What changed in this filing

/stocks — the workspaceLOADING

Item 1. Financial Statements

2026-08-06 compared with 2026-05-08 · 284 added, 239 removed, 840 unchanged (38% of the section changed)

3 unchanged sentences

(dollars in thousands, except par value amounts)

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

As of June 30, 2026

As of December 31, 2025

Current assets:

6 unchanged sentences

Intangible assets, net

Goodwill 20,888 20,888

Other noncurrent assets

Total assets $ 314,371 $ 330,306

LIABILITIES, MEZZANINE EQUITY, AND STOCKHOLDERS’ DEFICIT

1 unchanged sentence

Accounts payable

$ 5,817 $ 3,417

Accrued expenses and other current liabilities 1

9 unchanged sentences

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

315,789.473684 shares authorized, issued and outstanding at June 30, 2026 and December 31, 2025

STOCKHOLDERS’ DEFICIT

1 unchanged sentence

1,000,000,000 shares authorized;

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

58,699,275 shares issued and outstanding at June 30, 2026;

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

4 unchanged sentences

Total liabilities, mezzanine equity and stockholders’ deficit

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.

1 Includes related party accrued expenses of zero and $ 0.4 million as of June 30, 2026 and December 31, 2025, respectively.

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

2 unchanged sentences

(dollars in thousands, except per share amounts)

For the three months ended March 31,

Revenues $ 8,512 $ 15,646

For the three months ended June 30,

For the six months ended June 30,

Cost of revenues:

Flight operations 1

Maintenance 10,487 10,955

Total cost of revenues

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

Selling, general and administrative expense 2

( 16,730 ) ( 8,590 )

Interest expense

Other income 140 599

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

Income tax expense ( 28 ) ( 251 )

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

(Loss) income before income taxes

Income tax benefit (expense)

Net (loss) income

Series A Preferred Stock - adjustment to maximum redemptions value

2 unchanged sentences

Weighted average Common Stock outstanding - basic and diluted

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.

1 Includes related party cost of revenues of zero for both the three and six months ended June 30, 2026, and $ 0.3 million and $ 1.3 million for the three and six months ended June 30, 2025, respectively.

2 Includes related party selling, general and administrative expense of $ 0.2 million and $ 0.5 million for the three and six months ended June 30, 2026, respectively, and zero for both the three and six months ended June 30, 2025.

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

BRIDGER AEROSPACE GROUP HOLDINGS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE (LOSS) INCOME

(dollars in thousands)

For the three months ended March 31,

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

For the three months ended June 30,

For the six months ended June 30,

Net (loss) income

Other comprehensive loss, net of tax:

2 unchanged sentences

Total other comprehensive loss net of tax

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

Comprehensive (loss) income

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

1 unchanged sentence

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ DEFICIT

For the Six Months Ended June 30, 2026

(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

Series A Preferred Stock

Additional paid-in capital

Accumulated deficit

Accumulated other comprehensive (loss) income

Total stockholders’ deficit

Balance at December 31, 2025

Net loss — — — — — ( 31,304 ) — ( 31,304 )

Foreign currency translation adjustment

5 unchanged sentences

Balance at March 31, 2026

Foreign currency translation adjustment

Series A Preferred Stock adjustment to maximum redemptions value

Common Stock issued related to Ignis Acquisition

Repurchased shares for tax withholding

Stock-based compensation

Balance at June 30, 2026

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

BRIDGER AEROSPACE GROUP HOLDINGS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ DEFICIT

For the Six Months Ended June 30, 2025

(dollars in thousands, except share value amounts)

Series A Preferred Stock

Additional paid-in capital

Accumulated deficit

Accumulated other comprehensive income

Total stockholders’ deficit

Balance at December 31, 2024

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

Foreign currency translation adjustment

4 unchanged sentences

Balance at March 31, 2025

Foreign currency translation adjustment

Unrealized loss on derivative instruments

Series A Preferred Stock adjustment to maximum redemptions value

Common Stock issued related to Ignis Acquisition

Repurchased shares for tax withholding

Stock-based compensation

Balance at June 30, 2025

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

2 unchanged sentences

(dollars in thousands)

For the three months ended March 31,

For the six months ended June 30,

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:

10 unchanged sentences

Accounts payable, accrued expenses and other liabilities

376 ( 3,061 )

Net cash used in operating activities

6 unchanged sentences

Drawdown of revolving credit facility

Repayments on debt ( 710 ) ( 812 )

Drawdown of delayed draw term loan

Cash paid for taxes related to net share settlement of equity awards

Payment of finance lease liability

Repayments on debt

Net cash provided by (used in) financing activities

5 unchanged sentences

Cash and cash equivalents – end of the period

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.

