Quarterly Report for Quarter Ending March 31, 2026 (Form 10-Q)

Management's Discussion and Analysis of Financial Condition and Results of Operations

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The following discussion analyzes our financial condition and results of operations and should be read in conjunction with our unaudited condensed consolidated financial statements and related notes included elsewhere in this Quarterly Report on Form 10-Q (our "Form 10-Q"). This discussion contains forward-looking statements that involve risks and uncertainties. See "Cautionary Note Regarding Forward-Looking Statements." When reviewing the discussion below, you should keep in mind the substantial risks and uncertainties that characterize our business. Known material factors that could affect our financial performance and actual results, and could cause actual results to differ materially from those expressed or implied in any forward-looking statements included in this discussion or otherwise made by our management, are described in our final prospectus (the "IPO Prospectus") dated May 12, 2026 and filed on May 14, 2026 with the U.S. Securities and Exchange Commission (the "SEC") pursuant to Rule 424(b)(4) under the Securities Act of 1933, as amended (the "Act") relating to our Registration Statement on Form S-1, in the section therein entitled "Risk Factors" and the section entitled "Cautionary Note Regarding Forward-Looking Statements" included herein. Factors that could cause or contribute to such difference are not limited to those identified in "Risk Factors."

Overview

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 March 31, 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.

Executive Summary

Initial Public Offering

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 million for the Class A common stock, after deducting underwriting discounts and commissions of $23.9 million. See Note 20 of our unaudited condensed consolidated financial statements included in Part I, Item 1 of this Form 10-Q.

Long-Term Trends and Other Factors Affecting Our Results of Operations

Rural Hospital Closures

Across our core markets - emergent and non-emergent medical services - we have seen an increasing trend in the closure of rural hospitals, leading to increased demand for our emergent and non-emergent services. Since 2010, over 150 rural hospitals have closed or no longer provide in-patient services, with more than 300 additional rural hospitals at immediate risk of closing due to financial distress. As the population continues to age, communities face a greater need for frequent and specialized medical attention alongside a growing chronic disease burden. Consolidation of rural hospitals and hospital service lines has accelerated reliance on extended distance services, particularly our air medical services.

Aging Population

The U.S. population is undergoing significant demographic shifts marked by both aging and growth, which are driving increased demand for healthcare and specifically for emergent care. For example, by 2030, the number of Americans age 65 (or older) is expected to reach 69 million, which is a more than 10% increase compared to 2025. As the baby boomer generation ages, there is a rising proportion of older adults who are more likely to experience acute health episodes, necessitating emergent care interventions. Additionally, overall population growth contributes to higher EMS utilization rates, as more individuals require immediate medical attention for accidents, sudden illnesses and other emergencies.

Increasing Prevalence of Chronic Conditions

Approximately 45% of the U.S. population is living with at least one chronic condition. The increasing prevalence of chronic conditions such as chronic obstructive pulmonary disease, heart disease, diabetes, and hypertension are driving heightened demand for emergent care in the U.S. These conditions often lead to acute exacerbations and complications that require emergent care interventions. As the incidence of these chronic diseases continues to rise, EMS providers are increasingly called upon to deliver critical care in urgent situations, ensuring that patients receive timely and effective treatment during medical emergencies.

Overburdened Emergency Departments

EMS providers have also experienced increasing demand due to a confluence of factors impacting the healthcare landscape. A widespread provider shortage across the healthcare system has exacerbated barriers to accessing healthcare and has resulted in an increased reliance on emergency departments and EMS to treat low-acuity cases. The provider shortage also exacerbates gaps in routine patient care, which drives a further increase in acute situations which require emergent care. Socioeconomic pressures, such as rising homelessness and ongoing immigration are putting further strain on emergency departments and EMS resources, as vulnerable populations have more barriers to access regular healthcare and are in turn more likely to seek emergency care as their primary point of contact.

