GMR Solutions Inc. 10-Q

Item 1. Financial Statements ​ GMR Solutions Inc. CONDENSED CONSOLIDATED BALANCE SHEETS (Amounts in thousands) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ March 31, ​ December 31, ​ ​ ​ ​ 2026 ​ ​ ​ 2025 ​ ​ (unaudited) ​ ​ ​ ASSETS ​ ​ ​ ​ ​ ​ Current assets: ​ ​ ​ ​ ​ ​ Cash and cash equivalents ​ $ 426,092 ​ $ 609,349 Insurance collateral ​ ​ 74,396 ​ ​ 78,608 Accounts receivable, net ​ ​ 1,159,661 ​ ​ 1,094,814 Spare parts, medical supplies and fuel ​ ​ 123,772 ​ ​ 115,725 Prepaid expenses ​ ​ 75,808 ​ ​ 105,014 Other current assets ​ ​ 135,098 ​ ​ 128,571 Total current assets ​ ​ 1,994,827 ​ ​ 2,132,081 Property and equipment, net of accumulated depreciation of $ 1,269,762 and $ 1,223,603 at March 31, 2026 and December 2025, respectively ​ ​ 1,364,127 ​ ​ 1,361,278 Operating right-of-use assets ​ ​ 207,786 ​ ​ 203,258 Finance right-of-use assets ​ ​ 88,730 ​ ​ 85,030 Intangible assets, net ​ ​ 1,188,075 ​ ​ 1,204,237 Goodwill ​ ​ 2,180,581 ​ ​ 2,180,581 Other assets ​ ​ 316,509 ​ ​ 315,580 Total assets ​ $ 7,340,635 ​ $ 7,482,045 LIABILITIES, MEZZANINE EQUITY AND STOCKHOLDERS' EQUITY ​ ​ ​ ​ ​ ​ Current liabilities: ​ ​ ​ ​ ​ ​ Accounts payable ​ ​ 65,822 ​ ​ 60,047 Accrued wages, benefits and taxes ​ ​ 264,812 ​ ​ 339,710 Accrued interest ​ ​ 91,504 ​ ​ 75,655 Other accrued liabilities ​ ​ 423,468 ​ ​ 363,160 Current portion of lease obligations ​ ​ 80,562 ​ ​ 78,717 Current portion of long-term debt ​ ​ 141,809 ​ ​ 147,140 Total current liabilities ​ ​ 1,067,977 ​ ​ 1,064,429 Operating lease obligations ​ ​ 174,179 ​ ​ 171,880 Finance lease obligations ​ ​ 79,314 ​ ​ 74,943 Long-term debt ​ ​ 4,894,435 ​ ​ 4,898,769 Deferred income taxes ​ ​ 208,947 ​ ​ 209,067 Insurance reserves ​ ​ 310,619 ​ ​ 312,069 Other long-term liabilities ​ ​ 100,026 ​ ​ 101,593 Total liabilities ​ ​ 6,835,497 ​ ​ 6,832,750 Commitments and contingencies ​ ​ ​ ​ ​ ​ Mezzanine equity: ​ ​ ​ ​ ​ ​ Redeemable preferred stock ​ ​ 292,469 ​ ​ 445,140 Total mezzanine equity ​ ​ 292,469 ​ ​ 445,140 Stockholders' equity: ​ ​ ​ ​ ​ ​ Common stock, $ 0.0001 par value, 200,000,000 shares authorized and 22,096,835 and 22,096,835 shares issued and outstanding, respectively ​ ​ 2 ​ ​ 2 Additional paid-in capital ​ ​ 359,052 ​ ​ 456,466 Retained earnings (deficit) ​ ​ ( 153,156 ) ​ ​ ( 259,492 ) Accumulated other comprehensive income (loss) ​ ​ 6,771 ​ ​ 7,179 Total stockholders' equity (deficit) ​ ​ 212,669 ​ ​ 204,155 Total liabilities, mezzanine equity and stockholders' equity ​ $ 7,340,635 ​ $ 7,482,045 ​ The accompanying notes to Condensed Consolidated Financial Statements are an integral part of these statements. 2 Table of Contents GMR Solutions Inc. CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Amounts in thousands, except share and per share amounts, unaudited) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Three Months Ended March 31, ​ ​ ​ ​ 2026 ​ ​ ​ 2025 Net revenue ​ $ 1,457,576 ​ $ 1,367,407 Operating expenses: ​ ​ ​ ​ ​ ​ Employee wages, benefits and taxes ​ ​ 770,006 ​ ​ 734,758 Maintenance, fuel and other direct expenses ​ ​ 118,620 ​ ​ 111,811 Insurance expense ​ ​ 42,979 ​ ​ 33,652 Other operating expenses ​ ​ 228,094 ​ ​ 215,806 Depreciation and amortization ​ ​ 75,367 ​ ​ 75,127 Impairment of assets held for sale and other investments ​ ​ — ​ ​ 14,100 Acquisition, integration and other charges ​ ​ 3,612 ​ ​ 4,301 Total operating expenses ​ ​ 1,238,678 ​ ​ 1,189,555 Operating income ​ ​ 218,898 ​ ​ 177,852 Interest expense, net ​ ​ 83,174 ​ ​ 113,685 Equity in (earnings) losses of unconsolidated affiliates ​ ​ ( 463 ) ​ ​ ( 2,302 ) Other (income) loss, net ​ ​ ( 6,344 ) ​ ​ ( 922 ) Net income (loss) before income taxes ​ ​ 142,531 ​ ​ 67,391 Income tax (benefit) expense ​ ​ 36,195 ​ ​ 29,367 Net income (loss) ​ $ 106,336 ​ $ 38,024 ​ ​ ​ ​ ​ ​ ​ Net income (loss) available to common stockholders per share: ​ ​ ​ ​ ​ ​ Basic ​ $ 0.92 ​ $ ( 0.03 ) Diluted ​ $ 0.28 ​ $ ( 0.03 ) ​ ​ ​ ​ ​ ​ ​ Weighted-average common shares outstanding: ​ ​ ​ ​ ​ ​ Basic ​ ​ 45,836,749 ​ ​ 45,551,279 Diluted ​ ​ 149,275,141 ​ ​ 45,551,279 ​ ​ ​ ​ ​ ​ ​ Comprehensive income (loss): ​ ​ ​ ​ ​ ​ Net income (loss) ​ ​ 106,336 ​ ​ 38,024 Other comprehensive income (loss) ​ ​ ​ ​ ​ ​ Unrealized holding gains (losses) on investments ​ ​ ( 524 ) ​ ​ 468 Deferred income tax benefit (expense), net ​ ​ 116 ​ ​ ( 104 ) Total other comprehensive income (loss), net of income tax ​ ​ ( 408 ) ​ ​ 364 Comprehensive income (loss) ​ $ 105,928 ​ $ 38,388 ​ The accompanying notes to Condensed Consolidated Financial Statements are an integral part of these statements. ​ 3 Table of Contents GMR Solutions Inc. CONDENSED CONSOLIDATED STATEMENTS OF MEZZANINE EQUITY AND STOCKHOLDERS’ EQUITY (Amounts in thousands, except share amounts, unaudited) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Accumulated ​ ​ ​ ​ Redeemable ​ ​ ​ ​ ​ ​ ​ Additional ​ ​ ​ ​ Other ​ ​ Total ​ Preferred ​ ​ Common Stock ​ Paid-in ​ Retained ​ Comprehensive ​ Stockholders' ​ Stock ​ ​ ​ ​ Shares ​ ​ ​ Amount ​ ​ ​ Capital ​ ​ ​ Earnings ​ ​ ​ Income (Loss) ​ ​ ​ Equity ​ ​ ​ Shares ​ ​ ​ Amount Balance at December 31, 2024 ​ 21,675,837 ​ $ 2 ​ $ 648,761 ​ $ ( 465,719 ) ​ $ 4,951 ​ $ 187,995 ​ 962,632 ​ $ 777,388 Stock-based compensation expense ​ — ​ ​ — ​ ​ 520 ​ ​ — ​ ​ — ​ ​ 520 ​ — ​ ​ — Issuance of shares under stock award plan, net of shares withheld for cash taxes paid ​ 148,750 ​ ​ — ​ ​ 498 ​ ​ — ​ ​ — ​ ​ 498 ​ — ​ ​ — Net income (loss) ​ — ​ ​ — ​ ​ — ​ ​ 38,024 ​ ​ — ​ ​ 38,024 ​ — ​ ​ — Other comprehensive income (loss), net of tax benefit (expense) of ($ 0.1 ) million ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ 364 ​ ​ 364 ​ — ​ ​ — Balance at March 31, 2025 ​ 21,824,587 ​ $ 2 ​ $ 649,779 ​ $ ( 427,695 ) ​ $ 5,315 ​ $ 227,401 ​ 962,632 ​ $ 777,388 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Balance at December 31, 2025 ​ 22,096,835 ​ $ 2 ​ $ 456,466 ​ $ ( 259,492 ) ​ $ 7,179 ​ $ 204,155 ​ 551,212 ​ $ 445,140 Redemption of redeemable preferred stock ​ — ​ ​ — ​ ​ ( 97,323 ) ​ ​ — ​ ​ — ​ ​ ( 97,323 ) ​ ( 189,050 ) ​ ​ ( 152,671 ) Stock-based compensation expense ​ — ​ ​ — ​ ​ ( 91 ) ​ ​ — ​ ​ — ​ ​ ( 91 ) ​ — ​ ​ — Net income (loss) ​ — ​ ​ — ​ ​ — ​ ​ 106,336 ​ ​ — ​ ​ 106,336 ​ — ​ ​ — Other comprehensive income (loss), net of tax benefit (expense) of $ 0.1 million ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ ( 408 ) ​ ​ ( 408 ) ​ — ​ ​ — Balance at March 31, 2026 ​ 22,096,835 ​ $ 2 ​ $ 359,052 ​ $ ( 153,156 ) ​ $ 6,771 ​ $ 212,669 ​ 362,162 ​ $ 292,469 ​ ​ The accompanying notes to Condensed Consolidated Financial Statements are an integral part of these statements. ​ 4 Table of Contents GMR Solutions Inc. CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Amounts in thousands, unaudited) ​ ​ ​ ​ ​ ​ ​ ​ ​ Three Months Ended March 31, ​ ​ ​ ​ 2026 ​ ​ ​ 2025 Cash flows from operating activities: ​ ​ ​ ​ ​ ​ Net income (loss) ​ $ 106,336 ​ $ 38,024 Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities ​ ​ ​ ​ ​ ​ Depreciation and amortization ​ ​ 75,367 ​ ​ 75,127 Amortization of deferred financing costs and debt discount ​ ​ 2,389 ​ ​ 4,094 Paid-in-kind interest on long-term debt ​ ​ — ​ ​ 7,757 Impairment of assets held for sale and other investments ​ ​ — ​ ​ 14,100 (Gain) loss on divestiture of businesses ​ ​ — ​ ​ ( 1,422 ) Stock-based compensation expense ​ ​ ( 91 ) ​ ​ 520 Liability classified stock awards ​ ​ — ​ ​ 