BAER 10-K & 10-Q changes, risk factors and insider trading

•The unavailability of an aircraft due to loss, mechanical failure, lack of pilots or maintenance personnel, especially one of the VikingSuper Air CL-415EAFs,Scoopers, would result in lower operating revenues for us for a period of time that cannot be determined and would likelycould be prolonged.

•There is a limited supply of new CL-415EAFSuper Scooper aircraft to purchase, and an inability to purchase additional CL-415EAFSuper Scooper aircraft could impede our ability to increase our revenue and net income.

As the owners and operators of certain aircraft, including the CL-415EAFs,Super Scoopers, we believe that safety and reliability are two of the primary attributes that customers consider when selecting aerial firefighting services. Our failure to maintain standards of safety and reliability that are satisfactory to our customers may adversely impact our ability to retain current customers and attract new customers. We are at risk of adverse publicity stemming from any public incident involving our company, our people, or our brand. Such an incident could involve the actual or alleged behavior of any of our employees.

Our operations may also be negatively impacted by accidents or other safety-related events or investigations that occur in or near the airports and the hangars we utilize for our aerial firefighting services. For example, if an accident were to occur at or near one of our hangars that we rely on for certain flights, we may be unable to utilize that hangar until the accident has been cleared, any damages to the facilities have been repaired and any insurance, regulatory, or other investigations have been completed. Similarly, an adverse safety event by a third- party with respect to the CL-415EAFSuper Scooper or any of the other planes in our fleet could result in temporary or permanent bans on certain aircraft models by our current or future customers.

The performance of our services necessitates that we interact with wildfires. Wildfires can be massively unpredictable, and while we have implemented safety protocols and systems, these protocols and systems cannot eliminate the risk of accidents. Further, to effectively fight fires, flight operations often require low-level flights and involve performing services in mountainous terrain, both of which increase the risks involved with our services. To protect against these dangers, we may be required to incur more expenses and/or implement time- consumingtime-consuming safety protocols and systems, which could cause our expenses to be higher than anticipated. We may also be more likely to experience an adverse safety event.

The unavailability of an aircraft due to loss, mechanical failure, lack of pilots or maintenance personnel, especially one of the VikingSuper Air CL-415EAFs,Scoopers, would result in lower operating revenues for us for a period of time that cannot be determined and would likelycould be prolonged.

Aircraft loss for any reason could impact our ability to provide services. Short- or long-term unavailability of an aircraft may also result from an aging fleet or parts obsolescence. Replacement aircraft or replacement parts may not be available or only available with significant costs and/or delays.

Our aircraft have been modified to deploy our technology and support our existing firefighting tactics to fight wildfires. In particular, the Super Scooper is specially designed to fight forest fires with water and to refill from open bodies of water. If new technology or firefighting tactics are created or discovered that provide more powerful, more economic, faster, safer, more environmentally friendly firefighting services or that provide services that are otherwise superior in certain aspects to our current services, then we may see reduced demand for our services or be required to incur additional costs to adapt our fleet to such technologies or firefighting tactics. Additionally, current and potential government customers may push towards contracting services from customers with modernized fleets. All of these changes could narrow the scope of future contracts to exclude our existing assets, which could reduce demand for our services, our revenues and earnings.

We rely on IT networks and systems to operate and manage our business. Our IT networks and systems process, transmit and store personal and financial information and proprietary information of our business. The technology also allows us to coordinate our business across our operation bases and communicate with our employees and externally with customers, suppliers, partners and other third parties. While we believe we take reasonable steps to secure these IT networks and systems, and the data processed, transmitted and stored thereon, such networks, systems and data may beare susceptible to cyberattacks, viruses, malware, or other unauthorized access or damage (including by environmental, malicious, or negligent acts), which could result in unauthorized access to, or the release and public exposure of, our proprietary information or our users’ personal information. In addition, cyberattacks, viruses, malware, or other damage or unauthorized access to our IT networks and systems could result in damage, disruptions, or shutdowns to our platform. Any of the foregoing could cause substantial harm to our business, require us to make notifications to our customers, governmental authorities, or the media, and could result in litigation, investigations or inquiries by government authorities, or subject us to penalties, fines and other losses relating to the investigation and remediation of such an attack or other unauthorized access or damage to our IT systems and networks.

Data breaches of companies and governments continue to increase as the number, intensity and sophistication of attempted attacks and intrusions from around the world have increased and we, our customers, and third parties increasingly store and transmit data by means of connected IT systems. Additionally, risks such as code anomalies, “Acts of God”, data leakage, cyber-fraud and human error pose a direct threat to our services, systems and data and could result in unauthorized access or block legitimate access to sensitive or confidential data regarding our operations, customers, employees and suppliers, including personal information.

