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Item 1. Financial Statements

2026-05-08 compared with 2025-11-07 · 463 added, 513 removed, 616 unchanged (61% of the section changed)

2 unchanged sentences

CONDENSED CONSOLIDATED BALANCE SHEETS

(In thousands, except per share amounts)

September 30, 2025 As of

December 31, 2024

(dollars in thousands, except par value amounts)

As of March 31, 2026 As of December 31, 2025

Current assets:

Cash and cash equivalents $ 9,000 $ 31,381

Restricted cash 9,257 13,747

Accounts receivable 6,838 3,190

6 unchanged sentences

Other noncurrent assets 46,349 44,362

16,204 16,406

Total assets $ 314,371 $ 330,306

14 unchanged sentences

Series A Preferred Stock, $ 0.0001 par value;

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

315,789.473684 shares authorized, issued and outstanding at March 31, 2026 and December 31, 2025

414,285 407,257

2 unchanged sentences

1,000,000,000 shares authorized;

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

57,528,748 shares issued and outstanding at March 31, 2026;

55,894,663 shares issued and outstanding at December 31, 2025

1 unchanged sentence

Accumulated deficit ( 456,403 ) ( 425,099 )

Accumulated other comprehensive income 563 1,036

Accumulated other comprehensive (loss) income ( 1,071 ) 187

Total stockholders’ deficit ( 380,118 ) ( 342,591 )

Total liabilities, mezzanine equity and stockholders’ deficit $ 314,371 $ 330,306

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

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

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

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

1 Includes related party accounts payable of $ 0.3 million and zero as of March 31, 2026 and December 31, 2025, respectively.

2 Includes related party accrued expenses of zero and $ 0.4 million as of March 31, 2026 and December 31, 2025, respectively.

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

1 unchanged sentence

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(In thousands, except per share amounts)

For the Three Months Ended

September 30, For the Nine Months Ended September 30,

2025 2024 2025 2024

$ 67,886 $ 64,507 $ 114,283 $ 83,028

(dollars in thousands, except per share amounts)

For the three months ended March 31,

Revenues $ 8,512 $ 15,646

Cost of revenues:

2 unchanged sentences

Total cost of revenues 17,048 17,207

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

Gross loss ( 8,536 ) ( 1,561 )

Selling, general and administrative expense 2

( 16,730 ) ( 8,590 )

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

Interest expense ( 6,150 ) ( 5,735 )

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

Other income 140 599

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

Income tax benefit 840 — 407 470

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

Loss before income taxes ( 31,276 ) ( 15,287 )

Income tax expense ( 28 ) ( 251 )

Net loss $ ( 31,304 ) $ ( 15,538 )

Series A Preferred Stock - adjustment to maximum redemptions value ( 7,028 ) ( 6,561 )

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

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

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

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

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

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

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

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

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

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

Loss attributable to Common stockholders - basic and diluted $ ( 38,332 ) $ ( 22,099 )

Loss per share - basic and diluted $ ( 0.69 ) $ ( 0.41 )

Weighted average Common Stock outstanding - basic and diluted 55,289,231 53,814,596

1 Includes related party cost of revenues of zero and $ 1.0 million for the three months ended March 31, 2026 and 2025, respectively.

2 Includes related party selling, general and administrative expense of $ 0.3 million and zero for the three months ended March 31, 2026 and 2025, respectively.

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

BRIDGER AEROSPACE GROUP HOLDINGS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

(In thousands)

For the Three Months Ended

September 30, For the Nine Months Ended September 30,

2025 2024 2025 2024

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

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS

(dollars in thousands)

For the three months ended March 31,

Net loss $ ( 31,304 ) $ ( 15,538 )

Other comprehensive loss, net of tax:

1 unchanged sentence

Unrealized loss on derivative instruments — ( 184 )

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

Total other comprehensive loss, net of tax ( 1,258 ) ( 216 )

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

Comprehensive loss $ ( 32,562 ) $ ( 15,754 )

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

1 unchanged sentence

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ DEFICIT

For the Nine Months Ended September 30, 2025

(In thousands, except share amounts)

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

(dollars in thousands, except share value amounts)

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

Share Value Share Value

2 unchanged sentences

Foreign currency translation adjustment — — — — — — ( 1,258 ) ( 1,258 )

Unrealized loss on derivative instruments — — — — — — ( 184 ) ( 184 )

Series A Preferred Stock adjustment to maximum redemptions value — 7,028 — — ( 7,028 ) — — ( 7,028 )

Repurchased shares for tax withholding — — ( 265,743 ) — ( 520 ) — — ( 520 )

Issuance of Common Shares upon settlement of liability-classified award — — 407,497 — 883 — — 883

Issuance of Restricted Common Stock — — 303,890 — — — — —

Stock-based compensation — — 1,188,421 — 1,700 — — 1,700

Balance at March 31, 2026 315,789 $ 414,285 57,528,748 $ 6 $ 77,350 $ ( 456,403 ) $ ( 1,071 ) $ ( 380,118 )

Net income — — — — — 308 — 308

Foreign currency translation adjustment — — — — — — ( 63 ) ( 63 )

Unrealized loss on derivative instruments — — — — — — ( 127 ) ( 127 )

Series A Preferred Stock adjustment to maximum redemptions value — 6,636 — — ( 6,636 ) — — ( 6,636 )

Common Stock issued related to Ignis Acquisition — — 617,189 — 1,191 — — 1,191

Repurchased shares for tax withholding — — ( 16,909 ) — ( 32 ) — — ( 32 )

Stock-based compensation — — 148,550 — 1,737 — — 1,737

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

Net income — — — — — 34,519 — 34,519

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

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

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

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

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

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

BRIDGER AEROSPACE GROUP HOLDINGS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ DEFICIT

For the Nine Months Ended September 30, 2024

(In thousands, except share 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, 2024 315,789 $ 380,179 54,209,388 $ 6 $ 101,495 $ ( 429,239 ) $ 1,036 $ ( 326,702 )

Net loss — — — — — ( 15,538 ) — ( 15,538 )

Unrealized gain on derivative instruments — — — — — — 116 116

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

Series A Preferred Stock adjustment to maximum redemptions value — 6,189 — — ( 6,189 ) — — ( 6,189 )

Sales of Common Stock through the at-the-market offering — — 33,798 — 168 — — 168

Costs related to the at-the-market offering — — — — ( 670 ) — — ( 670 )

Stock-based compensation — — 31,863 — 5,873 — — 5,873

Balance at March 31, 2024 315,789 $ 361,029 47,266,165 $ 5 $ 83,953 $ ( 433,759 ) $ 1,133 $ ( 348,668 )

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

Foreign currency translation adjustment — — — — — — ( 32 ) ( 32 )

