Strata Critical Medical, Inc.

Previous wording

This Quarterly Report on Form 10-Q may contain “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements can generally be identified using forward-looking terminology, including the terms “believes”, “estimates”, “anticipates”, “expects”, “seeks”, “projects”, “intends”, “plans”, “may”, “will” or “should” or, in each case, their negative or other variations or comparable terminology. These forward-looking statements include all matters that are not historical facts. They appear in several places throughout this report and include statements regarding our intentions, beliefs or current expectations concerning, among other things, results of operations, financial condition, liquidity, prospects, growth, strategies, the markets in which we operate and the development of Electric Vertical Aircraft (“EVA”) technology. Such forward-looking statements are based on available current market material and management’s expectations, beliefs, and forecasts concerning future events impacting us and are inherently subject to significant business, economic and competitive uncertainties and contingencies, many of which are difficult to predict and generally beyond our control. Actual results and the timing of events may differ materially from the results anticipated in these forward-looking statements.

Current wording

This Quarterly Report on Form 10-Q may contain “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements can generally be identified using forward-looking terminology, including the terms “believes”, “estimates”, “anticipates”, “expects”, “seeks”, “projects”, “intends”, “plans”, “may”, “will” or “should” or, in each case, their negative or other variations or comparable terminology. These forward-looking statements include all matters that are not historical facts. They appear in several places throughout this report and include statements regarding our intentions, beliefs or current expectations concerning, among other things, results of operations, financial condition, liquidity, prospects, growth, strategies and the markets in which we operate. Such forward-looking statements are based on available current market material and management’s expectations, beliefs, and forecasts concerning future events impacting us and are inherently subject to significant business, economic and competitive uncertainties and contingencies, many of which are difficult to predict and generally beyond our control. Actual results and the timing of events may differ materially from the results anticipated in these forward-looking statements.

Previous wording

•our reliance on contractual relationships with certain transplant centers, hospitals and Organ Procurement

Current wording

•our reliance on contractual relationships with certain transplant centers, hospitals and Organ Procurement Organizations;

Previous wording

•our ability to identify, complete and successfully integrate future acquisitions;

Current wording

•our ability to successfully integrate Keystone and to identify, complete and successfully integrate future acquisitions;

Previous wording

•the other factors described elsewhere in our Annual Report on Form 10-K for the year ended December 31, 2024, included under the headings “Risk Factors,” “Management’s Discussion and Analysis of Financial Condition” or as described in the other documents and reports we file with the SEC.

Current wording

•the other factors described elsewhere in this Quarterly Report on Form 10-Q and our Annual Report on Form 10-K for the year ended December 31, 2024, included under the headings “Risk Factors,” “Management’s Discussion and Analysis of Financial Condition” or as described in the other documents and reports we file with the SEC.

Previous wording

On August 1, 2025, the Company entered into an Equity Purchase Agreement (the “Purchase Agreement”) among the Company, Trinity Medical Intermediate II, Inc., a Delaware corporation and wholly owned subsidiary of the Company, Blade Urban Air Mobility, Inc., a Delaware corporation and wholly owned subsidiary of the Company, Joby Aviation, Inc., a Delaware corporation (“Joby Aviation”), and Joby Aero, Inc., a Delaware corporation and wholly owned subsidiary of Joby Aviation (the “Joby Buyer”), pursuant to which, following a series of restructuring activities designed to separate Blade’s Passenger business from the rest of the Company’s businesses, the Joby Buyer will acquire the Blade Passenger business. The Passenger business acquired by the Joby Buyer pursuant to the Purchase Agreement shall consist of Blade’s business of offering, selling, promoting, marketing, planning, booking, brokering, coordinating and arranging the transportation of passengers on aircraft operated by other entities and related ground transportation services. The consideration to be paid to the Company will be comprised of up to $125 million in cash or shares of Joby Aviation’s common stock, par value $0.0001 per share (the “Buyer Shares”), at the Joby Buyer’s option, of which the Company will receive $90 million upon the consummation of the transactions contemplated by the Purchase Agreement (the “Closing”), subject to certain adjustments and customary indemnity holdbacks as described in the Purchase Agreement, and up to $35.0 million (the “earn out”) to be received upon the satisfaction of certain employee retention and financial performance targets described in the Purchase Agreement during the 18 and 12 months, respectively, following the Closing. The number of Buyer Shares issued to the Company, if any, shall be based on the average of the daily volume-weighted average sales price per Buyer Share on the New York Stock Exchange for each of the ten consecutive trading days ending on and including the first trading day preceding the date of Closing or, with respect to the earn out, the applicable measurement dates described in the Purchase Agreement. The consummation of the transactions contemplated by the Purchase Agreement, including the transactions contemplated by certain ancillary agreements described therein are subject to the satisfaction or waiver of certain closing conditions.

