GMR Solutions Inc.

September 30, 2026

NOTE 1 – DESCRIPTION OF COMPANY

GMR Solutions Inc. is organized as a holding company, operating through its various subsidiaries (collectively, “GMR” or the “Company”). GMR delivers compassionate, quality medical care, meeting a patient’s unplanned and planned care needs. GMR provides emergent, non-emergent, disaster response and event medical services across the healthcare ecosystem, serving local communities, health systems, payors, public health and local, state, and federal agencies primarily within the United States.

These unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial reporting. In the opinion of management, the unaudited interim condensed consolidated financial statements contained in this report reflect all normal recurring adjustments, which are necessary for a fair presentation of the financial position and the results of operations for the interim periods presented. The results of operations for any interim period are not necessarily indicative of results for the full year. The accompanying unaudited condensed consolidated financial statements should be read in conjunction with the Company’s filings with the U.S. Securities and Exchange Commission (the “SEC”), including those set forth in our final prospectus (the “IPO Prospectus”) filed with the SEC on May 14, 2026 pursuant to Rule 424(b)(4) under the Securities Act of 1933, as amended, relating to our Registration Statement on Form S-1 (File No. 333-295169).

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Use of Estimates

The preparation of the unaudited condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported and related disclosures. Management relies on historical experience and on various other assumptions believed to be reasonable under the circumstances to make judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Significant estimates are involved in the valuation of accounts receivable and the estimation of revenue, intangible assets, derivatives, income taxes, tax receivable agreement liability, insurance reserves, share-based compensation and goodwill. Actual amounts may differ from those estimates.

Restricted Cash

As of September 30, 2026 and December 31, 2025, the Company held restricted cash and cash equivalents of $13.4 million and $12.9 million, respectively, classified within “Insurance collateral” in the accompanying condensed consolidated balance sheets. The cash was restricted for the purpose of satisfying the obligations of the Company’s wholly-owned captive insurance subsidiary.

As of September 30, 2026 and December 31, 2025, the Company held restricted cash and cash equivalents of $1.3 million and $1.9 million, respectively, classified within “Other Assets” in the accompanying condensed consolidated balance sheets. The cash was restricted for the purpose of satisfying the obligations of the Company’s deferred compensation plan.

Recently Issued Accounting Pronouncements

From time to time, new accounting pronouncements are issued by the Financial Accounting Standards Board (“FASB”) or other standards setting bodies that the Company adopts as of the specified effective date. Unless otherwise discussed, the impact of any other recently issued standards that are not yet effective are either not applicable to the Company at this time or will not have a material impact on the Company’s condensed consolidated financial statements upon adoption.

In November 2024, the FASB issued Accounting Standards Update 2024-03, “Income Statement — Reporting Comprehensive Income — Expense disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses”, which expands disclosures about specific expense categories at interim and annual reporting periods. The standard is effective for fiscal years beginning after December 15, 2026, and interim periods within fiscal years beginning after December 15, 2027, with early adoption permitted. The Company is in the process of evaluating the impact of the new standard on the related disclosures.

NOTE 3 – BASIC AND DILUTED NET INCOME (LOSS) PER SHARE

The Company has two classes of common stock authorized: Class A common stock and Class B common stock. The rights of the holders of Class A and Class B common stock are identical, except with respect to voting and conversion. Each share of Class A common stock is entitled toone vote per share and each share of Class B common stock is non-voting, except as may be required by law or otherwise provided by the Company’s certificate of incorporation. Each share of Class B common stock will automatically convert intoone share of Class A common stock upon the sale or other transfer of such share of Class B common stock by the holder thereof. The Company allocates undistributed earnings to common stock between the common stock classes on aone-to-one basis when computing net income (loss) per share. As a result, basic and diluted net income (loss) per share of Class A common stock and per share of Class B common stock are equivalent.

During each of the three and nine months ended September 30, 2026 and 2025, no shares of Class B common stock were outstanding.

