GMR Solutions Inc.

Previous wording

On May 14, 2026, we completed our initial public offering (“IPO”), in which we issued and sold 31,914,893 shares of our 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 commissions of $23.9 million. See Note 20 of our unaudited condensed consolidated financial statements included in Part I, Item 1 of this Form 10-Q.

Current wording

On May 14, 2026, we completed our initial public offering (“IPO”), in which we issued and sold 31,914,893 shares of our 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 $446.8 million for the Class A common stock, after deducting underwriting discounts and commissions, and other offering-related expenses of $31.9 million. See Note 9 of our unaudited condensed consolidated financial statements included in Part I, Item 1 of this Form 10-Q.

Previous wording

Our operations depend upon third-party reimbursement programs, including government-sponsored and private insurance programs, to pay for most of the services rendered to patients. For the three months ended March 31, 2026 and 2025, we derived approximately 57% and 56%, of our net transport revenue, respectively, from commercial insurance and managed care, 34% and 35%, respectively, from government-sponsored healthcare programs, primarily Medicare and Medicaid, and 2% and 2%, respectively, from self-pay patients.

Current wording

Our operations depend upon third-party reimbursement programs, including government-sponsored and private insurance programs, to pay for most of the services rendered to patients. For the three months ended June 30, 2026 and 2025, we derived approximately 54% and 59% of our net transport revenue, respectively, from commercial insurance and managed care, 35% and 32%, respectively, from government-sponsored healthcare programs, primarily Medicare and Medicaid, and 2% and 2%, respectively, from self-pay patients. For the six months ended June 30, 2026 and 2025, we derived approximately 56% and 58% of our net transport revenue, respectively, from commercial insurance and managed care, 34% and 33%, respectively, from government-sponsored healthcare programs, primarily Medicare and Medicaid, and 2% and 2%, respectively, from self-pay patients.

Previous wording

Since the implementation of the No Surprises Act in 2022, we have won approximately 90% of IDR rulings, highlighting the defensibility of our commercial air reimbursement. Our experience with the IDR process to date has contributed to greater predictability in air reimbursement and has informed our approach to strategically enter into in-network contracts that holistically reflect the value of our services and optimize reimbursement. The federal No Surprises Act is limited in scope to air emergency services, however certain state governments have enacted or may pass future legislation that affects both our air and ground emergency ambulance services. See “Business - Healthcare Regulation” and “Risk Factors — Risks Related to Our Business” in the IPO Prospectus for more information.

Current wording

Since the implementation of the No Surprises Act in 2022, we have won more than 90% of IDR rulings, highlighting the defensibility of our commercial air reimbursement. Our experience with the IDR process to date has contributed to greater predictability in air reimbursement and has informed our approach to strategically enter into in-network contracts that holistically reflect the value of our services and optimize reimbursement. The federal No Surprises Act is limited in scope to air emergency services, however certain state governments have enacted or may pass future legislation that affects both our air and ground emergency ambulance services. See “Business - Healthcare Regulation” and “Risk Factors — Risks Related to Our Business” in the IPO Prospectus for more information.

Previous wording

Weather conditions impact our overall patient air emergency transport volume. For example, air medical helicopters operating under visual flight rules, and in many cases, those operating under Instrument Flight Rules, cannot complete a patient transport request during periods of inclement weather. In addition, inclement weather typically reduces human activity levels (such as driving, recreational activities and farming) that are associated with requests for medical services. For the three months ended March 31, 2026 and 2025, patient air transport requests cancelled due to poor weather conditions were 17.1%, and 17.9% of total patient air transport requests, respectively. In certain instances of inclement weather, our integrated operations may allow us to shift our air clinical crews to our ground ambulance fleet to continue to meet patients’ needs. Historically, we have observed higher air services demand in the summer months and higher ground services demand during the winter flu season, which contributes to the seasonality of our operations.

