GMR Solutions Inc. Reports Financial Results for the Three and Nine Months Ended September 30, 2026 and Updated Full Year 2026 Guidance

GMR Solutions Inc. Reports Financial Results for the Three and Nine Months Ended September 30, 2026 and Updated Full Year 2026 Guidance LEWISVILLE, Texas--( BUSINESS WIRE)--GMR Solutions Inc. (“GMR” or the “Company”) (NYSE: GMRS), the nation’s largest provider of emergency medical services (“EMS”), today announced financial results for the three and nine months ended September 30, 2026, and updated its full year 2026 financial guidance.

“The third quarter showcased the resiliency that is inherent in GMR’s scale, national footprint, and integrated model,” said Nick Loporcaro, Chairman and Chief Executive Officer. “Our ability to serve patients across a broad range of operations and geographies helped us navigate weather-related constraints and other external pressures while continuing to grow our core emergent services. Combined with the momentum we are seeing in Nurse Navigation and new market growth, these results reinforce our confidence in the strength of our platform and opportunities ahead.”

“We delivered strong financial performance in the third quarter, with revenue increasing 5.9% to $1,595.6 million, and net income increasing 81.7% to $135.6 million, despite weather-related pressure on flight activity, higher fuel and other inflationary costs, and the anticipated shift in payor mix,” said Brian Tierney, Chief Financial Officer. “Growth in our core emergent services, continued improvement in revenue per transport and disciplined cost management helped us absorb these headwinds while continuing to invest in the business and strengthen our financial position.”

Third Quarter 2026 Financial Highlights

________________________________________

(1)

Adjusted EBITDA is a non-GAAP financial measure. Please see “Non-GAAP Financial Measures” at the end of this press release for a reconciliation of Adjusted EBITDA to net income, the most directly comparable financial measure prepared in accordance with generally accepted accounting principles in the United States (“GAAP”).

Key Financials

Three Months Ended

Nine Months Ended

September 30,

2026

2025

2026

2025

($ in thousands)

(Unaudited)

Net revenue

1,595,555

1,506,868

5.9

4,543,417

4,316,286

5.3

Net income

135,555

74,599

81.7

213,613

193,384

10.5

Adjusted EBITDA (1)

356,557

342,119

4.2

946,145

942,753

0.4

________________________________________

(1)

Business Metrics

Three Months Ended

Nine Months Ended

September 30,

2026

2025

2026

2025

(Unaudited)

Patient encounters

Emergent transports

874,239

846,679

2,557,487

2,502,722

Non emergent transports

203,894

205,889

611,132

635,337

Total ambulance transports

1,078,133

1,052,568

3,168,619

3,138,059

of which, Ground transports

1,040,394

1,014,764

3,060,386

3,032,480

of which, Flights

37,739

37,804

108,233

105,579

Wheelchair transports

6,457

17,363

21,140

50,078

Nurse Navigation encounters

32,180

21,326

89,211

59,805

Non-transport

283,432

292,286

835,832

843,958

Total patient encounters

1,400,202

1,383,543

4,114,802

4,091,900

Net transport revenue per ambulance transport

1,426

1,384

1,386

1,332

Other key performance indicators:

Emergent air transport requests

84,126

81,854

239,916

234,628

Air base count

386

383

386

383

Weather cancellation rate for emergent air transports

15.7

14.8

16.1

17.0

Same market revenue growth

6.0

9.5

5.8

12.0

Net cash capital expenditures (in thousands)

54,699

57,082

175,110

136,013

Cash used in aircraft financing arrangements (in thousands)

27,481

25,299

79,959

74,799

Payor mix (as a percentage of net transport revenue):

Medicare

Medicaid

Commercial insurance and managed care

Other third-party payors

Self-pay

Net transport revenue

100

Full Year 2026 Financial Guidance

GMR is updating the following guidance for the full year 2026:

(in millions)

