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Bridger Aerospace Group Holdings, Inc.

For the period ended Jun 30, 2026. Filed Aug 6, 2026.

View on SEC.gov

About this filing

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

Jun 30, 2026 · Filed Aug 6, 2026

BAER$0.20-3.6%Stored close · as of Nov 6, 2026

What changed in Management’s Discussion and Analysis?

Read the current filing

Previous report: 10-Q

Period ended 2026-03-31; filed 2026-05-08.

0001941536-26-000010

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

Current report: 10-Q

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

0001941536-26-000025

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

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

Compared 177 previous paragraphs and 199 current paragraphs.

132 unchanged; 34 reworded; 21 added; 11 removed; 0 previous and 12 current paragraphs rearranged.

Tables are not compared: 7 previous and 11 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.

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

Added paragraphs (21)

Current report

Aerial surveillance revenue increased by $1.4 million, or 36%, to $5.5 million for the three months ended June 30, 2026, from $4.0 million for the three months ended June 30, 2025. The increase was primarily driven by increased flight hours for our surveillance aircraft for the three months ended June 30, 2026 compared to the three months ended June 30, 2025.

Current report

United States revenue increased by $4.0 million, or 16%, to $29.7 million for the three months ended June 30, 2026, from $25.7 million for the three months ended June 30, 2025. The increase was primarily driven by increased flight hours for our Super Scoopers and surveillance aircraft for the three months ended June 30, 2026 compared to the three months ended June 30, 2025.

Current report

Total cost of revenues increased by $0.5 million, or 3%, to $19.2 million for the three months ended June 30, 2026, from $18.7 million for the three months ended June 30, 2025.

Current report

Income tax expense decreased by $0.2 million, or 103%, to an income tax benefit of $5,000 for the three months ended June 30, 2026, from an income tax expense of $0.2 million for the three months ended June 30, 2025. The decrease was driven by a decrease in the state taxes for the three months ended June 30, 2026 compared to the three months ended June 30, 2025.

Current report

Comparison of the Six Months Ended June 30, 2026 to the Six Months Ended June 30, 2025

Current report

Revenues decreased by $7.4 million, or 16%, to $39.0 million for the six months ended June 30, 2026, from $46.4 million for the six months ended June 30, 2025.

Current report

Fire suppression revenue decreased by $0.1 million, to $23.8 million for the six months ended June 30, 2026, from $23.9 million for the six months ended June 30, 2025. The decrease was driven by normal fluctuations in fire suppression revenue.

Current report

Aerial surveillance revenue increased by $1.3 million, or 23%, to $7.0 million for the six months ended June 30, 2026, from $5.7 million for the six months ended June 30, 2025. The increase was primarily driven by increased flight hours for our surveillance aircraft for the six months ended June 30, 2026 compared to the six months ended June 30, 2025.

Current report

Maintenance repair revenue decreased by $5.1 million, or 39%, to $8.1 million for the six months ended June 30, 2026, compared to $13.2 million for the six months ended June 30, 2025. This amount is primarily due to the return-to-service work performed on the Spanish Scoopers in connection with the MAB services agreement. Refer to“Note 2 – Summary of Significant Accounting Policies” of the Notes to Unaudited Condensed Consolidated Financial Statements included in this Quarterly Report for additional details.

Current report

Other services revenue decreased by $3.5 million, or 99%, to $39,000 for the six months ended June 30, 2026, from $3.6 million for the six months ended June 30, 2025. The decrease was primarily due to non-recurring third-party training and flight operations services utilizing our aircraft for the six months ended June 30, 2025 that did not occur for the six months ended June 30, 2026.

Current report

United States revenue increased by $1.1 million, or 3%, to $36.5 million for the six months ended June 30, 2026, from $35.4 million for the six months ended June 30, 2025. The increase was primarily driven by increased flight hours for our Super Scoopers and surveillance aircraft for the six months ended June 30, 2026 compared to the six months ended June 30, 2025.

Current report

Spain revenue decreased by $8.5 million, or 77%, to $2.5 million for the six months ended June 30, 2026, from $11.0 million for the six months ended June 30, 2025. The decrease is due to the return-to-service work performed on the Spanish Scoopers in connection with the MAB services agreement. Refer to“Note 2 – Summary of Significant Accounting Policies” of the Notes to Unaudited Condensed Consolidated Financial Statements included in this Quarterly Report for additional details.

Current report

Total cost of revenues increased by $0.3 million, or 1%, to $36.2 million for the six months ended June 30, 2026, from $35.9 million for the six months ended June 30, 2025.

Current report

Flight operations expenses increased by $2.5 million, or 18%, to $16.6 million for the six months ended June 30, 2026, from $14.1 million for the six months ended June 30, 2025. The increase reflects an increase in personnel costs necessary to support operational growth of $2.1 million and aircraft depreciation of $1.0 million. The increase was partially offset by a decrease in aircraft lease expense of $0.6 million for the six months ended June 30, 2026 compared to the six months ended June 30, 2025.

Current report

Maintenance expenses decreased by $2.2 million, or 10%, to $19.6 million for the six months ended June 30, 2026, from $21.8 million for the six months ended June 30, 2025. The decrease was primarily driven by a decrease in return-to-service work performed on the Spanish Scoopers in connection with the MAB services agreement of $4.2 million. The decrease was partially offset by an increase in hangar lease expense of $1.5 million and an increase in depreciation expense of $0.4 million for the six months ended June 30, 2026 compared to the six months ended June 30, 2025.