The potential physical effects of climate change, such as increased frequency and severity of storms, floods, fires, fog, mist, freezing conditions, sea-level rise and other climate-related events, could affect our operations, infrastructure and financial results. We could incur significant costs to improve the climate resiliency of our infrastructure and otherwise prepare for, respond to and mitigate such physical effects of climate change. We are not able to accurately predict the materiality of any potential losses or costs associated with the physical effects of climate change. We believe that rising global temperatures have been, and in the future are expected to be, one factor contributing to increasing rates and severity of wildfires. Climate change and global temperatures are impacted myby many variables, however, and cannot be predicted with certainty. If global temperatures were to decrease, then the rate and severity of wildfires may decrease as well, resulting in lower demand for our services.

None of our employees are currently represented by a labor union. However, it is common throughout the aerospace industry generally for many employees at aerospace companies to belong to a union, which can result in higher employee costs and increased risk of work stoppages. We may also directly and indirectly depend upon other companies with unionized work forces,workforces, such as parts suppliers and trucking and freight companies, and work stoppages or strikes organized by such unions could harm our business, financial condition or operating results.

WeIn haveOctober 2025, we entered into groundaircraft leaseshangar subleases with terms of twenty (20) years and ten (10) years with thean Gallatinunrelated Airportthird Authority (the “Airport Authority”) for each of our hangars.party. If the Airport Authoritysublessor declines to renew any of our groundaircraft leases,hangar subleases, our operations and results of operations could be materially and adversely impacted.

Our fire suppression fleet is comprised mainly of CL-415EAFSuper Scooper aircraft, which is currently limited in supply (see the section of this Annual Report on Form 10-K entitled “Risk Factors — There is a limited supply of new CL-415EAFSuper Scooper aircraft to purchase, and an inability to purchase additional CL-415EAFSuper Scooper aircraft could impede our ability to increase our revenue and net income.”). Furthermore, regulations or restrictions that cause us to ground the fleet after a safety or maintenance event, whether or not in connection with us or our services, have the potential to significantly affect our ability to carry out our operations and generate revenue. A similar incident could also damage our reputation or the perception of safety or efficacy of the CL-415EAFSuper Scooper in fighting wildfires, which could negatively impact our business and results of operations.

Our quarterly and annual operating results may fluctuate significantly, which makes our future operating results difficult to predict and could cause our operating results to fall below expectations or any guidance we may provide. These fluctuations may occur due to a variety of factors, many of which are outside of our control, including but not limited to: forest fires tend to have a higher occurrence during the summer months and during times of drought, but are ultimately unpredictable; climate change and changes in global temperatures occur over time; unexpected weather patterns, natural disasters or other events that increase or decrease the rate or intensity of wildfires or impair our ability to perform firefighting services; and changes in governmental regulations or in the status of our regulatory approvals or applications. The individual or cumulative effects of factors discussed above could result in large fluctuations and unpredictability in our quarterly and annual operating results. As a result, comparing our operating results on a period-to-period basis may not be meaningful or be a good indication of our current or future performance. For example, due to the condensed and less intense 2023 wildfire season, we experienced a decrease in demand for our wildfire surveillance, relief and suppression and aerial firefighting services and had lessfewer flight hours and standby days than prior years, which negatively impacted our results of operations for the 2023 wildfire season. ComparedDue to an earlier start to the 2024 and 2025 wildfire season,seasons, we experienced an increase in demand for our wildfire surveillance, relief and suppression and aerial firefighting services and had more flight hours and standby days than prior year,2023, which positively impacted our results of operations for the 2024 and 2025 wildfire seasonseasons and there is no assurance that such increase in demand before the typical fire season will occur in future years.

We derive a substantial portion of our revenue from contracts with the U.S. federal government (accounting for approximately 67%76% and 72%67% of our total revenue for the years ended December 31, 20242025 and 2023,2024, respectively) and may enter into additional contracts with the U.S. or foreign governments in the future. This subjects us to statutes and regulations applicable to companies doing business with the government, including the FAA. These government contracts customarily contain provisions that give the government substantial rights and remedies, many of which are not typically found in commercial contracts and which are unfavorable to contractors. For instance, most U.S. government agencies include provisions that allow the government to unilaterally terminate or modify contracts for convenience, and in that event, the counterparty to the contract may generally recover only its incurred or committed costs and settlement expenses and profit on work completed prior to the termination. In addition, as a small business, we have been awarded certain government contracts based on our status under the applicable regulations of the Small Business Association. If we continue to expand and are unable to maintain this small business status, we may no longer be eligible to utilize the small business status to grow our business. If the government terminates a contract for default, the defaulting party may be liable for any extra costs incurred by the government in procuring undelivered items from another source.