Healthcare Reimbursement

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 March 31, 2026 and 2025, we derived approximately 57% and 56%, of our net transport revenue, respectively, from commercial insurance and managed care, 34% and 35%, respectively, from government-sponsored healthcare programs, primarily Medicare and Medicaid, and 2% and 2%, respectively, from self-pay patients.

Commercial Healthcare Reimbursement

When patients require emergent care, we respond without consideration for who the ultimate payor of care will be to meet the urgent needs of individuals in the community. For patients with commercial insurance, we seek reimbursement from the group health plan or health insurer that the patient is attributed to. We bill the health insurer for services provided for any relevant ground or air EMS. Ground EMS rates are generally set by the county or similar government body. Air EMS rates are generally set by the service provider. For health insurers that we have pre-established billing agreements with, referred to as 'in-network', we typically receive reimbursement for covered services based on negotiated terms, which are generally paid in a timely manner pursuant to such contracts. For health insurers where we do not have pre-established billing agreement, referred to as 'out of network', we will submit an invoice for payment, which may be challenged by the health insurer. The resolution process for out of network air ambulance claims is dictated by the No Surprises Act, which prohibits patient balance billing and creates an Independent Dispute Resolution ("IDR") process to handle payment disputes that cannot be resolved through direct negotiation between the provider and the insurer.

Since the implementation of the No Surprises Act in 2022, we have won approximately 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.

Medicare and Medicaid Healthcare Reimbursement

The Medicare and Medicaid programs currently reimburse us for medical transportation services based on national and state-based fee schedules for transports, respectively. The fee schedule amounts are determined using a base rate, which includes all items and services furnished within the service benefit, subject to applicable adjustments, plus a separate payment for mileage (including any other geographic adjustments). Medicare transport fee schedule payment rates are updated annually through the Ambulance Inflation Factor ("AIF"), which incorporates updates to the consumer price index and a productivity adjustment and mileage rates. Since 2020, the AIF has grown consistently, ranging from 0.2% to 8.7% without any decreases in reimbursement rate. Medicaid fee schedule rate updates vary by state.

Weather, Seasonality and Volume Considerations

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 March 31, 2026 and 2025, patient air transport requests cancelled due to poor weather conditions were 17.1%, and 17.9% 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.

Ground transport volume is largely influenced by shifts in overall community conditions. These conditions may encompass: (i) demographic changes specific to communities, such as population fluctuations; (ii) the timing, location, and intensity of influenza, allergens, and other annually recurring viruses; (iii) pandemics that affect human activity, hospital census, and the frequency of elective surgeries; and (iv) severe weather events that impact regional health status or infrastructure. Typically, adverse weather reduces activities like driving, recreation, and farming, which are correlated with requests for emergency ground services.

Our complementary revenue is subject to variations over time depending on a number of factors, including but not limited to, the timing of events and other emergency response services, the number of natural disasters we respond to, and

any pandemic-related or other one-time services we provide. Pandemic-related services were last provided in the first quarter of 2022.

Key Performance Metrics

We review a number of operating and financial metrics, including the key performance metrics presented in the table below, to evaluate our business, measure our performance, identify trends affecting our business, formulate business plans, and make strategic decisions:

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Patient Encounters: We calculate patient encounters as the number of interactions with a patient during a given period for the purpose of providing medical care or assessing a patient's health. Patient Encounters exclude patients treated during event medical activities that did not result in a transport, or any patient encountered during a disaster response deployment.

Nurse Navigation Encounters: Represents the number of 911 calls that are addressed through our Nurse Navigation offering during a given period. In a typical Nurse Navigation encounter, evidence-based clinical protocols are used to screen a patient's current condition, providing an appropriate resource to meet the patient's unique healthcare needs, whether that is dispatching a ride-share to urgent care, an appointment at a Federally Qualified Health Center, or virtual care with a physician on the spot. The five-level screening system ensures patients receive the right resource at the right time, in the right setting to achieve the right outcome at the right cost.

Net Transport Revenue per Ambulance Transport: Net transport revenue per ambulance transport is defined as net transport revenue, which includes fee-for-service patient revenue, in addition to income earned from membership programs and community subsidies, divided by total ambulance transports within a given period.