Current wording

On August 29, 2025, the Company completed the previously disclosed sale of its Passenger business to Joby Aero, Inc. (“Joby Buyer”), pursuant to an Equity Purchase Agreement, dated August 1, 2025 (the “Joby Purchase Agreement”). The Passenger business acquired by the Joby Buyer pursuant to the Joby Purchase Agreement consisted of the Company’s business of offering, selling, promoting, marketing, planning, booking, brokering, coordinating and arranging the transportation of passengers on aircraft operated by other entities and related ground transportation services. The purchase price received by the Company upon the consummation of the transactions contemplated by the Joby Purchase Agreement was approximately $76.0 million based on the closing price per share of $14.27 of Joby Aviation Inc’s (“Joby Aviation”) common stock as of August 28, 2025), after giving effect to certain pre-closing adjustments and indemnity holdbacks pursuant to the terms of the Joby Purchase Agreement, consisting of 5,325,585 shares of Joby Aviation’s common stock, par value $0.0001 per share (the “Buyer Shares”). The Company subsequently sold the Buyer Shares received in connection with closing for net proceeds of $70.2 million. The Company may receive up to an additional $35.0 million in consideration upon the satisfaction of certain financial performance and employee retention targets described in the Joby Purchase Agreement during the 12 and 18 months, respectively, following the closing of this transaction, payable in cash or Buyer Shares at Joby Buyer’s election, as well as the release of up to $10.0 million in indemnity holdbacks. The number of Buyer Shares issued to the Company, if any, shall be based on the average of the daily volume-weighted average sales price per Buyer Share on the New York Stock Exchange for each of the ten consecutive trading days ending on and including the first trading day preceding the applicable measurement dates described in the Joby Purchase Agreement.

Previous wording

The sale, if consummated, is expected to qualify as a discontinued operation under ASC 205-20 and would be reflected as such in future financial statements upon closing. The Passenger business acquired by the Joby Buyer includes all operations currently reported within the Passenger segment, as well as certain assets and activities currently reported within unallocated corporate expenses and software development. These include certain software development personnel, Company CEO related costs and headquarter lease costs.

Current wording

The sale qualified as a discontinued operation under ASC 205-20. The Passenger business acquired by Joby Buyer included all operations previously reported within the Passenger segment, as well as certain assets and activities currently reported within unallocated corporate expenses and software development, including certain costs related to software development personnel, the Company’s former CEO and headquarter lease.

Previous wording

Blade leverages an asset-light business model: we primarily utilize aircraft that are owned and/or operated by third parties on Blade’s behalf. In these arrangements, pilots, maintenance, hangar, insurance, and fuel are all costs borne by our network of operators, which provide aircraft flight time to Blade at fixed hourly rates. This enables our operator partners to focus on training pilots, maintaining aircraft and flying, while we maintain the relationship with our customer from booking through flight arrival. For flights offered for sale by-the-seat, Blade schedules flights based on demand analysis and takes the economic risk of aggregating fliers to optimize flight profitability, providing predictable margins for our operators.

Current wording

Strata leverages an asset-light air logistics business model: we primarily utilize aircraft that are owned and/or operated by third parties on Strata’s behalf. In these arrangements, pilots, maintenance, hangar, insurance, and fuel are all costs borne by our network of operators, which provide aircraft flight time to Strata at fixed hourly rates. This enables our operator partners to focus on training pilots, maintaining aircraft and flying, while we maintain the relationship with our customer from booking through flight arrival.

Previous wording

When utilizing third-party aircraft and/or aircraft operators, we typically pre-negotiate fixed hourly rates and flight times, paying only for flights actually flown, creating a predictable and flexible cost structure. Blade provides guaranteed flight commitments to some of our third-party operators through capacity purchase agreements (“CPAs”), which enable Blade to ensure dedicated access to such aircraft with enhanced crew availability, lower costs and, in many cases, the ability to unlock more favorable rates when flying more than the minimum number of hours we guarantee to the operator. Additionally, a significant portion of Blade trips are flown by safety-vetted operators to whom Blade makes no commitments, providing us with additional flexible capacity for high demand periods.

