Strata Critical Medical, Inc.

Previous wording

•our ability to remediate any material weaknesses or maintain effective internal controls over financial reporting;

Current wording

•our ability to maintain effective internal controls over financial reporting;

Previous 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, 2025, 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, 2025, included under the headings “Risk Factors,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations” or as described in the other documents and reports we file with the SEC.

Previous wording

Strata Critical Medical, Inc. (“Strata” or the “Company”) is a time-critical logistics and medical services provider to the United States healthcare industry. The Company operates one of the nation’s largest air transport and surgical services networks for transplant hospitals and Organ Procurement Organizations (“OPOs”), offering an integrated “one call” solution for donor organ recovery. Strata’s core services include air and ground logistics, surgical organ recovery, organ placement and normothermic regional perfusion and preservation for the transplant industry, as well as perfusion staffing and equipment solutions for cardiovascular surgery centers, offered under the Trinity Medical Solutions (“Trinity”) and Keystone brands.

Current wording

Strata Critical Medical, Inc. (“Strata” or the “Company”) is a national provider of time-critical logistics and medical services to the United States healthcare industry. The Company operates one of the largest air transport and surgical services networks for transplant hospitals and Organ Procurement Organizations (“OPOs”), offering an integrated “one call” solution for donor organ recovery. Strata’s core services include air and ground logistics, surgical organ recovery, organ placement and normothermic regional perfusion and preservation for the transplant industry, as well as perfusion staffing, equipment solutions and clinical support for cardiovascular surgery centers. These services were previously offered under the Trinity Medical Solutions (“Trinity”) and Keystone brands, which were rebranded to a unified Strata brand in 2026.

Previous 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 Joby Buyer 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.

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 Joby Buyer 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. During the three months ended September 30, 2026, the Company received $16.6 million in Buyer Shares in settlement of the EBITDA earn-out, 2,419,801 shares, valued at the closing price of $6.84 per share on September 8, 2026. These shares were subsequently sold for net proceeds of $15.3 million. The Company may receive up to an additional $17.5 million in consideration upon the satisfaction of certain employee retention targets described in the Joby Purchase Agreement within 18 months 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

Previous wording

The results of operations through August 29, 2025, the transaction date, reflect the financial results of the Passenger business as discontinued operations. The cash flows and comprehensive income of the Passenger business have not been separately presented and are included in the unaudited interim condensed consolidated statements of cash flows and unaudited interim condensed consolidated statements of comprehensive loss, respectively, for the prior year period. Unless otherwise indicated, the information in the notes to theunaudited interim condensed consolidated financial statements refer only to Strata's continuing operations and do not include discussion of balances or activity of the Passenger business.

Current wording

The results of operations through August 29, 2025, the transaction date, reflect the financial results of the Passenger business as discontinued operations. The cash flows and comprehensive income of the Passenger business have not been separately presented and are included in the unaudited interim condensed consolidated statements of cash flows and unaudited interim condensed consolidated statements of comprehensive (loss) income, respectively, for the prior year period. Unless otherwise indicated, the information in the notes to the unaudited interim condensed consolidated financial statements refers only to Strata's continuing operations and does not include discussion of balances or activity of the Passenger business.

Previous wording

On September 16, 2025, the Company completed the acquisition of Keystone Perfusion Services, LLC (“Keystone”), an organ recovery and normothermic regional perfusion service provider to the transplant industry, pursuant to a Purchase and Sale Agreement, dated September 16, 2025 (the “Keystone Purchase Agreement”), for the following upfront payments: cash $111.3 million (comprised of $67.0 million paid directly to the seller and $44.3 million directed by the seller to other parties on the close date) and 3,434,609 shares of the Company’s common stock (where 1,717,303 were held in escrow at closing). The purchase consideration was subject to adjustment based on Keystone’s actual 2025 Adjusted EBITDA performance. Based on that performance, 675,334 shares were returned from escrow and retired during the three months ended March 31, 2026, reducing the shares remaining in escrow to 1,041,969, the remainder of which is held to cover potential indemnification obligations under the Keystone Purchase Agreement. In addition, total potential earn-out payments of up to $23.0 million in the aggregate for the three-year period from 2026 through 2028 may be made contingent upon Keystone’s achievement of gross profit targets (as defined in the Keystone Purchase Agreement).