Unrealized loss on derivative instruments — — — — — — ( 184 ) ( 184 )

Series A Preferred Stock adjustment to maximum redemptions value — 6,561 — — ( 6,561 ) — — ( 6,561 )

Sales of Common Stock through the registered direct offering — — 2,183,366 — 9,169 — — 9,169

Costs related to offerings — — — — ( 336 ) — — ( 336 )

Common Stock issued related to Ignis Acquisition — — 1,079,913 — 5,000 — — 5,000

Common Stock issued related to FMS Acquisition — — 3,728,945 1 19,022 — — 19,023

Repurchased shares for tax withholding — — ( 226,860 ) — ( 342 ) — — ( 342 )

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

Stock-based compensation — — 760,118 — 1,991 — — 1,991

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

Net income — — — — — 27,346 — 27,346

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

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

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

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

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

Balance at March 31, 2025 315,789 $ 386,740 54,742,646 $ 6 $ 96,583 $ ( 444,777 ) $ 820 $ ( 347,368 )

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

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CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands)

For the Nine Months Ended September 30,

(dollars in thousands)

For the three months ended March 31,

Cash Flows from Operating Activities:

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

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

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

Net loss $ ( 31,304 ) $ ( 15,538 )

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

Loss (gain) on sale/disposal of fixed assets 82 ( 111 )

Depreciation and amortization 2,050 1,979

Stock-based compensation expense 2,432 1,991

Deferred tax benefit — ( 490 )

Change in fair value of the Warrants 5,063 266

Amortization of debt issuance costs 752 692

Change in fair value of embedded derivative — ( 885 )

Amortization of debt issuance costs and revolver asset 524 252

Change in fair value of earnout consideration ( 30 ) ( 152 )

Realized gain on investments in marketable securities — ( 16 )

Changes in operating assets and liabilities

4 unchanged sentences

376 ( 3,061 )

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

Net cash used in operating activities ( 21,117 ) ( 17,656 )

Cash Flows from Investing Activities:

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

Purchases and improvements of property, plant and equipment ( 5,697 ) ( 3,311 )

Expenditures for capitalized software ( 923 ) ( 973 )

Cash acquired through acquisition — 2,592

Proceeds from sales of property, plant and equipment 976 505

Collection of note receivable — 3,000

Net cash (used in) provided by investing activities ( 10,517 ) 3,080

Capitalized costs related to in-process research and development (“IPR&D”) ( 288 ) ( 280 )

Sale of property, plant and equipment — 948

Net cash used in investing activities ( 5,985 ) ( 2,643 )

Cash Flows from Financing Activities:

Drawdown of revolving credit facility 6,000 —

Repayments on debt ( 710 ) ( 812 )

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

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

Proceeds from issuance of Common Stock in the at-the-market offering — 168

Payment of finance lease liability ( 24 ) ( 20 )

Cash paid for taxes related to net share settlement of equity awards ( 520 ) ( 342 )

Net cash (used in) provided by financing activities ( 2,857 ) 5,407

Payment of finance lease liability ( 7 ) ( 5 )

Net cash provided by (used in) financing activities 4,763 ( 1,159 )

Effects of exchange rate changes ( 42 ) ( 32 )

4 unchanged sentences

Cash and cash equivalents – end of the period $ 9,000 $ 22,349

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

1 Includes related party accounts payable of $ 0.3 million and zero for the three months ended March 31, 2026 and 2025, respectively.

The accompanying notes are an integral part of these condensed 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.

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

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.

As of March 31, 2026, the Company’s fleet consists of the following:

Aircraft Type Number

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

Pilatus PC-12 (“Pilatus”) 1

Daher Kodiak 100 (“Daher Kodiak”) 4

Beechcraft King Air 350 (“King Air”) 2

Twin Commander 1

Total aircraft

1 The Company owns three and leases three .

Principles of Consolidation and Basis of Presentation

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

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

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

The information as of March 31, 2026 and for the three months ended March 31, 2026 and 2025 is unaudited.

The condensed consolidated balance sheet as of December 31, 2025 was derived from the Company’s audited consolidated financial statements at that date.

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

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

Management also has evaluated the impact of events occurring after March 31, 2026 up to the date of issuance of these condensed financial statements, and these statements contain all necessary adjustments and disclosures resulting from that evaluation.

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

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Recent Activity

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

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

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

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

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

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

On March 3, 2026, the Company entered into a purchase agreement for a King Air aircraft for approximately $ 11.4 million.

This aircraft is expected to be delivered in 2027.

On March 27, 2026, the Company drew an aggregate of $ 6.0 million under its Revolving Credit Facility (the “Revolver”).

Refer to “ Note 15 – Long-Term Debt ,” included in this Quarterly Report on Form 10-Q for additional details.

Reverse Recapitalization

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On January 25, 2023, shares of the Company’s Common Stock began trading on the Nasdaq Global Market under the ticker symbol “BAER.”

Immaterial Restatement of Prior Period Financial Statements

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

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

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

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

For the nine months ended September 30, 2024

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

Statements of Cash Flows:

Cash Flows from Operating Activities:

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

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

Cash Flows from Investing Activities:

Collection of note receivable $ — $ 3,000 $ 3,000

Net cash provided by investing activities 80 3,000 3,080

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

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

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

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

Accordingly, NFMS, LLC has been consolidated by the Company for the three months ended March 31, 2026 and 2025 and the year ended December 31, 2025, and all intercompany expenses associated with NFMS, LLC and its service agreement have been eliminated in consolidation.

As of March 31, 2026 and December 31, 2025, NFMS, LLC’s assets and liabilities were immaterial to the Company’s Condensed Consolidated Financial Statements.

Bridger Aerospace Europe, S.L.U.

(“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, allocating $ 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.

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

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

Accordingly, neither of these entities have been consolidated in the Condensed Consolidated Financial Statements of the Company for the three months ended March 31, 2026 and 2025 and the year ended December 31, 2025.

Refer to “Note 17 – Commitments and Contingencies” included in this Quarterly Report on Form 10-Q for additional details.

2 unchanged sentences

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 condensed consolidated financial position, results of operations and cash flows.

2 unchanged sentences

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

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

For the three months ended March 31, 2026 and 2025, 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.

Business Combinations

The Company records tangible and intangible assets acquired and liabilities assumed in business combinations under the acquisition method of accounting in accordance with ASC 805, Business Combinations .

Under the acquisition method of accounting, amounts paid for the acquisition are allocated to the assets acquired and liabilities assumed based on their estimated fair values at the date of acquisition inclusive of identifiable intangible assets.

Acquisition consideration includes contingent consideration with payment terms based on the achievement of certain targets of the acquired business.