Current wording

Weather conditions impact our overall patient air emergency transport volume. For example, air medical helicopters operating under visual flight rules, and in many cases, those operating under Instrument Flight Rules, cannot complete a patient transport request during periods of inclement weather. In addition, inclement weather typically reduces human activity levels (such as driving, recreational activities and farming) that are associated with requests for medical services. For the three months ended June 30, 2026 and 2025, patient air transport requests cancelled due to poor weather conditions were 15.5% and 18.5% of total patient air transport requests, respectively. For the six months ended June 30, 2026 and 2025, patient air transport requests cancelled due to poor weather conditions were 16.3% and 18.2% of total patient air transport requests, respectively. In certain instances of inclement weather, our integrated operations may allow us to shift our air clinical crews to our ground ambulance fleet to continue to meet patients’ needs. Historically, we have observed

Previous wording

Our complementary revenue is subject to variations over time depending on a number of factors, including but not limited to, the timing of events and other emergency response services, the number of natural disasters we respond to, and

Current wording

Our complementary revenue is subject to variations over time depending on a number of factors, including but not limited to, the timing of events and other emergency response services, the number of natural disasters we respond to, and any pandemic-related or other one-time services we provide. Pandemic-related services were last provided in the first quarter of 2022.

Previous wording

Emergent Air Transport Requests: We calculate the number of emergent air transport requests as the volume of requests we receive for emergent air transports within a given period, excluding non-emergent air transport requests. Not all transport requests result in a patient transport due to factors such as weather and other uncontrollable cancellations, in addition to staffing availability, maintenance and other controllable cancellations. 37.4% and 37.8% of cancellations of emergent air requests were attributable to weather and other uncontrollable factors for the three months ended March 31, 2026 and 2025, respectively. 17.5% and 17.9% of cancellations of emergent air requests were attributable to staffing availability, maintenance and other controllable factors for the three months ended March 31, 2026 and 2025, respectively.

Current wording

Emergent Air Transport Requests: We calculate the number of emergent air transport requests as the volume of requests we receive for emergent air transports within a given period, excluding non-emergent air transport requests. Not all transport requests result in a patient transport due to factors such as weather and other uncontrollable cancellations, in addition to staffing availability, maintenance and other controllable cancellations. 36.4% and 39.0% of cancellations of emergent air requests were attributable to weather and other uncontrollable factors for the three months ended June 30, 2026 and 2025, respectively. 19.2% and 17.5% of cancellations of emergent air requests were attributable to staffing availability, maintenance and other controllable factors for the three months ended June 30, 2026 and 2025, respectively. 36.8% and 38.4% of cancellations of emergent air requests were attributable to weather and other uncontrollable factors for the six months ended June 30, 2026 and 2025, respectively. 18.4% and 17.7% of cancellations of emergent air requests were attributable to staffing availability, maintenance and other controllable factors for the six months ended June 30, 2026 and 2025, respectively.

Previous wording

*Employee wages, benefits and taxes.*Employee wages, benefits and taxes expense increased $35.2 million, or 4.8% to $770.0 million for the three months ended March 31, 2026, compared to $734.8 million for the same prior year period. The increase period-over-period was primarily driven by merit and other wage adjustments to attract and retain staff of $22.0 million and increased health insurance expense of $8.8 million, driven by premium costs and claims volume year-over-year.

Current wording

*Employee wages, benefits and taxes.*Employee wages, benefits and taxes expense increased $181.9 million, or 24.5%, to $924.5 million for the three months ended June 30, 2026, compared to $742.6 million for the same prior year period. The increase period-over-period was primarily driven by increased stock award expense of $129.6 million driven by the vesting of restricted stock units and non-cash settled performance stock units triggered upon the consummation of the IPO on May 14, 2026 and achievement of certain performance targets on such date, as applicable. Additionally, during the three months ended June 30, 2026, there were merit and other wage adjustments to attract and retain staff of approximately $26.0 million and increased health insurance expense of $11.2 million, driven by premium costs and claims volume year-over-year.

Previous wording

*Maintenance, fuel and other direct expenses.*Maintenance, fuel and other direct expenses increased $6.8 million, or 6.1%, to $118.6 million for the three months ended March 31, 2026, compared to $111.8 million for the same prior year period. The increase was primarily driven by increased fuel unit costs period-over-period of $2.6 million and by increased cost related to medical supplies of $1.6 million.

