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

We are the largest provider of emergency medical services (“EMS”) and one of the largest providers of essential alternate-site, out-of-hospital care in the U.S. with more than 100 years of operating history. With approximately 34,000 employees as of MarchJune 31,30, 2026, we deliver compassionate, quality medical care, meeting a patient’s unplanned and planned care needs. We provide emergent, non-emergent, disaster response and event medical services, utilizing our more than 24,000 clinicians, fleets of air and ground assets for medical transportation and offer innovative solutions such as Nurse Navigation to provide comprehensive care to our patients in their time of need. We maintain longstanding relationships across the healthcare ecosystem, serving local communities, health systems, payors, public health and local, state and federal agencies.

On May 14, 2026, we completed our initial public offering (“IPO”), in which we issued and sold 31,914,893 shares of our Class A common stock, par value $0.0001 per share, at an initial public offering price of $15.00 per share. The Company received net proceeds of $454.8$446.8 million for the Class A common stock, after deducting underwriting discounts and commissionscommissions, and other offering-related expenses of $23.9$31.9 million. See Note 209 of our unaudited condensed consolidated financial statements included in Part I, Item 1 of this Form 10-Q.

Our operations depend upon third-party reimbursement programs, including government-sponsored and private insurance programs, to pay for most of the services rendered to patients. For the three months ended MarchJune 31,30, 2026 and 2025, we derived approximately 57%54% and 56%,59% of our net transport revenue, respectively, from commercial insurance and managed care, 34%35% and 35%,32%, respectively, from government-sponsored healthcare programs, primarily Medicare and Medicaid, and 2% and 2%, respectively, from self-pay patients. For the six months ended June 30, 2026 and 2025, we derived approximately 56% and 58% of our net transport revenue, respectively, from commercial insurance and managed care, 34% and 33%, respectively, from government-sponsored healthcare programs, primarily Medicare and Medicaid, and 2% and 2%, respectively, from self-pay patients.

Since the implementation of the No Surprises Act in 2022, we have won approximatelymore than 90% of IDR rulings, highlighting the defensibility of our commercial air reimbursement. Our experience with the IDR process to date has contributed to greater predictability in air reimbursement and has informed our approach to strategically enter into in-network contracts that holistically reflect the value of our services and optimize reimbursement. The federal No Surprises Act is limited in scope to air emergency services, however certain state governments have enacted or may pass future legislation that affects both our air and ground emergency ambulance services. See “Business - Healthcare Regulation” and “Risk Factors — Risks Related to Our Business” in the IPO Prospectus for more information.

Weather conditions impact our overall patient air emergency transport volume. For example, air medical helicopters operating under visual flight rules, and in many cases, those operating under Instrument Flight Rules, cannot complete a patient transport request during periods of inclement weather. In addition, inclement weather typically reduces human activity levels (such as driving, recreational activities and farming) that are associated with requests for medical services. For the three months ended MarchJune 31,30, 2026 and 2025, patient air transport requests cancelled due to poor weather conditions were 17.1%,15.5% and 17.9%18.5% of total patient air transport requests, respectively. For the six months ended June 30, 2026 and 2025, patient air transport requests cancelled due to poor weather conditions were 16.3% and 18.2% of total patient air transport requests, respectively. In certain instances of inclement weather, our integrated operations may allow us to shift our air clinical crews to our ground ambulance fleet to continue to meet patients’ needs. Historically, we have observed higher air services demand in the summer months and higher ground services demand during the winter flu season, which contributes to the seasonality of our operations.

Emergent Air Transport Requests: We calculate the number of emergent air transport requests as the volume of requests we receive for emergent air transports within a given period, excluding non-emergent air transport requests. Not all transport requests result in a patient transport due to factors such as weather and other uncontrollable cancellations, in addition to staffing availability, maintenance and other controllable cancellations. 37.4%36.4% and 37.8%39.0% of cancellations of emergent air requests were attributable to weather and other uncontrollable factors for the three months ended MarchJune 31,30, 2026 and 2025, respectively. 17.5%19.2% and 17.9%17.5% of cancellations of emergent air requests were attributable to staffing availability, maintenance and other controllable factors for the three months ended MarchJune 31,30, 2026 and 2025, respectively. 36.8% and 38.4% of cancellations of emergent air requests were attributable to weather and other uncontrollable factors for the six months ended June 30, 2026 and 2025, respectively. 18.4% and 17.7% of cancellations of emergent air requests were attributable to staffing availability, maintenance and other controllable factors for the six months ended June 30, 2026 and 2025, respectively.