The estimated fair value of identifiable assets and liabilities, including intangibles, are based on valuations that use information and assumptions available to management.

The Company allocates any excess purchase price over the fair value of the tangible and identifiable intangible assets acquired and liabilities assumed to goodwill.

Significant management judgments and assumptions are required in determining the fair value of assets acquired and liabilities assumed, particularly acquired intangible assets, including estimated useful lives.

The valuation of purchased intangible assets is based upon estimates of the future performance and discounted cash flows of the acquired business.

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 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 Condensed Consolidated Statements of Operations.

Debt Issuance Costs

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

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

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

As of March 31, 2026 and December 31, 2025, the Company recorded $ 19.6 million to Stockholders’ deficit in the Condensed Consolidated Balance Sheets.

Deferred Financing Costs

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

In our Condensed 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 Condensed 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

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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 three and nine months ended September 30, 2025.

Total cumulative catch-up adjustments were not material for the three months ended March 31, 2026 and 2025.

Other revenues

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

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

For the three months ended March 31, 2026 and 2025, we had other revenue of $ 18,000 and $ 0.3 million, respectively.

Contract assets & liabilities

11 unchanged sentences

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

Net contract (liabilities) assets are as follows:

$s in thousands As of

September 30, 2025 As of

December 31, 2024 Net Change

Net contract assets (liabilities) are as follows:

dollars in thousands

As of March 31, 2026 As of December 31, 2025 Net Change

Contract assets $ 3,086 $ 2,250 $ 836

Contract liabilities 2,079 3,434 ( 1,355 )

Net contract (liabilities) assets $ ( 2,598 ) $ 888 $ ( 3,486 )

Net contract assets (liabilities) $ 1,007 $ ( 1,184 ) $ 2,191

The accounts receivable balance was $ 5.9 million, the contract assets and contract liabilities balances were $ 1.7 million and $ 0.8 million, respectively, as of January 1, 2025.

For the three months ended March 31, 2026, the Company recognized revenues of $ 2.5 million that was previously included in the contract liabilities that existed at December 31, 2025.

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 nine months ended September 30, 2025 and 2024.

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

There were no significant impairment losses related to any receivables or contract assets arising from the Company’s contracts with customers during the three months ended March 31, 2026 and 2025.

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

As of March 31, 2026, the Company has remaining unsatisfied performance obligations of $ 10.4 million, of which 98 % is expected to be recognized as revenue in the next twelve months and 2 % thereafter.

Contract costs

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The following table presents the disaggregation of revenue by service:

For the Three Months Ended

September 30, For the Nine Months Ended

September 30,

$s in thousands 2025 2024 2025 2024

For the three months ended March 31,

dollars in thousands 2026 2025

Fire suppression $ 2,265 $ 5,783

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Total revenues $ 8,512 $ 15,646

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

The following table presents the disaggregation of revenue by geographic area:

For the Three Months Ended

September 30, For the Nine Months Ended

September 30,

$s in thousands 2025 2024 2025 2024

For the three months ended March 31,

dollars in thousands

United States $ 6,819 $ 9,737

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Concentration Risk

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

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

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

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

Business Combinations

Acquisition consideration includes contingent consideration with payment terms based on the achievement of certain targets of the acquired business.

The estimated fair value of identifiable assets and liabilities, including intangibles, are based on valuations that use information and assumptions available to management.

The Company allocates any excess purchase price over the fair value of the tangible and identifiable intangible assets acquired and liabilities assumed to goodwill.

The valuation of purchased intangible assets is based upon estimates of the future performance and discounted cash flows of the acquired business.

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, and 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 Condensed Consolidated Balance Sheets.

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

The Company had three customers who individually accounted for 28 %, 20 % and 17 % of total revenues for the three months ended March 31, 2026, and two customers who individually accounted for 48 % and 38 % of total revenues for the three months ended March 31, 2025.

The Company had three customers who individually accounted for 43 %, 18 % and 14 % of trade accounts receivable as of March 31, 2026 and two customers who individually accounted for 57 % and 12 % of trade accounts receivable as of December 31, 2025.

Hedging Transactions and Derivative Financial Instruments

The Company may, when deemed appropriate, use derivative financial instruments as a risk management tool to mitigate the potential impact of certain market risks, including interest rate risk.

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

Derivatives designated and qualifying as cash flow hedges are recorded at fair value, with changes in fair value recognized in Accumulated other comprehensive (loss) income and reclassified into earnings in the period the hedged item affects earnings.

Any ineffective portion of a hedge is recognized in earnings immediately.

Upon termination of a hedging instrument, any remaining balance in Accumulated other comprehensive (loss) income is reclassified into earnings in the period of termination.

The Company’s interest rate swap, which was designated as a cash flow hedge, was terminated in October 2025 concurrent with the refinancing of the underlying hedged debt.

Refer to “Note 13 – Interest Rate Swap” included in this Quarterly Report on Form 10-Q for additional details.

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

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

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 on the Condensed 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 Condensed Consolidated Statements 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 15 – Long-Term Debt” included in this Quarterly Report on Form 10-Q for additional details.

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.

Warrant Liabilities

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Compensation cost for the RSUs is recognized as the performance condition of the Closing of the transaction was met and over the requisite service period based on the graded-vesting method.

Compensation cost for performance-based restricted common stock awards is recognized when achievement of the applicable performance condition is considered probable.

The Company reassesses the probability of achievement at each reporting date and records cumulative catch-up adjustments to compensation cost based on the number of awards expected to vest.

Grant-date fair value for such awards is determined based on the fair value of the Company’s common stock on the grant date in accordance with the applicable award terms.

The Company accounts for forfeitures as they occur.

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

Earnings (Loss) Per Share

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

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

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

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

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, restricted common stock awards, 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.

Sale-Leaseback Transaction

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

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

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

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.

In December 2023, the FASB issued ASU No.

2023-09, Income Taxes (Topic 740):

Improvements to Income Tax Disclosures .

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.

ASU 2023-09 will be effective for annual periods beginning January 1, 2025 and will be applied on a prospective basis with the option to apply the standard retrospectively.

The Company is evaluating the disclosure impact of ASU 2023-09;

however, the standard will not have a material impact on the Company’s condensed consolidated financial position, results of operations and/or cash flows.

