What changed in this filing

/stocks — the workspaceLOADING

Item 1. Financial Statements

2026-08-12 compared with 2026-06-02 · 203 added, 116 removed, 435 unchanged (42% of the section changed)

2 unchanged sentences

CONDENSED CONSOLIDATED BALANCE SHEETS

(Amounts in thousands)

(Amounts in thousands, except share and par value amounts)

Current assets:

6 unchanged sentences

Total current assets

Property and equipment, net of accumulated depreciation of $ 1,269,762 and $ 1,223,603 at March 31, 2026 and December 2025, respectively

Property and equipment, net of accumulated depreciation of $ 1,303,633 and $ 1,223,603 at June 30, 2026 and December 31, 2025, respectively

Operating right-of-use assets

14 unchanged sentences

Deferred income taxes

Tax receivable agreement liability

Insurance reserves

6 unchanged sentences

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

Class A Common stock, $ 0.0001 par value, 1,200,000,000 and 200,000,000 shares authorized, 54,021,711 and 22,096,835 shares issued and 54,021,711 and 21,675,837 outstanding, respectively, as of June 30, 2026 and December 31, 2025

Class B Common stock, $ 0.0001 par value, 300,000,000 and no shares authorized and no shares issued or outstanding, respectively, as of June 30, 2026 and December 31, 2025

Additional paid-in capital

7 unchanged sentences

(Amounts in thousands, except share and per share amounts, unaudited)

Three Months Ended March 31,

Three Months Ended June 30,

Six Months Ended June 30,

Operating expenses:

36 unchanged sentences

Balance at March 31, 2025

Stock-based compensation expense

Repurchase of common stock

Issuance of shares under stock award plan, net of shares withheld for cash taxes paid

Net income (loss)

Other comprehensive income (loss), net of tax benefit (expense) of ($ 0.1 ) million

Balance at June 30, 2025

Balance at December 31, 2025

4 unchanged sentences

Balance at March 31, 2026

Redemption of redeemable preferred stock

Stock-based compensation expense

Issuance of shares under stock award plan, net of shares withheld for cash taxes paid

Issuance of warrants to purchase common stock

Issuance of common stock on initial public offering, net of underwriting discounts and commissions, and offering-related expenses of $ 31.9 million.

Execution of tax receivable agreement

Net income (loss)

Other comprehensive income (loss), net of tax benefit (expense) of ($ 0.2 ) million

Balance at June 30, 2026

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

2 unchanged sentences

(Amounts in thousands, unaudited)

Three Months Ended March 31,

Six Months Ended June 30,

Cash flows from operating activities:

32 unchanged sentences

Proceeds from issuance of long-term debt

Issuance of common stock, net

Repurchase of common stock

Issuance of warrants to purchase common stock

(Redemption) issuance of redeemable preferred stock

11 unchanged sentences

NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

March 31, 2026

June 30, 2026

NOTE 1 –DESCRIPTION OF COMPANY

11 unchanged sentences

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.

Management relies on historical experience and on various other assumptions believed to be reasonable under the circumstances to make judgments 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, income taxes, tax receivable agreement liability, 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.

As of June 30, 2026 and December 31, 2025, the Company held restricted cash and cash equivalents of $ 7.2 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.

As of June 30, 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.

From time to time, new accounting pronouncements are issued by the Financial Accounting 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.

11 unchanged sentences

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.

During each of the three and six months ended June 30, 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.

1 unchanged sentence

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,

During the three and six months ended June 30, 2026, there were 132.2 million and 140.7 million, respectively, 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.

