BAERW filing — read by section

Item 1. Financial Statements

ITEM 1. FINANCIAL STATEMENTS. 
 
 BRIDGER AEROSPACE GROUP HOLDINGS, INC. 
 CONDENSED CONSOLIDATED BALANCE SHEETS 
 (Unaudited) 
 (dollars in thousands, except par value amounts) 
 
 As of March 31, 2026 As of December 31, 2025 
 ASSETS 
 Current assets: 
 Cash and cash equivalents $ 9,000 $ 31,381 
 
 Accounts receivable 6,838 3,190 
 Aircraft support parts 1,239 1,654 
 Prepaid expenses and other current assets 2,147 3,994 
 Total current assets 19,224 40,219 
 Property, plant, and equipment, net 221,998 218,814 
 Intangible assets, net 5,912 6,023 
 Goodwill 20,888 20,888 
 Other noncurrent assets 46,349 44,362 
 Total assets $ 314,371 $ 330,306 
 LIABILITIES, MEZZANINE EQUITY, AND STOCKHOLDERS’ DEFICIT 
 Current liabilities: 
 Accounts payable 1 
 $ 5,817 $ 3,417 
 Accrued expenses and other current liabilities 2 
 9,652 9,794 
 Operating right-of-use current liabilities 2,954 2,384 
 Current portion of long-term debt, net of debt issuance costs 2,920 926 
 Total current liabilities 21,343 16,521 
 Long-term accrued expenses and other noncurrent liabilities 12,675 7,576 
 Operating right-of-use noncurrent liabilities 30,289 29,163 
 Long-term debt, net of debt issuance costs 215,897 212,380 
 Total liabilities 280,204 265,640 
 COMMITMENTS AND CONTINGENCIES 
 MEZZANINE EQUITY 
 Series A Preferred Stock, $ 0.0001 par value; 315,789.473684 shares authorized, issued and outstanding at March 31, 2026 and December 31, 2025 
 414,285 407,257 
 STOCKHOLDERS’ DEFICIT 
 Common Stock, $ 0.0001 par value; 1,000,000,000 shares authorized; 57,528,748 shares issued and outstanding at March 31, 2026; 55,894,663 shares issued and outstanding at December 31, 2025 
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 Additional paid-in capital 77,350 82,315 
 Accumulated deficit ( 456,403 ) ( 425,099 ) 
 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 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. 
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 BRIDGER AEROSPACE GROUP HOLDINGS, INC. 
 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS 
 (Unaudited) 
 (dollars in thousands, except per share amounts) 
 
 For the three months ended March 31, 
 2026 2025 
 Revenues $ 8,512 $ 15,646 
 Cost of revenues: 
 Flight operations 1 
 6,561 6,252 
 Maintenance 10,487 10,955 
 Total cost of revenues 17,048 17,207 
 Gross loss ( 8,536 ) ( 1,561 ) 
 Selling, general and administrative expense 2 
 ( 16,730 ) ( 8,590 ) 
 
 Interest expense ( 6,150 ) ( 5,735 ) 
 Other income 140 599 
 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 ) 
 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. 
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 BRIDGER AEROSPACE GROUP HOLDINGS, INC. 
 CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS 
 (Unaudited) 
 (dollars in thousands) 
 
 For the three months ended March 31, 
 2026 2025 
 Net loss $ ( 31,304 ) $ ( 15,538 ) 
 Other comprehensive loss, net of tax: 
 Foreign currency translation adjustment ( 1,258 ) ( 32 ) 
 Unrealized loss on derivative instruments — ( 184 ) 
 Total other comprehensive loss, net of tax ( 1,258 ) ( 216 ) 
 Comprehensive loss $ ( 32,562 ) $ ( 15,754 ) 

 The accompanying notes are an integral part of these condensed consolidated financial statements. 
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 BRIDGER AEROSPACE GROUP HOLDINGS, INC. 
 CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ DEFICIT 
 (Unaudited) 
 (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 
 Balance at December 31, 2025 315,789 $ 407,257 55,894,683 $ 6 $ 82,315 $ ( 425,099 ) $ 187 $ ( 342,591 ) 
 Net loss — — — — — ( 31,304 ) — ( 31,304 ) 
 Foreign currency translation adjustment — — — — — — ( 1,258 ) ( 1,258 ) 
 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 ) 
 
 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 ) 
 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 ) 
 Repurchased shares for tax withholding — — ( 226,860 ) — ( 342 ) — — ( 342 ) 
 Stock-based compensation — — 760,118 — 1,991 — — 1,991 
 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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 BRIDGER AEROSPACE GROUP HOLDINGS, INC. 
 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS 
 (Unaudited) 
 (dollars in thousands) 
 
 For the three months ended March 31, 
 2026 2025 
 Cash Flows from Operating Activities: 
 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 
 
 Change in fair value of the Warrants 5,063 266 
 Amortization of debt issuance costs and revolver asset 524 252 
 Change in fair value of earnout consideration ( 30 ) ( 152 ) 
 Changes in operating assets and liabilities 
 Accounts receivable ( 3,663 ) ( 4,294 ) 
 Aircraft support parts 415 ( 12 ) 
 Prepaid expense and other current and noncurrent assets 2,938 1,024 
 Accounts payable, accrued expenses and other liabilities 1 
 376 ( 3,061 ) 
 Net cash used in operating activities ( 21,117 ) ( 17,656 ) 
 Cash Flows from Investing Activities: 
 Purchases and improvements of property, plant and equipment ( 5,697 ) ( 3,311 ) 
 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 ) 
 Cash paid for taxes related to net share settlement of equity awards ( 520 ) ( 342 ) 
 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 ) 
 Net change in cash, cash equivalents and restricted cash ( 22,381 ) ( 21,490 ) 
 Cash, cash equivalents and restricted cash – beginning of the period 31,381 53,083 
 Cash, cash equivalents and restricted cash – end of the period $ 9,000 $ 31,593 
 Less: Restricted cash – end of the period — 9,244 
 Cash and cash equivalents – end of the period $ 9,000 $ 22,349 

 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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 BRIDGER AEROSPACE GROUP HOLDINGS, INC. 
 NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS 
 (Unaudited) 
 