7 unchanged sentences

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

As of June 30, 2026, the Company’s fleet consists of the following:

Aircraft Type

Canadair CL-215T (“Spanish Scooper”)

11 unchanged sentences

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 information as of June 30, 2026 and for the three and six months ended June 30, 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.

Management also has evaluated the impact of events occurring after June 30, 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.

3 unchanged sentences

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.

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

On April 11, 2026, in connection with a separation agreement with a former executive, the Company recorded two adjustments to previously recognized stock-based compensation expense related to outstanding RSU awards within Selling, general, and administrative expense on the Condensed Consolidated Statements of Operations.

The Company accelerated the vesting of a portion of the executive’s unvested restricted stock unit (“RSU”) awards, which was accounted for as a Type III modification under ASC 718, resulting in the recognition of the remaining unrecognized compensation cost for those awards immediately.

The remaining unvested RSU awards that did not vest under the terms of the separation agreement were forfeited, resulting in the reversal of previously recognized stock-based compensation expense for those awards within Selling, general, and administrative expense on the Condensed Consolidated Statements of Operations.

These two events resulted in a net reduction of approximately $ 3.3 million to stock-based compensation expense for the period within Selling, general, and administrative expense on the Condensed Consolidated Statements of Operations.

On April 14, 2026, the Company drew an aggregate of $ 14.0 million under its Delayed Draw Term Loan (“DDTL”), under the Company’s Credit Agreement dated October 28, 2025.

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

On June 28, 2026, the Company drew an aggregate of $ 4.0 million under its Revolving Credit Facility (the “Revolver”), under the Company’s Credit Agreement dated October 28, 2025.

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

Reverse Recapitalization

34 unchanged sentences

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.

Accordingly, NFMS, LLC has been consolidated by the Company for the three and six months ended June 30, 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 June 30, 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.

7 unchanged sentences

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.

Accordingly, neither of these entities have been consolidated in the Condensed Consolidated Financial Statements of the Company for the three and six months ended June 30, 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.

7 unchanged sentences

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

For the three 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.

For the three and six months ended June 30, 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

17 unchanged sentences

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.

As of June 30, 2026 and December 31, 2025, the Company recorded $ 19.6 million to Stockholders’ deficit in the Condensed Consolidated Balance Sheets.

Deferred Financing Costs

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

In our Condensed Consolidated Balance Sheets, unamortized deferred financing costs related to the DDTL are reported as other non-current assets.

Deferred financing costs include origination, arrangement, legal and other fees to issue or amend the terms of the Revolver and DDTL.

In our Condensed Consolidated Balance Sheets, unamortized deferred financing costs related to the Revolver and DDTL are reported as other noncurrent 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.

37 unchanged sentences

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.

Total cumulative catch-up adjustments were not material for the three and six months ended June 30, 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.

For the three and six months ended June 30, 2026, we had other revenue of $ 21,000 and $ 39,000 , respectively, and for the three and six months ended June 30, 2025, we had other revenue of $ 3.3 million and $ 3.6 million, respectively.

Contract assets & liabilities

13 unchanged sentences

dollars in thousands

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

As of June 30, 2026

As of December 31, 2025

Contract assets

2 unchanged sentences

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.

For the six months ended June 30, 2026, the Company recognized revenues of $ 2.7 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.

There were no significant impairment losses related to any receivables or contract assets arising from the Company’s contracts with customers during the six months ended June 30, 2026 and 2025.

Remaining performance obligations

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

As of 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.

