other comprehensive income and are reclassified into the line item in the Consolidated Statements of Comprehensive loss in which the hedged items are recorded in the same period the hedged items affect earnings.

In addition, settlements on cash flow hedges are recorded in the same section of the Consolidated Statement of Cash Flows as the underlying nature of the hedged item.

Any ineffective portion of a financial instrument’s change in fair value is immediately recognized into earnings.

The fair value is based on prevailing market data and using standard valuation models based on reasonable estimates about future relevant market conditions.

Refer to “ Note 15 – Long-Term Debt ” included in this Annual Report on Form 10-K.

(Loss) Earnings Per Share

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

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

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

As noted above, the Company accounted for the Closing as a reverse recapitalization.

(Loss) Earnings per share calculations for all periods prior to the Closing have been retrospectively adjusted by the Exchange Ratio for the equivalent number of shares of Common Stock outstanding immediately after the Closing to effect the reverse recapitalization.

Subsequent to the Closing, (loss) earnings per share is calculated based on the weighted average number of shares of Common Stock outstanding.

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

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.

Stock-Based Compensation

The Company accounts for its stock-based compensation in accordance with ASC 718, Compensation-Stock Compensation .

Legacy Bridger granted Incentive Units which contain service and performance vesting conditions to select board members and an executive officer.

Compensation cost for Incentive Units is measured at their grant-date fair value and is equal to the value of the Legacy Bridger’s Class D Common shares, which was estimated using an option pricing model.

Compensation cost for service-based units is recognized over the requisite service period on a straight-line basis.

For performance related units, expense is recognized when the performance related condition is considered probable.

In connection with the Closing, the Company along with the Board established and approved and assumed the Omnibus Plan which allowed the Company to grant RSUs to Bridger employees (the “Participants”).

The Company along with the Board established and approved and assumed the Omnibus Plan which allowed the Company to grant restricted stock units (“RSUs”) to Bridger employees (the “Participants”).

Upon satisfying the vesting conditions, each RSU provides the Participants the right to receive one share of Common Stock.

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

Loss Per Share

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

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

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

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

Recent Accounting Pronouncements

Recently Issued Accounting Pronouncements

In September 2025, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No.

2025-06, Intangibles—Goodwill and Other—Internal-Use Software (Subtopic 350-40):

Targeted Improvements to the Accounting for Internal-Use Software (“ASU 2025-06”).

This update modernizes the accounting for internal-use software, removes all references to software development stages, and requires capitalization of software costs when management has committed to a software project and it is probable the software will be completed and perform its intended use.

ASU 2025-06 will be effective for annual and interim periods beginning January 1, 2028.

Early adoption is permitted.

The Company is currently evaluating the timing and method of adopting the new accounting guidance on the Company’s Consolidated Financial Statements.

In November 2024, the FASB issued ASU No.

2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures.

2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (“ASU 2024-03”) .

This update enhances annual and interim disclosures, in the notes to financial statements, of specified information about certain costs and expenses.

This new guidance is effective for the Company for its fiscal years beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027.

ASU 2024-03 will be effective for annual periods beginning January 1, 2027 and interim periods beginning January 1, 2028.

Early adoption is permitted.

The Company is currently evaluating the impact of adopting the new accounting guidance on the Company’s Consolidated Financial Statements.

Recently Adopted Accounting Pronouncements

In December 2023, the FASB issued ASU No.

2023-09, Income Taxes (Topic 740):

Improvements to Income Tax Disclosures .

Improvements to Income Tax Disclosures (“ASU 2023-09”).

This update enhances the transparency and decision usefulness of income tax disclosures to provide investors information to better assess how an entity’s operations and related tax risks and tax planning and operational opportunities affect its tax rate and prospects for future cash flows.

This new guidance is effective for the Company for its fiscal years beginning after December 15, 2024.

The Company is currently evaluating the impact of adopting the new accounting guidance on the Company’s Consolidated Financial Statements.

In October 2023, the FASB issued ASU No.

2023-06, Disclosure Improvements:

Codification Amendments in Response to the SEC’s Disclosure Update and Simplification Initiative .

This update modifies the disclosure or presentation requirements of a variety of topics in the codification.

The effective date for each amendment will be the date on with the SEC’s removal of that related disclosure from Regulation S-X or Regulation S-K becomes effective.

Early adoption is prohibited.

The Company is currently evaluating the impact of adopting the new accounting guidance on the Company’s Consolidated Financial Statements.

Recently Adopted Accounting Pronouncements

In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280):

Improvements to Reportable Segment Disclosures , requiring public entities to disclose information about their reportable segments’ significant expenses and other segment items on an interim and annual basis.

Public entities with a single reportable segment are required to apply the disclosure requirements in ASU 2023-07, as well as all existing segment disclosures and reconciliation requirements in ASC 280 on an interim and annual basis.

The Company adopted ASU 2023-07 during the year ended December 31, 2024.

Refer to “ Note 23 – Segment and Geographic Information ” included in this Annual Report on Form 10-K for further detail.

The Company adopted ASU 2023-09 during the year ended December 31, 2025 and applied the guidance prospectively.

Refer to “ Note 21 – Income Taxes ” included in this Annual Report on Form 10-K.

The update did not have a material impact on the Company’s consolidated financial position, results of operations, and/or cash flows.

NOTE 3 – SUPPLEMENTAL CASH FLOW INFORMATION

For the Years Ended December 31,

$s in thousands 2024 2023

Interest paid $ 23,137 $ 23,220

Non-cash investing and financing activities:

dollars in thousands 2025 2024

Cash paid for interest $ 28,839 $ 23,137

Cash paid for income taxes, net of refunds 430 —

Fixed assets in accounts payable 15 —

Conversion of promissory note to Common Stock — 897

Series A Preferred Stock - adjustment for deemed dividend upon Closing — 48,300

Series A Preferred Stock - adjustment to eliminate 50% multiplier — 156,363

Non-cash investing and financing activities:

Series A Preferred Stock - adjustment to maximum redemption value $ 27,078 $ 25,339

Purchase consideration of FMS acquisition paid in Common Stock 14,179 —

Recognition of new right-of-use assets and corresponding operating lease liabilities 30,582 1,262

Derecognition of right-of-use assets and corresponding operating lease liabilities 4,567 —

Recognition of new right-of-use asset and corresponding financing lease liability 69 —

Derecognition or modification of right-of-use assets and corresponding finance lease liabilities 13 —

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

Recognition of new right-of-use asset and corresponding operating lease liability 1,262 7,940

Assumption of JCIC liabilities — 7,464

Recognition of Warrant liabilities — 5,863

Bonuses paid in Common Stock — 3,829

Cancellation of deferred underwriting fee — 1,500

NOTE 4 – CASH EQUIVALENTS AND INVESTMENTS IN MARKETABLE SECURITIES

The investments in marketable securities are classified as available-for-sale debt securities with short-term maturities of less than one year.

The fair values, gross unrealized gains of the available-for-sale securities by type are as follows:

Purchase consideration of FMS acquisition paid in Common Stock — 14,179

NOTE 4 – CASH EQUIVALENTS

Cash equivalents consist of the following:

As of December 31,

$s in thousands Carrying Value

dollars in thousands

Carrying Value

Cash equivalents:

Commercial paper $ — $ 1,974

Money market fund $ 25,035 $ 36,305

Total cash equivalents $ 36,305 $ 13,182

Restricted cash:

Money market fund $ — $ 13,747

As of December 31, 2023

$s in thousands Purchase

Price Unrealized

Gains Fair Value

Investments in marketable securities:

Government securities 999 10 1,009

Total investments in marketable securities $ 999 $ 10 $ 1,009

The Company did no t have any investments in marketable securities as of December 31, 2024.

The net unrealized gain included in Accumulated other comprehensive income for the years ended December 31, 2024 and 2023 are zero and $ 0.2 million, respectively.

The proceeds from sales of available-for-sale securities and gross realized gains included in earnings for the years ended December 31, 2024 and 2023 are $ 1.1 million and $ 16,000 , respectively, and $ 55.4 million and $ 0.8 million, respectively.

There were no proceeds from sales of available-for-sale securities and gross realized gains included in earnings for the year ended December 31, 2025.

For the year ended December 31, 2024, such proceeds and realized gains were $ 1.1 million and $ 16,000 , respectively.

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

For the years ended December 31, 2024 and 2023, the Company reclassified out of Accumulated other comprehensive income a loss of $ 30,000 and a gain of $ 0.6 million, respectively.

NOTE 5 – ACCOUNTS AND NOTE RECEIVABLE

Accounts and note receivable consist of the following:

For the year ended December 31, 2024, the Company reclassified out of Accumulated other comprehensive income a loss of $ 30,000 .

NOTE 5 – ACCOUNTS RECEIVABLE

Accounts receivable consist of the following:

As of December 31,

$s in thousands 2024 2023

dollars in thousands

Trade accounts receivable $ 835 $ 3,213

Unbilled receivable 1,746 —

Contract assets 2,250 1,746

Foreign tax receivable 105 986

Note receivable — 3,000

Total accounts and note receivable $ 5,945 $ 4,113

Total accounts receivable $ 3,190 $ 5,945

Substantially all accounts receivable at December 31, 2025, are expected to be collected in 2026.

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

Unbilled receivable consists of earned revenue that has not yet been billed specific to FMS cost to cost contracts as described in “Note 2 – Summary of Significant Accounting Policies” included in this Annual Report on Form 10-K.

On September 5, 2023, the Company entered into a secured promissory note in the amount of $ 3.0 million.

This note accrues interest at a rate of 8.5 % per annum and was paid in January 2024.

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

Foreign tax receivable consists primarily of value-added taxes charged by the Spanish government.

Refer to “Note 2 – Summary of Significant Accounting Policies” for further discussion on Contract assets.