During the three and six months ended June 30, 2025, there were approximately 0.2 million shares issuable on the exercise of share-based awards 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 and six months ended June 30, 2026 and 2025 (in thousands, except share and per share amounts):

Three Months Ended

Six Months Ended

(in thousands, except share and per share amounts)

7 unchanged sentences

Net income (loss) available to common stockholders per share:

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,

Net revenue for the three and six months ended June 30, 2026 and 2025 consisted of the following (in thousands):

Three Months Ended June 30,

Six Months Ended June 30,

Commercial insurance and managed care (excluding Medicare and Medicaid managed care)

5 unchanged sentences

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 lease payments were $ 3.7 million and $ 3.5 million for the three months ended June 30, 2026 and 2025, respectively.

Variable lease payments were $ 7.4 million and $ 7.2 million for the six months ended June 30, 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,

Three Months Ended June 30,

Six Months Ended June 30,

Operating lease cost

6 unchanged sentences

Supplemental cash flow information related to leases was as follows (in thousands):

Three Months Ended March 31,

Six Months Ended June 30,

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

6 unchanged sentences

Supplemental balance sheet information related to leases was as follows (in thousands):

March 31, 2026

June 30, 2026

December 31, 2025

17 unchanged sentences

Finance leases

Future commitments as of March 31, 2026 for lease liabilities related to premises, equipment and other recurring commitments are as follows (in thousands):

Future commitments as of June 30, 2026 for lease liabilities related to premises, equipment and other recurring commitments are as follows (in thousands):

Maturities of Lease Liabilities

18 unchanged sentences

10 - 15 years

Intangible assets consisted of the following at March 31, 2026 and December 31, 2025 (in thousands):

March 31, 2026

Intangible assets consisted of the following at June 30, 2026 and December 31, 2025 (in thousands):

June 30, 2026

December 31, 2025

8 unchanged sentences

Total intangibles, net

Aggregate amortization of intangible assets was $ 16.2 million and $ 19.7 million for the three months ended March 31, 2026 and 2025, respectively.

Aggregate amortization of intangible assets was $ 16.2 million and $ 16.8 million for the three months ended June 30, 2026 and 2025, respectively.

Aggregate amortization of intangible assets was $ 32.3 million and $ 36.5 million for the six months ended June 30, 2026 and 2025, respectively.

NOTE 7 – OTHER ACCRUED LIABILITIES

Other accrued liabilities were as follows as of March 31 2026 and December 31, 2025 (in thousands):

Other accrued liabilities were as follows as of June 30, 2026 and December 31, 2025 (in thousands):

Insurance reserves

Deferred membership revenue

Federal and state tax liabilities

Quality assurance fee programs

Accrued aircraft engines and parts

Patient refunds

2 unchanged sentences

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.

Deferred membership revenue balances of a long-term nature were $ 42.9 million and $ 41.1 million as of June 30, 2026 and December 31, 2025,

respectively, classified under other long-term liabilities on the condensed consolidated balance sheets.

As of June 30, 2026, the Company recognized $ 29.6 million of revenue that was included in the deferred revenue balance as of December 31, 2025.

As of June 30, 2026, the weighted average remaining period over which revenue for unsatisfied performance obligations on memberships will be recognized was approximately 3.6 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.

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 23.7 million 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.

1 unchanged sentence

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.

Accumulated dividends as of June 30, 2026 and December 31, 2025, were zero and $ 147.7 million, respectively.

The holders of Preferred Stock do not participate in dividends declared on common stock.

1 unchanged sentence

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.

On May 12, 2026, the Company exchanged 138,632 shares of Preferred Stock in exchange for 12.4 million warrants to purchase shares of the Company’s Class A common stock at an exercise price of $ 0.01 per share, representing the stated value of the Preferred Stock plus the aggregate accrued and unpaid dividends, totaling $ 185.7 million.

On May 14, 2026, the Company redeemed 223,530 shares of Preferred Stock for an aggregate redemption price of $ 299.5 million, representing the stated value of the Preferred Stock plus the aggregate accrued and unpaid dividends.

As of June 30, 2026 and December 31, 2025, there were zero and 551,212 shares, respectively, of Preferred Stock issued and outstanding recorded as redeemable preferred stock on the condensed consolidated balance sheets.