Our U.S. government business also is subject to specific procurement regulations and a variety of socioeconomic and other requirements. These requirements, although customary in U.S. government contracts, increase our performance and compliance costs. These costs might increase in the future, thereby reducing our margins, which could have an adverse effect on our business, financial condition, results of operations and cash flows. In addition, the U.S. government has and may continue to implement initiatives focused on efficiencies, affordability and cost growth and other changes to its procurement practices, such as those pursued by the recently created Department of Government Efficiency (“DOGE”). On January 20, 2025, President Trump announced an executive order establishing the DOGE to maximize government efficiency and productivity. In February 2025, President Trump stated that he has directed DOGE to review Pentagon spending for potential waste and fraud.practices. Pressures on and uncertainty surrounding the U.S. federal government’s budget and potential changes in budgetary priorities, could adversely affect our revenue, financial condition, and results of operations. These initiatives and changes to procurement practices may change the way U.S. government contracts are solicited, negotiated and managed, which may affect whether and how we pursue opportunities to provide our products and services to the U.S. government, including the terms and conditions under which we do so, which may have an adverse impact on our business, financial condition, results of operations and cash flows. For example, contracts awarded under the United States Department of Defense’sWar’s Other Transaction Authority for research and prototypes generally require cost-sharing and may not follow, or may follow only in part, standard U.S. government contracting practices and terms, such as the Federal Acquisition Regulation and Cost Accounting Standards.

Our total revenues are concentrated among a small number of large customers. Sales to our three largest customers in the aggregate represented 87% of our total revenues for the year ended December 31, 2025, sales to our largest customer represented 66% of our total revenues for the year ended December 31, 2025, and two customers accounted for 69% of trade accounts receivable as of December 31, 2025. Sales to our two largest customers in the aggregate represented 73%,73% of our total revenues for the year ended December 31, 2024, sales to our largest customer represented 61% of our total revenues for the year ended December 31, 2024, and three customers that accounted for 72% of trade accounts receivable as of December 31, 2024. Sales to our three largest customers in the aggregate represented 88%, sales to our largest customer represented 65% of our total revenues for the year ended December 31, 2023, and three customers that accounted for 92% of accounts receivable as of December 31, 2023. We are under continued pressure from our major customers to offer lower prices, extended payment terms, increased marketing and other allowances and other terms more favorable to these customers because our sales to these customers are concentrated, and the market in which we operate is very competitive. These customer demands have put continued pressure on our operating margins and profitability, resulted in periodic negotiations in connection with open requests for proposals to provide more favorable prices and terms to these customers and significantly increased our working capital needs. In addition, this customer concentration leaves us vulnerable to any adverse change in the financial condition of these customers. Changes in terms with, significant allowances for and collections from these customers could affect our operating results and cash flows. The loss of our main customers could adversely affect our business.

Our ability to produce our current and future systems, technologies and services and other components of operation is dependent upon sufficient availability of raw materials and supplied components, which we secure from a limited number of suppliers. Our reliance on suppliers to secure raw materials and supplied components exposes us to volatility in the prices and availability of these materials. We may not be able to obtain sufficient supplies of raw materials or supplied components on favorable terms or at all, which could result in delays in the provision of our services, our ability to repair and service our assets, or increased costs, any of which could harm our business, financial condition and results of operations. In particular, we rely on De Havilland (previously known as Viking, an affiliate of LAS), the manufacturer of our Super Scooper aircraft and an affiliate of LAS,aircraft, to source and acquire the parts and materials needed to maintain our Super Scoopers and Bridger has not identified a readily available alternative supplier for certain of such parts. If we are unable to obtain (including as a result of a disruption to Viking’sDe Havilland’s business operations, supply lines or the impact of trade restrictions on Viking’sDe Havilland’s ability to source raw materials on a cost effective basis, or at all) the necessary parts and materials to maintain our Super Scooper aircraft from Viking,De Havilland, and if we are unable to identify an alternative supplier for such parts and materials in a timely manner, then our business operations, including the maintenance and performance of our Super Scooper aircraft, and results of operations would be adversely affected.

There is a limited supply of new CL-415EAFSuper Scooper aircraft to purchase, and an inability to purchase additional CL-415EAFSuper Scooper aircraft could impede our ability to increase our revenue and net income.

Currently, a majority of our revenue derives from services performed by the CL-415EAF.Super LASScooper. The manufacturer has only made a limited number of CL-415EAFsSuper Scoopers available for sale between 2020 and 2025. If we continue to focus operations on a single airframe for fire suppression and we do not expand our fleet to other aircraft, our operations may be impacted by the limited supply of new CL-415EAFSuper Scooper aircraft available to purchase, which creates a revenue ceiling until additional aircraft can be produced or acquired, which could adversely affect our results of operation and ability to obtain efficiencies of scale.

We may require substantial additional funding to finance our operations and growth strategy, but adequate additional financing may not be available when we need it, on acceptable terms, or at all, and our ability to pursue equity financings may dependdepend, in part, on the market price of our Common Stock.