 NOTE 1 – ORGANIZATION AND BASIS OF PRESENTATION 
 Nature of Business 
 Bridger Aerospace Group Holdings, Inc. and its subsidiaries (“Bridger”, “the Company,” “we,” “us” or “our”) provide aerial wildfire surveillance, relief and suppression, and aerial firefighting services using next-generation technology and environmentally friendly and sustainable firefighting methods primarily throughout the United States, as well as airframe modification and integration solutions for governmental and commercial customers. Our mission is to deploy the most advanced technologies in aviation to protect lives, property, critical infrastructure, and the environment, delivering these capabilities where they are needed most, from wildfire response to defense and beyond. Through innovation and the use of advanced technology and software, focusing on aerial firefighting, disaster response, government applications and public safety, Bridger aims to set the global standard in aviation services. 
 As of March 31, 2026, the Company’s fleet consists of the following: 
 
 Aircraft Type Number 
 
 CL-415EAF 6 
 Canadair CL-215T (“Spanish Scooper”) 2 
 Pilatus PC-12 (“Pilatus”) 1 
 6 
 Daher Kodiak 100 (“Daher Kodiak”) 4 
 Beechcraft King Air 350 (“King Air”) 2 
 Twin Commander 1 
 Total aircraft 
 21 

 1 The Company owns three and leases three . 
 Principles of Consolidation and Basis of Presentation 
 The Condensed Consolidated Financial Statements have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”). The Condensed Consolidated Financial Statements include the financial statements of the Company, all entities that are wholly-owned by the Company and all entities in which the Company has a controlling financial interest, for which all intercompany transactions have been eliminated upon consolidation. Certain amounts have been reclassified to conform to the current period’s presentation. 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 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. Due to seasonal fluctuations and other factors, interim operating results are not necessarily indicative of operating results expected in subsequent periods or for the year as a whole. These unaudited condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and the related notes included in the Company’s audited annual consolidated financial statements for the fiscal year ended December 31, 2025, included in the Company’s Annual Report on Form 10-K filed with the U.S. Securities and Exchange Commission (the “SEC”) on March 6, 2026 (the “Form 10-K”). 
 Recent Activity 
 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. 
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 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 
 On January 24, 2023 (the “Closing Date”), Jack Creek Investment Corp (“JCIC”) completed the reverse recapitalization (the “Closing” and the “Reverse Recapitalization”) with the Company’s predecessor, Bridger Aerospace Group Holdings, LLC and its subsidiaries (collectively, “Legacy Bridger”), which operated the majority of the historical business and was identified as the acquirer and predecessor upon the consummation of the transactions contemplated by the agreement and plan of merger (the “Transaction Agreements”) entered into on August 3, 2022. On the Closing Date, pursuant to the Transaction Agreements, JCIC and Legacy Bridger became wholly owned subsidiaries of a new public entity that was renamed Bridger Aerospace Group Holdings, Inc, and JCIC shareholders and Legacy Bridger equity holders converted their equity ownership in JCIC and Legacy Bridger, respectively, into equity ownership in Bridger. 
 Upon the consummation of the Reverse Recapitalization, Bridger issued Common Stock to the Legacy Bridger equity holders and Series A Preferred Stock (as defined below) as summarized below: 
 • the surrender and exchange of all 606,061 Legacy Bridger incentive units (“Incentive Units”) into 583,308 shares of Bridger’s common stock, par value $ 0.0001 , (“Common Stock”) at a deemed value of $ 10.00 per share as adjusted by the per share Common Stock consideration of approximately 0.96246 (the “Exchange Ratio”), rounded down to the nearest share for each holder; 
 • the direct or indirect surrender and exchange of the remaining 40,000,000 issued and outstanding shares of Legacy Bridger common shares (excluding Incentive Units) into 38,498,436 shares of Common Stock at a deemed value of $ 10.00 per share as adjusted by the Exchange Ratio, rounded down to the nearest share for each holder; and 
 • the surrender and exchange of all 315,789.473684 issued and outstanding Series C preferred shares of Legacy Bridger (the “Legacy Bridger Series C Preferred Shares”), which were surrendered and exchanged on a one -to-one basis in connection with the Reverse Recapitalization into 315,789.473684 shares of preferred stock of Bridger that have the rights, powers, designations, preferences and qualifications, limitations and restrictions set forth in Section 4.5 of the Amended and Restated Certificate of Incorporation (the “Series A Preferred Stock”). The Series A Preferred Stock are convertible at the election of the holders into shares of Common Stock, without the payment of additional consideration by the holders into such number of shares of Common Stock as determined by dividing the original issue price, plus accrued interest by a conversion price equal to $ 11.00 at the time of conversion. 
 Other related events occurred in connection with the Reverse Recapitalization, are summarized below: 
 • the filing and effectiveness of the Amended and Restated Certificate of Incorporation of Bridger and the effectiveness of the Amended and Restated Bylaws of Bridger, each of which occurred immediately prior to the Closing; 
 • the adoption and assumption of the Bridger Aerospace Group Holdings, Inc. 2023 Omnibus Incentive Plan (the “Omnibus Plan”) and any grants or awards issued thereunder and adoption of the 2023 Employee Stock Purchase Plan upon the Closing to grant equity awards to Bridger employees; and 
 • during the period from the Closing until five years following the Closing, JCIC subjected 20 % of JCIC’s issued and outstanding common stock (“Sponsor Earnout Shares”), comprised of two separate tranches of 50 % of the Sponsor Earnout Shares per tranche, to potential forfeiture to Bridger for no consideration until the occurrence (or deemed occurrence) of certain triggering events. 
 Immediately after giving effect to the Transaction Agreements, the following were outstanding: 
 • 43,769,290 shares of Common Stock; 
 • 315,789.473684 shares of Bridger Series A Preferred Stock; 
 • 9,400,000 private placement warrants (“Private Placement Warrants”) to purchase shares of Common Stock at an exercise price of $ 11.50 per share; 
 • 17,250,000 public warrants (“Public Warrants”) to purchase shares of Common Stock at an exercise price of $ 11.50 per share; and 
 • 6,581,497 restricted stock units issued to the executives and senior management of the Company. 
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 The Sponsor Earnout Shares are determined to be equity classified instruments of Bridger and the Public Warrants and Private Placement Warrants are determined to remain liability classified instruments upon the Closing. 
 On January 25, 2023, shares of the Company’s Common Stock began trading on the Nasdaq Global Market under the ticker symbol “BAER.” 
 
 NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES 
 Variable Interest Entities 
 The Company follows ASC 810-10-15, Consolidation , guidance with respect to accounting for variable interest entities (“VIE”). These entities do not have sufficient equity at risk to finance their activities without additional subordinated financial support from other parties or whose equity investors lack any of the characteristics of a controlling financial interest. A variable interest is an investment or other interest that will absorb portions of a VIE’s expected losses or receive portions of its expected returns and are contractual, ownership or pecuniary in nature and that change with changes in the fair value of the entity’s net assets. A reporting entity is the primary beneficiary of a VIE and must consolidate it when that party has a variable interest, or combination of variable interests, that provide it with a controlling financial interest. A party is deemed to have a controlling financial interest if it meets both of the power and loss/benefits criteria. The power criterion is the ability to direct the activities of the VIE that most significantly impact its economic performance. The losses/benefits criterion is the obligation to absorb losses from, or right to receive benefits from, the VIE that could potentially be significant to the VIE. The VIE model requires an ongoing reconsideration of whether a reporting entity is the primary beneficiary of a VIE due to changes in the facts and circumstances. 
 Northern Fire Management Services, LLC (“NFMS, LLC”): The Company assisted in designing and organizing NFMS, LLC with a business purpose of employing Canadian aviation professionals to provide services to the Company. A master services agreement exists between NFMS, LLC, the Company, and Bridger Air Tanker, LLC, a wholly-owned subsidiary of the Company, to transfer all annual expenses incurred to the Company in exchange for the Canadian employees to support the Company’s water scooper aircraft. NFMS, LLC is 50 % owned by a Canadian citizen, and 50 % owned by Bridger Aerospace Group, LLC. 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 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 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. We also entered into a services agreement with MAB whereby we will manage the return-to-service upgrades of the Spanish Scoopers through our wholly-owned Spanish subsidiary, Albacete Aero, S.L., while they are owned and funded by MAB. The service agreement also provides that we have the right, but not the obligation, to acquire each Spanish Scooper as it is ready to be contracted and returned to service. On December 23, 2025, we purchased two of the Spanish Scoopers from MAB for an aggregate purchase price of $ 50.0 million, 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 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. 
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 Use of Estimates 
 The preparation of financial statements in conformity with GAAP requires management to make assumptions and estimates that affect the reported amounts of assets and liabilities, disclosure of gain or loss contingencies as of the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. 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, (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. 
 Accounts Receivable 
 Accounts receivable consist of amounts due from our customers. 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 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 March 31, 2026 and December 31, 2025, the Company recorded $ 19.6 million to Stockholders’ deficit in the Condensed Consolidated Balance Sheets. 
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 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 
 Aerial firefighting revenues 
 The Company enters into short, medium and long-term contracts with customers, primarily with government agencies during the firefighting season, to perform aerial firefighting services (fire suppression and aerial surveillance). The Company recognizes revenue under ASC 606, Revenue from Contracts with Customers (“ASC 606”). 
 The majority of the Company’s aerial firefighting contracts have a single performance obligation as the promise to transfer the individual goods or services is not separately identifiable from other promises in the contracts and, therefore, are not distinct. The Company primarily performs the following activities on contracts as part of a stand-ready obligation: (i) providing our aircraft, pilot and field maintenance personnel necessary to operate the aircraft and (ii) performing the services required on the contract, whether it be fire suppression or aerial surveillance services. The integrated firefighting services that we perform under each contract represent a single performance obligation satisfied over time, as a series of distinct time increments. 
 Our firefighting contracts generally provide for payment on a day rate basis. Such activities consist of standby and flight time. Standby rates are charged daily when aircraft is available for use at a fire base, awaiting request from the customer for flight deployment. Flight time is charged hourly when the engines of the aircraft are started and stopped upon request of the customer. The amounts billed to the customer are determined based on varying rates applicable to the specific activities performed on a daily basis. Such consideration is allocated to the distinct daily increment it relates to within the contract and therefore, recognized as we perform the daily firefighting services on the contract. 
 We measure progress in a manner that depicts the performance of transferring control to the customer. As such, we utilize the output method to recognize revenue over time as this depicts the Company’s performance toward complete satisfaction of the performance obligation. As the Company has a right to consideration from customers in an amount that corresponds directly with the value to the customer of the Company’s performance completed to date, the Company has applied the practical expedient to recognize revenue in the amount to which we have the right to invoice. We have elected to exclude from the transaction price all taxes assessed by governmental and foreign authorities. 
 Maintenance, Repair and Overhaul (“MRO”) revenues 
 Maintenance repair revenue consists of maintenance repair and return-to-service work performed on customer aircraft. The Company commonly contracts with third-parties to perform certain repair and return-to-service work. The Company considers itself the principal in these arrangements as we control the timing and nature of the services ultimately provided by the third-party to the customer. 
 Each maintenance contract consists of integrated repair and return-to-service activities that are highly interdependent, and therefore, represent a single performance obligation. For contracts with multiple performance obligations, the Company allocates the contract’s transaction price to each performance obligation using the best estimate of the standalone selling price of each distinct good or service in the contract. The primary method used to estimate standalone selling price is the expected-cost-plus-margin approach, under which the Company forecasts the expected costs of satisfying a performance obligation and then adds an appropriate margin for that distinct good or service. 
 The Company satisfies the underlying performance obligations over time as either the customer obtains control or receives benefits as work is performed on the contract, or the products we are building are assets with no alternative use and we have an enforceable right to payment. As a result, under ASC 606, revenue is recognized over time using the cost-to-cost method (cost incurred relative to total estimated cost at completion). 
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 Contract estimates 
 Actual revenues and project costs may vary from previous estimates due to changes in a variety of factors. The cost estimation process is based upon the professional knowledge and experience of our engineers, project managers and financial professionals. Factors that are considered in estimating the work to be completed and ultimate contract recovery include the availability and productivity of labor, the nature and complexity of the work to be performed, the availability of materials and the effect of any delays on our project performance. We periodically review our job performance, job conditions, estimated profitability and final contract settlements, including our estimate of total costs and make revisions to costs and income in the period in which the revisions are probable and reasonably estimable. We bear the risk of cost overruns in most of our contracts, which may result in reduced profits. Whenever revisions of estimated contract costs and contract values indicate that the contract costs will exceed estimated revenues, thus creating a loss, a provision for the total estimated loss is recorded in that period. Contracts can be modified to account for changes in contract specifications and requirements. Contract modifications are considered to exist when the modification either creates new or changes the existing enforceable rights and obligations. Most of the Company’s contract modifications are for goods or services that are not distinct from the existing contract due to the significant integration service provided in the context of the contract and are accounted for as if they were part of that existing contract. 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 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. 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 
 The timing of revenue recognition, customer billings and cash collections results in a contract asset or contract liability at the end of each reporting period. For instances where we recognize revenue prior to having an unconditional right to payment, we record a contract asset. When amounts are dependent on factors other than the passage of time in order for payment from a customer to be due, we record a contract asset which consists of costs incurred where revenue recognized over time using the cost-to-cost model exceeds the amounts billed to customers. Contract assets are recorded within Accounts receivable in the Condensed Consolidated Balance Sheets. Contract liabilities include advance payments and billings in excess of revenue recognized. Contract liabilities are recorded as deferred revenue within Accrued expenses and other current liabilities in the Condensed Consolidated Balance Sheets. Certain customers make advance payments prior to the satisfaction of our performance obligations on the contract. These amounts are recorded as contract liabilities until such performance obligations are satisfied over time as costs are incurred. Contract assets and contract liabilities are determined on a contract-by-contract basis. 
 Payment terms vary by customer and type of revenue contract. The Company generally expects that the period of time between payment and transfer of promised goods or services will be less than one year. In such instances, the Company has elected the practical expedient to not evaluate whether a significant financing component exists. 
 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 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 three months ended March 31, 2026 and 2025. 
 12 