NOTE 6 – AIRCRAFT SUPPORT PARTS

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As of December 31,

$s in thousands 2024 2023

dollars in thousands

Repairables and expendables $ 623 $ 593

Other 1,031 264

Total aircraft support parts $ 1,654 $ 857

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As of December 31,

$s in thousands 2024 2023

dollars in thousands

Deposits $ 1,639 $ 1,044

Prepaid insurance 1,546 1,472

Prepaid subscriptions 518 1,229

Deposits 1,044 120

Other 291 179

Total prepaid expenses and other current assets $ 3,994 $ 3,924

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As of December 31,

$s in thousands 2024 2023

dollars in thousands

Aircraft $ 262,013 $ 185,877

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Aircraft, net 213,406 147,667

Leasehold improvements 35,504 34,824

Buildings 1,054 1,117

Vehicles and equipment 7,049 5,921

Buildings 1,200 1,054

Leasehold improvements 645 35,504

Licenses 235 235

Finance lease right-of-use asset 117 101

Capitalized software and development costs 35 35

Construction-in-progress - leasehold improvements — 5

Finance lease right-of-use-asset 101 121

Licenses 235 235

Accumulated depreciation ( 3,873 ) ( 6,753 )

Buildings and equipment, net 36,102 37,442

Leasehold improvements and equipment, net 5,408 36,102

Total property, plant and equipment, net $ 218,814 $ 183,769

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For the year ended December 31, 2024, the Company recorded $ 14.5 million and $ 2.3 million of depreciation expense in Cost of revenues and Selling, general and administrative expense, respectively.

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

In 2023, the Company noted that increasing maintenance costs associated with one of our Twin Commander aircraft indicated that this aircraft was not a viable contract operating plane, resulting in anticipated cash flow losses as a result of being unable to generate revenues from this aircraft.

The Company believed the lack of cash flow and continued maintenance expenditures render the carrying amount of the aircraft unrecoverable.

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

As of the year ended December 31, 2025, the Twin Commander did not generate revenues and as such the Company performed a market approach assessment, and determined the fair value of the Twin Commander aircraft was lower than the net book value and as such, recorded an impairment charge of $ 0.2 million in the Consolidated Statements of Operations.

For the year ended December 31, 2024, the Company recorded no impairment charges.

For the year ended December 31, 2023, associated impairment charges of $ 2.4 million in Selling, general and administrative expense in the Consolidated Statements of Operations.

For the years ended December 31, 2024 and 2023, the Company recorded losses on disposals of assets of $ 0.4 million and $ 1.2 million, respectively, in Selling, general and administrative expense in the Consolidated Statements of Operations.

For the years ended December 31, 2024 and 2023, capitalized interest to equipment from debt financing was zero and $ 1.2 million, respectively.

For the years ended December 31, 2025 and 2024, the Company recorded a gain on disposals of assets of $ 0.1 million and a loss of disposals of assets of $ 0.4 million, respectively, in Selling, general and administrative expense in the Consolidated Statements of Operations.

NOTE 9 – ACQUISITION ACTIVITY

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On June 28, 2024, the Company completed the acquisition of all the outstanding equity interests of Flight Test & Mechanical Solutions, Inc.

(“FMS” and the “FMS Acquisition”), a turn-key provider of integration solutions for government and commercial customers including instrumentation, flight testing and airworthiness certification, for total initially estimated consideration of $ 21.2 million, payable in unregistered shares of Bridger’s Common Stock, with $ 19.0 million fair value of Common Stock consideration paid at closing to the former stockholders of FMS (consisting of 3,728,945 restricted shares of Common Stock determined based upon a volume-weighted average per-share price (“VWAP”) of the Common Stock for the 90 consecutive trading days ended June 27, 2024).

(“FMS” and the “FMS Acquisition”), a turn-key provider of integration solutions for government and commercial customers including instrumentation, flight testing and airworthiness certification, for total initially estimated fair value consideration of $ 21.2 million, payable in unregistered shares of Bridger’s Common Stock, with $ 19.0 million fair value of Common Stock consideration paid at closing and upon settlement of certain post-closing purchase price adjustments to the former stockholders of FMS (consisting of 3,867,289 restricted shares of Common Stock determined based upon a volume-weighted average per-share price (“VWAP”) of the Common Stock for the 90 consecutive trading days ended June 27, 2024).

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

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

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

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

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The Company has not presented pro forma combined results for the FMS Acquisition because the impact on previously reported statements of operations was not material.

The Company has performed a preliminary valuation analysis of the fair market value of the assets acquired and liabilities assumed in the FMS Acquisition.

The preliminary purchase price allocation will be subject to further refinement as management continues to implement the Company’s accounting policies and refine its estimates and assumptions based on the information available at the acquisition date.

The allocations of acquired intangible assets, goodwill, deferred taxes, and the analysis around revenue and accounting policy alignment are being finalized.

These refinements may result in material changes to the estimated fair value of assets acquired and liabilities assumed.

The estimated useful lives of acquired intangible assets are also preliminary.

The final purchase price allocation will be determined when the Company has completed and fully reviewed the detailed valuations.

The purchase price allocation adjustments can be made throughout the end of the Company’s measurement period, which is not to exceed one year from the acquisition date.

The following tables summarizes the FMS Acquisition consideration and the preliminary fair value estimates of assets acquired and liabilities assumed, recognized at the date of the FMS Acquisition, with preliminary purchase price allocation adjustments since the preliminary purchase price allocation as previously disclosed as of June 30, 2024:

$s in thousands As of June 30, 2024 Net Working Capital Adjustment Closing Price Adjustment As of December 31, 2024

As of March 31, 2025, the Company finalized the purchase accounting for the FMS Acquisition.

The following table summarizes the final purchase price allocation:

dollars in thousands

As of March 31, 2025

Common Stock $ 13,061

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Total purchase price $ 16,342

$s in thousands As of June 30, 2024 Adjustments As of December 31, 2024

dollars in thousands As of December 31, 2024 Adjustments As of March 31, 2025

Cash and cash equivalents $ 2,592 $ — $ 2,592

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The operating results of the acquisition have been included in the Company’s results of operations from the effective date of the acquisition.

The amounts of revenue and operating loss of FMS included in the Company’s condensed consolidated statement of operations for the year end December 31, 2024 were $ 3.0 million and $ 0.9 million, respectively.

2023 Acquisition Activity

On September 12, 2023, the Company completed the acquisition of all outstanding equity interests of Ignis Technologies, Inc.

(“Ignis” and the “Ignis Acquisition”), a fire technology company developing mission-critical intelligence and technology solutions for firefighting organizations, for total consideration of $ 11.6 million, payable in unregistered shares of Bridger’s Common Stock, consisting of $ 3.3 million payable at closing.

At closing, 426,531 restricted shares of Common Stock were issued to the Ignis shareholders (determined based upon a VWAP) of the Common Stock for the 30 consecutive trading days ended September 11, 2023).

The remaining $ 8.3 million of Common Stock consideration is contingent upon the achievement of certain operational milestones and, assuming achievement of such milestones, will be issued to the Ignis shareholders in 2025 and 2026, with the price per share determined based upon a trailing 120-day VWAP of the Common Stock at the time of each issuance.

The maximum number of shares of Common Stock issuable to the Ignis shareholders as contingent earnout consideration will not exceed 8,399,198 shares in the aggregate.

All of the shares of Common Stock to be issued in the Ignis Acquisition will be subject to transfer restrictions for a 12-month period after each issuance, with 1/12th of the total shares of Common Stock vesting each month over the one-year period after each issuance.

During 2024, certain performance conditions were met, resulting in a total settlement payment of $ 4.0 million, which was settled in shares on June 30, 2024.

The excess over the initial fair value estimate was recorded as an expense in acquisition related costs in the Consolidated Statements of Operations.

As of December 31, 2024, there is $ 3.7 million remaining of contingent consideration obligations related to the acquisition.

None of the shares of Common Stock issued or issuable in connection with the Ignis Acquisition were registered under the Securities Act on the Ignis Acquisition date in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act.

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

The Company accounted for the Ignis Acquisition under the acquisition method of accounting and has reported the results of operations of the Ignis Acquisition as of the respective date of the Ignis Acquisition.

The Company based the estimated fair values of intangible assets on an income approach utilizing the relief from royalties model.

The income approach utilizes management’s estimates of future operating results and cash flows using a weighted average cost of capital that reflects market participant assumptions.

For all other assets acquired and liabilities assumed, the fair value reflects the carrying value of the asset or liability due to their short maturity.

The Company recorded the excess of the fair value of the consideration transferred in the Ignis Acquisition over the fair value of net assets acquired as goodwill.

The goodwill reflects our expectations of favorable future growth opportunities.

The Company expects that substantially all of the goodwill will not be deductible for federal income tax purposes.

The Company has not presented pro forma combined results for the Ignis Acquisition because the impact on previously reported statements of operations was not material.

As of December 31, 2023, the Company finalized the purchase accounting for the Ignis Acquisition.

The following table summarizes the final purchase price allocation:

$s in thousands Purchase Price Allocation

Cash and cash equivalents $ 3

Intangible assets 1,300

Accounts payable ( 37 )

Long-term accrued expenses and other noncurrent liabilities ( 67 )

Deferred tax liability ( 314 )

Total identifiable net assets 885

Goodwill 10,676

Total purchase price $ 11,561

Goodwill of $ 10.7 million arising from the Ignis Acquisition is primarily attributable to the assembled workforce of Ignis and expected synergies from combining operations.

None of the acquired goodwill is expected to be deductible for income tax purposes.

Acquired intangible assets consist entirely of in-process research and development (“IPR&D”) and is expected to be amortized over its useful life of five years when placed into service.

The Company concluded that the IPR&D is an identifiable intangible asset that would be accounted for as a single asset in a business combination.

