GMR Solutions Inc. 10-Q

Item 1. Financial Statements ​ GMR Solutions Inc. CONDENSED CONSOLIDATED BALANCE SHEETS (Amounts in thousands, except share and par value amounts) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ June 30, ​ December 31, ​ ​ ​ ​ 2026 ​ ​ ​ 2025 ​ ​ (unaudited) ​ ​ ​ ASSETS ​ ​ ​ ​ ​ ​ Current assets: ​ ​ ​ ​ ​ ​ Cash and cash equivalents ​ $ 420,001 ​ $ 609,349 Insurance collateral ​ ​ 76,755 ​ ​ 78,608 Accounts receivable, net ​ ​ 1,166,369 ​ ​ 1,094,814 Spare parts, medical supplies and fuel ​ ​ 127,819 ​ ​ 115,725 Prepaid expenses ​ ​ 84,663 ​ ​ 105,014 Other current assets ​ ​ 147,372 ​ ​ 128,571 Total current assets ​ ​ 2,022,979 ​ ​ 2,132,081 Property and equipment, net of accumulated depreciation of $ 1,303,633 and $ 1,223,603 at June 30, 2026 and December 31, 2025, respectively ​ ​ 1,411,068 ​ ​ 1,361,278 Operating right-of-use assets ​ ​ 216,206 ​ ​ 203,258 Finance right-of-use assets ​ ​ 84,239 ​ ​ 85,030 Intangible assets, net ​ ​ 1,171,914 ​ ​ 1,204,237 Goodwill ​ ​ 2,180,581 ​ ​ 2,180,581 Other assets ​ ​ 342,271 ​ ​ 315,580 Total assets ​ $ 7,429,258 ​ $ 7,482,045 LIABILITIES, MEZZANINE EQUITY AND STOCKHOLDERS' EQUITY ​ ​ ​ ​ ​ ​ Current liabilities: ​ ​ ​ ​ ​ ​ Accounts payable ​ ​ 64,054 ​ ​ 60,047 Accrued wages, benefits and taxes ​ ​ 277,499 ​ ​ 339,710 Accrued interest ​ ​ 24,648 ​ ​ 75,655 Other accrued liabilities ​ ​ 408,742 ​ ​ 363,160 Current portion of lease obligations ​ ​ 79,672 ​ ​ 78,717 Current portion of long-term debt ​ ​ 151,231 ​ ​ 147,140 Total current liabilities ​ ​ 1,005,846 ​ ​ 1,064,429 Operating lease obligations ​ ​ 182,105 ​ ​ 171,880 Finance lease obligations ​ ​ 75,578 ​ ​ 74,943 Long-term debt ​ ​ 4,266,377 ​ ​ 4,898,769 Deferred income taxes ​ ​ 209,129 ​ ​ 209,067 Tax receivable agreement liability ​ ​ 468,414 ​ ​ — Insurance reserves ​ ​ 332,839 ​ ​ 312,069 Other long-term liabilities ​ ​ 99,707 ​ ​ 101,593 Total liabilities ​ ​ 6,639,995 ​ ​ 6,832,750 Commitments and contingencies ​ ​ ​ ​ ​ ​ Mezzanine equity: ​ ​ ​ ​ ​ ​ Redeemable preferred stock ​ ​ — ​ ​ 445,140 Total mezzanine equity ​ ​ — ​ ​ 445,140 Stockholders' equity: ​ ​ ​ ​ ​ ​ 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 ​ ​ 5 ​ ​ 2 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 ​ ​ 963,270 ​ ​ 456,466 Retained earnings (deficit) ​ ​ ( 181,434 ) ​ ​ ( 259,492 ) Accumulated other comprehensive income (loss) ​ ​ 7,422 ​ ​ 7,179 Total stockholders' equity (deficit) ​ ​ 789,263 ​ ​ 204,155 Total liabilities, mezzanine equity and stockholders' equity ​ $ 7,429,258 ​ $ 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 June 30, ​ Six Months Ended June 30, ​ ​ ​ ​ 2026 ​ ​ ​ 2025 ​ ​ ​ 2026 ​ ​ ​ 2025 Net revenue ​ $ 1,490,286 ​ $ 1,442,011 ​ $ 2,947,862 ​ $ 2,809,418 Operating expenses: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Employee wages, benefits and taxes ​ ​ 924,522 ​ ​ 742,617 ​ ​ 1,694,528 ​ ​ 1,477,375 Maintenance, fuel and other direct expenses ​ ​ 136,417 ​ ​ 112,617 ​ ​ 255,037 ​ ​ 224,428 Insurance expense ​ ​ 50,877 ​ ​ 51,301 ​ ​ 93,856 ​ ​ 84,953 Other operating expenses ​ ​ 231,900 ​ ​ 220,908 ​ ​ 459,994 ​ ​ 436,714 Depreciation and amortization ​ ​ 76,956 ​ ​ 72,507 ​ ​ 152,323 ​ ​ 147,634 Impairment of assets held for sale and other investments ​ ​ — ​ ​ — ​ ​ — ​ ​ 14,100 Acquisition, integration and other charges ​ ​ 12,925 ​ ​ 1,055 ​ ​ 16,537 ​ ​ 5,356 Total operating expenses ​ ​ 1,433,597 ​ ​ 1,201,005 ​ ​ 2,672,275 ​ ​ 2,390,560 Operating income ​ ​ 56,689 ​ ​ 241,006 ​ ​ 275,587 ​ ​ 418,858 Interest expense, net ​ ​ 76,848 ​ ​ 108,516 ​ ​ 160,022 ​ ​ 222,201 Equity in (earnings) losses of unconsolidated affiliates ​ ​ ( 436 ) ​ ​ ( 272 ) ​ ​ ( 899 ) ​ ​ ( 2,574 ) Other (income) loss, net ​ ​ ( 425 ) ​ ​ 10,468 ​ ​ ( 6,769 ) ​ ​ 9,546 Net income (loss) before income taxes ​ ​ ( 19,298 ) ​ ​ 122,294 ​ ​ 123,233 ​ ​ 189,685 Income tax (benefit) expense ​ ​ 8,980 ​ ​ 41,533 ​ ​ 45,175 ​ ​ 70,900 Net income (loss) ​ $ ( 28,278 ) ​ $ 80,761 ​ $ 78,058 ​ $ 118,785 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Net income (loss) available to common stockholders per share: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Basic ​ $ ( 1.84 ) ​ $ 0.87 ​ $ ( 1.35 ) ​ $ 0.84 Diluted ​ $ ( 1.84 ) ​ $ 0.27 ​ $ ( 1.35 ) ​ $ 0.26 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Weighted-average common shares outstanding: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Basic ​ ​ 62,678,438 ​ ​ 45,554,662 ​ ​ 54,304,118 ​ ​ 45,552,980 Diluted ​ ​ 62,678,438 ​ ​ 148,265,105 ​ ​ 54,304,118 ​ ​ 148,084,828 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Comprehensive income (loss): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Net income (loss) ​ ​ ( 28,278 ) ​ ​ 80,761 ​ ​ 78,058 ​ ​ 118,785 Other comprehensive income (loss) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Unrealized holding gains (losses) on investments ​ ​ 837 ​ ​ 371 ​ ​ 313 ​ ​ 839 Deferred income tax benefit (expense), net ​ ​ ( 186 ) ​ ​ ( 82 ) ​ ​ ( 70 ) ​ ​ ( 186 ) Total other comprehensive income (loss), net of income tax ​ ​ 651 ​ ​ 289 ​ ​ 243 ​ ​ 653 Comprehensive income (loss) ​ $ ( 27,627 ) ​ $ 81,050 ​ $ 78,301 ​ $ 119,438 ​ 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 ​ ​ Class A ​ 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 Stock-based compensation expense ​ — ​ ​ — ​ ​ 902 ​ ​ — ​ ​ — ​ ​ 902 ​ — ​ ​ — Repurchase of common stock ​ ( 10,533 ) ​ ​ — ​ ​ ( 86 ) ​ ​ — ​ ​ — ​ ​ ( 86 ) ​ — ​ ​ — Issuance of shares under stock award plan, net of shares withheld for cash taxes paid ​ — ​ ​ — ​ ​ 1 ​ ​ — ​ ​ — ​ ​ 1 ​ — ​ ​ — Net income (loss) ​ — ​ ​ — ​ ​ — ​ ​ 80,761 ​ ​ — ​ ​ 80,761 ​ — ​ ​ — Other comprehensive income (loss), net of tax benefit (expense) of ($ 0.1 ) million ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ 289 ​ ​ 289 ​ — ​ ​ — Balance at June 30, 2025 ​ 21,814,054 ​ $ 2 ​ $ 650,596 ​ $ ( 346,934 ) ​ $ 5,604 ​ $ 309,268 ​ 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 Redemption of redeemable preferred stock ​ — ​ ​ — ​ ​ ( 192,548 ) ​ ​ — ​ ​ — ​ ​ ( 192,548 ) ​ ( 362,162 ) ​ ​ ( 292,469 ) Stock-based compensation expense ​ — ​ ​ — ​ ​ 132,602 ​ ​ — ​ ​ — ​ ​ 132,602 ​ — ​ ​ — Issuance of shares under stock award plan, net of shares withheld for cash taxes paid ​ 9,983 ​ ​ — ​ ​ 72 ​ ​ — ​ ​ — ​ ​ 72 ​ — ​ ​ — Issuance of warrants to purchase common stock ​ — ​ ​ — ​ ​ 685,716 ​ ​ — ​ ​ — ​ ​ 685,716 ​ — ​ ​ — Issuance of common stock on initial public offering, net of underwriting discounts and commissions, and offering-related