Current wording

When utilizing third-party aircraft and/or aircraft operators, we typically pre-negotiate fixed hourly rates and flight times, paying only for flights actually flown, creating a predictable and flexible cost structure. Strata provides guaranteed flight commitments to some of our third-party operators through capacity purchase agreements (“CPAs”), which enable Strata to ensure dedicated access to such aircraft with enhanced crew availability, lower costs and, in many cases, the ability to unlock more favorable rates when flying more than the minimum number of hours we guarantee to the operator. Additionally, a significant portion of trips are flown by safety-vetted operators to whom we make no commitments, providing us with additional flexible capacity for high demand periods.

Previous wording

Over the course of 2024, we acquired ten fixed wing aircraft that are currently dedicated to the Medical segment. We made the decision to invest in a limited number of owned aircraft based in high-volume geographies as we believe direct asset ownership will enable (i) improved economies of scale; (ii) increased uptime, enabling more reliable service and higher asset utilization; and (iii) the ability to compete for certain contracts where asset ownership is preferred or required. All of these aircraft are operated and maintained by third-party service providers under Blade’s oversight. We prioritize the use of owned aircraft and dedicated aircraft under CPAs, which provide better economies of scale. We size our owned fleet and our commitments under CPAs significantly below our expected demand, enabling us to maximize utilization on those aircraft while fulfilling incremental demand through our network of non-dedicated operators. As part of our broader Medical segment, we also provide technology-enabled solutions to help transplant centers and organ procurement organizations streamline organ evaluation and logistics. This service enhances the efficiency and cost-effectiveness of organ placement, further strengthening our position in the organ transportation industry.

Current wording

Over the course of 2024, we acquired ten fixed wing aircraft. We made the decision to invest in a limited number of owned aircraft based in high-volume geographies as we believe direct asset ownership will enable (i) improved economies of scale; (ii) increased uptime, enabling more reliable service and higher asset utilization; and (iii) the ability to compete for certain contracts where asset ownership is preferred or required. All of these aircraft are operated and maintained by third-party service providers under Strata’s oversight. We prioritize the use of owned aircraft and dedicated aircraft under CPAs, which provide better economies of scale. We size our owned fleet and our commitments under CPAs significantly below our expected demand, enabling us to maximize utilization on those aircraft while fulfilling incremental demand through our network of non-dedicated operators.

Previous wording

Ability to Attract and Retain Customers in our MediMobility Organ Transport and Jet and Other Product Lines

Current wording

Ability to Attract and Retain Customers

Previous wording

Our MediMobility Organ Transport product line primarily serves transplant centers, organ procurement organizations and hospitals (collectively, “Medical Customers”). Transportation for the hearts, lungs and livers that make up the vast majority of this product line is typically requested only hours before the required departure time. Our ability to successfully fulfill these requests with consistent pricing on the requested aircraft type, be it jet, turboprop or helicopter, is the primary metric by which Medical Customers evaluate our performance.

Current wording

We primarily serve transplant centers, organ procurement organizations and hospitals. Logistics for the hearts, lungs and livers that make up the vast majority of our business is typically requested only hours before the required departure time. Our ability to successfully fulfill these requests with consistent pricing on the requested aircraft type is the primary metric by which our customers evaluate our logistics performance.

Previous wording

The organ transportation market is highly competitive and we compete for organ transportation business primarily on our ability to provide reliable, end-to-end air and ground transportation at competitive pricing. Increasingly, we compete directly with manufacturers of organ preservation equipment that also offer transportation or with providers that offer additional services, such as surgical organ recovery, that our customers find valuable. We may face increased competition as our Medical Customers may prefer a streamlined logistics offering. We have responded to customer demand by introducing new services, such as our TOPS offering, whereby we assist customers in evaluating the suitability of potential donor organs for transplant, but they may demand services or technology that we cannot provide, which could have a material adverse effect on our business, results of operations, and financial condition.

Current wording

We have responded to customer demand by introducing new services through our acquisition of Keystone, which enabled us to provide surgical recovery, NRP and other related clinical services as part of an end-to-end offering. We have also added new offerings organically, such as our TOPS organ placement offering, whereby we assist customers in evaluating the suitability of potential donor organs for transplant. However, customers may still demand services or technology that we cannot provide, which could have a material adverse effect on our business, results of operations, and financial condition.