Current wording

*Maintenance, fuel and other direct expenses.*Maintenance, fuel and other direct expenses increased $23.8 million, or 21.1%, to $136.4 million for the three months ended June 30, 2026, compared to $112.6 million for the same prior year period. The increase was primarily driven by increased fuel unit and volume costs period-over-period of $10.1 million and $1.6 million, respectively, and increased aircraft maintenance expense of $9.2 million primarily related to timing of scheduled maintenance events.

Previous wording

*Depreciation and amortization.*Depreciation and amortization expenses increased $0.3 million, or 0.3%, to $75.4 million for the three months ended March 31, 2026, compared to $75.1 million for the same prior year period. Depreciation expense of property and equipment increased $4.3 million, or 8.4%, to $55.6 million for the three months ended March 31, 2026, compared to $51.3 million for the same prior year period. Depreciation and amortization of finance right-of-use assets decreased $0.5 million, or 12.2%, to $3.6 million for the three months ended March 31, 2026, compared to $4.1 million for the same prior year period. Amortization expense decreased $3.5 million, or 17.8%, to $16.2 million for the three months ended March 31, 2026, compared to $19.7 million for the same prior year period, driven by acceleration of amortization related to a prior period acquisition no longer in operation.

Current wording

*Depreciation and amortization.*Depreciation and amortization expenses increased $4.5 million, or 6.1%, to $77.0 million for the three months ended June 30, 2026, compared to $72.5 million for the same prior year period. Depreciation expense of property and equipment increased $5.6 million, or 10.8%, to $57.4 million for the three months ended June 30, 2026, compared to $51.8 million for the same prior year period. Depreciation and amortization of finance right-of-use assets decreased $0.5 million, or 12.8%, to $3.4 million for the three months ended June 30, 2026, compared to $3.9 million for the same prior year period. Amortization expense decreased $0.6 million, or 3.6%, to $16.2 million for the three months ended June 30, 2026, compared to $16.8 million for the same prior year period, driven by acceleration of amortization related to a prior period acquisition no longer in operation.

Previous wording

*Other (income) loss, net.*Other (income) loss, net increased $5.4 million, or 588.1%, to income of $6.3 million for the three months ended March 31, 2026, compared to income of $0.9 million for the same prior year period. The increase was primarily driven by a $6.9 million gain on the sale of a cost investment during the three months ended March 31, 2026.

Current wording

*Other (income) loss, net.*Other (income) loss, net increased $10.9 million, or 104.1%, to income of $0.4 million for the three months ended June 30, 2026, compared to a loss of $10.5 million for the same prior year period. There was a loss on divestiture of businesses of $5.3 million for the three months ended June 30, 2025, mainly driven by the net working capital finalization for the divestiture of our fire services business. Additionally, there was a loss on a strategic cost investment of $6.2 million for the three months ended June 30, 2025.

Previous wording

effective tax rate was 25.4% for the three months ended March 31, 2026, compared to an effective tax rate of 43.6% for the same prior year period. The difference in our effective tax rate is primarily driven by the amount of 2026 net income before income taxes and a current year benefit related to a decrease in the valuation allowance.

Current wording

Income Tax (benefit) expense. Income tax expense decreased $32.6 million, or 78.4%, to an expense of $9.0 million for the three months ended June 30, 2026, compared to an expense of $41.5 million for the same prior year period. Our effective tax rate was 46.5% for the three months ended June 30, 2026, compared to an effective tax rate of 34.0% for the same prior year period. The difference in our effective tax rate was primarily driven by the amount of 2026 net income before income taxes, current year non-deductible executive compensation, and a current year benefit related to a decrease in the valuation allowance.

Previous wording

We reported net income of $106.3 million for the three months ended March 31, 2026, compared to net income of $38.0 million for the same prior year period. Operating income for the three months ended March 31, 2026 was $218.9 million, an increase of $41.0 million, or 23.1%, over the same prior year period. The year-over-year increase in net income and operating income was primarily due to $90.2 million of increased net revenues, partially offset by increased operating expenses associated with employee wages, benefits and taxes of $35.2 million, and certain other operating expenses.