As of June 30, 2026, the Company has remaining unsatisfied performance obligations of $ 9.5 million, of which 100 % is expected to be recognized as revenue in the next twelve months .

Contract costs

8 unchanged sentences

The following table presents the disaggregation of revenue by service:

For the three months ended March 31,

For the three months ended June 30,

For the six months ended June 30,

dollars in thousands

1 unchanged sentence

Aerial surveillance

MRO 4,648 7,890

Other services

1 unchanged sentence

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

For the three months ended March 31,

For the three months ended June 30,

For the six months ended June 30,

dollars in thousands

United States

Spain 1,693 5,909

Total revenues

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.

The Company had two customers who individually accounted for 71 % and 16 % of total revenues for the three months ended June 30, 2026, and two customers who individually accounted for 61 % and 16 % of total revenues for the six months ended June 30, 2026.

The Company had three customers who individually accounted for 51 %, 23 % and 17 % of total revenues for the three months ended June 30, 2025, and three customers who individually accounted for 47 %, 24 % and 17 % of total revenues for the six months ended June 30, 2025.

The Company had one customer who individually accounted for 82 % of trade accounts receivable as of June 30, 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

50 unchanged sentences

Recently Issued Accounting Pronouncements

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

In April 2026, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No.

2026-01, Equity (Topic 505) — Initial Measurement of Paid-in-Kind Dividends on Equity-Classified Preferred Stock (“ASU 2026-01”), which requires that paid-in-kind (“PIK”) dividends on equity-classified preferred stock be initially measured based on the PIK dividend rate stated in the preferred stock agreement, applied to the liquidation value of the preferred stock outstanding.

ASU 2026-01 is effective for annual reporting periods beginning after December 15, 2026, and interim reporting periods within those annual periods, with early adoption permitted.

The Company plans to adopt ASU 2026-01 on January 1, 2027.

The Company's existing accounting policies are consistent with the requirements of ASU 2026-01, and therefore adoption is not expected to have a material impact on its Consolidated Financial Statements.

In September 2025, the FASB issued ASU No.

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

11 unchanged sentences

NOTE 3 – SUPPLEMENTAL CASH FLOW INFORMATION

For the three months ended March 31,

For the six months ended June 30,

dollars in thousands

7 unchanged sentences

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

Reduction in right-of-use asset and lease liability from operating lease modification

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

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

NOTE 4 – CASH EQUIVALENTS

Cash equivalents consist of the following:

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

As of June 30, 2026

As of December 31, 2025

dollars in thousands

4 unchanged sentences

Accounts receivable consist of the following:

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

dollars in thousands

As of June 30, 2026

As of December 31, 2025

Trade accounts receivable

3 unchanged sentences

Total accounts receivable

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

Substantially all accounts receivable as of June 30, 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.

5 unchanged sentences

dollars in thousands

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

As of June 30, 2026

As of December 31, 2025

Repairables and expendables

Other 628 1,031

Total aircraft support parts

2 unchanged sentences

dollars in thousands

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

As of June 30, 2026

As of December 31, 2025

Prepaid insurance

Deposits 631 1,639

Prepaid subscriptions

Other 281 291

Total prepaid expenses and other current assets

2 unchanged sentences

dollars in thousands

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

Aircraft $ 266,773 $ 262,013

As of June 30, 2026

As of December 31, 2025

Accumulated depreciation

Aircraft, net

Construction in progress

Vehicles and equipment

Buildings 1,173 1,200

Leasehold improvements

Licenses 235 235

Finance lease right-of-use asset

3 unchanged sentences

Total property, plant and equipment, net

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.

For the three and six months ended June 30, 2026, the Company recorded $ 4.4 million and $ 6.0 million of depreciation expense in Cost of revenues, respectively, and $ 0.1 million of depreciation expense in Selling, general and administrative expense.

For the three and six months ended June 30, 2025, the Company recorded $ 3.3 million and $ 4.6 million of depreciation expense in Cost of revenues, respectively, and $ 0.3 million and $ 0.7 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.

For the three and six months ended June 30, 2026 and 2025, the Company recorded no impairment charges.

