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GMR Solutions Inc.

For the period ended Sep 30, 2026. Filed Nov 9, 2026.

View on SEC.gov

About this filing

A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.

Sep 30, 2026 · Filed Nov 9, 2026

GMRS$11.27-9.4%Stored close · as of Nov 9, 2026

What changed in Management’s Discussion and Analysis?

Read the current filing

Previous report: 10-Q

Period ended 2026-06-30; filed 2026-08-12.

0001104659-26-095037

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Current report: 10-Q

Period ended 2026-09-30; filed 2026-11-09.

0001104659-26-124582

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.

Compared 131 previous paragraphs and 134 current paragraphs.

81 unchanged; 40 reworded; 7 added; 5 removed; 5 previous and 6 current paragraphs rearranged.

Tables are not compared: 33 previous and 34 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.

A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.

Added paragraphs (7)

Current report

for medical services without pre-screening third-party payor coverage or creditworthiness of the patient and are subject to collection risk for services provided to insured and uninsured patients.

Current report

Loss on debt extinguishment. There was no loss on debt extinguishment for the three months ended September 30, 2026. For the three months ended September 30, 2025, loss on debt extinguishment was $5.7 million related to the long-term debt refinancing completed during September 2025.

Current report

Nine Months Ended September 30, 2026 Compared to Nine Months Ended September 30, 2025

Current report

Loss on debt extinguishment. There was no loss on debt extinguishment for the nine months ended September 30, 2026. For the nine months ended September 30, 2025, loss on debt extinguishment was $5.7 million related to the long-term debt refinancing completed during September 2025.

Current report

On September 17, 2026, the Company completed a repricing of its 2032 First Lien Term Loan. In connection with this transaction, the Company voluntarily repaid $200 million of outstanding borrowings under the 2032 First Lien Term Loan and reduced the applicable interest rate margin from SOFR + 3.25% to SOFR + 2.75%. All remaining terms remained consistent.

Current report

Nine Months Ended September 30, 2026 Compared to Nine Months Ended September 30, 2025

Current report

*Operating activities.*Cash provided by operating activities increased $49.1 million to $412.3 million for the nine months ended September 30, 2026, compared to $363.2 million for the same prior year period. The increase was driven by lower interest payments related to decreased rates achieved in conjunction with the long-term debt refinancing completed during September 2025, and $870.0 million in total paydowns of the term loan outstanding during 2026, in addition to the timing of federal and state tax payments, partially offset by employee retention bonus payments during 2026 and other working capital items.
Removed paragraphs (5)

Previous report

Total revenue for the three months ended June 30, 2026 was $1,490.3 million compared to $1,442.0 million for the three months ended June 30, 2025. Net transport revenue increased $40.3 million, or 2.9%, to $1,435.9 million for the

Previous report

Six Months Ended June 30, 2026 Compared to Six Months Ended June 30, 2025

Previous report

Six Months Ended June 30, 2026 Compared to Six Months Ended June 30, 2025

Previous report

*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 report

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
Reworded paragraphs (40)

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 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.

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 September 30, 2026 and 2025, we derived approximately 57% and 59% of our net transport revenue, respectively, from commercial insurance and managed care, 34% and 31%, respectively, from government-sponsored healthcare programs, primarily Medicare and Medicaid, and 1% and 2%, respectively, from self-pay patients. For the nine months ended September 30, 2026 and 2025, we derived approximately 56% and 59% of our net transport revenue, respectively, from commercial insurance and managed care, 34% and 32%, respectively, from government-sponsored healthcare programs, primarily Medicare and Medicaid, and 2% and 2%, respectively, from self-pay patients.

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 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

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 September 30, 2026 and 2025, patient air transport requests cancelled due to poor weather conditions were 15.7% and 14.8% of total patient air transport requests, respectively. For the nine months ended September 30, 2026 and 2025, patient air transport requests cancelled due to poor weather conditions were 16.1% and 17.0% 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

Previous wording

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

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.

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. 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.