Three Months Ended MarchJune 31,30, 2026 Compared to Three Months Ended MarchJune 31,30, 2025

Total revenue for the three months ended MarchJune 31,30, 2026 was $1,457.6$1,490.3 million compared to $1,367.4$1,442.0 million for the three months ended MarchJune 31,30, 2025. Net transport revenue increased $90.7$40.3 million, or 6.8%,2.9%, to $1,416.9$1,435.9 million for the three months ended MarchJune 31,30, 2026, compared to $1,326.2$1,395.6 million for the same prior year period. The increase in net transport revenue was attributable to a 1.4% increase in net revenue per transport, driven by a favorable mix shift from non-emergent to emergent transports and improvements in net revenue per transport on a comparable basis. In addition, air transport volume increased 6.9%, primarily due to strong demand and improved capture rate compared to the prior-year period, while ground transport volume increased 1.3%. Comparability between periods was affected by changes in estimates related to revenues subject to the No Surprises Act ("NSA"). Favorable changes in revenue estimates recognized during the three months ended June 30, 2026 were approximately $74.3 million lower than those recognized in the prior-year period. The prior-year period benefited from favorable developments in estimated collections associated with claims from earlier dates of service. As a result, the year-over-year growth in net transport revenue was partially offset by a less favorable contribution from changes in revenue estimates related to NSA claims. Complementary revenue increased $8.0 million, or 17.2%, to $54.4 million for the three months ended June 30, 2026, compared to $46.4 million for the same prior year period due primarily driven by improved net revenue per transport of 7.9% year-over-year driven by a positive mix shift from non-emergent to emergentincreased transports within ground,standby and strongspecial underlying air and ground net revenue per transport improvement on a like-for-like basis. Additionally, there was a 1.1% increase in emergent air transport volume due to better weather period-over-period. These factors were partially offset by a 1.1% decrease in total ground transports driven by a reduction in non-emergent transports as part of a deliberate shift in focus towards emergent ground services. Complementary revenue decreased $0.5 million, or 1.2%, to $40.7 million for the three months ended March 31, 2026, compared to $41.2 million due to decreased wheelchair transport volume period-over-period.events.

Employee wages, benefits and taxes. Employee wages, benefits and taxes expense increased $35.2$181.9 million, or 4.8%24.5%, to $770.0$924.5 million for the three months ended MarchJune 31,30, 2026, compared to $734.8$742.6 million for the same prior year period. The increase period-over-period was primarily driven by increased stock award expense of $129.6 million driven by the vesting of restricted stock units and non-cash settled performance stock units triggered upon the consummation of the IPO on May 14, 2026 and achievement of certain performance targets on such date, as applicable. Additionally, during the three months ended June 30, 2026, there were merit and other wage adjustments to attract and retain staff of $22.0approximately $26.0 million and increased health insurance expense of $8.8$11.2 million, driven by premium costs and claims volume year-over-year.

Maintenance, fuel and other direct expenses. Maintenance, fuel and other direct expenses increased $6.8$23.8 million, or 6.1%,21.1%, to $118.6$136.4 million for the three months ended MarchJune 31,30, 2026, compared to $111.8$112.6 million for the same prior year period. The increase was primarily driven by increased fuel unit and volume costs period-over-period of $2.6$10.1 million and by$1.6 million, respectively, and increased costaircraft maintenance expense of $9.2 million primarily related to medical suppliestiming of $1.6scheduled million.maintenance events.

Insurance expense. Insurance expense increaseddecreased $9.3$0.4 million, or 27.7%,0.8%, to $43.0$50.9 million for the three months ended MarchJune 31,30, 2026, compared to $33.7$51.3 million for the same prior year period, primarily driven by increased professional liability related claims and third-party premium expenses.period.

Other operating expenses. Other operating expenses increased $12.3$11.0 million, or 5.7%,5.0%, to $228.1$231.9 million for the three months ended MarchJune 31,30, 2026, compared to $215.8$220.9 million for the same prior year period. Other operating expenses primarily consist of outside services expense and general and administrative expense. Outside services expense increasedremained $1.3consistent million,at or 3.1%, to $43.4$42.4 million for the three months ended MarchJune 31,30, 2026,2026 comparedand to2025, $42.1 million for the same prior year period.respectively. General and administrative expense increased $11.0 million, or 6.3%,6.2%, to $184.7$189.5 million for the three months ended MarchJune 31,30, 2026, compared to $173.7$178.5 million for the same prior year period, primarily driven by increased systems integration and enhancement expenses of $3.4$2.0 million, software licensing and development of $2.5$2.6 million and freighttravel expenses of $1.2$2.7 million.