Basic earnings per share (“EPS”) excludes dilution and is computed by dividing net income (loss) available to common stockholders by the weighted-average shares outstanding during the period. Diluted EPS reflects the potential dilution that could occur if securities or other contracts to issue common stock were exercised, resulting in the issuance of shares of common stock that would then share in the earnings of the Company. The potential dilution from stock awards is accounted for using the treasury stock method and average market prices during the period. During the three and nine months ended September 30, 2026, there were 5.2 million and 2.7 million, respectively, shares issuable on the exercise of share-based awards and warrants that were excluded from the calculation of diluted net income (loss) available to common stockholders per share because the effect of their inclusion would have been anti-dilutive. During the three and nine months ended September 30, 2025, there were less than 0.1 million and approximately 0.3 million, respectively, shares issuable on the exercise of share-based awards that were excluded from the calculation of diluted net income (loss) available to common stockholders per share because the effect of their inclusion would have been anti-dilutive.

Presented below is basic and diluted EPS for the three and nine months ended September 30, 2026 and 2025 (in thousands, except share and per share amounts):

There were 23.7 million warrants to purchase common stock issued for little to no consideration and therefore were included in the basic weighted-average common shares outstanding for the three and nine months ended September 30, 2026 and 2025.

NOTE 4 – REVENUE RECOGNITION

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

Net transport revenue includes fee for service patient revenue, in addition to revenue earned from our membership programs and community subsidies. Complementary revenue primarily includes medical standby, special events and

revenue earned from our contract with FEMA and other federal and state agencies to coordinate emergency medical services responses.

NOTE 5 – LEASE COMMITMENTS

Variable lease payments were $3.6 million and $3.4 million for the three months ended September 30, 2026 and 2025, respectively. Variable lease payments were $11.1 million and $10.6 million for the nine months ended September 30, 2026 and 2025, respectively. Variable expenses include common area maintenance, utilities, and other items as periodically billed by property management or the related lessor, and are included in operating lease costs.

The components of lease expense were as follows (in thousands):

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

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

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

NOTE 6 – GOODWILL AND INTANGIBLE ASSETS

Intangible assets consist primarily of customer relationships and trade names. The table below illustrates the useful lives of each class of intangible assets and the remaining weighted average amortization period.

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

Aggregate amortization of intangible assets was $16.1 million and $16.8 million for the three months ended September 30, 2026 and 2025, respectively. Aggregate amortization of intangible assets was $48.4 million and $53.3 million for the nine months ended September 30, 2026 and 2025, respectively.

NOTE 7 – OTHER ACCRUED LIABILITIES

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

Deferred membership revenue, or contract liabilities, are primarily related to cash payments recorded in advance of satisfying the Company’s performance obligations related to sales of air and ground memberships. Deferred membership revenue balances of a long-term nature were $43.5 million and $41.1 million as of September 30, 2026 and December 31, 2025, respectively, classified under other long-term liabilities on the condensed consolidated balance sheets. As of September 30, 2026, the Company recognized $39.1 million of revenue that was included in the deferred revenue balance as of December 31, 2025. As of September 30, 2026, the weighted average remaining period over which revenue for unsatisfied performance obligations on memberships will be recognized was approximately 3.5 years.

NOTE 8 – REDEEMABLE PREFERRED STOCK

In May 2024, the Company entered into a Series B Preferred Stock and Warrant purchase agreement with certain investors, pursuant to which such investors agreed to purchase 962,632 shares of Series B preferred stock (“Preferred Stock”) together with warrants exercisable for up to 23.7 million shares of Class A common stock of the Company, for aggregate consideration of $934.6 million. The Preferred Stock has an initial value of $1,000.00 per share and accrues cumulative dividends of 15% per year, with a 1% increase on the fourth anniversary and on each subsequent anniversary of the issue date, up to a maximum of 19% per year. The dividends will continue to accrue unless specifically elected to be paid in cash by the Company and declared by the Company’s Board of Directors. Dividends are recorded when declared. Accumulated dividends as of September 30, 2026 and December 31, 2025, were zero and $147.7 million, respectively. The holders of Preferred Stock do not participate in dividends declared on common stock.

On September 19, 2025, the Company redeemed 411,420 shares of Preferred Stock for an aggregate redemption price of $525.0 million, representing the stated value of the Preferred Stock plus the aggregate accrued and unpaid dividends multiplied by 103.0% per the Series B Preferred Stock and Warrant purchase agreement.

On March 6, 2026, the Company redeemed 189,050 shares of Preferred Stock for an aggregate redemption price of approximately $250.0 million, representing the stated value of the Preferred Stock plus the aggregate accrued and unpaid dividends multiplied by 101.5% per an amendment to the Series B Preferred Stock and Warrant purchase agreement.