NOTE 9 – COMMON STOCK

On May 14, 2026, the Company completed its initial public offering (“IPO”), of 31.9 million shares of Class A common stock, par value $ 0.0001 per share, at a price of $ 15.00 per share.

The Company received net proceeds of $ 446.8 million for the Class A common stock, after deducting underwriting discounts, commissions, and offering-related expenses of $ 31.9 million.

The Company used the net proceeds from the IPO to redeem certain outstanding shares of Series B Preferred Stock, as described in Note 8, together with the net proceeds from the issuance of private placement warrants, as described in Note 10, and cash on hand, to repay approximately $ 670.0 million outstanding borrowings under the senior secured term loans due 2032.

Upon completion of the IPO, 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.

NOTE 10 – WARRANTS

3 unchanged sentences

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.

In connection with the March 6, 2026 redemption of Preferred Stock, the Company exchanged the outstanding 2024 Warrants for 2026 Voting Warrants to purchase 16.2 million shares of Class A common stock and 2026 Non-Voting Warrants to purchase 4.1 million 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.

1 unchanged sentence

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.

On May 12, 2026, the Company exchanged warrants exercisable for 7.1 million 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 12, 2026, the Company issued 12.4 million warrants to purchase shares of Class A common stock at an exercise price of $ 0.01 per share in exchange for shares of Preferred Stock outstanding valued at $ 185.7 million, as further described in Note 8.

On May 15, 2026, the Company issued approximately 33.3 million warrants in a private placement transaction 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.

As of June 30, 2026 and December 31, 2025, total warrants issued and outstanding were 169.1 million and 123.4 million, respectively.

NOTE 11 – LONG-TERM DEBT

Long-term debt consisted of the following as of March 31, 2026 and December 31, 2025 (in thousands):

Senior secured term loans

Term loan ( 7.17 % and 7.38 % as of March 31, 2026 and December 31, 2025, respectively)

Long-term debt consisted of the following as of June 30, 2026 and December 31, 2025 (in thousands):

Senior secured term loans ( 6.89 % and 7.38 % as of June 30, 2026 and December 31, 2025, respectively)

October 1, 2032

Senior secured notes ( 7.38 % as of March 31, 2026 and December 31, 2025, respectively)

Senior secured notes ( 7.38 % as of June 30, 2026 and December 31, 2025, respectively)

October 1, 2032

3 unchanged sentences

Long-term debt

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.

As of June 30, 2026, the maximum available under the asset-based revolving credit facility (the “ABL Facility”) was $ 800.0 million.

As of June 30, 2026, letters of credit outstanding, which impact the available credit under the ABL Facility, were $ 103.7 million, and the maximum amount available to draw under the ABL Facility was $ 696.3 million.

These letters of credit primarily secure the obligations of the operations of AMR Holdco, Inc.

(“AMR”), a ground ambulance provider, and the Company’s captive insurance program.

At each of June 30, 2026 and December 31, 2025, the Company had no t drawn on the ABL Facility.

As part of the IPO on May 14, 2026, the Company paid down approximately $ 670.0 million of outstanding borrowings under the senior secured term loan due 2032.

On May 18, 2026, Moody’s upgraded GMR’s corporate family rating to B1 from B2.

Pursuant to the terms of the Company’s senior secured term loan due 2032, the ratings upgrade resulted in a 25 basis point reduction in the applicable interest rate, effective upon the upgrade.

NOTE 12 – FAIR VALUE MEASUREMENTS

5 unchanged sentences

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.

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.

4 unchanged sentences

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

The following table summarizes the valuation of the Company’s financial instruments by the above fair value hierarchy levels as of June 30, 2026 and December 31, 2025 (in thousands):

June 30, 2026

Available-for-sale securities

3 unchanged sentences

Cash-settled performance stock unit liability

Interest rate swap

December 31, 2025

5 unchanged sentences

Interest rate swap

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.

