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What changed in Bridger Aerospace Group Holdings, Inc.'s 10-K — 2024 vs 2025

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Paragraph-level year-over-year comparison of Bridger Aerospace Group Holdings, Inc.'s 2024 and 2025 10-K annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2025 report.

+423 added−389 removedSource: 10-K (2026-03-06) vs 10-K (2025-03-14)

Top changes in Bridger Aerospace Group Holdings, Inc.'s 2025 10-K

423 paragraphs added · 389 removed · 263 edited across 8 sections

Item 1. Business

Business — how the company describes what it does

62 edited+67 added−34 removed30 unchanged
Biggest changeWe currently operate an aircraft fleet of sixteen planes, comprised of the following: • Six Super Scoopers; • Three Twin Commanders; • Four Daher Kodiak 100s (“Daher Kodiaks”); and • Three Pilatus PC-12 (“Pilatus”) (one owned and two leased).
Biggest changeBridger continually invests in fleet expansion and modernization to enhance operational capabilities across diverse mission profiles, including wildfire suppression and other emergency and governmental aerial operations, We currently operate an aircraft fleet of nineteen planes, comprised of the following: • Eight Super Scoopers ◦ Six Super Scoopers (which operate primarily in North America, primarily in the United States of America); ◦ Two Spanish Scoopers (acquired in December 2025); • Four Daher Kodiak 100s (“Daher Kodiaks”); • Four Pilatus PC-12 (“Pilatus”) (three owned and one leased); • Two Beechcraft King Air 350 (“King Air”); and • One Twin Commander (“Twin Commander”).
A high level of reliability allows the aircraft to be serviced and available for contract for more days, with fewer unscheduled in-field maintenance events. Above active wildfires, the aircraft can maintain the fuel efficiency required to loiter for four to seven hours with slow and stable flight characteristics, offering the ATGS greater visibility.
A high level of reliability allows the aircraft to be serviced and available on contract for more days, with fewer unscheduled in-field maintenance events. Above active wildfires, the aircraft can maintain the fuel efficiency required to loiter for four to seven hours with slow and stable flight characteristics, offering the ATGS greater visibility.
The terms of the agreements provide that the Company will manage the return to service upgrades of the Spanish Scoopers while they are owned and funded by MAB. The Company has the right, but not the obligation, to acquire each plane as it is ready to be contracted and returned to service.
The terms of the agreements provide that the Company will manage the return-to-service upgrades of the Spanish Scoopers while they are owned and funded by MAB. The Company has the right, but not the obligation, to acquire each aircraft as it is ready to be contracted and returned to service.
Accordingly, our voluntary turnover is very low, employee engagement is high and we have not experienced any interruptions of operations due to labor disagreements. Our employees are not subject to collective bargaining agreements or represented by labor union. Health and Safety We are committed to the safety of our employees.
Accordingly, our voluntary turnover is very low, employee engagement is high and we have not experienced any interruptions of operations due to labor disagreements. Our employees are not subject to collective bargaining agreements or represented by labor unions. Health and Safety We are committed to the safety of our employees.
On January 24, 2023, Bridger completed a reverse recapitalization (the “Reverse Recapitalization”) with Jack Creek Investment Corp. (“JCIC”). As a result of the Reverse Recapitalization, Bridger and its subsidiaries prior to the consummation of the Reverse Recapitalization (“Legacy Bridger”) and JCIC each became wholly-owned subsidiaries of the Company.
On January 24, 2023, Bridger completed a reverse recapitalization (the “Reverse Recapitalization”) with Jack Creek Investment Corp. (“JCIC”). As a result of the Reverse Recapitalization, Bridger and its subsidiaries prior to the consummation of the Reverse Recapitalization and JCIC each became wholly-owned subsidiaries of the Company.
Maintenance, Repair and Overhaul (“MRO”) : Consists of maintenance and repair services for return-to-service upgrades of certain Canadair CL-215T Amphibious (“Spanish Scoopers”) aircraft as well as airframe modification and integration solutions for governmental and commercial customers. Fire Suppression We provide direct fire suppression aerial firefighting support for ground crews by operating the Super Scoopers.
Maintenance, Repair and Overhaul (“MRO”) : Consists of maintenance and repair services for return-to-service upgrades of certain Canadair CL-215 Amphibious (“Spanish Scoopers”) aircraft as well as airframe modification and integration solutions for governmental and commercial customers. Fire Suppression We provide direct aerial firefighting support for ground crews by operating Super Scoopers.
Super Scooper Fleet The Super Scooper is the only aircraft designed and built to fight fires and can fly more aggressively in extreme terrains than all other aircraft with equal or greater water capacity.
Super Scooper Fleet The Super Scooper is the only aircraft designed and built to fight wildfires and can fly more aggressively in extreme terrains than all other aircraft with equal or greater water capacity.
Super Scoopers can scoop up to 1,412 gallons of water in approximately 12 seconds, and with 90% of wildfires within 20 miles of a major water source (see graph below), Super Scoopers provide an extremely effective tool to economically and expeditiously deliver water to a fire without having to return to an airport to refill the water tanks.
Super Scoopers can scoop up to 1,412 gallons of water in approximately 12 seconds, and historically with 90% of wildfires within 20 miles of a major water source (see graph below), Super Scoopers provide an extremely effective tool to economically deliver large amounts of water to a fire without having to return to an airport to refill the water tanks.
Each crew chief has thousands of hours maintaining aircraft in the Viking family and are familiar with firefighting operations. Factory training is mandatory for all of the maintenance team specific to the aircraft and components they maintain.
Each crew chief has thousands of hours maintaining aircraft in the De Havilland family and are familiar with firefighting operations. Factory training is mandatory for all of the maintenance team specific to the aircraft and components they maintain.
As a company founded by veterans, we seek to employ qualified veterans and draw upon the experiences of their shared military background including their strategic mindset, management skillset and high level of discipline. As of December 31, 2024, approximately one out of ten of our employees is a veteran of the U.S. military.