Range for the year ending

December 31, 2026

Low

High

Net revenue

5,900

6,050

Adjusted EBITDA (2)

1,135

1,195

Cash used for net capital expenditures and aircraft financing as a percent of net revenue

5.2

5.4

________________________________________

(2)

A reconciliation of the foregoing guidance for the non-GAAP metric of Adjusted EBITDA to GAAP net income cannot be provided without unreasonable effort because of the inherent difficulty of accurately forecasting the occurrence and financial impact of the various adjusting items necessary for such reconciliation that have not yet occurred, are out of our control, or cannot be reasonably predicted. For the same reasons, the Company is unable to assess the probable significance of the unavailable information, which could have a material impact on its future GAAP financial results.

Webcast and Conference Call Details

The Company will host a conference call tomorrow, November 10, 2026, at 8:00 a.m. Eastern Time. Investors can access the live call by joining the following link https://events.q4inc.com/attendee/164439003.

An archived webcast of the event will be available on the “Events & Presentations” section of the GMR website at https://investors.globalmedicalresponse.com/. The Company has posted supplemental information on the results that it will reference during the conference call. The supplemental information can be found under the “Financials” tab on the Company’s investor relations page. Following the live event, replays will be available via webcast for one year at https://investors.globalmedicalresponse.com/.

About Global Medical Response

GMR is the nation’s largest provider of EMS, delivering EMS and other essential out-of-hospital care in rural and urban communities that represent more than 60% of the U.S. population. As the only national, fully integrated, air and ground EMS provider, GMR operates in approximately 1,400 counties across the country. A recognized innovator, GMR develops new solutions to meet evolving industry needs and expand access to high-quality care. With approximately 34,000 team members, GMR supports roughly 5.5 million patient encounters annually and performs a critical care intervention every 87 seconds. Its family of solutions includes ambulance EMS provider American Medical Response, as well as multiple air EMS organizations including Air Evac Lifeteam, REACH Air Medical Services, Guardian Flight, Med-Trans Corporation, and AirMed International.

We may use our website ( www.globalmedicalresponse.com), Facebook page ( www.facebook.com/GlobalMedicalResponse), X (Twitter) ( www.x.com/GMR_Social), LinkedIn ( www.linkedin.com/company/Global-Medical-Response), and Instagram ( www.instagram.com/Global_Medical_Response), accounts as channels of distribution of company information. The information we post through these channels may be deemed material. Accordingly, investors should monitor these channels, in addition to following our press releases, Securities and Exchange Commission (“SEC”) filings and public conference calls and webcasts. In addition, you may automatically receive email alerts and other information about the Company when you enroll your email address by visiting the “Investor Email Alerts” section of our website at https://investors.globalmedicalresponse.com/resources/investor-email-alerts/default.aspx. The contents of our website, any alerts and social media channels are not, however, a part of this press release.

Forward-Looking Statements

This press release contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements reflect our current views with respect to, among other things, our operations and financial performance. Forward-looking statements include all statements that are not historical facts, including statements related to momentum in Nurse Navigation, market growth and our financial guidance. These forward-looking statements may relate to matters which include, but are not limited to, industries, business strategy, goals and expectations concerning our market position, future operations, margins, profitability, capital expenditures, liquidity and capital resources and other financial and operating information. In some cases, you can identify these forward-looking statements by the use of words such as “anticipate,” “assume,” “believe,” “can,” “continue,” “could,” “estimate,” “expect,” “foreseeable,” “future,” “intend,” “may,” “plan,” “potential,” “predict,” “project,” “seek,” “should,” “will,” “would,” the negative version of these words, or similar terms and phrases.

