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

We have incurred significant losses since inception and may continue to incur losses in the future. Our net losses from continuing operations may be larger than anticipated, and we may not achieve profitability when expected, or at all. Even if we do, we may not be able to maintain or increase profitability. Further, in the second half of 2025, we divested our Passenger business and began focusing exclusively on providing medical logistics and clinical services to transplant centers, Organ Procurement Organizations (“OPOs”) and hospital customers (collectively, “Medical Customers”). As a result, our ability to generate revenue sufficient to achieve profitability will depend on numerous factors, many of which are outside of our control, including our ability to secure new Medical Customers and expand our offerings with current customers, achieve sufficient utilization of our assets and personnel, and effectively integrate acquisitions.

•the costs associated with finalizing the divestment of the Passenger business and the integration of acquisitions;

Any inability to realize the anticipated benefits of the sale of the Passenger business or acquisition of Keystone could negatively impact our stock price and our business and financial results.

On August 29, 2025, the Company completed the sale of its Passenger business to Joby Aero, Inc. (“Joby Buyer”) on September 16, 2025, the Company completed the acquisition of Keystone. We completed these transactions with the expectation that they could result in various benefits to us, but such anticipated benefits are subject to a number of uncertainties, including our ability to timely realize cost efficiencies and accretive benefits and our ability to successfully integrate Keystone and retain its key employees and clients following the acquisition. Failure to achieve these anticipated benefits could result in decreases in the amount of expected revenues and diversion of management’s time and energy, which could in turn materially adversely affect our stock price, business and financial results. In addition, while the Company will be entitled to up to $35.0 million in contingent consideration from the Joby Buyer upon the satisfaction of certain employee retention and financial performance targets, there can be no assurance that we will receive such contingent consideration. Any contingent consideration that we receive may be paid in cash or shares of Joby Aviation at the election of the Joby Buyer and, as a result, the value of any contingent consideration we receive may be subject to risks associated with Joby Aviation’s business and common stock over which we have no control.

Furthermore, the sale of the Passenger business has resulted in our business becoming less diversified. As a result, we are more vulnerable to changing market conditions that impact our Medical Customers, including changes in hospital budgets, transplant volumes, or regulatory requirements. In addition, the diversification of our revenues, costs and cash flows has diminished as a standalone company, such that our results of operations, cash flows, working capital and financing requirements may be subject to increased volatility and our ability to fund capital expenditures may be diminished.

We provide clinical services to our customers and perfusion staffing services to hospitals and health systems. We may be subject to negative publicity and reputational damage related to the provision of such services, as well as litigation, claims, investigations, and other proceedings, which could result in actions including substantial judgments, settlement costs, uninsured or underinsured liabilities, and other adverse consequences.

We rely significantly on our ability to attract, develop, and retain professionals who possess the skills, experience and, as required, licensure, necessary to perform organ recovery services and perfusion staffing services. Our professionals are involved in clinical services such as surgical recovery, which involves the retrieval of organs from donors, and normothermic regional perfusion services, which operate in heavily regulated environments. The requirements and protocols for such services are complex and may vary amongst our customers. If there is a negative outcome in a particular case, or if a particular case raises ethical questions or concerns, even if our staff were not directly involved in the case, we may be subject to negative publicity, reputational harm, investigations, litigation, claims, and governmental actions that could have an adverse effect on our operations, financial results, and reputation.

Public or professional debate regarding organ recovery techniques, perfusion practices, or evolving clinical protocols may subject our services to heightened scrutiny by regulators, medical societies, or the media. Changes in accepted clinical standards or adverse publicity relating to the broader transplant ecosystem, even if not directly related to our services, could reduce customer confidence or lead to increased regulatory oversight.

The market for qualified perfusionists, surgical recovery personnel, and other specialized clinical professionals remains highly competitive, and shortages of experienced clinicians, increased turnover, credentialing delays, or workforce fatigue could adversely affect our ability to provide services at scale. In addition, evolving hospital privileging requirements, state licensure rules, or customer-specific credentialing standards may limit our ability to deploy personnel efficiently across different jurisdictions or customers, which could increase costs, reduce operational flexibility, or result in service disruptions.