expenses of $ 31.9 million. ​ 31,914,893 ​ ​ 3 ​ ​ 446,789 ​ ​ — ​ ​ — ​ ​ 446,792 ​ — ​ ​ — Execution of tax receivable agreement ​ — ​ ​ — ​ ​ ( 468,413 ) ​ ​ — ​ ​ — ​ ​ ( 468,413 ) ​ — ​ ​ — Net income (loss) ​ — ​ ​ — ​ ​ — ​ ​ ( 28,278 ) ​ ​ — ​ ​ ( 28,278 ) ​ — ​ ​ — Other comprehensive income (loss), net of tax benefit (expense) of ($ 0.2 ) million ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ 651 ​ ​ 651 ​ — ​ ​ — Balance at June 30, 2026 ​ 54,021,711 ​ $ 5 ​ $ 963,270 ​ $ ( 181,434 ) ​ $ 7,422 ​ $ 789,263 ​ — ​ $ — ​ ​ 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) ​ ​ ​ ​ ​ ​ ​ ​ ​ Six Months Ended June 30, ​ ​ ​ ​ 2026 ​ ​ ​ 2025 Cash flows from operating activities: ​ ​ ​ ​ ​ ​ Net income (loss) ​ $ 78,058 ​ $ 118,785 Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities ​ ​ ​ ​ ​ ​ Depreciation and amortization ​ ​ 152,323 ​ ​ 147,634 Amortization of deferred financing costs and debt discount ​ ​ 4,777 ​ ​ 8,188 Paid-in-kind interest on long-term debt ​ ​ — ​ ​ 15,579 Impairment of assets held for sale and other investments ​ ​ — ​ ​ 14,100 (Gain) loss on divestiture of businesses ​ ​ — ​ ​ 3,837 Stock-based compensation expense ​ ​ 132,511 ​ ​ 1,422 Liability classified stock awards ​ ​ — ​ ​ 4,169 Loss (gain) on disposal of property and equipment ​ ​ 1,855 ​ ​ 5,290 Unrealized loss (gain) on marketable equity securities ​ ​ 873 ​ ​ 784 Deferred income taxes ​ ​ ( 8 ) ​ ​ ( 4 ) Other, net ​ ​ ( 7,800 ) ​ ​ 3,645 Changes in assets and liabilities, net of effects of acquisitions ​ ​ ​ ​ ​ ​ Accounts receivable, net ​ ​ ( 71,555 ) ​ ​ ( 54,923 ) Accounts payable ​ ​ 4,007 ​ ​ 8,923 Accrued wages, benefits and taxes ​ ​ ( 62,806 ) ​ ​ ( 20,553 ) Accrued interest ​ ​ ( 51,007 ) ​ ​ 27,138 Accrued liabilities ​ ​ 43,952 ​ ​ ( 60,027 ) Other assets and liabilities, net ​ ​ ( 7,854 ) ​ ​ ( 5,314 ) Net cash provided by (used in) operating activities ​ ​ 217,326 ​ ​ 218,673 ​ ​ ​ ​ ​ ​ ​ Cash flows from investing activities: ​ ​ ​ ​ ​ ​ Proceeds from divestiture of businesses ​ ​ — ​ ​ 2,819 Proceeds from asset disposals related to sales and insurance recoveries ​ ​ 1,323 ​ ​ 633 Purchases of property and equipment ​ ​ ( 137,989 ) ​ ​ ( 111,600 ) Net change in investments held as insurance collateral ​ ​ ( 572 ) ​ ​ ( 1,857 ) Purchases of marketable securities ​ ​ ( 64,563 ) ​ ​ ( 20,300 ) Sales and maturities of marketable securities ​ ​ 60,678 ​ ​ 25,956 Other investing activities, net ​ ​ 14,675 ​ ​ ( 3,347 ) Net cash provided by (used in) investing activities ​ ​ ( 126,448 ) ​ ​ ( 107,696 ) ​ ​ ​ ​ ​ ​ ​ Cash flows from financing activities: ​ ​ ​ ​ ​ ​ Payments on finance lease obligations ​ ​ ( 6,401 ) ​ ​ ( 7,473 ) Principal payments on long-term debt ​ ​ ( 750,351 ) ​ ​ ( 76,100 ) Proceeds from issuance of long-term debt ​ ​ 73,037 ​ ​ 77,026 Issuance of common stock, net ​ ​ 446,904 ​ ​ — Repurchase of common stock ​ ​ — ​ ​ ( 86 ) Issuance of warrants to purchase common stock ​ ​ 500,000 ​ ​ — (Redemption) issuance of redeemable preferred stock ​ ​ ( 549,402 ) ​ ​ — Proceeds from issuance of shares under stock award plan, net of cash taxes paid ​ ​ 72 ​ ​ 499 Net cash provided by (used in) financing activities ​ ​ ( 286,141 ) ​ ​ ( 6,134 ) (Decrease) increase in cash, cash equivalents, restricted cash