The forward-looking statements are based on management’s current expectations and are not guarantees of future performance. The forward-looking statements are subject to various risks, uncertainties, assumptions or changes in circumstances that are difficult to predict or quantify. Our expectations, beliefs and projections are expressed in good faith and we believe there is a reasonable basis for them. However, there can be no assurance that management’s expectations, beliefs, and projections will result or be achieved. Actual results may differ materially from these expectations due to changes in global, regional or local economic, business, competitive, market, regulatory and other factors, many of which are beyond our control. We believe that these factors include but are not limited to the following:

These factors should not be construed as exhaustive and should be read in conjunction with the other cautionary statements that are included herein and in our filings with the SEC, including the information under the caption “Risk Factors” in GMR’s final prospectus (the “IPO Prospectus”) in connection with our initial public offering (the “IPO”), filed with the SEC and dated May 12, 2026, as well as GMR’s subsequent other filings with the SEC from time to time. Should one or more of these risks or uncertainties materialize, or should any of our assumptions prove incorrect, our actual results may vary in material respects from those projected in these forward-looking statements.

Any forward-looking statement made by us herein speaks only as of the date of this press release and are expressly qualified in their entirety by the cautionary statements included herein. Factors or events that could cause our actual results to differ may emerge from time to time, and it is not possible for us to predict all of them. We may not actually achieve the plans, intentions, or expectations disclosed in our forward-looking statements and you should not place undue reliance on our forward-looking statements. Our forward-looking statements do not reflect the potential impact of any future acquisitions, mergers, dispositions, joint ventures, investments, or other strategic transactions we may make. We undertake no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future developments or otherwise, except as may be required by any applicable securities laws. For additional information on these and other factors that could cause GMR’s actual results to differ materially from expected results, please see our filings with the SEC, which are accessible on the SEC’s website at www.sec.gov and on the “Investor Relations” tab of our website.

Non-GAAP Financial Measures

This press release contains “non-GAAP financial measures,” which are financial measures that either exclude or include amounts that are not excluded or included in the most directly comparable measures calculated and presented in accordance with GAAP. Specifically, we make use of the non-GAAP financial measures “EBITDA,” “Adjusted EBITDA,” and “Adjusted Diluted EPS.”

We provide non-GAAP financial information to enhance the understanding of our GAAP financial information and it should be considered by the reader in addition to, but not instead of, the financial statements prepared in accordance with GAAP. Each non-GAAP financial measure is presented along with the corresponding GAAP measure so as not to imply that more emphasis should be placed on the non-GAAP measure. We believe that providing these non-GAAP measures in addition to the GAAP measures allows management, investors and other users of our financial information to more fully and accurately assess performance. The non-GAAP financial information presented may be determined or calculated differently by other companies and may not be directly comparable to that of other companies.

EBITDA and Adjusted EBITDA

We define EBITDA as net income (loss) before interest expense, net, income tax provision (benefit), and depreciation and amortization. We define Adjusted EBITDA as EBITDA, as further adjusted to exclude management fees, stock-based compensation, professional fees and other expenses for non-recurring matters, debt refinancing fees paid to (received from) third parties and certain other items that we do not consider indicative of our ongoing operating performance.

Management uses EBITDA and Adjusted EBITDA to supplement GAAP measures of performance in the evaluation of the effectiveness of our business strategies, to make budgeting decisions, to establish and award discretionary annual incentive compensation, to report compliance with certain covenants in our debt agreements and to compare our performance against that of peer companies using similar measures. Moreover, we present EBITDA and Adjusted EBITDA because we believe that investors consider them to be important supplemental measures of our performance and believe these measures are frequently used by securities analysts, investors and other interested parties in the evaluation of companies in our industry.

Adjusted EBITDA is an analytical indicator used by management and the healthcare industry to evaluate company performance and allocate 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.

Adjusted Diluted EPS

We define Adjusted Diluted EPS as net income (loss) available to common stockholders, adjusted for the items and related income tax effects shown in the reconciliation below, divided by adjusted diluted weighted-average common shares outstanding. Adjusted diluted shares reflect the inclusion of potentially dilutive stock awards and warrants excluded from GAAP diluted shares due to a net loss position, but do not include stock awards or warrants that are out of the money and whose inclusion would be antidilutive. We believe Adjusted Diluted EPS is useful to investors because it facilitates period-to-period comparisons of our earnings performance by excluding the effects of our pre-IPO preferred stock and other items that we do not consider indicative of our ongoing operating performance.