Our reliance on contractual relationships with certain transplant centers, hospitals, Organ Procurement Organizations and other strategic alliances could adversely affect our business, financial condition and results of operations.

We rely significantly on contractual relationships with certain transplant centers, hospitals, OPOs and other strategic partners and alliances for a substantial portion of our medical logistics and clinical services business. These relationships are important to our ability to expand into new markets and deepen our presence in existing markets. Our growth depends in part on our ability to successfully compete for and maintain these relationships, including through requests for proposals and other procurement processes, and many of our contracts may be subject to termination, non-renewal, pricing pressure or changes in scope.

Our medical logistics and clinical services business is highly dependent on the volume of human organs procured for transplant by our Medical Customers. If our Medical Customers cannot procure human organs for transplant or if the transplant industry experiences a shortage of human organs, whether due to changes in public health trends, donor eligibility criteria, regulatory or policy changes, or other factors, we may experience reduced demand for our services, revenue volatility and challenges in achieving or maintaining profitability. The transplant ecosystem in the United States is relatively concentrated among a limited number of transplant centers and OPOs, and our relationships within this ecosystem may expose us to heightened customer concentration and ecosystem risk. The loss of one or more significant Medical Customers, changes in procurement or allocation practices, or shifts in relationships among transplant centers, hospitals or OPOs could have a disproportionate impact on our operations, revenue and growth prospects. Reduced transplant challenges could also impair our ability to effectively utilize third-party aircraft and ground operators and could negatively affect our operating margins.

Additionally, advances in new organ preservation technology, changes in clinical practice, or the development of alternative treatments, including the emergence of animal-derived, synthetic, or lab-grown organs, could reduce the need for rapid, dedicated air transportation of human organs or alter the mix of services required by our Medical Customers. Any such developments could reduce demand for our services, require changes to our business model or place downward pressure on pricing, any of which could materially adversely affect our business, results of operations and financial condition.

Our growth may depend on the adoption and effective utilization of integrated clinical and logistics workflows by our Medical Customers, and failure to achieve such adoption could adversely affect our business, financial condition, and results of operations.

Our strategy includes expanding offerings that integrate clinical services, logistics coordination, and technology-enabled workflows designed to support transplant centers, OPOs, and hospitals. The successful adoption and utilization of these integrated solutions by our Medical Customers may depend on factors outside of our control, including customers’ willingness to modify existing clinical practices, adopt new technologies, integrate our systems into their workflows, and allocate resources toward training and implementation.

Medical Customers may be slow to adopt new solutions due to regulatory considerations, internal governance processes, budgetary constraints, competing technologies, or concerns regarding clinical outcomes, data security, or operational disruption. Even where customers initially adopt our solutions, they may not use them as extensively as anticipated, may fail to achieve expected efficiencies, or may discontinue use if competing offerings, preservation technologies, or alternative workflows become available.

In addition, the clinical environment in which transplant services are delivered is highly complex and involves multiple stakeholders, including surgeons, perfusionists, coordinators, and regulatory bodies. If our integrated offerings are perceived as difficult to implement, do not integrate effectively with customer systems, or fail to demonstrate measurable clinical or operational value, our ability to grow adoption among existing and prospective Medical Customers could be adversely affected.

Any failure to achieve widespread adoption or effective utilization of our integrated clinical and logistics offerings, including technology-enabled placement or coordination services, could reduce demand for our services, limit our ability to realize anticipated efficiencies or revenue growth, and materially adversely affect our business, financial condition, and results of operations.

The organ transportation and clinical services markets in which we operate are highly competitive, and increased competition could adversely affect our business, financial condition and results of operations.

The markets in which we operate are highly competitive and continue to evolve rapidly. We compete with a range of providers, including organ transportation and logistics companies, aviation operators, healthcare service providers, transplant logistics coordinators, and manufacturers of organ preservation technologies. Some competitors may have greater financial resources, longer operating histories, broader geographic reach, proprietary technologies, or more established relationships with transplant centers, OPOs, hospitals, or healthcare systems than we do.