Previous wording

Historically, our significant demand for both Passenger and MediMobility Organ Transport flight capacity has been enough to incentivize operators to provide aircraft and crews for our use. However, there is no guarantee that we will continue to be able to secure dedicated aircraft at favorable rates, particularly given significant increases in demand for private jet aircraft in the United States in recent years. Periods of increased demand for private jets have historically led to increased charter costs and more limited availability in the spot jet charter market. Although this has not limited our ability to maintain or increase our access to dedicated jet aircraft at fixed prices in recent periods, jet charter, which makes up the majority of our Jet and Other product line, is highly competitive and volumes and pricing have historically been significantly influenced by overall market supply and demand.

Current wording

Historically, our ability to aggregate significant demand for flights has been enough to incentivize operators to provide aircraft and crews for our use. However, there is no guarantee that we will continue to be able to secure dedicated aircraft at favorable rates, particularly given significant increases in demand for private jet aircraft in the United States in recent years. Periods of increased demand for private jets have historically led to increased charter costs and more limited availability in the spot jet charter market. Although this has not limited our ability to maintain or increase our access to dedicated jet aircraft at fixed prices in recent periods, there is no guarantee this will continue in the future.

Previous wording

We have historically passed through cost inflation to customers and most contracts with our MediMobility Organ Transport customers automatically pass through any fuel surcharges, but there is no guarantee this will continue in the future.

Current wording

We have historically passed through cost inflation to customers and most logistics contracts with customers automatically pass through any fuel surcharges, but there is no guarantee this will continue in the future.

Previous wording

Historically, seasonality in our MediMobility Organ Transport product line has not been significant, though our trip volumes are correlated with the overall supply of donor hearts, livers and lungs in the United States, which can be volatile due to a variety of factors.

Current wording

Our trip volumes are correlated with the overall supply of donor hearts, livers and lungs in the United States, which can be volatile due to a variety of factors. Over the last several years, industry transplant volumes exhibited modest seasonal softness in the calendar third quarter.

Previous wording

MediMobility Organ Transport products are typically purchased through our medical logistics coordinators and are paid for principally via checks and wires. Payments are generally collected after the performance of the related service in accordance with the client’s payment terms. The revenue is recognized when the service is completed.

Current wording

Services are typically purchased through our coordinators and are paid for principally via checks and wires. Logistics servicers are typically provided and billed on a fee-for-service basis, clinical services are provided and billed on both fee-for-service and retainer basis. Payments are generally collected after the performance of the related service in accordance with the client’s payment terms. A fee-for-service revenue is recognized when the service is completed, retainer revenue is recognized over the retainer contractual term.

Previous wording

General and administrative expenses consist primarily of staff costs including stock-based compensation, intangibles amortization, depreciation, establishment costs, impairment of intangible assets, directors and officers insurance costs, pilot training costs for owned aircraft, professional fees and credit card processing fees.

Current wording

General and administrative expenses consist primarily of staff costs including stock-based compensation, intangibles amortization, depreciation, establishment costs, impairment of intangible assets, insurance costs, pilot training costs for owned aircraft and professional fees.

Previous wording

For the three months ended June 30, 2025 and 2024, cost of revenue increased by $1.5 million, or 2.9% from $51.6 million during 2024 to $53.1 million in 2025, primarily driven by increased revenue.

Current wording

For the three months ended September 30, 2025 and 2024, cost of revenue increased by $9.1 million, or 32.0%, from $28.6 million during 2024 to $37.7 million in 2025, primarily driven by increased revenue.

Previous wording

For the six months ended June 30, 2025 and 2024, cost of revenue increased by $2.4 million or 2.6%, from $93.0 million during 2024 to $95.4 million during 2025 driven by increased revenue.

Current wording

For the nine months ended September 30, 2025 and 2024, cost of revenue increased by $15.0 million, or 17.5%, from $85.9 million during 2024 to $100.9 million during 2025 driven by increased revenue.

Previous wording

Cost of revenue as a percentage of revenues decreased by 1 percentage point from 76% in 2024 to 75% in 2025 driven by revenue growth in Europe Short Distance that exceeded cost increases due to operational leverage following the reorganization implemented in the fourth quarter of 2024. This was partially offset by reduced US Short Distance demand and load factors and elevated maintenance and pilot costs relative to the prior year period for our owned fleet utilized by the Medical segment.