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% and 37.8% of cancellations of emergent air requests were attributable to weather and other uncontrollable factors for the three months ended March 31, 2026 and 2025, respectively. 17.5% and 17.9% of cancellations of emergent air requests were attributable to staffing availability, maintenance and other controllable factors for the three months ended March 31, 2026 and 2025, respectively.

Weather Cancellation Rate for Emergent Air Transports: Corresponds to the number of cancellations attributable to weather conditions that prohibit an emergent air care team from deploying in response to an emergent air transport request divided by the number of emergent air transport requests within a given period.

Same Market Revenue Growth: For a given period, same market revenue growth is calculated as the revenue growth within our markets that we have operated in for at least 12 consecutive months as of period end, excluding any divested or exited markets.

Net cash capital expenditures: Represents net cash outlay for capital expenditures within a given period, including proceeds from any disposed property, and excluding any capital expenditures associated with financing arrangements.

Cash used in aircraft financing arrangements: Represents cash outlay associated with financing arrangements supporting capital expenditures.

Components of Results of Operations

Revenues

Our revenue is composed of net transport revenue and complementary revenue. Patients are generally billed for services provided, and we receive payments for these services from patients or their third-party payors. Payments for services provided are generally less than billed charges. Net transport revenue includes fee-for-service patient revenue, subsidies and membership revenue. We recognize fee-for-service revenue, net of contractual adjustments and discounts for uninsured patients, at the time transport services are provided. Net transport revenue is dependent upon reimbursement per transport and patient transport volume.

Complementary revenue primarily includes revenue earned from our medical standby, special events and wheelchair transports and revenue from our contract with FEMA and other federal and state agencies to coordinate EMS responses.

Operating Expenses

Our expenses consist primarily of (i) employee wages, benefits and taxes for crews and support personnel, (ii) maintenance, fuel and other direct expenses to provide EMS and non-emergent transportation services, (iii) insurance expenses related to accident and insurance premiums and claims, (iv) other operating expenses, primarily consisting of outside services expense and general and administrative expenses, (v) depreciation and amortization and (vi) acquisition, integration and other charges.

Results of Operations

The following table sets forth the various components of our condensed consolidated statements of operations for the periods indicated.

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Three Months Ended March 31, 2026 Compared to Three Months Ended March 31, 2025

Revenue

Total revenue for the three months ended March 31, 2026 was $1,457.6 million compared to $1,367.4 million for the three months ended March 31, 2025. Net transport revenue increased $90.7 million, or 6.8%, to $1,416.9 million for the three months ended March 31, 2026, compared to $1,326.2 million for the same prior year period primarily driven by improved net revenue per transport of 7.9% year-over-year driven by a positive mix shift from non-emergent to emergent transports within ground, and strong 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.

Operating Expenses

Employee wages, benefits and taxes. Employee wages, benefits and taxes expense increased $35.2 million, or 4.8% to $770.0 million for the three months ended March 31, 2026, compared to $734.8 million for the same prior year period. The increase period-over-period was primarily driven by merit and other wage adjustments to attract and retain staff of $22.0 million and increased health insurance expense of $8.8 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 million, or 6.1%, to $118.6 million for the three months ended March 31, 2026, compared to $111.8 million for the same prior year period. The increase was primarily driven by increased fuel unit costs period-over-period of $2.6 million and by increased cost related to medical supplies of $1.6 million.

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

Other operating expenses. Other operating expenses increased $12.3 million, or 5.7%, to $228.1 million for the three months ended March 31, 2026, compared to $215.8 million for the same prior year period. Other operating expenses primarily consist of outside services expense and general and administrative expense. Outside services expense increased $1.3 million, or 3.1%, to $43.4 million for the three months ended March 31, 2026, compared to $42.1 million for the same prior year period. General and administrative expense increased $11.0 million, or 6.3%, to $184.7 million for the three months ended March 31, 2026, compared to $173.7 million for the same prior year period, primarily driven by increased systems integration and enhancement expenses of $3.4 million, software licensing and development of $2.5 million and freight of $1.2 million.