We financed our operations and capital expenditures during 2022 and 2023 primarily through private financing rounds, including the $160.0 million aggregate municipal bond financing that closed on July 21, 2022 and August 10, 2022. During 2024, the Company sold an aggregate of 33,798 shares of Common Stock at a weighted-average price of $5.13 per share for net proceeds of $0.2 million under the 2024 ATM Agreement. In addition, the Company raised additional equity capital through a registered direct equity offering resulting in net cash proceeds of approximately $9.2 million. In the future, we could be required to raise capital through public or private financing or other arrangements. Such financing may not be available on acceptable terms, or at all, and our failure to raise capital when needed could harm our business. We may sell equity securities or debt securities in one or more transactions at prices and in a manner as we may determine from time to time for general corporate purposes or for specific purposes, including in order to pursue growth initiatives. Any debt financing, if available, may involve restrictive covenants and could reduce our operational flexibility or profitability. If we sell any securities in subsequent transactions, our current investors may be materially diluted. If we cannot raise funds on acceptable terms, we may not be able to grow our business or respond to competitive pressures. In addition, our ability to generate proceeds from equity financings will significantly depend on the market price of our Common Stock. For so long as the market price of our Common Stock is below the exercise price of our 17,250,000 warrants to purchase shares of Common Stock at an exercise price of $11.50 per share, which were issued in exchange for the 17,250,000 JCIC warrants originally issued as part of the units JCIC issued in the JCIC initial public offering (“Public Warrants”) and the 9,400,000 warrants to purchase shares of Common Stock at an exercise price of $11.50 per share, which were issued in exchange for 9,400,000 JCIC warrants (“Private Placement Warrants”) originally purchased in a private placement by JCIC Sponsor LLC, a Cayman Islands exempted limited partnership (“JCIC Sponsor”) (collectively, the “Warrants”), our Warrants remain “out-of-the-money,” and our Warrant Holders 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 proceeds from the exercise of Warrants to fund our operations.

In connection with the acquisition of the Spanish Scoopers by a subsidiary of MAB, we entered into a services agreement (the “MAB Services Agreement”) with such subsidiary that provides that, subject to the Company’s existing debt obligations, Bridger must apply the net cash proceeds from (i) 75% of the net cash proceeds of the issuance of equity securities in excess of $1.8 million, (ii) the net cash proceeds of the sale of equity interests, assets or properties other than in the ordinary course, (iii) the net cash proceeds of the incurrence of indebtedness in excess of $5 million, other than refinancing indebtedness and (iv) the net cash proceeds of any sale, sale leasebacksale-leaseback or other fundamental corporate transaction, in each case, towards the purchase of the Spanish Scoopers and/or other payment obligations under the Agreement. As a result, our use of proceeds from additional funding will be restricted during the term of the MAB Services Agreement. Additionally, the MAB Services Agreement restricts us from acquiring, leasing or operating any new Super Scooper or other firefighting aircraft during the term of the Agreement, excluding the Super Scoopers and other firefighting aircraft currently owned or leased by us. The MAB Services Agreement also prohibits us from purchasing other equity interests, assets or properties with cash or cash equivalents during the term of the agreement. As a result, the MAB Services Agreement may preclude us from pursuing acquisition or expansion plans that we would have otherwise pursued and may limit our growth options and strategy, other than the acquisition and return to service of the Spanish Scoopers under the MAB Services Agreement.

As further described under the section of this Annual Report on Form 10-K entitled “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources—Indebtedness”, we have also entered into various term loan agreements and other long-term debt to fund the purchase of additional aircraft and finance the construction of aircraft hangars.aircraft. Under the terms of such agreements, we are subject to certain financial covenants including, a DSCR,Debt currentService assetsCoverage toRatio liabilities(“DSCR”) and senior leverage ratios requirements, respectively, under the agreementsagreement of our credit facilitiesfacility with CitywideUMB BanksBank (formerly known as Rocky Mountain Bank). The Company iswas in compliance with such financial covenants as of December 31, 2024.2025. However,On noFebruary assurance24, can2026, bethe providedCompany thatobtained wean willamendment befrom ablethe lender pursuant to satisfywhich suchthe December 31, 2025 financial covenants inand all future periodsfinancial orcovenant that we will be able to obtain a waiver from our lenders in the event of non-compliance. A breach of any of these covenants or the occurrence of other events specified in the agreements or related debt documents could result in an event of defaultrequirements under the sameloan andwere givepermanently riseremoved tothrough the lenders’ right to accelerate our debt obligations thereunder and pursue other remedial actions under our credit facilities and/or trigger a cross-default under our other debt agreements, including our Series 2022 Bonds.maturity.

•increase our vulnerability to general adverse economic and industry conditions if we are unable to generate sufficient cash flow to service our debt and fund our operating costs, in which case our liquidity may be adversely affected.

On November 17, 2023, we entered into a series of agreements designed to facilitate the purchase and return to service of four Canadair CL-215T Amphibious Aircraft (the “Spanish Scoopers”) originally awarded to our wholly-owned subsidiary, Bridger Aerospace Europe, S.L.U. (“BAE”), in September 2023 via a public tender process from the Government of Spain for €40.3 million. Under the terms of the agreements, we agreed to sell the entire outstanding equity interest in BAE to MAB and purchase $4.0 million of non-voting Class B units of MAB.