Current wording

On September 16, 2025, the Company completed the acquisition of Keystone Perfusion Services, LLC (“Keystone”), an organ recovery and normothermic regional perfusion service provider to the transplant industry, pursuant to a Purchase and Sale Agreement, dated September 16, 2025 (the “Keystone Purchase Agreement”), for the following upfront payments: cash $111.3 million (comprised of $67.0 million paid directly to the seller and $44.3 million directed by the seller to other parties on the close date) and 3,434,609 shares of the Company’s common stock, where 1,717,303 were held in escrow at closing. The purchase consideration was subject to adjustment based on Keystone’s actual 2025 Adjusted EBITDA performance. During the nine months ended September 30, 2026, 1,062,294 of these shares were forfeited to the Company and the remaining 655,009 shares were released to the sellers (subject to a multi-year lockup). Of the forfeited shares, 386,960 remain issued pending cancellation by the transfer agent as of September 30, 2026. In addition, total potential earn-out payments of up to $23.0 million in the aggregate for the three-year period from 2026 through 2028 may be made contingent upon Keystone’s achievement of gross profit targets (as defined in the Keystone Purchase Agreement).

Previous wording

On April 30, 2026, the Company acquired the assets of Ohio Valley Perfusion Associates, Inc. (“OVPA”), a regional provider of perfusion and related clinical services, including extracorporeal membrane oxygenation ("ECMO") and autotransfusion services, to cardiac surgery programs in Ohio and Pennsylvania, for consideration of approximately $1.1 million.

Current wording

On April 30, 2026, the Company acquired the assets of Ohio Valley Perfusion Associates, Inc. (“OVPA”), a regional provider of perfusion and related clinical services, including ECMO and autotransfusion services, to cardiac surgery programs in Ohio and Pennsylvania, for consideration of approximately $1.1 million.

Previous wording

On June 2, 2026, the Company completed the acquisition of 100% of the equity interests of Louisville Perfusion Services, LLC ("LPS"), a regional provider of perfusion and blood management services to cardiac surgery programs in Kentucky, for $16.1 million in cash consideration paid at closing, plus up to an additional $4.1 million in contingent consideration based on the financial performance of LPS during the 12 months following closing.

Current wording

On June 2, 2026, the Company completed the acquisition of 100% of the equity interests of Louisville Perfusion Services, LLC ("LPS"), a regional provider of perfusion and blood management services to cardiac surgery programs in Kentucky, for $16.4 million in cash consideration, plus up to an additional $4.1 million in contingent consideration based on the retention of key clients during the 12 months following closing.

Previous wording

In recent years, the supply of donor organs has increased consistently, driven primarily by (i) increased utilization of Donation after Circulatory Death, which has expanded the pool of eligible donors; (ii) advancements in technology, including machine and regional perfusion; and (iii) regulatory changes enabling more efficient allocation of organs to recipients with higher need. However, there is no guarantee that this growth will continue, for example, recent months have shown a flattening in the number of deceased organ donors in America.

Current wording

In recent years, the supply of donor organs has increased consistently, driven primarily by (i) increased utilization of Donation after Circulatory Death, which has expanded the pool of eligible donors; (ii) advancements in technology, including machine and regional perfusion; and (iii) regulatory changes enabling more efficient allocation of organs to recipients with higher need. However, there is no guarantee that this growth will continue; for example, recent months have shown a flattening in the number of deceased organ donors in the United States.

Previous wording

We primarily serve transplant centers, OPOs, and hospitals. Logistics support for the hearts, lungs, and livers transplantations 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.

Current wording

We primarily serve transplant centers, OPOs, and hospitals. Logistics support for the heart, lung, and liver transplants 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 results of operations for the three and six months ended June 30, 2026 and 2025 reflect the financial results of the Passenger business as discontinued operations. There were no assets or liabilities of the Passenger business remaining as of June 30, 2026 or December 31, 2025. See Note 5 to the unaudited interim condensed consolidated financial statements included in this Quarterly Report on Form 10-Q for additional information.