Depreciation and amortization. Depreciation and amortization expenses increased $0.3$4.5 million, or 0.3%,6.1%, to $75.4$77.0 million for the three months ended MarchJune 31,30, 2026, compared to $75.1$72.5 million for the same prior year period. Depreciation expense of property and equipment increased $4.3$5.6 million, or 8.4%,10.8%, to $55.6$57.4 million for the three months ended MarchJune 31,30, 2026, compared to $51.3$51.8 million for the same prior year period. Depreciation and amortization of finance right-of-use assets decreased $0.5 million, or 12.2%,12.8%, to $3.6$3.4 million for the three months ended MarchJune 31,30, 2026, compared to $4.1$3.9 million for the same prior year period. Amortization expense decreased $3.5$0.6 million, or 17.8%,3.6%, to $16.2 million for the three months ended MarchJune 31,30, 2026, compared to $19.7$16.8 million for the same prior year period, driven by acceleration of amortization related to a prior period acquisition no longer in operation.

Impairment of assets held for sale and other investments. There was no impairment of assets held for sale or strategic cost investments for the three months ended MarchJune 31,30, 2026.2026 For the three months ended March 31,or 2025, impairment charges of $14.1 million were recorded related to a strategic cost investment.respectively.

Acquisition, integration and other charges. Acquisition, integration and other charges decreasedincreased $0.7$11.8 million, or 16.0%,1,125.1%, to $3.6$12.9 million for the three months ended MarchJune 31,30, 2026, compared to $4.3$1.1 million for the same prior year period. The period-over-period decreaseincrease was driven by reduced$12.7 million in fees associated with previouslythe divestedIPO businesson units.May 14, 2026.

Interest expense, net. Interest expense, net decreased $30.5$31.7 million, or 26.8%,29.2%, to $83.2$76.8 million for the three months ended MarchJune 31,30, 2026, compared to $113.7$108.5 million for the same prior year period. The decrease was driven by lower interest rates achieved in conjunction with 2025 debt refinancing transaction, inthe addition$670.0 tomillion paydown of the term loans outstanding during the three months ended June 30, 2026, and mark-to-market changes on our interest rate swap agreements.

Other (income) loss, net. Other (income) loss, net increased $5.4$10.9 million, or 588.1%,104.1%, to income of $6.3$0.4 million for the three months ended MarchJune 31,30, 2026, compared to incomea loss of $0.9$10.5 million for the same prior year period. The increaseThere was primarily driven by a $6.9loss on divestiture of businesses of $5.3 million gain on the sale of a cost investment duringfor the three months ended MarchJune 31,30, 2026.2025, mainly driven by the net working capital finalization for the divestiture of our fire services business. Additionally, there was a loss on a strategic cost investment of $6.2 million for the three months ended June 30, 2025.

Income Tax (benefit) expense. Income tax expense increaseddecreased $6.8$32.6 million, or 23.3%,78.4%, to an expense of $36.2$9.0 million for the three months ended MarchJune 31,30, 2026, compared to an expense of $29.4$41.5 million for the same prior year period. Our effective tax rate was 25.4%46.5% for the three months ended MarchJune 31,30, 2026, compared to an effective tax rate of 43.6%34.0% for the same prior year period. The difference in our effective tax rate iswas primarily driven by the amount of 2026 net income before income taxestaxes, current year non-deductible executive compensation, and a current year benefit related to a decrease in the valuation allowance.

We reported net incomeloss of $106.3$28.3 million for the three months ended MarchJune 31,30, 2026, compared to net income of $38.0$80.8 million for the same prior year period. Operating income for the three months ended MarchJune 31,30, 2026 was $218.9$56.7 million, ana increasedecrease of $41.0$184.3 million, or 23.1%,76.5%, over the same prior year period. The year-over-year increasedecrease in net income and operating income was primarily due to $90.2 million of increased net revenues, partially offset by increased operating expenses primarily associated with employee wages, benefits and taxes of $35.2$181.9 million, and certain other operating expenses.expenses, partially offset by $48.3 million of increased net revenues.