Current wording

Cost of revenue as a percentage of revenues decreased by 1 percentage points from 78% in 2024 to 77% in 2025 attributable primarily to improved operational leverage in ground services with expansion of ground hub, partially offset by elevated maintenance and pilot costs relative to the prior year period for our owned fleet.

Previous wording

For the three months ended June 30, 2025 and 2024, general and administrative expense decreased by $(5.0) million, or (19.9)%, from $25.1 million during 2024 to $20.1 million in 2025.

Current wording

For the three months ended September 30, 2025 and 2024, general and administrative expense increased by $2.4 million, or 17.5%, from $13.9 million during 2024 to $16.3 million in 2025.

Previous wording

For the six months ended June 30, 2025 and 2024, general and administrative expense decreased by $(4.9) million or (11.5)%, from $42.3 million during 2024 to $37.5 million in 2025.

Current wording

For the nine months ended September 30, 2025 and 2024, general and administrative expense increased by $3.8 million or 9.7%, from $39.1 million during 2024 to $43.0 million in 2025.

Previous wording

For the three months ended June 30, 2025, total other non-operating income consisted of: (i) $1.2 million interest income, attributable to our short-term investments and our money market funds in the current year period, lower interest income is attributable to lower invested balances compared to the prior year period; and (ii) $0.1 million non-cash gain due to fair value revaluation of warrant liabilities as the value of the warrant liabilities fluctuates with the warrants’ market price.

Current wording

For the three months ended September 30, 2025, total other non-operating income consisted primarily of: (i) $1.1 million interest income, attributable to our short-term investments and our money market funds in the current year period (lower interest income is attributable to lower invested balances compared to the prior year period); and a (ii) $(5.2) million realized loss on the sale of securities received as consideration in the Passenger business divestiture.

Previous wording

For the three months ended June 30, 2024, total other non-operating income consisted of: (i) $1.8 million interest income, attributable to our short-term investments and our money market funds; and (ii) $0.9 million non-cash loss due to fair value revaluation of warrant liabilities as the value of the warrant liabilities fluctuates with the warrants’ market price.

Current wording

For the three months ended September 30, 2024, total other non-operating income consisted of: (i) $1.8 million interest income, attributable to our short-term investments and our money market funds; and (ii) $(0.3) million non-cash loss due to fair value revaluation of warrant liabilities as the value of the warrant liabilities fluctuates with the warrants’ market price.

Previous wording

For the six months ended June 30, 2025, total other non-operating income consists of: (i) $2.5 million interest income, attributable to our short-term investments and our money market funds in the current year period, lower interest income is attributable to lower invested balances compared to the prior year period;; and (ii) $2.8 million non-cash gain due to fair value revaluation of warrant liabilities as the value of the warrant liabilities fluctuates with the warrants’ market price.

Current wording

For the nine months ended September 30, 2025, total other non-operating income consists of: (i) $3.6 million interest income, attributable to our short-term investments and our money market funds in the current year period (lower interest income is attributable to lower invested balances compared to the prior year period); (ii) $2.9 million non-cash gain due to fair value revaluation of warrant liabilities as the value of the warrant liabilities fluctuates with the warrants’ market price; and a (iii) $(5.2) million realized loss on the sale of securities received as consideration in the Passenger business divestiture.

Previous wording

Consolidated Net Loss, Adjusted EBITDA, Gross Profit, Flight Profit, Gross Margin, and Flight Margin

Current wording

Net loss from Continuing Operations, Adjusted EBITDA, Gross Profit, Flight Profit, Gross Margin, and Flight Margin

Previous wording

The following table presents our consolidated Net Loss, Adjusted EBITDA, Gross Profit, Flight Profit, Gross Margin and Flight Margin results:

Current wording

The following table presents our condensed consolidated results on a continuing operations basis for net loss from continuing operations, Adjusted EBITDA, Gross Profit, Flight Profit, Gross Margin and Flight Margin results:

Previous wording

Net Loss improved by $7.6 million for the three months ended June 30, 2025 from $11.3 million in the same period of 2024 to $3.7 million in 2025. See Results of Operations for further discussion.

Current wording

Net loss from continuing operations increased by $(4.0) million for the three months ended September 30, 2025 from $(5.6) million in the same period of 2024 to $(9.7) million in 2025. See “Results of Operations” above for further discussion.