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. 35.2% and 36.3% of cancellations of emergent air requests were attributable to weather and other uncontrollable factors for the three months ended September 30, 2026 and 2025, respectively. 20.4% and 18.0% of cancellations of emergent air requests were attributable to staffing availability, maintenance and other controllable factors for the three months ended September 30, 2026 and 2025, respectively. 36.3% and 37.7% of cancellations of emergent air requests were attributable to weather and other uncontrollable factors for the nine months ended September 30, 2026 and 2025, respectively. 19.1% and 17.8% of cancellations of emergent air requests were attributable to staffing availability, maintenance and other controllable factors for the nine months ended September 30, 2026 and 2025, respectively.

Previous wording

three months ended June 30, 2026, compared to $1,395.6 million for the same prior year period. The increase in net transport revenue was attributable to a 1.4% increase in net revenue per transport, driven by a favorable mix shift from non-emergent to emergent transports and improvements in net revenue per transport on a comparable basis. In addition, air transport volume increased 6.9%, primarily due to strong demand and improved capture rate compared to the prior-year period, while ground transport volume increased 1.3%. Comparability between periods was affected by changes in estimates related to revenues subject to the No Surprises Act ("NSA"). Favorable changes in revenue estimates recognized during the three months ended June 30, 2026 were approximately $74.3 million lower than those recognized in the prior-year period. The prior-year period benefited from favorable developments in estimated collections associated with claims from earlier dates of service. As a result, the year-over-year growth in net transport revenue was partially offset by a less favorable contribution from changes in revenue estimates related to NSA claims. Complementary revenue increased $8.0 million, or 17.2%, to $54.4 million for the three months ended June 30, 2026, compared to $46.4 million for the same prior year period due primarily to increased standby and special events.

Current wording

Total revenue for the three months ended September 30, 2026 was $1,595.6 million compared to $1,506.9 million for the three months ended September 30, 2025. Net transport revenue increased $80.9 million, or 5.6%, to $1,537.9 million for the three months ended September 30, 2026, compared to $1,457.0 million for the same prior year period. The increase in net transport revenue was attributable to a 3.0% increase in net revenue per transport and ground transport volume increase of 2.5%, driven by a favorable mix shift from non-emergent to emergent transports and improvements in net revenue per transport on a comparable basis. Air transport volume slightly decreased 0.2%, primarily due to decreased capture rate driven by increased weather cancellations compared to the prior-year period. Comparability between periods was affected by changes in estimates related to revenues subject to the No Surprises Act ("NSA"). Favorable changes in revenue estimates recognized during the three months ended September 30, 2026 were approximately $37.1 million lower than those recognized in the prior-year period. The prior-year period benefited from favorable developments in estimated collections associated with claims from earlier dates of service. As a result, the year-over-year growth in net transport revenue was partially offset by a less favorable contribution from changes in revenue estimates related to NSA claims.

Previous 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.

Current wording

*Employee wages, benefits and taxes.*Employee wages, benefits and taxes expense increased $28.0 million, or 3.6%, to $801.7 million for the three months ended September 30, 2026, compared to $773.7 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 approximately $27.1 million and increased health insurance expense of $4.7 million during the three months ended September 30, 2026, driven by premium costs and claims volume year-over-year. These increases were partially offset by decreased stock award expense of $7.2 million driven by a reduction to the cash-settled performance stock units liability of $11.6 million for the three months ended September 30, 2026.

Previous 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.

Current wording

*Maintenance, fuel and other direct expenses.*Maintenance, fuel and other direct expenses increased $30.1 million, or 25.1%, to $150.0 million for the three months ended September 30, 2026, compared to $119.9 million for the same prior year period. The increase was primarily driven by increased aircraft maintenance expense of $17.6 million primarily related to timing of scheduled maintenance events and increased fuel unit and volume costs period-over-period of $10.7 million and $0.4 million, respectively.

Previous wording

Insurance expense. Insurance expense decreased $0.4 million, or 0.8%, to $50.9 million for the three months ended June 30, 2026, compared to $51.3 million for the same prior year period.

Current wording

Insurance expense. Insurance expense decreased $2.0 million, or 3.5%, to $55.2 million for the three months ended September 30, 2026, compared to $57.2 million for the same prior year period.