As a company founded by veterans, we seek to employ qualified veterans and draw upon the experiences of their shared military background including their strategic mindset, management skillset and high level of discipline. As of December 31, 2025, approximately one out of six of our employees is a veteran of the U.S. military.
They are highly effective at fighting fires and have historically only been owned and operated by foreign governments throughout Canada and the European Union (there are approximately 100 amphibious scooping aircraft owned by governments throughout the world) and as a result, used amphibious scooping aircraft are difficult to locate and obtain in the United States.
They are highly effective at fighting fires and have historically only been owned and operated by foreign governments throughout Canada and the European Union and as a result, used amphibious scooping aircraft are difficult to locate and obtain in the United States.
Our aerial surveillance services provide decision-makers rapid, current intelligence from useful aerial vantage points, giving them access to key information to support more effective deployment of ground firefighters and improved safety for the public at large. Our aerial surveillance services leverage Air Attack aircraft.
Our aerial surveillance services provide decision-makers rapid, current intelligence from useful aerial vantage points, giving them access to key information to support more effective deployment of ground firefighters and improved safety for the public at large.
In 2021, Washington State invested $328.0 million over the five following years to fight wildfires. While this level of commitment is unique, it is reflective of the increased awareness across many levels of government and private entities that wildfire risk has entered a new era of severity.
In 2021, Washington State invested $328.0 million over the five following years to fight wildfires. While this level of commitment is notable, it is reflective of the increased awareness across federal, state, and private entities that wildfire risk has entered a new era of severity.
According to the NIFC Suppression Costs Data, the average annual federal government fire suppression spending was $3.0 billion for the five-year period from 2019 to 2023, an increase of 28%, compared to $2.3 billion of average annual spending for the previous five-year period from 2014 to 2018.
According to the National Interagency Fire Center (“NIFC”) Suppression Costs Data, the average annual federal government fire suppression spending was $3.0 billion for the five-year period from 2019 to 2023, an increase of 28%, compared to $2.3 billion of average annual spending for the previous five-year period from 2014 to 2018.
Backlog may not be indicative of future operating results as orders may be cancelled or modified by our customers and may not be indicative of continuing revenue performance over future fiscal quarters. 8 Table of Contents Human Capital Our employees are critical to our success. On December 31, 2024, we had 191 employees.
Backlog may not be indicative of future operating results as orders may be cancelled or modified by our customers and may not be indicative of continuing revenue performance over future fiscal quarters. 10 Table of Contents Human Capital Our employees are critical to our success. On December 31, 2025, we had 235 employees.
We currently have contracts in place with the USFS, the DOI, Bureau of Indian Affairs, Bureau of Land Management, Washington State Department of Natural Resources, Alaska Division of Forestry, Cal Fire, Colorado Department of Public Safety Division of Fire Prevention and Control, Idaho Department of Lands, Minnesota Department of Natural Resources, Montana Department of Natural Resources and Conservation, Nevada Department of Conservation and Natural Resources and Oregon Department of Forestry.
We currently have contracts in place with the USFS, the DOI, Bureau of Indian Affairs, Bureau of Land Management, State of Washington Department of Natural Resources, Alaska Division of Forestry and Fire Protection, Cal Fire, Colorado Department of Public Safety Division of Fire Prevention and Control, Minnesota Department of Natural Resources, Montana Department of Natural Resources and Conservation, Nevada Department of Conservation and Natural Resources, Oregon Department of Forestry, and Alberta Forestry Division Wildfire Management Branch.
On November 17, 2023, we entered into a series of agreements with MAB Funding, LLC (“MAB”) and its subsidiary designed to facilitate the purchase and return to service of four Canadair CL-215T Amphibious Aircraft (the “Spanish Scoopers”) originally awarded to the Company in September 2023 via a public tender process from the Government of Spain for €40.3 million.
On November 17, 2023, we entered into a series of agreements with MAB Funding, LLC (“MAB”) and its subsidiary designed to facilitate the purchase and return to service of four Spanish Scoopers originally awarded to the Company in September 2023 via a public tender process from the Government of Spain for €40.3 million.
We drive a culture that understands and respects differences. We rely heavily on recruiting internationally to work on our purpose-built aerial firefighting aircraft and identify the cultural benefits that these individuals bring to our company. Governmental Regulation Federal Aviation Administration The regulations, policies and guidance issued by the FAA apply to the use and operation of our aircraft.
We rely heavily on recruiting internationally to work on our purpose-built aerial firefighting aircraft and identify the cultural benefits that these individuals bring to our company. 11 Table of Contents Governmental Regulation Federal Aviation Administration The regulations, policies and guidance issued by the FAA apply to the use and operation of our aircraft.
We believe our ability to compete successfully as an aerial firefighting service will depend on a number of factors, which may change in the future due to increased competition, including the price of our offerings, consumer confidence in the safety and efficacy of our offerings and consumer satisfaction for the solutions we offer.
We believe our ability to compete successfully depends on a number of factors, which may change in the future due to increased competition, including the price of our offerings, consumer confidence in the safety and efficacy of our offerings and consumer satisfaction for the solutions we offer.
The Super Scooper aircraft has an excellent safety record, direct support from the original equipment manufacturer (the “OEM”), short take-off and landing capabilities (“STOL”) and a multi-crew flight deck. The Super Scooper has a cruising speed of 207 miles per hour.
The Super Scooper aircraft has an excellent safety record, short take-off and landing capabilities (“STOL”) and a multi-crew flight deck. The Super Scooper has a cruising speed of 207 miles per hour.
Each pilot that flies an aircraft on contract for a government agency receives a certification card on an annual basis that validates they are qualified by the government to safely operate the aircraft while on contract. As of December 31, 2024, we have 11 crew chiefs on staff as part of the Super Scooper maintenance crew.
Each pilot that flies an aircraft on contract for a government agency receives a certification card on an annual basis that validates they are qualified by the government to safely operate the aircraft while on contract. In addition, we maintain a seasoned team of crew chiefs on staff as part of the Super Scooper maintenance crew.