Previous wording

Flight Profit increased by $1.4 million or 8.5% for the three months ended June 30, 2025 from $16.4 million in the same period of 2024 to $17.7 million in 2025 attributable to a 4.2% increase in revenue coupled with higher Flight Margin (as discussed below).

Current wording

Flight Profit increased by $4.1 million, or 54.7%, for the three months ended September 30, 2025 from $7.5 million in the same period of 2024 to $11.6 million in 2025 attributable to a 36.7% increase in revenue coupled with higher Flight Margin (as discussed below).

Previous wording

Gross Margin increased from 16.7% in the three months ended June 30, 2024 to 18.2% in the same period of 2025.

Current wording

Gross Margin increased from 15.0% in the three months ended September 30, 2024 to 19.4% in the same period of 2025.

Previous wording

Net Loss improved by $8.3 million for the six months ended June 30, 2025 from $(15.6) million in the same period of 2024 to $(7.2) million in 2025. See Results of Operations for further discussion.

Current wording

Net loss from continuing operations increased by $5.9 million for the nine months ended September 30, 2025 from $(8.7) million in the same period of 2024 to $(14.7) million in 2025. See “Results of Operations” above for further discussion.

Previous wording

Flight Profit increased by $3.2 million or 12.2% for the six months ended June 30, 2025 from $26.5 million in the same period of 2024 to $29.7 million in 2025 attributable to a 4.7% increase in revenue coupled with higher Flight Margin (as discussed below).

Current wording

Flight Profit increased by $4.9 million, or 19.9%, for the nine months ended September 30, 2025 from $24.6 million in the same period of 2024 to $29.5 million in 2025 attributable to an 18.0% increase in revenue coupled with slightly higher Flight Margin (as discussed below).

Previous wording

Certain non-GAAP measures included in this segment results of operations review have been derived from amounts calculated in accordance with GAAP but are not themselves GAAP measures. Blade believes that the non-GAAP measures discussed below, viewed in addition to and not in lieu of our reported U.S. GAAP results, provide useful information to investors by providing a more focused measure of operating results, enhance the overall understanding of past financial performance and future prospects, and allow for greater transparency with respect to key metrics used by management in its financial and operational decision making. The non-GAAP measures presented herein may not be comparable to similarly titled measures presented by other companies. These include Adjusted EBITDA, Flight Profit, and Flight Margin, which we define, explain the use of and reconcile to the nearest GAAP financial measure below.

Current wording

Certain non-GAAP measures included in this results of operations review have been derived from amounts calculated in accordance with GAAP but are not themselves GAAP measures. Strata believes that the non-GAAP measures discussed below, viewed in addition to and not in lieu of our reported U.S. GAAP results, provide useful information to investors by providing a more focused measure of operating results, enhance the overall understanding of past financial performance and future prospects, and allow for greater transparency with respect to key metrics used by management in its financial and operational decision making. The non-GAAP measures presented herein may not be comparable to similarly titled measures presented by other companies. These include Adjusted EBITDA, Flight Profit, and Flight Margin, which we define, explain the use of and reconcile to the nearest GAAP financial measure below.

Previous wording

Adjusted EBITDA is defined as net loss adjusted to exclude (1) depreciation and amortization, (2) stock-based compensation, (3) change in fair value of warrant liabilities, (4) interest income and expense, (5) income tax, (6) realized gains and losses on short-term investments, (7) impairment of intangible assets and (8) certain other non-recurring items (shown below) that management does not believe are indicative of ongoing Company operating performance and would impact the comparability of results between periods.

Current wording

Adjusted EBITDA is defined as net loss from continued operations adjusted to exclude (1) depreciation and amortization, (2) stock-based compensation, (3) change in fair value of warrant liabilities, (4) interest income (5) income tax, (6) realized gains and losses on short-term investments, (7) impairment of intangible assets and (8) certain other non-recurring items (shown below) that management does not believe are indicative of ongoing Company operating performance and would impact the comparability of results between periods.

Previous wording

(1) Includes legal advocacy fees that we do not consider representative of legal and regulatory advocacy costs that we will incur from time to time in the ordinary course of our business. For the three and six months ended June 30, 2025 and 2024 these costs were related primarily to the Drulias lawsuit (see “— Legal and Environmental” within Note 7).