Current report

Selling, general and administrative expense increased by $6.9 million, or 46%, to $22.0 million for the six months ended June 30, 2026, from $15.1 million for the six months ended June 30, 2025. The increase was primarily attributable to an increase in higher workforce costs of $2.4 million, a decrease in the fair value of the contingent consideration of $2.7 million in the six months ended June 30, 2025 that did not occur in the six months ended June 30, 2026, a change in the fair value of the Warrants of $1.1 million, and an increase in non-recurring deal and organizational costs of $0.4 million. The increase is partially offset by a decrease in stock-based compensation of $2.6 million mainly attributable to adjustments in connection with a separation agreement with a former executive (refer to “Note 19 – Stockholders’ Deficit” for additional details), for the six months ended June 30, 2026 compared to the six months ended June 30, 2025.

Current report

Other income decreased by $1.1 million, or 82%, to $0.2 million for the six months ended June 30, 2026, from $1.3 million for the six months ended June 30, 2025. The decrease was partially driven by a decrease in dividend income on cash equivalents of $0.6 million and a decrease in foreign currency gains of $0.5 million, for the six months ended June 30, 2026 compared to the six months ended June 30, 2025.
Removed paragraphs (11)

Previous report

Revenues decreased by $7.1 million, or 46%, to $8.5 million for the three months ended March 31, 2026, from $15.6 million for the three months ended March 31, 2025.

Previous report

Aerial surveillance decreased by $0.1 million, or 8%, to $1.6 million for the three months ended March 31, 2026, from $1.7 million for the three months ended March 31, 2025. The decrease was primarily driven by unfavorable rate decreases for our surveillance aircraft for the three months ended March 31, 2026 compared to the three months ended March 31, 2025.

Previous report

United States revenue decreased by $2.9 million, or 30%, to $6.8 million for the three months ended March 31, 2026, from $9.7 million for the three months ended March 31, 2025. The decrease was primarily driven by decreased flight hours for our Super Scoopers for the three months ended March 31, 2026 compared to the three months ended March 31, 2025.
Reworded paragraphs (34)

Previous wording

The following discussion and analysis is intended to help you understand our business, financial condition, results of operations, liquidity and capital resources. The discussion and analysis should be read together with the Condensed Consolidated Financial Statements as of March 31, 2026 and December 31, 2025, for the three months ended March 31, 2026 and 2025, and the related notes thereto, that are included elsewhere in this Quarterly Report on Form 10-Q (this “Quarterly Report”). This discussion and analysis should also be read together with the historical audited annual Consolidated Financial Statements as of and for the years ended December 31, 2025 and 2024, included in the Annual Report on Form 10-K (the “Form 10-K”). This discussion and analysis contains forward-looking statements based upon our current expectations, estimates and projections that involve risks and uncertainties. Actual results could differ materially from those anticipated in these forward-looking statements due to, among other considerations, the matters discussed in the sections entitled “Risk Factors” and “Cautionary Statement Regarding Forward-Looking Statements.”

Current wording

The following discussion and analysis is intended to help you understand our business, financial condition, results of operations, liquidity and capital resources. The discussion and analysis should be read together with the Condensed Consolidated Financial Statements as of June 30, 2026 and December 31, 2025, for the three and six months ended June 30, 2026 and 2025, and the related notes thereto, that are included elsewhere in this Quarterly Report on Form 10-Q (this “Quarterly Report”). This discussion and analysis should also be read together with the historical audited annual Consolidated Financial Statements as of and for the years ended December 31, 2025 and 2024, included in the Annual Report on Form 10-K (the “Form 10-K”). This discussion and analysis contains forward-looking statements based upon our current expectations, estimates and projections that involve risks and uncertainties. Actual results could differ materially from those anticipated in these forward-looking statements due to, among other considerations, the matters discussed in the sections entitled “Risk Factors” and “Cautionary Statement Regarding Forward-Looking Statements.”

Previous wording

We have made and will continue to make significant investments in capital expenditures to build and expand our integrated response solutions. We expect that our existing cash and cash equivalents as well as cash generated from our operations will be sufficient to meet our current working capital and capital expenditure requirements for a period of at least 12 months from the date of this Quarterly Report.

Current wording

We have made and will continue to make significant investments in capital expenditures to build and expand our integrated response solutions. We expect that our existing cash and cash equivalents, available borrowing capacity, and cash generated from our operations will be sufficient to meet our current working capital and capital expenditure requirements for a period of at least 12 months from the date of this Quarterly Report.

Previous wording

Cost of revenues includes costs incurred directly related to flight operations including expenses associated with operating the aircraft on revenue generating contracts. These include labor, depreciation, fees, travel and fuel. Cost of revenues also includes routine aircraft maintenance expenses and repairs, including maintenance and modification repair work for third-party aircraft, consisting primarily of labor, parts, consumables and travel unique to each airframe.

Current wording

Cost of revenues includes costs incurred directly related to flight operations including expenses associated with operating the aircraft on revenue generating contracts. These include labor, depreciation, fees, travel and fuel. Cost of revenues also includes routine aircraft maintenance expenses and repairs, including maintenance and modification repair work for third-party aircraft, consisting primarily of labor, parts, consumables and travel unique to each airframe. Cost of revenues also includes lease expense for hangar facilities used to house and maintain aircraft supporting revenue-generating operations.