Congress (“Congress”) and each state pays for wildland firefighting slightly differently. While fire suppression activities on wildlands in the U.S. are financed through federal funds, budget-making processes may restrict the amount allocated.
Federal and state funding for wildfire control National funding for wildfire management is appropriated by Congress, and each state pays for wildland firefighting slightly differently. While fire suppression activities on wildlands in the U.S. are financed through federal funds, budget-making processes may restrict the amount allocated.
We bid upon and were awarded a USFS multi-year contract beginning with the 2021 fire season through the beginning of the 2025 fire season for the use of our Super Scooper planes, which we anticipate will be extended through the 2025 fire season. 6 Table of Contents Our relationship with the USFS involves two material service agreements: Contract No. 1202SA21T9009, dated as of June 3, 2021 (“Call-When-Needed Water Scooper Contract”), and a National Multiple Award Task Order Contract (“MATOC”), pursuant to which we provide light fixed wing aircraft firefighting services on an exclusive use basis for the Northern, Rocky Mountain, Southwestern, Intermountain and Pacific Southwest regions, as defined by the U.S.
That contract runs through the end of the 2026 fire season. 8 Table of Contents Our relationship with the USFS involves two material service agreements: Contract No. 1202SA21T9009, dated as of June 3, 2021 (“Call-When-Needed Water Scooper Contract”), and a National Multiple Award Task Order Contract (“MATOC”), pursuant to which we provide light fixed wing aircraft firefighting services on an exclusive use basis for the Northern, Rocky Mountain, Southwestern, Intermountain and Pacific Southwest regions, as defined by the U.S.
The SMS program has been audited by both the Federal Aviation Administration (the “FAA”) and the USFS. Furthermore, the Super Scooper has the ability to operate from smaller airports with runways as short as 2,500 feet in length while larger jet-powered aerial firefighting aircraft often need a runway of at least 4,000 feet in length.
Furthermore, the Super Scooper has the ability to operate from smaller airports with runways as short as 2,500 feet in length while larger jet-powered aerial firefighting aircraft often need a runway of at least 4,000 feet in length.
Air Attack Fleet Our Air Attack fleet provides high level situational awareness of fire growth, ground firefighting elements, other aircraft within the fire traffic area and changing weather conditions to Incident Commanders. Each aircraft is outfitted with a broad suite of communication technologies.
Source: United States Department of Agriculture Amphibious Water Scooper Aircraft Operations Plan 2016. Aerial Surveillance Fleet Our Air Attack fleet provides high level situational awareness of fire growth, ground firefighting elements, other aircraft within the fire traffic area, and changing weather conditions to Incident Commanders. Each aircraft is outfitted with a broad suite of communication technologies.
We have eight years of experience in providing USFS Type 1 Air Tactical Group Supervisors (“ATGS”), and the aerial platform to relay the necessary information, to ground-based Interagency Incident Commanders (“Incident Commanders”), who are responsible for the overall management of the wildfire and determine how resources are deployed.
Forest Service (“USFS”) Type 1 Air Tactical Group Supervisors (“ATGS”), and the related aerial platform, to relay the necessary information, to ground-based Interagency Incident Commanders (“Incident Commanders”), who are responsible for the overall management of the wildfire and determine how resources are deployed.
The funding is allocated to the Department of the Interior (the “DOI”) and the USFS. Our company then enters into short, medium and long-term contracts with federal agencies during the firefighting season. On the state level, we are generally seeing significant increases in several state governments and private entities who are preparing themselves for the new fire reality.
Our company then enters into short, medium and long-term contracts with federal agencies. On the state level, we are generally seeing significant increases in the number of state governments and private entities who are preparing themselves for the new fire reality.
Many of these factors are outside of our control, including but not limited to: • forest fires tend to have a higher occurrence during the summer months and during times of drought, but are ultimately unpredictable; • climate change and changes in global temperatures occur over time; • unexpected weather patterns, natural disasters or other events that increase or decrease the rate or intensity of wildfires or impair our ability to perform firefighting services; and • changes in governmental regulations or in the status of our regulatory approvals or applications.
Some of these factors are outside of our control, including but not limited to: • forest fires tend to have a higher occurrence during the summer months and during times of drought, but can vary in size, intensity, duration, frequency, and location; • climate change and changes in global temperatures occur over time; • unexpected weather patterns, natural disasters or other events that increase or decrease the rate or intensity of wildfires or impair our ability to perform firefighting services; and • changes in governmental regulations or in the status of our regulatory approvals or applications. 9 Table of Contents Because wildfires occur at different times in different parts of the country, we operate on a year-round basis.
The Super Scooper is the only aerial fire suppression aircraft with factory OEM support which aids in reducing downtime. Our Competitive Strengths Full spectrum of aerial firefighting services We provide full-spectrum aerial firefighting services, offering both fire suppression and aerial surveillance services in the U.S. and internationally. We emphasize continued investment in new aerial surveillance and aerial fire suppression aircraft.
Our Competitive Strengths Full spectrum of aerial firefighting services We provide full-spectrum aerial firefighting services, offering both fire suppression and aerial surveillance services in the U.S. and internationally. We emphasize continued investment in new aerial surveillance and aerial fire suppression aircraft.
We strive to have high industry standards and employ several dedicated pilot and airframe-specific trainers. Routinely, we fund enhanced workforce training in specific technical fields related to those employees’ desires. In one instance, we have had an employee who was hired as a facility cleaner.
We strive to have high industry standards and employ several dedicated pilot and airframe-specific trainers. Routinely, we fund enhanced workforce training in specific technical fields related to those employees’ desires.
Our Growth Strategy Acquire and deploy additional aircraft to meet increased demand We are an original customer for LAS’s launch of its Super Scooper CL-415EAF Program. There are approximately 100 amphibious scooping aircraft owned by governments throughout the world and as a result, used amphibious scooping aircraft are difficult to locate and obtain.