and restricted cash equivalents ​ ​ ( 195,263 ) ​ ​ 104,843 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 $ 9.0 million and $ 11.3 million, respectively) ​ $ 428,966 ​ $ 473,745 ​ ​ ​ ​ ​ ​ ​ Supplemental disclosure of cash flow information ​ ​ ​ ​ ​ ​ Equipment (primarily aircraft) additions financed with the issuance of debt ​ $ 44,724 ​ $ 20,491 Cash paid (received) during the period for: ​ ​ ​ ​ ​ ​ Interest ​ $ 228,885 ​ $ 170,557 Income taxes, net of refunds received ​ $ 38,757 ​ $ 119,582 ​ 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 June 30, 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 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 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 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 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. 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 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. 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 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. 7 Table of Contents 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 ​ June 30, ​ June 30, (in thousands, except share and per share amounts) 2026 ​ ​ ​ 2025 ​ ​ ​ 2026 ​ ​ ​ 2025 Net income (loss) $ ( 28,278 ) ​ ​ ​ $ 80,761 ​ ​ ​ $ 78,058 ​ ​ ​ $ 118,785 Undeclared dividends on redeemable preferred stock ​ ( 8,737 ) ​ ​ ( 40,986 ) ​ ​ ( 32,676 ) ​ ​ ( 80,490 ) Loss on redemption of redeemable preferred stock ​ ( 78,427 ) ​ ​ — ​ ​ ( 118,501 ) ​ ​ — Net income (loss) available to common stockholders ​ ( 115,442 ) ​ ​ 39,775 ​ ​ ( 73,119 ) ​ ​ 38,295 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Weighted-average common shares outstanding: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Basic 62,678,438 ​ 45,554,662 ​ 54,304,118 ​ 45,552,980 Dilutive impact of stock awards outstanding ​ — ​ ​ 3,042,388 ​ ​ — ​ ​ 2,863,817 Dilutive impact of warrants to purchase common stock outstanding — ​ 99,668,055 ​ — ​ 99,668,031 Diluted 62,678,438 ​ 148,265,105 ​ 54,304,118 ​ 148,084,828 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Net income (loss) available to common stockholders per share: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Basic $ ( 1.84 ) ​ $ 0.87 ​ $ ( 1.35 ) ​ $ 0.84 Diluted $ ( 1.84 ) ​ $ 0.27 ​ $ ( 1.35 ) ​ $ 0.26 ​ 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 June 30, 2026 and December 31, 2025. ​ ​ NOTE 4 – REVENUE RECOGNITION 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, ​ ​ ​ ​ 2026 ​ ​ ​ 2025 ​ ​ ​ 2026 ​ ​ ​ 2025 Medicare ​ $ 370,660 ​ $ 341,758 ​ $ 719,131 ​ $ 685,644 Medicaid ​ ​ 122,145 ​ ​ 107,975 ​ ​ 246,111 ​ ​ 223,730 Commercial insurance and managed care (excluding Medicare and Medicaid managed care) ​ ​ 781,842 ​ ​ 828,040 ​ ​ 1,606,258 ​ ​ 1,577,808 Other third-party payors ​ ​ 135,250 ​ ​ 91,648 ​ ​ 231,999 ​ ​ 178,856 Self-pay ​ ​ 26,012 ​ ​ 26,184 ​ ​ 49,336 ​ ​ 55,810 Net transport revenue ​ ​ 1,435,909 ​ ​ 1,395,605 ​ ​ 2,852,835 ​ ​ 2,721,848 Complementary Revenue ​ ​ 54,377 ​ ​ 46,406 ​ ​ 95,027 ​ ​ 87,570 Net revenue ​ $ 1,490,286 ​ $ 1,442,011 ​ $ 2,947,862 ​ $ 2,809,418 ​ 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. 