GMR Solutions Inc. and Subsidiaries

Condensed Consolidated Balance Sheets

September 30, 2026 and December 31, 2025

(Amounts in thousands, except share and par value amounts)

September 30,

December 31,

2026

2025

ASSETS

(unaudited)

Current assets:

Cash and cash equivalents

297,987

609,349

Insurance collateral

85,472

78,608

Accounts receivable, net

1,249,293

1,094,814

Spare parts, medical supplies and fuel

128,877

115,725

Prepaid expenses

88,040

105,014

Reinsurance recoverables

112,711

81,791

Other current assets

53,937

46,780

Total current assets

2,016,317

2,132,081

Property and equipment, net of accumulated depreciation of $1,351,267 and $1,223,603 at September 30, 2026 and December 31, 2025, respectively

1,462,548

1,361,278

Operating right-of-use assets

224,519

203,258

Finance right-of-use assets

77,046

85,030

Intangible assets, net

1,155,838

1,204,237

Goodwill

2,180,581

Other assets

403,499

315,580

Total assets

7,520,348

7,482,045

LIABILITIES, MEZZANINE EQUITY AND STOCKHOLDERS’ EQUITY

Current liabilities:

Accounts payable

66,259

60,047

Accrued wages, benefits and taxes

299,660

339,710

Accrued interest

38,713

75,655

Other accrued liabilities

510,762

363,160

Current portion of lease obligations

76,138

78,717

Current portion of long-term debt

164,104

147,140

Total current liabilities

1,155,636

1,064,429

Operating lease obligations

193,227

171,880

Finance lease obligations

74,359

74,943

Long-term debt

4,096,043

4,898,769

Deferred income taxes

208,740

209,067

Tax receivable agreement liability

470,791

—

Insurance reserves

362,664

312,069

Other long-term liabilities

50,619

101,593

Total liabilities

6,612,079

6,832,750

Commitments and contingencies

Mezzanine equity:

Redeemable preferred stock

—

445,140

Total mezzanine equity

—

445,140

Stockholders’ equity:

Class A Common stock, $0.0001 par value, 1,200,000,000 and 200,000,000 shares authorized, 66,698,468 and 22,096,835 shares issued and outstanding, respectively, as of September 30, 2026 and December 31, 2025

Class B Common stock, $0.0001 par value, 300,000,000 and no shares authorized and no shares issued or outstanding, respectively, as of September 30, 2026 and December 31, 2025

—

Additional paid-in capital

948,068

456,466

Retained earnings (deficit)

(45,879

)

(259,492

)

Accumulated other comprehensive income (loss)

6,073

7,179

Total stockholders' equity (deficit)

908,269

204,155

Total liabilities, mezzanine equity and stockholders' equity

7,520,348

7,482,045

GMR Solutions Inc. and Subsidiaries

Condensed Consolidated Statements of Operations

For the three and nine months ended September 30, 2026 and 2025

(Amounts in thousands, except share and per share amounts, unaudited)

Three Months Ended

Nine Months Ended

September 30,

2026

2025

2026

2025

Net revenue

1,595,555

1,506,868

4,543,417

4,316,286

Operating expenses:

Employee wages, benefits and taxes

801,712

773,658

2,496,240

2,251,033

Maintenance, fuel and other direct expenses

150,034

119,922

405,071

344,350

Insurance expense

55,186

57,214

149,042

142,167

Other operating expenses

238,390

225,158

698,384

661,872

Depreciation and amortization

78,531

73,366

230,854

221,000

Impairment of assets held for sale and other investments

—

14,100

Acquisition, integration and other charges

10,231

40,976

26,768

46,332

Total operating expenses

1,334,084

1,290,294

4,006,359

3,680,854

Operating income

261,471

216,574

537,058

635,432

Interest expense, net

68,062

107,205

228,084

329,406

Loss on debt extinguishment

—

5,745

—

5,745

Equity in (earnings) losses of unconsolidated affiliates

(1,272

)