Our Growth Strategy Acquire and deploy additional aircraft to meet increased demand We are an original customer for the Super Scooper Program and as a result, used amphibious scooping aircraft are difficult to locate and obtain.
By prioritizing training and promoting current employees, we enhance employee engagement and cut costs simultaneously. Employee Retention and Opportunity We believe that attraction and retention of top talent from a variety of backgrounds is important and we employ policies and procedures to recruit diverse talent as well as policies to ensure pay equality.
Employee Retention and Opportunity We believe that attraction and retention of top talent from a variety of backgrounds is important and we employ policies and procedures to identify and recruit talent as well as policies to ensure pay equality.
As the WUI areas continue to grow and wildfires grow larger, more aggressive firefighting strategies are necessary to ensure public safety. These trends have led the U.S. federal government to increase spending on fire suppression, with a compound annual growth rate of 7.0%, since 1985 to $3.2 billion in 2023, according to the NIFC Suppression Costs Data.
These trends have led the U.S. federal government to increase spending on fire suppression, with a compound annual growth rate of 7.0%, since 1985 to $3.2 billion in 2025, according to the NIFC Suppression Costs Data.
The Super Scooper is capable of scooping water in 12 seconds from bodies of water of 4,400 feet or more in length and can empty the water load in 3 seconds in one drop or split the drop into two. The Super Scooper’s water tank capacity is shown in the table below: Volume Weight Liters Imp Gal U.S.
The Super Scooper is capable of scooping water in 12 seconds from bodies of water of 4,400 feet or more in length and can empty the water load in 3 seconds in one drop or split the drop into two. 3 Table of Contents A summary graphic of the Super Scooper and its efficiency in collecting water is provided below.
Even with this increased spending and demand, unfulfilled requests for fixed wing aircraft for aerial firefighting grew at a compound annual growth rate of 3.8% between 2002 and 2023, with 574 unfulfilled requests in 2023, according to National Interagency Coordination Center (“NICC”). Amid raging wildfires and changing climate, we use sustainable and environmentally friendly firefighting methods.
Even with this increased spending and demand, unfulfilled requests for fixed wing aircraft for aerial firefighting grew at a compound annual growth rate of 4.6% between 2002 and 2025, with 738 unfulfilled requests in 2025, according to National Interagency Coordination Center.
Each of our pilots attends annual and recurrent training specific to the aircraft they operate and to meet our standards of safety and standard operating procedures.
Recurrent training for all flight crew is required in a Level D full motion flight simulator each year. Each of our pilots attends annual and recurrent training specific to the aircraft they operate and to meet our standards of safety and standard operating procedures.
We have never been assessed with any safety violations and/or citations, nor have any of our aircraft, including our Super Scooper aircraft, ever been involved in any crashes or serious injuries. We have also adopted a safety management system (“SMS”) designed to reduce the likelihood of safety-related issues arising in the course of our overall operations.
We have never been assessed with any safety violations and/or citations, nor have any of our aircraft, including our Super Scooper aircraft, ever been involved in any crashes or serious injuries.
Our Competitors Our primary competition is a private aerial firefighting operator that currently manages four CL-415s, three Type II Dash 8-400ATs and seven Avro RJ85s, which are designed to drop fire retardant. Additionally, from time-to-time we may compete with aerial firefighting companies that drop water from helicopters.
Our Competitors Our primary competitor is a private aerial firefighting operator that currently manages four CL-415s, three Type II Dash 8-400ATs, and seven Avro RJ85s, which are designed to drop fire retardant. This company’s only direct competitive airframe against our Super Scoopers is its CL-415s.
According to data provided by the NIFC, the average U.S. fire preparedness level during the main wildfire season (June through September) has increased over time by more than one level: during the past five years (2020 – 2024) the average U.S. fire preparedness level was 3.32, while the average U.S. fire preparedness level since 1990 was 2.80. 4 Table of Contents Federal and state funding for wildfire control National funding for wildfire management is appropriated by the U.S.
According to data provided by the NIFC, the average U.S. fire preparedness level during the main wildfire season (June through September) has increased over time: during the past five years (2021 – 2025) the average U.S. fire preparedness level was 3.35, while the average U.S. fire preparedness level since 1990 was 2.83.
In addition to technical training, we invest heavily in leadership and management training as well as some of the most advanced safety training available in our industry. Before hiring externally as needs are identified, a careful analysis is done of our current staff to determine if the aptitude and interest is already in our employee base.
Before hiring externally as needs are identified, a careful analysis is done of our current staff to determine if the aptitude and interest is already in our employee base. By prioritizing training and promoting current employees, we enhance employee engagement and cut costs simultaneously.
Historically, the demand for our services has been higher in the second and third quarters of each fiscal year due to the timing and duration of the North American wildfire season. Consequently, revenues, expenses and operating cash flows from our services are generated mostly in the second and third quarters of our fiscal year.
However, historically the majority of wildfires occur in the second and third quarters, so the demand for our services has generally been higher in the second and third quarters of each fiscal year due to the timing and duration of the North American wildfire season with lower demand in the winter months.
Our aerial surveillance fleet has evolved since our inception from a single aircraft and pilot to the fleet operated today.
Our aerial surveillance fleet has evolved since our inception from a single aircraft and pilot to the fleet operated today. The diversity of our service offerings affords customers the opportunity to select the appropriate services for their specific needs.
The Company plans to acquire the Spanish Scoopers in a sequential manner as they are modified and subsequently contracted for service. Given the limited supply of purpose-built multi-engine airtankers, upkeep and maintenance of existing aircraft is vital to minimize lapses in firefighting services occurring during wildfire season and to reduce the impact of any disruptions that occur.
On December 23, 2025, we purchased two of the Spanish Scoopers from MAB for an aggregate purchase price of $50.0 million. Given the limited supply of purpose-built multi-engine airtankers, upkeep and maintenance of existing aircraft is vital to minimize lapses in firefighting services occurring during wildfire season and to reduce the impact of any disruptions that occur.