Current wording

(2) Includes legal expenses and advocacy fees that we do not consider representative of legal and regulatory advocacy costs that we will incur from time to time in the ordinary course of our business. For the three and nine months ended September 30, 2025 and 2024 these costs were related primarily to the Drulias lawsuit (see “— Legal and Environmental” within Note 9 to the unaudited interim condensed consolidated financial statements included in this Quarterly Report on Form 10-Q).

Previous wording

Flight Profit is calculated as revenue less cost of revenue. Flight Margin is calculated as Flight Profit divided by revenue. Flight Profit and Flight Margin are measures that management uses to assess the performance of the business. Blade believes that Flight Profit and Flight Margin provide a useful measure of the profitability of the Company's flight and ground operations, as they focus solely on the non-discretionary direct costs associated with generating revenue such as third party variable costs and costs of owning and operating Blade’s owned aircraft.

Current wording

Flight Profit is calculated as revenue less cost of revenue. Flight Margin is calculated as Flight Profit divided by revenue. Flight Profit and Flight Margin are measures that management uses to assess the performance of the business. The Company believes that Flight Profit and Flight Margin provide a useful measure of the profitability of the Company's operations, as they focus solely on the non-discretionary direct costs associated with generating revenue.

Previous wording

Gross Profit, which is the most directly comparable GAAP financial measure to Flight Profit, is calculated as revenue less cost of revenue and other costs directly related to revenue generating transactions, including credit card processing fees, depreciation and amortization, direct staff costs including stock-based compensation, commercial costs and establishment costs. Gross Margin is calculated as Gross Profit divided by revenue. The reconciliation of Revenue to Gross Profit and Gross Profit to Flight Profit can be found in the table below.

Current wording

Gross Profit, which is the most directly comparable GAAP financial measure to Flight Profit, is calculated as revenue less cost of revenue and other costs directly related to revenue generating transactions, including depreciation and amortization, direct staff costs including stock-based compensation and commercial costs. Gross Margin is calculated as Gross Profit divided by revenue. The reconciliation of Revenue to Gross Profit and Gross Profit to Flight Profit can be found in the table below.

Previous wording

As of June 30, 2025 and December 31, 2024, we had total liquidity of $113.4 million and $127.1 million, respectively, consisting of cash and cash equivalents of $58.8 million and $18.4 million, respectively, and short-term investments of $54.7 million and $108.8 million, respectively. In addition, as of June 30, 2025 and December 31, 2024, we hadrestricted cash of $1.6 million and $1.3 million, respectively. As of June 30, 2025, $54.7 million of short-term investments consisted of securities that are traded in highly liquid markets.

Current wording

As of September 30, 2025 and December 31, 2024, we had total liquidity of $75.9 million and $124.8 million, respectively, consisting of cash and cash equivalents of $22.8 million and $16.1 million, respectively, and short-term investments of $53.2 million and $108.8 million, respectively. In addition, as of September 30, 2025 and December 31, 2024, we hadrestricted cash of $0.3 million and $0.3 million, respectively. As of September 30, 2025, $53.2 million of short-term investments consisted of securities that are traded in highly liquid markets. The Company had net income of$50.2 million for the nine months ended September 30, 2025. During the nine months ended September 30, 2025, we realized net proceeds of $70.2 million from the sale of Buyer Shares received from the sale of the Passenger business.

Previous wording

With $113.4 million of total liquid funds as of June 30, 2025, we anticipate that we have sufficient funds to meet our current operational needs for at least the next 12 months from the date of filing this Quarterly Report. Although we have not historically sought external sources of financing to help fund our operational needs, we may in the future seek to take advantage of market opportunities to obtain financing on terms we deem attractive.

Current wording

With $75.9 million of total liquid funds as of September 30, 2025, we anticipate that we have sufficient funds to meet our current operational needs for at least the next 12 months from the date of filing this Quarterly Report. Although we have not historically sought external sources of financing to help fund our operational needs, we may in the future seek to take advantage of market opportunities to obtain financing on terms we deem attractive.

Previous wording

As of June 30, 2025, the Company had net working capital of $130.2 million, cash and cash equivalents of $58.8 million and short-term investments of $54.7 million. The Company had net losses of $7.2 million and $15.6 million for the six months ended June 30, 2025 and 2024, respectively.

Current wording

As of September 30, 2025, the Company had net working capital of $94.6 million, cash and cash equivalents of $22.8 million and short-term investments of $53.2 million. The Company had net loss of $17.5 million for the nine months ended September 30,2024.