For the three and six months ended June 30, 2026, the Company recorded a loss on disposal of assets of zero and $ 0.1 million, respectively, and for the three and six months ended June 30, 2025, the Company recorded a gain on disposal of assets of zero and $ 0.1 million, respectively, in Selling, general and administrative expense in the Condensed Consolidated Statements of Operations.

NOTE 9 – ACQUISITION ACTIVITY

3 unchanged sentences

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.

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 the third quarter of 2026 and fiscal year 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.

1 unchanged sentence

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.

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 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.

10 unchanged sentences

The following table summarizes the final purchase price allocation:

dollars in thousands As of

dollars in thousands

March 31, 2025

Common Stock $ 13,061

Working Capital Excess Shares

4 unchanged sentences

dollars in thousands

December 31, 2024 Adjustments As of

December 31, 2024

March 31, 2025

1 unchanged sentence

Accounts receivable 1

2,701 — 2,701

Aircraft support parts

11 unchanged sentences

Total identifiable net assets

Goodwill 7,586 139 7,725

Total purchase price

17 unchanged sentences

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.

There were no changes to the carrying amount of goodwill during the three and six months ended June 30, 2026.

Goodwill was $ 20.9 million as of June 30, 2026 and December 31, 2025.

As of June 30, 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 June 30, 2026 and December 31, 2025, due to the inclusion of the mezzanine equity, refer to “Note 18 – Mezzanine Equity.” There were no impairment charges recorded for goodwill for the three and six months ended June 30, 2026 and 2025.

Intangible assets consisted of the following:

As of March 31, 2026

As of June 30, 2026

dollars in thousands

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

Estimated Life (Years)

Gross Carrying Amount

Accumulated Amortization

Net Carrying Amount

In-process research and development (“IPR&D”)

Contracts 5.5 3,400 ( 1,082 ) 2,318

Trade name 9.5 300 ( 55 ) 245

Internal-use software

Customer relationships

Licenses 10 68 ( 68 ) —

Total intangible assets

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

dollars in thousands

Estimated Life (Years)

Gross Carrying Amount

Accumulated Amortization

Net Carrying Amount

Internal-use software

Customer relationships

Licenses 10 68 ( 68 ) —

Total intangible assets

1 unchanged sentence

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.

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.

For the six months ended June 30, 2026 and 2025, the Company capitalized costs of $ 0.7 million and $ 0.6 million related to IPR&D, respectively.

Amortization expense for intangible assets and other noncurrent assets was $ 0.5 million and $ 0.9 million for the three and six months ended June 30, 2026, respectively, and $ 0.3 million and $ 0.6 million for the three and six months ended June 30, 2025, respectively.

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

2 unchanged sentences

dollars in thousands

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

As of June 30, 2026

As of December 31, 2025

Operating lease right-of-use asset

1 unchanged sentence

Deferred debt issuance costs

Deposits 2,726 1,937

Investment in Overwatch Imaging, Inc.

Prepaid expenses

Other 870 873

Total other noncurrent assets

2 unchanged sentences

dollars in thousands

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

As of June 30, 2026

As of December 31, 2025

Warrant liabilities

Accrued salaries, wages and bonuses

Contingent consideration 2,713 2,743

Deferred revenue

Deferred underwriting fee payable

Contingent consideration

Accrued foreign tax

1 unchanged sentence

Accrued interest expense

Other 845 742

Total accrued expenses and other liabilities

14 unchanged sentences

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.

As of June 30, 2026 and December 31, 2025, 17,249,874 Public Warrants remain outstanding.

The Public Warrants are liability-classified with a balance of $ 4.9 million and $ 3.4 million, respectively, and a fair value of $ 0.28 and $ 0.20 per warrant as of June 30, 2026 and December 31, 2025, respectively.

Private Placement Warrants

2 unchanged sentences

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.

As of June 30, 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 $ 2.6 million and $ 1.9 million, respectively, and a fair value of $ 0.28 and $ 0.20 per warrant as of June 30, 2026 and December 31, 2025, respectively.

Contingent consideration

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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 first two payments were made as of the quarters ended June 30, 2024 and 2025.