Department of Agriculture. Under the Call-When-Needed Water Scooper Contract, we provide Super Scooper aircraft services for wildland firefighting on a national basis for a period of four years from June 3, 2021. We generate revenue under the Call-When-Needed Water Scooper Contract from task orders placed by the USFS.
Department of Agriculture. Under the Call-When-Needed Water Scooper Contract, we provide Super Scooper aircraft services for wildland firefighting on a national basis for a period of four years. The initial four‑year term commenced on June 3, 2021. To extend this long‑standing relationship, the contract was extended through September 30, 2026.
While there is variability in the acreage burned in any given year, the annual average of 7.2 million acres burned from 2004 to 2023 has almost doubled the annual average acreage burned from 1985 to 2003 of 3.7 million.
While there is variability in the acreage burned in any given year, the annual average of 7.2 million acres burned from 2004 to 2023 has almost doubled the annual average acreage burned from 1985 to 2003 of 3.7 million. 6 Table of Contents While the North American wildfire off-season has historically occurred between October and May, fires are starting earlier in the spring and lasting deeper into the fall and winter according to the EPA.
Operators of aircraft are required to have proper licenses, permits and authorizations from the FAA and comply with the FAA’s insurance requirements for third-party liability and government property. While our aircraft are currently registered with the FAA, in the event of a change in ownership, the FAA license will be updated with current information.
While our aircraft are currently registered with the FAA, in the event of a change in ownership, the FAA license will be updated with current information.
The Super Scoopers allow for rapid delivery of water strikes to extinguish wildfires, particularly when deployed in tandem or larger groups to allow for continuous water delivery as aircraft return to the water source. Aerial Surveillance Wildfires can spread quickly and change course in an instant.
The Super Scooper aircraft allow for rapid delivery of water strikes to extinguish wildfires, particularly when deployed in tandem or larger groups to allow for continuous water-delivery as aircraft return to the water source. Bridger operates the largest commercial Super Scooper fleet worldwide, enhancing its competitive position in rapid-response suppression.
In that instance, once any such new vehicle registration applications are filed, the applications will serve as registrations until the FAA issues the new vehicle registrations, which will allow operations to continue during that period. 9 Table of Contents Failure to comply with the FAA’s aviation or space transportation regulations may result in civil penalties or private lawsuits, or the suspension or revocation of licenses or permits, which would prevent operating our aircraft.
In that instance, once any such new vehicle registration applications are filed, the applications will serve as registrations until the FAA issues the new vehicle registrations, which will allow operations to continue during that period.
Business Description Our portfolio is organized across three core offerings: Fire Suppression : Consists of deploying specialized Viking CL-415EAF (“Super Scooper”) aircraft to drop large amounts of water quickly and directly on wildfires. 1 Table of Contents Aerial Surveillance : Consists of providing aerial surveillance via manned (“Air Attack”) aircraft for fire suppression aircraft over an incident and providing tactical coordination with the incident commander.
Business Description Our portfolio is organized across three core offerings: Fire Suppression : Consists of deploying CL-415EAF (“Super Scooper”) aircraft to drop large amounts of water as part of the initial and direct attack to slow, contain, and extinguish wildfires.
Consistent with this strategy, we regularly evaluate potential acquisition opportunities, including ones that would be significant to us. We cannot predict the timing of any contemplated transactions, and none are currently probable. 7 Table of Contents Seasonality Our operating results are impacted by seasonality. Climate conditions and other factors that may influence our revenues may vary each quarter and year.
Pursuing Opportunistic Mergers & Acquisitions (“M&A”) We intend to continue to evaluate M&A opportunities to expand our fleet, add new geographies or add additional services. Consistent with this strategy, we regularly evaluate potential acquisition opportunities, including ones that would be significant to us. We cannot predict the timing of any contemplated transactions, and none are currently probable.
LAS has only made a limited number of new Super Scoopers available for sale between 2020 and 2025, of which the Company has purchased six. Expanding our services Fire Monitoring Technology : Current consolidated fire data is controlled by wildfire agencies with limited to no access publicly available.
The manufacturer has only made a limited number of new Super Scoopers available for sale between 2020 and 2025, of which the Company has purchased six. Domestic and international expansion We are committed to expanding our market share and service offerings both domestically and internationally.
With further training and investment, the employee became a ground vehicle support manager and is now an aircraft mechanic. We also hire entry level mechanics and train them to obtain their airframe and powerplant certification, which allows them to perform maintenance on any aircraft unsupervised.
We also hire entry level mechanics and train them to obtain their airframe and powerplant certification, which allows them to perform maintenance on any aircraft unsupervised. In addition to technical training, we invest heavily in leadership and management training as well as some of the most advanced safety training available in our industry.
Key Market Drivers and Opportunities There are several key market drivers and opportunities for our business, including: Longer and more severe fire seasons drive demand for fire suppression and aerial surveillance services NIFC Suppression Costs Data supports that the acreage burned in the U.S. has increased over time.
Fire plays a vital, natural role in the wildland ecosystem, but today’s frequent megafires disrupt the balance, necessitating rapid, aggressive suppression to keep them contained as smaller, more natural burns. More severe fire seasons drive demand for fire suppression and aerial surveillance services NIFC Suppression Costs Data supports that the acreage burned in the U.S. has increased over time.
However, the seasonal fluctuation in the need to fight wildfires based upon location and the varying intensity of the wildfire season may lead our operating results to fluctuate significantly from quarter to quarter and year to year.
As a result, seasonality and the varying intensity of the fire season have caused, and may continue to cause, our operating results to fluctuate significantly from quarter to quarter and year to year.
The diversity of our service offerings affords customers the opportunity to select the appropriate services for their specific needs. 5 Table of Contents Purpose-built aircraft that can drop higher volumes of water Our six Super Scooper aircraft are the latest model in the LAS production line and feature enhanced industry technology.