NOTE 3 – SUPPLEMENTAL CASH FLOW INFORMATION

For the Nine Months Ended

September 30,

$s in thousands 2025 2024

For the three months ended March 31,

dollars in thousands 2026 2025

Cash paid for interest $ 5,656 $ 10,228

Cash paid for income taxes, net of refunds 18 —

Fixed assets in accounts payable 1,498 14

Non-cash investing and financing activities:

Series A Preferred Stock - adjustment to maximum redemption value 7,028 6,561

Recognition of new right-of-use asset and corresponding operating lease liability 2,217 409

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

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

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

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

Issuance of Common Shares upon settlement of liability-classified award 883 —

Recognition of new right-of-use asset and corresponding operating lease liabilities 2,343 2,217

Recognition of new right-of-use asset and corresponding financing lease liabilities 15 69

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

NOTE 4 – CASH EQUIVALENTS

Cash equivalents consist of the following:

September 30, 2025 As of

December 31, 2024

($s in thousands) Carrying Value

As of March 31, 2026 As of December 31, 2025

dollars in thousands

Carrying Value

Cash equivalents:

Money market fund $ 6,733 $ 25,035

Restricted cash:

Money market fund $ 9,257 $ 13,747

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

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

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

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

NOTE 5 – ACCOUNTS RECEIVABLE

Accounts receivable consist of the following:

$s in thousands As of

September 30, 2025 As of

December 31, 2024

dollars in thousands As of March 31, 2026 As of December 31, 2025

Trade accounts receivable $ 2,972 $ 835

Contract assets 3,086 2,250

Unbilled receivable 486 —

Foreign tax receivable 294 105

Contract assets 962 1,746

Total accounts receivable $ 6,838 $ 3,190

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

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

Substantially all accounts receivable as of March 31, 2026 are expected to be collected in the next twelve months.

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

Unbilled receivable consists of earned revenue that has not yet been billed on the Company’s contracts.

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Aircraft support parts consist of the following:

$s in thousands As of

September 30, 2025 As of

December 31, 2024

dollars in thousands

As of March 31, 2026 As of December 31, 2025

Repairables and expendables $ 611 $ 623

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Prepaid expenses and other current assets consist of the following:

$s in thousands As of

September 30, 2025 As of

December 31, 2024

Deposits $ 2,541 $ 1,044

dollars in thousands

As of March 31, 2026 As of December 31, 2025

Prepaid insurance $ 746 $ 1,546

Deposits 631 1,639

Prepaid subscriptions 489 518

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Property, plant and equipment, net consist of the following:

$s in thousands As of

September 30, 2025 As of

December 31, 2024

dollars in thousands

As of March 31, 2026 As of December 31, 2025

Aircraft $ 266,773 $ 262,013

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Aircraft, net 216,800 213,406

Leasehold improvements 35,504 35,504

Vehicles and equipment 7,100 7,049

Buildings 1,173 1,200

Leasehold improvements 673 645

Licenses 235 235

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Capitalized software and development costs 39 35

Construction-in-progress - leasehold improvements 5 5

Accumulated depreciation ( 4,154 ) ( 3,873 )

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Total property, plant and equipment, net $ 221,998 $ 218,814

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

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

For the three months ended March 31, 2026, the Company recorded $ 1.6 million of depreciation expense in Cost of revenues and zero of depreciation expense in Selling, general and administrative expense.

For the three months ended March 31, 2025, the Company recorded $ 1.3 million of depreciation expense in Cost of revenues and $ 0.4 million of depreciation expense in Selling, general and administrative expense, respectively.

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

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

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

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

For the three months ended March 31, 2026 and 2025, the Company recorded no impairment charges.

For the three months ended March 31, 2026, the Company recorded a loss on disposal of assets of $ 0.1 million and for the three months ended March 31, 2025, the Company recorded a gain on disposal of assets of $ 0.1 million in Selling, general and administrative expense in the Condensed Consolidated Statements of Operations.

NOTE 9 – ACQUISITION ACTIVITY

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The following table summarizes the final purchase price allocation:

$s in thousands As of

dollars in thousands As of

March 31, 2025

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Total purchase price $ 16,342

$s in thousands As of

dollars in thousands

December 31, 2024 Adjustments As of

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Fair value of accounts receivable approximates the contractual amount.

The purchase price allocation adjustment related to pre-acquisition income tax payable.

Purchase price allocation adjustments related primarily to net working capital, closing price and deferred tax liability adjustments.

Goodwill of $ 7.7 million arising from the FMS Acquisition is primarily attributable to the assembled workforce of FMS and expected synergies from combining operations.

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NOTE 10 – GOODWILL AND INTANGIBLE ASSETS, NET

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

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

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

$s in thousands Goodwill

As of December 31, 2023 $ 13,163

Addition from FMS Acquisition 11,578

Measurement period adjustment ( 3,992 )

As of December 31, 2024 $ 20,749

Measurement period adjustment 139

As of September 30, 2025 $ 20,888

There were no changes to the carrying amount of goodwill during the three months ended March 31, 2026.

Goodwill was $ 20.9 million as of March 31, 2026 and December 31, 2025.

As of March 31, 2026 and December 31, 2025, 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 March 31, 2026 and December 31, 2025, due to the inclusion of the mezzanine equity, refer to “Note 18 – Mezzanine Equity.” As of March 31, 2026, goodwill of $ 10.7 million was allocated to the Company’s Ignis reporting unit, which has a negative carrying amount of net assets as of March 31, 2026.

There were no impairment charges recorded for goodwill for the three months ended March 31, 2026 and 2025.

Intangible assets consisted of the following:

As of September 30, 2025

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

As of March 31, 2026

dollars in thousands

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

In-process research and development (“IPR&D”) 5 $ 4,398 $ ( 1,149 ) $ 3,249

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As of December 31, 2025

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

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

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

IPR&D 5 $ 4,109 $ ( 926 ) $ 3,183

Contracts 5.5 3,400 ( 927 ) 2,473

Trade name 9.5 300 ( 47 ) 253

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

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

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

For the three months ended March 31, 2026 and 2025, the Company capitalized costs of $ 0.3 million related to IPR&D.

Amortization expense for intangible assets and other noncurrent assets was $ 0.4 million and $ 0.3 million for the three months ended March 31, 2026 and 2025, respectively.

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

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Other noncurrent assets consisted of the following:

$s in thousands As of

September 30, 2025 As of

December 31, 2024

dollars in thousands

As of March 31, 2026 As of December 31, 2025

Operating lease right-of-use asset $ 32,980 $ 31,416

Investment in MAB 4,000 4,000

Prepaid expenses 1,108 1,543

Deferred debt issuance costs 3,904 4,150

Deposits 2,726 1,937

Investment in Overwatch Imaging, Inc.