Increasingly, we compete with companies that offer integrated logistics and clinical service models, proprietary preservation technologies, or differentiated device ecosystems. While we now offer a broader suite of clinical services, including surgical organ recovery, Normothermic Regional Perfusion (“NRP”), and perfusion staffing following the Keystone acquisition, competitors may benefit from proprietary preservation platforms, vertically integrated device offerings, or alternative business models that may be perceived by customers as providing clinical or operational advantages. In addition, some competitors may bundle preservation devices, logistics coordination, and clinical services into a single offering, which may create pricing, contracting or technological advantages that could place pressure on our margins or customer relationships.

Competition may result in reduced pricing, lower margins, loss of customers, increased marketing and operating costs, or reduced demand for our services. In addition, consolidation among competitors, strategic partnerships, or the entrance of new market participants, including healthcare providers, aviation operators, technology companies, or device manufacturers, could intensify competitive pressures. If we are unable to compete effectively on the basis of safety, reliability, clinical capabilities, pricing, or customer relationships, our business, financial condition, and results of operations could be materially adversely affected.

Our business depends on the availability of organ donors and viable donor organs, which are influenced by factors beyond our control, and any decrease in the availability or utilization of viable donor organs could have a material adverse effect on demand for our services and results of operations.

The success of our medical logistics and transport operations relies on the continued availability of organ donors and viable donor organs for transplant. The supply of donor organs, as well as the volume of organs ultimately recovered and transplanted, is influenced by numerous factors outside our control, including changes in organ donation rates, advancements in medical practices and preservation technologies, legislative, regulatory or policy changes affecting organ procurement and allocation, and shifts in public attitudes toward organ donation.

Additionally, broader public health and societal factors, such as pandemics or other public health crises, changes in accident or mortality rates, or modifications to donor eligibility criteria, may impact the availability of donor organs or the timing and logistics associated with organ recovery and transplant. Changes in oversight, performance standards or allocation policies applicable to OPOs or transplant centers could also impact transplant volumes or operational workflows.

If the availability or utilization of viable organs declines or if legislative, regulatory or policy changes limit the efficiency or scope of organ procurement or transportation, demand for our services could decrease, volumes could become more volatile, and our ability to efficiently deploy transportation and clinical resources could be adversely affected. Any of the foregoing could negatively impact our business, results of operations, financial condition and growth prospects.

Our ability to generate revenue from our medical logistics and transport services depends, in significant part, on our customers’ ability to secure adequate reimbursement or funding from government programs, private insurers, and other third-party payers to cover the costs associated with organ procurement and transplantation. Although we do not bill government programs or insurers directly, transplant centers, hospitals and OPOs may rely on reimbursement or other funding sources to cover the costs associated with organ transport. If our customers are unable to secure sufficient reimbursement or funding for transplant-related services, demand for our services could be reduced and our business could be adversely affected. In the U.S., reimbursement and funding for these services may be influenced by Medicare, Medicaid, private insurers, and other payers, each of which has substantial discretion in determining coverage, payment levels, and what services are considered “reasonable and necessary.” A lack of adequate reimbursement or funding, or changes in payer policies, could limit our customers’ willingness or ability to use our services, particularly if they determine that alternative transportation options or operational approaches are more economical. In markets where reimbursement or funding for organ transport services is unavailable or limited, hospitals and transplant centers may seek more cost-effective alternatives, reducing our potential revenue.

Even if existing reimbursement and funding arrangements from government programs and third-party payers currently make our services or related products cost-effective for hospitals, these arrangements are subject to change. Ongoing efforts by governments, insurance companies, and other payers to contain or reduce healthcare costs could result in legislative or regulatory reforms that significantly reduce or eliminate reimbursement for the services we provide, including organ transport or any related devices.

If hospitals, transplant centers or OPOs in the U.S. are unable to obtain sufficient reimbursement or funding for our services, they may lack the economic incentives to continue using them. Additionally, if hospitals or surgeons determine that the benefits of our services do not justify the cost, our business could be adversely affected, which could negatively impact our financial condition and growth prospects.

The transport of organs involves numerous risks and delivery failures could expose us to liability and have a material adverse effect on our business, financial condition, results of operations, and reputation.