Previous wording

Selling, general and administrative expenses include all costs that are not directly related to satisfaction of customer contracts. Selling, general and administrative expenses include costs for our administrative functions, such as finance, legal, human resources, and IT support, and business development costs that include contract procurement, public relations and business opportunity advancement. These functions include costs for items such as salaries, benefits, stock-based compensation and other personnel-related costs, maintenance and supplies, professional fees for external legal, accounting, and other consulting services, insurance, intangible asset amortization and depreciation expense. Selling, general and administrative expenses also include gains or losses on the disposal of fixed assets.

Current wording

Selling, general and administrative expenses include all costs that are not directly related to satisfaction of customer contracts. Selling, general and administrative expenses include costs for our administrative functions, such as finance, legal, human resources, and IT support, and business development costs that include contract procurement, public relations and business opportunity advancement. These functions include costs for items such as salaries, benefits, stock-based compensation and other personnel-related costs, maintenance and supplies, professional fees for external legal, accounting, and other consulting services, insurance, intangible asset amortization and depreciation expense. Selling, general and administrative expenses also include lease expense for corporate and administrative office space and gains or losses on the disposal of fixed assets.

Previous wording

Total cost of revenues decreased by $0.2 million, or 1%, to $17.0 million for the three months ended March 31, 2026, from $17.2 million for the three months ended March 31, 2025.

Current wording

Revenues decreased by $0.3 million, or 1%, to $30.5 million for the three months ended June 30, 2026, from $30.8 million for the three months ended June 30, 2025.

Previous wording

Fire suppression revenue decreased by $3.5 million, or 61%, to $2.3 million for the three months ended March 31, 2026, from $5.8 million for the three months ended March 31, 2025. The decrease was primarily driven by decreased flight hours for our Super Scoopers for the three months ended March 31, 2026 compared to the three months ended March 31, 2025.

Current wording

Fire suppression revenue increased by $3.5 million, or 19%, to $21.5 million for the three months ended June 30, 2026, from $18.1 million for the three months ended June 30, 2025. The increase was primarily driven by increased flight hours for our Super Scoopers for the three months ended June 30, 2026 compared to the three months ended June 30, 2025.

Previous wording

Maintenance repair decreased by $3.2 million, or 41% to $4.6 million for the three months ended March 31, 2026 from $7.9 million for the three months ended March 31, 2025. The decrease was primarily driven by a decrease in the return-to-service work performed on the Spanish Scoopers in connection with the MAB services agreement for the three months ended March 31, 2026 compared to the three months ended March 31, 2025. Refer to“Note 2 – Summary of Significant Accounting Policies” of the Notes to Unaudited Condensed Consolidated Financial Statements included in this Quarterly Report for additional details.

Current wording

Maintenance repair revenue decreased by $1.9 million, or 35%, to $3.5 million for the three months ended June 30, 2026, from $5.4 million for the three months ended June 30, 2025. The decrease was primarily driven by a decrease in the return-to-service work performed on the Spanish Scoopers in connection with the MAB services agreement for the three months ended June 30, 2026 compared to the three months ended June 30, 2025. Refer to“Note 2 – Summary of Significant Accounting Policies” of the Notes to Unaudited Condensed Consolidated Financial Statements included in this Quarterly Report for additional details.

Previous wording

Other services revenue decreased by $0.2 million, or 93%, to $18,000 for the three months ended March 31, 2026, from $0.3 million for the three months ended March 31, 2025. The decrease was primarily due to third-party training and flight operations services utilizing our aircraft for the three months ended March 31, 2025 that did not occur for the three months ended March 31, 2026.

Current wording

Other services revenue decreased by $3.3 million, or 99%, to $21,000 for the three months ended June 30, 2026, from $3.3 million for the three months ended June 30, 2025. The decrease was primarily due to non-recurring third-party training and flight operations services utilizing our aircraft for the three months ended June 30, 2025 that did not occur for the three months ended June 30, 2026.

Previous wording

Spain revenue decreased by $4.2 million, or 71%, to $1.7 million for the three months ended March 31, 2026, from $5.9 million for the three months ended March 31, 2025. The decrease was primarily driven by a decrease in the return-to-service work performed on the Spanish Scoopers in connection with the MAB services agreement for the three months ended March 31, 2026 compared to the three months ended March 31, 2025. Refer to“Note 2 – Summary of Significant Accounting Policies” of the Notes to Unaudited Condensed Consolidated Financial Statements included in this Quarterly Report for additional details.

Current wording

Spain revenue decreased by $4.3 million, or 84%, to $0.8 million for the three months ended June 30, 2026, from $5.1 million for the three months ended June 30, 2025. The decrease was primarily driven by a decrease in the return-to-service work performed on the Spanish Scoopers in connection with the MAB services agreement for the three months ended June 30, 2026 compared to the three months ended June 30, 2025. Refer to“Note 2 – Summary of Significant Accounting Policies” of the Notes to Unaudited Condensed Consolidated Financial Statements included in this Quarterly Report for additional details.