Current wording

We reported net loss of $28.3 million for the three months ended June 30, 2026, compared to net income of $80.8 million for the same prior year period. Operating income for the three months ended June 30, 2026 was $56.7 million, a decrease of $184.3 million, or 76.5%, over the same prior year period. The year-over-year decrease in net income and operating income was primarily due to increased operating expenses primarily associated with employee wages, benefits and taxes of $181.9 million, and certain other operating expenses, partially offset by $48.3 million of increased net revenues.

Previous wording

Insurance expense. Insurance expense increased $9.3 million, or 27.7%, to $43.0 million for the three months ended March 31, 2026, compared to $33.7 million for the same prior year period, primarily driven by increased professional liability related claims and third-party premium expenses.

Current wording

Insurance expense. Insurance expense increased $8.9 million, or 10.5%, to $93.9 million for the six months ended June 30, 2026, compared to $85.0 million for the same prior year period, primarily driven by increased professional liability related claims and third-party premium expenses.

Previous wording

Other operating expenses. Other operating expenses increased $12.3 million, or 5.7%, to $228.1 million for the three months ended March 31, 2026, compared to $215.8 million for the same prior year period. Other operating expenses primarily consist of outside services expense and general and administrative expense. Outside services expense increased $1.3 million, or 3.1%, to $43.4 million for the three months ended March 31, 2026, compared to $42.1 million for the same prior year period. General and administrative expense increased $11.0 million, or 6.3%, to $184.7 million for the three months ended March 31, 2026, compared to $173.7 million for the same prior year period, primarily driven by increased systems integration and enhancement expenses of $3.4 million, software licensing and development of $2.5 million and freight of $1.2 million.

Current wording

Other operating expenses. Other operating expenses increased $23.3 million, or 5.3%, to $460.0 million for the six months ended June 30, 2026, compared to $436.7 million for the same prior year period. Other operating expenses primarily consist of outside services expense and general and administrative expense. Outside services expense increased $1.2 million, or 1.4%, to $85.8 million for the six months ended June 30, 2026, compared to $84.6 million for the same prior year period. General and administrative expense increased $22.1 million, or 6.3%, to $374.2 million for the six months ended June 30, 2026, compared to $352.1 million for the same prior year period, primarily driven by increased systems integration and enhancement expenses of $5.4 million, software licensing and development of $5.1 million, travel expenses of $4.3 million, and freight of $2.0 million.

Previous wording

Impairment of assets held for sale and other investments. There was no impairment of assets held for sale or strategic cost investments for the three months ended March 31, 2026. For the three months ended March 31, 2025, impairment charges of $14.1 million were recorded related to a strategic cost investment.

Current wording

Impairment of assets held for sale and other investments. There was no impairment of assets held for sale or strategic cost investments for the six months ended June 30, 2026. For the six months ended June 30, 2025, impairment charges of $14.1 million were recorded related to a strategic cost investment.

Previous wording

*Acquisition, integration and other charges.*Acquisition, integration and other charges decreased $0.7 million, or 16.0%, to $3.6 million for the three months ended March 31, 2026, compared to $4.3 million for the same prior year period. The period-over-period decrease was driven by reduced fees associated with previously divested business units.

Current wording

*Acquisition, integration and other charges.*Acquisition, integration and other charges increased $11.2 million, or 208.8%, to $16.5 million for the six months ended June 30, 2026, compared to $5.4 million for the same prior year period. The period-over-period increase was driven by fees associated with the IPO on May 14, 2026.

Previous wording

*Interest expense, net.*Interest expense, net decreased $30.5 million, or 26.8%, to $83.2 million for the three months ended March 31, 2026, compared to $113.7 million for the same prior year period. The decrease was driven by lower interest rates achieved in conjunction with 2025 debt refinancing transaction, in addition to mark-to-market changes on our interest rate swap agreements.

Current wording

*Interest expense, net.*Interest expense, net decreased $62.2 million, or 28.0%, to $160.0 million for the six months ended June 30, 2026, compared to $222.2 million for the same prior year period. The decrease was driven by lower interest rates achieved in conjunction with 2025 debt refinancing transaction, the $670.0 million paydown of term loans outstanding during the six months ended June 30, 2026, in addition to mark-to-market changes on our interest rate swap agreements.