(226

)

(2,171

)

(2,800

)

Other (income) loss, net

220

(635

)

(6,549

)

8,911

Net income (loss) before income taxes

194,461

104,485

317,694

294,170

Income tax (benefit) expense

58,906

29,886

104,081

100,786

Net income (loss)

135,555

74,599

213,613

193,384

Net income (loss) available to common stockholders per share:

Basic

1.69

0.22

0.99

1.06

Diluted

0.56

0.07

0.31

0.32

Weighted-average common shares outstanding:

Basic

80,102,050

45,553,968

62,997,926

45,553,313

Diluted

242,376,462

148,330,947

200,337,433

148,619,004

Comprehensive income (loss):

Net income (loss)

135,555

74,599

213,613

193,384

Other comprehensive income (loss)

Unrealized holding gains (losses) on investments

(1,734

)

685

(1,421

)

1,524

Deferred income tax benefit (expense), net

385

(151

)

315

(337

)

Total other comprehensive income (loss), net of income tax

(1,349

)

534

(1,106

)

1,187

Comprehensive income (loss)

134,206

75,133

212,507

194,571

GMR Solutions Inc. and Subsidiaries

Condensed Consolidated Statements of Cash Flows

For the nine months ended September 30, 2026 and 2025

(Amounts in thousands, unaudited)

Nine Months Ended

September 30,

2026

2025

Cash flows from operating activities:

Net income (loss)

213,613

193,384

Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities

Depreciation and amortization

230,854

221,000

Amortization of deferred financing costs and debt discount

18,134

11,236

Paid-in-kind interest on long-term debt

—

22,450

Loss on debt extinguishment

—

5,745

Impairment of assets held for sale and other investments

—

14,100

(Gain) loss on divestiture of businesses

—

3,837

Stock-based compensation expense

142,640

1,796

Liability classified stock awards

(11,569

)

9,557

Loss (gain) on disposal of property and equipment

1,822

8,435

Unrealized loss (gain) on marketable equity securities

1,298

270

Deferred income taxes

(12

)

Other, net

(9,071

)

3,419

Changes in assets and liabilities, net of effects of acquisitions

Accounts receivable, net

(154,479

)

(112,187

)

Accounts payable

6,212

3,340

Accrued wages, benefits and taxes

(40,678

)

26,983

Accrued interest

(36,942

)

(5,930

)

Accrued liabilities

84,041

(50,216

)

Other assets and liabilities, net

(33,533

)

5,958

Net cash provided by (used in) operating activities

412,330

363,170

Cash flows from investing activities:

Proceeds from divestiture of businesses

—

2,819

Proceeds from asset disposals related to sales and insurance recoveries

3,757

1,759

Purchases of property and equipment

(222,706

)

(177,450

)

Net change in investments held as insurance collateral

(697

)

(1,475

)

Purchases of investments held as insurance collateral

(100,862

)

(31,631

)

Sales and maturities of investments held as insurance collateral

92,452

38,607

Other investing activities, net

15,712

(4,384

)

Net cash provided by (used in) investing activities

(212,344

)

(171,755

)

Cash flows from financing activities:

Payments on finance lease obligations

(9,669

)

(11,123

)

Principal payments on long-term debt

(988,650

)

(687,159

)

Payment of deferred financing costs

—

(6,188

)

Proceeds from issuance of long-term debt

114,591

1,099,158

Issuance of common stock, net

446,905

—

Repurchase of common stock

—

(86

)

Issuance of warrants to purchase common stock

500,000

—

(Redemption) issuance of redeemable preferred stock

(549,402

)

(525,000

)

Cash taxes paid on net settled stock awards

(25,348

)

(288

)