The contingent consideration balance classified as a Level 3 liability remained consistent during the six months ended June 30, 2026, and is primarily related to contingent consideration associated with a prior acquisition.

Insurance Collateral

5 unchanged sentences

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.

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

Insurance collateral consisted of the following as of June 30, 2026 and December 31, 2025 (in thousands):

June 30, 2026

December 31, 2025

6 unchanged sentences

Insurance Collateral

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

Amortized cost basis and aggregate fair value of the Company’s marketable securities as of June 30, 2026 and December 31, 2025 were as follows (in thousands):

June 30, 2026

Gross Unrealized Gains

1 unchanged sentence

Corporate and municipal bonds

Preferred or fixed rate cap securities

Total available-for-sale securities

9 unchanged sentences

Total securities

As of March 31, 2026, available-for-sale securities included U.S.

As of June 30, 2026, available-for-sale securities included U.S.

Treasuries, corporate bonds and fixed income securities of $ 7.5 million with contractual maturities within one year, $ 22.7 million with contractual maturities extending longer than one year through five years and $ 26.1 million with contractual maturities extending longer than five years.

1 unchanged sentence

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.

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.

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 realized net gains on the sales and maturities of available-for-sale securities of less than $ 0.1 million and $ 0.6 million for the three months ended June 30, 2026 and 2025, respectively.

The Company realized net gains on the sales and maturities of available-for-sale securities of $ 0.7 million and $ 1.3 million for the six months ended June 30, 2026 and 2025, respectively.

Based on management’s estimates, the carrying value of the other long-term debt approximates fair value as of June 30, 2026 and December 31, 2025.

The estimated fair value of the Company’s senior secured term loans and senior secured notes was approximately $ 3,955.4 million and $ 4,668.0 million and the outstanding principal amount was $ 3,912.0 million and $ 4,600.0 million as of June 30, 2026 and December 31, 2025, respectively.

The Company’s debt is classified as Level 2 in the fair value hierarchy.

6 unchanged sentences

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 less than $ 0.1 million as of March 31, 2026.

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 asset in the amount of $ 0.3 million as of June 30, 2026.

The Company recorded a noncurrent liability in the amount of $ 1.5 million as of December 31, 2025.

4 unchanged sentences

The Company recorded a noncurrent liability in the amount of $ 0.1 million as of March 31, 2026.

The Company recorded a noncurrent asset in the amount of $ 0.2 million as of June 30, 2026.

The Company recorded a noncurrent liability in the amount of $ 1.5 million as of December 31, 2025.

4 unchanged sentences

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 $ 10.0

million as of June 30, 2026.

The Company recorded a noncurrent asset in the amount of $ 0.9 million as of December 31, 2025.

4 unchanged sentences

The Company recorded a noncurrent asset in the amount of $ 2.1 million as of March 31, 2026.

The Company recorded a noncurrent asset in the amount of $ 4.5 million as of June 30, 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.

During the three months ended June 30, 2026 and 2025, the Company recorded a reduction of interest expense of $ 9.1 million and an increase to interest expense of $ 2.0 million, respectively.

During the six months ended June 30, 2026 and 2025, the Company recorded a reduction of interest expense of $ 17.0 million and an increase to interest expense of $ 6.7 million, respectively.

NOTE 14 – 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).

The following table presents the tax effect on each component of “Other comprehensive income (loss)” for the three months ended June 30, 2026 and 2025 (in thousands):

For the Three Months Ended

March 31, 2026

March 31, 2025

June 30, 2026

June 30, 2025

Before Tax Amount

6 unchanged sentences

Other comprehensive income (loss)

The following table presents the tax effect on each component of “Other comprehensive income (loss)” for the six months ended June 30, 2026 and 2025 (in thousands):

For the Six Months Ended

June 30, 2026

June 30, 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

Other comprehensive income (loss)

The “Accumulated other comprehensive income (loss)” is detailed in the following table, net of tax (in thousands).