We also entered into a services agreement with MAB whereby we will manage the return to service upgrades of the Spanish Scoopers through our wholly-owned Spanish subsidiary, Albacete Aero, S.L., while they are owned and funded by MAB. The service agreement also provides that we have the right, but not the obligation, to acquire each Spanish Scooper as it is ready to be contracted and returned to service. On December 23, 2025, we purchased two of the Spanish Scoopers from MAB for an aggregate purchase price of $50.0 million, allocated $25.0 million per aircraft. The Company assessed both MAB and BAE for variable interest entity accounting under ASC 810-10-15 and determined that MAB is a voting interest entity and BAE is a variable interest entity. However, neither entity is consolidated in the Consolidated Financial Statements as the Company does not have a controlling financial interest in MAB and the Company is not the primary beneficiary of BAE.

We have incurred significant losses since inception. While we currently generate revenue from our aerial firefighting and MRO services, wethe arecompany is in the early stages of establishing a track record of profitability and may not currentlysustain profitable,positive andresults it is difficult for us to predict ourin future operating results.periods. As a result, our losses may be larger than anticipated, and we may not be able to reach profitability in the foreseeable future. Further, our future growth is heavily dependent upon the necessity for our services.

As of December 31, 2024,2025, the directors and executive officers beneficially owned 8.9% of the outstanding Common Stock. In addition, former directors and officers hold an additional 36.1%18.7% of the outstanding Common Stock. In addition, the equityholdersequity holders of Bridger that are affiliates of Blackstone Inc. collectively beneficially owned 17.3% of the outstanding Common Stock as of December 31, 2024.2025. As a result, Bridger has a small number of significant stockholders who could significantly influence its business and operations.

The preparation of financial statements in conformity with GAAP, requires management to make assumptions and estimates that affect the amounts of assets and liabilities, disclosure of gain or loss contingencies as of the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. We will base our estimates on historical experience, known trends and events, and various other factors that we believe to be reasonable under the circumstances, as provided in the section of this Annual Report on Form 10-K entitled “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Critical Accounting Policies and Estimates.” The results of these estimates form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Significant items subject to such estimates and assumptions include: (a) excess and aging aircraft support parts reserves, (b) allowance for doubtful accounts, (c) useful lives of property, plant and equipment, net, (d) allocation of the purchase price to the fair value of assets acquired and liabilities assumed, (e) impairment of long-lived assets, goodwill and other intangible assets, (f) disclosure of fair value of financial instruments, (g) variable interest entities, (h) accounting for Series A Preferred Stock, (i) revenue recognition, (j) estimates and assumptions made in determining the carrying values of goodwill, other intangible assets and contingent consideration and (k) Public and Private Placement Warrants. Our results of operations may be adversely affected if our assumptions change or if actual circumstances differ from those in our assumptions, which could cause our results of operations to fall below the expectations of securities analysts and investors, resulting in a decline in the trading price of our Common Stock.

Bridger provides aerial wildfire surveillance, relief and suppressionsuppression, and aerial firefighting services using next-generation technology and environmentally friendly and sustainable firefighting methods primarily throughout the United States, as well as airframe modification and integration solutions for governmental and commercial customers. Our mission is to savedeploy the most advanced technologies in aviation to protect lives, propertyproperty, critical infrastructure, and habitatsthe threatenedenvironment, bydelivering wildfires,these leveragingcapabilities ourwhere high-qualitythey team,are specializedneeded aircraftmost, from wildfire response to defense and innovativebeyond. Through innovation and the use of advanced technology and data.software, Wefocusing areon meetingaerial anfirefighting, underserveddisaster response, government applications and growingpublic needsafety, forBridger next-generationaims full-serviceto aerialset firefightingthe platforms.global standard in aviation services.

Fire Suppression: Consists of deploying specialized Viking CL-415EAF (“Super Scooper”) aircraft to drop large amounts of water quicklyas part of the initial and directlydirect onattack to slow, contain, and extinguish wildfires.

Maintenance, Repair and Overhaul (“MRO”): Consists of maintenance and repair services for return-to-service upgrades of certain Canadair CL-215TCL-215 Amphibious (“Spanish Scoopers”) aircraft as well as airframe modification and integration solutions for governmental and commercial customers.

OurBecause operatingwildfires resultsoccur areat impacteddifferent bytimes seasonality.in Climatedifferent conditionsparts of the country, we operate on a year-round basis. However, historically the majority of wildfires occur in the second and otherthird factorsquarters, that may influence the revenues of our services may vary each season and year. Historically,so the demand for our services has generally been higher in the second and third quarters of each fiscal year due to the timing and duration of the North American firewildfire season.season Consequently,with revenues,lower expenses and operating cash flows from our services are generated mostlydemand in the secondwinter andmonths. thirdAs quartersa ofresult, our fiscal year. However, the seasonal fluctuations in the need to fight wildfires based upon locationseasonality and the varying intensity of the fire season have caused, and may continue to leadcause, our operating results to fluctuate significantly from quarter to quarter and year to year.