2,085 Loss (gain) on disposal of property and equipment ​ ​ 1,076 ​ ​ 4,105 Unrealized loss (gain) on marketable equity securities ​ ​ 1,227 ​ ​ 1,235 Deferred income taxes ​ ​ ( 4 ) ​ ​ ( 1 ) Other, net ​ ​ ( 7,364 ) ​ ​ ( 2,302 ) Changes in assets and liabilities, net of effects of acquisitions ​ ​ ​ ​ ​ ​ Accounts receivable, net ​ ​ ( 64,847 ) ​ ​ ( 61,631 ) Accounts payable ​ ​ 5,775 ​ ​ 3,050 Accrued wages, benefits and taxes ​ ​ ( 73,169 ) ​ ​ ( 34,704 ) Accrued interest ​ ​ 15,849 ​ ​ 65,712 Accrued liabilities ​ ​ 54,375 ​ ​ 47,643 Other assets and liabilities, net ​ ​ 11,824 ​ ​ 25,951 Net cash provided by (used in) operating activities ​ ​ 128,743 ​ ​ 189,343 ​ ​ ​ ​ ​ ​ ​ Cash flows from investing activities: ​ ​ ​ ​ ​ ​ Proceeds from divestiture of businesses ​ ​ — ​ ​ 6,422 Proceeds from asset disposals related to sales and insurance recoveries ​ ​ 1,199 ​ ​ 265 Purchases of property and equipment ​ ​ ( 64,138 ) ​ ​ ( 52,458 ) Net change in investments held as insurance collateral ​ ​ ( 660 ) ​ ​ ( 734 ) Purchases of marketable securities ​ ​ ( 25,878 ) ​ ​ ( 10,150 ) Sales and maturities of marketable securities ​ ​ 24,819 ​ ​ 12,852 Other investing activities, net ​ ​ 13,200 ​ ​ ( 4,613 ) Net cash provided by (used in) investing activities ​ ​ ( 51,458 ) ​ ​ ( 48,416 ) ​ ​ ​ ​ ​ ​ ​ Cash flows from financing activities: ​ ​ ​ ​ ​ ​ Payments on finance lease obligations ​ ​ ( 3,016 ) ​ ​ ( 3,493 ) Principal payments on long-term debt ​ ​ ( 39,491 ) ​ ​ ( 36,084 ) Proceeds from issuance of long-term debt ​ ​ 27,681 ​ ​ 10,000 (Redemption) issuance of redeemable preferred stock ​ ​ ( 249,994 ) ​ ​ — Proceeds from issuance of shares under stock award plan, net of cash taxes paid ​ ​ — ​ ​ 498 Net cash provided by (used in) financing activities ​ ​ ( 264,820 ) ​ ​ ( 29,079 ) (Decrease) increase in cash, cash equivalents, restricted cash and restricted cash equivalents ​ ​ ( 187,535 ) ​ ​ 111,848 Cash and cash equivalents, beginning of period (including restricted cash and restricted cash equivalents of $ 14.8 million and $ 16.6 million, respectively) ​ ​ 624,229 ​ ​ 368,902 Cash and cash equivalents, end of period (including restricted cash and restricted cash equivalents of $ 10.6 million and $ 15.6 million, respectively) ​ $ 436,694 ​ $ 480,750 ​ ​ ​ ​ ​ ​ ​ Supplemental disclosure of cash flow information ​ ​ ​ ​ ​ ​ Equipment (primarily aircraft) additions financed with the issuance of debt ​ $ — ​ $ 4,131 Cash paid (received) during the period for: ​ ​ ​ ​ ​ ​ Interest ​ $ 76,324 ​ $ 36,126 Income taxes, net of refunds received ​ $ ( 878 ) ​ $ 1,099 ​ The accompanying notes to Condensed Consolidated Financial Statements are an integral part of these statements. ​ 5 Table of Contents GMR SOLUTIONS INC. NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS March 31, 2026 ​ NOTE 1 –DESCRIPTION OF COMPANY GMR Solutions Inc. is organized as a holding company, operating through its various subsidiaries (collectively, “GMR” or the “Company”). GMR delivers compassionate, quality medical care, meeting a patient’s unplanned and planned care needs. GMR provides emergent, non-emergent, disaster response and event medical services across the healthcare ecosystem, serving local communities, health systems, payors, public health and local, state, and federal agencies primarily within the United States. ​ These unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial reporting. In the opinion of management, the unaudited interim condensed consolidated financial statements contained in this report reflect all normal recurring adjustments, which are necessary for a fair presentation of the financial position and the results of operations for the interim periods presented. The results of operations for any interim period are not necessarily indicative of results for the full year. The accompanying unaudited condensed consolidated financial statements should be read in conjunction with the Company’s filings with the U.S. Securities and Exchange Commission (the “SEC”), including those set forth in our final prospectus (the “IPO Prospectus”) filed with the SEC on May 14, 2026 pursuant to Rule 424(b)(4) under the Securities Act of 1933, as amended, relating to our Registration Statement on Form S-1 (File No. 333-295169). ​ NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Use of Estimates The preparation of the unaudited condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported and related disclosures. Management relies on historical experience and on various other assumptions believed to be reasonable under the circumstances to make judgements about the carrying values of assets and liabilities that are not readily apparent from other sources. Significant estimates are involved in the valuation of accounts receivable and the estimation of revenue, intangible assets, derivatives, contingent consideration, taxes, insurance reserves, share-based compensation and goodwill. Actual amounts may differ from those estimates. Restricted Cash As of March 31, 2026 and December 31, 2025, the Company held restricted cash and cash equivalents of $ 8.8 million and $ 12.9 million, respectively, classified within “Insurance collateral” in the accompanying condensed consolidated balance sheets. The cash was restricted for the purpose of satisfying the obligations of the Company’s wholly-owned captive insurance subsidiary. As of March 31, 2026 and December 31, 2025, the Company held restricted cash and cash equivalents of $ 1.8 million and $ 1.9 million, respectively, classified within “Other Assets” in the accompanying condensed consolidated balance sheets. The cash was restricted for the purpose of satisfying the obligations of the Company’s deferred compensation plan. Recently Issued Accounting Pronouncements From time to time, new accounting pronouncements are issued by the Financial Account Standards Board (“FASB”) or other standards setting bodies that the Company adopts as of the specified effective date. Unless otherwise discussed, the impact of any other recently issued standards that are not yet effective are either not applicable to the Company at this time or will not have a material impact on the Company’s condensed consolidated financial statements upon adoption. 6 Table of Contents In November 2024, the FASB issued Accounting Standards Update 2024-03, “Income Statement — Reporting Comprehensive Income — Expense disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses”, which expands disclosures about specific expense categories at interim and annual reporting periods. The standard is effective for fiscal years beginning after December 15, 2026, and interim periods within fiscal years beginning after December 15, 2027, with early adoption permitted. The Company is in the process of evaluating the impact of the new standard on the related disclosures. NOTE 3 – BASIC AND DILUTED NET INCOME (LOSS) PER SHARE The Company has two classes of common stock authorized: Class A common stock and Class B common stock. The rights of the holders of Class A and Class B common stock are identical, except with respect to voting and conversion. Each share of Class A common stock is entitled to one vote per share and each share of Class B common stock is non-voting, except as may be required by law or otherwise provided by the Company’s certificate of incorporation. Each share of Class B common stock will automatically convert into one share of Class A common