Depreciation and amortization. Depreciation and amortization expenses increased $0.3 million, or 0.3%, to $75.4 million for the three months ended March 31, 2026, compared to $75.1 million for the same prior year period. Depreciation expense of property and equipment increased $4.3 million, or 8.4%, to $55.6 million for the three months ended March 31, 2026, compared to $51.3 million for the same prior year period. Depreciation and amortization of finance right-of-use assets decreased $0.5 million, or 12.2%, to $3.6 million for the three months ended March 31, 2026, compared to $4.1 million for the same prior year period. Amortization expense decreased $3.5 million, or 17.8%, to $16.2 million for the three months ended March 31, 2026, compared to $19.7 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 March 31, 2026. For the three months ended March 31, 2025, impairment charges of $14.1 million were recorded related to a strategic cost investment.

Acquisition, integration and other charges. Acquisition, integration and other charges decreased $0.7 million, or 16.0%, to $3.6 million for the three months ended March 31, 2026, compared to $4.3 million for the same prior year period. The period-over-period decrease was driven by reduced fees associated with previously divested business units.

Interest expense, net. Interest expense, net decreased $30.5 million, or 26.8%, to $83.2 million for the three months ended March 31, 2026, compared to $113.7 million for the same prior year period. The decrease was driven by lower interest rates achieved in conjunction with 2025 debt refinancing transaction, in addition to mark-to-market changes on our interest rate swap agreements.

Other (income) loss, net. Other (income) loss, net increased $5.4 million, or 588.1%, to income of $6.3 million for the three months ended March 31, 2026, compared to income of $0.9 million for the same prior year period. The increase was primarily driven by a $6.9 million gain on the sale of a cost investment during the three months ended March 31, 2026.

Income Tax (benefit) expense. Income tax expense increased $6.8 million, or 23.3%, to an expense of $36.2 million for the three months ended March 31, 2026, compared to an expense of $29.4 million for the same prior year period. Our

effective tax rate was 25.4% for the three months ended March 31, 2026, compared to an effective tax rate of 43.6% for the same prior year period. The difference in our effective tax rate is primarily driven by the amount of 2026 net income before income taxes and a current year benefit related to a decrease in the valuation allowance.

Results of Operations

We reported net income of $106.3 million for the three months ended March 31, 2026, compared to net income of $38.0 million for the same prior year period. Operating income for the three months ended March 31, 2026 was $218.9 million, an increase of $41.0 million, or 23.1%, over the same prior year period. The year-over-year increase in net income and operating income was primarily due to $90.2 million of increased net revenues, partially offset by increased operating expenses associated with employee wages, benefits and taxes of $35.2 million, and certain other operating expenses.

Non-GAAP Measures and Reconciliation

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.

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, non-cash stock-based compensation, professional fees and other expenses for non-recurring matters, debt financing fees paid to (received from) third parties and certain other items that we do not consider indicative of our ongoing operating performance. Pursuant to the credit agreements that govern our credit facilities and the indenture that governs our notes, we define Lender Defined Adjusted EBITDA as Adjusted EBITDA, as further adjusted to exclude certain additional non-cash and other adjustment items permitted in calculating covenant compliance under our debt documents.

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, allocate resources and measure leverage. 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.

Below is a reconciliation of net income (loss) to EBITDA, Adjusted EBITDA, and Lender Defined Adjusted EBITDA for the periods presented:

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Liquidity and Capital Resources

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

Liquidity Arrangements

Our primary source of liquidity is cash flows provided by operating activities of our subsidiaries. The Company and its subsidiaries also have the ability to use the A&R ABL Facility to supplement cash flows provided by operating activities, for strategic or operating reasons. Our primary liquidity requirements are to reduce our debt, to fund potential acquisitions and for other general corporate purposes. Our significant uses of cash and capital funding needs are capital expenditures, including purchases of new aircraft and vehicles, acquisitions, working capital, operating expenses and amounts due on our debt obligations.