Current wording

The results of operations for the three and nine months ended September 30, 2026 and 2025 reflect the financial results of the Passenger business as discontinued operations. There were no assets or liabilities of the Passenger business remaining as of September 30, 2026 or December 31, 2025. See Note 5 to the unaudited interim condensed consolidated financial statements included in this Quarterly Report on Form 10-Q for additional information.

Previous wording

For the three months ended June 30, 2026 and 2025, revenue increased by $27.4 million, or 60.7%, from $45.1 million in 2025 to $72.5 million in 2026.

Current wording

For the three months ended September 30, 2026 and 2025, revenue increased by $24.8 million, or 50.3%, from $49.3 million in 2025 to $74.1 million in 2026.

Previous wording

Logistics revenue increased by $3.1 million, or 6.9%, from $45.1 million in 2025 to $48.2 million in 2026, resulting from (i) increased air revenue, driven by higher revenue per flight hour, partially offset by a decrease in flight hours attributable primarily to client mix; (ii) an increase in ground transportation revenue; and (iii) growth in TOPS organ placement revenue, driven by new clients and annual pricing escalators.

Current wording

Logistics revenue decreased by $(1.6) million, or (3.5)%, from $46.5 million in 2025 to $44.9 million in 2026, resulting from (i) decreased air revenue, driven by client mix with shorter distance per trip; partially offset by (ii) an increase in ground transportation revenue; and (iii) growth in TOPS organ placement revenue, driven by new clients and annual pricing escalators.

Previous wording

Clinical revenue was $24.3 million in the current period, reflecting the acquisition of Keystone in mid-September 2025 and the acquisitions made in April and June 2026.

Current wording

Clinical revenue was $29.2 million in the current period, reflecting the acquisition of Keystone in mid-September 2025 and the acquisitions made in April and June 2026.

Previous wording

For the six months ended June 30, 2026 and 2025, revenue increased by $58.8 million, or 72.6%, from $81.1 million in 2025 to $139.9 million in 2026.

Current wording

For the nine months ended September 30, 2026 and 2025, revenue increased by $83.6 million, or 64.1%, from $130.4 million in 2025 to $214.0 million in 2026.

Previous wording

Logistics revenue increased by $14.8 million, or 18.2%, from $81.1 million in 2025 to $95.8 million in 2026, resulting from (i) increased air revenue, driven by growth in revenue per flight hour and in flight hours, attributable to growth with both existing and new clients, which primarily began generating revenue in the second quarter of 2025; (ii) increased ground transportation revenue; and (iii) growth in TOPS organ placement revenue, driven by new clients and annual pricing escalators.

Current wording

Logistics revenue increased by $13.2 million, or 10.3%, from $127.6 million in 2025 to $140.7 million in 2026, resulting from (i) increased air revenue, driven by growth in revenue per flight hour and in flight hours, attributable to growth with both existing and new clients, which primarily began generating revenue in the second quarter of 2025; (ii) increased ground transportation revenue; and (iii) growth in TOPS organ placement revenue, driven by new clients and annual pricing escalators.

Previous wording

Clinical revenue was $44.1 million in the current period, reflecting the acquisition of Keystone in mid-September 2025 and the acquisitions made in April and June 2026.

Current wording

Clinical revenue was $73.2 million in the current period, reflecting the acquisition of Keystone in mid-September 2025 and the acquisitions made in April and June 2026.

Previous wording

For the three months ended June 30, 2026 and 2025, Logistics gross profit decreased by $(0.1) million, or (1.3)%, from $9.0 million in 2025 to $8.9 million in 2026, attributable to a decline in gross margin from 20.0% in 2025 to 18.4% in 2026, partially offset by a 6.9% increase in revenue. The decrease in gross margin is mostly attributable to: (i) higher fuel surcharge and fuel costs; (ii) higher owned fleet costs relative to the prior year period; (iii) customer mix shift; and (iv) lower ground margins, reflecting a higher mix of third-party operators versus owned hubs as a percentage of revenue. For the three months ended June 30, 2026, Clinical gross profit was $6.3 million with a gross margin of 26.1%, attributable to the acquisition of Keystone in mid-September 2025.