Previous wording

Other operating expenses. Other operating expenses increased $11.0 million, or 5.0%, to $231.9 million for the three months ended June 30, 2026, compared to $220.9 million for the same prior year period. Other operating expenses primarily consist of outside services expense and general and administrative expense. Outside services expense remained consistent at $42.4 million for the three months ended June 30, 2026 and 2025, respectively. General and administrative expense increased $11.0 million, or 6.2%, to $189.5 million for the three months ended June 30, 2026, compared to $178.5 million for the same prior year period, primarily driven by increased systems integration and enhancement expenses of $2.0 million, software licensing and development of $2.6 million and travel expenses of $2.7 million.

Current wording

Other operating expenses. Other operating expenses increased $13.2 million, or 5.9%, to $238.4 million for the three months ended September 30, 2026, compared to $225.2 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 $3.1 million, or 7.3%, to $45.3 million for the three months ended September 30, 2026, compared to $42.2 million for the same prior year period. General and administrative expense increased $10.1 million, or 5.5%, to $193.1 million for the three months ended September 30, 2026, compared to $183.0 million for the same prior year period, primarily driven by increased professional fees of $5.7 million, software licensing and development of $3.2 million and travel expenses of $2.2 million.

Previous 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.

Current wording

*Depreciation and amortization.*Depreciation and amortization expenses increased $5.1 million, or 7.0%, to $78.5 million for the three months ended September 30, 2026, compared to $73.4 million for the same prior year period. Depreciation expense of property and equipment increased $6.0 million, or 11.3%, to $59.0 million for the three months ended September 30, 2026, compared to $53.0 million for the same prior year period. Depreciation and amortization of finance right-of-use assets decreased $0.2 million, or 5.6%, to $3.4 million for the three months ended September 30, 2026, compared to $3.6 million for the same prior year period. Amortization expense decreased $0.7 million, or 4.2%, to $16.1 million for the three months ended September 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

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 June 30, 2026 or 2025, respectively.

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 three months ended September 30, 2026 or 2025.

Previous wording

*Acquisition, integration and other charges.*Acquisition, integration and other charges increased $11.8 million, or 1,125.1%, to $12.9 million for the three months ended June 30, 2026, compared to $1.1 million for the same prior year period. The period-over-period increase was driven by $12.7 million in fees associated with the IPO on May 14, 2026.

Current wording

*Acquisition, integration and other charges.*Acquisition, integration and other charges decreased $30.8 million, or 75.0%, to $10.2 million for the three months ended September 30, 2026, compared to $41.0 million for the same prior year period. The period-over-period decrease was driven by $39.1 million in fees associated with the long-term debt refinancing completed during September 2025.

Previous wording

*Interest expense, net.*Interest expense, net decreased $31.7 million, or 29.2%, to $76.8 million for the three months ended June 30, 2026, compared to $108.5 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 the term loans outstanding during the three months ended June 30, 2026, and mark-to-market changes on our interest rate swap agreements.

Current wording

*Interest expense, net.*Interest expense, net decreased $39.1 million, or 36.5%, to $68.1 million for the three months ended September 30, 2026, compared to $107.2 million for the same prior year period. The decrease was driven by lower interest rates achieved in conjunction with the long-term debt refinancing completed during September 2025, the $670.0 million paydown of the term loan outstanding in May 2026, the $200.0 million paydown of the term loans outstanding in September 2026, and mark-to-market changes on our interest rate swap agreements.

Previous 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.

Current wording

Income Tax (benefit) expense. Income tax expense increased $29.0 million, or 97.1%, to an expense of $58.9 million for the three months ended September 30, 2026, compared to an expense of $29.9 million for the same prior year period. Our effective tax rate was 30.3% for the three months ended September 30, 2026, compared to an effective tax rate of 28.6% for the same prior year period. The increase in our effective tax rate was primarily attributable to current year non-deductible executive compensation and the impact of other permanent differences on increased net income before income taxes in 2026, partially offset by a smaller increase in the valuation allowance and excess tax benefits recognized upon the settlement of equity awards during the current period.

Previous 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.