Purpose-built aircraft that can drop higher volumes of water Our Super Scooper aircraft are the latest model in the De Havilland production line and feature enhanced industry technology. • Higher cruising speed; 7 Table of Contents • Suitability for mountainous terrain; • STOL on asphalt, gravel and water; • Lower speed during water-bombing (low and slow flight); and • Improved operational efficiency.
Bridger has since grown into a full-spectrum aerial firefighting service provider in the U.S. and in the field of aerial wildfire management, offering technology and services to provide front-line firefighters and fire suppression decision-makers access to key fire data in order to effectively combat wildfires.
Davis’s stewardship, and with the support of a strong leadership team, the Company continues to pave the way as a full-spectrum aerial service provider in the field of aerial wildfire management, offering technology and services to provide front-line firefighters and incident commanders with critical fire data, overhead surveillance, and suppression support.
We are an original customer for Longview Aviation Services Inc.’s (“LAS”) launch of their Super Scooper CL-415EAF (Enhanced Aerial Firefighter) Program.
We are an original customer for Longview Aviation Services Inc.’s (“LAS”) launch of their Super Scooper Program, with Viking as the original manufacturer. De Havilland now owns the type certificate and intends to launch the new version of the Super Scooper, referred to as the De Havilland Canadair (“DHC”) 515.
In addition to the FAA, our industry is regulated by multiple federal agencies who, in some cases, act as both customer and regulator. We are proud to have a stellar record of performance both in flight and on the ground with respect to all of our regulatory bodies. Other Information General information about us can be found at bridgeraerospace.com.
We are proud to have a stellar record of performance both in flight and on the ground with respect to all of our regulatory bodies. SMS System Our SMS system is robust and a living tool used to promote safety first in all activities.
They are also required to complete company-specific training courses regarding safety, standard operating procedures and systems in which they track and sign-off on maintenance logs. Long-standing client relationships We have provided aerial firefighting services since 2015 to government agencies, including the USFS, California Department of Forestry and Fire Protection (“Cal Fire”) and multiple other state governments.
They are also required to complete company-specific training courses regarding safety, standard operating procedures and systems in which they track and sign-off on maintenance logs. Competitive compensation and long-term investment in our team Bridger remains committed to competitive base compensation for all employees, including pilots.
Our Aircraft We deploy modern technology to track and attack wildfires and have an expansive fleet of specialized firefighting aircraft stationed in three hangars at the Bozeman Yellowstone International Airport in Belgrade, Montana. Our aircraft form the basis of our service offerings and, as such, we strive to continually invest in advancements in aerial firefighting platforms.
Our Aircraft The Company deploys modern technology for real-time surveillance, data collection, and mission execution to support wildfire suppression as well as broader emergency response and resource management operations. Bridger maintains an expansive fleet of specialized firefighting aircraft primarily stationed in three hangars at the Bozeman Yellowstone International Airport in Belgrade, Montana.
Each captain has thousands of hours of flight time. All flight crew have a minimum of four years of aerial firefighting experience. Recurrent training for all flight crew is required in a Level D full motion flight simulator.
Highly-skilled crew of pilots and maintenance personnel We maintain a dedicated team of captains on staff as part of the Super Scooper flight crew. Each captain has thousands of hours of flight time. All flight crew have a minimum of four years of aerial firefighting experience.
As of December 31, 2024, the Company has backlog of $8.1 million, of which approximately $8.1 million is expected to be recognized as revenue within the next twelve months.
As of December 31, 2025 and 2024, the Company had backlog of $14.0 million and $8.1 million, respectively.
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Our mission is to save lives, property and habitats threatened by wildfires, leveraging our high-quality team, specialized aircraft and innovative use of technology and data. We are meeting an underserved and growing need for next-generation full-service aerial firefighting platforms.
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Our mission is to deploy the most advanced technologies in aviation to protect lives, property, critical infrastructure, and the environment, delivering these capabilities where they are needed most, from wildfire response to defense and beyond.
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Bridger was founded by our former Chief Executive Officer, former Navy SEAL officer and current United States Senator Timothy Sheehy, in Bozeman, Montana in 2014 with one aircraft and a vision to build a global enterprise to fight wildfires.
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Through innovation and the use of advanced technology and software, focusing on aerial firefighting, disaster response, government applications and public safety, Bridger aims to set the global standard in aviation services. Bridger was founded in 2014 in Bozeman, Montana by Tim Sheehy, former U.S. Navy SEAL officer and current United States Senator. Mr.
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As of December 31, 2024, the Company has a team of 191 employees and has developed an ecosystem of solutions, services and technologies supporting firefighting ground crews and the public.
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Sheehy, who served as the Company’s initial Chief Executive Officer, envisioned applying advanced aviation technologies and combat-derived capabilities developed in military operations to combat wildfires. Since its founding, Bridger has built upon this foundation and is expanding its specialized aerial capabilities beyond traditional wildfire suppression to include mission-adjacent services for governmental and commercial customers.
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According to an article on Climate Change Indicators by the United States Environmental Protection Agency, multiple studies have found that “climate change has already led to an increase in wildfire season length, wildfire frequency and burned area,” “climate change threatens to increase the frequency, extent and severity of fires through increased temperatures and drought” and wildfires release a significant amount of carbon emissions each year.
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The current Chief Executive Officer, Sam Davis, was one of the original members of the Bridger leadership team. Mr. Davis rose through the ranks, contributing to the expansion of the fleet from a small number of legacy aircraft to its current scale and the broadening of the Company’s service offerings. Following Mr.
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The areas in which human development meets or intermingles with undeveloped wildland and vegetative fuels that are both fire-dependent and fire-prone (“wildland-urban interface” or “WUI”) have grown by more than 179,000 square kilometers in the U.S. from 1990 to 2020, according to a 2023 article by the United States Forest Service (the “USFS” and, such article, the “USFS WUI Increase Article”).
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Sheehy’s election to the United States Senate in 2024, Mr. Davis was appointed Chief Executive Officer by unanimous Board of Directors vote based on his successful leadership as Interim CEO. Under Mr.