For all other financial instruments including cash and cash equivalents, accounts receivable, accounts payable, accrued liabilities, insurance collateral, capital lease obligations, and other long-term liabilities, the carrying amounts approximate fair value due to the short maturity of those instruments.

We expect operating cash flows and borrowings under the A&R ABL Facility will provide sufficient working capital to operate our business, to make expected capital expenditures and to meet foreseeable liquidity requirements, including debt service on our long-term debt, in the next twelve months. We expect to use cash provided by operations in excess of amounts needed for capital expenditures and required debt repayments to reduce our debt, to fund potential acquisitions or for other general corporate purposes. Our ability to meet future working capital, capital expenditure and debt service requirements will depend on our future financial performance, which will be affected by a range of economic, competitive and business factors, particularly interest rates and changes in our industry and general economic factors, many of which are outside of our control. Additionally, we will continue to monitor the capital markets, including equity capital markets, for additional sources of liquidity and fundraising opportunities across the capital structure.

Indebtedness

Long-term borrowings as of the dates shown consisted of the following:

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

2032 First Lien Term Loan

On September 19, 2025, in connection with the 2025 Refinancing (as defined in the IPO Prospectus), Global Medical Response, Inc., a wholly-owned subsidiary of the Company ("GMR, Inc."), entered into the A&R First Lien Credit Agreement and borrowed first lien term loans (the "2032 First Lien Term Loans") in an aggregate principal amount of $3,600 million thereunder. The 2032 First Lien Term Loan will mature on October 1, 2032.

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.

Interest payments under the 2032 First Lien Term Loan are due (i) for loans bearing interest determined by reference to Term SOFR, on the last day of the applicable interest period and, in the case of an interest period in excess of three months, on each date occurring at three-month intervals after the first day of such interest period and (ii) for loans bearing interest based on the Base Rate, quarterly. Additionally, a payment of a principal amount of 2032 First Lien Term Loan equal to the aggregate outstanding principal amount of the initial borrowing multiplied by 0.25% is required quarterly, commencing March 31, 2026.

A&R ABL Facility

On September 19, 2025, GMR, Inc. entered into the Third A&R ABL Credit Agreement with a syndicate of lenders and Bank of America, N.A. as administrative agent and collateral agent, that provides for a credit facility (the "A&R ABL Facility") of up to $800.0 million. The A&R ABL Facility will mature on September 19, 2030.

The A&R ABL Facility is subject to customary borrowing base limitations and is reduced by loans and letter of credit utilization. The borrowing base available to GMR, Inc. under the terms of the A&R ABL Facility is a function of eligible receivables of GMR, Inc. Borrowings of loans under the A&R ABL Facility bear interest at a rate per annum equal to, at GMR, Inc.'s option, (a) Term SOFR plus an additional margin that ranges from 1.75% to 1.25% based on average excess liquidity or (b) the Base Rate plus an additional margin that ranges from 0.75% to 0.25% based on average excess liquidity. Interest payments for loans under the A&R ABL Facility are due (i) for loans bearing interest determined by reference to Term SOFR, on the last day of the applicable interest period and, in the case of an interest period in excess of three months, on each date occurring at three-month intervals after the first day of such interest period and (ii) for loans bearing interest based on the Base Rate, quarterly. GMR, Inc. is also required to pay a commitment fee of 0.375% per annum in respect of any unutilized commitments, which fee is reduced to 0.25% if the average daily used portion of the A&R ABL Facility exceeds 50%. Under the Third A&R ABL Credit Agreement, if excess liquidity is less than the greater of (i) $49.0 million and (ii) 10.0% of the lesser of (x) the aggregate commitments and (y) the then applicable borrowing base, GMR, Inc. must maintain a minimum fixed charge coverage ratio of 1.0:1.0 until such thresholds are exceeded for 20 consecutive calendar days.