Our business is highly dependent on the needs of government agencies to surveil and suppress fires. As such, our financial condition and results of operations are significantly affected by the weather, as well as environmental and other factors affecting climate change, which impact the number and severity of fires in any given period. The intensity and duration of the North American fire season is affected by multiple factors, some of which, according to a 2023 article by Climate Central, a nonprofit climate science news organization, are weather patterns including warmer springs and longer summers, decreasing relative humidity which lead to drier soils and vegetation and frequency of lightning strikes. Based on the climate change indicators published by the Environmental Protection Agency (“EPA”), these factors have shown year over yearyear-over-year increases linked to the effects of climate change and the overall trend in increased temperatures. We believe that rising global temperatures have been, and in the future are expected to be, one factor contributing to increasing rates and severity of wildfires. Historically, our revenue has been higher in the summer season of each fiscal year due to weather patterns which are generally correlated to a higher prevalence of wildfires in North America. Larger wildfires and longer seasons are expected to continue as droughts increase in frequency and duration, according to a 2024 article by the EPA.

Per the 20242025 National CentersInteragency forCoordination EnvironmentalCenter Information(“NICC”) annual report, approximately 8.8 million acres of U.S. land burned in 2024, 25.7% above the 2001-2020 annual average and the total number of wildfires during 20242025 was 78,000, approximately 90.0%15.0% ofabove the 2001-2020 annual average with approximately 61,000number wildfires reported.reported in 2024. Additionally, according to data from the National Interagency Coordination Center,NICC, the national wildland fire preparedness level reached Level 54 in 20242025 and Level 45 in 2023.2024.

Our primary source of revenues is from providing services, which are disaggregated into fire suppression, aerial surveillance, MRO and other services. Revenues and growth for our fire suppression and aerial surveillance services are driven by climate trends, specifically the intensity and timing of the North American fire season. MRO includes revenue from return-to-servicereturn to service and maintenance and repair services performed externally for third parties. Other services primarily consist of extraneous fulfillment of contractual services such as extended availability and mobilizations.

Interest expense consists of interest costs related to ourthe prior Gallatin municipal bond issuances by Legacy Bridger that closed in July and August 2022bonds (the “Series 2022 Bondsbonds”), ourthat permanentwere refinanced during 2025 and termthe new debt issued in connection with that refinancing, as well as our other various loan agreementsagreements. andInterest expense also reflects the net effect of ourthe interest rate swap.swap Interestprior expenseto its termination and also includes amortization of debt issuance costs associated with our loan agreements. Refer to “Liquidity and Capital Resources—Indebtedness” included in this Annual Report on Form 10-K for a discussion of our loan commitments.

UnitedFire Statessuppression revenue increased by $39.0$13.1 million, or 79%,20%, to $88.5$79.8 million for the year ended December 31, 2024,2025, from $49.5$66.8 million for the year ended December 31, 2023.2024. The increase was primarily driven by increasedfavorable flightrate hours due to an earlier start to the 2024 wildfire season and a more intense wild fire seasonincreases for our Super Scoopers in the year ended December 31, 20242025 compared to the year ended December 31, 2023.2024.

SpainMRO revenue wasincreased $10.1by $7.6 million, or 54%, to $21.5 million for the year ended December 31, 2024,2025, comparedfrom to$13.9 $48,000million for the year ended December 31, 2023.2024. ThisThe amountincrease isconsisted due toof the return-to-service work performed on the Spanish Scoopers in connection with the MAB services agreement.agreement, and the revenues from maintenance and repair work performed by Flight Test & Mechanical Solutions, Inc. (“FMS”), which was acquired in June 2024. Refer to “Note 2 – Summary of Significant Accounting Policies” of the Notes to Consolidated Financial Statements included in this Annual Report on Form 10-K for additional details.

Interest expense increaseddecreased by $0.5 million, or 2%, to $23.3 million for the year ended December 31, 2025, from $23.7 million for the year ended December 31, 2024, from $23.2 million for the year ended December 31, 2023.2024. The increasedecrease was primarily driven by afavorable lowerchanges capitalized interest associated with thein financing ofterms the construction of fixed assets for the year ended December 31, 2024 comparedrelated to the yearOctober ended2025 Decemberdebt 31, 2023.refinancing.

Each of the profitability measures described below is not recognized under GAAP and dodoes not purport to be an alternative to net income or loss determined in accordance with GAAP as a measure of our performance. Such measures have limitations as analytical toolstools, and should not be considered in isolation or as substitutes for our results as reported under GAAP. EBITDA and Adjusted EBITDA exclude items that can have a significant effect on our profit or loss and should, therefore, be used only in conjunction with our GAAP profit or loss for the period. Our management compensates for the limitations of using non-GAAP financial measures by using them to supplement GAAP results to provide a more complete understanding of the factors and trends affecting the business than GAAP results alone. Because not all companies use identical calculations, these measures may not be comparable to other similarly titled measures of other companies.

EBITDA is a non-GAAP profitability measure that represents net income or loss for the period before the impact of interest expense, income tax expense (benefit) and depreciation and amortization of property, plant and equipment and intangible assets. EBITDA eliminates potential differences in performance caused by variations in capital structures (affecting financing expenses), the cost and age of tangible assets (affecting relative depreciation expense) and the extent to which intangible assets are identifiable (affecting relative amortization expense).