Interest rate swap 698 1,075

Prepaid expenses 869 986

Other 870 873

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Accrued expenses and other liabilities consisted of the following:

$s in thousands As of

September 30, 2025 As of

December 31, 2024

Deferred revenue $ 3,560 $ 858

dollars in thousands

As of March 31, 2026 As of December 31, 2025

Warrant liabilities $ 10,393 $ 5,330

Accrued salaries, wages and bonuses 3,749 2,548

Contingent consideration 2,713 2,743

Warrant liabilities 2,132 1,066

Accrued interest expense 1,776 6,487

Deferred revenue 2,079 3,434

Deferred underwriting fee payable 1,500 1,500

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Finance right-of-use liability 104 96

Accrued interest expense 19 52

Other 845 742

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Public Warrants

The Company previously issued Public Warrants to purchase 17,250,000 shares of Common Stock at an exercise price of $ 11.50 per share in exchange for the 17,250,000 JCIC warrants originally issued by JCIC in its initial public offering.

The Company issued Public Warrants to purchase 17,250,000 shares of Common Stock at an exercise price of $ 11.50 per share in exchange for the 17,250,000 JCIC warrants originally issued by JCIC in its initial public offering.

The Warrants may only be exercised for a whole number of shares of Common Stock.

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

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

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

As of March 31, 2026 and December 31, 2025, 17,249,874 Public Warrants remain outstanding.

The Public Warrants are liability-classified with a balance of $ 6.7 million and $ 3.4 million, respectively, and a fair value of $ 0.39 and $ 0.20 per warrant as of March 31, 2026 and December 31, 2025, respectively.

Private Placement Warrants

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

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

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

As of March 31, 2026 and December 31, 2025, the Company had 9,400,000 outstanding Private Placement Warrants to purchase 9,400,000 shares of Common Stock.

The Private Placement Warrants are liability-classified with a balance of $ 3.7 million and $ 1.9 million, respectively, and a fair value of $ 0.39 and $ 0.20 per warrant as of March 31, 2026 and December 31, 2025, respectively.

Contingent consideration

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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 Condensed 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.

As part of the Company’s acquisition of Ignis Technologies, Inc.

in 2023 (“Ignis” and the “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).

During the second quarter of 2025, the Company issued 617,189 restricted shares of Common Stock to the former 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 remaining $ 1.9 million of Common Stock consideration will be issued to the former 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 Condensed 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.

Pursuant to the agreement, the maximum number of shares of Common Stock issuable to the former 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.

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

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

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

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

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

$s in thousands 2025 2024

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

Addition of contingent consideration from FMS Acquisition — 2,164

As part of the June 2024 FMS Acquisition, the Company agreed to pay contingent earnout consideration to the former stockholders of FMS contingent upon the achievement of certain earnout conditions based on 2025 and 2026 results.

The earnout consideration, if earned, will be settled in shares of Common Stock, with the price per share determined based upon a trailing 90-day VWAP of the Common Stock at the time of each issuance, with payments expected to be made in 2026 and 2027, respectively.

The maximum number of shares of Common Stock issuable to the former FMS stockholders as contingent earnout consideration will not exceed 5,754,165 shares in the aggregate.

All shares issued will be subject to an 18-month transfer restriction period, with 1/18th of the total shares vesting each month over the 18-month period following each issuance.

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

Recipients of shares will have customary resale registration rights pursuant to the terms of the FMS Acquisition.

As of March 31, 2026 and December 31, 2025, the Company recognized $ 2.0 million and $ 2.0 million, respectively, in Accrued expenses and other current liabilities and $ 0.7 million and $ 0.7 million, respectively, in Long-term accrued expenses and other noncurrent liabilities in the Condensed Consolidated Balance Sheets.

The change in contingent consideration for the three months ended March 31, 2026 and year ended December 31, 2025 was as follows:

dollars in thousands As of March 31, 2026 As of December 31, 2025

Contingent consideration, beginning of period $ 2,743 $ 6,219

Change in fair value of contingent consideration ( 30 ) ( 2,285 )

Settlement of contingent consideration — ( 1,191 )

As of Contingent consideration, end of period $ 2,247 $ 6,219

Contingent consideration, end of period $ 2,713 $ 2,743

NOTE 13 – INTEREST RATE SWAP

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

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

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

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

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

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

Each month, the Company made interest payments to 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 Condensed 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 September 30, 2025

Date Maturity

Date Notional

Amount Fair Value Pay Fixed Receive Rate

4/15/2020 3/15/2030 $ 9,339 $ 698 3.887 % 1 Month SOFR + 2.61448 %

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 %

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 Condensed Consolidated Financial Statements.

The unrealized loss is reported in Other comprehensive loss.

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

The Company previously held an interest rate swap with UMB Bank (“UMB”), entered into on March 12, 2020, which was designated as a cash flow hedge under ASC 815 to reduce exposure to variable-rate interest risk on its prior term loan with UMB.

Fair value adjustments were recorded within Accumulated other comprehensive (loss) income on the Condensed Consolidated Balance Sheets.

Concurrent with the October 2025 refinancing, refer to “Note 15 – Long-Term Debt,” , the Company used a portion of the refinancing proceeds to retire the outstanding balance of the prior UMB term loan, which resulted in the termination of the swap agreement.

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

No derivative instruments related to the swap remain outstanding as of March 31, 2026.

NOTE 14 – FAIR VALUE MEASUREMENTS

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

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

Long-term debt

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

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

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

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

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

As of March 31, 2026 and December 31, 2025, the Company had $ 0.1 million of fixed rate debt outstanding and $ 227.7 million and $ 222.4 million of variable rate debt outstanding, respectively.

The Company’s debt approximates fair value based on current rates and terms available to the Company for similar debt as of March 31, 2026 and December 31, 2025.

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

Recurring Fair Value Measurement

Our cash and cash equivalents, accounts receivable, accounts payable, accrued expenses and other current assets and liabilities (excluding derivative instruments) are carried at amounts which reasonably approximate their fair values due to their short-term nature.

Our cash and cash equivalents, accounts receivable, accounts payable, accrued expenses and other current assets and liabilities are carried at amounts which reasonably approximate their fair values due to their short-term nature.

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

As of September 30, 2025

$s in thousands Level 1 Level 2 Level 3

As of March 31, 2026

dollars in thousands

Level 1 Level 2 Level 3

Cash $ 9,000 $ — $ —

Restricted cash:

Money market fund 9,257 — —

Total restricted cash 9,257 — —

Interest rate swap — 698 —

Total Assets $ 9,000 $ — $ —

4 unchanged sentences

As of December 31, 2025

$s in thousands Level 1 Level 2 Level 3

dollars in thousands

Level 1 Level 2 Level 3

Cash $ 31,381 $ — $ —

Restricted cash:

Money market fund 13,747 — —

Total restricted cash 13,747 — —

Interest rate swap — 1,075 —

Total Assets $ 31,381 $ — $ —

3 unchanged sentences

Total liabilities $ 3,450 $ 1,880 $ 2,743

Interest Rate Swap

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 Quarterly Report on Form 10-Q.