Current wording

We reported net income of $135.6 million for the three months ended September 30, 2026, compared to net income of $74.6 million for the same prior year period. The year-over-year increase in net income was primarily due to $88.7 million of increased net revenues, decreased interest expense of $39.1 million, and decreased acquisition, integration and other charges of $30.8 million, partially offset by increased operating expenses primarily associated with employee wages, benefits and taxes of $28.0 million, maintenance, fuel and other direct expenses of $30.1 million, and certain other operating expenses. Operating income for the three months ended September 30, 2026 was $261.5 million, an increase of $44.9 million, or 20.7%, over the same prior year period. The year-over-year increase in operating income was primarily due to increased net revenues as detailed above, partially offset by increased operating expenses primarily associated with employee wages, benefits and taxes and maintenance, fuel and other direct expenses.

Previous wording

Total revenue for the six months ended June 30, 2026 was $2,947.9 million compared to $2,809.4 million for the six months ended June 30, 2025. Net transport revenue increased $131.0 million, or 4.8%, to $2,852.8 million for the six months ended June 30, 2026, compared to $2,721.8 million for the same prior year period. The increase in net transport revenue was attributable to a 4.5% increase in net revenue per transport, driven by a favorable mix shift from non-emergent to emergent transports and improvements in net revenue per transport on a comparable basis. In addition, air transport volume increased 4.0%, primarily due to strong demand and improved capture rate compared to the prior-year period, while total ground transports increased 0.1% as increased emergent ground volumes were partially offset by non-emergent ground contract exits. Comparability between periods was affected by changes in estimates related to revenues subject to the NSA. Favorable changes in revenue estimates recognized during the six months ended June 30, 2026 were approximately $113.5 million lower than those recognized in the prior-year period. The prior-year period benefited from favorable developments in estimated collections associated with claims from earlier dates of service. As a result, the year-over-year growth in net transport revenue was partially offset by a less favorable contribution from changes in revenue estimates related to NSA claims. Complementary revenue increased $7.5 million, or 8.6%, to $95.1 million for the six months ended June 30, 2026, compared to $87.6 million due to standby and special event and other non-transport related revenue.

Current wording

Total revenue for the nine months ended September 30, 2026 was $4,543.4 million compared to $4,316.3 million for the nine months ended September 30, 2025. Net transport revenue increased $211.9 million, or 5.1%, to $4,390.7 million for the nine months ended September 30, 2026, compared to $4,178.8 million for the same prior year period. The increase in net transport revenue was attributable to a 4.0% increase in net revenue per transport, driven by a favorable mix shift from non-emergent to emergent transports and improvements in net revenue per transport on a comparable basis. In addition, air transport volume increased 2.5%, primarily due to strong demand and improved capture rate compared to the prior-year period, while total ground transports increased 0.9% as increased emergent ground volumes were partially offset by non-emergent ground contract exits. Comparability between periods was affected by changes in estimates related to revenues subject to the NSA. Favorable changes in revenue estimates recognized during the nine months ended September 30, 2026 were approximately $150.6 million lower than those recognized in the prior-year period. The prior-year period benefited from favorable developments in estimated collections associated with claims from earlier dates of service. As a result, the year-over-year growth in net transport revenue was partially offset by a less favorable contribution from changes in revenue estimates related to NSA claims. Complementary revenue increased $15.2 million, or 11.1%, to $152.7 million for the nine months ended September 30, 2026, compared to $137.5 million due to standby and special event and other non-transport related revenue.

Previous wording

*Employee wages, benefits and taxes.*Employee wages, benefits and taxes expense increased $217.1 million, or 14.7%, to $1,694.5 million for the six months ended June 30, 2026, compared to $1,477.4 million for the same prior year period. The increase period-over-period was primarily driven by increased stock award expense of $126.9 million driven by 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 six months ended June 30, 2026, there were merit and other wage adjustments to attract and retain staff of approximately $51.7 million and increased health insurance expense of $20.1 million, driven by premium costs and claims volume year-over-year.

Current wording

consummation of the IPO on May 14, 2026 and achievement of certain performance targets on such date, as applicable, partially offset by a reduction to the cash-settled performance stock units liability of $11.6 million for the nine months ended September 30, 2026. Additionally, during the nine months ended September 30, 2026, there were merit and other wage adjustments to attract and retain staff of approximately $78.8 million and increased health insurance expense of $24.8 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 $30.6 million, or 13.6%, to $255.0 million for the six months ended June 30, 2026, compared to $224.4 million for the same prior year period. The increase was primarily driven by increased fuel unit and volume costs period-over-period of $12.8 million and $1.3 million, respectively, increased aircraft maintenance expense of $9.9 million, and increased costs related to medical supplies of $3.9 million.