Other financing activities, net

787

Net cash provided by (used in) financing activities

(511,483

)

(129,899

)

Effect of exchange rate changes on cash, cash equivalents, restricted cash and restricted cash equivalents

)

—

(Decrease) increase in cash, cash equivalents, restricted cash and restricted cash equivalents

(311,498

)

61,516

Cash and cash equivalents, beginning of period (including restricted cash and restricted cash equivalents of $14.8 million and $16.6 million, respectively)

624,229

368,902

Cash and cash equivalents, end of period (including restricted cash and restricted cash equivalents of $14.7 million and $8.9 million, respectively)

312,731

430,418

Supplemental disclosure of cash flow information

Equipment (primarily aircraft) additions financed with the issuance of debt

70,895

24,622

Cash paid (received) during the period for:

Interest

293,674

307,763

Income taxes, net of refunds received

43,687

129,546

GMR Solutions Inc. and Subsidiaries

Reconciliation of EBITDA and Adjusted EBITDA

For the three and nine months ended September 30, 2026 and 2025

(Amounts in thousands, unaudited)

The following table reconciles net income to EBITDA and Adjusted EBITDA:

Three Months Ended

Nine Months Ended

September 30,

2026 v.

September 30,

2026 v.

2026

2025

2025 Change

2026

2025

2025 Change

Net income (loss)

135,555

74,599

81.7

213,613

193,384

10.5

Interest expense, net

68,062

107,205

(36.5

)

228,084

329,406

(30.8

)

Income tax provision (benefit)

58,906

29,886

97.1

104,081

100,786

3.3

Depreciation and amortization

78,531

73,366

7.0

230,854

221,000

4.5

EBITDA

341,054

285,056

19.6

776,632

844,576

(8.0

)

Management fees (1)

—

2,705

4,721

8,116

(41.8

)

Stock-based compensation (2)

1,551

5,762

(73.1

)

134,062

11,353

1,080.9

Professional fees and other expenses for non-recurring matters (3)

11,481

4,492

155.6

34,627

11,867

191.8

Debt refinancing fees paid to (received from) third parties (4)

3,362

39,098

(91.4

)

3,921

39,470

(90.1

)

Impairment of assets held for sale and other investments (5)

—

14,100

Loss on debt extinguishment (6)

—

5,745

—

5,745

(Gain) loss on divestiture of businesses (7)

—

3,837

Realized and unrealized (gain) loss, net (8)

381

(513

)

(174.3

)

(5,647

)

6,489

(187.0

)

Equity method investment (income) loss (9)

(1,272

)

(226

)

462.8

(2,171

)

(2,800

)

(22.5

)

Adjusted EBITDA

356,557

342,119

4.2

946,145

942,753

0.4

________________________________________

nm – Not meaningful

(1)

Represents management/director fees paid to directors and Kohlberg Kravis Roberts & Co. L.P. (the “Manager”) in connection with the ownership and financial management of the Company and procurement diagnostics and operational support provided by the Manager and its affiliates, including under the Monitoring Agreement (as defined in the IPO Prospectus). The Monitoring Agreement was terminated upon completion of the IPO. See “Certain Relationships and Related Party Transactions” in the IPO Prospectus for further information.

(2)

Represents the stock compensation expense associated with the vesting of stock options and other equity awards, including the associated employment taxes, related primarily to the vesting of certain awards based on the consummation of the IPO and achievement of certain performance targets on such date, as applicable, as well as the estimate of achievement of the cash-settled performance stock units as discussed in Note 15 of our unaudited condensed consolidated financial statements included in Part I, Item 1 of the Form 10-Q Quarterly Report for the period ended September 30, 2026.