Current wording

For the three months ended September 30, 2026 and 2025, Logistics gross profit decreased by $(0.7) million, or (6.6)%, from $10.0 million in 2025 to $9.3 million in 2026, attributable to a decline in gross margin from 21.5% in 2025 to 20.8% in 2026 and a (3.5)% decrease in revenue. The decrease in gross margin is mostly attributable to higher owned fleet costs relative to the prior year period, partially offset by increased gross margin in TOPS organ placement. For the three months ended September 30, 2026, Clinical gross profit was $7.5 million with a gross margin of 25.6%, attributable to the acquisition of Keystone in mid-September 2025 and the acquisitions made in April and June 2026.

Previous wording

Total gross margin increased from 20.0% in 2025 to 21.0% in 2026, attributable primarily to the acquisition of Keystone in mid-September 2025, which operates at a higher average gross margin.

Current wording

Total gross margin increased from 21.6% in 2025 to 22.7% in 2026, attributable primarily to the acquisition of Keystone in mid-September 2025 and the acquisitions made in April and June 2026, which operate at a higher average gross margin.

Previous wording

For the six months ended June 30, 2026 and 2025, Logistics gross profit increased by $2.0 million, or 12.4%, from $16.1 million in 2025 to $18.1 million in 2026, attributable to the 18.2% increase in revenue, partially offset by a decrease in gross margin from 19.8% in 2025 to 18.8% in 2026. The decrease in gross margin is mostly attributable to: (i) higher fuel surcharge and fuel costs; (ii) higher owned fleet costs relative to the prior year period; (iii) customer mix shift; and (iv) lower ground margins, reflecting a higher mix of third-party operators versus owned hubs as a percentage of revenue. For the six months ended ended June 30, 2026, Clinical gross profit was $11.3 million with a gross margin of 25.6%, attributable to the acquisition of Keystone in mid-September 2025.

Current wording

For the nine months ended September 30, 2026 and 2025, Logistics gross profit increased by $1.3 million, or 5.1%, from $26.1 million in 2025 to $27.4 million in 2026, attributable to the 10.3% increase in revenue, partially offset by a decrease in gross margin from 20.4% in 2025 to 19.5% in 2026. The decrease in gross margin is mostly attributable to: (i) higher fuel surcharge and fuel costs; (ii) higher owned fleet costs relative to the prior year period; and (iii) customer mix shift. For the nine months ended September 30, 2026, Clinical gross profit was $18.8 million with a gross margin of 25.6%, attributable to the acquisition of Keystone in mid-September 2025 and the acquisitions made in April and June 2026.

Previous wording

Total gross margin increased from 19.8% in 2025 to 21.0% in 2026, attributable primarily to the acquisition of Keystone in mid-September 2025, which operates at a higher average gross margin.

Current wording

Total gross margin increased from 20.5% in 2025 to 21.6% in 2026, attributable primarily to the acquisition of Keystone in mid-September 2025 and the acquisitions made in April and June 2026, which operate at a higher average gross margin.

Previous wording

For the three months ended June 30, 2026 and 2025, total selling, general and administrative expense increased by $0.7 million, or 5.3%, from $13.3 million in 2025 to $14.0 million in 2026.

Current wording

For the three months ended September 30, 2026 and 2025, total selling, general and administrative expense decreased by $(0.8) million, or (4.9)%, from $15.9 million in 2025 to $15.1 million in 2026.

Previous wording

The increase primarily resulted from (i) a $0.7 million increase in general and administrative staff and related costs attributable to the acquisition of Keystone in mid-September 2025 contributing $1.1 million, partially offset by the transfer of certain headquarters employees in connection with the sale of the Passenger business in the third quarter of 2025; (ii) a $0.7 million increase in professional fees, driven by M&A transaction costs; and (iii) a $(1.2) million decrease in stock-based compensation, driven by the transfer of certain headquarters employees to the buyer in connection with the sale of the Passenger business in the third quarter of 2025.

Current wording

The decrease primarily resulted from a $(5.6) million decrease in professional fees, driven by the settlement of the Drulias class action lawsuit in 2025 and transaction and integration costs related to the Keystone acquisition in the prior year period. This was partially offset by (i) a $3.4 million increase in stock-based compensation, primarily reflecting a credit in 2025 from the forfeiture of grants previously awarded to the former CEO prior to his transfer to the Joby Buyer and (ii) a $0.9 million increase in general and administrative staff and related costs attributable to the acquisition of Keystone in mid-September 2025, which contributed $1.3 million; partially offset by the transfer of certain headquarters employees in connection with the sale of the Passenger business in the third quarter of 2025.