Our medical logistics and transport operations depend on precise timing and coordination to ensure the viability of organs for transplantation. Organs have strict ischemic time limits, meaning any delays—whether due to weather conditions, air traffic control restrictions, aircraft availability, maintenance issues, logistical inefficiencies or other operational challenges, whether foreseeable or not foreseeable—could compromise organ quality or render organs unsuitable for transplantation. Even relatively minor deviations from planned timelines can significantly reduce the chances of a successful transplant, potentially leading to adverse patient outcomes, liability exposure and reputational damage.

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

Strata’s mission is to increase the number of organs that are successfully transplanted while leveraging the Company’s expertise and resources to provide other medical and logistics services to a broader customer base. Strata’s goals are closely aligned with those of all participants in the transplant ecosystem, including transplant centers, regulators, Organ Procurement Organizations (“OPOs”) and other service providers. We believe that, by working with Strata, industry participants can save money, save more lives and operate more efficiently.

Beginning with the fourth quarter of 2025, following the integration of Keystone, Strata operates across two segments: Logistic and Clinical (see Note 11, to the consolidated financial statements included in this Annual Report on form 10-K for further information on reportable segments), both offering services related to organ transplant and the broader healthcare industry. All of Strata’s services are provided to transplant centers, organ procurement organizations, hospitals or other businesses that pay the Company directly. Strata provides:

Strata’s Logistics segment is marketed under the Trinity brand name and includes the following:

•Air Logistics – Air transportation of human organs for transplant as well as related staff, equipment, blood samples, and tissue samples. Service is typically provided on fixed wing aircraft operating specifically for each individual organ. Strata also offers on-board couriers for commercial flights and “next flight out” shipping coordination.

•Ground Logistics – Ground transportation of human organs for transplant as well as related staff, equipment, blood samples, and tissue samples.

•Organ Placement – Administrative services related to the acceptance of potential donor organs for recipients and support coordinating with the transplant process.

Strata’s Clinical segment is marketed under the Keystone brand name and includes the following:

Transplant Clinical

•Organ Recovery – Surgical procurement of donor organs.

•Normothermic Regional Perfusion (“NRP”) – In situ perfusion of donor organs with oxygenated blood to improve clinical outcomes and enable functional assessment prior to recovery.

•Preservation - Operation of devices utilized to preserve organs prior to being transplanted into a recipient.

Other Clinical Services

•Cardiac Care – Cardiac perfusion, blood management & autotransfusion and disposables. Services are typically provided under contract with hospitals to support open-heart surgery procedures.

•Other – Extracorporeal Membrane Oxygenation (“ECMO”) services, perfusion temporary staffing and equipment rental offered to healthcare providers.

Outlined below are recent material transactions impacting this Annual Report on Form 10-K.

Sale of Passenger business

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

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

The assets and liabilities of the Passenger business as of December 31, 2024 were retrospectively classified as held for sale and presented as discontinued operations. The results of operations for the years ended December 31, 2025 and 2024 reflect the financial results of the Passenger business, including activity through August 29, 2025, the transaction date, as discontinued operations. The cash flows and comprehensive income of the Passenger business have not been separately presented and are included in the consolidated statements of cash flows and consolidated statements of comprehensive loss, respectively, for all periods presented. Unless otherwise indicated, the information in the notes to the consolidated financial statements refer only to Strata's continuing operations and do not include discussion of balances or activity of the Passenger business.

Acquisition of Keystone Perfusion Services, LLC.

On September 16, 2025, the Company completed the acquisition of Keystone Perfusion Services, LLC (“Keystone”), an organ recovery and normothermic regional perfusion service provider to the transplant industry, pursuant to a Purchase and Sale Agreement, dated September 16, 2025 (the “Keystone Purchase Agreement”), for the following upfront payments: cash $111.3 million (comprised of $67.0 million paid directly to the seller and $44.3 million directed by the seller to other parties on the close date) and 3,434,609 shares (where 1,717,303 are held in escrow). The purchase consideration price is subject to final adjustment, upward or downward by up to $12.4 million, based on Keystone’s actual 2025 Adjusted EBITDA performance, with the adjustment to be determined by March 2026. In addition, total potential earn-out payments of up to $23.0 million in the aggregate for the three-year period from 2026 through 2028 may be made contingent upon Keystone’s achievement of gross profit targets (as defined in the Keystone Purchase Agreement). See Note 4 to the consolidated financial statements included in this Annual Report on Form 10-K for additional information.