Previous wording

Flight operations expenses increased by $0.3 million, or 5%, to $6.6 million for the three months ended March 31, 2026, from $6.3 million for the three months ended March 31, 2025. The increase reflects an increase in personnel costs necessary to support operational growth of $0.7 million. The increase was partially offset by a decrease in aircraft lease expense of $0.4 million for the three months ended March 31, 2026 compared to the three months ended March 31, 2025.

Current wording

Flight operations expenses increased by $2.2 million, or 28%, to $10.1 million for the three months ended June 30, 2026, from $7.9 million for the three months ended June 30, 2025. The increase reflects an increase in aircraft depreciation and fuel expense of $1.4 million and personnel costs necessary to support operational growth of $1.0 million. The increase was partially offset by a decrease in aircraft lease expense of $0.2 million for the three months ended June 30, 2026 compared to the three months ended June 30, 2025.

Previous wording

Maintenance expenses decreased by $0.5 million, or 4%, to $10.5 million for the three months ended March 31, 2026, from $11.0 million for the three months ended March 31, 2025. The decrease was primarily driven by a decrease in return-to-service work performed on the Spanish Scoopers in connection with the MAB services agreement of $1.7 million. The decrease was partially offset by an increase in hangar lease expense of $0.7 million and an increase in depreciation expense of $0.5 million, for the three months ended March 31, 2026 compared to the three months ended March 31, 2025.

Current wording

Maintenance expenses decreased by $1.7 million, or 16%, to $9.1 million for the three months ended June 30, 2026, from $10.8 million for the three months ended June 30, 2025. The decrease was primarily driven by a decrease in return-to-service work performed on the Spanish Scoopers in connection with the MAB services agreement of $2.6 million. The decrease was partially offset by an increase in hangar lease expense of $0.7 million and an increase in depreciation expense of $0.2 million, for the three months ended June 30, 2026 compared to the three months ended June 30, 2025.

Previous wording

Selling, general and administrative expense increased by $8.1 million, or 95%, to $16.7 million for the three months ended March 31, 2026, from $8.6 million for the three months ended March 31, 2025. The increase was primarily attributable to a change in the fair value of the Warrants, which resulted in an unfavorable period-over-period variance of $4.8 million, an increase in higher workforce costs of $2.1 million and an increase in non-recurring deal and organizational costs of $1.2 million, for the three months ended March 31, 2026 compared to the three months ended March 31, 2025.

Current wording

Selling, general and administrative expense decreased by $1.2 million, or 19%, to $5.3 million for the three months ended June 30, 2026, from $6.5 million for the three months ended June 30, 2025. The decrease was primarily attributable to a change in the fair value of the Warrants of $3.7 million. In addition, there was a decrease in stock-based compensation of $2.4 million, mainly attributable to adjustments in connection with a separation agreement with a former executive. Refer to“Note 19 – Stockholders’ Deficit”. The decrease was partially offset by a decrease in the fair value of the contingent consideration of $2.6 million in the three months ended June 30, 2025 that did not occur in the three months ended June 30, 2026, an increase in higher workforce costs of $1.5 million and an increase in non-recurring deal and organizational costs of $0.8 million, for the three months ended June 30, 2026 compared to the three months ended June 30, 2025.

Previous wording

Interest expense increased by $0.4 million, or 7%, to $6.2 million for the three months ended March 31, 2026, from $5.7 million for the three months ended March 31, 2025. The increase was driven by increased borrowings offset by favorable changes in financing terms related to the October 2025 debt refinancing.

Current wording

Interest expense increased by $0.9 million, or 15%, to $6.6 million for the three months ended June 30, 2026, from $5.7 million for the three months ended June 30, 2025. The increase was driven by increased borrowings offset by favorable changes in financing terms related to the October 2025 debt refinancing.

Previous wording

Other income decreased by $0.5 million, or 77%, to $0.1 million for the three months ended March 31, 2026, from $0.6 million for the three months ended March 31, 2025. The decrease was primarily driven by a decrease in dividend income on cash equivalents of $0.3 million, for the three months ended March 31, 2026 compared to the three months ended March 31, 2025.

Current wording

Other income decreased by $0.6 million, or 87%, to $0.1 million for the three months ended June 30, 2026, from $0.7 million for the three months ended June 30, 2025. The decrease was partially driven by a decrease in dividend income on cash equivalents of $0.3 million and a decrease in foreign currency gains of $0.3 million, for the three months ended June 30, 2026 compared to the three months ended June 30, 2025.

Previous wording

Income tax expense decreased by $0.3 million, or 89%, to $28,000 for the three months ended March 31, 2026, from $0.3 million for the three months ended March 31, 2025. The decrease was driven by a decrease in the state taxes for the three months ended March 31, 2026 compared to the three months ended March 31, 2025.

Current wording

Income tax expense decreased by $0.4 million, or 95%, to $23,000 for the six months ended June 30, 2026, from $0.4 million for the six months ended June 30, 2025. The decrease was driven by a decrease in the state taxes for the six months ended June 30, 2026 compared to the six months ended June 30, 2025.

Previous wording

The reconciliation of Net loss, the most directly comparable GAAP measure, to EBITDA and Adjusted EBITDA for the three months ended March 31, 2026 and 2025 is as follows:

Current wording

The reconciliation of Net (loss) income, the most directly comparable GAAP measure, to EBITDA and Adjusted EBITDA for the three months ended June 30, 2026 and 2025 is as follows:

Previous wording

For the three months ended March 31, 2026, the Company had net loss of $31.3 million and cash flow used in operating activities of $21.1 million. In addition, as of March 31, 2026, the Company had unrestricted cash of $9.0 million.