Current wording

*Maintenance, fuel and other direct expenses.*Maintenance, fuel and other direct expenses increased $60.7 million, or 17.6%, to $405.1 million for the nine months ended September 30, 2026, compared to $344.4 million for the same prior year period. The increase was primarily driven by increased fuel unit and volume costs period-over-period of $23.5 million and $1.7 million, respectively, increased aircraft maintenance expense of $27.5 million, and increased costs related to medical supplies of $5.9 million.

Previous 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.

Current wording

Insurance expense. Insurance expense increased $6.8 million, or 4.8%, to $149.0 million for the nine months ended September 30, 2026, compared to $142.2 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 $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.

Current wording

Other operating expenses. Other operating expenses increased $36.5 million, or 5.5%, to $698.4 million for the nine months ended September 30, 2026, compared to $661.9 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 $4.2 million, or 3.3%, to $131.0 million for the nine months ended September 30, 2026, compared to $126.8 million for the same prior year period. General and administrative expense increased $32.3 million, or 6.0%, to $567.4 million for the nine months ended September 30, 2026, compared to $535.1 million for the same prior year period, primarily driven by increased software licensing and development of $8.3 million, travel expenses of $6.6 million, systems integration and enhancement expenses of $5.5 million, lease occupancy expenses of $4.4 million, and billing fees of $3.8 million.

Previous wording

*Depreciation and amortization.*Depreciation and amortization expenses increased $4.7 million, or 3.2%, to $152.3 million for the six months ended June 30, 2026, compared to $147.6 million for the same prior year period. Depreciation expense of property and equipment increased $9.8 million, or 9.5%, to $113.0 million for the six months ended June 30, 2026, compared to $103.2 million for the same prior year period. Depreciation and amortization of finance right-of-use assets decreased $0.9 million, or 11.4%, to $7.0 million for the six months ended June 30, 2026, compared to $7.9 million for the same prior year period. Amortization expense decreased $4.2 million, or 11.5%, to $32.3 million for the six months ended June 30, 2026, compared to $36.5 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 $9.9 million, or 4.5%, to $230.9 million for the nine months ended September 30, 2026, compared to $221.0 million for the same prior year period. Depreciation expense of property and equipment increased $15.9 million, or 10.2%, to $172.1 million for the nine months ended September 30, 2026, compared to $156.2 million for the same prior year period. Depreciation and amortization of finance right-of-use assets decreased $1.1 million, or 9.6%, to $10.4 million for the nine months ended September 30, 2026, compared to $11.5 million for the same prior year period. Amortization expense decreased $4.9 million, or 9.2%, to $48.4 million for the nine months ended September 30, 2026, compared to $53.3 million for the same prior year period, driven by acceleration of amortization related to a prior period acquisition no longer in operation.

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 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.

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 nine months ended September 30, 2026. For the nine months ended September 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 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.

Current wording

*Acquisition, integration and other charges.*Acquisition, integration and other charges decreased $19.5 million, or 42.2%, to $26.8 million for the nine months ended September 30, 2026, compared to $46.3 million for the same prior year period. The period-over-period decrease was primarily driven by $39.5 million in fees associated with the long-term debt refinancing completed during September 2025, offset by $21.0 million in fees associated with the IPO on May 14, 2026.

Previous 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.

Current wording

*Interest expense, net.*Interest expense, net decreased $101.3 million, or 30.8%, to $228.1 million for the nine months ended September 30, 2026, compared to $329.4 million for the same prior year period. The decrease was driven by lower interest rates achieved in conjunction with the long-term debt refinancing completed during September 2025, the $670.0 million paydown of the term loan outstanding in May 2026, the $200.0 million paydown of the term loans outstanding in September 2026, and mark-to-market changes on our interest rate swap agreements.