 
 

 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 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 
 The Company has not incurred incremental costs for obtaining contracts with customers. In addition, the Company evaluates whether or not it should capitalize the costs of fulfilling a contract. Such costs would be capitalized when they are not within the scope of other standards and: (1) are directly related to a contract; (2) generate or enhance resources that will be used to satisfy performance obligations; and (3) are expected to be recovered. The Company has elected to use the practical expedient detailed in ASC 340-40, Other Assets and Deferred Costs-Contracts with Customers , to expense any costs to fulfill a contract as they are incurred when the amortization period would be one year or less. 
 Revenue Disaggregation 
 The following table presents the disaggregation of revenue by service: 
 
 For the three months ended March 31, 
 dollars in thousands 2026 2025 
 Fire suppression $ 2,265 $ 5,783 
 Aerial surveillance 1,581 1,711 
 MRO 4,648 7,890 
 Other services 18 262 
 Total revenues $ 8,512 $ 15,646 

 The following table presents the disaggregation of revenue by geographic area: 
 
 For the three months ended March 31, 
 dollars in thousands 
 2026 2025 
 United States $ 6,819 $ 9,737 
 Spain 1,693 5,909 
 Total revenues $ 8,512 $ 15,646 

 Concentration Risk 
 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. 
 
 
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 Income Taxes 
 For periods prior to the Reverse Recapitalization, Bridger Aerospace Group Holdings, LLC was a partnership for federal income tax purposes. Consequently, federal income taxes were not payable or provided for by Legacy Bridger. Members were taxed individually on their pro rata ownership share of the Legacy Bridger’s earnings. Legacy Bridger’s net income or loss was allocated among the members in accordance with the Company’s operating agreement. 
 Subsequent to the Reverse Recapitalization, Bridger Aerospace Group Holdings, Inc. became the successor of Legacy Bridger as discussed in “ Note 1 – Organization and Basis of Presentation ” included in this Quarterly Report on Form 10-Q. Bridger is subject to U.S. federal income taxes, in addition to state and local income taxes, with respect to net taxable income or loss and any related tax credits of the Company. Bridger is also subject to taxes in foreign jurisdictions in which it operates. 
 The Company provides for income taxes and the related accounts under the asset and liability method. Income tax benefit, deferred tax assets and liabilities and reserves for unrecognized tax benefits reflect management’s best assessment of estimated current and future taxes to be paid. The Company is subject to income taxes predominantly in the U.S. These tax laws are often complex and may be subject to different interpretations. 
 Deferred income taxes arise from temporary differences between the financial statement carrying amount and the tax basis of assets and liabilities and are measured using the enacted tax rates expected to be in effect during the year in which the basis difference reverses. In evaluating the ability to recover its deferred tax assets within the jurisdiction from which they arise, the Company considers all available positive and negative evidence. If based upon all available positive and negative evidence, it is more likely than not that the deferred tax assets will not be realized, a valuation allowance is established. 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. 
 Warrant Liabilities 
 The Company accounts for the Public Warrants and Private Placement Warrants (collectively, the “Warrants”) in accordance with ASC 480, Distinguishing Liabilities from Equity and ASC 815-40, Derivatives and Hedging—Contracts in Entity’s Own Equity, under which the Warrants do not meet the criteria for equity treatment and must be recorded as liabilities. Accordingly, the Company classifies the Warrants as liabilities at their fair value and adjusts the Warrants to fair value at each reporting period. The warrant liabilities are subject to remeasurement at each balance sheet date until exercised. Refer to “Note 12 – Accrued Expenses and Other Liabilities” included in this Quarterly Report on Form 10-Q for additional information. 
 Stock-Based Compensation 
 The Company accounts for its stock-based compensation in accordance with ASC 718, Compensation-Stock Compensation . 
 The Company along with the Board established and approved and assumed the Omnibus Plan which allowed the Company to grant restricted stock units (“RSUs”) to Bridger employees (the “Participants”). Upon satisfying the vesting conditions, each RSU provides the Participants the right to receive one share of Common Stock. The fair value of RSUs is determined based on the number of shares granted and the quoted market price of the Common Stock on the date of grant. 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. 
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 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 (“ASU 2024-03”). This update enhances annual and interim disclosures, in the notes to financial statements, of specified information about certain costs and expenses. 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. 
 
 NOTE 3 – SUPPLEMENTAL CASH FLOW INFORMATION 
 
 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 
 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 
 
 
 
 
 
 

 
 
 15 

 
 
 

 NOTE 4 – CASH EQUIVALENTS 
 Cash equivalents consist of the following: 
 
 As of March 31, 2026 As of December 31, 2025 
 dollars in thousands 
 Carrying Value 
 Cash equivalents: 
 Money market fund $ 6,733 $ 25,035 

 
 NOTE 5 – ACCOUNTS RECEIVABLE 
 Accounts receivable consist of the following: 
 
 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 
 Total accounts receivable $ 6,838 $ 3,190 

 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. Government. Unbilled receivable consists of earned revenue that has not yet been billed on the Company’s contracts. Foreign tax receivable consists primarily of value-added taxes charged by the Spanish government. Refer to “Note 2 – Summary of Significant Accounting Policies” for further discussion on Contract assets. 
 