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

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

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

NOTE 9 – COMMON STOCK

On May 14, 2026, the Company completed its initial public offering (“IPO”), of 31.9 million shares of Class A common stock, par value $0.0001 per share, at a price of $15.00 per share. The Company received net proceeds of $446.8 million for the Class A common stock, after deducting underwriting discounts, commissions, and offering-related expenses of $31.9 million. The Company used the net proceeds from the IPO to redeem certain outstanding shares of Series B Preferred Stock, as described in Note 8, together with the net proceeds from the issuance of private placement warrants, as described in Note 10, and cash on hand, to repay approximately $670.0 million outstanding borrowings under the senior secured term loans due 2032.

Upon completion of the IPO, the Company’s Amended and Restated Certificate of Incorporation (the “Charter”) and the Company’s Second Amended and Restated Bylaws became effective. The Charter, among other things, provides that the Company’s authorized capital stock consists of 1,200.0 million shares of Class A common stock,300.0 million shares of Class B common stock and 250.0 million shares of preferred stock.

NOTE 10 – WARRANTS

The Company has issued warrants to purchase shares of Class A and Class B common stock with an exercise price equal to $0.0001 per share, which generally expireten years from the initial issuance date. The holders of the warrants do not participate in dividends declared on common stock.

In May 2024, the Company issued 23.7 million warrants (“2024 Warrants”) to purchase shares of Class A common stock together with Preferred Stock as described in Note 8. The warrants have an exercise price equal to $0.0001 per share and expireten years from the initial issuance date.

In connection with the March 6, 2026 redemption of Preferred Stock, the Company exchanged the outstanding 2024 Warrants for 2026 Voting Warrants to purchase 16.2 million shares of Class A common stock and 2026 Non-Voting Warrants to purchase 4.1 million shares of Class B common stock. The rights of the holders of Class A and Class B common stock are identical, except with respect to voting and conversion. Each share of Class A common stock will be entitled toone vote per share and shares of Class B common stock will be non-voting, except as may be required by law or otherwise provided by the certificate of incorporation. Each share of Class B common stock will automatically convert intoone share of Class A common stock upon the sale or other transfer of such share of Class B common stock by the holder thereof.

On May 12, 2026, the Company exchanged warrants exercisable for 7.1 million shares of Class A common stock, at an exercise price of $0.01 per share, and held by certain investment funds managed or advised by HPS Investment Partners, LLC or its controlled affiliates for warrants exercisable for thesame number of shares of Class B common stock, at an exercise price of $0.01 per share.

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

On May 15, 2026, the Company issued approximately 33.3 million warrants in a private placement transaction to purchase Class A common stock and/or Class B common stock with an exercise price of $0.01 per share, for total consideration of $500.0 million.

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

NOTE 11 – LONG-TERM DEBT

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

As of September 30, 2026, the maximum available under the asset-based revolving credit facility (the “ABL Facility”) was $800.0 million. As of September 30, 2026, letters of credit outstanding, which impact the available credit under the ABL Facility, were $98.7 million, and the maximum amount available to draw under the ABL Facility was $701.3 million. These letters of credit primarily secure the obligations of the operations of AMR Holdco, Inc. (“AMR”), a ground ambulance provider, and the Company’s captive insurance program. At each of September 30, 2026 and December 31, 2025, the Company hadnot drawn on the ABL Facility.

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

On May 18, 2026, Moody’s upgraded GMR’s corporate family rating to B1 from B2. Pursuant to the terms of the Company’s senior secured term loan due 2032, the ratings upgrade resulted in a 25 basis point reduction in the applicable interest rate, effective upon the upgrade.

On September 17, 2026, the Company completed a repricing of its senior secured term loan due 2032. In connection with this transaction, the Company voluntarily prepaid approximately $200.0 million of outstanding borrowings under the senior secured term loan due 2032 and reduced the applicable interest rate margin to the Secured Overnight Financing Rate (“SOFR”) by 50 basis points. All remaining terms remained consistent.

NOTE 12 – FAIR VALUE MEASUREMENTS

The Company classifies its financial instruments that are reported at fair value based on a hierarchal framework which ranks the level of market price observability used in measuring financial instruments at fair value. Market price observability is impacted by a number of factors, including the type of instrument and the characteristics specific to the instrument. Instruments with readily available active quoted prices or for which fair value can be measured from actively quoted prices generally will have a higher degree of market price observability and a lesser degree of judgment used in measuring fair value.