Adjusted EBITDA is an analytical indicator used by management and the healthcare industry to evaluate company performance,performance and allocate resources and measure leverage.resources. Adjusted EBITDA should not be considered in isolation or as an alternative to net income (loss), cash flows from operations, investing or financing activities, or other financial statement data presented in the unaudited condensed consolidated financial statements as indicators of financial performance. Because Adjusted EBITDA is not a measure determined in accordance with GAAP and is thus susceptible to varying calculations, Adjusted EBITDA as presented may not be comparable to other similarly titled measures of other companies and may not be comparable to similarly titled measures used in debt compliance calculations. Net income (loss) is the financial measure calculated and presented in accordance with GAAP that is most comparable to Adjusted EBITDA, as defined.

As of MarchJune 31,30, 2026, we had cash and cash equivalents totaling $426.1$420.0 million. As of MarchJune 31,30, 2026, the maximum amount available under the A&R ABL Facility (as defined below) was $800.0 million, with $108.4$103.7 million of letters of credit outstanding, which impact the available credit under the A&R ABL Facility and a maximum amount available to draw under the A&R ABL Facility of $691.6$696.3 million. These letters of credit primarily secure the obligations of AMR’s operations and the Company’s captive insurance program. As of MarchJune 31,30, 2026, we had $372.5$348.0 million of purchase commitments for aircraft, of which $175.7$147.9 million were scheduled to be payable during the year ending December 31, 2026.

We were in compliance with all applicable financial covenants as of MarchJune 31,30, 2026.

Borrowings of 2032 First Lien Term Loans under the A&R First Lien Credit Agreement bear interest at a rate per annum equal to, at GMR, Inc.’s option, (a) the forward-looking term SOFR rate published by CME Group Benchmark Administration Limited for the interest period relevant to such borrowing (“Term SOFR”) plus an additional margin equal to 3.50% or (b) a base rate (the “Base Rate”) determined by reference to the highest of (1) the prime lending rate, (2) the federal funds effective rate plus 0.50% and (3) Term SOFR for a one-month interest period plus 1.00%, in each case, plus an additional margin equal to 2.50%, in each case of clauses (a) and (b) above, subject to a 0.25% reduction following achievement of a public corporate family rating by Moody’s equal to or higher than B1. On May 18, 2026, Moody’s upgraded GMR’s corporate family rating to B1 from B2. Pursuant to the terms of the Company’s senior secured term loan due 2032, the ratings upgrade resulted in a 25 basis point reduction in the applicable interest rate, effective upon the upgrade.

ThreeSix Months Ended MarchJune 31,30, 2026 Compared to ThreeSix Months Ended MarchJune 31,30, 2025

Operating activities. Cash provided by operating activities decreased $60.6$1.4 million to $128.7$217.3 million for the threesix months ended MarchJune 31,30, 2026, compared to $189.3$218.7 million for the same prior year period. The decrease in operating cash flow was primarily driven by timing of interest payments and employee retention bonus payments during the three months ended March 31, 2026.

Investing activities. Cash used in investing activities increased $3.1$18.7 million to $51.5$126.4 million for the threesix months ended MarchJune 31,30, 2026, compared to $48.4$107.7 million for the same prior year period. The increase was primarily driven by increased purchases of property and equipment during the threesix months ended MarchJune 31,30, 2026 and proceeds from divestitures received in the prior year,2026, partially offset by the sale of a cost investment during 2026.

Financing activities. Cash used in financing activities increased $235.7$280.0 million to $264.8$286.1 million for the threesix months ended MarchJune 31,30, 2026, compared to $29.1$6.1 million for the same prior year period. The increase was primarily driven by the redemptionpaydown of approximately $670.0 million outstanding borrowings under the 2032 First Lien Term Loan, and cash redemptions of Series B Preferred Stock of $250.0$549.5 million during 2026.2026, offset by proceeds received from the issuance of common stock of $446.8 million in our IPO, and proceeds received from the issuance of private placement warrants of $500.0 million.

As of MarchJune 31,30, 2026, there have been no significant changes to our contractual obligations and other commitments as disclosed in the IPO Prospectus, other than as described elsewhere in this Form 10-Q and other payments made in the ordinary course of business.

Following the IPO, we expect to utilize certain pre-IPO tax assets (including federal, state and localfederal net operating losses, deferred interest deductions, tax basis in amortizable or depreciable assets, and certain deductible expenses attributable to the transactions related to the IPO) that arose prior to or in connection with the IPO, which tax benefits are expected to reduce our future tax payments.

We consider our critical accounting policies and estimates to be those that involve significant judgments and uncertainties and may potentially result in material different results under different assumptions and conditions. There have been no material changes to our critical accounting policies and estimates from those disclosed in the IPO Prospectus which is hereby incorporated by reference.reference, except as discussed below.