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WUI areas, which comprise 9.4% of the U.S. land area, now include nearly one-third of all residences, according to the USFS WUI Increase Article. At the same time, the average annual acres burned per fire between 1985 and 2023 have increased more than twofold according to data published by the National Interagency Fire Center (the “NIFC”).
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As of December 31, 2025, the Company has a team of 235 employees headquartered in Belgrade, Montana. The Company’s workforce includes pilots, maintenance personnel, engineers, developers, and support staff who provide aerial wildfire surveillance, suppression and related services, as well as customized airframe modification and integration solutions.
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By sourcing water near the fire for our fire suppression services, we minimize harm to the local water system by keeping water in the local ecology and reducing flight time between scoops and drops.
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Aerial Surveillance : Consists of providing aerial surveillance via manned (“Air Attack”) aircraft for fire suppression aircraft over an incident and providing tactical coordination with the incident commander.
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Bridger’s management estimates that aerial suppression spend represented approximately 42.7% of an estimated $21.9 billion firefighting market (defined as the sum of air-based suppression, ground and fire data, aerial imagery-related and emergency mobile application markets) globally in 2021.
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These specialized amphibious aircraft drop high volumes of water directly onto active wildfires, complementing traditional ground-based suppression efforts. Many wildfires occur near major water sources, making it more time- and fuel-efficient to deploy Super Scoopers. Aerial Surveillance Wildfires can spread quickly and change course very rapidly.
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There is a rapidly growing global need for fire suppression assets, and Bridger’s management believes that a shift away from ground services to air-based suppression has already commenced. The market is anticipated to continue to expand as wildfires rage across Europe and the U.S.
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Our aerial surveillance services leverage Air Attack aircraft and sensor-enhanced manned aircraft for early detection, perimeter mapping, real-time video downlink, and command and control. 1 Table of Contents We have nine years of experience in providing U.S.

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Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

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Biggest changeSales and Customer Risks • The aerial firefighting industry is expected to grow in the near future and is volatile, and if it does not develop, if it develops slower than we expect, if it develops in a manner that does not require use of our services, if it encounters negative publicity or if our solution does not drive commercial or governmental engagement, the growth of our business will be harmed. • We depend significantly on government customers, which subjects us to risks including early termination, audits, investigations, sanctions and penalties. • We rely on a few large customers for a majority of our business. 10 Table of Contents Supplier Risks • We rely on a limited number of suppliers for certain raw materials and supplied components. • There is a limited supply of new CL-415EAF aircraft to purchase, and an inability to purchase additional CL-415EAF aircraft could impede our ability to increase our revenue and net income. • We currently rely and will continue to rely on third-party partners to provide and store the parts and components required to service and maintain our aircraft, and to supply critical components and systems, which exposes us to a number of risks and uncertainties outside our control.
Biggest changeSupplier Risks • We rely on a limited number of suppliers for certain raw materials and supplied components. • There is a limited supply of new Super Scooper aircraft to purchase, and an inability to purchase additional Super Scooper aircraft could impede our ability to increase our revenue and net income. • We currently rely and will continue to rely on third-party partners to provide and store the parts and components required to service and maintain our aircraft, and to supply critical components and systems, which exposes us to a number of risks and uncertainties outside our control.
If new technology or firefighting tactics are created or discovered that provide more powerful, more economic, faster, safer, more environmentally friendly or services that are otherwise superior in certain aspects to our current services, then we may see reduced demand for our services or be required to incur additional costs to adapt our fleet to such technologies or firefighting tactics.
If new technology or firefighting tactics are created or discovered that provide more powerful, more economic, faster, safer, more environmentally friendly firefighting services or that provide services that are otherwise superior in certain aspects to our current services, then we may see reduced demand for our services or be required to incur additional costs to adapt our fleet to such technologies or firefighting tactics.
Additionally, risks such as code anomalies, “Acts of God”, data leakage, cyber-fraud and human error pose a direct threat to our services, systems and data and could result in unauthorized or block legitimate access to sensitive or confidential data regarding our operations, customers, employees and suppliers, including personal information.
Additionally, risks such as code anomalies, “Acts of God”, data leakage, cyber-fraud and human error pose a direct threat to our services, systems and data and could result in unauthorized access or block legitimate access to sensitive or confidential data regarding our operations, customers, employees and suppliers, including personal information.
These fluctuations may occur due to a variety of factors, many of which are outside of our control, including but not limited to: forest fires tend to have a higher occurrence during the summer months and during times of drought, but are ultimately unpredictable; climate change and changes in global temperatures occur over time; unexpected weather patterns, natural disasters or other events that increase or decrease the rate or intensity of wildfires or impair our ability to perform firefighting services; changes in governmental regulations or in the status of our regulatory approvals or applications.
These fluctuations may occur due to a variety of factors, many of which are outside of our control, including but not limited to: forest fires tend to have a higher occurrence during the summer months and during times of drought, but are ultimately unpredictable; climate change and changes in global temperatures occur over time; unexpected weather patterns, natural disasters or other events that increase or decrease the rate or intensity of wildfires or impair our ability to perform firefighting services; and changes in governmental regulations or in the status of our regulatory approvals or applications.
Our organizational documents include the following: • a classified Board with three-year staggered terms, which may delay the ability of stockholders to change the membership of a majority of the Board; • no cumulative voting in the election of directors, which limits the ability of minority stockholders to elect director candidates; • the exclusive right of the Board, unless the Board grants such a right to the holders of any series of preferred stock, to elect a director to fill a vacancy created by the expansion of the Board or the resignation, death or removal of a director, which prevents stockholders from being able to fill vacancies on the Board; • the prohibition on removal of directors without cause; • the ability of the Board to authorize the issuance of shares of preferred stock and to determine the price and other terms of those shares, including preferences and voting rights, without stockholder approval, which could be used to significantly dilute the ownership of a hostile acquiror; • the ability of the Board to alter our Amended and Restated Bylaws without obtaining stockholder approval; • the required approval of at least 66-2/3% of the shares of our Common Stock entitled to vote to amend or repeal our Amended and Restated Bylaws or amend, alter or repeal certain provisions of our Amended and Restated Charter; • a prohibition on stockholder action by written consent, which forces stockholder action to be taken at an annual or special meeting of our stockholders; • an exclusive forum provision providing that the Court of Chancery of the State of Delaware will be the exclusive forum for certain actions and proceedings; • the requirement that a special meeting of stockholders may be called only by the Board, the chair of the Board, the chief executive officer or the president, which may delay the ability of our stockholders to force consideration of a proposal or to take action, including the removal of directors; and 35 Table of Contents • advance notice procedures that stockholders must comply with in order to nominate candidates to the Board or to propose matters to be acted upon at a stockholders’ meeting, which may discourage or deter a potential acquiror from conducting a solicitation of proxies to elect the acquiror’s own slate of directors or otherwise attempting to obtain control of the company.