2032 Secured Notes

On September 19, 2025, in connection with the 2025 Refinancing, GMR, Inc. issued $1,000 million aggregate principal amount of 7.375% senior secured notes due 2032 (the "2032 Secured Notes"). The 2032 Secured Notes bear interest payable semi-annually in arrears on October 1 and April 1 of each year, commencing April 1, 2026. The 2032 Secured Notes will mature on October 1, 2032.

Historical Cash Flow Information

The following summarizes our primary sources (uses) of cash in the periods presented (in thousands):

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Three Months Ended March 31, 2026 Compared to Three Months Ended March 31, 2025

Operating activities. Cash provided by operating activities decreased $60.6 million to $128.7 million for the three months ended March 31, 2026, compared to $189.3 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 million to $51.5 million for the three months ended March 31, 2026, compared to $48.4 million for the same prior year period. The increase was primarily driven by increased purchases of property and equipment during the three months ended March 31, 2026 and proceeds from divestitures received in the prior year, partially offset by the sale of a cost investment during 2026.

Financing activities. Cash used in financing activities increased $235.7 million to $264.8 million for the three months ended March 31, 2026, compared to $29.1 million for the same prior year period. The increase was primarily driven by the redemption of Series B Preferred Stock of $250.0 million during 2026.

Contractual Obligations and Other Commitments

As of March 31, 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.

Off-Balance Sheet Arrangements

We do not have any off-balance-sheet arrangements not reflected in our financial statements and footnotes.

We provide indemnification provisions in certain of our agreements with customers and our leases of real estate in the ordinary course of our business. With respect to customer agreements, these provisions may obligate us to indemnify and hold harmless the customer against losses, expenses, liabilities, and damages that are awarded against the customer in the event our operations cause certain losses, including as a result of medical malpractice and environmental issues.

Tax Receivable Agreement

Following the IPO, we expect to utilize certain pre-IPO tax assets (including federal, state and local 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.

In connection with the IPO, we entered into a Tax Receivable Agreement with the TRA parties that will provide for the payment by the Company to such TRA parties of 85% of the benefits, if any, that the Company or our subsidiaries actually realize, or are deemed to realize (calculated using certain assumptions), as a result of savings in U.S. federal, state and local income taxes attributable to the Company's and our subsidiaries' utilization of the Pre-IPO Tax Benefits. Under the terms of the Tax Receivable Agreement, the TRA parties' entitlements to payments will take into account their holdings of warrants. In addition, if any members of management holding outstanding equity awards that had the opportunity to elect to participate in the Tax Receivable Agreement in connection with the IPO (each, a "Management TRA party") elects to participate, he or she will receive up to their allocated share of 6% of any such payments to the extent made pursuant to the Tax Receivable Agreement. To the extent a member of management elects not to participate, such member's allocation will be reallocated to all Management TRA parties. Each of our Named Executive Officers (as defined in the IPO Prospectus) is eligible to participate in the Tax Receivable Agreement as a Management TRA party and each of our Named Executive Officers, other than Nick Loporcaro, is eligible to participate in the Tax Receivable Agreement as a pre-IPO holder of our common stock. As disclosed in the IPO Prospectus, the estimated portion of payments under the Tax Receivable Agreement that each Named Executive Officer would be entitled to receive, assuming that all eligible TRA parties elect to participate in the Tax Receivable Agreement, are as follows: for Nick Loporcaro, 0.35%, representing approximately $1.64 million and $1.82 million of the expected future payments under the Tax Receivable Agreement; for Brian Tierney, 0.21%, representing approximately $1.01 million and $1.12 million of the expected future payments under the Tax Receivable Agreement; for Edward Van Horne, 0.23%, representing approximately $1.09 million and $1.21 million of the expected future payments under the Tax Receivable Agreement; for Thomas Cook, 0.27%, representing approximately $1.29 million and $1.43 million of the expected future payments under the Tax Receivable Agreement; and