The third and final payment was made during the second quarter of 2026, in which the Company issued 869,036 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, 2026).

The shares were issued at fair value, resulting in a total issuance value of approximately $ 1.7 million.

This amount was previously recognized as part of the contingent consideration liability as of March 31, 2026, 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.

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.

Pursuant to the agreement, the maximum number of shares of Common Stock issuable to the former Ignis shareholders as contingent earnout consideration was 8,399,198 .

As of June 30, 2026, the Company had issued 2,566,138 total shares of Common Stock to the former Ignis shareholders across all three payments, which did not exceed the shares authorized in the aggregate.

All of the shares of Common Stock to be issued as part of 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 transferring 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.

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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.

All shares issued will be subject to an 18-month transfer restriction period, with 1/18th of the total shares transferring 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

As of June 30, 2026, the Company recognized $ 1.0 million in Accrued expenses and other current liabilities in the Condensed Consolidated Balance Sheets and zero in in Long-term accrued expenses and other noncurrent liabilities in the Condensed Consolidated Balance Sheets.

As the final Ignis issuance occurred during the period, the June 30, 2026 balance reflects only the FMS-related liability.

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

The December 31, 2025 balance reflects liabilities related to both Ignis and FMS.

The change in contingent consideration for the six months ended June 30, 2026 and year ended December 31, 2025 was as follows:

dollars in thousands

As of June 30, 2026

As of December 31, 2025

Contingent consideration, beginning of period

Change in fair value of contingent consideration

Settlement of contingent consideration — ( 1,191 )

Settlement of contingent consideration (related to Ignis)

Contingent consideration, end of period

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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.

No derivative instruments related to the swap remain outstanding as of June 30, 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.

As of June 30, 2026 and December 31, 2025, the Company had $ 0.1 million of fixed rate debt outstanding and $ 245.0 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 June 30, 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.

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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

As of June 30, 2026

dollars in thousands

Level 1 Level 2 Level 3

Cash $ 9,000 $ — $ —

Total Assets $ 9,000 $ — $ —

Warrant liabilities - Public Warrants

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dollars in thousands

Level 1 Level 2 Level 3

Cash $ 31,381 $ — $ —

Total Assets $ 31,381 $ — $ —

Warrant liabilities - Public Warrants

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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 warrant liabilities are subject to remeasurement at each balance sheet date until exercised, and any change in fair value is 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.

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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 .

The Company 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.

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

As of 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.

As of June 30, 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

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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 has drawn $ 210.0 million under the Initial Term Loans and $ 24.3 million under the DDTL, with $ 75.7 million remaining in borrowing capacity on the DDTL, and has drawn $ 10.0 million under the Revolver, with $ 11.5 million remaining in borrowing capacity on the Revolver as of June 30, 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.

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

The Company was in compliance with the covenants contained in the Credit Agreement as of March 31, 2026.

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

The Company was in compliance with the financial covenants as of March 31, 2026 and management anticipates the Company will remain in compliance with the such covenants at future quarterly measurement periods during the next 12 months.

The Company was in compliance with the financial covenants as of June 30, 2026.

Initial Term Loans

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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.

Commitment fees totaled $ 19,000 and $ 46,000 for the three and six months ended June 30, 2026 and are included in interest expense.

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

On March 27, 2026, the Company drew $ 6.0 million from the Revolver, for working capital needs at an elected rate of SOFR plus 6.00 %.

In connection with the draw, $ 0.3 million of previously deferred upfront fees and issuance costs allocated to the Revolver were reclassified as a debt discount to the drawn amount as of March 31, 2026.

On June 28, 2026, the Company drew an additional $ 4.0 million from the Revolver for working capital needs, at an elected rate of SOFR plus 6.00 %.

In connection with the draw, $ 0.1 million of previously deferred upfront fees and issuance costs allocated to the Revolver were reclassified as a debt discount to the drawn amount as of June 30, 2026.

The remaining deferred asset related to the Revolver was $ 0.4 million as of June 30, 2026.

As of June 30, 2026, total outstanding borrowings under the Revolver were $ 10.0 million, with $ 11.5 million of remaining availability under the facility.