Previous wording

For the six months ended June 30, 2026 and 2025, total selling, general and administrative expense increased by $4.0 million, or 15.5%, from $25.6 million in 2025 to $29.6 million in 2026.

Current wording

For the nine months ended September 30, 2026 and 2025, total selling, general and administrative expense increased by $3.2 million, or 7.7%, from $41.5 million in 2025 to $44.7 million in 2026.

Previous wording

The increase primarily resulted from (i) a $1.3 million increase in general and administrative staff and related costs attributable to the acquisition of Keystone in mid-September contributing $1.9 million, partially offset by the transfer of certain headquarters employees in connection with the sale of the Passenger business in the third quarter of 2025; (ii) a $0.3 million increase in selling and marketing attributable to the acquisition of Keystone (iii) a $0.7 million increase in software development and IT including staff costs driven by the integration of Keystone’s software as well as software application costs incurred to separate our software from the Passenger platform and increased users of enterprise software applications following the recent acquisitions; and (iv) a $1.4 million increase in professional fees, driven by M&A transaction costs, as well as reorganization and restructuring costs following the sale of the Passenger business, including integration costs related to Keystone.

Current wording

The increase primarily resulted from (i) a $3.4 million increase in stock-based compensation, primarily reflecting a credit in 2025 from the forfeiture of grants previously awarded to the former CEO prior to his transfer to the Joby Buyer and new PSUs granted in the past 12 months, partially offset by the transfer of certain headquarters employees to the Joby Buyer in connection with the sale of the Passenger business; (ii) a $2.1 million increase in general and administrative staff and related costs attributable to the acquisition of Keystone in mid-September 2025, which contributed $3.1 million, partially offset by the transfer of certain headquarters employees in connection with the sale of the Passenger business in the third quarter of 2025 and lower pilot training costs; (iii) a $1.0 million increase in software development and IT including staff costs driven by the integration of Keystone’s software, software application costs incurred to separate our software from the Passenger platform and increased users of enterprise software applications following the recent acquisitions; and (iv) a $(4.2) million decrease in professional fees, driven by the settlement of the Drulias class action lawsuit in 2025, as well as reorganization and restructuring costs following the sale of the Passenger business, including integration costs related to Keystone, partially offset by an increase in M&A transaction costs in 2026.

Previous wording

For the three months ended June 30, 2026 and 2025, amortization of intangible assets increased by $6.3 million, or 1,761.5%, from $0.4 million in 2025 to $6.6 million in 2026, resulting from (i) $5.0 million of accelerated amortization of the Keystone and Trinity trade name intangibles to be fully amortized by September 2026 as we rebrand to a unified Strata brand across the consolidated business and (ii) $1.3 million of amortization related to intangible assets recognized in the Keystone acquisition in mid-September 2025.

Current wording

For the three months ended September 30, 2026 and 2025, amortization of intangible assets increased by $5.1 million, or 1,414.0%, from $0.4 million in 2025 to $5.5 million in 2026, resulting from (i) $3.1 million of accelerated amortization of the Keystone and Trinity trademark intangibles, which were fully amortized by September 2026 as we rebranded to a unified Strata brand across the consolidated business and (ii) $2.0 million of amortization related to intangible assets recognized in the Keystone acquisition in mid-September 2025 and the 2026 Acquisitions.

Previous wording

For the six months ended June 30, 2026 and 2025, amortization of intangible assets increased by $7.3 million, or 961.9%, from $0.8 million in 2025 to $8.1 million in 2026, resulting from (i) $5.0 million of accelerated amortization of the Keystone and Trinity trade name intangibles, to be fully amortized by September 2026 as we rebrand to a unified Strata brand across the consolidated business and (ii) $2.3 million of amortization related to intangible assets recognized in the Keystone acquisition in mid-September 2025.