Current wording

For the three and six months ended June 30, 2026, the Company had net loss of $0.5 million and $31.8 million, respectively. For the six months ended June 30, 2026, the Company had cash flow used in operating activities of $36.8 million. In addition, as of June 30, 2026, the Company had unrestricted cash of $7.2 million.

Previous wording

On March 18, 2025, the Company entered into a sales agreement (“ATM Agreement”) under which we may offer and sell, from time to time, shares of our Common Stock having an aggregate offering price of up to $100.0 million by any method permitted by law and deemed to be an “at the market offering” as defined in Rule 415 promulgated under the Securities Act, including sales made directly on or through the Nasdaq Global Market, or any other existing trading market for such shares or in negotiated transactions at market prices prevailing at the time of sale or at prices related to such prevailing market prices by any method permitted by law and deemed to be an “at the market offering” as defined in Rule 415 promulgated under the Securities Act, including sales made directly on or through the Nasdaq Global Market, or any other existing trading market for such shares or in negotiated transactions at market prices prevailing at the time of sale or at prices related to such prevailing market prices. As of May 4, 2026, $100.0 million remains available for potential future sales under the ATM Agreement, which may be utilized for future financings under our effective shelf registration statement. Refer to“Note 19 – Stockholders’ Deficit” of the Notes to Unaudited Condensed Consolidated Financial Statements included in this Quarterly Report on Form 10-Q.

Current wording

On March 18, 2025, the Company entered into a sales agreement (“ATM Agreement”) under which we may offer and sell, from time to time, shares of our Common Stock having an aggregate offering price of up to $100.0 million by any method permitted by law and deemed to be an “at the market offering” as defined in Rule 415 promulgated under the Securities Act, including sales made directly on or through the Nasdaq Global Market, or any other existing trading market for such shares or in negotiated transactions at market prices prevailing at the time of sale or at prices related to such prevailing market prices. As of August 3, 2026, $100.0 million remains available for potential future sales under the ATM Agreement, which may be utilized for future financings under our effective shelf registration statement. Refer to“Note 19 – Stockholders’ Deficit” of the Notes to Unaudited Condensed Consolidated Financial Statements included in this Quarterly Report on Form 10-Q.

Previous wording

As of March 31, 2026, our principal sources of liquidity were cash and cash equivalents of $9.0 million which were held for working capital purposes. From time to time, the Company invests its excess cash in highly rated available-for-sale securities, with the primary objective of minimizing the potential risk of principal loss.

Current wording

As of June 30, 2026, our principal sources of liquidity were cash and cash equivalents of $7.2 million which were held for working capital purposes. From time to time, the Company invests its excess cash in highly rated available-for-sale securities, with the primary objective of minimizing the potential risk of principal loss.

Previous wording

We may receive up to $306.5 million from the exercise of the 9,400,000 private placement warrants and 17,249,874 public warrants of the Company outstanding (collectively, the “Warrants”), assuming the exercise in full of all the Warrants for cash, but not from the sale of the shares of Common Stock issuable upon such exercise. On March 31, 2026, the closing price of our Common Stock was $1.98 per share. For so long as the market price of our Common Stock is below the exercise price of our Warrants ($11.50 per share), our Warrants remain “out-of-the money,” and holders of our Warrants are unlikely to cash exercise their Warrants, resulting in little or no cash proceeds to us. There can be no assurance that our Warrants will be in the money prior to their January 24, 2028 expiration date, and therefore, we may not receive any cash proceeds from the exercise of our Warrants to fund our operations. Accordingly, we have not relied on the receipt of proceeds from the exercise of our Warrants in assessing our capital requirements and sources of liquidity.

Current wording

We may receive up to $306.5 million from the exercise of the 9,400,000 private placement warrants and 17,249,874 public warrants of the Company outstanding (collectively, the “Warrants”), assuming the exercise in full of all the Warrants for cash, but not from the sale of the shares of Common Stock issuable upon such exercise. On June 30, 2026, the closing price of our Common Stock was $1.92 per share. For so long as the market price of our Common Stock is below the exercise price of our Warrants ($11.50 per share), our Warrants remain “out-of-the money,” and holders of our Warrants are unlikely to cash exercise their Warrants, resulting in little or no cash proceeds to us. There can be no assurance that our Warrants will be in the money prior to their January 24, 2028 expiration date, and therefore, we may not receive any cash proceeds from the exercise of our Warrants to fund our operations. Accordingly, we have not relied on the receipt of proceeds from the exercise of our Warrants in assessing our capital requirements and sources of liquidity.

Previous wording

The refinancing improved the Company’s liquidity position by consolidating multiple obligations into a single credit structure with extended maturities and more flexible covenant terms. Management believes the transaction provides sufficient liquidity to fund near‑term operating needs and supports the Company’s long‑term growth plan. As of March 31, 2026, the Company had drawn $210.0 million on the Initial Term Loans, $10.3 million under the DDTL, and $6.0 million under the Revolver, with remaining availability of $89.7 million on the DDTL and $15.5 million on the Revolver.