Financial instruments measured and reported at fair value are classified and disclosed in one of the following categories:

Level 1—Quoted prices are available in active markets for identical assets or liabilities as of the reporting date. The Company does not adjust the quoted price for these assets or liabilities, which include marketable securities held in connection with the Company’s captive insurance program.

Level 2—Pricing inputs are based upon quoted prices for similar instruments in active markets, quoted prices for identical or similar instruments in markets that are not active, and model-based valuation techniques for which all significant inputs are observable in the market or can be corroborated by observable market data. Balances in this category include derivatives and marketable securities held in connection with the Company’s captive insurance program.

Level 3—Pricing inputs are unobservable as of the reporting date and reflect the Company’s own assumptions about the fair value of the asset or liability. Balances in this category include the Company’s estimate, using a combination of internal and external fair value analyses, of contingent consideration for historical acquisitions, and the Company’s current stock price and management’s estimate of the probability of achievement of specified performance targets related to cash-settled performance stock units. The expected timing of achievement is the fourth quarter of 2026.

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

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

Insurance Collateral

Insurance collateral is comprised of investments in U.S. Treasuries and marketable equity and debt securities held by the Company’s wholly-owned captive insurance subsidiary that support the Company’s insurance programs and reserves, as well as cash deposits with third parties. Certain of these investments, if sold or otherwise liquidated, would have to be replaced by other suitable financial assurances and are, therefore, considered restricted. All debt securities are designated

as available-for-sale and reported at fair value with the related temporary unrealized gains and losses related to changes in market conditions of marketable debt securities reported as a separate component of accumulated other comprehensive income (loss), net of deferred income tax. Changes in the fair value of debt securities which are determined to be company specific credit losses are recognized in the statements of operations, thus establishing a new cost basis for such investment. All equity securities are carried at fair value with changes in fair value reported as a component other income (loss), net in the condensed consolidated statements of operations. Investment income earned on these investments is reported as a component of other income, net in the accompanying condensed consolidated statements of operations. Realized gains and losses are determined based on an average cost basis.

Investments are generally classified within Level 1 or Level 2 of the fair value hierarchy because they are valued using quoted market prices, broker or dealer quotations, or alternative pricing sources with reasonable levels of price transparency.

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

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

As of September 30, 2026, available-for-sale securities included U.S. Treasuries, corporate bonds and fixed income securities of $11.2 million with contractual maturities within one year, $19.9 million with contractual maturities extending longer than one year through five years and $28.0 million with contractual maturities extending longer than five years. Actual maturities may differ from contractual maturities as a result of the Company's ability to sell these securities prior to maturity.

The Company evaluates the marketable debt securities portfolio to determine whether declines in fair value of these securities are related to credit loss. Management estimates credit losses on marketable debt securities utilizing a credit loss impairment model on a quarterly basis. We estimate expected credit losses, measured over the contractual life of debt securities, considering relevant issue specific factors, including, but not limited to, a decrease in credit ratings or an entity’s ability to pay. The Company is not aware of any specific factors indicating that the underlying issuers of the debt securities would not be able to pay interest as it becomes due or repay the principal amount at maturity. Therefore, the Company believes that the changes in the estimated fair values of these debt securities are related to market fluctuations, as such, there wereno credit losses recognized as of September 30, 2026 and December 31, 2025.

The Company realized net gains on the sales and maturities of available-for-sale securities of $0.2 million and $0.1 million for the three months ended September 30, 2026 and 2025, respectively. The Company realized net gains on the sales and maturities of available-for-sale securities of $0.9 million and $1.4 million for the nine months ended September 30, 2026 and 2025, respectively.

Debt

Based on management’s estimates, the carrying value of the other long-term debt approximates fair value as of September 30, 2026 and December 31, 2025. The estimated fair value of the Company’s senior secured term loans and senior secured notes was approximately $3,707.5 million and $4,668.0 million and the outstanding principal amount was $3,712.0 million and $4,600.0 million as of September 30, 2026 and December 31, 2025, respectively. The Company’s debt is classified as Level 2 in the fair value hierarchy.

Other financial instruments

For all other financial instruments including cash and cash equivalents, accounts receivable, accounts payable, and accrued expenses, the carrying amounts approximate fair value due to the short maturity of those instruments.