Previous wording

*Other (income) loss, net.*Other (income) loss, net increased $16.3 million, or 170.9%, to income of $6.8 million for the six months ended June 30, 2026, compared to a loss of $9.5 million for the same prior year period. There was market volatility on investments held by our captive insurance program for each of the six months ended June 30, 2026 and 2025. There was a loss on divestiture of businesses of $3.8 million for the six months ended June 30, 2025, mainly driven by the net working capital finalization for the divestitures of businesses during 2024. Additionally, there was a loss on a strategic cost investment of $6.2 million for the six months ended June 30, 2025.

Current wording

*Other (income) loss, net.*Other (income) loss, net increased $15.4 million, or 173.5%, to income of $6.5 million for the nine months ended September 30, 2026, compared to a loss of $8.9 million for the same prior year period. There was market volatility on investments held by our captive insurance program for each of the nine months ended September 30, 2026 and 2025. There was a loss on divestiture of $3.8 million for the nine months ended September 30, 2025, mainly driven by the net working capital finalization for the divestitures of our coordinated care and fire services businesses during 2024. Additionally, there was a loss on a strategic cost investment of $6.2 million for the nine months ended September 30, 2025.

Previous wording

Income Tax (benefit) expense. Income tax expense decreased $25.7 million, or 36.3%, to an expense of $45.2 million for the six months ended June 30, 2026, compared to an expense of $70.9 million for the same prior year period. Our effective tax rate was 36.7% for the six months ended June 30, 2026, compared to an effective tax rate of 37.4% for the same prior year period. The difference in our effective tax rate was primarily driven by the amount of 2026 net income before taxes, current year non-deductible executive compensation, and a current year benefit related to a decrease in the valuation allowance.

Current wording

Income Tax (benefit) expense. Income tax expense increased $3.3 million, or 3.3%, to an expense of $104.1 million for the nine months ended September 30, 2026, compared to an expense of $100.8 million for the same prior year period. Our effective tax rate was 32.8% for the nine months ended September 30, 2026, compared to an effective tax rate of 34.3% for the same prior year period. The decrease in our effective tax rate was primarily attributable to current year non-deductible executive compensation and the impact of other permanent differences on increased net income before income taxes in 2026, partially offset by a smaller increase in the valuation allowance and excess tax benefits recognized upon the settlement of equity awards during the current period.

Previous wording

We reported net income of $78.1 million for the six months ended June 30, 2026, compared to net income of $118.8 million for the same prior year period. Operating income for the six months ended June 30, 2026 was $275.6 million, a decrease of $143.3 million, or 34.2%, 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 $217.1 million, and certain other operating expenses, partially offset by $138.5 million of increased net revenues and decreased interest expense of $62.2 million.

Current wording

We reported net income of $213.6 million for the nine months ended September 30, 2026, compared to net income of $193.4 million for the same prior year period. The year-over-year increase in net income was primarily due to $227.1 million of increased net revenues, decreased interest expense of $101.3 million, and decreased acquisition, integration and other charges of $19.5 million, partially offset by increased operating expenses primarily associated with employee wages, benefits and taxes of $245.2 million, and certain other operating expenses. Operating income for the nine months ended September 30, 2026 was $537.1 million, a decrease of $98.3 million, or 15.5%, over the same prior year period. The year-over-year decrease in operating income was primarily due to increased operating expenses primarily associated with employee wages, benefits and taxes and maintenance, fuel and other direct expenses, partially offset by increased net revenues as detailed above.

Previous wording

We define EBITDA as net income (loss) before interest expense, net, income tax provision (benefit), and depreciation and amortization. We define Adjusted EBITDA as EBITDA, as further adjusted to exclude management fees, non-cash stock-based compensation, professional fees and other expenses for non-recurring matters, debt financing fees paid to (received from) third parties and certain other items that we do not consider indicative of our ongoing operating performance. Pursuant to the credit agreements that govern our credit facilities and the indenture that governs our notes, we define Lender Defined Adjusted EBITDA as Adjusted EBITDA, as further adjusted to exclude certain additional non-cash and other adjustment items permitted in calculating covenant compliance under our debt documents.

Current wording

We define EBITDA as net income (loss) before interest expense, net, income tax provision (benefit), and depreciation and amortization. We define Adjusted EBITDA as EBITDA, as further adjusted to exclude management fees, stock-based compensation, professional fees and other expenses for non-recurring matters, debt refinancing fees paid to (received from) third parties and certain other items that we do not consider indicative of our ongoing operating performance. Pursuant to the credit agreements that govern our credit facilities and the indenture that governs our notes, we define Lender Defined Adjusted EBITDA as Adjusted EBITDA, as further adjusted to exclude certain additional non-cash and other adjustment items permitted in calculating covenant compliance under our debt documents.