The fair value of the IPR&D was determined using an income approach based on significant unobservable inputs.

NOTE 10 – GOODWILL AND INTANGIBLE ASSETS, NET

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

As of December 31, 2025 and 2024, goodwill of $ 2.4 million was allocated to the Company’s BAGH reporting unit, which has a negative carrying amount of net assets as of December 31, 2025 and 2024, due to the inclusion of the mezzanine equity, refer to “Note 18 – Mezzanine Equity.” There were no impairment charges recorded for goodwill for the years ended December 31, 2025 and 2024.

Changes in the carrying amount of goodwill for years ended December 31, 2025 and 2024 were as follows:

$s in thousands Goodwill

dollars in thousands

As of December 31, 2023 $ 13,163

Addition from Ignis Acquisition 10,676

Addition from FMS Acquisition 11,578

Measurement period adjustment ( 3,992 )

As of December 31, 2024 $ 20,749

Addition from FMS Acquisition 11,578

Measurement period adjustment 139

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As of December 31, 2025

$s in thousands Estimated

Life (Years) Cost Accumulated

Amortization Net

dollars in thousands

Estimated Life (Years) Gross Carrying Amount Accumulated Amortization Net Carrying Amount

In-process research and development (“IPR&D”) 5 $ 4,109 $ ( 926 ) $ 3,183

Contracts 5.5 3,400 ( 927 ) 2,473

IPR&D 5 2,783 ( 260 ) 2,523

Trade name 9.5 300 ( 47 ) 253

Internal-use software 3 297 ( 297 ) —

Customer relationships 3.5 200 ( 86 ) 114

Licenses 10 68 ( 68 ) —

Internal-use software 3 297 ( 297 ) —

Total intangible assets $ 8,374 $ ( 2,351 ) $ 6,023

As of December 31, 2024

$s in thousands Estimated Life (Years) Cost Accumulated Amortization Net

dollars in thousands

Estimated Life (Years) Gross Carrying Amount Accumulated Amortization Net Carrying Amount

Contracts 5.5 $ 3,400 $ ( 309 ) $ 3,091

IPR&D 5 2,783 ( 260 ) 2,523

Trade name 9.5 300 ( 16 ) 284

Internal-use software 3 297 ( 297 ) —

Customer relationships 3.5 200 ( 29 ) 171

Licenses 10 68 ( 61 ) 7

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

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

As of December 31, 2024 and 2023, the Company capitalized costs of $ 1.2 million and $ 0.3 million, respectively, related to IPR&D.

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

As of December 31, 2025 and 2024, the Company capitalized costs of $ 1.3 million and $ 1.2 million related to IPR&D, respectively.

Amortization expense for intangible assets and other noncurrent assets was $ 1.4 million and $ 0.7 million for the years ended December 31, 2025 and 2024, respectively.

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Future amortization expense for intangible assets subject to amortization is expected to be as follows:

$s in thousands Expected

dollars in thousands

Thereafter 95

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As of December 31,

$s in thousands 2024 2023

dollars in thousands

Operating lease right-of-use asset $ 31,416 $ 7,951

Deferred debt issuance costs 4,150 —

Investment in MAB 4,000 4,000

Prepaid subscriptions 1,543 2,877

Interest rate swap 1,075 1,117

Deposits 1,937 338

Investment in Overwatch Imaging, Inc.

Prepaid expenses 986 1,543

Interest rate swap — 1,075

Other 873 499

Total other noncurrent assets $ 44,362 $ 16,406

2 unchanged sentences

As of December 31,

$s in thousands 2024 2023

Accrued interest expense $ 6,487 $ 6,448

Contingent consideration 6,219 8,486

dollars in thousands

Warrant liabilities $ 5,330 $ 1,066

Deferred revenue 3,434 858

Contingent consideration 2,743 6,219

Accrued salaries, wages and bonuses 2,548 1,635

Deferred underwriting fee payable 1,500 1,500

Warrant liabilities 1,066 5,596

Accrued foreign tax 925 925

Finance right-of-use liability 96 37

Embedded derivative of Series A Preferred Stock — 885

Accrued professional fees — 851

Accrued interest expense 52 6,487

Other 742 718

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Contingent consideration

The Company assumed contingent consideration as part of the FMS Acquisition and Ignis Acquisition (collectively, the “Acquisitions”) discussed in “Note 9 – Acquisition Activity” included in this Annual Report on Form 10-K.

The Company is required to make contingent payments to the sellers based on the achievement of certain operational milestones, in the case of the Ignis Acquisition, and based on the achievement of certain earnout conditions, in the case of the FMS Acquisition.

The fair value of the liability for the contingent payments was recognized upon the Acquisitions as part of the purchase accounting opening balance sheet.

The Company assumed contingent consideration as part of prior year acquisition activity.

The Company is required to make contingent payments to the sellers based on the achievement of certain operational milestones or certain earnout conditions.

The fair value of the liability for the contingent payments was recognized upon acquisition as part of the purchase accounting opening balance sheet.

The initial cost was recognized at fair value on the closing date with subsequent changes in estimated fair value recognized as Selling, general and administrative expenses in the Consolidated Statements of Operations.

As part of the 2023 Ignis Acquisition, the Company agreed to pay contingent consideration based on the achievement of certain operational milestones.

The final milestone was completed during 2024, which triggered a series of three annual contingent consideration payments.

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

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

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

This amount was previously recognized as part of the contingent consideration liability as of March 31, 2025, and the issuance did not result in any additional expense during the period.

The remaining $ 1.9 million of Common Stock consideration will be issued to the Ignis shareholders in 2026, with the price per share determined based upon a trailing 120-day VWAP of the Common Stock at the time of such issuance.

The liability for the remaining contingent consideration has been recorded at fair value and is classified as a current liability on the Consolidated Balance sheet.

Pursuant to the agreement, the maximum number of shares of Common Stock issuable to the Ignis shareholders as contingent earnout consideration will not exceed 8,399,198 shares in the aggregate.

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

No changes were made subsequently in 2025.

As of December 31, 2025 and 2024, the Company recognized $ 2.0 million and $ 3.4 million, respectively, in Accrued expenses and other current liabilities and $ 0.7 million and $ 2.8 million, respectively, in Long-term accrued expenses and other noncurrent liabilities in the Consolidated Balance Sheets.

The change in contingent consideration for the years ended December 31, 2025 and 2024 was as follows:

$s in thousands 2024 2023

dollars in thousands

Contingent consideration, beginning of period $ 6,219 $ 8,486

Addition of contingent consideration from FMS Acquisition — 2,164

Addition of contingent consideration from Ignis Acquisition — 8,319

Change in fair value of contingent consideration ( 2,285 ) ( 393 )

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

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

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

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

Each month, the Company made interest payments to CWB under its loan agreement based on the current applicable one-month LIBOR rate plus the contractual LIBOR margin then in effect with respect to the term loan, without reflecting the interest rate swap until June 30, 2023.

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

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

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

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

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

At the end of each calendar month, the Company receives or makes payments on the interest rate swap difference, if any, based on the received interest rate set forth in the table below.

Interest payments on the Company’s term loan and payments received or made on the interest rate swap are reported net on the Consolidated Statements of Operations as interest expense.

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

As of December 31, 2024

Date Maturity

Date Notional

Amount Fair Value Pay Fixed Receive Rate

4/15/2020 3/15/2030 $ 9,822 $ 1,075 3.887 % 1 Month SOFR + 2.61448 %

Interest payments on the Company’s term loan and payments received or made on the interest rate swap were reported net on the Consolidated Statements of Operations as interest expense.

The Company accounted for the interest rate swap as a cash flow hedge for accounting purposes under GAAP.

The Company had the following interest rate swap designated as a cash flow hedge (dollars in thousands) for the year ended December 31, 2024:

As of December 31, 2024

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4/15/2020 3/15/2030 $ 9,822 $ 1,075 3.887 % 1 Month LIBOR + 2.61448 %

The Company accounts for the interest rate swap as a cash flow hedge for accounting purposes under GAAP.

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

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

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

Concurrent with the October 2025 Refinancing, refer to “Note 15 – Long-Term Debt,” a portion of the proceeds from the refinancing transaction were used to pay off the amount outstanding under the Company’s prior variable-rate debt with UMB for the construction of the Company’s airplane hangars, dated September 30, 2019.

As such, the remaining obligation to make any further payments under the swap agreement was terminated.

Fair value adjustments were historically recorded within Other comprehensive income.

Upon termination of the interest rate swap in October 2025, the life-to-date accumulated gain of $ 0.7 million related to the interest rate swap was reclassified from Accumulated other comprehensive income to Other income on the Consolidated Statements of Operations for the year ended December 31, 2025.

NOTE 14 – FAIR VALUE MEASUREMENTS

Long-term debt

As of December 31, 2024 and 2023, the Company has $ 160.2 million of fixed rate and $ 48.3 million and $ 51.2 million, respectively, of variable rate debt outstanding.

Based on current market rates, the fair value of the fixed rate debt as of December 31, 2024 and 2023, was estimated to be $ 173.2 million and $ 174.7 million, respectively.

As of December 31, 2025, the Company had $ 0.1 million of fixed rate and of $ 222.4 million variable rate debt outstanding.

The Company’s debt approximates fair value based on current rates and terms available to the Company for similar debt as of December 31, 2025.

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

As of December 31, 2024, the Company had $ 160.2 million of fixed rate and $ 48.3 million, of variable rate debt outstanding.

Based on current market rates, the fair value of the fixed rate debt as of December 31, 2024, was estimated to be $ 173.2 million, respectively.

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

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

The variable rate debt approximates fair value based on the closing or estimated market prices of similar securities comparable to the Company’s debts as of December 31, 2024 and 2023.