The total unamortized debt discount and deferred issuance costs associated with the Revolver were $ 0.4 million as of June 30, 2026.

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

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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.

Commitment fees totaled $ 0.2 million and $ 0.4 million for the three and six months ended June 30, 2026 and are included in interest expense.

The Company recorded $ 3.8 million of upfront fees and issuance costs allocated to the DDTL as a deferred asset.

On December 17, 2025, the Company drew $ 10.3 million from the DDTL to fund the purchase of two Pilatus aircraft, at an elected rate of SOFR plus 6.00 %.

In connection with the draw, $ 0.4 million of previously deferred upfront fees and issuance costs allocated to the DDTL were reclassified as a debt discount to the drawn amount.

On April 14, 2026, the Company drew an additional $ 14.0 million from the DDTL, at an elected rate of SOFR plus 6.00 %.

In connection with the draw, $ 0.5 million of previously deferred upfront fees and issuance costs allocated to the DDTL were reclassified as a debt discount to the drawn amount.

The remaining deferred asset related to the DDTL was $ 2.9 million as of June 30, 2026.

As of June 30, 2026, total outstanding borrowings under the DDTL were $ 24.3 million, with $ 75.7 million of remaining availability under the facility.

The total unamortized debt discount and deferred issuance costs associated with the DDTL were $ 0.9 million as of June 30, 2026.

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

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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.

Amortization of debt issuance costs was $ 0.6 million and $ 1.1 million for the three and six months ended June 30, 2026, respectively, and $ 0.2 million and $ 0.5 million for the three and six months ended June 30, 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.

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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.

As of June 30, 2026, the Company pledged or restricted substantially all of the assets (consisting principally of 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

As of June 30, 2026

As of December 31, 2025

Initial Term Loan

DDTL 10,199 10,224

Revolver 6,000 —

UMB Loan (Kodiak Aircraft)

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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:

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

Components of the Company’s operating and finance lease assets and liabilities as of March 31, 2026 and December 31, 2025 are as follows:

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

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

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

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

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

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

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

Components of the Company’s operating and finance lease assets and liabilities as of June 30, 2026 and December 31, 2025 are as follows:

dollars in thousands

Financial Statement Line Item

As of June 30, 2026

As of December 31, 2025

Operating lease right-of-use asset

Other noncurrent assets

Finance lease right-of-use asset, net

Property, plant and equipment, net

Operating lease right-of-use liabilities (current)

Operating lease right-of-use liability (current)

Finance lease right-of-use liabilities (current)

Accrued expenses and other current liabilities

Operating lease right-of-use liabilities (non-current)

Operating lease right-of-use liability (noncurrent)

Finance lease right-of-use liabilities (non-current)

Accrued expenses and other noncurrent liabilities

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.

During the quarter ended June 30, 2026, the Company reassessed its lease term for one of its operating leases and concluded it was no longer reasonably certain to exercise the renewal option previously included in the lease term, in accordance with ASC 842.

As a result, the Company remeasured the associated lease liability and corresponding right-of-use asset, resulting in a decrease of approximately $ 0.5 million to both the lease liability and the right-of-use asset.

The reassessment did not result in a gain or loss.

The Company recorded $ 1.5 million and $ 2.9 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 and six months ended June 30, 2026, respectively, and $ 0.8 million and $ 1.5 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 and six months ended June 30, 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,

For the six months ended June 30,

dollars in thousands

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Operating cash flows from operating leases

$ 1,255 $ 716

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

Operating leases

$ 2,343 $ 2,217

Finance leases

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

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

Cash paid for amounts included in the measurement of finance lease liabilities was immaterial for the three and six months ended June 30, 2026 and 2025.

As of June 30, 2026, future minimum lease payments are as follows:

dollars in thousands

Operating Leases Finance Leases

Operating Leases

Finance Leases

Year Ending December 31:

Remainder of 2026

2027 5,306 36

2028 5,085 36

2029 5,202 25

Thereafter 22,176 —

Total lease payments

interest ( 13,374 ) ( 21 )

Total lease liabilities

Weighted average remaining lease term:

8.9 years 3.7 years

Weighted average discount rate:

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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.