(3)

Represents fees and expenses incurred in connection with certain business combinations and divestitures, as well as other fees and expenses incurred in connection with distinct transactions and matters unrelated to our normal and continued business operations, as further described below:

Three Months Ended

Nine Months Ended

September 30,

(in thousands)

2026

2025

2026

2025

Acquisition and divestiture fees paid to (received from) third parties (i)

325

963

2,186

4,167

Executive management severance fees (ii)

219

—

1,545

717

Legal settlements and government affairs (iii)

—

1,507

(853

)

Initial public offering related fees paid to third parties (iv)

8,299

—

21,015

—

Other (v)

2,638

3,488

8,374

7,836

Total professional fees and other expenses for non-recurring matters

11,481

4,492

34,627

11,867

(i)

Represents fees incurred in connection with potential and completed business combinations and divestitures of certain asset groups. These costs primarily represent diligence costs, transaction costs, and integration costs, and consist primarily of third party financial advisory, legal, and consulting fees. Such costs are specific to acquisition and divestiture activity that would not have otherwise been incurred in connection with our ordinary course business operations.

(ii)

Fees incurred in the three and nine months ended September 30, 2026 and 2025 primarily related to severance costs in connection with our targeted market exit strategies executed during such periods, in each case, to optimize our cost structure and enhance our operating effectiveness. These activities were undertaken to meet specific business objectives. In addition, these amounts represent discrete costs outside the ordinary course of business that are distinct from normal, recurring operating expenses.

(iii)

For the periods presented, amounts primarily relate to certain regulatory initiatives in California that are non-routine and not expected to continue.

(iv)

Represents third party fees and expenses incurred in connection with and related to the IPO, which was consummated on May 14, 2026.

(v)

Represents other third-party fees and expenses incurred in connection with distinct transactions and matters unrelated to our normal and continued business operations, including major system implementation and enhancements relating to the integration of our timekeeping and electronic patient care charting systems.

(4)

Represents fees associated with our long-term debt refinancing consummated during fiscal year 2025 and repriced during fiscal year 2026, which primarily consisted of fees incurred for third party legal, accounting and tax consulting in connection with the debt refinancing.

(5)

Impairment of assets held for sale and other investments includes impairment charges of $14.1 million related to a strategic cost investment for the nine months ended September 30, 2025. There was no impairment on assets held for sale or strategic cost investments for the three and nine months ended September 30, 2026.

(6)

There was a loss on extinguishment of debt of $5.7 million for the three and nine months ended September 30, 2025 to record the total unamortized deferred financing costs and debt discount related to the 9.50% Senior Secured PIK Notes due 2028 refinancing that was finalized in September 2025.

(7)

(Gain) loss on divestiture of businesses for the three and nine months ended September 30, 2025 was $3.8 million related to net working capital finalization for the divestiture of our coordinated care and fire services business. There was no (gain) loss on divestiture of businesses recorded for the three and nine months ended September 30, 2026.

(8)

Realized and unrealized (gain) loss, net represents changes in the fair value of equity securities for the three and nine months ended September 30, 2026 and 2025, respectively. Additionally, during the nine months ended September 30, 2026, a certain cost method investment was sold for a (gain) of ($6.9) million. There was a loss on a strategic cost investment of $6.2 million for the nine months ended September 30, 2025.

(9)

We use the equity method of accounting to recognize our proportionate share of net income (loss) generated by our noncontrolling interest in Banner health system emergency air joint venture in Arizona.

Reconciliation of Weighted-Average Common Shares Outstanding Used in Diluted EPS and Adjusted Diluted EPS

(Unaudited)

Three Months Ended

Nine Months Ended

September 30,

2026

2025

2026

2025

Basic weighted-average common shares outstanding (1)

80,102,050

45,553,968

62,997,926

45,553,313

Dilutive impact of stock awards

16,892,140

3,108,805

14,814,174

3,397,593

Dilutive impact of warrants

145,382,272

99,668,174

122,525,333

99,668,098

Diluted weighted-average common shares outstanding (GAAP)

242,376,462

148,330,947

200,337,433

148,619,004

Stock awards and warrants excluded from GAAP diluted shares as antidilutive: (2)