 NOTE 6 – AIRCRAFT SUPPORT PARTS 
 Aircraft support parts consist of the following: 
 
 dollars in thousands 
 As of March 31, 2026 As of December 31, 2025 
 Repairables and expendables $ 611 $ 623 
 Other 628 1,031 
 Total aircraft support parts $ 1,239 $ 1,654 

 
 NOTE 7 – PREPAID EXPENSES AND OTHER CURRENT ASSETS 
 Prepaid expenses and other current assets consist of the following: 
 
 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 
 Other 281 291 
 Total prepaid expenses and other current assets $ 2,147 $ 3,994 

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 NOTE 8 – PROPERTY, PLANT AND EQUIPMENT, NET 
 Property, plant and equipment, net consist of the following: 
 
 dollars in thousands 
 As of March 31, 2026 As of December 31, 2025 
 Aircraft $ 266,773 $ 262,013 
 Less: Accumulated depreciation ( 49,973 ) ( 48,607 ) 
 Aircraft, net 216,800 213,406 
 
 Vehicles and equipment 7,100 7,049 
 Buildings 1,173 1,200 
 Leasehold improvements 673 645 
 Licenses 235 235 
 Finance lease right-of-use asset 132 117 
 Capitalized software and development costs 39 35 
 Less: Accumulated depreciation ( 4,154 ) ( 3,873 ) 
 Leasehold improvements and equipment, net 5,198 5,408 
 Total property, plant and equipment, net $ 221,998 $ 218,814 

 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 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 
 2024 Acquisition Activity 
 On June 28, 2024, the Company completed the acquisition of all the outstanding equity interests of Flight Test & Mechanical Solutions, Inc. (“FMS” and the “FMS Acquisition”), a turn-key provider of integration solutions for government and commercial customers including instrumentation, flight testing and airworthiness certification, for total initially estimated fair value consideration of $ 21.2 million, payable in unregistered shares of Bridger’s Common Stock, with $ 19.0 million fair value of Common Stock consideration paid at closing and upon settlement of certain post-closing purchase price adjustments to the former stockholders of FMS (consisting of 3,867,289 restricted shares of Common Stock determined based upon a volume-weighted average per-share price (“VWAP”) of the Common Stock for the 90 consecutive trading days ended June 27, 2024). The shares issued at close were issued at the fair value upon the closing date. The remaining $ 2.2 million of fair value Common Stock consideration is contingent upon the achievement of certain earnout conditions and, assuming achievement of such conditions, will be issued to the former stockholders of FMS in 2026 and 2027 based on the 2025 and 2026 results, respectively, with the price per share determined based upon a trailing 90-day VWAP of the Common Stock at the time of each issuance. During the measurement period, the Company revised the total purchase consideration of the FMS Acquisition due to changes in working capital adjustments, closing price adjustments and a deferred tax liability adjustment. As a result, total consideration decreased by $ 4.8 million. These adjustments resulted in a corresponding decrease in goodwill of $ 3.9 million. The maximum number 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 of the shares of Common Stock to be issued in the FMS Acquisition will be subject to transfer restrictions for an 18-month period after each issuance, with the transfer restrictions expiring with respect to 1/18th of the total shares of Common Stock each month over the 18-month period following such issuance. 
 17 

 
 

 None of the shares of Common Stock issued or issuable in connection with the FMS Acquisition were registered under the Securities Act of 1933, as amended (the “Securities Act”), on the FMS Acquisition date in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act. Recipients of shares of Common Stock in connection with the FMS Acquisition will have customary resale registration rights with respect to such shares of Common Stock pursuant to the terms and conditions of the FMS Acquisition. 
 The Company accounted for the FMS Acquisition under the acquisition method of accounting and has reported the results of operations of the FMS Acquisition as of the respective date of the FMS Acquisition. The Company based the estimated fair values of intangible assets on an income approach utilizing the relief from royalties and excess earnings methods. The income approach utilizes management’s estimates of future operating results and cash flows using a weighted average cost of capital that reflects market participant assumptions. For all other assets acquired and liabilities assumed, the fair value reflects the carrying value of the asset or liability due to their short maturity. The Company recorded the excess of the fair value of the consideration transferred in the FMS Acquisition over the fair value of net assets acquired as goodwill. The goodwill reflects our expectations of favorable future growth opportunities. 
 The Company has not presented pro forma combined results for the FMS Acquisition because the impact on previously reported statements of operations was not material. 
 As of March 31, 2025, the Company finalized the purchase accounting for the FMS Acquisition. The following table summarizes the final purchase price allocation: 
 
 dollars in thousands As of 
March 31, 2025 
 Common Stock $ 13,061 
 Working Capital Excess Shares 174 
 Closing Cash Shares Adjustment 143 
 Accrued Dividends Payable Adjustment 800 
 Earnout Shares 2,164 
 Total purchase price $ 16,342 

 
 dollars in thousands 
 As of
December 31, 2024 Adjustments As of 
March 31, 2025 
 Cash and cash equivalents $ 2,592 $ — $ 2,592 
 Accounts receivable 1 
 2,701 — 2,701 
 Aircraft support parts 265 — 265 
 Prepaid expenses and other current assets 124 — 124 
 Intangible assets 3,900 — 3,900 
 Property, plant and equipment 1,014 — 1,014 
 Other noncurrent assets 1,854 — 1,854 
 Accounts payable ( 259 ) — ( 259 ) 
 Dividends payable ( 800 ) — ( 800 ) 
 Deferred revenue ( 180 ) — ( 180 ) 
 Accrued expenses and other current liabilities ( 170 ) ( 139 ) ( 309 ) 
 Operating right-of-use current liability ( 56 ) — ( 56 ) 
 Operating right-of-use noncurrent liability ( 960 ) — ( 960 ) 
 Deferred tax liability ( 1,269 ) — ( 1,269 ) 
 Total identifiable net assets 8,756 ( 139 ) 8,617 
 Goodwill 7,586 139 7,725 
 Total purchase price $ 16,342 $ — $ 16,342 

 1 Balance includes $ 1.0 million in unbilled receivable. Fair value of accounts receivable approximates the contractual amount. 
 18 

 
 

 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. None of the acquired goodwill is expected to be deductible for income tax purposes. Acquired intangible assets consist of the following: 
 • Trade name: expected to be amortized over its useful life of 9.5 years as of the date of the FMS Acquisition. The fair value of the trade name was determined using the relief from royalty method. 
 • Customer relationships : expected to be amortized over its useful life of 3.5 years as of the date of the FMS Acquisition. The fair value of the customer relationships were determined using the multi-period excess earnings method. 
 • Contracts : expected to be amortized over its useful life of 5.5 years when placed into service. The fair value of the contracts were determined using the multi-period excess earnings method. 
 The transaction costs related to the acquisition were not material. The operating results of the acquisition have been included in the Company’s results of operations from the effective date of the acquisition. 
 