Current wording

The refinancing improved the Company’s liquidity position by consolidating multiple obligations into a single credit structure with extended maturities and more flexible covenant terms. Management believes the transaction provides sufficient liquidity to fund near‑term operating needs and supports the Company’s long‑term growth plan. As of June 30, 2026, the Company had drawn $210.0 million on the Initial Term Loans, $24.3 million under the DDTL, and $10.0 million under the Revolver, with remaining availability of $75.7 million on the DDTL and $11.5 million on the Revolver.

Previous wording

The Company was in compliance with all covenants under the Credit Agreement as of March 31, 2026.

Current wording

The Company was in compliance with all financial covenants under the Credit Agreement as of June 30, 2026.

Previous wording

The $21.5 million Revolver allows for borrowings, repayments, and re-borrowings through its maturity on October 28, 2030. Revolving loans bear interest at the same rate options as the Initial Term Loans. As of March 31, 2026, the Company had drawn $6.0 million for working capital needs with $15.5 million remaining under the facility.

Current wording

The $21.5 million Revolver allows for borrowings, repayments, and re-borrowings through its maturity on October 28, 2030. Revolving loans bear interest at the same rate options as the Initial Term Loans. As of June 30, 2026, the Company had drawn $10.0 million for working capital needs with $11.5 million remaining under the facility.

Previous wording

The DDTL provides up to $100.0 million in additional term loan commitments, available through October 28, 2027. Draws are permitted in up to ten tranches of at least $2.5 million each, subject to customary conditions precedent. Amounts drawn under the DDTL mature on October 28, 2030. Borrowings under the DDTL bear interest at the same rate options applicable to the Initial Term Loans. As of March 31, 2026, the Company had drawn $10.3 million, with $89.7 million remaining available under the facility.

Current wording

The DDTL provides up to $100.0 million in additional term loan commitments, available through October 28, 2027. Draws are permitted in up to ten tranches of at least $2.5 million each, subject to customary conditions precedent. Amounts drawn under the DDTL mature on October 28, 2030. Borrowings under the DDTL bear interest at the same rate options applicable to the Initial Term Loans. As of June 30, 2026, the Company had drawn $24.3 million, with $75.7 million remaining available under the facility.

Previous wording

As of March 31, 2026, it was probable that the Series A Preferred Stock may become redeemable on April 25, 2032. As of March 31, 2026, the Series A Preferred Stock had both a carrying value and redemption value of $414.3 million.

Current wording

As of June 30, 2026, it was probable that the Series A Preferred Stock may become redeemable on April 25, 2032. As of June 30, 2026, the Series A Preferred Stock had both a carrying value and redemption value of $421.4 million.

Previous wording

Our consolidated cash flows from operating, investing and financing activities for the three months ended March 31, 2026 and 2025 were as follows:

Current wording

Our consolidated cash flows from operating, investing and financing activities for the six months ended June 30, 2026 and 2025 were as follows:

Previous wording

Net cash used in operating activities was $21.1 million for the three months ended March 31, 2026, compared to Net cash used in operating activities of $17.7 million for the three months ended March 31, 2025. Net cash used in operating activities reflects Net loss of $31.3 million for the three months ended March 31, 2026 compared to Net loss of $15.5 million for the three months ended March 31, 2025. Net cash used in operating activities for the three months ended March 31, 2026 reflects add-backs to Net loss for non-cash charges totaling $10.1 million, primarily attributable to a change in fair value of warrants of $5.1 million, stock-based compensation expense of $2.4 million and depreciation and amortization expense of $2.1 million net of changes in working capital. Net cash used in operating activities for the three months ended March 31, 2025 reflects add-backs to Net loss for non-cash charges totaling $4.2 million, primarily attributable to depreciation and amortization expense of $2.0 million and stock-based compensation expense of $2.0 million, net of changes in working capital.

Current wording

Net cash used in operating activities was $36.8 million for the six months ended June 30, 2026, compared to Net cash used in operating activities of $16.2 million for the six months ended June 30, 2025. Net cash used in operating activities reflects Net loss of $31.8 million for the six months ended June 30, 2026 compared to Net loss of $15.2 million for the six months ended June 30, 2025. Net cash used in operating activities for the six months ended June 30, 2026 reflects add-backs to Net loss for non-cash charges totaling $11.9 million, primarily attributable to depreciation and amortization expense of $6.9 million, a change in fair value of warrants of $2.1 million, stock-based compensation expense of $1.8 million, and amortization of debt issuance costs and revolver asset of $1.1 million, net of changes in working capital. Net cash used in operating activities for the six months ended June 30, 2025 reflects add-backs to Net loss for non-cash charges totaling $8.4 million, primarily attributable to depreciation and amortization expense of $6.0 million and stock-based compensation expense of $3.7 million, and partially offset by change in fair value of earnout consideration of $2.7 million, net of changes in working capital.

Previous wording

Net cash used in investing activities was $6.0 million for the three months ended March 31, 2026, compared to Net cash used in investing activities of $2.6 million for the three months ended March 31, 2025. Net cash used in investing activities for the three months ended March 31, 2026 reflects purchases of property, plant and equipment of $5.7 million, which is primarily comprised of aircraft purchases and aircraft improvements and capitalized costs related to IPR&D of $0.3 million. Net cash used in investing activities for the three months ended March 31, 2025 reflects purchases of property, plant and equipment of $3.3 million, capitalized costs related to IPR&D of $0.3 million and partially offset by sales of property, plant and equipment of $0.9 million.