Previous 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

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 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.

Previous 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.

Current wording

As of September 30, 2026, we had cash and cash equivalents totaling $298.0 million. As of September 30, 2026, the maximum amount available under the A&R ABL Facility (as defined below) was $800.0 million, with $98.7 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 $701.3 million. These letters of credit primarily secure the obligations of AMR’s operations and the Company’s captive insurance program. As of September 30, 2026, we had $371.6 million of purchase commitments for aircraft, of which $42.6 million remains payable before December 31, 2026.

Previous wording

As of June 30, 2026, the Company had a TRA liability of $468.4 million. Future payments under the TRA are expected to be funded through cash flows from operations. Because payments are generally based on tax benefits actually realized by the Company, management believes the associated tax savings will provide a source of liquidity to satisfy these obligations. However, actual payments may differ from current estimates as a result of changes in taxable income, tax laws, tax rates, utilization of tax attributes, valuation allowance assessments, or other factors affecting the realization of the underlying tax benefits. Accordingly, the TRA may have a material impact on the Company's future liquidity and capital resources.

Current wording

As of September 30, 2026, the Company had a TRA liability of $470.8 million. Future payments under the TRA are expected to be funded through cash flows from operations. Because payments are generally based on tax benefits actually realized by the Company, management believes the associated tax savings will provide a source of liquidity to satisfy these obligations. However, actual payments may differ from current estimates as a result of changes in taxable income, tax laws, tax rates, utilization of tax attributes, valuation allowance assessments, or other factors affecting the realization of the underlying tax benefits. Accordingly, the TRA may have a material impact on the Company's future liquidity and capital resources.

Previous wording

On September 19, 2025, in connection with the 2025 Refinancing (as defined in the IPO Prospectus), Global Medical Response, Inc., a wholly-owned subsidiary of the Company (“GMR, Inc.”), entered into the A&R First Lien Credit Agreement and borrowed first lien term loans (the “2032 First Lien Term Loans”) in an aggregate principal amount of $3,600 million thereunder. The 2032 First Lien Term Loan will mature on October 1, 2032.

Current wording

On September 19, 2025, in connection with the 2025 Refinancing (as defined in the IPO Prospectus), Global Medical Response, Inc., a wholly-owned subsidiary of the Company (“GMR, Inc.”), entered into the A&R First Lien Credit Agreement and borrowed first lien term loans (the “2032 First Lien Term Loan”) in an aggregate principal amount of $3,600 million thereunder. The 2032 First Lien Term Loan will mature on October 1, 2032.

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 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.

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

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

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 equal to the aggregate outstanding principal amount of the initial borrowing multiplied by 0.25% is required quarterly, commencing March 31, 2026.

Previous 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.

Current wording

*Investing activities.*Cash used in investing activities increased $40.5 million to $212.3 million for the nine months ended September 30, 2026, compared to $171.8 million for the same prior year period. The increase was primarily driven by increased purchases of property and equipment during the nine months ended September 30, 2026, partially offset by the sale of a cost investment during 2026.

Previous wording

paydown of approximately $670.0 million outstanding borrowings under the 2032 First Lien Term Loan, and cash redemptions of Series B Preferred Stock of $549.5 million during 2026, offset by proceeds received from the issuance of common stock of $446.8 million in our IPO, and proceeds received from the issuance of private placement warrants of $500.0 million.

Current wording

Financing activities. Cash used in financing activities increased $381.6 million to $511.5 million for the nine months ended September 30, 2026, compared to $129.9 million for the same prior year period. The increase was primarily driven by the paydown of $870.0 million outstanding borrowings under the 2032 First Lien Term Loan, and cash redemptions of Series B Preferred Stock of $549.5 million during 2026, and the net impact from the long-term debt refinancing completed during September 2025, partially offset by proceeds received from the issuance of common stock of $446.8 million in our IPO, and proceeds received from the issuance of private placement warrants of $500.0 million.

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 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.