 NOTE 10 – GOODWILL AND INTANGIBLE ASSETS, NET 
 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 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 
 Contracts 5.5 3,400 ( 1,082 ) 2,318 
 Trade name 9.5 300 ( 55 ) 245 
 Internal-use software 3 297 ( 297 ) — 
 Customer relationships 3.5 200 ( 100 ) 100 
 Licenses 10 68 ( 68 ) — 
 Total intangible assets $ 8,663 $ ( 2,751 ) $ 5,912 

 
 As of December 31, 2025 
 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 
 Internal-use software 3 297 ( 297 ) — 
 Customer relationships 3.5 200 ( 86 ) 114 
 Licenses 10 68 ( 68 ) — 
 Total intangible assets $ 8,374 $ ( 2,351 ) $ 6,023 

 IPR&D is the historical know-how, software, formula protocols, designs and procedures expected to be needed to complete the development of the technology asset and receive regulatory approval. The Company amortizes the IPR&D over its useful life of five years when placed into service. For the three months ended March 31, 2026 and 2025, the Company capitalized costs of $ 0.3 million related to IPR&D. 
 19 

 
 

 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. 
 
 NOTE 11 – OTHER NONCURRENT ASSETS 
 Other noncurrent assets consisted of the following: 
 
 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 
 Deferred debt issuance costs 3,904 4,150 
 Deposits 2,726 1,937 
 Investment in Overwatch Imaging, Inc. 1,000 1,000 
 Prepaid expenses 869 986 
 Other 870 873 
 Total other noncurrent assets $ 46,349 $ 44,362 

 
 NOTE 12 – ACCRUED EXPENSES AND OTHER LIABILITIES 
 Accrued expenses and other liabilities consisted of the following: 
 
 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 
 Deferred revenue 2,079 3,434 
 Deferred underwriting fee payable 1,500 1,500 
 Accrued foreign tax 925 925 
 Finance right-of-use liability 104 96 
 Accrued interest expense 19 52 
 Other 845 742 
 Total accrued expenses and other liabilities 22,327 17,370 
 Less: Current accrued expenses and other current liabilities ( 9,652 ) ( 9,794 ) 
 Total long-term accrued expenses and other noncurrent liabilities $ 12,675 $ 7,576 

 Warrant liabilities 
 The warrant liabilities consist of the following Warrants issued by the Company in connection with the Reverse Recapitalization: 
 Public Warrants 
 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. The exercise price and number of shares of Common Stock issuable upon exercise of the Warrants may also be adjusted in certain circumstances including in the event of a share dividend, recapitalization, reorganization, merger or consolidation. In no event will the Company be required to net cash settle any Warrant. 
 The Warrants became exercisable 30 days following the Reverse Recapitalization and will expire January 24, 2028. 
 20 

 
 

 Under certain circumstances, the Company may elect to redeem the Public Warrants at a redemption price of $ 0.01 per Public Warrant at any time during the term of the warrant in which the Common Stock trading price has been at least $ 18.00 per share for 20 trading days within the 30 trading-day period ending on the third trading day prior to the date on which the Company sends the notice of redemption to the Warrant holders. If the Company elects to redeem the Public Warrants, it must notify the Public Warrant holders in advance, who would then have at least 30 days from the date of notification to exercise their respective warrants. If the warrant is not exercised within that 30-day period, it will be redeemed pursuant to this provision. The Company may also elect to redeem the outstanding Warrants at a redemption price of $ 0.10 per Warrant at any time during the term of the Warrant in which the Common Stock trading price is between $ 10.00 per share and $ 18.00 per share (as adjusted for share splits, share dividends, rights issuances, subdivisions, reorganization, recapitalizations and the like) for any 20 trading days within the 30 trading-day period ending on the third trading day prior to the date on which the Company sends the notice of redemption to the Warrant holders. 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 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 
 The Company issued Private Placement Warrants to purchase 9,400,000 shares of Common Stock at an exercise price of $ 11.50 per share in exchange for the 9,400,000 JCIC warrants originally purchased in a private placement by JCIC Sponsor, LLC (“JCIC Sponsor”) contemporaneously with JCIC’s initial public offering. JCIC Sponsor, or its permitted transferees, has the option to exercise the Private Placement Warrants on a cashless basis. 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 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 
 The Company assumed contingent consideration as part of prior year acquisition activity. The Company is required to make contingent payments to the sellers based on the achievement of certain operational milestones or certain earnout conditions. The fair value of the liability for the contingent payments was recognized upon acquisition as part of the purchase accounting opening balance sheet. The initial cost was recognized at fair value on the closing date with subsequent changes in estimated fair value recognized as Selling, general and administrative expenses in the Condensed Consolidated Statements of Operations. 
 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 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 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 former Ignis shareholders as contingent earnout consideration will not exceed 8,399,198 shares in the aggregate. 
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 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. None of the shares of Common Stock issued or issuable in connection with the Ignis Acquisition were registered under the Securities Act on the Ignis Acquisition date in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act. Recipients of shares of Common Stock in connection with the Ignis Acquisition will have customary resale registration rights with respect to such shares of Common Stock pursuant to the terms and conditions of the Ignis Acquisition. 
 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 ) 
 Contingent consideration, end of period $ 2,713 $ 2,743 

 
 NOTE 13 – INTEREST RATE SWAP 
 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 
 Long-term debt 
 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 are carried at amounts which reasonably approximate their fair values due to their short-term nature. 
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 The following tables summarize the Company’s assets and liabilities that are measured at fair value on a recurring basis, by level, within the fair value hierarchy: 
 
 As of March 31, 2026 
 dollars in thousands 
 Level 1 Level 2 Level 3 
 Assets 
 Cash $ 9,000 $ — $ — 
 Total Assets $ 9,000 $ — $ — 
 Liabilities 
 Warrant liabilities - Public Warrants $ 6,727 $ — $ — 
 Warrant liabilities - Private Placement Warrants — 3,666 — 
 Contingent consideration — — 2,713 
 Total liabilities $ 6,727 $ 3,666 $ 2,713 