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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.

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

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

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.

Accrued interest for the Series A Preferred Stock was $ 14.1 million and $ 13.2 million for the six months ended June 30, 2026 and 2025, respectively.

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

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

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

As of June 30, 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.

Upon Closing, the Series A Preferred Stock had both a carrying value and redemption value of $ 332.7 million.

As of June 30, 2026 and December 31, 2025, the Series A Preferred Stock had both a carrying value and redemption value of $ 421.4 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.

As of June 30, 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 June 30, 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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dollars in thousands

Shares Amounts

Balance as of December 31, 2025

315,789.473684

Adjustment to maximum redemptions value

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

Balance as of June 30, 2026

315,789.473684

Balance as of December 31, 2024

315,789.473684

Adjustment to maximum redemptions value

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

Balance as of June 30, 2025

315,789.473684

NOTE 19 – STOCKHOLDERS’ DEFICIT

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

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

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

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

Awards Weighted average

As of June 30, 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 and six months ended June 30, 2026.

The total unrecognized compensation cost related to this award was $ 750,000 as of June 30, 2026.

Restricted Common Stock activity for the six months ended June 30, 2026 is as follows:

Weighted average

grant date fair

Outstanding as of December 31, 2025

Granted 303,890 2.49

Forfeited/Cancelled

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

Outstanding as of June 30, 2026

Restricted Stock Units

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

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

Number of Awards Weighted average grant date fair value

RSU activity for the six months ended June 30, 2026 and 2025 is as follows:

Number of Awards

Weighted average grant date fair value

Outstanding as of December 31, 2025

Granted 1,645,640 2.65

Vested ( 1,188,421 ) 4.53

( 1,489,912 )

Forfeited/Cancelled

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

Outstanding as of June 30, 2026

Outstanding as of December 31, 2024

Granted 778,000 3.07

Vested ( 760,118 ) 6.20

Forfeited/Cancelled

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.

Outstanding as of June 30, 2025

The total fair value of RSUs vested during the six months ended June 30, 2026 and 2025 was $ 3.6 million and $ 2.5 million, respectively, based on the closing stock price on the date of vesting.

For the three and six months ended June 30, 2026, the Company recorded stock-based compensation expense related to RSUs of $ 0.4 million and $ 0.7 million, respectively, within Total cost of revenues on the Condensed Consolidated Statements of Operations.

As discussed in “Note 1 – Organization and Basis of Presentation,” in connection with a separation agreement with a former executive, the Company recorded two adjustments to previously recognized stock-based compensation expense related to outstanding RSU awards.

The Company accelerated the vesting of a portion of the executive's unvested RSU awards, which was accounted for as a Type III modification under ASC 718, resulting in the recognition of the remaining unrecognized compensation cost for those awards immediately.

These two events resulted in a net reduction of approximately $ 3.3 million to stock-based compensation expense for the three months ended June 30, 2026.

As such, for the three months ended June 30, 2026, the Company recognized a net credit to stock-based compensation expense of $ 1.1 million within Selling, general, and administrative expense on the Condensed Consolidated Statements of Operations.

This reversal exceeded the Company’s normal ongoing stock-based compensation expense for the quarter, resulting in a net credit position.

The Company does not expect this to recur at a similar magnitude in future periods.

For the six months ended June 30, 2026, the Company recorded stock-based compensation expense related to RSUs of $ 0.3 million within Selling, general, and administrative expense on the Condensed Consolidated Statements of Operations.

For the three and six months ended June 30, 2025, the Company recorded stock-based compensation expense related to RSUs of $ 0.3 million and $ 0.6 million, respectively, within Total cost of revenues and $ 1.4 million and $ 3.1 million, respectively, within Selling, general and administrative expense on the Condensed Consolidated Statements of Operations.

As of June 30, 2026, there was $ 12.4 million of unrecognized total compensation expense related to unvested RSUs, which is expected to be recognized over a weighted-average period of 1.7 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.

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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.

As of June 30, 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.