Current wording

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 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.

Previous wording

In preparing our unaudited condensed consolidated financial statements in conformity with GAAP, we must use estimates and assumptions that affect the reported amounts of assets and liabilities and related disclosures and the reported amounts of revenue and expenses. In general, our estimates are based on historical experience and various other assumptions we believe are reasonable under the circumstances. We evaluate our estimates on an ongoing basis and make changes to the estimates and related disclosures as experience develops or new information becomes known. Actual results could differ from those estimates.

Current wording

In preparing our unaudited condensed consolidated financial statements in conformity with GAAP, we must use estimates and assumptions that affect the reported amounts of assets and liabilities and related disclosures and the reported amounts of revenue and expenses. In general, our estimates are based on historical experience and various other

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, except as discussed below.

Current wording

We consider our critical accounting policies and estimates to be those that involve significant judgments and uncertainties and may potentially result in materially 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.

Previous wording

valuation allowance may reduce the amount of tax benefits expected to be realized and therefore decrease the estimated TRA liability, while decreases in the valuation allowance may increase expected future tax benefit realization and result in an increase in the estimated TRA liability. Accordingly, the measurement of both deferred tax assets and the TRA liability requires significant judgment and is sensitive to changes in assumptions regarding future operating results, taxable income, tax rates, and other factors affecting the realizability of deferred tax assets.

Current wording

The Company is also party to a TRA, under which future payments are based on the realization of certain tax benefits. As a result, the estimated TRA liability is dependent upon many of the same assumptions used in assessing the realizability of the related deferred tax assets. Changes in management’s assessment of the valuation allowance may have a corresponding impact on the estimated TRA liability. For example, increases in the valuation allowance may reduce the amount of tax benefits expected to be realized and therefore decrease the estimated TRA liability, while decreases in the valuation allowance may increase expected future tax benefit realization and result in an increase in the estimated TRA liability. Accordingly, the measurement of both deferred tax assets and the TRA liability requires significant judgment and is sensitive to changes in assumptions regarding future operating results, taxable income, tax rates, and other factors affecting the realizability of deferred tax assets.
Rearranged current paragraphs (6)

Current report — wording carried from elsewhere

Complementary revenue increased $7.8 million, or 15.6%, to $57.7 million for the three months ended September 30, 2026, compared to $49.9 million for the same prior year period due primarily to increased standby and special events.

Current report — wording carried from elsewhere

*Other (income) loss, net.*Other (income) loss, net decreased $0.8 million, or 134.6%, to expense of $0.2 million for the three months ended September 30, 2026, compared to income of $0.6 million for the same prior year period. The decrease was primarily driven by market volatility on investments held by our captive insurance program.

Current report — wording carried from elsewhere

*Employee wages, benefits and taxes.*Employee wages, benefits and taxes expense increased $245.2 million, or 10.9%, to $2,496.2 million for the nine months ended September 30, 2026, compared to $2,251.0 million for the same prior year period. The increase period-over-period was primarily driven by increased stock award expense of $119.7 million primarily driven by vesting of restricted stock units and non-cash settled performance stock units triggered upon the

Current report — wording carried from elsewhere

due 2032, the ratings upgrade resulted in a 25 basis point reduction in the applicable interest rate, effective upon the upgrade.

Current report — wording carried from elsewhere

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

Current report — wording carried from elsewhere

assumptions we believe are reasonable under the circumstances. We evaluate our estimates on an ongoing basis and make changes to the estimates and related disclosures as experience develops or new information becomes known. Actual results could differ from those estimates.
Rearranged previous paragraphs (5)

Previous report — wording carried elsewhere

*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 report — wording carried elsewhere

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.

Previous report — wording carried elsewhere

equal to the aggregate outstanding principal amount of the initial borrowing multiplied by 0.25% is required quarterly, commencing March 31, 2026.

Previous report — wording carried elsewhere

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 report — wording carried elsewhere

The Company is also party to a TRA, under which future payments are based on the realization of certain tax benefits. As a result, the estimated TRA liability is dependent upon many of the same assumptions used in assessing the realizability of the related deferred tax assets. Changes in management’s assessment of the valuation allowance may have a corresponding impact on the estimated TRA liability. For example, increases in the