 
 As of December 31, 2025 
 dollars in thousands 
 Level 1 Level 2 Level 3 
 Assets 
 Cash $ 31,381 $ — $ — 
 Total Assets $ 31,381 $ — $ — 
 Liabilities 
 Warrant liabilities - Public Warrants $ 3,450 $ — $ — 
 Warrant liabilities - Private Placement Warrants — 1,880 — 
 Contingent consideration — — 2,743 
 Total liabilities $ 3,450 $ 1,880 $ 2,743 

 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. The warrant liabilities are subject to remeasurement at each balance sheet date until exercised, and any change in fair value are recorded in earnings through Selling, general and administrative expense on the Condensed Consolidated Statements of Operations included in this Quarterly Report on Form 10-Q. 
 The Public Warrants are publicly traded under the symbol “BAERW,” and the fair value of the Public Warrants at a specific date is determined by the closing price of the Public Warrants as of that date. Therefore, the Public Warrants are classified as Level 1 of the fair value hierarchy. The Public Warrants are redeemable at any time during the term of the warrant in which the Common Stock share trading price has been at least $ 18.00 per share for 20 trading days within the 30 trading-day period. JCIC Sponsor can redeem both the Private Placement Warrants and the Public Warrants when the stock price is between $ 10.00 to $ 18.00 . As such, it is economically beneficial for the Company to redeem the Private Placement Warrants any time before the stock price crosses the $ 18.00 threshold. Therefore, the Warrants have similar economic value, hence Private Placement Warrants are deemed to have the same value as the Public Warrants and are classified Level 2 of the fair value hierarchy. Refer to “Note 12 – Accrued Expenses and Other Liabilities” included in this Quarterly Report on Form 10-Q for additional details. 
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 Contingent Consideration 
 In connection with prior year acquisition activity, the Company is required to make contingent payments to the sellers based on the achievement of certain operational milestones or based on the achievement of certain earnout conditions. The fair value of the contingent consideration was determined using the Monte-Carlo simulation-based model discounted to present value. Assumptions used in this calculation are equity volatility, estimated future stock prices and various probability factors, including management’s estimate of the likelihood of meeting certain operational milestones and earnout conditions. The ultimate settlement of the contingent consideration could deviate from current estimates based on the actual results of these financial measures. This liability is considered to be a Level 3 financial liability that is remeasured each reporting period. Changes in estimated fair value of contingent consideration are recognized as Selling, general and administrative expenses within the Condensed Consolidated Statements of Operations. Refer to “Note 12 – Accrued Expenses and Other Liabilities” included in this Quarterly Report on Form 10-Q for additional details. 
 Non-Recurring Fair Value Measurements 
 The Company measures certain assets at fair value on a non-recurring basis, including long-lived assets and goodwill and cost method investments, which are evaluated for impairment. 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 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 
 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. 
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 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. 
 Revolver 
 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. 
 DDTL 
 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. 
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 Other loans 
 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: 
 
 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 
 Other 76 96 
 Loans payable 227,782 222,492 
 Less: noncurrent debt issuance costs ( 7,000 ) ( 7,276 ) 
 Less: current debt issuance costs ( 1,965 ) ( 1,910 ) 
 Less: current portion of long-term debt, net of debt issuance costs ( 2,920 ) ( 926 ) 
 Total long-term debt, net of debt issuance costs $ 215,897 $ 212,380 

 
 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. 
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 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 
 Assets 
 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 
 Liabilities 
 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 

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 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 
 15 69 

 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 
 $ 4,065 $ 27 
 2027 5,306 36 
 2028 5,085 36 
 2029 5,202 25 
 2030 4,783 1 
 Thereafter 22,176 — 
 Total lease payments 46,617 125 
 Less: 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: 8.1 % 10.3 % 

 
 NOTE 17 – COMMITMENTS AND CONTINGENCIES 
 Legal Matters 
 From time to time, the Company is subject to various litigation and other claims in the normal course of business. No amounts have been accrued in the Condensed Consolidated Financial Statements with respect to any matters. 
 Due to the nature of our business, we may become, from time to time, involved in routine litigation or subject to disputes or claims related to our business activities. In the opinion of our management, there are no pending litigation, disputes or claims against us which, if decided adversely, will have a material adverse effect on our financial conditions, cash flows or results of operations. In the ordinary course of its operations, the Company will continue to vigorously enforce its legal and contractual rights to ensure that its business and operations continue on an unimpaired basis. 
 28 

 
 

 Contingencies 
 On November 17, 2023, the Company entered into a series of agreements with MAB and its subsidiary designed to facilitate the purchase and return to service of four Spanish Scoopers originally awarded to the Company in September 2023 via a public tender process from the Government of Spain. The terms of the agreements provide that the Company will manage the return to service upgrades of the Spanish Scoopers while they are owned and funded by MAB. The Company has the right, but not the obligation, to acquire each plane as it is ready to be contracted and returned to service. In the event that Bridger does not purchase the aircraft within the time periods set forth in the agreements, then either party may initiate a sales process for the sale of all aircraft that have not been purchased by the Company, which sales process the Company will oversee and manage. If the aircraft are sold to a third party through such process, then the Company must pay MAB’s subsidiary a cash fee equal to the amount, if any, by which the aggregate price of the Company’s purchase options for such aircraft exceeds the consideration paid by the third-party purchaser for the same aircraft, not to exceed $ 15.0 million in aggregate. If the aircraft are not sold to a third party and MAB’s subsidiary has not otherwise entered into an operating lease with a third party for the aircraft, then the Company must pay MAB’s subsidiary $ 15.0 million. On December 23, 2025, we purchased two of the Spanish Scoopers from MAB for an aggregate purchase price of $ 50.0 million, 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 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 $ 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. Shares of Series A Preferred Stock may be redeemed by the holder upon the consummation of a fundamental change, such as the sale of the Company or a similar liquidity event. 
 Given the conversion feature is considered substantive, the mandatory redemption on April 25, 2032 is not certain and accordingly, the Series A Preferred Stock are classified as mezzanine equity. 
 As of 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 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 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. 
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 Redeemable Series A Preferred Stock 
 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 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 March 31, 2025 315,789.473684 $ 386,740 