8 Table of Contents ​ NOTE 5 – LEASE COMMITMENTS 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 June 30, ​ Six Months Ended June 30, ​ ​ ​ ​ 2026 ​ ​ ​ 2025 ​ ​ ​ 2026 ​ ​ ​ 2025 Operating lease cost ​ $ 20,461 ​ ​ ​ $ 19,515 ​ ​ ​ $ 40,619 ​ ​ ​ $ 38,841 Short-term lease cost ​ ​ 1,365 ​ ​ ​ ​ 1,152 ​ ​ ​ ​ 2,654 ​ ​ ​ ​ 2,245 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Finance lease cost: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Amortization of right-of-use assets ​ ​ 3,375 ​ ​ ​ ​ 3,855 ​ ​ ​ ​ 6,989 ​ ​ ​ ​ 7,946 Interest on lease liabilities ​ ​ 1,426 ​ ​ ​ ​ 1,297 ​ ​ ​ ​ 2,890 ​ ​ ​ ​ 2,642 Total finance lease cost ​ ​ 4,801 ​ ​ ​ ​ 5,152 ​ ​ ​ ​ 9,879 ​ ​ ​ ​ 10,588 Total lease costs ​ $ 26,627 ​ ​ ​ $ 25,819 ​ $ 53,152 ​ ​ ​ $ 51,674 ​ Supplemental cash flow information related to leases was as follows (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ Six Months Ended June 30, ​ ​ ​ ​ 2026 ​ ​ ​ 2025 Cash paid for amounts included in the measurement of lease liabilities: ​ ​ ​ ​ ​ ​ Operating cash flows for operating leases ​ $ 42,367 ​ $ 42,171 Operating cash flows for finance leases ​ $ 2,890 ​ $ 2,642 Finance cash flows for finance leases ​ $ 6,401 ​ $ 7,473 ​ ​ ​ ​ ​ ​ ​ Right-of-use assets obtained in exchange for lease obligations: ​ ​ ​ ​ ​ ​ Operating leases ​ $ 14,000 ​ $ 6,159 Finance leases ​ $ 7,313 ​ $ — ​ 9 Table of Contents Supplemental balance sheet information related to leases was as follows (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ June 30, 2026 ​ December 31, 2025 Operating Leases: ​ ​ ​ ​ ​ ​ Operating right-of-use assets ​ $ 216,206 ​ $ 203,258 ​ ​ ​ ​ ​ ​ ​ Current portion of operating lease obligations ​ $ 58,833 ​ $ 56,893 Operating lease obligations ​ ​ 182,105 ​ ​ 171,880 Total operating lease liabilities ​ $ 240,938 ​ $ 228,773 ​ ​ ​ ​ ​ ​ ​ Finance Leases: ​ ​ ​ ​ ​ ​ Finance right-of-use assets ​ $ 164,621 ​ $ 164,826 Accumulated amortization ​ ​ ( 80,382 ) ​ ​ ( 79,796 ) Finance right-of-use assets, net ​ $ 84,239 ​ $ 85,030 ​ ​ ​ ​ ​ ​ ​ Current portion of finance lease obligations ​ $ 20,839 ​ $ 21,824 Finance lease obligations ​ ​ 75,578 ​ ​ 74,943 Total finance lease liabilities ​ $ 96,417 ​ $ 96,767 ​ ​ ​ ​ ​ ​ ​ Weighted Average Remaining Lease Term (in years): ​ ​ ​ ​ ​ ​ Operating leases ​ ​ 5.73 ​ ​ 5.82 Finance leases ​ ​ 7.42 ​ ​ 7.21 ​ ​ ​ ​ ​ ​ ​ Weighted Average Discount Rate: ​ ​ ​ ​ ​ ​ Operating leases ​ ​ 7.27 % ​ ​ 7.68 % Finance leases ​ ​ 5.87 % ​ ​ 5.94 % ​ 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 Year Ending December 31, ​ ​ ​ Operating Leases ​ ​ ​ Finance Leases ​ ​ ​ Total 2026 ​ $ 39,836 ​ $ 16,817 ​ $ 56,653 2027 ​ 62,936 ​ ​ 18,706 ​ 81,642 2028 ​ 49,577 ​ ​ 22,374 ​ 71,951 2029 ​ 41,142 ​ ​ 12,446 ​ 53,588 2030 ​ 29,955 ​ ​ 14,968 ​ 44,923 Thereafter ​ 72,152 ​ ​ 35,717 ​ 107,869 Total lease payments ​ $ 295,598 ​ $ 121,028 ​ $ 416,626 Less: Amount representing interest ​ ( 54,660 ) ​ ​ ( 24,611 ) ​ ( 79,271 ) Total ​ 240,938 ​ 96,417 ​ 337,355 Less: Current lease obligation payments ​ ( 58,833 ) ​ ( 20,839 ) ​ ( 79,672 ) Total long-term lease obligations ​ $ 182,105 ​ $ 75,578 ​ $ 257,683 ​ ​ 10 Table of Contents 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 ​ ​ 3.8 Customer relationships ​ ​ 10 - 20 years ​ ​ 11.6 Trade names ​ ​ 10 years ​ ​ 1.5 Non-compete and other ​ ​ 10 - 15 