Current wording

Net cash used in investing activities was $9.2 million for the six months ended June 30, 2026, compared to Net cash used in investing activities of $3.9 million for the six months ended June 30, 2025. Net cash used in investing activities for the six months ended June 30, 2026 reflects purchases of property, plant and equipment of $8.5 million, which is primarily comprised of aircraft purchases and aircraft improvements, and capitalized costs related to IPR&D of $0.7 million. Net cash used in investing activities for the six months ended June 30, 2025 reflects purchases of property, plant and equipment of $4.2 million, capitalized costs related to IPR&D of $0.6 million and partially offset by sales of property, plant and equipment of $1.0 million.

Previous wording

Net cash provided by financing activities was $4.8 million for the three months ended March 31, 2026, compared to Net cash used in financing activities of $1.2 million for the three months ended March 31, 2025. Net cash provided by financing activities for the three months ended March 31, 2026 primarily reflects drawdown of the Revolver of $6.0 million and partially offset by repayments on debt of $0.7 million and cash paid for taxes related to net share settlement of equity awards of $0.5 million. Net cash used in financing activities for the three months ended March 31, 2025 primarily reflects repayments of debt of $0.8 million and cash paid for taxes related to net share settlement of equity awards of $0.3 million.

Current wording

Net cash provided by financing activities was $22.0 million for the six months ended June 30, 2026, compared to Net cash used in financing activities of $2.0 million for the six months ended June 30, 2025. Net cash provided by financing activities for the six months ended June 30, 2026 primarily reflects a drawdown of the DDTL of $14.0 million and drawdowns of the Revolver totaling $10.0 million, partially offset by repayments on debt of $1.5 million. Net cash used in financing activities for the six months ended June 30, 2025 primarily reflects repayments of debt of $1.6 million and restricted stock units settled in cash of $0.4 million.

Previous wording

The Omnibus Plan expires on January 23, 2033. As of March 31, 2026, the Omnibus Plan authorized an aggregate of 18,196,755 shares of Common Stock for issuance, of which 15,099,137 shares are currently registered for issuance. As of March 31, 2026, 6,761,008 shares of Common Stock remain available under the Omnibus Plan, of which, 3,663,388 shares of Common Stock are currently registered for issuance.

Current wording

The Omnibus Plan expires on January 23, 2033. As of June 30, 2026, the Omnibus Plan authorized an aggregate of 18,196,755 shares of Common Stock for issuance. As of June 30, 2026, 6,429,306 shares of Common Stock remain available under the Omnibus Plan.

Previous wording

No goodwill impairment charges were recorded for the three months ended March 31, 2026 or 2025.

Current wording

No goodwill impairment charges were recorded for the three and six months ended June 30, 2026 or 2025.

Previous wording

We follow ASC 810-10-15 guidance with respect to accounting for VIEs. These entities do not have sufficient equity at risk to finance their activities without additional subordinated financial support from other parties or whose equity investors lack any of the characteristics of a controlling financial interest. A variable interest is an investment or other interest that will absorb portions of a VIE’s expected losses or receive portions of its expected returns and are contractual, ownership or pecuniary in nature and that change with changes in the fair value of the entity’s net assets. A reporting entity is the primary beneficiary of a VIE and must consolidate it when that party has a variable interest, or combination of variable interests, that provide it with a controlling financial interest. A party is deemed to have a controlling financial interest if it meets both of the power and loss/benefits criteria. The power criterion is the ability to direct the activities of the VIE that most significantly impact its economic performance. The losses/benefits criterion is the obligation to absorb losses from, or right to receive benefits from, the VIE that could potentially be significant to the VIE. The VIE model requires an ongoing reconsideration of whether a reporting entity is the primary beneficiary of a VIE due to changes in the facts and circumstances. For the three months ended March 31, 2026 and 2025, Northern Fire Management Services, LLC, a VIE of which the Company was identified as the primary beneficiary, is consolidated into our financial statements. Refer to “Note 2 – Summary of Significant Accounting Policies” of the Notes to Unaudited Condensed Consolidated Financial Statements included in this Quarterly Report for additional information.

Current wording

We follow ASC 810-10-15 guidance with respect to accounting for VIEs. These entities do not have sufficient equity at risk to finance their activities without additional subordinated financial support from other parties or whose equity investors lack any of the characteristics of a controlling financial interest. A variable interest is an investment or other interest that will absorb portions of a VIE’s expected losses or receive portions of its expected returns and are contractual, ownership or pecuniary in nature and that change with changes in the fair value of the entity’s net assets. A reporting entity is the primary beneficiary of a VIE and must consolidate it when that party has a variable interest, or combination of variable interests, that provide it with a controlling financial interest. A party is deemed to have a controlling financial interest if it meets both of the power and loss/benefits criteria. The power criterion is the ability to direct the activities of the VIE that most significantly impact its economic performance. The losses/benefits criterion is the obligation to absorb losses from, or right to receive benefits from, the VIE that could potentially be significant to the VIE. The VIE model requires an ongoing reconsideration of whether a reporting entity is the primary beneficiary of a VIE due to changes in the facts and circumstances. For the three and six months ended June 30, 2026 and 2025, Northern Fire Management Services, LLC, a VIE of which the Company was identified as the primary beneficiary, is consolidated into our financial statements. Refer to “Note 2 – Summary of Significant Accounting Policies” of the Notes to Unaudited Condensed Consolidated Financial Statements included in this Quarterly Report for additional information.