stock upon the sale or other transfer of such share of Class B common stock by the holder thereof. The Company allocates undistributed earnings to common stock between the common stock classes on a one -to-one basis when computing net income (loss) per share. As a result, basic and diluted net income (loss) per share of Class A common stock and per share of Class B common stock are equivalent. During each of the three months ended March 31, 2026 and 2025, no shares of Class B common stock were outstanding. Basic earnings per share (“EPS”) excludes dilution and is computed by dividing net income (loss) available to common stockholders by the weighted-average shares outstanding during the period. Diluted EPS reflects the potential dilution that could occur if securities or other contracts to issue common stock were exercised, resulting in the issuance of shares of common stock that would then share in the earnings of the Company. The potential dilution from stock awards is accounted for using the treasury stock method and average market prices during the period. During the three months ended March 31, 2026, there were no shares issuable on the exercise of share based awards and warrants that were excluded from the calculation of diluted net income (loss) available to common stockholders per share. During the three months ended March 31, 2025, there were approximately 103,400,000 shares issuable on the exercise of share-based awards and warrants that were excluded from the calculation of diluted net income (loss) available to common stockholders per share because the effect of their inclusion would have been anti-dilutive. Presented below is basic and diluted EPS for the three months ended March 31, 2026 and 2025 (in thousands, except share and per share amounts): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Three Months Ended March 31, (in thousands, except share and per share amounts) ​ ​ ​ 2026 ​ ​ ​ 2025 Net income (loss) ​ ​ ​ $ 106,336 ​ ​ ​ $ 38,024 Undeclared dividends on redeemable preferred stock ​ ​ ( 23,939 ) ​ ​ ( 39,504 ) Loss on redemption of redeemable preferred stock ​ ​ ( 40,074 ) ​ ​ — Net income (loss) available to common stockholders ​ ​ 42,323 ​ ​ ( 1,480 ) ​ ​ ​ ​ ​ ​ ​ Weighted-average common shares outstanding: ​ ​ ​ ​ ​ ​ Basic ​ 45,836,749 ​ 45,551,279 Dilutive impact of stock awards outstanding ​ ​ 3,770,061 ​ ​ — Dilutive impact of warrants to purchase common stock outstanding ​ 99,668,331 ​ — Diluted ​ 149,275,141 ​ 45,551,279 ​ ​ ​ ​ ​ ​ ​ Net income (loss) available to common stockholders per share: ​ ​ ​ ​ ​ ​ Basic ​ $ 0.92 ​ $ ( 0.03 ) Diluted ​ $ 0.28 ​ $ ( 0.03 ) ​ 7 Table of Contents There were 23.7 million warrants to purchase common stock issued for little to no consideration and therefore were included in the basic weighted-average common shares outstanding as of each of March 31, 2026 and December 31, 2025. ​ ​ NOTE 4 – REVENUE RECOGNITION Net revenue for the three months ended March 31, 2026 and 2025 consisted of the following (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Three Months Ended March 31, ​ ​ ​ ​ 2026 ​ ​ ​ 2025 Medicare ​ $ 348,471 ​ $ 343,886 Medicaid ​ ​ 123,966 ​ ​ 115,755 Commercial insurance and managed care (excluding Medicare and Medicaid managed care) ​ ​ 824,416 ​ ​ 749,768 Other third-party payors ​ ​ 96,749 ​ ​ 87,208 Self-pay ​ ​ 23,324 ​ ​ 29,626 Net transport revenue ​ ​ 1,416,926 ​ ​ 1,326,243 Complementary Revenue ​ ​ 40,650 ​ ​ 41,164 Net revenue ​ $ 1,457,576 ​ $ 1,367,407 ​ Net transport revenue includes fee for service patient revenue, in addition to revenue earned from our membership programs and community subsidies. Complementary revenue primarily includes medical standby, special events and revenue earned from our contract with FEMA and other federal and state agencies to coordinate emergency medical services responses. ​ NOTE 5 – LEASE COMMITMENTS Variable lease payments were $ 3.7 million and $ 3.6 million for the three months ended March 31, 2026 and 2025, respectively. Variable expenses include common area maintenance, utilities, and other items as periodically billed by property management or the related lessor, and are included in operating lease costs. The components of lease expense were as follows (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Three Months Ended March 31, ​ ​ 2026 ​ ​ ​ 2025 Operating lease cost ​ $ 20,158 ​ ​ ​ $ 19,327 Short-term lease cost ​ ​ 1,289 ​ ​ ​ ​ 1,093 ​ ​ ​ ​ ​ ​ ​ ​ ​ Finance lease cost: ​ ​ ​ ​ ​ ​ ​ ​ Amortization of right-of-use assets ​ ​ 3,613 ​ ​ ​ ​ 4,091 Interest on lease liabilities ​ ​ 1,464 ​ ​ ​ ​ 1,345 Total finance lease cost ​ ​ 5,077 ​ ​ ​ ​ 5,436 Total lease costs ​ $ 26,524 ​ ​ ​ $ 25,856 ​ 8 Table of Contents Supplemental cash flow information related to leases was as follows (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ Three Months Ended March 31, ​ ​ ​ ​ 2026 ​ ​ ​ 2025 Cash paid for amounts included in the measurement of lease liabilities: ​ ​ ​ ​ ​ ​ Operating cash flows for operating leases ​ $ 20,928 ​ $ 21,086 Operating cash flows for finance leases ​ $ 1,464 ​ $ 1,345 Finance cash flows for finance leases ​ $ 3,016 ​ $ 3,493 ​ ​ ​ ​ ​ ​ ​ Right-of-use assets obtained in exchange for lease obligations: ​ ​ ​ ​ ​ ​ Operating leases ​ $ 4,000 ​ $ 4,729 Finance leases ​ $ 7,313 ​ $ — ​ Supplemental balance sheet information related to leases was as follows (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ March 31, 2026 ​ December 31, 2025 Operating Leases: ​ ​ ​ ​ ​ ​ Operating right-of-use assets ​ $ 207,786 ​ $ 203,258 ​ ​ ​ ​ ​ ​ ​ Current portion of operating lease obligations ​ $ 58,812 ​ $ 56,893 Operating lease obligations ​ ​ 174,179 ​ ​ 171,880 Total operating lease liabilities ​ $ 232,991 ​ $ 228,773 ​ ​ ​ ​ ​ ​ ​ Finance Leases: ​ ​ ​ ​ ​ ​ Finance right-of-use assets ​ $ 172,126 ​ $ 164,826 Accumulated amortization ​ ​ ( 83,396 ) ​ ​ ( 79,796 ) Finance right-of-use assets, net ​ $ 88,730 ​ $ 85,030 ​ ​ ​ ​ ​ ​ ​ Current portion of finance lease obligations ​ $ 21,750 ​ $ 21,824 Finance lease obligations ​ ​ 79,314 ​ ​ 74,943 Total finance lease liabilities ​ $ 101,064 ​ $ 96,767 ​ ​ ​ ​ ​ ​ ​ Weighted Average Remaining Lease Term (in years): ​ ​ ​ ​ ​ ​ Operating leases ​ ​ 5.70 ​ ​ 5.82 Finance leases ​ ​ 7.45 ​ ​ 7.21 ​ ​ ​ ​ ​ ​ ​ Weighted Average Discount Rate: ​ ​ ​ ​ ​ ​ Operating leases ​ ​ 7.47 % ​ ​ 7.68 % Finance leases ​ ​ 5.89 % ​ ​ 5.94 % ​ 9 Table of Contents Future commitments as of March 31, 2026 for lease liabilities related to premises, equipment and other recurring commitments are as follows (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Maturities of Lease Liabilities Year Ending December 31, ​ ​ ​ Operating Leases ​ ​ ​ Finance Leases ​ ​ ​ Total 2026 ​ $ 57,342 ​ $ 22,535 ​ $ 79,877 2027 ​ 57,275 ​ ​ 19,104 ​ 76,379 2028 ​ 44,933 ​ ​ 22,374 ​ 67,307 2029 ​ 37,036 ​ ​ 12,446 ​ 49,482 2030 ​ 26,125 ​ ​ 14,968 ​ 41,093 Thereafter ​ 64,316 ​ ​ 35,717 ​ 100,033 Total lease payments ​ $ 287,027 ​ $ 127,144 ​ $ 414,171 Less: Amount representing interest ​ ( 54,036 ) ​ ​ ( 26,080 ) ​ ( 80,116 ) Total ​ 232,991 ​ 101,064 ​ 334,055 Less: Current lease obligation payments ​ ( 58,812 ) ​ ( 21,750 ) ​ ( 80,562 ) Total long-term lease obligations ​ $ 174,179 ​ $ 79,314 ​ $ 253,493 ​ ​ NOTE 6 – GOODWILL AND INTANGIBLE ASSETS Intangible assets consist primarily of customer relationships and trade names. The table below illustrates the useful lives of each class of intangible assets and the remaining weighted average amortization period. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Weighted Average Amortizable Intangible Assets ​ ​ Estimated Useful Life ​ ​ Amortization Period Membership lists ​ ​ 15 years ​ ​ 4.1 Customer relationships ​ ​ 10 - 20 years ​ ​ 11.9 Trade names ​ ​ 10 years ​ ​ 1.8 Non-compete and other ​ ​ 10 - 15 years ​ ​ 2.6 ​ Intangible assets consisted of the following at March 31, 2026 and December 31, 2025 (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ March 31, 2026 ​ ​ ​ December 31, 2025 ​ ​ Gross ​ ​ ​ Net ​ Gross ​ ​ ​ Net ​ ​ carrying ​ Accumulated ​ carrying ​ carrying ​ Accumulated ​ carrying ​ ​ ​ ​ amount ​ ​ ​ amortization ​ ​ ​ amount ​ amount ​ ​ ​ amortization ​ ​ ​ amount Amortizable intangible assets ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Customer relationships ​ $ 1,220,060 ​ $ ( 618,865 ) ​ $ 601,195 ​ $ 1,220,060 ​ $ ( 604,508 ) ​ $ 615,552 Membership lists ​ ​ 92,000 ​ ​ ( 67,006 ) ​ ​ 24,994 ​ ​ 92,000 ​ ​ ( 65,473 ) ​ ​ 26,527 Trade names ​ ​ 73,318 ​ ​ ( 71,552 ) ​ ​ 1,766 ​ ​ 73,318 ​ ​ ( 71,302 ) ​ ​ 2,016 Non-compete and other ​ ​ 7,197 ​ ​ ( 6,977 ) ​ ​ 220 ​ ​ 7,197 ​ ​ ( 6,955 ) ​ ​ 242 Total amortizing intangible assets ​ ​ 1,392,575 ​ ​ ( 764,400 ) ​ ​ 628,175 ​ ​ 1,392,575 ​ ​ ( 748,238 ) ​ ​ 644,337 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Non-amortizable intangible assets ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Trade names ​ ​ 540,300 ​ ​ — ​ ​ 540,300 ​ ​ 540,300 ​ ​ — ​ ​ 540,300 Certificates of need ​ ​ 19,600 ​ ​ — ​ ​ 19,600 ​ ​ 19,600 ​ ​ — ​ ​ 19,600 Total non-amortizing intangible assets ​ ​ 559,900 ​ ​ — ​ ​ 559,900 ​ ​ 559,900 ​ ​ — ​ ​ 559,900 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Total intangibles, net ​ $ 1,952,475 ​ $ ( 764,400 ) ​ $ 1,188,075 ​ $ 1,952,475 ​ $ ( 748,238 ) ​ $ 1,204,237 ​ Aggregate amortization of intangible assets was $ 16.2 million and $ 19.7 million for the three months ended March 31, 2026 and 2025, respectively. ​ 10 Table of Contents NOTE 7 – OTHER ACCRUED LIABILITIES Other accrued liabilities were as follows as of March 31 2026 and December 31, 2025 (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ March 31, ​ December 31, ​ ​ ​ ​ 2026 ​ ​ ​ 2025 Insurance reserves ​ $ 123,174 ​ $ 112,606 Deferred membership revenue ​ ​ 55,245 ​ ​ 52,141 Federal and state tax liabilities ​ ​ 30,789 ​ ​ 275 Patient refunds ​ ​ 20,411 ​ ​ 22,880 Accrued legal fees and settlements ​ ​ 13,668 ​ ​ 6,379 Other ​ ​ 180,181 ​ ​ 168,879 Total other accrued liabilities ​ $ 423,468 ​ $ 363,160 ​ Deferred membership revenue, or contract liabilities, are primarily related to cash payments recorded in advance of satisfying the Company’s performance obligations related to sales of air and ground memberships. Deferred membership revenue balances of a long-term nature were $ 42.5 million and $ 41.1 million as of March 31, 2026 and December 31, 2025, respectively, classified under other long-term liabilities on the condensed consolidated balance sheets. As of March 31, 2026, the Company recognized $ 16.6 million of revenue that was included in the deferred revenue balance as of December 31, 2025. As of March 31, 2026, the weighted average remaining period over which revenue for unsatisfied performance obligations on memberships will be recognized was approximately 3.5 years. ​ NOTE 8 –REDEEMABLE PREFERRED STOCK In May 2024, the Company entered into a Series B Preferred Stock and Warrant purchase agreement with certain investors, pursuant to which such investors agreed to purchase 962,632 shares of Series B preferred stock (“Preferred Stock”) together with warrants exercisable for up to 23,739,914 shares of Class A common stock of the Company, for aggregate consideration of $ 934.6 million. The Preferred Stock has an initial value of $ 1,000.00 per share and accrues cumulative dividends of 15 % per year, with a 1 % increase on the fourth anniversary and on each subsequent anniversary of the issue date, up to a maximum of 19 % per year. The dividends will continue to accrue unless specifically elected to be paid in cash by the Company and declared by the Company’s Board of Directors. Dividends are recorded when declared. Accumulated dividends totaled approximately $ 114.4 million and $ 147.7 million as of March 31, 2026 and December 31, 2025, respectively. The holders of Preferred Stock do not participate in dividends declared on common stock. ​ On September 19, 2025, the Company redeemed 411,420 shares of Preferred Stock for an aggregate redemption price of $ 525.0 million, representing the stated value of the Preferred Stock plus the aggregate accrued and unpaid dividends multiplied by 103.0 % per the Series B Preferred Stock and Warrant purchase agreement. ​ On March 6, 2026, the Company redeemed 189,050 shares of Preferred Stock for an aggregate redemption price of approximately $ 250.0 million, representing the stated value of the Preferred Stock plus the aggregate accrued and unpaid dividends multiplied by 101.5 % per an amendment to the Series B Preferred Stock and Warrant purchase agreement ​ As of March 31, 2026 and December 31, 2025, there were 362,162 and 551,212 shares, respectively, of Preferred Stock issued and outstanding recorded as redeemable preferred stock on the condensed consolidated balance sheets. ​ NOTE 9 – WARRANTS The Company has issued warrants to purchase shares of Class A and Class B common stock with an exercise price equal to $ 0.0001 per share, which generally expire ten years from the initial issuance date. The holders of the warrants do not participate in dividends declared on common stock. ​ 11 Table of Contents In May 2024, the Company issued 23.7 million warrants (“2024 Warrants”) to purchase shares of Class A common stock together with Preferred Stock as described in Note 8. The warrants have an exercise price equal to $ 0.0001 per share and expire ten years from the initial issuance date. ​ In connection with the March 6, 2026 redemption of Preferred Stock, the Company exchanged the outstanding 2024 Warrants for 2026 Voting Warrants to purchase 16,236,509 shares of Class A common stock and 2026 Non-Voting Warrants to purchase 4,084,538 shares of Class B common stock. The rights of the holders of Class A and Class B common stock are identical, except with respect to voting and conversion. Each share of Class A common stock will be entitled to one vote per share and shares of Class B common stock will be non-voting, except as may be required by law or otherwise provided by the certificate of incorporation. Each share of Class B common stock will automatically convert into one share of Class A common stock upon the sale or other transfer of such share of Class B common stock by the holder thereof. ​ As of March 31, 2026 and December 31, 2025, total warrants issued and outstanding were 123.4 million. ​ NOTE 10 – LONG-TERM DEBT Long-term debt consisted of the following as of March 31, 2026 and December 31, 2025 (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Rate Terms ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ as of ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ March 31, ​ Maturity ​ March 31, ​ December 31, ​ ​ ​ ​ Type ​ ​ ​ 2026 ​ ​ ​ Date ​ ​ ​ 2026 ​ ​ ​ 2025 Senior secured term loans ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Term loan ( 7.17 % and 7.38 % as of March 31, 2026 and