Logistics Services

We typically provide logistics services to transplant centers, organ procurement organizations and other businesses on a contractual basis including provisions stipulating that Strata will be the “first call” for any transportation needs.

Pricing is based on a fixed price per flight hour flown with a fuel cost surcharge above a set benchmark. Ancillary costs such as landing fees and de-icing are passed through to the end customer.

We provide ground logistics using a combination of owned vehicles, which are allocated to hub positioned near our customers across the United States, and third-party providers.

We utilize a combination of company employees and contractors as couriers to facilitate the transportation of organs, typically kidneys, aboard scheduled commercial flights. For next flight out (NFO) services, where kidneys are placed in the cargo hold of a commercial flight, we coordinate with third-party providers on behalf of our customer.

Organ placement services are provided on a contractual basis with a fixed monthly fee based on the size of the customer’s program.

Clinical Services

We employ perfusionists and transplant surgeons that are primarily dedicated to a specific customer in a particular geography. We own perfusion equipment which is often provided as part of our services or offered through a traditional leasing arrangement.

Our clinical work for OPOs typically consists of surgical recovery, NRP services and related equipment provided on a contractual basis with a combination of retainer and per case fees.

For transplant centers, surgical recovery and NRP services are typically provided on an ad hoc basis with pricing on a per case basis. We leverage surgeons, perfusionists and equipment in place to support our OPO customers to provide more efficient options to transplant centers, utilizing locally available resources wherever possible to avoid incremental logistics costs.

For cardiac care hospitals, we typically provide perfusion staffing, often combined with perfusion equipment, on a contractual basis with a combination of retainer and per case fees.

Technology

We also utilize proprietary technology to manage staffing, training and chain of custody, as well as help customers streamline organ evaluation, procurement and logistics. Our technology enhances the efficiency and cost-effectiveness of our service offerings, further strengthening our position in the organ transportation industry.

Availability of Donor Organs

The majority of our business is directly tied to the volume of heart, liver and lung transplants performed in the United States, which is driven primarily by the supply of donor organs that become available.

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

The supply of donor organs is subject to numerous factors outside our control, including changes in organ donation rates, advancements in medical technology, legislative, regulatory or policy changes affecting organ procurement and allocation, and shifts in public attitudes toward organ donation. Additionally, unforeseen events such as pandemics, public health crises, or changes in accident rates may impact the availability of donor organs. If the supply of viable organs declines or if legislative, regulatory or policy changes limit our ability to efficiently transport them, our medical transport business could be adversely affected, which could negatively impact our financial condition and growth prospects.

2026 Acquisitions

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

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

On June 22, 2026, the Company completed the acquisition of 100% of the equity interests of Heart and Lung Transplant National Recovery Program, LLC (“HLT-NRP”), a provider of transplant surgical recovery services in the United States, expanding the Company's network of transplant surgeons and geographic reach in key markets. The transaction value of $22.3 million consisted of $18.0 million in cash and $4.3 million in Company common stock, which is subject to a multi-year lockup based on the seller's continued participation in the business.

None of these acquisitions, individually or in the aggregate, are considered material to the Company's financial position or results of operations. See Note 3 to the unaudited interim condensed consolidated financial statements for additional information.

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

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

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

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

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

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

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

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

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

For the six months ended June 30, 2025, total other non-operating income consisted of: (i) $2.5 million interest income, attributable to short-term investments and money market funds; and a (ii) $2.8 million non-cash income due to fair value revaluation of warrant liabilities as the value of the warrant liabilities fluctuates with the warrants’ market price.

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

For the six months ended June 30, 2025, net loss from discontinued operations was $(2.2) million, consisting of operating loss before tax of $(2.2) million attributable to the Passenger business operations in the United States and Europe.

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

(2) Represents contingent consideration in connection with the Keystone acquisition, where part of the Seller earnout was allocated to a vendor.