Previous wording

We will use this extended transition period for complying with new or revised accounting standards that have different effective dates for public business entities and non-public business entities until the earlier of the date that we (a) are no longer an emerging growth company or (b) affirmatively and irrevocably opt out of the extended transition period provided in the JOBS Act. The extended transition period exemptions afforded by our emerging growth company status may make it difficult or impossible to compare our financial results with the financial results of another public company that is either not an emerging growth company or is an emerging growth company that has chosen not to take advantage of this exemption because of the potential differences in accounting standards used. Refer to “Note 2 – Summary of Significant Accounting Policies” of the Notes to Unaudited Condensed Consolidated Financial Statements included in this Quarterly Report for the recent accounting pronouncements adopted and the recent accounting pronouncements not yet adopted for the three months ended March 31, 2026 and the year ended December 31, 2025.

Current wording

We will use this extended transition period for complying with new or revised accounting standards that have different effective dates for public business entities and non-public business entities until the earlier of the date that we (a) are no longer an emerging growth company or (b) affirmatively and irrevocably opt out of the extended transition period provided in the JOBS Act. The extended transition period exemptions afforded by our emerging growth company status may make it difficult or impossible to compare our financial results with the financial results of another public company that is either not an emerging growth company or is an emerging growth company that has chosen not to take advantage of this exemption because of the potential differences in accounting standards used. Refer to “Note 2 – Summary of Significant Accounting Policies” of the Notes to Unaudited Condensed Consolidated Financial Statements included in this Quarterly Report for the recent accounting pronouncements adopted and the recent accounting pronouncements not yet adopted for the three and six months ended June 30, 2026 and the year ended December 31, 2025.

Previous wording

We will be a “smaller reporting company” as defined in Item 10(f)(1) of Regulation S-K. Smaller reporting companies may take advantage of certain reduced disclosure obligations, including, among other things, providing only two years of audited financial statements. We will remain a smaller reporting company until the last day of the fiscal year in which (i) the market value of our common stock held by non-affiliates is greater than or equal to $250 million as of the end of that fiscal year’s second fiscal quarter, and (ii) our annual revenues are greater than or equal to $100 million during the last completed fiscal year or the market value of our common stock held by non-affiliates exceeds $700 million as of the end of that fiscal year’s second fiscal quarter.

Current wording

We are a “smaller reporting company” as defined in Item 10(f)(1) of Regulation S-K. Smaller reporting companies may take advantage of certain reduced disclosure obligations, including, among other things, providing only two years of audited financial statements. We will remain a smaller reporting company until the last day of the fiscal year in which (i) the market value of our common stock held by non-affiliates is greater than or equal to $250 million as of the end of that fiscal year’s second fiscal quarter, and (ii) our annual revenues are greater than or equal to $100 million during the last completed fiscal year or the market value of our common stock held by non-affiliates exceeds $700 million as of the end of that fiscal year’s second fiscal quarter.
Rearranged current paragraphs (12)

Current report — wording carried from elsewhere

The following table sets forth our unaudited condensed consolidated statements of operations information for the six months ended June 30, 2026 and 2025 and should be reviewed in conjunction with the financial statements and notes included elsewhere in this Quarterly Report.

Current report — wording carried from elsewhere

Revenues by service offering for the six months ended June 30, 2026 and 2025 were as follows:

Current report — wording carried from elsewhere

Revenues by geographic area for the six months ended June 30, 2026 and 2025 were as follows:

Current report — wording carried from elsewhere

Interest expense increased by $1.3 million, or 11%, to $12.8 million for the six months ended June 30, 2026, from $11.5 million for the six months ended June 30, 2025. The increase was driven by increased borrowings offset by favorable changes in financing terms related to the October 2025 debt refinancing.

Current report — wording carried from elsewhere

7 Net (loss) income margin calculated as Net (loss) income divided by Total revenue and Adjusted EBITDA margin calculated as Adjusted EBITDA divided by Total revenue.

Current report — wording carried from elsewhere

The reconciliation of Net loss, the most directly comparable GAAP measure, to EBITDA and Adjusted EBITDA for the six months ended June 30, 2026 and 2025 is as follows:

Current report — wording carried from elsewhere

1 Represents non-cash stock-based compensation expense associated with employee and non-employee equity and liability classified awards.

Current report — wording carried from elsewhere

2 Represents expenses related to integration costs for completed acquisitions and expenses related to potential acquisition targets and additional business lines.

Current report — wording carried from elsewhere

3 Represents non-cash fair value adjustment for earnout consideration issued in connection with the acquisitions of Ignis Technologies, Inc. and Flight Test & Mechanical Solutions, Inc.

Current report — wording carried from elsewhere

4 Represents the non-cash fair value adjustment for Warrants issued in connection with the Reverse Recapitalization.

Current report — wording carried from elsewhere

5 Represents one-time costs for professional service fees related to the preparation for potential offerings that have been expensed during the period.

Current report — wording carried from elsewhere

6 Represents expenses associated with the build out and transition of the executive leadership team.