December 31, 2025, respectively) ​ Variable ​ SOFR + 3.50 % ​ October 1, 2032 ​ $ 3,591,000 ​ $ 3,600,000 Senior secured notes ( 7.38 % as of March 31, 2026 and December 31, 2025, respectively) ​ Fixed ​ Fixed at 7.38 % ​ October 1, 2032 ​ ​ 1,000,000 ​ ​ 1,000,000 Other long-term debt, including promissory notes related to aircraft purchases ​ Fixed ​ Various ​ Various ​ ​ 501,077 ​ ​ 503,886 Total ​ ​ ​ ​ ​ ​ ​ $ 5,092,077 ​ $ 5,103,886 Less current portion of long-term debt ​ ​ ​ ​ ​ ​ ​ ​ ( 141,809 ) ​ ​ ( 147,140 ) Less unamortized deferred financing costs and debt discount ​ ​ ​ ​ ​ ​ ​ ​ ( 55,833 ) ​ ​ ( 57,977 ) Long-term debt ​ ​ ​ ​ ​ ​ ​ $ 4,894,435 ​ $ 4,898,769 ​ As of March 31, 2026, the maximum available under the asset-based revolving credit facility (the “ABL Facility”) was $ 800.0 million. As of March 31, 2026, letters of credit outstanding, which impact the available credit under the ABL Facility, were $ 108.4 million, and the maximum amount available to draw under the ABL Facility was $ 691.6 million. These letters of credit primarily secure the obligations of AMR’s operations and the Company’s captive insurance program. At each of March 31, 2026 and December 31, 2025, the Company had no t drawn on the ABL Facility. ​ NOTE 11 – FAIR VALUE MEASUREMENTS The Company classifies its financial instruments that are reported at fair value based on a hierarchal framework which ranks the level of market price observability used in measuring financial instruments at fair value. Market price observability is impacted by a number of factors, including the type of instrument and the characteristics specific to the instrument. Instruments with readily available active quoted prices or for which fair value can be measured from actively quoted prices generally will have a higher degree of market price observability and a lesser degree of judgment used in measuring fair value. 12 Table of Contents Financial instruments measured and reported at fair value are classified and disclosed in one of the following categories: Level 1—Quoted prices are available in active markets for identical assets or liabilities as of the reporting date. The Company does not adjust the quoted price for these assets or liabilities, which include marketable securities held in connection with the Company’s captive insurance program. Level 2—Pricing inputs are based upon quoted prices for similar instruments in active markets, quoted prices for identical or similar instruments in markets that are not active, and model-based valuation techniques for which all significant inputs are observable in the market or can be corroborated by observable market data. Balances in this category include derivatives and marketable securities held in connection with the Company’s captive insurance program. Level 3—Pricing inputs are unobservable as of the reporting date and reflect the Company’s own assumptions about the fair value of the asset or liability. Balances in this category include the Company’s estimate, using a combination of internal and external fair value analyses, of contingent consideration for historical acquisitions, and the Company’s estimate of achievement of performance targets, including targeted enterprise value, related to cash-settled performance stock units. The Company uses a third-party valuation specialist to determine estimated enterprise value using discounted cash flow and market approaches, weighted equally. The assumptions utilized in the discounted cash flow model include a discount rate of 15 %. The expected timing of achievement is the fourth quarter of 2026. The following table summarizes the valuation of the Company’s financial instruments by the above fair value hierarchy levels as of March 31, 2026 and December 31, 2025 (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ March 31, 2026 Description ​ ​ ​ Level 1 ​ ​ ​ Level 2 ​ ​ ​ Level 3 ​ ​ ​ Total Assets: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Available-for-sale securities ​ $ 49,280 ​ $ 4,690 ​ $ — ​ $ 53,970 Marketable equity securities ​ ​ 11,660 ​ ​ — ​ ​ — ​ ​ 11,660 Interest rate swap ​ ​ — ​ ​ 6,121 ​ ​ — ​ ​ 6,121 Liabilities: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Contingent consideration ​ — ​ ​ — ​ ​ 2,835 ​ ​ 2,835 Cash-settled performance stock unit liability ​ ​ — ​ ​ — ​ ​ 50,000 ​ ​ 50,000 Interest rate swap ​ ​ — ​ ​ 191 ​ ​ — ​ ​ 191 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, 2025 Description ​ ​ ​ Level 1 ​ ​ ​ Level 2 ​ ​ ​ Level 3 ​ ​ ​ Total Assets: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Available-for-sale securities ​ $ 46,547 ​ $ 4,903 ​ $ — ​ $ 51,450 Marketable equity securities ​ ​ 14,213 ​ ​ — ​ ​ — ​ ​ 14,213 Interest rate swap ​ ​ — ​ ​ 918 ​ ​ — ​ ​ 918 Liabilities: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Contingent consideration ​ — ​ ​ — ​ ​ 2,835 ​ ​ 2,835 Cash-settled performance stock unit liability ​ ​ — ​ ​ — ​ ​ 50,000 ​ ​ 50,000 Interest rate swap ​ — ​ ​ 2,963 ​ ​ — ​ ​ 2,963 ​ The contingent consideration balance classified as a Level 3 liability remained consistent during the three months ended March 31, 2026, and is primarily related to contingent consideration associated with a prior acquisition. 13 Table of Contents Insurance Collateral Insurance collateral is comprised of investments in U.S. Treasuries and marketable equity and debt securities held by the Company’s wholly-owned captive insurance subsidiary that support the Company’s insurance programs and reserves, as well as cash deposits with third parties. Certain of these investments, if sold or otherwise liquidated, would have to be replaced by other suitable financial assurances and are, therefore, considered restricted. All debt securities are designated as available-for-sale and reported at fair value with the related temporary unrealized gains and losses related to changes in market conditions of marketable debt securities reported as a separate component of accumulated other comprehensive income (loss), net of deferred income tax. Changes in the fair value of debt securities which are determined to be company specific credit losses are recognized in the statements of operations, thus establishing a new cost basis for such investment. All equity securities are carried at fair value with changes in fair value reported as a component other income (loss), net in the condensed consolidated statements of operations. Investment income earned on these investments is reported as a component of other income, net in the accompanying condensed consolidated statements of operations. Realized gains and losses are determined based on an average cost basis. Investments are generally classified within Level 1 or Level 2 of the fair value hierarchy because they are valued using quoted market prices, broker or dealer quotations, or alternative pricing sources with reasonable levels of price transparency. Insurance collateral consisted of the following as of March 31, 2026 and December 31, 2025 (in thousands): ​ ​ ​ ​ ​ ​ ​ March 31, 2026 ​ ​ ​ December 31, 2025 Available-for-sale securities: ​ ​ ​ U.S. Treasuries $ 9,860 ​ $ 2,778 Corporate and municipal bonds ​ 39,420 ​ ​ 43,769 Preferred or fixed rate cap securities 4,690 ​ 4,903 Total available-for-sale securities 53,970 ​ 51,450 Marketable equity securities ​ 11,660 ​ ​ 14,213 Cash deposits and other 8,766 ​ 12,945 Insurance Collateral $ 74,396 ​ $ 78,608 ​ Amortized cost basis and