Adjusted EBITDA is a non-GAAP profitability measure that represents EBITDA before certain items that are considered to hinder comparison of the performance of our businesses on a period-over-period basis or with other businesses. During the periods presented, we exclude from Adjusted EBITDA certain costs that are required to be expensed in accordance with GAAP, including non-cash stock-based compensation, business development and integration expenses, offering costs, gains and losses on disposal of fixed assets, non-cash adjustments to the fair value of earnout consideration and non-cash adjustments to the fair value of Warrants issued in connection with the Reverse Recapitalization. Our management believes that the inclusion of supplementary adjustments to EBITDA applied in presenting Adjusted EBITDA are appropriate to provide additional information to investors about certain material non-cash items and about unusual items that we do not expect to continue at the same level in the future.

The reconciliation of Net loss,income (loss), the most directly comparable GAAP measure, to EBITDA and Adjusted EBITDA for the years ended December 31, 20242025 and 20232024 is as follows:

6 Represents loss on the disposal of an aging aircraft and non-cash impairment charges on aircraft with projected cash flow losses.aircraft.

79 Net income (loss) margin represents Net income (loss) divided by Total revenue and Adjusted EBITDA margin represents Adjusted EBITDA divided by Total revenue.

For the year ended December 31, 2024,2025, the Company had an operatingnet income of $5.3 million, net loss of $15.6$4.1 million and cash flow provided by operating activities of $9.4$16.7 million. In addition, as of December 31, 2024,2025, the Company had unrestricted cash and investments of $39.3$31.4 million.

As of December 31, 2024,2025, our principal sources of liquidity were cash and cash equivalents of $39.3$31.4 million which were held for working capital purposes and restricted cash of $13.7 million. Restricted cash consists primarily of cash reserved for debt servicing on the Series 2022 Bonds.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. As of December 31, 2024, the Company had zero investments in debt securities classified as available-for-sale.

We believe our cash on hand, and cash expected to be generated from operating activities and available borrowing capacity under the Credit Agreement will be sufficient to fund our operations for the next twelve months. As described in “Item 1A. Risk Factors” included in this Annual Report on Form 10-K, our quarterly and annual operating results have fluctuated in the past and may vary in the future due to a variety of factors, many of which are external to our control. If the conditions in our industry deteriorate (such as due to the seasonality of our business), or if we are unable to sufficiently increase our revenues or further reduce our expenses, we may experience, in the future, a significant negative impact to our financial results and cash flows from operations. In such a situation, we could need to seek liquidity from sources other than our operations.

See Part I, Item 1A of our Annual Report on Form 10-K (“Form 10-K”) for the year ended December 31, 2025 for a discussion of our risk factors. There have been no material changes during the three months ended MarchJune 31,30, 2026 to the risk factors disclosed in our Form 10-K for the year ended December 31, 2025.

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 MarchJune 31,30, 2026 and December 31, 2025, for the three and six months ended MarchJune 31,30, 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.”

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 equivalentsequivalents, asavailable wellborrowing ascapacity, 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.

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.

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.

Interest expense consists of interest costs related to the prior Gallatin municipal bonds (the “Series 2022 bonds”), that were refinanced during 2025 and the new debt issued in connection with that refinancing, as well as our other various loan agreements. Interest expense also reflects the net effect of the interest rate swap prior to its termination and also includes amortization of debt issuance costs associated with our loan agreements. Refer to “ Liquidity and Capital Resources—Indebtedness” included in this Quarterly Report for a discussion of our loan commitments.

Comparison of the Three Months ended MarchJune 31,30, 2026 to the Three Months Ended MarchJune 31,30, 2025

The following table sets forth our Condensed Consolidated Statements of Operations information for the three months ended MarchJune 31,30, 2026 and 2025 and should be reviewed in conjunction with the financial statements and notes included elsewhere in this Quarterly Report.

Revenues decreased by $7.1$0.3 million, or 46%,1%, to $8.5$30.5 million for the three months ended MarchJune 31,30, 2026, from $15.6$30.8 million for the three months ended MarchJune 31,30, 2025.

Revenues by service offering for the three months ended MarchJune 31,30, 2026 and 2025 were as follows:

Fire suppression revenue decreasedincreased by $3.5 million, or 61%,19%, to $2.3$21.5 million for the three months ended MarchJune 31,30, 2026, from $5.8$18.1 million for the three months ended MarchJune 31,30, 2025. The decreaseincrease was primarily driven by decreasedincreased flight hours for our Super Scoopers for the three months ended MarchJune 31,30, 2026 compared to the three months ended MarchJune 31,30, 2025.

Aerial surveillance decreasedrevenue increased by $0.1$1.4 million, or 8%,36%, to $1.6$5.5 million for the three months ended MarchJune 31,30, 2026, from $1.7$4.0 million for the three months ended MarchJune 31,30, 2025. The decreaseincrease was primarily driven by unfavorableincreased rateflight decreaseshours for our surveillance aircraft for the three months ended MarchJune 31,30, 2026 compared to the three months ended MarchJune 31,30, 2025.