Current wording

For the nine months ended September 30, 2026 and 2025, amortization of intangible assets increased by $12.5 million, or 1,107.8%, from $1.1 million in 2025 to $13.6 million in 2026, resulting from (i) $8.1 million of accelerated amortization of the Keystone and Trinity trademark intangibles, which were fully amortized by September 2026 as we rebranded to a unified Strata brand across the consolidated business and (ii) $4.4 million of amortization related to intangible assets recognized in the Keystone acquisition in mid-September 2025 and the 2026 Acquisitions.

Previous wording

For the six months ended June 30, 2026, total other non-operating income consisted of: (i) $0.8 million interest income, net primarily attributable to 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) $1.5 million non-cash income due to fair value revaluation of warrant liabilities as the value of the warrant liabilities fluctuates with the warrants’ market price. The warrant liabilities expired as of May 2026 with no remaining balance; and (iii) $(2.1) million of non-cash expense from the remeasurement of assets and liabilities carried at fair value each reporting period.

Current wording

For the three months ended September 30, 2026, total other non-operating loss consisted of: (i) $0.1 million interest income, net, primarily attributable to 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) $2.6 million of non-cash expense from the remeasurement of assets and liabilities carried at fair value each reporting period; and (iii) $1.3 million realized loss on the sale of securities received in the current period in settlement of the EBITDA earn-out.

Previous wording

For the six months ended June 30, 2025, total other non-operating income consisted of: (i) $2.5 million interest income, attributable to short-term investments and money market funds; and a (ii) $2.8 million non-cash income 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 loss consisted of: (i) $1.1 million interest income, attributable to short-term investments and money market funds; and (ii) a $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, 2026, total other non-operating loss consisted of: (i) $0.3 million interest income, net primarily attributable to 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) $0.1 million non-cash income due to fair value revaluation of warrant liabilities as the value of the warrant liabilities fluctuates with the warrants’ market price. The warrant liabilities expired as of May 2026 with no remaining balance; and (iii) $5.5 million of non-cash expense from the remeasurement of assets and liabilities carried at fair value each reporting period.

Current wording

For the nine months ended September 30, 2026, total other non-operating loss consisted of: (i) $1.0 million interest income, net, primarily attributable to 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) $1.5 million non-cash income due to fair value revaluation of warrant liabilities as the value of the warrant liabilities fluctuates with the warrants’ market price (the warrants expired in May 2026 with no remaining balance); (iii) $4.7 million of non-cash expense from the remeasurement of assets and liabilities carried at fair value each reporting period; and (iv) $1.3 million realized loss on the sale of securities received in the current period in settlement of the EBITDA earn-out.

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 short-term investments and money market funds; and a (ii) $0.1 million non-cash income 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 consisted of: (i) $3.6 million interest income, attributable to short-term investments and money market funds; (ii) $2.9 million non-cash income due to fair value revaluation of warrant liabilities as the value of the warrant liabilities fluctuates with the warrants’ market price; and (iii) a $5.2 million realized loss on the sale of securities received as consideration in the Passenger business divestiture.

Previous wording

Loss from discontinued operations, net of tax

Current wording

Income (Loss) from Discontinued Operations, Net of Tax

Previous wording

For the six months ended June 30, 2026, net loss from discontinued operations was $(0.2) million, consisting of a post-closing adjustment to capital gain on the sale of the Passenger business of $0.3 million, net of tax benefit of $(0.1) million.

Current wording

For the nine months ended September 30, 2026, net loss from discontinued operations was $(0.2) million, consisting of a post-closing adjustment to capital gain on the sale of the Passenger business of $0.3 million, net of tax benefit of $(0.1) million.

Previous wording

For the three months ended June 30, 2025, net loss from discontinued operations was $0.3 million, consisting of operating loss before tax of $0.3 million attributable to the Passenger business operations in the United States and Europe.

Current wording

For the nine months ended September 30, 2025, net income from discontinued operations was $64.9 million, consisting primarily of gain on disposal of discontinued operations of $60.4 million and operating income before tax of $5.0 million attributable to the Passenger business operations in the United States and Europe.

Previous wording

Adjusted EBITDA from continuing operations increased by $5.4 million for the three months ended June 30, 2026 from $2.5 million in 2025 to $7.9 million in 2026, resulting from a $6.2 million increase in gross profit, partially offset by a $1.7 million increase in fixed costs, primarily attributable to the addition of Keystone in mid-September 2025.