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

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

Recurring Fair Value Measurement

2 unchanged sentences

As of December 31, 2025

$s in thousands Level 1 Level 2 Level 3

Cash and cash equivalents $ 39,336 $ — $ —

Restricted cash:

Money market fund 13,747 — —

Total restricted cash 13,747 — —

Interest rate swap — 1,075 —

dollars in thousands

Level 1 Level 2 Level 3

Cash $ 31,381 $ — $ —

Total Assets $ 31,381 $ — $ —

4 unchanged sentences

As of December 31, 2024

($s in thousands) Level 1 Level 2 Level 3

Cash and cash equivalents $ 22,956 $ — $ —

dollars in thousands

Level 1 Level 2 Level 3

Cash $ 39,336 $ — $ —

Restricted Cash:

1 unchanged sentence

Total restricted cash 13,747 — —

Investments in marketable securities — 1,009

Interest rate swap — 1,075 —

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Contingent consideration — — 6,219

Embedded derivative of Series A Preferred Stock — — 885

Total liabilities $ 690 $ 376 $ 6,219

Interest Rate Swap

As discussed in “Note 13 – Interest Rate Swap,” as of October, 2025, the Company terminated the swap agreement.

As such, the following is only applicable for the year ended December 31, 2024.

The Company’s derivative financial instruments are measured at fair value on a recurring basis based on quoted market prices or using standard valuation models as described in “Note 13 – Interest Rate Swap” included in this Annual Report on Form 10-K.

3 unchanged sentences

The Company calculates the fair value of interest rate swap agreement quarterly based on the quoted market price for the same or similar financial instruments.

Embedded derivative of Legacy Bridger Series C Preferred Shares and Series A Preferred Stock

The Company identified a redemption feature of the Legacy Bridger Series C Preferred Shares that required bifurcation from the host instrument as an embedded derivative liability.

The embedded derivative was initially valued and remeasured using a “with-and-without” method.

The “with-and-without” methodology involved valuing the entire instrument both with and without the embedded derivative using a discounted cash flow approach.

Under this methodology, the difference in the estimated fair value between the instrument with the embedded derivative and the instrument without the embedded derivative represents the estimated fair value of the embedded derivative.

This valuation methodology is based on unobservable estimates and judgements, and therefore is classified as a Level 3 fair value measurement.

The significant unobservable input used in the estimated fair value measurement of the embedded derivative is the timing for which the Company may be in default of certain financing facilities that would require an increase of 2 % interest per annum to be accrued by the holders of the Legacy Bridger Series C Preferred Shares.

Commercial Paper and Investments in marketable securities

The fair values of the commercial paper and available-for-sale marketable securities are based on observable market prices, and therefore classified as a Level 2 fair value measurement.

Refer to “Note 4 – Cash Equivalents and Investment in Marketable Securities” included in this Annual Report on Form 10-K for additional details.

Warrant Liabilities

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Contingent Consideration

In connection with the Acquisitions, the Company is required to make contingent payments to the sellers based on the achievement of certain operational milestones, in the case of the Ignis Acquisition, and based on the achievement of certain earnout conditions, in the case of the FMS Acquisition.

The fair value of the liability for the contingent payments recognized upon the Acquisitions as part of the purchase accounting opening balance sheet totaled $ 6.2 million.

In connection with prior year acquisition activity, the Company is required to make contingent payments to the sellers based on the achievement of certain operational milestones or based on the achievement of certain earnout conditions.

The fair value of the liability for the contingent payments totaled $ 2.7 million and $ 6.2 million as of December 31, 2025 and 2024, respectively.

The fair value of the contingent consideration was determined using the Monte-Carlo simulation-based model discounted to present value.

Assumptions used in this calculation are equity volatility, estimated future stock prices and various probability factors, including management’s estimate of the likelihood of meeting certain operational milestones and earnout conditions in the case of the Ignis Acquisition and the FMS Acquisition, respectively.

The ultimate settlement of the contingent consideration could deviate from current estimates based on the actual results of these financial measures.

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

As of December 31, 2024, the Company did not have any significant assets or liabilities that were remeasured at fair value on a non-recurring basis in periods subsequent to initial recognition.

As of December 31, 2023, the Company recorded impairment charges of $ 2.4 million related to three of our Twin Commander aircraft and our two Aurora eVTOL Skiron drone aircraft.

Refer to “ Note 8 – Property, Plant and Equipment, Net ” included in this Annual Report on Form 10-K for additional details.

As of December 31, 2025 and 2024, the Company did not have any significant assets or liabilities that were remeasured at fair value on a non-recurring basis in periods subsequent to initial recognition.

NOTE 15 – LONG-TERM DEBT

Long-term debt consisted of the following:

As of December 31,

$s in thousands 2024 2023

Taxable industrial revenue bonds, dated July 21, 2022, 11.5 % interest rate, maturing September 1, 2027 1

$ 160,000 $ 160,000

Permanent loan agreement, dated October 1, 2020, greater of Prime + 1.5 % or 4.75 % interest rate, maturing October 1, 2035 2

17,604 18,457

Permanent loan agreement, dated August 21, 2020, greater of Prime + 1.5 % or 4.75 % interest rate, maturing August 21, 2035 2

17,532 18,391

Term loan agreement dated September 30, 2019, SOFR + 2.61448 % interest rate, maturing March 15, 2030 3

Term loan agreement dated February 3, 2020, SOFR + 2.61448 % interest rate, maturing February 3, 2027 4

Various term loan agreements, earliest start at September 9, 2021, 3.89 - 5.5 % interest rates, latest maturation on November 17, 2027

Loans payable 208,387 211,374

noncurrent debt issuance costs ( 2,746 ) ( 3,695 )

current debt issuance costs ( 1,002 ) ( 995 )

current portion of long-term debt, net of debt issuance costs ( 2,170 ) ( 2,099 )

Total long-term debt, net of debt issuance costs $ 202,469 $ 204,585

Series 2022 Bonds

On July 21, 2022, the Company closed on the Series 2022 Bonds, upon which the Company received aggregate proceeds of $ 135.0 million on July 21, 2022 and $ 25.0 million on August 10, 2022.

The proceeds were designated to redeem in full the 2021 Bonds and the Series A Preferred shares, to finance the construction and equipping of the Company’s third and fourth aircraft hangar in Belgrade, Montana and to fund the purchase of additional CL-415EAF aircraft.

The Series 2022 Bonds mature on September 1, 2027, with an annual interest rate of 11.5 % payable semiannually on March 1 and September 1 of each year, commencing on September 1, 2022.

The Series 2022 Bonds had a maturity date of September 1, 2027, with an annual interest rate of 11.5 % payable semiannually on March 1 and September 1 of each year, commencing on September 1, 2022.

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

The Series 2022 Bonds are subject to redemption or prepayment prior to maturity, as follows:

(a) optional redemption in whole or in part, on any day thereafter at par plus accrued interest, and on certain dates, a premium;

(b) mandatory redemption at par plus any premium applicable to optional redemptions and a 3 % premium if such redemptions are made prior to September 1, 2025, in whole or in part, in the event of the occurrence of certain events;

and (c) extraordinary redemption at par plus accrued interest due to the occurrence of certain casualty, condemnation, or other unexpected events.

Optional redemptions are subject to 3 %, 2 %, and 0 % premiums if redemptions are made on or after September 1, 2025, September 2026, and September 2027, respectively.

At the Company’s 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

2 In 2020, the Company entered into two separate credit facilities brokered through Live Oak Bank (“LOB”) and backed by the US Department of Agriculture for the completed purchase of the Company’s first two Viking CL-415EAF aircraft.

The Series 2022 Bonds were subject to optional redemption in whole or in part, at par plus accrued interest, and a 3 % premium if such redemptions are made after September 1, 2025.

At the Company’s direction, the Series 2022 Bonds were redeemed by Gallatin County on October 28, 2025.

UMB Bank (“UMB”)- UMB Loan (Aircraft Hangar)

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

Debt issuance costs for this loan were $ 0.1 million.

Live Oak Bank Credit Facilities (BAT 1 and BAT 2)

In 2020, the Company entered into two separate credit facilities brokered through Live Oak Bank (“LOB”) and backed by the US Department of Agriculture for the completed purchase of the Company’s first two CL-415EAF aircraft.

The Company issued two $ 19.0 million promissory notes to LOB, established as 15 -year maturity, first two years interest only payments monthly, then 13 -year term principal plus interest due monthly at the rate of the greater of prime plus 1.5 % or 4.75 % per annum.

1 unchanged sentence

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

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

Debt issuance costs for this loan were $ 0.1 million.

4 On February 3, 2020, the Company entered into a credit facility with CWB to finance in part the purchase of four Quest Kodiak aircraft.

October 2025 Refinancing

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

The Company incurred debt issuance costs of $ 4.9 million and lender fees of $ 4.2 million associated with the Credit Agreement.

The Company has drawn $ 210.0 million under the Initial Term Loans and $ 10.3 million under the DDTL, with $ 89.7 million remaining in borrowing capacity on the DDTL, as of December 31, 2025.

The Company has no t drawn on the Revolver as of December 31, 2025.

The proceeds from the refinancing, along with $ 9.3 million of restricted cash reserved for debt servicing on the Series 2022 Bonds were used to refinance existing debt, pay associated transaction costs and the 3 % prepayment penalty on the Series 2022 Bonds.

The proceeds were used to prepay in full the Series 2022 Bonds, the UMB loan, with a principal balance of $ 9.3 million, and the two credit facilities with Live Oak Bank with principal balances of $ 16.8 million and $ 16.9 million, respectively.

The Company evaluated the transaction under the guidance in ASC 470-50, Debt—Modifications and Extinguishments , and determined that the refinancing resulted in extinguishment accounting, as the Credit Agreement was entered into with a new lending group.

In connection with the repayment the Company incurred a loss on the extinguishment of debt of $ 7.8 million, which includes a $ 3.0 million write-off of unamortized debt issuance costs.