6 unchanged sentences

Balance at March 31, 2025

Other comprehensive income (loss) before reclassification

Amounts reclassified from accumulated other comprehensive income (loss)

Balance at June 30, 2025

Balance at December 31, 2025

2 unchanged sentences

Balance at March 31, 2026

Other comprehensive income (loss) before reclassification

Amounts reclassified from accumulated other comprehensive income (loss)

Balance at June 30, 2026

NOTE 15 – 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.

2015 Stock Incentive Plan (the “2015 Equity Plan”).

The 2015 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.

The total number of shares of common stock authorized for issuance under the 2015 Equity Plan is 53.9 million shares.

As of June 30, 2026, a total of 41.4 million 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.

2026 Equity Incentive Plan (the “2026 Equity Plan”).

The 2026 Equity Plan authorizes equity awards to be granted to management and other personnel and key service providers.

Awards granted under the plan include restricted stock units and time-based stock option awards.

The total number of shares of common stock authorized for issuance under the 2026 Equity Plan is 22.5 million.

As of June 30, 2026, a total of 7.4 million equity awards were issued and outstanding.

Concurrent with the adoption of the 2026 Equity Plan, the 2015 Equity Plan was frozen and no further awards will be granted under the 2015 Equity Plan.

All outstanding awards under the 2015 Equity Plan will, however, continue to be governed by the existing terms of the plan and the applicable award agreements.

Under the 2015 Equity 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 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 Equity Plan, not to exceed a total settlement of $ 50.0 million.

As of June 30, 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.

Under the 2026 Equity Plan, restricted stock units and time-vested stock option awards generally vest based on continued service over three years in equal increments on each anniversary of the grant.

Stock-based employee compensation expense was $ 132.6 million for the three months ended June 30, 2026, compared to expense of $ 3.0 million for the same prior year period.

Stock-based employee compensation expense was $ 132.5 million for the six months ended June 30, 2026, compared to expense of $ 5.6 million for the same prior year period.

The expense for the three and six month periods ended June 30, 2026 related primarily to the vesting of the restricted stock units and certain non-cash settled performance stock units issued under the 2015 Equity Plan, based on the consummation of the IPO and achievement of certain performance targets on such date, as applicable.

No expense has been recorded with respect to certain 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 Equity Plan.

This liquidity event condition, specific to these performance awards, is not treated as probable of occurring until the event transpires.

As of June 30, 2026, the Company had $ 123.6 million of total unrecognized compensation cost related to all stock awards.

A Monte Carlo valuation is utilized to estimate unrecognized compensation for performance-based stock options and intrinsic value at the date of grant is used to estimate unrecognized compensation related to restricted and performance stock units.

NOTE 16 – 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

The table below summarizes the non-health and welfare insurance reserves included in the accompanying condensed consolidated balance sheets at June 30, 2026 and December 31, 2025 (in thousands):

June 30, 2026

December 31, 2025

3 unchanged sentences

General/ Professional Liability

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):

The changes to the Company’s estimated losses under insurance programs, including those covered by commercial insurance programs with offsetting assets, as of June 30, 2026 and December 31, 2025 were as follows (in thousands):

Balance, beginning of period

13 unchanged sentences

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 Company incurred an advisory fee of $ 9.3 million for the three months ended June 30, 2026, compared to $ 2.7 million of advisory fees for the same prior year period.

The Company incurred an advisory fee of $ 12.3 million for the six months ended June 30, 2026, compared to $ 5.4 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.

Additionally, KKR Capital Markets LLC (“KCM”), an affiliate of KKR, provided for the arrangement and syndication of the exchange of its then-outstanding 6.50 % senior secured notes due 2025, Amended No.

4 to that certain Credit Agreement, dated as of April 28, 2015, and the incurrence of the first lien senior secured term loan due October 2028.

The Company incurred $ 5.4 million of commission fees with KCM during the three and six months ended June 30, 2026, in connection with the IPO on May 14, 2026.