Current wording

Adjusted EBITDA from continuing operations increased by $5.4 million for the three months ended September 30, 2026, from $4.2 million in 2025 to $9.6 million in 2026, resulting from a $6.2 million increase in gross profit, partially offset by a $1.5 million increase in fixed costs, primarily attributable to the addition of Keystone in mid-September 2025.

Previous wording

Adjusted EBITDA from continuing operations improved by $11.4 million for the six months ended June 30, 2026 from $2.9 million in 2025 to $14.3 million in 2026, resulting from a $13.3 million increase in gross profit, partially offset by a $3.5 million increase in fixed costs, primarily attributable to the addition of Keystone in mid-September 2025.

Current wording

Adjusted EBITDA from continuing operations increased by $16.8 million for the nine months ended September 30, 2026 from $7.1 million in 2025 to $23.9 million in 2026, resulting from a $19.4 million increase in gross profit, partially offset by a $5.0 million increase in fixed costs, primarily attributable to the addition of Keystone in mid-September 2025.

Previous wording

Adjusted EBITDA is a non-GAAP measure that has been derived from amounts calculated in accordance with GAAP, although it is not itself a GAAP measure. Strata believes that Adjusted EBITDA 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, enhancing the overall understanding of past financial performance and future prospects, and allowing for greater transparency with respect to a key metric used by management in its financial and operational decision making. The non-GAAP measure presented herein may not be comparable to similarly titled measures presented by other companies. Adjusted EBITDA is defined and reconciled to the nearest GAAP financial measure below.

Current wording

Adjusted EBITDA is a non-GAAP measure that has been derived from amounts calculated in accordance with GAAP, although it is not itself a GAAP measure. Strata believes that Adjusted EBITDA, viewed in addition to and not in lieu of our reported U.S. GAAP results, provides useful information to investors by providing a more focused measure of operating results, enhancing the overall understanding of past financial performance and future prospects, and allowing for greater transparency with respect to a key metric used by management in its financial and operational decision making. The non-GAAP measure presented herein may not be comparable to similarly titled measures presented by other companies. Adjusted EBITDA is defined and reconciled to the nearest GAAP financial measure below.

Previous wording

Defined as net loss from continuing operations adjusted to exclude: (1) depreciation and amortization; (2) stock-based compensation; (3) change in fair value of warrant liabilities and assets and other liabilities; (4) interest income and expense; (5)

Current wording

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

Previous wording

(1) For the three months ended June 30, 2026, includes the reversal of a provision that had previously been adjusted in the calculation of Adjusted EBITDA, partially offset by legal fees relating to one specific litigation. For the six months ended June 30, 2026, includes the settlement fees related to one legal matter and legal fees relating to one specific litigation, partially offset by the reversal of a provision that had previously been adjusted in the calculation of Adjusted EBITDA. For the three and six months ended June 30, 2025, comprised of legal fees related to the Drulias class action lawsuit which the parties entered into a Stipulation of Settlement to fully resolve the matter in December 2025. We consider those matters to be non-recurring and not representative of the legal and regulatory advocacy costs typically incurred in the ordinary course of business.

Current wording

(2) For the three and nine months ended September 30, 2026, includes the settlement fees related to one legal matter and legal fees relating to one specific litigation, partially offset by the reversal of a provision that had previously been adjusted in the calculation of Adjusted EBITDA. For the three and nine months ended September 30, 2025, comprised of legal fees related to the Drulias class action lawsuit, for which the parties entered into a Stipulation of Settlement to fully resolve the matter in December 2025. We consider those matters to be non-recurring and not representative of the legal and regulatory advocacy costs typically incurred in the ordinary course of business.

Previous wording

(3) For the three and six months ended June 30, 2026, consists of M&A transaction costs (including legal fees and professional fees related to financial, legal, and tax due diligence); and costs of integrating Keystone into a public company environment, including enterprise resource planning migration and software development costs to enhance its internally developed software to meet internal control standards.

Current wording

(4) For the three and nine months ended September 30, 2026 and 2025, consists of M&A transaction costs (including legal fees and professional fees related to financial, legal, and tax due diligence); and costs of integrating Keystone into a public company environment, including enterprise resource planning migration and software development costs to enhance its internally developed software to meet internal control standards.