The loss was recorded as a loss on extinguishment of debt within “Other expense, net” in the condensed consolidated statements of operations for the year ended December 31, 2025.

2025 Credit Agreement

The Credit Agreement is secured by first-priority security interests in substantially all tangible and intangible assets, including aircraft, real property, and intellectual property of the Company and subsidiary guarantors.

The Credit Agreement requires annual prepayment from an Excess Cash Flow assessment, requiring prepayment of a percentage of annual excess cash flow, as defined within the Credit Agreement, with an assessment date beginning with the fiscal year ending December 31, 2026, and from certain asset sales above a specific threshold, with certain reinvestment provisions.

The Credit Agreement requires the Company to pay a prepayment premium on certain voluntary or mandatory prepayments of the term loans equal to (i) 3.0 % if repaid on or prior to the first anniversary of the closing date, (ii) 2.0 % if repaid after the first anniversary but on or prior to the second anniversary, and (iii) 1.0 % if repaid after the second anniversary but on or prior to the third anniversary.

After the third anniversary, no prepayment premium applies.

Typical events of default include nonpayment, covenant breach, insolvency, and cross-defaults, which may result in acceleration and obligation to pay all outstanding principal, accrued interest, and fees.

The Credit Agreement contains certain covenants, which include, but are not limited to, restrictions on indebtedness, liens, fundamental changes, restricted payments, asset sales, and investments, and places limits on various other payments.

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

The Credit Agreement is also subject to financial covenants requiring the Company to maintain (i) a Total Leverage Ratio not exceeding specified limits on various compliance dates, e.g., 7.00 x through December 31, 2026, decreasing to 6.00 x from March 31 2027 through December 31, 2027, decreasing to 5.50 x from March 31, 2028, onwards (generally calculated as the ratio of consolidated total debt outstanding (calculated as consolidated total debt net unrestricted cash) to consolidated adjusted EBITDA (calculated as per the terms of the credit agreement)) and (ii) a minimum operating cash flow of not less than $ 30.0 million (generally calculated as consolidated adjusted EBITDA (calculated as per the terms of the credit agreement) minus consolidated capitalized expenses (calculated as per the terms of the Credit agreement)).

The Company was in compliance with the financial covenants as of December 31, 2025 and management anticipates the Company will remain in compliance with the such covenants at future quarterly measurement periods during the next 12 months.

Initial Term Loans

The Initial Term Loans consist of an original principal of $ 210.0 million, maturing on October 28, 2030.

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

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

The Company elected the SOFR rate plus 6.00 % for the Initial Term Loans as of the commencement date.

The Initial Term Loans require quarterly principal payments equal to 0.25 % of the original principal amount, with the remaining outstanding balance payable at maturity.

Interest is payable at the end of the interest period, and any unpaid and accrued interest is due at the time of final repayment.

The Revolver provides for borrowings, repayments, and re-borrowings up to a total commitment of $ 21.5 million.

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

The Revolver matures on October 28, 2030.

The Revolver requires payment of a commitment fee of 0.50 % per annum based on the average daily amount of the unused Revolver.

The fee is payable quarterly in arrears on the last business day of March, June, September, and December.

Commitment fees totaled $ 19,000 for the year ended December 31, 2025 and are included in interest expense.

As of December 31, 2025, the Company has no t drawn on the Revolver.

The Company recorded $ 0.9 million of upfront fees and issuance costs allocated to the Revolver as a deferred asset.

The DDTL facility permits the Company to draw up to ten tranches, each in a minimum amount of $ 2.5 million and increments of $ 250,000 , subject to customary conditions, up to $ 100.0 million.

The DDTL will remain available until October 28, 2027.

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

The DDTL bears interest at the same rate options applicable to the Initial Term Loans.

The DDTL requires payment of a commitment fee of 1.00 % per annum based on the average daily amount of the unused DDTL Commitment.

The fee is payable quarterly in arrears on the last business day of March, June, September, and December.

Commitment fees totaled $ 0.2 million for the year ended December 31, 2025 and are included in interest expense.

On December 17, 2025, the Company drew $ 10.3 million from the DDTL, to fund the purchase of two Pilatus.

The Company has elected the SOFR rate plus 6.00 % for the DDTL as of the draw.

The Company recorded $ 3.8 million of upfront fees and issuance costs allocated to the DDTL as a deferred asset, of which $ 0.4 million were reclassified as a discount to the $ 10.3 million drawn.

The DDTL requires quarterly principal payments equal to 0.25 % of the original principal amount, with the remaining outstanding balance payable at maturity.

Interest is payable monthly, and any unpaid and accrued interest is due at the time of final repayment.

Other Indebtedness

UMB Loan - UMB Kodiak Aircraft

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

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

Debt issuance costs for this loan was $ 0.1 million.

The Series 2022 Bonds are subject to financial covenants requiring the Company to maintain a DSCR that exceeds 1.25 x commencing with the fiscal quarter ending December 31, 2023, operate in such a manner to produce gross revenues so as to be at all relevant times in compliance with the DSCR covenant and to maintain liquidity of $ 8.0 million in the form of unrestricted cash or investments (excluding margin accounts and retirement accounts) at all times and to be reported.

The Company is in compliance with the DSCR covenant as of 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.

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

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

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

These notes are also subject to financial covenants requiring the Company to maintain a Senior Leverage Ratio on a quarterly basis not to exceed 6.00 to 1.00 through Quarter 3, 2025 and 5.00 to 1.00 thereafter.

The UMB loan is subject to financial covenants requiring the Company to maintain a debt service coverage ratio, calculated as the ratio of adjusted EBITDA (as defined in the applicable note agreements) to the amount of interest and principal payments for the fiscal year ending on the compliance date, that exceeds 1.25 x for the Company.

This loan is also subject to financial covenants requiring the Company to maintain a Senior Leverage Ratio on a quarterly basis not to exceed 5.50 to 1.00 after Quarter 3, 2025 and thereafter.

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

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

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.

The Company maintains various other term loan agreements with aggregate outstanding principal balances not material to the consolidated financial statements.

These loans commenced as early as September 9, 2021, bear interest at fixed rates ranging from 3.89 % to 5.5 % per annum, and mature as late as November 17, 2027.

Debt Issuance Costs

Amortization of debt issuance costs was $ 1.1 million and $ 0.9 million for the years ended December 31, 2025 and 2024, respectively.

Unamortized debt issuance costs and original issue discounts are presented as a direct deduction from the carrying amount of the associated debt obligations in the balance sheet.

These costs are amortized to interest expense over the life of the related debt using the straight-line method, which approximates the effective interest method.

Pledged Assets

As of December 31, 2025, the Company pledged or restricted substantially all of the assets (consisting principally of including aircraft, real property, and intellectual property of the Company and subsidiary guarantors) as collateral for the outstanding debt related to the 2025 Credit Agreement.

Long-term debt consisted of the following:

As of December 31,

dollars in thousands

Series 2022 Bonds $ — $ 160,000

Live Oak Bank - BAT 1 — 17,532

Live Oak Bank - BAT 2 — 17,604

UMB Loan (Aircraft Hangar) — 9,822

Initial Term Loan 209,475 —

DDTL 10,224 —

UMB Loan (Kodiak Aircraft) 2,697 3,255

Loans payable 222,492 208,387

noncurrent debt issuance costs ( 7,276 ) ( 2,746 )

current debt issuance costs ( 1,910 ) ( 1,002 )

current portion of long-term debt, net of debt issuance costs ( 926 ) ( 2,170 )

Total long-term debt, net of debt issuance costs $ 212,380 $ 202,469

Principal maturities of the outstanding debt as of December 31, 2025 are as follows:

$ in thousands Maturities

Thereafter 30,043

dollars in thousands

Total $ 222,492

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The IBR is the rate of interest that a lessee would have to pay to borrow on a collateralized basis over a similar term an amount equal to the lease payments in a similar economic environment.

The determination of the IBR requires judgment and is derived from the Company’s weighted average cost of capital.

The determination of the IBR requires judgment and is determined based on the Company’s credit rating and term of the lease adjusted for the effects of collateral.

Sale-Leaseback Transaction

The Company completed a sale-leaseback transaction on October 28, 2025.

As such, we assessed the sale-leaseback arrangement to determine whether a sale has occurred under Accounting Standards Codification (“ASC”) Topic 606:

Revenue from Contracts with Customers (“ASC 606”), as well as assess whether the classification of the lease and/or the terms preclude sale accounting under ASC 842, Leases (“ASC 842”).

These assessments involve a determination of whether or not control of the underlying property has been transferred to the buyer.

If we determine control of the underlying property has been transferred to the buyer, we account for the arrangement as a sale and leaseback transaction.

If we determine control of the underlying property has not been transferred to the buyer, we account for the arrangement as a financing transaction.

The determination of the fair values of the properties related to our sale-leaseback arrangement requires subjectivity and estimates, including the use of valuation techniques and uncertain inputs, such as market price per square foot, where applicable.

The valuation method used was the depreciated cost method.

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.

On October 28, 2025, the Company closed on a sale-leaseback transaction with an unrelated third party.

Under this transaction the Company terminated and ultimately reassigned its previous ground leases with the Gallatin Airport Authority and sold three properties with a combined net book value of $ 30.0 million for gross proceeds of $ 49.3 million, which was reduced by transaction costs of $ 2.5 million for net cash proceeds of approximately $ 46.8 million.

The properties in the sale-leaseback transaction are comprised of three hangars located in Bozeman, MT, totaling approximately 120,000 square feet of hangar and office space.

The lease agreement has a stated ten-year term.

The lease includes an option to terminate after seven years without penalty and a five-year renewal option at the end of the initial term.

In determining the lease term for accounting purposes, the Company concluded it is reasonably certain not to exercise the termination option and therefore included the full ten-year stated term in the lease term.