NOTE 13 – DERIVATIVE INSTRUMENTS

The Company uses interest rate swap agreements with major financial institutions to manage its exposure to fluctuations in interest rates on its variable-rate debt. Under the agreements, the Company makes interest payments based on the variable rate associated with the debt and periodically settled with its counterparties for the difference between the rate paid and the fixed rate. The Company elected not to apply hedge accounting to these instruments; therefore, mark-to-market changes are included in interest expense on the condensed consolidated statements of operations.

The following table summarizes the Company’s outstanding interest rate swap agreements:

The following table summarizes the fair value and balance sheet classification of the Company's outstanding interest rate swap agreements (in millions):

Changes in fair value were recorded as interest expense in the condensed consolidated statements of operations. During the three months ended September 30, 2026 and 2025, the Company recorded a reduction of interest expense of $20.5 million and an increase to interest expense of $1.0 million, respectively. During the nine months ended September 30, 2026 and 2025, the Company recorded a reduction of interest expense of $37.6 million and an increase to interest expense of $7.7 million, respectively.

NOTE 14 – OTHER COMPREHENSIVE INCOME (LOSS)

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

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

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

NOTE 15 – STOCK COMPENSATION PROGRAM

On July 26, 2024, the Company’s Board of Directors approved and adopted the Second Amended and Restated GMR Solutions Inc. 2015 Stock Incentive Plan (the “2015 Equity Plan”). The 2015 Equity Plan authorizes equity awards to be granted to management and other personnel and key service providers. Awards granted under the plan include restricted and performance stock units, in addition to both time-based and performance-based stock option awards. The total number of shares of common stock authorized for issuance under the 2015 Equity Plan is 53.9 million shares. As of September 30, 2026, a total of 23.7 million equity awards were issued and outstanding.

Effective May 12, 2026, the Company’s Board of Directors and its majority stockholder adopted and approved the GMR Solutions Inc. 2026 Equity Incentive Plan (the “2026 Equity Plan”). The 2026 Equity Plan authorizes equity awards to be granted to management and other personnel and key service providers. Awards granted under the plan include restricted stock units and time-based stock option awards. The total number of shares of common stock authorized for issuance under the 2026 Equity Plan is 22.5 million. As of September 30, 2026, a total of 7.5 million equity awards were issued and outstanding. Concurrent with the adoption of the 2026 Equity Plan, the 2015 Equity Plan was frozen and no further awards will be granted under the 2015 Equity Plan. All outstanding awards under the 2015 Equity Plan will, however, continue to be governed by the existing terms of the plan and the applicable award agreements.

Under the 2015 Equity Plan, restricted stock units generally vest based on the satisfaction of both a liquidity event requirement, as defined in the 2015 Equity Plan, as amended, and continued service over three years in equal increments of 33 1/3% on each anniversary of the grant. The performance stock units vest based on the satisfaction of a liquidity event requirement, the achievement of certain performance targets at the time of the liquidity event, as defined in the 2015 Equity Plan, and continued service ofthree years or up to the time of the liquidity event, whichever occurs earlier. A portion of the performance stock unit awards may be cash-settled subject to the achievement of certain performance targets at December 31, 2026, as defined in the 2015 Equity Plan, not to exceed a total settlement of $50.0 million. As of September 30, 2026 and December 31, 2025, a liability of $38.4 million and $50.0 million, respectively, was recorded in other accrued liabilities and other long-term liabilities, respectively, on the condensed consolidated balance sheets for cash-settled performance stock units based on current estimates of achievement of performance targets.

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

The Company recognized a net stock-based employee compensation benefit of $1.4 million and expense of $5.8 million for the three months ended September 30, 2026 and 2025, respectively, and stock-based employee compensation expense of $131.1 million and $11.4 million for the nine months ended September 30, 2026 and 2025, respectively. The net benefit for the three months ended September 30, 2026 related to a reduction to cash-settled performance stock units liability of $11.6 million, offset by expense recognized related to new grants under the 2026 Equity Plan. The expense for the nine months ended September 30, 2026 related primarily to the vesting of the restricted stock units and certain non-cash settled performance stock units issued under the 2015 Equity Plan, based on the consummation of the IPO and achievement of certain performance targets on such date, as applicable, in addition to new awards granted under the 2026 Equity Plan, partially offset by the $11.6 million reduction to cash-settled performance stock units liability.