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 our exposure to the financial risks described in “Note 2 – Summary of Significant Accounting Policies” included in this Quarterly Report on Form 10-Q.

The fair value of the Company’s interest rate swap agreement was determined based on the present value of expected future cash flows using discount rates appropriate with the terms of the swap agreement.

The fair value indicates an estimated amount the Company would be required to receive if the contracts were canceled or transferred to other parties.

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

Warrant Liabilities

The Company issued Warrants in connection with the Reverse Recapitalization.

The Company classifies the Warrants as liabilities at their fair value and adjusts the Warrants to fair value at each reporting period.

16 unchanged sentences

Non-Recurring Fair Value Measurements

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

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

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

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

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

As of March 31, 2026 and December 31, 2025, the Company did not have any significant assets or liabilities that were remeasured at fair value on a non-recurring basis in periods subsequent to initial recognition.

NOTE 15 – LONG-TERM DEBT

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

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

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 Revolver, and a $ 100.0 million 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, and has drawn $ 6.0 million under the Revolver, with $ 15.5 million remaining in borrowing capacity on the Revolver as of March 31, 2026.

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 included 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 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 March 31, 2026.

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 March 31, 2026 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 $ 27,000 for the three months ended March 31, 2026 and are included in interest expense.

On March 27, 2026, the Company drew $ 6.0 million from the Revolver, for working capital needs.

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

The Company recorded $ 0.9 million of upfront fees and issuance costs allocated to the Revolver as a deferred asset, of which $ 0.3 million were reclassified as a discount to the $ 6.0 million drawn, as of March 31, 2026.

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 three months ended March 31, 2026 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 Daher 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 were $ 0.1 million.

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 $ 0.5 million and $ 0.3 million for the three months ended March 31, 2026 and 2025, 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 March 31, 2026, 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:

$s in thousands As of

September 30, 2025 As of

December 31, 2024

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

16,866 17,604

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

16,787 17,532

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

dollars in thousands

As of March 31, 2026 As of December 31, 2025

Initial Term Loan $ 208,950 $ 209,475

DDTL 10,199 10,224

Revolver 6,000 —

UMB Loan (Kodiak Aircraft) 2,557 2,697

Loans payable 227,782 222,492

3 unchanged sentences

Total long-term debt, net of debt issuance costs $ 215,897 $ 212,380

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 aircraft hangar in Belgrade, Montana and to fund the purchase of additional Super Scoopers.

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.

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.

In 2020, the Company entered into two separate credit facilities brokered through Live Oak Bank (“LOB”) and backed by the U.S.

Department of Agriculture for the completed purchase of the Company’s first two Super Scoopers.

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.

The first of these notes was issued on August 21, 2020 and the second was issued October 1, 2020 to BAT1, LLC and BAT2, LLC, respectively.

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

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

Debt issuance costs for this loan were $ 0.1 million.

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

Debt issuance costs for this loan were $ 0.1 million.

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

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

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

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

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

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

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

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

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

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

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

NOTE 16 – LEASES

Under ASC 842, leases are separated into two classifications:

operating leases and financial leases.

Lease classification under ASC 842 is relatively similar to ASC 840.

For a lease to be classified as a finance lease, it must meet one of the five finance lease criteria:

(1) transference of title/ownership to the lessee, (2) reasonably certain to exercise a purchase option, (3) lease term for major part of the remaining economic life of the asset, (4) present value represents substantially all of the fair value of the asset and (5) asset specialization.

Any lease that does not meet these criteria is classified as an operating lease.

ASC 842 requires all leases to be recognized on the Company’s balance sheet.

Specifically, for operating leases, the Company recognizes a right-of-use asset and a corresponding lease liability upon lease commitment.

Company as a lessee

The Company is the lessee in a lease contract when the Company obtains the right to use the asset.

The right-of-use asset represents the Company’s right to use an underlying asset for the lease term and lease obligations represent the Company’s obligations to make lease payments arising from the lease, both of which are recognized based on the present value of the future minimum lease payments over the lease term at the commencement date.

The Company has also elected the short-term lease exception whereby leases with a term of 12 months or less at inception are not recorded on the Consolidated Balance Sheets and are expensed on a straight-line basis over the lease term in our Consolidated Statements of Operations.

The Company determines the lease term by agreement with the lessor.

Options to renew are considered in lease terms if reasonably expected to be exercised.

ASC 842 requires a lessee to use the rate implicit in the lease whenever that rate is readily determinable, otherwise the incremental borrowing rate (“IBR”) should be used.

Given the nature of the Company’s lease portfolio, which consists of leases of hangar spaces, aircraft, vehicles, copiers, buildings, aircraft equipment, the implicit rate is often unavailable.

In such cases, the Company uses its incremental borrowing rate as the discount rate.

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 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 required 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 obtained 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.

Under the sale-leaseback 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 was included in Gain on sale-leaseback transaction in Other income in the Form 10-K.

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 March 31, 2026 and December 31, 2025 are as follows:

dollars in thousands Financial Statement Line Item As of March 31, 2026 As of December 31, 2025

Operating lease right-of-use assets Other noncurrent assets $ 32,980 $ 31,416

Finance lease right-of-use assets, net Property, plant and equipment, net 91 92

Operating lease right-of-use liabilities (current) Operating right-of-use liability (current) $ 2,954 $ 2,384

Finance lease right-of-use liabilities (current) Accrued expenses and other current liabilities 26 23

Operating lease right-of-use liabilities (noncurrent) Operating right-of-use liability (noncurrent) 30,289 29,163

Finance lease right-of-use liabilities (noncurrent) Accrued expenses and other noncurrent liabilities 78 73

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 $ 1.4 million and $ 0.7 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 three months ended March 31, 2026 and 2025, respectively.

The Company recorded expenses associated with finance leases in Cost of revenues and Selling, general and administrative expense in the Consolidated Statements of Operations.

Supplemental cash flow information related to leases is as follows:

For the three months ended March 31,

dollars in thousands 2026 2025

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

Operating cash flows from operating leases

$ 1,255 $ 716

Right-of-use assets obtained in exchange for lease liabilities:

Operating leases

$ 2,343 $ 2,217

Finance leases

Cash paid for amounts included in the measurement of finance lease liabilities was immaterial for the three months ended March 31, 2026 and 2025.