aggregate fair value of the Company’s marketable securities as of March 31, 2026 and December 31, 2025 were as follows (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ March 31, 2026 ​ Cost Basis ​ ​ ​ Gross Unrealized Gains ​ ​ ​ Gross Unrealized Losses ​ ​ ​ Fair Value Description: ​ ​ ​ ​ ​ ​ ​ ​ U.S. Treasuries $ 9,860 ​ $ — ​ $ — ​ $ 9,860 Corporate and municipal bonds ​ 39,195 ​ ​ 674 ​ ​ ( 449 ) ​ ​ 39,420 Preferred or fixed rate cap securities ​ 5,620 ​ ​ — ​ ​ ( 930 ) ​ ​ 4,690 Total available-for-sale securities ​ 54,675 ​ ​ 674 ​ ​ ( 1,379 ) ​ ​ 53,970 Marketable equity securities ​ 10,372 ​ ​ 1,817 ​ ​ ( 529 ) ​ ​ 11,660 Total securities $ 65,047 ​ $ 2,491 ​ $ ( 1,908 ) ​ $ 65,630 ​ 14 Table of Contents ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, 2025 ​ Cost Basis ​ ​ ​ Gross Unrealized Gains ​ ​ ​ Gross Unrealized Losses ​ ​ ​ Fair Value Description: ​ ​ ​ ​ ​ ​ ​ ​ U.S. Treasuries $ 2,778 ​ $ — ​ $ — ​ $ 2,778 Corporate and municipal bonds ​ 43,234 ​ ​ 920 ​ ​ ( 385 ) ​ $ 43,769 Preferred or fixed rate cap securities ​ 5,619 ​ ​ — ​ ​ ( 716 ) ​ 4,903 Total available-for-sale securities ​ 51,631 ​ ​ 920 ​ ​ ( 1,101 ) ​ ​ 51,450 Marketable equity securities 11,698 ​ ​ 2,855 ​ ​ ( 340 ) ​ ​ 14,213 Total securities $ 63,329 ​ $ 3,775 ​ $ ( 1,441 ) ​ $ 65,663 ​ As of March 31, 2026, available-for-sale securities included U.S. Treasuries, corporate bonds and fixed income securities of $ 16.8 million with contractual maturities within one year, $ 15.8 million with contractual maturities extending longer than one year through five years and $ 21.4 million with contractual maturities extending longer than five years. Actual maturities may differ from contractual maturities as a result of the Company's ability to sell these securities prior to maturity. The Company evaluates the marketable debt securities portfolio to determine whether declines in fair value of these securities are related to credit loss. Management estimates credit losses on marketable debt securities utilizing a credit loss impairment model on a quarterly basis. We estimate expected credit losses, measured over the contractual life of debt securities, considering relevant issue specific factors, including, but not limited to, a decrease in credit ratings or an entity’s ability to pay. The Company is not aware of any specific factors indicating that the underlying issuers of the debt securities would not be able to pay interest as it becomes due or repay the principal amount at maturity. Therefore, the Company believes that the changes in the estimated fair values of these debt securities are related to market fluctuations, as such, there were no credit losses recognized as of March 31, 2026 and December 31, 2025. The Company realized net gains on the sales and maturities of available-for-sale securities of $ 0.7 million for the three months ended March 31, 2026 and 2025, respectively. Debt Based on management’s estimates, the carrying value of the other long-term debt approximates fair value as of March 31, 2026 and December 31, 2025. The estimated fair value of the Company’s senior secured term loans and senior secured notes was approximately $ 4,623.5 million and $ 4,668.0 million and the outstanding principal amount was $ 4,591.0 million and $ 4,600.0 million as of March 31, 2026 and December 31, 2025, respectively. The Company’s debt is classified as Level 2 in the fair value hierarchy. Other financial instruments For all other financial instruments including cash and cash equivalents, accounts receivable, accounts payable, and accrued expenses, the carrying amounts approximate fair value due to the short maturity of those instruments. NOTE 12 – DERIVATIVE INSTRUMENTS In August 2024, the Company entered into three interest rate swap agreements with the effective date of November 29, 2024, with tranches maturing on November 30, 2025 and November 30, 2026. The swap agreements were with a major financial institution and effectively converted a total of $ 600.0 million in variable rate debt to fixed rate debt with an average interest rate of approximately 3.9 % for a period of 12 months from the effective date and an additional $ 600.0 million of variable rate debt to fixed rate of approximately 3.7 % for a period of 24 months from the effective date. These instruments do not qualify for hedge accounting; therefore, mark-to-market changes are included in interest expense on the condensed consolidated statements of operations. The Company continued to make interest payments based on the variable rate associated with the debt and periodically settled with its counterparties for the difference between the rate 15 Table of Contents paid and the fixed rate. The Company recorded a noncurrent liability in the amount of less than $ 0.1 million as of March 31, 2026. The Company recorded a noncurrent liability in the amount of $ 1.5 million as of December 31, 2025. In March 2025, the Company entered into an interest rate swap agreement with the effective date of November 28, 2025. The swap agreement was with a major financial institution and effectively converted a total of $ 600.0 million in variable rate debt to fixed rate debt with an average interest rate of approximately 3.7 % for a period of 12 months from the effective date. This instrument does not qualify for hedge accounting; therefore, mark-to-market changes are included in interest expense on the condensed consolidated statements of operations. The Company continued to make interest payments based on the variable rate associated with the debt and periodically settled with its counterparties for the difference between the rate paid and the fixed rate. The Company recorded a noncurrent liability in the amount of $ 0.1 million as of March 31, 2026. The Company recorded a noncurrent liability in the amount of $ 1.5 million as of December 31, 2025. In December 2025, the Company entered into an interest rate swap agreement with the effective date of November 30, 2026. The swap agreement was with a major financial institution and effectively converted a total of $ 600.0 million in variable rate debt to fixed rate debt with an average interest rate of approximately 3.29 % for a period of 36 months from the effective date. This instrument does not qualify for hedge accounting; therefore, mark-to-market changes are included in interest expense on the condensed consolidated statements of operations. The Company will continue to make interest payments based on the variable rate associated with the debt and periodically settled with its counterparties for the difference between the rate paid and the fixed rate. The Company recorded a noncurrent asset in the amount of $ 4.0 million as of March 31, 2026. The Company recorded a noncurrent asset in the amount of $ 0.9 million as of December 31, 2025. In February 2026, the Company entered into an interest rate swap agreement with the effective date of November 30, 2026. The swap agreement was with a major financial institution and effectively converted a total of $ 300.0 million in variable rate debt to fixed rate debt with an average interest rate of approximately 3.16 % for a period of 24 months from the effective date. This instrument does not qualify for hedge accounting; therefore, mark-to-market changes will be included in interest expense on the condensed consolidated statements of operations. The Company will continue to make interest payments based on the variable rate associated with the debt and periodically settled with its counterparties for the difference between the rate paid and the fixed rate. The Company recorded a noncurrent asset in the amount of $ 2.1 million as of March 31, 2026. Changes in fair value were recorded as interest expense in the condensed consolidated statements of operations. During the three months ended March 31, 2026 and 2025, the Company recorded a reduction of interest expense of $ 8.0 million and an increase to interest expense $ 4.6 million, respectively. NOTE 13 – OTHER COMPREHENSIVE INCOME (LOSS) The following table presents the tax effect on each component of “Other comprehensive income (loss)” for the three months ended March 31, 2026 and 2025 (in thousands). ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For the Three Months Ended ​ ​ ​ For the Three Months Ended ​ ​ March 31, 2026 ​ March 31, 2025 ​ ​ Before Tax Amount ​ Tax Benefit (Expense) ​ Net of Tax Amount ​ Before Tax Amount ​ Tax Benefit (Expense) ​ Net of Tax Amount Unrealized holding gains (losses) on investments ​ $ ( 524 ) ​ $ 116 ​ $ ( 408 ) ​ $ 468 ​ $ ( 104 ) ​ $ 364 Other comprehensive income (loss) ​ $ ( 524 ) ​ $ 116 ​ $ ( 408 ) ​ $ 468 ​ $ ( 104 ) ​ $ 364 ​ 16 Table of Contents The “Accumulated other comprehensive income (loss)” is detailed in the following table, net of tax (in thousands). ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Accumulated Other Comprehensive Income (Loss) ​ Unrealized holding gains (losses) on investments ​ Defined benefit pension plan net gains (loss) ​ Total Balance at December 31, 2024 ​ $ ( 1,199 ) ​ $ 6,150 ​ $ 4,951 Other comprehensive income (loss) before reclassification ​ ​ ( 441 ) ​ ​ — ​ ​ ( 441 ) Amounts reclassified from accumulated other comprehensive income (loss) ​ ​ 805 ​ ​ — ​ ​ 805 Balance at March 31, 2025 ​ $ ( 835 ) ​ $ 6,150 ​ $ 5,315 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Balance at December 31, 2025 ​ $ ( 129 ) ​ $ 7,308 ​ $ 7,179 Other comprehensive income (loss) before reclassification ​ ​ ( 1,106 ) ​ ​ — ​ ​ ( 1,106 ) Amounts reclassified from accumulated other comprehensive income (loss) ​ ​ 698 ​ ​ — ​ ​ 698 Balance at March 31, 2026 ​ $ ( 537 ) ​ $ 7,308 ​ $ 6,771 ​ ​ NOTE 14 – STOCK COMPENSATION PROGRAM On July 26, 2024, the Company’s Board of Directors approved and adopted the Second Amended and Restated GMR Solutions Inc. 2015 Stock Incentive Plan (the “2015 Amended Equity Plan”). The 2015 Amended Equity Plan authorizes equity awards to be granted to management and other personnel and key service providers. Awards granted under the plan include restricted and performance stock units, in addition to both time-based and performance-based stock option awards. The total number of shares of common stock authorized for issuance under the 2015 Amended Equity Plan is 53,928,040 shares. As of March 31, 2026, a total of 41,076,774 equity awards were issued and outstanding. Effective May 12, 2026, the Company’s Board of Directors and its majority stockholder adopted and approved the GMR Solutions Inc. 2026 Equity Incentive Plan. Restricted stock units generally vest based on the satisfaction of both a liquidity event requirement, as defined in the 2015 Amended Equity Plan, and continued service over three years in equal increments of 33 1/3% on each anniversary of the grant. The performance stock units vest based on the satisfaction of a liquidity event requirement, the achievement of certain performance targets at the time of the liquidity event, as defined in the 2015 Amended Equity Plan, and continued service of three years or up to the time of the liquidity event, whichever occurs earlier. A portion of the performance stock unit awards may be cash-settled subject to the achievement of certain performance targets at December 31, 2026, as defined in the 2015 Amended Equity Plan, not to exceed a total settlement of $ 50.0 million. As of March 31, 2026 and December 31, 2025, a liability of $ 50.0 million, respectively, was recorded in other long-term liabilities on the condensed consolidated balance sheets for cash-settled performance stock units based on current estimates of achievement of performance targets. Stock-based employee compensation expense was reduced by less than $ 0.1 million for the three months ended March 31, 2026, compared to expense of $ 2.6 million for the same prior year period. This expense related solely to the Company’s time-based options and current estimates of achievement for the cash-settled performance units. No expense has been recorded with respect to the restricted stock units, non-cash settled performance stock units, and performance-based stock options, as those awards have vesting conditions that are subject to the achievement of a liquidity event, as defined in our 2015 Amended Equity Plan. This liquidity event condition is not treated as probable of occurring until the event transpires. ​ ​ 17 Table of Contents NOTE 15 – INSURANCE RESERVES The table below summarizes the non-health and welfare insurance reserves included in the accompanying condensed consolidated balance sheets at March 31, 2026 and December 31, 2025 (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ March 31, 2026 ​ December 31, 2025 ​ ​ Other Accrued ​ Insurance ​ Total ​ Other Accrued ​ Insurance ​ Total ​ ​ ​ ​ Liabilities ​ ​ ​ Reserves ​ ​ ​ Liability ​ ​ ​ Liabilities ​ ​ ​ Reserves ​ ​ ​ Liability Automobile ​ $ 36,497 ​ ​ ​ $ 78,785 ​ ​ ​ $ 115,282 ​ $ 36,122 ​ $ 79,196 ​ $ 115,318 Workers' compensation ​ ​ 40,821 ​ ​ ​ ​ 104,721 ​ ​ ​ ​ 145,542 ​ ​ 39,111 ​ ​ 99,205 ​ ​ 138,316 General/ Professional Liability ​ ​ 45,856 ​ ​ ​ ​ 127,113 ​ ​ ​ ​ 172,969 ​ ​ 37,373 ​ ​ 133,668 ​ ​ 171,041 ​ ​ $ 123,174 ​ ​ ​ $ 310,619 ​ $ 433,793 ​ $ 112,606 ​ $ 312,069 ​ $ 424,675 ​ The changes to the Company’s estimated losses under insurance programs, including those covered by commercial insurance programs with offsetting assets, as of March 31, 2026 and December 31, 2025 were as follows (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ March 31, ​ December 31, ​ ​ ​ ​ 2026 ​ ​ ​ 2025 Balance, beginning of period ​ $ 424,675 ​ $ 347,805 Expense for current period reserves ​ ​ ( 3,892 ) ​ ​ 29,540 Unfavorable (favorable) changes to prior reserves ​ ​ 10,764 ​ ​ 31,528 Change in losses covered by commercial insurance programs ​ ​ 11,375 ​ ​ 44,236 Payments for claims ​ ​ ( 9,129 ) ​ ​ ( 28,434 ) Balance, end of period ​ $ 433,793 ​ $ 424,675 ​ ​ NOTE 16 – LEGAL MATTERS The Company is involved in certain litigation arising in the ordinary course of business. Management believes the outcome of these legal proceedings will not have a material adverse impact on its financial condition, results of operations or liquidity. NOTE 17 – RELATED-PARTY TRANSACTIONS On April 28, 2015, investment funds affiliated with Kohlberg Kravis Roberts & Co. L.P. (“KKR”) acquired 100 % of the equity interest of the Company. The Company executed a monitoring agreement with KKR, which became effective on April 28, 2015. Upon the consummation of the IPO on May 14, 2026, the monitoring agreement was terminated. Pursuant to the monitoring agreement, the Company incurred an advisory fee equal to 1 % of EBITDA for the prior fiscal year with KKR. The Company incurred an advisory fee of $ 3.0 million for the three months ended March 31, 2026, compared to $ 2.7 million of advisory fees for the same prior year period. The fees are included in the “Other