No expense has been recorded with respect to certain non-cash settled performance stock units, and performance-based stock options, as those awards have vesting conditions that are subject to the achievement of a liquidity event, as defined in our 2015 Equity Plan. This liquidity event condition, specific to these performance awards, is not treated as probable of occurring until the event transpires. As of September 30, 2026, the Company had $114.3 million of total unrecognized compensation cost related to all stock awards. A Monte Carlo valuation is utilized to estimate unrecognized compensation for performance-based stock options and intrinsic value at the date of grant is used to estimate unrecognized compensation related to restricted and performance stock units.

On October 13, 2026, the Company granted Founders Day Equity Awards to eligible employees under the Founders Day Equity Award Program. The awards are payable from a fixed pool of approximately 12.3 million shares of the Company’s Class A common stock authorized in connection with the Company's initial public offering. Eligible employees were assigned to one of three tiers, each representing the right to receive a specified minimum number of shares upon settlement.

The awards cliff vest on May 12, 2029, subject to continued full-time employment through that date, unless determined by the plan administrator in its sole discretion. Awards forfeited before the vesting date remain in the fixed award pool and are reallocated among the remaining eligible participants in accordance with the terms of the program. Based on the grant date fair value of the awards, the Company expects to recognize approximately $130.6 million over the requisite service period, ending May 12, 2029.

NOTE 16 – INSURANCE RESERVES

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

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

NOTE 17 – LEGAL MATTERS

The Company is involved in certain litigation arising in the ordinary course of business. Management believes the outcome of these legal proceedings will not have a material adverse impact on its financial condition, results of operations or liquidity.

NOTE 18 – RELATED-PARTY TRANSACTIONS

On April 28, 2015, investment funds affiliated with Kohlberg Kravis Roberts & Co. L.P. (“KKR”) acquired 100% of the equity interest of the Company. The Company executed a monitoring agreement with KKR, which became effective on April 28, 2015. Upon the consummation of the IPO on May 14, 2026, the monitoring agreement was terminated.

Pursuant to the monitoring agreement, the Company incurred an advisory fee equal to 1% of EBITDA for the prior fiscal year with KKR. The Company did not incur an advisory fee for the three months ended September 30, 2026, compared to $2.7 million of advisory fees for the same prior year period. The Company incurred an advisory fee of $12.3 million for the nine months ended September 30, 2026, compared to $8.1 million of advisory fees for the same prior year period. The fees are included in the “Other operating expenses” caption on the condensed consolidated statements of operations.

Additionally, KKR Capital Markets LLC (“KCM”), an affiliate of KKR, provided for the arrangement and syndication of certain debt and equity arrangements. The Company incurred $2.8 million and $8.2 million of commission fees with KCM

during the three and nine months ended September 30, 2026, respectively, in connection with the IPO on May 14, 2026 and debt repricing on September 17, 2026. The Company incurred $11.7 million in fees with KCM during each of the three and nine months ended September 30, 2025, in connection with the arrangement and syndication of the exchange of its outstanding 9.50% Senior Secured PIK Notes due 2028, the amendment of the ABL Facility credit agreement, and the A&R First Lien Credit Agreement and borrowed first lien term loans on September 19, 2025.

In connection with the acquisition of AMR in 2018, we entered into an indemnification agreement with KKR North America Fund XI (AMG) LLC pursuant to which we agreed to indemnify affiliates of KKR that at any time hold our common equity (and their affiliates and certain other persons) against liabilities that may arise out of any breach by us of a consent decree we entered into with the Federal Trade Commission, and to advance expenses incurred as a result of any proceeding against them as to which they could be indemnified.

NOTE 19 – INCOME TAXES

The effective tax rate for the three months ended September 30, 2026 differed from the Federal statutory rate primarily due to state and local income taxes, non-deductible executive compensation, and a current year benefit related to the settlement of equity awards. The effective tax rate for the three months ended September 30, 2025 differed from the Federal statutory rate primarily due to state and local income taxes and an increase in the valuation allowance.

The effective tax rate for the nine months ended September 30, 2026 differed from the Federal statutory rate primarily due to state and local income taxes, non-deductible executive compensation and a current year benefit related to the settlement of equity awards. The effective tax rate for the nine months ended September 30, 2025 differed from the Federal statutory rate primarily due to state and local income taxes and an increase in the valuation allowance.

NOTE 20 – TAX RECEIVABLE AGREEMENT

The Company expects to utilize certain pre-IPO tax assets including federal net operating losses, deferred interest deductions, tax basis in amortizable or depreciable assets, and certain deductible expenses attributable to the transactions related to the IPO (the “Pre-IPO Tax Benefits”) that arose prior to or in connection with the IPO, which tax benefits are expected to reduce the Company’s future income tax payments.