years ​ ​ 2.4 ​ Intangible assets consisted of the following at June 30, 2026 and December 31, 2025 (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ June 30, 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 ​ $ ( 633,222 ) ​ $ 586,838 ​ $ 1,220,060 ​ $ ( 604,508 ) ​ $ 615,552 Membership lists ​ ​ 92,000 ​ ​ ( 68,540 ) ​ ​ 23,460 ​ ​ 92,000 ​ ​ ( 65,473 ) ​ ​ 26,527 Trade names ​ ​ 73,318 ​ ​ ( 71,801 ) ​ ​ 1,517 ​ ​ 73,318 ​ ​ ( 71,302 ) ​ ​ 2,016 Non-compete and other ​ ​ 7,197 ​ ​ ( 6,998 ) ​ ​ 199 ​ ​ 7,197 ​ ​ ( 6,955 ) ​ ​ 242 Total amortizing intangible assets ​ ​ 1,392,575 ​ ​ ( 780,561 ) ​ ​ 612,014 ​ ​ 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 ​ $ ( 780,561 ) ​ $ 1,171,914 ​ $ 1,952,475 ​ $ ( 748,238 ) ​ $ 1,204,237 ​ 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 June 30, 2026 and December 31, 2025 (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ June 30, ​ December 31, ​ ​ ​ ​ 2026 ​ ​ ​ 2025 Insurance reserves ​ $ 133,303 ​ $ 112,606 Deferred membership revenue ​ ​ 54,029 ​ ​ 52,141 Quality assurance fee programs ​ ​ 46,691 ​ ​ 22,484 Accrued aircraft engines and parts ​ ​ 19,149 ​ ​ 12,970 Patient refunds ​ ​ 18,657 ​ ​ 22,880 Accrued legal fees and settlements ​ ​ 8,406 ​ ​ 6,379 Other ​ ​ 128,507 ​ ​ 133,700 Total other accrued liabilities ​ $ 408,742 ​ $ 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 $ 42.9 million and $ 41.1 million as of June 30, 2026 and December 31, 2025, 11 Table of Contents 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 23.7 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. 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 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. ​ 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. ​ 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. ​ 12 Table of Contents NOTE 10 – 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. ​ 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 16.2 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. 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. ​ 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. ​ ​ ​ 13 Table of Contents NOTE 11 – LONG-TERM DEBT Long-term debt consisted of the following as of June 30, 2026 and December 31, 2025 (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Rate Terms ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ as of ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ June 30, ​ Maturity ​ June 30, ​ December 31, ​ ​ ​ ​ Type ​ ​ ​ 2026 ​ ​ ​ Date ​ ​ ​ 2026 ​ ​ ​ 2025 Senior secured term loans ( 6.89 % and 7.38 % as of June 30, 2026 and December 31, 2025, respectively) ​ Variable ​ SOFR + 3.25 % ​ October 1, 2032 ​ $ 2,912,000 ​ $ 3,600,000 Senior secured notes ( 7.38 % as of June 30, 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 ​ ​ 559,296 ​ ​ 503,886 Total ​ ​ ​ ​ ​ ​ ​ $ 4,471,296 ​ $ 5,103,886 Less current portion of long-term debt ​ ​ ​ ​ ​ ​ ​ ​ ( 151,231 ) ​ ​ ( 147,140 ) Less unamortized deferred financing costs and debt discount ​ ​ ​ ​ ​ ​ ​ ​ ( 53,688 ) ​ ​ ( 57,977 ) Long-term debt ​ ​ ​ ​ ​ ​ ​ $ 4,266,377 ​ $ 4,898,769 ​ 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 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. 