The Company is not reasonably certain to exercise the renewal option, and accordingly, the renewal period is excluded from the lease term.

We recognized a gain of $ 16.9 million on this transaction, which is included in Gain on sale-leaseback transaction in Other income in the Consolidated Statements of Operations.

Right-of-use assets and lease liabilities recognized related to this sale-leaseback transaction were $ 28.0 million, respectively.

Components of the Company’s operating and finance lease assets and liabilities as of December 31, 2025 and 2024 are as follows:

As of December 31,

$s in thousands Financial Statement Line Item 2024 2023

dollars in thousands

Financial Statement Line Item 2025 2024

Operating lease right-of-use asset Other noncurrent assets $ 31,416 $ 7,951

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Finance lease right-of-use liabilities (non-current) Accrued expenses and other noncurrent liabilities 73 26

The Company leases various property and premises on a short-term basis and leases some of its premises under non-cancelable operating leases that expire on various dates through January 2052.

The Company leases various property and premises on a short-term basis and leases some of its premises under non-cancelable operating leases that expire on various dates through October 2035.

The Company recorded $ 3.5 million and $ 2.1 million of expenses associated with these operating leases in Cost of Revenues and Selling, general and administrative expense in the Consolidated Statements of Operations for the years ended December 31, 2025 and 2024.

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Year Ended December 31,

$s in thousands 2024 2023

dollars in thousands

Cash paid for amounts included in the measurement of lease liabilities:

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Operating lease from purchase consideration of FMS acquisition — 1,016

Finance leases 69 —

As of December 31, 2025, future minimum lease payments are as follows:

$s in thousands Operating Leases Finance Leases

dollars in thousands

Operating Leases Finance Leases

Year Ending December 31:

2026 $ 4,723 $ 32

2027 4,713 31

2028 4,545 31

2029 4,662 22

Thereafter 22,086 —

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The Company has the right, but not the obligation, to acquire each plane as it is ready to be contracted and returned to service.

In the event that the Company does not purchase the aircraft within the time periods set forth in the agreements, then either party may initiate a sales process for the sale of all aircraft that have not been purchased by the Company, which sales process the Company will oversee and manage.

If the aircraft are sold to a third party through such process, then the Company must pay the MAB’s subsidiary a cash fee equal to the amount, if any, by which the aggregate price of the Company’s purchase options for such aircraft exceeds the consideration paid by the third-party purchaser for the same aircraft, not to exceed $ 15.0 million in aggregate.

In the event that Bridger does not purchase the aircraft within the time periods set forth in the agreements, then either party may initiate a sales process for the sale of all aircraft that have not been purchased by the Company, which sales process the Company will oversee and manage.

If the aircraft are sold to a third party through such process, then the Company must pay MAB’s subsidiary a cash fee equal to the amount, if any, by which the aggregate price of the Company’s purchase options for such aircraft exceeds the consideration paid by the third-party purchaser for the same aircraft, not to exceed $ 15.0 million in aggregate.

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.

NOTE 18 – MEZZANINE EQUITY

Legacy Bridger Series C Preferred Shares

On April 25, 2022, Legacy Bridger 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.

The Legacy Bridger Series C Preferred Shares ranked senior to Legacy Bridger’s common shares and ranked subordinate to Legacy Bridger Series A Preferred Shares, which were later redeemed in 2022, with respect to the distribution of assets upon liquidation or certain triggering events.

The Legacy Bridger Series C Preferred Shares did not participate in earnings of Legacy Bridger and were non-voting shares.

Prior to the consummation of the qualified public offering, the 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 and were compounded semi-annually at June 30th and December 31st of each year.

Following the consummation of a qualified public offering, the Legacy Bridger Series C Preferred Shares were to accrue interest daily at 7 % per annum for the first 6 years, 9 % per annum for the seventh year and 11 % per annum thereafter, compounded semi-annually.

Upon the Closing, Legacy Bridger surrendered and exchanged all 315,789.473684 issued and outstanding Legacy Bridger Series C Preferred Shares into 315,789.473684 shares of Series A Preferred Stock.

The Company’s Certificate of Incorporation included provisions of the Legacy Bridger Series C Preferred Shares that were already in effect prior to the consummation of the Reverse Recapitalization.

As a result of the Reverse Recapitalization, the maximum redemption value of the Company’s Series A Preferred Stock changed to approximately $ 332.7 million and excluded the 50 % multiplier which had historically been included in the maximum redemption value of Legacy Bridger Series C Preferred Shares.

The Legacy Bridger Series C Preferred Shares were convertible at the election of the holder into shares of Legacy Bridger’s Class B common shares after the occurrence of certain specified events, including after a qualified public offering, without the payment of additional consideration by the holder into such number of Legacy Bridger Class B common stock as determined by dividing the original issue price, plus accrued interest by a conversion price in effect at the time of conversion.

The conversion price of Legacy Bridger Series C Preferred Shares was initially equal to $ 12.929104 .

The applicable conversion price was subject to future adjustments upon the occurrence of a qualified public offering.

The Legacy Bridger Series C Preferred Shares were mandatorily redeemable by Legacy Bridger on April 25, 2032 at an amount dependent on whether the redemption occurs prior or following a qualified public offering.

If the mandatory redemption occurs prior to the consummation of a qualified public offering, the redemption amount was equal to the stated value, plus the initial issue price multiplied by 50 %, plus accrued but unpaid interest.

If the mandatory redemption occurs following the consummation of a qualified public offering, the redemption amount was equal to the stated value, plus accrued but unpaid interest.

The Legacy Bridger Series C Preferred Shares were also redeemable upon certain triggering events outside of the control of Legacy Bridger.

The redemption events include redemption by the holder after March 29, 2027 and prior to a qualified public offering, or a fundamental change in Legacy Bridger’s voting and governance structure such as the sale of Legacy Bridger or its subsidiaries representing more than 50 % of Legacy Bridger’s voting stock or a similar liquidity event.

Given the conversion feature is considered substantive, the mandatory redemption date is not certain and the optional redemption is upon the occurrence of certain events that is considered not solely within Legacy Bridger’s control, the Legacy Bridger Series C Preferred Shares are classified as mezzanine equity.

As of December 31, 2022, it was probable that the Legacy Bridger Series C Preferred Shares may become redeemable at either the holder’s option on or after March 29, 2027 and prior to the consummation of a qualified public offering or in the event of a qualified public offering.

The Company elected to recognize changes in redemption value immediately, adjusting the Legacy Bridger Series C Preferred Shares to the maximum redemption value at each reporting date.

As of December 31, 2022, the Legacy Bridger Series C Preferred Shares were carried at their redemption value of $ 489.0 million.

Series A Preferred Stock

The Series A Preferred Stock are convertible at the election of the holders into shares of Common Stock, without the payment of additional consideration by the holders into such number of shares of Common Stock as determined by dividing the original issue price, plus accrued interest by a conversion price equal to $ 11.00 per share at the time of conversion.

The Company’s Series A Preferred Stock are convertible at the election of the holders into shares of Common Stock, without the payment of additional consideration by the holders into such number of shares of Common Stock as determined by dividing the original issue price, plus accrued interest by a conversion price equal to $ 11.00 per share at the time of conversion.

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

Accrued interest recorded for the Series A Preferred Stock was $ 25.3 million and $ 22.2 million during the years ended December 31, 2024 and 2023, respectively.

Shares of Series A Preferred Stock are also redeemable upon certain triggering events outside of the control of the Company.

The triggering events include redemption by the holder on or after April 25, 2027, or 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.

Accrued interest for the Series A Preferred Stock was $ 27.1 million and $ 25.3 million during the years ended December 31, 2025 and 2024, respectively.

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

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

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

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Refer to table below.

As of December 31, 2024 and 2023, the fair value of the embedded derivative related to the event of default is zero and $ 0.9 million, respectively, recorded in Accrued expenses and other current liabilities on the Consolidated Balance Sheets and remeasured to fair value at each balance sheet date with changes in fair value recorded within Interest expense on the Consolidated Statements of Operations.

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

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

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

Additionally, the reduction of the conversion price from $ 12.90 per share to $ 11.00 per share triggered a down round conversion feature embedded in the Series A Preferred Stock upon Closing.

The Company recognized the value of the effect of a down round feature as a deemed dividend, decreasing (Loss) earnings attributable to Common Stockholders in the computation of (Loss) earnings per share by zero and $ 48.3 million for the years ended December 31, 2024 and 2023, respectively.

As of December 31, 2024 and 2023, there are zero and 32,258,180 shares of Common Stock issuable upon conversion, respectively.

Redeemable Series A Preferred Stock

$s in thousands Shares Amounts

Issued as of closing date 315,789.473684 $ 354,840

Adjustment to maximum redemption value — 25,339

dollars in thousands

Shares Amounts

Balance as of December 31, 2024 315,789.473684 $ 380,179

Redeemable Series A Preferred Stock

$s in thousands Shares Amounts

Issued as of closing date 315,789.473684 $ 332,659

Adjustment to maximum redemption value — 22,181

Adjustment to maximum redemptions value — 27,078

Balance as of December 31, 2025 315,789.473684 $ 407,257

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

Adjustment to maximum redemptions value — 25,339

Balance as of December 31, 2024 315,789.473684 $ 380,179

NOTE 19 – STOCKHOLDERS’ DEFICIT

Bridger Common Stock

In connection with the Reverse Recapitalization, the Company issued 43,769,290 shares of Common Stock, of which 39,081,744 shares were issued to Legacy Bridger Common shareholders, 2,084,357 shares were issued to the public shareholders of JCIC and 2,603,189 shares were issued to JCIC Sponsor and independent directors of JCIC upon Closing.