In connection with the IPO, we entered into a Tax Receivable Agreement (“TRA”) with certain stockholders and members of management that elected to become parties to the TRA (“Management party participants”) (collectively, “TRA parties”). The TRA will provide for the payment by the Company of 85% of the benefits, if any, that the Company or its subsidiaries actually realize, or are deemed to realize, as a result of savings in U.S. federal, state, and local income taxes attributable to the Company’s and its subsidiaries’ utilization of the Pre-IPO Tax Benefits. The Company expects to benefit from the remaining 15% of cash tax benefits, if any, it realizes from the Pre-IPO Tax Benefits.

Management party participants are entitled to receive TRA payments on their management TRA interests only if they satisfy the service condition set forth in the agreement, which requires employment with the Company for at leastone day during the year in which the TRA payment is paid. Amounts forfeited by management party participants are reallocated to participating stockholders in accordance with the terms of the TRA. Such forfeitures do not reduce the aggregate payment obligation of the Company under the TRA.

At the IPO date, the Company recorded a TRA liability for the estimated future payments expected to be made under the agreement. The initial liability was measured using a mirror approach based on the tax benefits expected to be realized from the covered tax attributes and was recorded on an undiscounted basis. Because the TRA results in a non-income tax

related liability resulting from a transaction with stockholders, the offsetting entry was recorded to additional paid-in-capital.

The TRA liability is remeasured at each reporting date based on management’s estimate of future tax benefits expected to be realized from the covered tax attributes. Changes in the estimated liability may result from changes in anticipated taxable income, tax rates, utilization of tax attributes, valuation allowance assessments, or other factors affecting the realization of the underlying tax benefits.

Subsequent changes in the estimated TRA liability attributable to participating stockholders are recognized within operating expenses. Changes attributable to management party participants are recognized within compensation expense. During the service period, management evaluates the probability of satisfaction of the service condition by management party participants when determining the allocation of future payments between stockholder and management party participant interests.

The associated deferred tax assets are computed by applying the applicable statutory tax rates to the underlying tax attributes. As of September 30, 2026, these deferred tax assets are estimated to be $701.1 million. The associated deferred tax assets are presented net of the valuation allowance. As of September 30, 2026, the valuation allowance is estimated to be $147.2 million, resulting in net deferred tax assets of $553.9 million. The TRA liability is computed as 85% of the applicable deferred tax assets, net of valuation allowance. As of September 30, 2026, the Company recorded a TRA liability of $470.8 million. During the three months ended September 30, 2026, the Company recognized $2.2 million of operating expense and $0.1 million of compensation expense related to the TRA.

The changes to the Company’s estimated TRA liability as of September 30, 2026 were as follows (in thousands):

Beginning with the 2026 taxable year, annual TRA payments are generally determined following the filing of the applicable income tax returns based on the tax benefits actually utilized by the Company during the taxable year. For purposes of the TRA, the cash tax benefits will be computed by comparing the Company’s actual income tax liability to the amount of such taxes that the Company would have been required to pay had it not been able to utilize the Pre-IPO Tax Benefits.

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

The term of the TRA will continue until all Pre-IPO Tax Benefits have been utilized, or deemed utilized, or expired. In the event of certain changes of control, certain material breaches of the TRA by the Company, or an insolvency event, the calculation of certain future payments made under the TRA will utilize certain valuation assumptions, including that the Company will have sufficient taxable income to fully utilize Pre-IPO Tax Benefits.

NOTE 21 – SEGMENTS

Business segments are defined as components of an enterprise about which discrete financial information is available that is evaluated regularly by the chief operating decision maker in deciding how to allocate resources and in assessing operating performance. Based on the way the Company manages its business, as a nationally integrated air and ground mobile patient care provider, the Company has determined that it currently operates withone reportable segment. This conclusion is supported by the Company’s operational structure, which includes corporate development, operations, and administrative functions focused on the entire integrated platform rather than on individual service offerings. Further, the Company’s chief operating decision maker, the chief executive officer, primarily reviews net income (loss) and total assets in assessing operating performance and allocating resources. Segment net income (loss), including significant segment expenses, and segment total assets provided to the Chief Operating Decision Maker are consistent with those presented in the condensed consolidated statements of operations and condensed consolidated balance sheets, respectively.