Previous wording

Adjusted EBITDA is an analytical indicator used by management and the healthcare industry to evaluate company performance, allocate resources and measure leverage. Adjusted EBITDA should not be considered in isolation or as an alternative to net income (loss), cash flows from operations, investing or financing activities, or other financial statement data presented in the unaudited condensed consolidated financial statements as indicators of financial performance. Because Adjusted EBITDA is not a measure determined in accordance with GAAP and is thus susceptible to varying calculations, Adjusted EBITDA as presented may not be comparable to other similarly titled measures of other companies and may not be comparable to similarly titled measures used in debt compliance calculations. Net income (loss) is the financial measure calculated and presented in accordance with GAAP that is most comparable to Adjusted EBITDA, as defined.

Current wording

Adjusted EBITDA is an analytical indicator used by management and the healthcare industry to evaluate company performance and allocate resources. Adjusted EBITDA should not be considered in isolation or as an alternative to net income (loss), cash flows from operations, investing or financing activities, or other financial statement data presented in the unaudited condensed consolidated financial statements as indicators of financial performance. Because Adjusted EBITDA is not a measure determined in accordance with GAAP and is thus susceptible to varying calculations, Adjusted

Previous wording

As of March 31, 2026, we had cash and cash equivalents totaling $426.1 million. As of March 31, 2026, the maximum amount available under the A&R ABL Facility (as defined below) was $800.0 million, with $108.4 million of letters of credit outstanding, which impact the available credit under the A&R ABL Facility and a maximum amount available to draw under the A&R ABL Facility of $691.6 million. These letters of credit primarily secure the obligations of AMR’s operations and the Company’s captive insurance program. As of March 31, 2026, we had $372.5 million purchase commitments for aircraft, of which $175.7 million were scheduled to be payable during the year ending December 31, 2026.

Current wording

As of June 30, 2026, we had cash and cash equivalents totaling $420.0 million. As of June 30, 2026, the maximum amount available under the A&R ABL Facility (as defined below) was $800.0 million, with $103.7 million of letters of credit outstanding, which impact the available credit under the A&R ABL Facility and a maximum amount available to draw under the A&R ABL Facility of $696.3 million. These letters of credit primarily secure the obligations of AMR’s operations and the Company’s captive insurance program. As of June 30, 2026, we had $348.0 million of purchase commitments for aircraft, of which $147.9 million were scheduled to be payable during the year ending December 31, 2026.

Previous wording

Borrowings of 2032 First Lien Term Loans under the A&R First Lien Credit Agreement bear interest at a rate per annum equal to, at GMR, Inc.’s option, (a) the forward-looking term SOFR rate published by CME Group Benchmark Administration Limited for the interest period relevant to such borrowing (“Term SOFR”) plus an additional margin equal to 3.50% or (b) a base rate (the “Base Rate”) determined by reference to the highest of (1) the prime lending rate, (2) the federal funds effective rate plus 0.50% and (3) Term SOFR for a one-month interest period plus 1.00%, in each case, plus

Current wording

Borrowings of 2032 First Lien Term Loans under the A&R First Lien Credit Agreement bear interest at a rate per annum equal to, at GMR, Inc.’s option, (a) the forward-looking term SOFR rate published by CME Group Benchmark Administration Limited for the interest period relevant to such borrowing (“Term SOFR”) plus an additional margin equal to 3.50% or (b) a base rate (the “Base Rate”) determined by reference to the highest of (1) the prime lending rate, (2) the federal funds effective rate plus 0.50% and (3) Term SOFR for a one-month interest period plus 1.00%, in each case, plus an additional margin equal to 2.50%, in each case of clauses (a) and (b) above, subject to a 0.25% reduction following achievement of a public corporate family rating by Moody’s equal to or higher than B1. 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.