Maintenance repair revenue decreased by $3.2$1.9 million, or 41%35%, to $4.6$3.5 million for the three months ended MarchJune 31,30, 20262026, from $7.9$5.4 million for the three months ended MarchJune 31,30, 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 MarchJune 31,30, 2026 compared to the three months ended MarchJune 31,30, 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.

Other services revenue decreased by $0.2$3.3 million, or 93%,99%, to $18,000$21,000 for the three months ended MarchJune 31,30, 2026, from $0.3$3.3 million for the three months ended MarchJune 31,30, 2025. The decrease was primarily due to non-recurring third-party training and flight operations services utilizing our aircraft for the three months ended MarchJune 31,30, 2025 that did not occur for the three months ended MarchJune 31,30, 2026.

Revenues by geographic area for the three months ended MarchJune 31,30, 2026 and 2025 were as follows:

United States revenue decreasedincreased by $2.9$4.0 million, or 30%,16%, to $6.8$29.7 million for the three months ended MarchJune 31,30, 2026, from $9.7$25.7 million for the three months ended MarchJune 31,30, 2025. The decreaseincrease was primarily driven by decreasedincreased flight hours for our Super Scoopers and surveillance aircraft for the three months ended MarchJune 31,30, 2026 compared to the three months ended MarchJune 31,30, 2025.

Spain revenue decreased by $4.2$4.3 million, or 71%,84%, to $1.7$0.8 million for the three months ended MarchJune 31,30, 2026, from $5.9$5.1 million for the three months ended MarchJune 31,30, 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 MarchJune 31,30, 2026 compared to the three months ended MarchJune 31,30, 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.

Total cost of revenues decreasedincreased by $0.2$0.5 million, or 1%,3%, to $17.0$19.2 million for the three months ended MarchJune 31,30, 2026, from $17.2$18.7 million for the three months ended MarchJune 31,30, 2025.

Flight operations expenses increased by $0.3$2.2 million, or 5%,28%, to $6.6$10.1 million for the three months ended MarchJune 31,30, 2026, from $6.3$7.9 million for the three months ended MarchJune 31,30, 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 $0.7$1.0 million. The increase was partially offset by a decrease in aircraft lease expense of $0.4$0.2 million for the three months ended MarchJune 31,30, 2026 compared to the three months ended MarchJune 31,30, 2025.

Maintenance expenses decreased by $0.5$1.7 million, or 4%,16%, to $10.5$9.1 million for the three months ended MarchJune 31,30, 2026, from $11.0$10.8 million for the three months ended MarchJune 31,30, 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 $1.7$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 $0.5$0.2 million, for the three months ended MarchJune 31,30, 2026 compared to the three months ended MarchJune 31,30, 2025.

Selling, general and administrative expense increaseddecreased by $8.1$1.2 million, or 95%,19%, to $16.7$5.3 million for the three months ended MarchJune 31,30, 2026, from $8.6$6.5 million for the three months ended MarchJune 31,30, 2025. The increasedecrease was primarily attributable to a change in the fair value of the Warrants,Warrants whichof resulted$3.7 million. In addition, there was a decrease in anstock-based unfavorable period-over-period variancecompensation of $4.8$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 $2.1$1.5 million and an increase in non-recurring deal and organizational costs of $1.2$0.8 million, for the three months ended MarchJune 31,30, 2026 compared to the three months ended MarchJune 31,30, 2025.

Interest expense increased by $0.4$0.9 million, or 7%,15%, to $6.2$6.6 million for the three months ended MarchJune 31,30, 2026, from $5.7 million for the three months ended MarchJune 31,30, 2025. The increase was driven by increased borrowings offset by favorable changes in financing terms related to the October 2025 debt refinancing.

Other income decreased by $0.5$0.6 million, or 77%,87%, to $0.1 million for the three months ended MarchJune 31,30, 2026, from $0.6$0.7 million for the three months ended MarchJune 31,30, 2025. The decrease was primarilypartially 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 MarchJune 31,30, 2026 compared to the three months ended MarchJune 31,30, 2025.

Income tax expense decreased by $0.3$0.4 million, or 89%,95%, to $28,000$23,000 for the threesix months ended MarchJune 31,30, 2026, from $0.3$0.4 million for the threesix months ended MarchJune 31,30, 2025. The decrease was driven by a decrease in the state taxes for the threesix months ended MarchJune 31,30, 2026 compared to the threesix months ended MarchJune 31,30, 2025.

The reconciliation of Net loss,(loss) income, the most directly comparable GAAP measure, to EBITDA and Adjusted EBITDA for the three months ended MarchJune 31,30, 2026 and 2025 is as follows:

For the three and six months ended MarchJune 31,30, 2026, the Company had net loss of $31.3$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 $21.1$36.8 million. In addition, as of MarchJune 31,30, 2026, the Company had unrestricted cash of $9.0$7.2 million.