For the three and six months ended June 30, 2026, the Company recorded stock-based compensation expense related to liability-classified awards for common shares of zero and $ 0.2 million, respectively, within Total cost of revenues and zero and $ 0.5 million, respectively, within Selling, general and administrative expense on the Condensed Consolidated Statements of Operations.

For the three and six months ended June 30, 2025, the Company recorded stock-based compensation expense related to liability-classified awards for common shares of zero within Total cost of revenues and Selling, general and administrative expense on the Condensed Consolidated Statements of Operations.

Incentive Units

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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.

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 June 30, 2026.

As of June 30, 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.

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

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

During the six months ended June 30, 2026, the Company did not sell any shares of Common Stock under the ATM Agreement.

NOTE 20 – RELATED PARTY TRANSACTIONS

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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.

The Company incurred professional service expenses of approximately $ 0.2 million and $ 0.5 million for the three and six months ended June 30, 2026, respectively, and zero for the three and six months ended June 30, 2025.

The Company had approximately zero and $ 0.4 million in Accrued expenses related to professional services as of June 30, 2026 and December 31, 2025, respectively.

As of May 28, 2025, Mr.

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

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

Timothy Sheehy has partial ownership, of zero for the three and six months ended June 30, 2026, and zero and $ 0.6 million for the three and six months ended June 30, 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.

ASSF Holdings LP (now managed by Eyre Street Capital, LLC, “ESC Investor”) made capital contributions totaling $ 13.0 million in exchange for 13,031 voting Class A Units of MAB.

ESC Investor holds approximately 10 % of Bridger’s outstanding convertible Series A Preferred Stock which represents approximately 6.2 % 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.

The Company incurred related party lease expense of approximately zero for the three and six months ended June 30, 2026, and $ 0.3 million and $ 0.7 million for the three and six months ended June 30, 2025, respectively.

NOTE 21 – INCOME TAXES

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

For the three 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.

For the three and six months ended June 30, 2026, the Company recorded income tax benefit of $ 5,000 and income tax expense of $ 23,000 , respectively.

The effective tax rate for the three and six months ended June 30, 2026 was 1.0 % and ( 0.1 )%, respectively.

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

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

For the three and six months ended June 30, 2025, the Company recorded income tax expense of $ 0.2 million and $ 0.4 million, respectively.

The effective tax rate for the three and six months ended June 30, 2025 was ( 1.3 )% and ( 2.9 )%, respectively.

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

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

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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,

For the three months ended June 30,

For the six months ended June 30,

dollars in thousands, except per share amounts

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

Adjustments to Net loss:

Net (loss) income

Adjustments to Net (loss) income:

Series A Preferred Stock—adjustment to maximum redemptions value

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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,

For the three months ended June 30,

For the six months ended June 30,

Series A Preferred Stock

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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,

The following table presents selected financial information with respect to the Company’s single operating segment for the three and six months ended June 30, 2026 and 2025:

For the three months ended June 30,

For the six months ended June 30,

dollars in thousands

Revenues $ 8,512 $ 15,646

Cost of revenues:

Flight operations

Maintenance 10,487 10,955

Total cost of revenues

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

Selling, general and administrative expense

Interest expense

Other income 140 599

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

Income tax expense ( 28 ) ( 251 )

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

(Loss) income before income taxes

Income tax benefit (expense)

Net (loss) income

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.

Total United States revenues were $ 29.7 million and $ 36.5 million for the three and six months ended June 30, 2026, respectively, and $ 25.7 million and $ 35.4 million for the three and six months ended June 30, 2025, respectively.

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

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

dollars in thousands

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

As of June 30, 2026

As of December 31, 2025

United States

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.

Management has evaluated subsequent events and transactions that occurred after June 30, 2026 up to the date of issuance of these Condensed Consolidated Financial Statements.

On July 22, 2026, the Company repaid $ 4.0 million of the outstanding balance under its Revolver, reducing the outstanding Revolver balance from $ 10.0 million to $ 6.0 million.

Following the repayment, the Company had $ 15.5 million of remaining availability under the Revolver.

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

What changed 10-Q

Item 1. Financial Statements