Stock awards

—

Warrants

—

Total incremental shares

—

Adjusted diluted weighted-average common shares outstanding

242,376,462

148,330,947

200,337,433

148,619,004

Reconciliation of Diluted Net Income (Loss) Available to Common Stockholders per Share to Adjusted Diluted EPS

(Unaudited)

Three Months Ended

Nine Months Ended

September 30,

2026

2025

2026

2025

Diluted net income (loss) available to common stockholders per share (GAAP)

0.56

0.07

0.31

0.32

Undeclared dividends on redeemable preferred stock (3)

—

0.27

0.16

0.81

Loss on redemption of redeemable preferred stock (3)

—

0.16

0.59

0.16

Management fees (4)

—

0.02

0.05

Stock-based compensation (4)

0.01

0.04

0.67

0.08

Professional fees and other expenses for non-recurring matters (4)

0.05

0.03

0.17

0.08

Debt refinancing fees paid to (received from) third parties (4)

0.01

0.26

0.02

0.27

Loss on debt extinguishment (4)

—

0.04

—

0.04

(Gain) loss on divestiture of businesses (4)

—

0.03

Realized and unrealized (gain) loss, net (4)

—

(0.03

)

0.04

Equity method investment (income) loss (4)

(0.01

)

—

(0.01

)

(0.02

)

Income tax benefit (expense) on adjustments, net (5)

0.01

(0.07

)

(0.10

)

(0.13

)

Effect of including shares excluded from GAAP diluted EPS as antidilutive (6)

—

Adjusted Diluted EPS (7)

0.64

0.82

1.81

1.74

________________________________________

(1)

Basic weighted-average common shares outstanding for all periods presented include 23.7 million warrants to purchase common stock for little to no consideration.

(2)

Represents stock awards and warrants excluded from diluted weighted-average common shares outstanding under GAAP due to a net loss position, but do not include stock awards or warrants that are out of the money and whose inclusion would be antidilutive. Incremental shares from stock awards and warrants are calculated using the treasury stock method, consistent with the GAAP calculation. For the three months ended September 30, 2026 and 2025, approximately 5.2 million and less than 0.1 million shares issuable on the exercise of stock awards, respectively, were excluded from both the GAAP calculation and Adjusted Diluted EPS, because the effect of their inclusion would have been anti-dilutive. For the nine months ended September 30, 2026 and 2025, approximately 2.7 million and 0.3 million shares issuable on the exercise of stock awards, respectively, were excluded from both the GAAP calculation and Adjusted Diluted EPS, because the effect of their inclusion would have been anti-dilutive.

(3)

Represents undeclared cumulative dividends on, and the loss on redemption of, our Series B redeemable preferred stock. The Series B redeemable preferred stock was issued prior to the IPO and all outstanding shares were redeemed in connection with the IPO. Because no preferred stock remains outstanding, these charges will not recur and net income (loss) is now fully attributable to common stockholders. Accordingly, these amounts are excluded from Adjusted Diluted EPS so that each period presented reflects our current capital structure. Undeclared dividends were zero and $40.3 million for the three months ended September 30, 2026 and 2025, respectively, and $32.7 million and $120.8 million for the nine months ended September 30, 2026 and 2025, respectively. The loss on redemption of redeemable preferred stock was zero and $24.4 million for the three months ended September 30, 2026 and 2025, respectively. The loss on redemption of redeemable preferred stock was $118.5 million and $24.4 million for the nine months ended September 30, 2026 and 2025, respectively.

(4)

These adjustments reflect the per share impact of the adjustment reflected within the definition of Adjusted EBITDA above.

(5)

The income tax impact of the adjustments are calculated using a with-and-without approach based on net income before income taxes.

(6)

Represents the difference between net income (loss) available to common stockholders divided by adjusted diluted weighted-average common shares outstanding and diluted net income (loss) available to common stockholders per share under GAAP.

(7)

Per-share amounts are calculated independently and may not sum due to rounding.