Previous wording

Interest payments under the 2032 First Lien Term Loan are due (i) for loans bearing interest determined by reference to Term SOFR, on the last day of the applicable interest period and, in the case of an interest period in excess of three months, on each date occurring at three-month intervals after the first day of such interest period and (ii) for loans bearing interest based on the Base Rate, quarterly. Additionally, a payment of a principal amount of 2032 First Lien Term Loan equal to the aggregate outstanding principal amount of the initial borrowing multiplied by 0.25% is required quarterly, commencing March 31, 2026.

Current wording

Interest payments under the 2032 First Lien Term Loan are due (i) for loans bearing interest determined by reference to Term SOFR, on the last day of the applicable interest period and, in the case of an interest period in excess of three months, on each date occurring at three-month intervals after the first day of such interest period and (ii) for loans bearing interest based on the Base Rate, quarterly. Additionally, a payment of a principal amount of 2032 First Lien Term Loan

Previous wording

*Operating activities.*Cash provided by operating activities decreased $60.6 million to $128.7 million for the three months ended March 31, 2026, compared to $189.3 million for the same prior year period. The decrease in operating cash

Current wording

*Operating activities.*Cash provided by operating activities decreased $1.4 million to $217.3 million for the six months ended June 30, 2026, compared to $218.7 million for the same prior year period.

Previous wording

*Investing activities.*Cash used in investing activities increased $3.1 million to $51.5 million for the three months ended March 31, 2026, compared to $48.4 million for the same prior year period. The increase was primarily driven by increased purchases of property and equipment during the three months ended March 31, 2026 and proceeds from divestitures received in the prior year, partially offset by the sale of a cost investment during 2026.

Current wording

*Investing activities.*Cash used in investing activities increased $18.7 million to $126.4 million for the six months ended June 30, 2026, compared to $107.7 million for the same prior year period. The increase was primarily driven by increased purchases of property and equipment during the six months ended June 30, 2026, partially offset by the sale of a cost investment during 2026.

Previous wording

Financing activities. Cash used in financing activities increased $235.7 million to $264.8 million for the three months ended March 31, 2026, compared to $29.1 million for the same prior year period. The increase was primarily driven by the redemption of Series B Preferred Stock of $250.0 million during 2026.

Current wording

Financing activities. Cash used in financing activities increased $280.0 million to $286.1 million for the six months ended June 30, 2026, compared to $6.1 million for the same prior year period. The increase was primarily driven by the

Previous wording

Following the IPO, we expect 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) that arose prior to or in connection with the IPO, which tax benefits are expected to reduce our future tax payments.

Current wording

Following the IPO, we expect 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) that arose prior to or in connection with the IPO, which tax benefits are expected to reduce our future tax payments.

Previous wording

In connection with the IPO, we entered into a Tax Receivable Agreement with 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 our 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 our subsidiaries’ utilization of the Pre-IPO Tax Benefits. Under the terms of the Tax Receivable Agreement, the TRA parties’ entitlements to payments will take into account their holdings of warrants. In addition, if any members of management holding outstanding equity awards that had the opportunity to elect to participate in the Tax Receivable Agreement in connection with the IPO (each, a “Management TRA party”) elects to participate, he or she will receive up to their allocated share of 6% of any such payments to the extent made pursuant to the Tax Receivable Agreement. To the extent a member of management elects not to participate, such member’s allocation will be reallocated to all Management TRA parties. Each of our Named Executive Officers (as defined in the IPO Prospectus) is eligible to participate in the Tax Receivable Agreement as a Management TRA party and each of our Named Executive Officers, other than Nick Loporcaro, is eligible to participate in the Tax Receivable Agreement as a pre-IPO holder of our common stock. As disclosed in the IPO Prospectus, the estimated portion of payments under the Tax Receivable Agreement that each Named Executive Officer would be entitled to receive, assuming that all eligible TRA parties elect to participate in the Tax Receivable Agreement, are as follows: for Nick Loporcaro, 0.35%, representing approximately $1.64 million and $1.82 million of the expected future payments under the Tax Receivable Agreement; for Brian Tierney, 0.21%, representing approximately $1.01 million and $1.12 million of the expected future payments under the Tax Receivable Agreement; for Edward Van Horne, 0.23%, representing approximately $1.09 million and $1.21 million of the expected future payments under the Tax Receivable Agreement; for Thomas Cook, 0.27%, representing approximately $1.29 million and $1.43 million of the expected future payments under the Tax Receivable Agreement; and