As of March 31, 2026, future minimum lease payments are as follows:

dollars in thousands

Operating Leases Finance Leases

Year Ending December 31:

Remainder of 2026

2027 5,306 36

2028 5,085 36

2029 5,202 25

Thereafter 22,176 —

Total lease payments 46,617 125

interest ( 13,374 ) ( 21 )

Total lease liabilities $ 33,243 $ 104

Weighted average remaining lease term:

8.9 years 3.7 years

Weighted average discount rate:

NOTE 17 – COMMITMENTS AND CONTINGENCIES

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

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

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

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

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

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

Accordingly, no liability has been recorded in the condensed consolidated financial statements as of March 31, 2026.

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

NOTE 18 – MEZZANINE EQUITY

The Company’s shares of 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 for the Series A Preferred Stock was $ 20.1 million and $ 18.9 million for the nine months ended September 30, 2025 and 2024, respectively.

Accrued interest for the Series A Preferred Stock was $ 7.0 million and $ 6.6 million for the three months ended March 31, 2026 and 2025, respectively.

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

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

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

As of March 31, 2026, it is probable that the Series A Preferred Stock may become redeemable on April 25, 2032.

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

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

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

As of March 31, 2026 and December 31, 2025, the Series A Preferred Stock had both a carrying value and redemption value of $ 414.3 million and $ 407.3 million, respectively.

Refer to the table below.

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

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

As of March 31, 2026 and December 31, 2025, the fair value of the embedded derivative related to an event of default is zero , as there have been no triggering events.

The Company determined the fair value of the other features requiring bifurcation, both individually and in the aggregate were immaterial at March 31, 2026 and December 31, 2025.

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

Redeemable Series A Preferred Stock

$s in thousands Shares Amounts

dollars in thousands

Shares Amounts

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

Adjustment to maximum redemptions value — 7,028

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

Balance as of March 31, 2026 315,789.473684 $ 414,285

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

Adjustment to maximum redemptions value — 6,561

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

Balance as of March 31, 2025 315,789.473684 $ 386,740

NOTE 19 – STOCKHOLDERS’ DEFICIT

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Of the shares issued to Legacy Bridger Common shareholders and JCIC Sponsor, 233,323 and 855,000 shares are subject to continuing vesting conditions, respectively.

Restricted Common Stock

During the three months ended March 31, 2026, the Company granted 303,890 shares of restricted Common Stock to Alder Securities LLC, a non-employee capital structure advisor, with a grant-date fair value of $ 750,000 .

The award is subject to performance conditions tied to specified reductions in the Company’s Series A Preferred Stock.

As of March 31, 2026, management concluded that achievement of the performance condition was not probable and, accordingly, no stock-based compensation expense was recognized for this award during the three months ended March 31, 2026.

The total unrecognized compensation cost related to this award was $ 750,000 as of March 31, 2026.

Restricted Common Stock activity for the three months ended March 31, 2026 is as follows:

Awards Weighted average

grant date fair

Outstanding as of December 31, 2025 — $ —

Granted 303,890 2.49

Forfeited/Cancelled — —

Outstanding as of March 31, 2026 303,890 $ 2.49

Restricted Stock Units

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For the purposes of calculating compensation expense, the fair value of RSUs is the closing stock price on the date of grant.

Generally, RSUs vest over a period of four to six years , subject to the Participant’s continued employment.

Generally, RSUs vest over a period of six years , subject to the Participant’s continued employment.

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

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

Awards Weighted average

grant date fair

RSU activity for the three months ended March 31, 2026 and 2025 is as follows:

Number of Awards Weighted average grant date fair value

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

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Forfeited/Cancelled ( 61,877 ) 3.41

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

Outstanding as of March 31, 2026 5,922,007 $ 4.10

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

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Forfeited/Cancelled ( 77,077 ) 4.54

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

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

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

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

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

Outstanding as of March 31, 2025 4,413,755 $ 6.43

The total fair value of RSUs vested during the three months ended March 31, 2026 and 2025 was $ 3.0 million and $ 2.3 million, respectively, based on the closing stock price on the date of vesting.

For the three months ended March 31, 2026 and 2025, the Company recorded stock-based compensation expense related to RSUs of $ 0.3 million and $ 0.3 million, respectively, within Total cost of revenues and $ 1.4 million and $ 1.7 million, respectively, within Selling, general and administrative expense on the Condensed Consolidated Statements of Operations.

As of March 31, 2026, there was $ 11.5 million of unrecognized total compensation expense related to unvested RSUs, which is expected to be recognized over a weighted-average period of 1.8 years.

For the three months ended March 31, 2026, the Company issued and settled liability-classified stock-based compensation awards to certain employees, which were settled through the issuance of common shares.

The awards vested immediately upon issuance.

Liability-classified awards are measured at fair value at the grant date and remeasured to fair value at each subsequent reporting date until settlement.

Changes in fair value are recognized as compensation expense or a reduction thereof in the period of change.

There was no change in fair value between the grant date and settlement date during the three months ended March 31, 2026.

As of March 31, 2026, no liability-classified awards remained outstanding.

The settlement of these awards through the issuance of common shares is treated as a non-cash financing activity.

Refer to “Note 3 – Supplemental Cash Flow Information” included in this Quarterly Report on Form 10-Q.

For the three months ended March 31, 2026 and 2025, the Company recorded stock-based compensation expense related to liability-classified awards for common shares of $ 0.2 million and zero , respectively, within Total cost of revenues and $ 0.5 million and zero , respectively, within Selling, general and administrative expense on the Condensed Consolidated Statements of Operations.

Incentive Units

Prior to the adoption of the Omnibus Plan, during the year ended December 31, 2022, the Company granted Incentive Units to selected board members and executives.

Within each grant, 80 % of the Incentive Units vested annually over a four year period subject to continued service by the grantee (the “Time-Vesting Incentive Units”), and the remaining 20 % of the Incentive Units vest upon a qualifying change of control event (the “Exit-Vesting Incentive Units”).

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

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

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

Within each grant, 80 % of the Incentive Units vest annually over a four-year period subject to continued service by the grantee (the “Time-Vesting Incentive Units”), and the remaining 20 % of the Incentive Units vest upon a qualifying change of control event (the “Exit-Vesting Incentive Units”).

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

For the Exit-Vesting Incentive Units, expense is recognized when a qualifying change of control event is considered probable, which has not occurred as of March 31, 2026.

As of March 31, 2026, 40,404 Exit-Vesting Incentive Units with a weighted-average grant date fair value of $ 0.01 remain outstanding.

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

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 “2024 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 2024 Agents in negotiated transactions that are deemed to be an “at the market offering.” In connection with the Company’s entry into the 2025 ATM Agreement (as defined below) on March 18, 2025, the Company terminated the 2024 ATM Agreement.

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.

The 2024 ATM Agreement contained customary representations, warranties and agreements by the Company, and customary indemnification and contribution rights and obligations of the parties.