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

RSU activity for the period from January 1, 2023 to December 31, 2024 is as follows:

Awards Weighted

RSU activity for the years ended December 31, 2025 and 2024 is as follows:

Number of Awards Weighted average grant date fair value

Outstanding as of December 31, 2024 4,472,950 $ 6.94

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Outstanding as of December 31, 2025 5,526,665 $ 5.06

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

Granted 1,682,538 4.47

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2025 At-the-Market (“ATM”) Offering

On January 26, 2024, the Company entered into a sales agreement (“2024 ATM Agreement”) with Stifel, Nicolaus & Company, Incorporated (“Stifel”) and Virtu Americas LLC (together with Stifel, the “Agents”) under which we could offer and sell, from time to time, shares of our Common Stock having an aggregate offering price of up to $ 100.0 million through the Agents in negotiated transactions that are deemed to be an “at the market offering.”

The offering was registered under the Securities Act, pursuant to our shelf registration statement on Form S-3 (Registration Statement No.

333-276721), as previously filed with the Securities and Exchange Commission (“SEC”) and declared effective on February 6, 2024.

We filed a prospectus supplement, dated February 6, 2024, with the SEC that provides for the sale of shares of Common Stock having an aggregate offering price of up to approximately $ 22.2 million.

We filed a prospectus supplement, dated April 16, 2024, with the SEC that reduces the amount of potential shares of Common Stock that may be sold under our shelf registration statement on Form S-3 (Registration Statement No.

333-276721) to shares having an aggregate offering price of up to approximately $ 5.9 million (“2024 ATM Shares”).

On March 18, 2025, the Company entered into a sales agreement (“2025 ATM Agreement”) with Stifel, Nicolaus & Company, Incorporated (“Stifel”) and Canaccord Genuity LLC (together with Stifel, the “2025 Agents”) under which we may offer and sell, from time to time, shares of our Common Stock (the “2025 ATM Shares”) having an aggregate offering price of up to $ 100.0 million through the 2025 Agents in negotiated transactions that are deemed to be an “at the market offering” (the “2025 ATM Offering”).

The ATM offering was registered under the Securities Act, pursuant to our shelf registration statement on Form S-3 (Registration Statement No.

333-276721), as previously filed with the SEC and declared effective on February 6, 2024, under which the Company filed a new prospectus supplement with the SEC with respect to the 2025 ATM Offering on March 19, 2025.

Under the 2025 ATM Agreement, the 2025 Agents may sell the 2025 ATM Shares 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 the 2025 ATM Shares or in negotiated transactions at market prices prevailing at the time of sale or at prices related to such prevailing market prices.

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

During the year ended December 31, 2025, the Company did not sell any shares of Common Stock under the 2025 ATM Agreement.

2024 ATM Offering

On January 26, 2024, the Company entered into a sales agreement (“2024 ATM Agreement”) with Stifel and Virtu Americas LLC (together with Stifel, the “Agents”) under which we could offer and sell, from time to time, shares of our Common Stock having an aggregate offering price of up to $ 100.0 million through the Agents in negotiated transactions that are deemed to be an “at the market offering.”

The offering was registered under the Securities Act, pursuant to our shelf registration statement on Form S-3 (Registration Statement No.

333-276721), as previously filed with the Securities and Exchange Commission (“SEC”) and declared effective on February 6, 2024.

We filed a prospectus supplement, dated February 6, 2024, with the SEC that provides for the sale of shares of Common Stock having an aggregate offering price of up to approximately $ 22.2 million.

333-276721) to shares having an aggregate offering price of up to approximately $ 5.9 million (“2024 ATM Shares”).

Under the 2024 ATM Agreement, the Agents may sell the 2024 ATM Shares 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 the 2024 ATM Shares or in negotiated transactions at market prices prevailing at the time of sale or at prices related to such prevailing market prices.

Actual sales will depend on a variety of factors to be determined by the Company from time to time, including, among other things, market conditions, the trading price of the Common Stock, capital needs and determinations by the Company of the appropriate sources of funding for the Company.

The Company was not obligated to make any sales of the 2024 ATM Shares under the 2024 ATM Agreement.

The offering of the 2024 ATM Shares pursuant to the 2024 ATM Agreement was terminated in connection with the 2025 ATM Agreement.

During the year ended December 31, 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, net of fees of $ 5,000 under the 2024 ATM Agreement.

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NOTE 20 – RELATED PARTY TRANSACTIONS

For the years ended December 31, 2024 and 2023, the Company incurred $ 0.9 million and $ 0.5 million, respectively, in training expenses provided by an entity in which Mr.

Timothy Sheehy, the Company’s founder and former Chief Executive Officer, President, and director, has a partial ownership, with $ 0.1 million in related outstanding accounts payable as of December 31, 2024 and 2023.

For the years ended December 31, 2024 and 2023, the Company earned $ 0.2 million and $ 0.1 million, respectively, in revenues related to charter rentals of the Company’s aircraft by the U.S.

During the year ended December 31, 2025, the Company engaged Venable LLP, a law firm at which Dean Heller, a member of our Board of Directors, serves as a Senior Policy Advisor, for corporate litigation and regulatory compliance services.

Heller recused himself from all related approval discussions.

The aggregate fees paid totaled approximately $ 0.4 million for the year ended December 31, 2025.

The Company had approximately $ 0.4 million in Accrued expenses related to professional services as of December 31, 2025.

As of May 28, 2025, Mr.

Timothy Sheehy, the Company’s founder and former Chief Executive Officer, President and director, has placed his ownership interests in the Company into an independently managed blind trust.

Blind trusts are governed by legal agreements that assign full investment and voting discretion to independent trustees who are neither affiliated with the Company nor under the influence or control of the beneficiaries.

In accordance with ASC 850, the Company evaluated whether the beneficiaries of the blind trusts retain the ability to exercise significant influence over the Company through their ownership or other means.

Based on the structure of the blind trusts, including the absence of decision-making authority or access to information regarding trust-held assets, management has concluded that such trusts do not meet the criteria of a related party under GAAP.

Accordingly, no related party transactions or balances were identified with respect to these blind trusts after the transfer date.

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

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

Timothy Sheehy has partial ownership, of $ 0.6 million and $ 0.9 million for the years ended December 31, 2025 and 2024, respectively, and zero and $ 0.1 million in related outstanding accounts payable as of December 31, 2025 and 2024, respectively.

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

Senate campaign of Mr.

Timothy Sheehy.

For the year ended December 31, 2023, the Company earned $ 0.4 million in revenues from services performed on an aircraft under the ownership of Mr.

Timothy Sheehy, the Company’s prior Chief Executive Officer.

Timothy Sheehy of zero and $ 0.2 million for the years ended December 31, 2025 and 2024, respectively.

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

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Avenue Investor holds approximately 10 % of Bridger’s outstanding convertible Series A Preferred Stock which represents approximately 6.6 % interest in BAER Common Stock on a fully diluted basis.

On July 10, 2023, the Company entered into two operating lease agreements, each for a Pilatus PC-12 under the ownership of Mr.

On July 10, 2023, the Company entered into two operating lease agreements, each for a Pilatus under the ownership of Mr.

Timothy Sheehy.

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

The Company related party lease expense of approximately $ 0.7 million and $ 1.7 million for the years ended December 31, 2025 and 2024, respectively.

The Company incurred approximately $ 1.7 million and $ 0.8 million in lease expense for year ended December 31, 2024 and 2023, respectively, associated with the two related party leases.

On July 21, 2022, the Company closed on the Series 2022 Bonds, upon which the Company received from aggregate proceeds of $ 135.0 million on July 21, 2022 and $ 25.0 million on August 10, 2022.

On July 21, 2022, the Company closed on the Series 2022 Bonds, upon which the Company received aggregate proceeds of $ 135.0 million on July 21, 2022 and $ 25.0 million on August 10, 2022.

In connection with the original issuance, three senior executives of the Company purchased approximately $ 10.0 million of the Series 2022 Bonds, which purchases were entered into on an arm’s length basis during the public offering for the Series 2022 Bonds, and on the same terms and conditions that were offered to all Bond purchasers.

One of the related parties of the Company left the Company during the period ended June 30, 2024 and was no longer deemed a related party following his departure.

The two other related parties of the Company disposed of their holdings as of October 1, 2024, and as such, held none of the Series 2022 Bonds as of December 31, 2024.

The Company accrued approximately zero and $ 0.4 million in interest for these bond holders as of December 31, 2024 and 2023, respectively.

The Company has paid approximately $ 1.1 million and $ 1.2 million in interest to these bond holders during the years ended December 31, 2024 and 2023, respectively, and incurred $ 0.8 million and $ 1.2 million in interest expense for the years ended December 31, 2024 and 2023, respectively.

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

The Company paid approximately $ 1.1 million in interest to these bond holders during the year ended December 31, 2024, respectively.

Refer to “Note 15 – Long-Term Debt” included in this Annual Report on Form 10-K for additional information on the Series 2022 Bonds.