The Company did no t incur any fees with KCM during the three and six months ended June 30, 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.

1 unchanged sentence

Three Months Ended

Six Months Ended

(in thousands, except percentages)

1 unchanged sentence

Effective tax rate

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 .

The effective tax rate for the three months ended June 30, 2026 differed from the Federal statutory rate primarily due to state and local income taxes, non-deductible executive compensation, and a current year benefit related to a decrease in the valuation allowance.

The effective tax rate for the three months ended June 30, 2025 differed from the Federal statutory rate primarily due to a decrease to state and local income taxes and an increase in the valuation allowance.

The effective tax rate for the six months ended June 30, 2026 differed from the Federal statutory rate primarily due to state and local income taxes, non-deductible executive compensation and a current year benefit related to a decrease in the valuation allowance.

The effective tax rate for the six months ended June 30, 2025 differed from the Federal statutory rate primarily due to state and local income taxes and an increase to the valuation allowance.

NOTE 20 – TAX RECEIVABLE AGREEMENT

The Company expects to utilize certain pre-IPO tax assets including federal 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 income tax payments.

In connection with the IPO, we entered into a Tax Receivable Agreement ( “TRA”) with certain stockholders and members of management that elected to become parties to the TRA (“Management party participants”) (collectively, “TRA parties”).

The TRA will provide for the payment by the Company of 85 % of the benefits, if any, that the Company or its subsidiaries

actually realize, or are deemed to realize, 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.

Management party participants are entitled to receive TRA payments on their management TRA interests only if they satisfy the service condition set forth in the agreement, which requires employment with the Company for at least one day during the year in which the TRA payment is paid.

Amounts forfeited by management party participants are reallocated to participating stockholders in accordance with the terms of the TRA.

Such forfeitures do not reduce the aggregate payment obligation of the Company under the TRA.

At the IPO date, the Company recorded a TRA liability for the estimated future payments expected to be made under the agreement.

The initial liability was measured using a mirror approach based on the tax benefits expected to be realized from the covered tax attributes and was recorded on an undiscounted basis.

Because the TRA results in a non-income tax related liability resulting from a transaction with stockholders, the offsetting entry was recorded to additional paid-in-capital.

The TRA liability is remeasured at each reporting date based on management’s estimate of future tax benefits expected to be realized from the covered tax attributes.

Changes in the estimated liability may result from changes in anticipated taxable income, tax rates, utilization of tax attributes, valuation allowance assessments, or other factors affecting the realization of the underlying tax benefits.

Subsequent changes in the estimated TRA liability attributable to participating stockholders are recognized within operating expenses.

Changes attributable to management party participants are recognized within compensation expense.

During the service period, management evaluates the probability of satisfaction of the service condition by management party participants when determining the allocation of future payments between stockholder and management party participant interests.

The associated deferred tax assets are computed by applying the applicable statutory tax rates to the underlying tax attributes.

As of June 30, 2026, these deferred tax assets are estimated to be $ 696.4 million.

The associated deferred tax assets are presented net of the valuation allowance.

As of June 30, 2026, the valuation allowance is estimated to be $ 145.3 million, resulting in net deferred tax assets of $ 551.1 million.

The TRA liability is computed as 85 % of the applicable deferred tax assets, net of valuation allowance.

As of June 30, 2026, the Company recorded a TRA liability of $ 468.4 million.

Beginning with the 2026 taxable year, annual TRA payments are generally determined following the filing of the applicable income tax returns based on the tax benefits actually utilized by the Company during the taxable year.

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.

Payments under the TRA bear interest from the original due date of the applicable tax return, generally April 15, through the payment date at a rate equal to SOFR plus 1.0 %.

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.

NOTE 21 – SEGMENTS

4 unchanged sentences

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.

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.

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.

The term of the TRA will continue until all Pre-IPO Tax Benefits have been utilized (or deemed utilized) or expired.

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