The Company agreed to pay the 2024 Agents an aggregate commission of up to 3.0 % of the aggregate gross proceeds from each sale of shares of Common Stock under the 2024 ATM Agreement.

The Company also agreed to reimburse the 2024 Agents for certain specified expenses in connection with entering into the 2024 ATM Agreement.

During 2024, the Company sold an aggregate of 33,798 shares of Common Stock at a weighted-average price of $ 5.13 per share for net proceeds of $ 0.2 million, net of fees of $ 5,000 under the 2024 ATM Agreement.

No additional shares of Common Stock were sold under the 2024 ATM Agreement during 2025.

2025 ATM Offering

On March 18, 2025, the Company entered into a sales agreement (“2025 ATM Agreement”) with 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”).

On March 18, 2025, the Company entered into a sales agreement (“ATM Agreement”) with Stifel, Nicolaus & Company, Incorporated (“Stifel”) and Canaccord Genuity LLC (together with Stifel, the “Agents”) under which we may offer and sell, from time to time, shares of our Common Stock (the “ATM Shares”) 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 “ATM Offering”).

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

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

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

During the three months ended March 31, 2026, the Company did not sell any shares of Common Stock under the ATM Agreement.

NOTE 20 – RELATED PARTY TRANSACTIONS

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 Company incurred professional service expenses of approximately $ 0.3 million and zero for the three months ended March 31, 2026 and 2025, respectively.

The Company had approximately $ 0.3 million in Accounts payable as of March 31, 2026 and $ 0.4 million in Accrued expenses related to professional services as of December 31, 2025.

As of May 28, 2025, Mr.

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

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

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

Senate campaign of Mr.

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

Timothy Sheehy has partial ownership, of zero and $ 0.6 million for the three months ended March 31, 2026 and 2025, respectively.

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

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ASSF Holdings LP (“Avenue Investor”) made capital contributions totaling $ 13.0 million in exchange for 13,031 voting Class A Units of MAB.

Avenue Investor holds approximately 10 % of Bridger’s outstanding convertible Series A Preferred Stock.

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 under the ownership of Mr.

Timothy Sheehy.

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

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

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 three months 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.

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

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

The Company incurred related party lease expense of approximately zero and $ 0.4 million for the three months ended March 31, 2026 and 2025, respectively.

NOTE 21 – INCOME TAXES

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

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

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

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

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

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

For the three months ended March 31, 2026 and 2025, the Company recorded income tax expense of $ 28,000 and $ 0.3 million, respectively.

The effective tax rate for the three months ended March 31, 2026 and 2025 was ( 0.1 )% and ( 1.6 )%, respectively.

The effective tax rate differs from the statutory rate primarily as a result of having a full valuation allowance in the U.S.

and a state tax expense accrual in separate company filings with forecasted income.

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

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federal, state and local income tax returns are currently under examination by the respective taxing authorities.

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

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

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

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

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

NOTE 21 – EARNINGS (LOSS) PER SHARE

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

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

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

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

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

For the Three Months Ended

September 30, For the Nine Months Ended

September 30,

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

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

Adjustments to Net income (loss):

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.

Restricted common stock issued to Alder Securities LLC during the three months ended March 31, 2026 was excluded from both basic and diluted weighted-average shares outstanding, as the applicable performance condition had not been satisfied as of March 31, 2026.

In addition, inclusion of these shares would have been anti-dilutive given the net loss reported for the period.

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

For the three months ended March 31,

dollars in thousands, except per share amounts 2026 2025

Net loss $ ( 31,304 ) $ ( 15,538 )

Adjustments to Net loss:

Series A Preferred Stock—adjustment to maximum redemptions value ( 7,028 ) ( 6,561 )

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

Change in fair value of embedded derivative — — — —

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

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

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

Weighted average effect of dilutive securities:

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

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

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

Sponsor Earnout Shares 855,000 855,000 — —

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

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

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

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

For the Three Months Ended

September 30, For the Nine Months Ended

September 30,

2025 2024 2025 2024

Loss attributable to Common stockholders – basic and diluted $ ( 38,332 ) $ ( 22,099 )

Weighted average Common Stock outstanding - basic and diluted 55,289,231 53,814,596

Loss per share - basic and diluted $ ( 0.69 ) $ ( 0.41 )

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:

For the three months ended March 31,

Series A Preferred Stock 37,662,289 35,158,152

Unvested Restricted Stock Units 5,922,007 4,413,755

Performance-Based Restricted Common Stock 303,890 —

Public Warrants 17,249,874 17,249,874

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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.

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

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

For the Three Months Ended

September 30, For the Nine Months Ended September 30,

($s in thousands) 2025 2024 2025 2024

The CODM uses consolidated revenues, 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 and administrative expenses, are closely monitored as part of the performance evaluation and resource allocation process.

The following table presents selected financial information with respect to the Company’s single operating segment for the three months ended March 31, 2026 and 2025:

For the three months ended March 31,

dollars in thousands

Revenues $ 8,512 $ 15,646

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Total cost of revenues 17,048 17,207

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

Gross loss ( 8,536 ) ( 1,561 )

Selling, general and administrative expense ( 16,730 ) ( 8,590 )

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

Interest expense ( 6,150 ) ( 5,735 )

Other income 140 599

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

Income tax benefit 840 — 407 470

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

Loss before income taxes ( 31,276 ) ( 15,287 )

Income tax expense ( 28 ) ( 251 )

Net loss $ ( 31,304 ) $ ( 15,538 )

See the Condensed 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 $ 65.7 million and $ 101.1 million for the three and nine months ended September 30, 2025, respectively, and $ 62.4 million and $ 78.1 million for the three and nine months ended September 30, 2024, respectively.

Total United States revenues were $ 6.8 million and $ 9.7 million for the three months ended March 31, 2026 and 2025, respectively.

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

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

($s in thousands) As of

September 30, 2025 As of

December 31, 2024

dollars in thousands

As of March 31, 2026 As of December 31, 2025

United States $ 204,320 $ 198,301

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NOTE 24 – SUBSEQUENT EVENTS

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

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

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

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

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

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

The DDTL will remain available until October 28, 2027.

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

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

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

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

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

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

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

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

Management has evaluated subsequent events and transactions that occurred after March 31, 2026 up to the date of issuance of these Condensed Consolidated Financial Statements.

As part of an executive separation agreement effective on April 11, 2026, Management is evaluating a modification event under ASC 718 that will be reflected in the condensed consolidated financial statements for the quarterly period ending June 30, 2026.

On April 14, 2026, the Company drew $ 14.0 million under its DDTL, which is part of the Credit Agreement dated October 28, 2025.

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

Following the draw, the Company had $ 75.7 million of remaining availability under the DDTL.

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

What changed 10-Q

Item 1. Financial Statements