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 14 Table of Contents 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 June 30, 2026 and December 31, 2025 (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ June 30, 2026 Description ​ ​ ​ Level 1 ​ ​ ​ Level 2 ​ ​ ​ Level 3 ​ ​ ​ Total Assets: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Available-for-sale securities ​ $ 56,270 ​ $ — ​ $ — ​ $ 56,270 Marketable equity securities ​ ​ 13,287 ​ ​ — ​ ​ — ​ ​ 13,287 Interest rate swap ​ ​ — ​ ​ 15,001 ​ ​ — ​ ​ 15,001 Liabilities: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Contingent consideration ​ — ​ ​ — ​ ​ 2,835 ​ ​ 2,835 Cash-settled performance stock unit liability ​ ​ — ​ ​ — ​ ​ 50,000 ​ ​ 50,000 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 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 six months ended June 30, 2026, and is primarily related to contingent consideration associated with a prior acquisition. 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 15 Table of Contents 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 June 30, 2026 and December 31, 2025 (in thousands): ​ ​ ​ ​ ​ ​ ​ June 30, 2026 ​ ​ ​ December 31, 2025 Available-for-sale securities: ​ ​ ​ U.S. Treasuries $ 9,226 ​ $ 2,778 Corporate and municipal bonds ​ 47,044 ​ ​ 43,769 Preferred or fixed rate cap securities — ​ 4,903 Total available-for-sale securities 56,270 ​ 51,450 Marketable equity securities ​ 13,287 ​ ​ 14,213 Cash deposits and other 7,198 ​ 12,945 Insurance Collateral $ 76,755 ​ $ 78,608 ​ 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 ​ Cost Basis ​ ​ ​ Gross Unrealized Gains ​ ​ ​ Gross Unrealized Losses ​ ​ ​ Fair Value Description: ​ ​ ​ ​ ​ ​ ​ ​ U.S. Treasuries $ 9,280 ​ $ — ​ $ ( 54 ) ​ $ 9,226 Corporate and municipal bonds ​ 46,858 ​ ​ 586 ​ ​ ( 400 ) ​ ​ 47,044 Total available-for-sale securities ​ 56,138 ​ ​ 586 ​ ​ ( 454 ) ​ ​ 56,270 Marketable equity securities ​ 11,645 ​ ​ 1,899 ​ ​ ( 257 ) ​ ​ 13,287 Total securities $ 67,783 ​ $ 2,485 ​ $ ( 711 ) ​ $ 69,557 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 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 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. 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 16 Table of Contents 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 June 30, 2026 and December 31, 2025. 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. Debt 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. 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 13 – 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 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. 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 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. 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 $ 10.0 17 Table of Contents million as of June 30, 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 $ 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 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 June 30, 2026 and 2025 (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For the Three Months Ended ​ ​ ​ For the Three 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 ​ $ 837 ​ $ ( 186 ) ​ $ 651 ​ $ 371 ​ $ ( 82 ) ​ $ 289 Other comprehensive income (loss) ​ $ 837 ​ $ ( 186 ) ​ $ 651 ​ $ 371 ​ $ ( 82 ) ​ $ 289 ​ 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 ​ ​ ​ 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 ​ $ 313 ​ $ ( 70 ) ​ $ 243 ​ $ 839 ​ $ ( 186 ) ​ $ 653 Other comprehensive income (loss) ​ $ 313 ​ $ ( 70 ) ​ $ 243 ​ $ 839 ​ $ ( 186 ) ​ $ 653 ​ 18 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 Other comprehensive income (loss) before reclassification ​ ​ ( 1,130 ) ​ ​ — ​ ​ ( 1,130 ) Amounts reclassified from accumulated other comprehensive income (loss) ​ ​ 1,419 ​ ​ — ​ ​ 1,419 Balance at June 30, 2025 ​ $ ( 546 ) ​ $ 6,150 ​ $ 5,604 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 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 Other comprehensive income (loss) before reclassification ​ ​ 521 ​ ​ — ​ ​ 521 Amounts reclassified from accumulated other comprehensive income (loss) ​ ​ 130 ​ ​ — ​ ​ 130 Balance at June 30, 2026 ​ $ 114 ​ $ 7,308 ​ $ 7,422 ​ ​ 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 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 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 (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 19 Table of Contents 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 June 30, 2026 and December 31, 2025 (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ June 30, 2026 ​ December 31, 2025 ​ ​ Other Accrued ​ Insurance ​ Total ​ Other Accrued ​ Insurance ​ Total ​ ​ ​ ​ Liabilities ​ ​ ​ Reserves ​ ​ ​ Liability ​ ​ ​ Liabilities ​ ​ ​ Reserves ​ ​ ​ Liability Automobile ​ $ 53,066 ​ ​ ​ $ 104,788 ​ ​ ​ $ 157,854 ​ $ 36,122 ​ $ 79,196 ​ $ 115,318 Workers' compensation ​ ​ 41,656 ​ ​ ​ ​ 106,962 ​ ​ ​ ​ 148,618 ​ ​ 39,111 ​ ​ 99,205 ​ ​ 138,316 General/ Professional Liability ​ ​ 38,581 ​ ​ ​ ​ 121,089 ​ ​ ​ ​ 159,670 ​ ​ 37,373 ​ ​ 133,668 ​ ​ 171,041 ​ ​ $ 133,303 ​ ​ ​ $ 332,839 ​ $ 466,142 ​ $ 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 June 30, 2026 and December 31, 2025 were as follows (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ June 30, ​ December 31, ​ ​ ​ ​ 2026 ​ ​ ​ 2025 Balance, beginning of period ​ $ 424,675 ​ $ 347,805 Expense for current period reserves ​ ​ 7,736 ​ ​ 29,540 Unfavorable (favorable) changes to prior reserves ​ ​ 15,595 ​ ​ 31,528 Change in losses covered by commercial insurance programs ​ ​ 37,017 ​ ​ 44,236 Payments for claims ​ ​ ( 18,881 ) ​ ​ ( 28,434 ) Balance, end of period ​ $ 466,142 ​ $ 424,675 ​ ​ NOTE 17 – 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. 20 Table of Contents NOTE 18 – 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 $ 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 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. ​ NOTE 19 – INCOME TAXES ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Three Months Ended ​ ​ ​ Six Months Ended ​ June 30, ​ June 30, (in thousands, except percentages) 2026 ​ ​ ​ 2025 ​ ​ ​ 2026 ​ ​ ​ 2025 Income tax (benefit) expense $ 8,980 ​ $ 41,533 ​ $ 45,175 ​ $ 70,900 Effective tax rate ​ 46.5 % ​ ​ 34.0 % ​ ​ 36.7 % ​ ​ 37.4 % ​ 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 21 Table of Contents 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. 22 Table of Contents ​ NOTE 21 – 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. ​ ​ ​ ​ ​ 23 Table of Contents