operating expenses” caption on the condensed consolidated statements of operations. Additionally, KKR Capital Markets LLC (“KCM”), an affiliate of KKR, provided for the arrangement and syndication of the Exchange Offer, Amended Credit Agreement, and Extended First Lien Term Loan. The Company did not incur any fees with KCM during the three months ended March 31, 2026 and 2025. In connection with the acquisition of AMR in 2018, we entered into an indemnification agreement with KKR North America Fund XI (AMG) LLC pursuant to which we agreed to indemnify affiliates of KKR that at any time hold our common equity (and their affiliates and certain other persons) against liabilities that may arise out of any breach by us of a consent decree we entered into with the Federal Trade Commission, and to advance expenses incurred as a result of any proceeding against them as to which they could be indemnified. ​ 18 Table of Contents NOTE 18 – INCOME TAXES ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Three Months Ended ​ ​ March 31, (in thousands, except percentages) ​ ​ ​ 2026 ​ ​ ​ 2025 Income tax (benefit) expense ​ $ 36,195 ​ $ 29,367 Effective tax rate ​ ​ 25.4 % ​ ​ 43.6 % ​ The effective tax rate for the three months ended March 31, 2026 differed from the Federal statutory rate primarily due to state and local income taxes and a current year benefit related to a decrease in the valuation allowance. The effective tax rate for the three months ended March 31, 2025 differed from the Federal statutory rate primarily due to state and local income taxes and an increase to the valuation allowance . NOTE 19 – SEGMENTS Business segments are defined as components of an enterprise about which discrete financial information is available that is evaluated regularly by the chief operating decision maker in deciding how to allocate resources and in assessing operating performance. Based on the way the Company manages its business, as a nationally integrated air and ground mobile patient care provider, the Company has determined that it currently operates with one reportable segment. This conclusion is supported by the Company’s operational structure, which includes corporate development, operations, and administrative functions focused on the entire integrated platform rather than on individual service offerings. Further, the Company’s chief operating decision maker, the chief executive officer, primarily reviews net income (loss) and total assets in assessing operating performance and allocating resources. Segment net income (loss), including significant segment expenses, and segment total assets provided to the Chief Operating Decision Maker are consistent with those presented in the condensed consolidated statements of operations and condensed consolidated balance sheets, respectively. ​ ​ NOTE 20 – SUBSEQUENT EVENTS Completion of IPO ​ On May 14, 2026, the Company completed the IPO, in which we issued and sold 31,914,893 shares of Class A common stock, par value $ 0.0001 per share, at an initial public offering price of $ 15.00 per share. The Company received net proceeds of $ 454.8 million for the Class A common stock, after deducting underwriting discounts and other fees of $ 23.9 million. The Company used the net proceeds from the IPO to redeem its outstanding shares of Series B Preferred Stock, that were not subject to the Preferred Exchange (as defined below), with the remaining net proceeds, together with the net proceeds from the Private Placement Warrants (as defined below), and cash on hand, used to repay approximately $ 670.0 million outstanding borrowings under the 2023 First Lien Term Loan. Amendment to Certificate of Incorporation ​ On May 14, 2026, the Company’s Amended and Restated Certificate of Incorporation (the “Charter”) and the Company’s Second Amended and Restated Bylaws became effective. The Charter, among other things, provides that the Company’s authorized capital stock consists of 1,200.0 million shares of Class A common stock, 300.0 million shares of Class B common stock and 250.0 million shares of preferred stock. 19 Table of Contents Exchange and/or Redemption of the Company’s Outstanding Series B Preferred Stock and Warrants ​ On May 12, 2026, the Company exchanged outstanding shares of Series B Preferred Stock held by KKR GMR Consolidated Aggregator LLC, an investment entity owned by investment funds and vehicles managed or sponsored by one or more subsidiaries of KKR & Co. Inc. and its subsidiaries and its affiliates, for 12,381,051 warrants to purchase Class A common stock (the “Preferred Exchange”) at an exercise price of $ 0.01 per share. On May 12, 2026, the Company exchanged warrants exercisable for 7,103,474 shares of Class A common stock, at an exercise price of $ 0.01 per share, and held by certain investment funds managed or advised by HPS Investment Partners, LLC or its controlled affiliates for warrants exercisable for the same number of shares of Class B common stock, at an exercise price of $ 0.01 per share. On May 14, 2026, the Company redeemed all of the remaining outstanding shares of Series B Preferred Stock using a portion of the net proceeds of the IPO, at an aggregate redemption price equal to $ 299.5 million. Sale of Private Placement Warrants ​ On May 15, 2026, the Company issued approximately 33.3 million warrants in a private placement transaction (the “Private Placement Warrants”) to purchase Class A common stock and/or Class B common stock with an exercise price of $ 0.01 per share, for total consideration of $ 500.0 million. Tax Receivable Agreement The Company expects to utilize certain pre-IPO tax assets (including federal, state and local net operating losses, deferred interest deductions, tax basis in amortizable or depreciable assets, and certain deductible expenses attributable to the transactions related to the IPO) (the “Pre-IPO Tax Benefits”) that arose prior to or in connection with the IPO, which tax benefits are expected to reduce the Company’s future tax payments. In connection with the IPO, the Company entered into a Tax Receivable Agreement (the “TRA”) with certain stockholders and members of management that elected to become parties to the TRA (the “TRA parties”) that will provide for the payment by the Company to such TRA parties of 85 % of the benefits, if any, that the Company or its subsidiaries actually realize, or are deemed to realize (calculated using certain assumptions), as a result of savings in U.S. federal, state and local income taxes attributable to the Company’s and its subsidiaries’ utilization of the Pre-IPO Tax Benefits. The Company expects to benefit from the remaining 15 % of cash tax benefits, if any, it realizes from the Pre-IPO Tax Benefits. For purposes of the TRA, the cash tax benefits will be computed by comparing the Company’s actual income tax liability to the amount of such taxes that the Company would have been required to pay had it not been able to utilize the Pre-IPO Tax Benefits. The term of the TRA will continue until all Pre-IPO Tax Benefits have been utilized (or deemed utilized) or expired. In the event of certain changes of control, certain material breaches of the TRA by the Company, or an insolvency event, the calculation of certain future payments made under the TRA will utilize certain valuation assumptions, including that the Company will have sufficient taxable income to fully utilize Pre-IPO Tax Benefits. ​ ​ ​ 20 Table of Contents