 
 NOTE 19 – STOCKHOLDERS’ DEFICIT 
 Common Stock 
 In connection with the Reverse Recapitalization, the Company issued 43,769,290 shares of Common Stock, of which 39,081,744 shares were issued to Legacy Bridger Common shareholders, 2,084,357 shares were issued to the public shareholders of JCIC and 2,603,189 shares were issued to JCIC Sponsor and independent directors of JCIC upon Closing. 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: 
 
 Number of
Awards Weighted average
grant date fair
value 
 Outstanding as of December 31, 2025 — $ — 
 Granted 303,890 2.49 
 Vested — — 
 Forfeited/Cancelled — — 
 Outstanding as of March 31, 2026 303,890 $ 2.49 

 Restricted Stock Units 
 In January 2023, in connection with the Closing, the Company and its Board established and approved and assumed the Omnibus Plan, which allowed the Company to grant RSUs to Bridger employees (the “Participants”). RSUs are settled in shares of Common Stock as the RSUs vest. The RSUs accrue dividend equivalents associated with the underlying shares of Common Stock as the Company declares dividends. Dividends are paid to holders of RSUs in cash upon the vesting date of the associated RSU and are forfeited if the RSU does not vest. 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 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. 
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 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 
 Granted 1,645,640 2.65 
 Vested ( 1,188,421 ) 4.53 
 Forfeited/Cancelled ( 61,877 ) 3.41 
 Outstanding as of March 31, 2026 5,922,007 $ 4.10 
 
 Outstanding as of December 31, 2024 4,472,950 $ 6.94 
 Granted 778,000 3.07 
 Vested ( 760,118 ) 6.20 
 Forfeited/Cancelled ( 77,077 ) 4.54 
 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 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 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”). 
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 The ATM offering was registered under the Securities Act, pursuant to our shelf registration statement on Form S-3 (Registration Statement No. 333-276721), as previously filed with the SEC and declared effective on February 6, 2024, under which the Company filed a new prospectus supplement with the SEC with respect to the ATM Offering on March 19, 2025. 
 Under the ATM Agreement, the Agents may sell the ATM Shares by any method permitted by law and deemed to be an “at the market offering” as defined in Rule 415 promulgated under the Securities Act, including sales made directly on or through the Nasdaq Global Market, or any other existing trading market for the ATM Shares or in negotiated transactions at market prices prevailing at the time of sale or at prices related to such prevailing market prices. Actual sales will depend on a variety of factors to be determined by the Company from time to time, including, among other things, market conditions, the trading price of the Common Stock, capital needs and determinations by the Company of the appropriate sources of funding for the Company. 
 The Company is not obligated to make any sales of the ATM Shares under the ATM Agreement. The offering of the ATM Shares pursuant to the ATM Agreement will terminate upon the termination of the ATM Agreement by the Agents or us, as permitted therein. 
 The ATM Agreement contains 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 Agents an aggregate commission of up to 3.0 % of the aggregate gross proceeds from each sale of the ATM Shares. The Company also agreed to reimburse the Agents for certain specified expenses in connection with entering into the 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. Mr. 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. Timothy Sheehy, the Company’s founder and former Chief Executive Officer, President and director, has placed his ownership interests in the Company into an independently managed blind trust. Blind trusts are governed by legal agreements that assign full investment and voting discretion to independent trustees who are neither affiliated with the Company nor under the influence or control of the beneficiaries. 
 In accordance with ASC 850, the Company evaluated whether the beneficiaries of the blind trusts retain the ability to exercise significant influence over the Company through their ownership or other means. Based on the structure of the blind trusts, including the absence of decision-making authority or access to information regarding trust-held assets, management has concluded that such trusts do not meet the criteria of a related party under GAAP. 
 Accordingly, no related party transactions or balances were identified with respect to these blind trusts after the transfer date. Transactions with the Company prior to the transfer are included in these related party disclosures for the periods presented. 
 The Company incurred related party training expenses, provided by an entity in which Mr. Timothy Sheehy has partial ownership, of 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. 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. 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 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 $ 0.4 million for the three months ended March 31, 2026 and 2025, respectively. 
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 NOTE 21 – INCOME TAXES 
 As a result of the Business Combination, the Company became the successor of Legacy Bridger, as discussed in “ Note 1 – Organization and Basis of Presentation ” included in this Quarterly Report on Form 10-Q, which is treated as a partnership for U.S. federal income tax purposes. As a partnership, Legacy Bridger’s net income or loss is allocated among the members in accordance with the Company’s operating agreement, and federal income taxes are not payable or provided for by Legacy Bridger. Members are taxed individually on their pro rata ownership share of the Legacy Bridger’s earnings. Bridger is subject to U.S. federal income taxes, in addition to state and local income taxes, with respect to net taxable income or loss and any related tax credits of the Company. Bridger is also subject to taxes in foreign jurisdictions in which it operates. 
 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. 
 The Company’s income tax filings will be subject to audit by various taxing jurisdictions. The Company will monitor the status of U.S. federal, state and local income tax returns that may be subject to audit in future periods. No U.S. federal, state and local income tax returns are currently under examination by the respective taxing authorities. 
 
 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 ) 
 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 ) 
 

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 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, 
 2026 2025 
 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 
 Private Placement Warrants 9,400,000 9,400,000 
 Unvested Legacy Bridger Incentive Units 40,404 40,404 
 Sponsor Earnout Shares 855,000 855,000 

 
 NOTE 23 – SEGMENT AND GEOGRAPHIC INFORMATION 
 The Company operates as a single operating segment . Our revenues are primarily derived from aerial wildfire management, relief and suppression and the delivery of specialty aviation services. 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, 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. 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 and administrative expenses. 
 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 
 2026 2025 
 Revenues $ 8,512 $ 15,646 
 Cost of revenues: 
 Flight operations 6,561 6,252 
 Maintenance 10,487 10,955 
 Total cost of revenues 17,048 17,207 
 Gross loss ( 8,536 ) ( 1,561 ) 
 
 Selling, general and administrative expense ( 16,730 ) ( 8,590 ) 
 
 
 Interest expense ( 6,150 ) ( 5,735 ) 
 Other income 140 599 
 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. 
 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 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. 
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 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: 
 
 dollars in thousands 
 As of March 31, 2026 As of December 31, 2025 
 United States $ 204,320 $ 198,301 
 Spain 50,658 51,928 

 
 NOTE 24 – SUBSEQUENT EVENTS 
 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. 
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 Table of Contents
Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.
Bridger Aerospace Group Holdings, Inc. 10-Q

Item 1. Financial Statements