NOTE 21 – INCOME TAXES

The components of our loss before income taxes for the years ended December 31, 2024 and 2023, are as follows:

The components of our income (loss) before income taxes for the years ended December 31, 2025 and 2024, are as follows:

For the Years Ended December 31,

$s in thousands 2024 2023

dollars in thousands 2025 2024

Domestic $ 3,199 $ ( 15,566 )

Foreign 726 ( 763 )

Loss before income taxes $ ( 16,329 ) $ ( 77,660 )

Income (loss) before income taxes $ 3,925 $ ( 16,329 )

The components of the current tax provision and deferred tax benefit for the years ended December 31, 2025 and 2024, are as follows:

For the Years Ended December 31,

$s in thousands 2024 2023

dollars in thousands 2025 2024

Current tax provision:

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State and local — 127

Foreign ( 373 ) —

Total deferred tax benefit $ ( 373 ) $ ( 1,142 )

Income tax benefit $ ( 215 ) $ ( 762 )

The reconciliation between the statutory federal income tax rate and the effective income tax rate for the years ended December 31, 2024 and 2023, are as follows:

For the Years Ended December 31,

Effective rate of tax ( 5.5 ) % 4.7 %

Effective Rate Reconciliation

The reconciliation between the statutory federal income tax rate and the effective income tax rate for the year ended December 31, 2025, are as follows:

dollars in thousands 2025

Income tax - at US statutory tax rate $ 824 21.0 %

State and local taxes - net of federal 1

Foreign tax effects

Stock Based Compensation ( 651 ) ( 16.6 ) %

Other ( 2 ) ( 0.1 ) %

Nontaxable or nondeductible items

Stock Based Compensation 1,183 30.1 %

Warrant Mark-to-Market Adjustment 895 22.8 %

Contingent Liability ( 480 ) ( 12.2 ) %

Other ( 38 ) ( 1.0 ) %

Changes in valuation allowance ( 2,116 ) ( 53.9 ) %

Deferred Remeasurement ( 56 ) ( 1.4 ) %

Effective rate of tax $ ( 215 ) ( 5.5 ) %

1 State taxes in Alabama made up the majority (greater than 50 percent) of the tax effect in this category .

The reconciliation between the statutory federal income tax rate and the effective income tax rate for the years ended December 31, 2024, are as follows:

Income tax - at U.S.

statutory tax rate 21.0 %

Warrant mark-to-market adjustment 5.8 % — %

State and local taxes - net of federal 4.9 %

Return to provision ( 1.6 ) % — %

Stock-based compensation ( 34.5 ) %

Warrant mark-to-market adjustment 5.8 %

Valuation allowance 10.9 %

Return to provision ( 1.6 ) %

Other ( 1.8 ) %

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In addition to the US federal statutory income tax rate, significant recurring items that affect the Company’s income tax rate are state and local income taxes, nondeductible officer compensation, and change in valuation allowance recognition.

Deferred tax assets and liabilities

The components of the total net deferred tax assets and liabilities as of December 31, 2025 and 2024, consisted of the following:

As of December 31,

$s in thousands 2024 2023

dollars in thousands 2025 2024

Deferred tax assets:

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Deferred tax liabilities:

Intangibles - Ignis ( 1,190 ) ( 342 )

Intangibles ( 1,507 ) ( 1,190 )

Total deferred tax liabilities ( 1,507 ) ( 1,190 )

Net deferred tax assets (liabilities) $ — $ —

Net deferred tax assets $ 373 $ —

Income taxes paid

The components of the income taxes paid as of December 31, 2025, consisted of the following:

dollars in thousands 2025

Total Income Taxes Paid $ 430

The total deferred tax liability presented in the financial statements as of December 31, 2025 is subject to certain significant estimates.

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This is highly subjective in nature and may materially change within the next 12 months.

As of December 31, 2024, the Company had $ 95.6 million of federal net operating loss carryforwards available, and all have an unlimited carryforward period.

As of December 31, 2025, the Company had tax effected federal net operating loss carryforwards of $ 21.9 million available, and all have an unlimited carryforward period.

Future federal NOL utilization is limited to 80% of taxable income on an annual basis.

As of December 31, 2024, the Company had $ 95.6 million of state net operating loss carryforwards available.

If not utilized, the state net operating loss carryforwards will expire at various dates beginning in 2033.

As of December 31, 2024, the Company had $ 44.8 million of interest expense limitation available, and all of the limitation has an unlimited carryforward period.

As of December 31, 2025, the Company had $ 4.7 million of tax-effected state net operating loss carryforwards available.

If not utilized, the state NOL carryforwards will expire at various dates beginning in 2033.

As of December 31, 2025, the Company had $ 12.4 million of tax-effected interest expense limitation available, and all of the limitation has an unlimited carryforward period.

Future interest expense utilization is limited to 30% of taxable income on an annual basis.

The Company records interest and penalties through income tax expense relating to uncertain tax positions.

As of December 31, 2024 and 2023, the Company has not recognized any liabilities for uncertain tax positions nor has the Company accrued interest and penalties related to uncertain tax positions.

As of December 31, 2025, the Company has not recognized any liabilities for uncertain tax positions nor has the Company accrued interest and penalties related to uncertain tax positions.

The Company’s federal, state and foreign income tax returns are subject to audit.

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Due to uncertainty regarding future utilization, a valuation allowance has been recorded in respect of all federal and state deferred tax assets, inclusive of federal and state net operating loss carryforwards and state credit carryforwards.

Management’s determined that it is more likely than not that the benefit of such loss and credit carryforwards will not be fully realized.

The Company has a valuation allowance of $ 49.7 million and $ 51.5 million as of December 31, 2024 and 2023, respectively.

Management determined that it is more likely than not that the benefit of such loss and credit carryforwards will not be fully realized.

The Company recorded a valuation allowance of $ 45.8 million and $ 49.7 million as of December 31, 2025 and 2024, respectively.

The valuation allowance decreased by $ 3.9 million.

NOTE 22 – (LOSS) EARNINGS PER SHARE

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

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

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

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

(Loss) earnings per share calculations for all periods prior to the Closing have been retrospectively adjusted by the Exchange Ratio for the equivalent number of shares outstanding immediately after the Closing to effect the reverse recapitalization.

Subsequent to the Closing, (Loss) earnings per share is calculated based on the Weighted average Common Stock outstanding.

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

NOTE 22 – LOSS PER SHARE

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

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

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

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

Loss per share calculations for all periods prior to the Closing have been retrospectively adjusted by the Exchange Ratio for the equivalent number of shares outstanding immediately after the Closing to effect the Reverse Recapitalization.

Subsequent to the Closing, Loss per share is calculated based on the Weighted average Common Stock outstanding.

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

For the years ended December 31,

($s in thousands, except per share amounts) 2024 2023

Net loss $ ( 15,567 ) $ ( 77,358 )

Adjustments to Net loss:

Series A Preferred Stock—adjustment for deemed dividend upon Closing — ( 48,300 )

Series A Preferred Stock—adjustment to eliminate 50% multiplier — 156,363

(dollars in thousands, except per share amounts)

Net income (loss) $ 4,140 $ ( 15,567 )

Adjustments to Net Income (loss):

Series A Preferred Stock—adjustment to maximum redemptions value ( 27,078 ) ( 25,339 )

(Loss) earnings attributable to Common stockholders – basic $ ( 40,906 ) $ 8,524

Change in fair value of embedded derivative — 155

Dilutive adjustments to (Loss) earnings attributable to Common stockholders - basic — ( 85,882 )

Loss attributable to Common stockholders – diluted $ ( 40,906 ) $ ( 77,203 )

Weighted average Common Stock outstanding - basic 50,524,996 45,269,201

Weighted average effect of dilutive securities:

Series A Preferred Stock — 32,258,180

Weighted average Common Stock outstanding - diluted 50,524,996 77,527,381

(Loss) earnings per share – basic $ ( 0.81 ) $ 0.19

Loss per share – diluted $ ( 0.81 ) $ ( 1.00 )

Loss attributable to Common stockholders – basic and diluted $ ( 22,938 ) $ ( 40,906 )

Weighted average Common Stock outstanding - basic and diluted 54,283,410 50,524,996

Loss per share – basic and diluted $ ( 0.42 ) $ ( 0.81 )

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

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The Company’s Chief Executive Officer is the Company’s Chief Operating Decision Maker (“CODM”), who reviews the financial performance of the Company on a consolidated basis.

The CODM uses consolidated revenues and Adjusted EBITDA to assess financial performance and allocate resources.

The CODM uses consolidated revenues, income (loss) before income taxes and Adjusted EBITDA to assess financial performance and allocate resources.

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

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

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For the years ended December 31,

($s in thousands) 2024 2023

Revenues $ 98,613 $ 66,708

dollars in thousands

$ 122,830 $ 98,613

Cost of revenues:

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Gross income 51,683 41,138

Depreciation and amortization 17,451 11,089

Selling, general and administrative expense

Operating income (loss) 5,318 ( 57,495 )

Interest income 191 1,637

36,283 35,820

Interest expense

23,263 23,714

Other income 11,788 2,067

Loss before income taxes ( 16,329 ) ( 77,660 )

Income (loss) before income taxes 3,925 ( 16,329 )

Income tax benefit 215 762

Net loss $ ( 15,567 ) $ ( 77,358 )

Net income (loss) $ 4,140 $ ( 15,567 )

See the Consolidated Financial Statements for other financial information regarding the Company’s operating segment.

The CODM evaluates the Company’s financial performance based on key metrics, including revenue growth, operating income, and Adjusted EBITDA.

These metrics are reviewed regularly to assess the efficiency and profitability of the Company’s operations.

Total United States revenues were $ 108.8 million and $ 88.5 million for the years ended December 31, 2025 and 2024, respectively.

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

The Company had three customers who individually accounted for 66 %, 11 %, and 10 % of total revenues for the year ended December 31, 2025, and two customers who individually accounted for 61 % and 12 % of total revenues for the year ended December 31, 2024.

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

As of December 31,

($s in thousands) 2024 2023

dollars in thousands 2025 2024

United States $ 198,301 $ 190,560

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NOTE 24 – SUBSEQUENT EVENTS

Management has evaluated the impact of events occurring after December 31, 2024 up to the date of issuance of these Consolidated Financial Statements, and these statements contain all necessary adjustments and disclosures resulting from that evaluation.

On January 29, 2025, the Company sold two of its Twin Commanders for $ 0.9 million.

Management has evaluated subsequent events and transactions that occurred after December 31, 2025 up to the date of issuance of these Consolidated Financial Statements.

On March 3, 2026, the Company entered into a purchase agreement for a King Air aircraft of $ 11.4 million.

The aircraft is expected to be delivered in 2027.

CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE.

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 8. Financial Statements and Supplementary Data