Current wording

In connection with the IPO, we entered into a Tax Receivable Agreement with 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 our 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 our subsidiaries’ utilization of the Pre-IPO Tax Benefits. Under the terms of the Tax Receivable Agreement, the TRA parties’ entitlements to payments will take into account their holdings of warrants. In addition, if any members of management holding outstanding equity awards that had the opportunity to elect to participate in the Tax Receivable Agreement in connection with the IPO (each, a “Management TRA party”) elects to participate, he or she will receive up to their allocated share of 6% of any such payments to the extent made pursuant to the Tax Receivable Agreement. To the extent a member of management elects not to participate, such member’s allocation will be reallocated to all Management TRA parties. Each of our Named Executive Officers (as defined in the IPO Prospectus) is eligible to participate in the Tax Receivable Agreement as a Management TRA party and each of our Named Executive Officers, other than Nick Loporcaro, is eligible to participate in the Tax Receivable Agreement as a pre-IPO holder of our common stock. As disclosed in the IPO Prospectus, the estimated portion of payments under the Tax Receivable Agreement that each Named Executive Officer would be entitled to receive, assuming that all eligible TRA parties elect to participate in the Tax Receivable Agreement, are as follows: for Nick Loporcaro, 0.35%, representing approximately $1.64 million and $1.82 million of the expected future payments under the Tax Receivable Agreement; for Brian Tierney, 0.21%, representing approximately $1.01 million and $1.12 million of the expected future payments under the Tax Receivable Agreement; for Edward Van Horne, 0.23%, representing approximately $1.09 million and $1.21 million of the expected future payments under the Tax Receivable Agreement; for Thomas Cook, 0.27%, representing approximately $1.29 million and $1.43 million of the expected future payments under the Tax Receivable Agreement; and for Lisa Jacoba, 0.16%, representing approximately $0.77 million and $0.85 million of the expected future payments under the Tax Receivable Agreement. The Pre-IPO Tax Benefits may reduce the amount of tax that the Company would otherwise be required to pay in the future. Actual tax benefits realized by the Company and our subsidiaries may differ from tax benefits calculated under the Tax Receivable Agreement as a result of the use of certain assumptions in the Tax Receivable Agreement, including the use of an assumed weighted-average state and local income tax rate to calculate tax benefits. The payment obligation under the Tax Receiv…

Excerpt shortened here; the source contains the full paragraph.

Previous wording

for Lisa Jacoba, 0.16%, representing approximately $0.77 million and $0.85 million of the expected future payments under the Tax Receivable Agreement. The Pre-IPO Tax Benefits may reduce the amount of tax that the Company would otherwise be required to pay in the future. Actual tax benefits realized by the Company and our subsidiaries may differ from tax benefits calculated under the Tax Receivable Agreement as a result of the use of certain assumptions in the Tax Receivable Agreement, including the use of an assumed weighted-average state and local income tax rate to calculate tax benefits. The payment obligation under the Tax Receivable Agreement is an obligation of the Company and not of our subsidiaries. The Company expects to benefit from the remaining 15% of cash tax benefits, if any, it realizes from the Pre-IPO Tax Benefits.

Current wording

subsidiaries. The Company expects to benefit from the remaining 15% of cash tax benefits, if any, it realizes from the Pre-IPO Tax Benefits.

Previous wording

We consider our critical accounting policies and estimates to be those that involve significant judgments and uncertainties and may potentially result in material different results under different assumptions and conditions. There have been no material changes to our critical accounting policies and estimates from those disclosed in the IPO Prospectus which is hereby incorporated by reference.

Current wording

We consider our critical accounting policies and estimates to be those that involve significant judgments and uncertainties and may potentially result in material different results under different assumptions and conditions. There have been no material changes to our critical accounting policies and estimates from those disclosed in the IPO Prospectus which is hereby incorporated by reference, except as discussed below.