for Lisa Jacoba, 0.16%, representing approximately $0.77 million and $0.85 million of the expected future payments under the Tax Receivable Agreement. The Pre-IPO Tax Benefits may reduce the amount of tax that the Company would otherwise be required to pay in the future. Actual tax benefits realized by the Company and our subsidiaries may differ from tax benefits calculated under the Tax Receivable Agreement as a result of the use of certain assumptions in the Tax Receivable Agreement, including the use of an assumed weighted-average state and local income tax rate to calculate tax benefits. The payment obligation under the Tax Receivable Agreement is an obligation of the Company and not of our subsidiaries. The Company expects to benefit from the remaining 15% of cash tax benefits, if any, it realizes from the Pre-IPO Tax Benefits.

For purposes of the Tax Receivable Agreement, the cash tax benefits will be computed by comparing our actual income tax liability to the amount of such taxes that we would have been required to pay had we not been able to utilize the Pre-IPO Tax Benefits. The terms of the Tax Receivable Agreement will continue until all Pre-IPO Tax Benefits have been utilized (or deemed utilized) or expired. Payments under the Tax Receivable Agreement do not accelerate and become due and payable upon a change of control or material breach, and there is no right of the Company to terminate the Tax Receivable Agreement early. As a result, except due to the use of an assumed weighted-average state and local income tax rate or in the case of a change of control, material breach, or certain events, in which case certain valuation assumptions apply as discussed below, the requirement to make payments under the Tax Receivable Agreement is triggered by the actual realization of savings in U.S. federal, state and local income taxes attributable to the Company's and our subsidiaries' utilization of the Pre-IPO Tax Benefits. However, actual tax benefits realized by the Company and our subsidiaries may differ from tax benefits used to determine payments under the Tax Receivable Agreement as a result of the use of certain assumptions in the Tax Receivable Agreement, including the use of an assumed weighted-average state and local income tax rate to calculate tax benefits. The actual and hypothetical tax liabilities determined in the Tax Receivable Agreement will be calculated using the actual U.S. federal income tax rate in effect for the applicable period and an assumed, weighted-average state and local income tax rate based on apportionment factors for the applicable period (along with the use of certain other assumptions). Payments under the Tax Receivable Agreement are based in part on the tax savings that the Company and its subsidiaries are deemed to realize as a result of the use of the assumed weighted-average state and local income tax rate, which may differ from the actual state and local income tax rate. In the event of certain changes of control, certain material breaches of the Tax Receivable Agreement by the Company, or an insolvency event, the calculation of certain future payments made under the Tax Receivable Agreement will utilize certain valuation assumptions, including that the Company will have sufficient taxable income to fully utilize Pre-IPO Tax Benefits. As a result, even though payments under the Tax Receivable Agreement do not accelerate and become due and payable in these situations, the Company could be required to make payments under the Tax Receivable Agreement that are greater than the specified percentage of the actual cash tax benefits that we realize in respect of the Pre-IPO Tax Benefits, or that are prior to the actual realization, if any, of such future tax benefits. Estimating the amount of payments that may be made under the Tax Receivable Agreement is by its nature imprecise, insofar as the calculation of amounts payable depends on a variety of factors.

We expect that the payments that we may make under the Tax Receivable Agreement will be material. See "Certain Relationships and Related Person Transactions - Tax Receivable Agreement" in the IPO Prospectus.

Critical Accounting Policies and Estimates

In preparing our unaudited condensed consolidated financial statements in conformity with GAAP, we must use estimates and assumptions that affect the reported amounts of assets and liabilities and related disclosures and the reported amounts of revenue and expenses. In general, our estimates are based on historical experience and various other assumptions we believe are reasonable under the circumstances. We evaluate our estimates on an ongoing basis and make changes to the estimates and related disclosures as experience develops or new information becomes known. Actual results could differ from those estimates.

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.

Recent Accounting Pronouncements

Refer to Note 2 of our unaudited condensed consolidated financial statements included in Part I, Item 1 of this Form 10-Q.

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