Our organizational documents include the following: • a classified Board with three-year staggered terms, which may delay the ability of stockholders to change the membership of a majority of the Board; • no cumulative voting in the election of directors, which limits the ability of minority stockholders to elect director candidates; • the exclusive right of the Board, unless the Board grants such a right to the holders of any series of preferred stock, to elect a director to fill a vacancy created by the expansion of the Board or the resignation, death or removal of a director, which prevents stockholders from being able to fill vacancies on the Board; • the prohibition on removal of directors without cause; 37 Table of Contents • the ability of the Board to authorize the issuance of shares of preferred stock and to determine the price and other terms of those shares, including preferences and voting rights, without stockholder approval, which could be used to significantly dilute the ownership of a hostile acquiror; • the ability of the Board to alter our Amended and Restated Bylaws without obtaining stockholder approval; • the required approval of at least 66-2/3% of the shares of our Common Stock entitled to vote to amend or repeal our Amended and Restated Bylaws or amend, alter or repeal certain provisions of our Amended and Restated Charter; • a prohibition on stockholder action by written consent, which forces stockholder action to be taken at an annual or special meeting of our stockholders; • an exclusive forum provision providing that the Court of Chancery of the State of Delaware will be the exclusive forum for certain actions and proceedings; • the requirement that a special meeting of stockholders may be called only by the Board, the chair of the Board, the chief executive officer or the president, which may delay the ability of our stockholders to force consideration of a proposal or to take action, including the removal of directors; and • advance notice procedures that stockholders must comply with in order to nominate candidates to the Board or to propose matters to be acted upon at a stockholders’ meeting, which may discourage or deter a potential acquiror from conducting a solicitation of proxies to elect the acquiror’s own slate of directors or otherwise attempting to obtain control of the company.
The price of our Common Stock and Warrants may fluctuate significantly due to a number of factors, some of which may be beyond our control, including those factors discussed in this “ Risk Factors ” section and many others, such as: • actual or anticipated fluctuations in our financial condition and operating results, including fluctuations in our quarterly and annual results; • developments involving our competitors; • changes in laws and regulations affecting our business; • variations in our operating performance and the performance of our competitors in general; • the public’s reaction to our press releases, our other public announcements and our filings with the SEC; • additions and departures of key personnel; • announcements of significant acquisitions, strategic partnerships, joint ventures or capital commitments by us or our competitors; • our failure to meet the estimates and projections of the investment community or that we may otherwise provide to the public; • publication of research reports about us or our industry, or positive or negative recommendations or withdrawal of research coverage by securities analysts; • changes in the market valuations of similar companies; • overall performance of the equity markets; • sales of our Common Stock and Warrants by us or our stockholders in the future; • trading volume of our Common Stock and Warrants; • significant lawsuits, including shareholder litigation; 33 Table of Contents • failure to comply with the requirements of Nasdaq; • the impact of any natural disasters or public health emergencies; • general economic, industry and market conditions other events or factors, many of which are beyond our control; and • changes in accounting standards, policies, guidelines, interpretations or principles.
The price of our Common Stock and Warrants may fluctuate significantly due to a number of factors, some of which may be beyond our control, including those factors discussed in this “ Risk Factors ” section and many others, such as: • actual or anticipated fluctuations in our financial condition and operating results, including fluctuations in our quarterly and annual results; • developments involving our competitors; • changes in laws and regulations affecting our business; • variations in our operating performance and the performance of our competitors in general; 35 Table of Contents • the public’s reaction to our press releases, our other public announcements and our filings with the SEC; • additions and departures of key personnel; • announcements of significant acquisitions, strategic partnerships, joint ventures or capital commitments by us or our competitors; • our failure to meet the estimates and projections of the investment community or that we may otherwise provide to the public; • publication of research reports about us or our industry, or positive or negative recommendations or withdrawal of research coverage by securities analysts; • changes in the market valuations of similar companies; • overall performance of the equity markets; • sales of our Common Stock and Warrants by us or our stockholders in the future; • trading volume of our Common Stock and Warrants; • significant lawsuits, including shareholder litigation; • failure to comply with the requirements of Nasdaq; • the impact of any natural disasters or public health emergencies; • general economic, industry and market conditions other events or factors, many of which are beyond our control; and • changes in accounting standards, policies, guidelines, interpretations or principles.
For example, due to the condensed and less intense 2023 wildfire season, we experienced a decrease in demand for our wildfire surveillance, relief and suppression and aerial firefighting services and had less flight hours and standby days than prior years, which negatively impacted our results of operations for the 2023 wildfire season.
For example, due to the condensed and less intense 2023 wildfire season, we experienced a decrease in demand for our wildfire surveillance, relief and suppression and aerial firefighting services and had fewer flight hours and standby days than prior years, which negatively impacted our results of operations for the 2023 wildfire season.
Risks Related to the Ownership of Our Securities • The price of our Common Stock and Warrants are likely to be highly volatile. • Our Common Stock is subject to restrictions on ownership by non-U.S. citizens, which could require divestiture by non-U.S. citizen stockholders and could have a negative impact on the transferability of our Common Stock, its liquidity and market value, and such restrictions may deter a potential change of control transaction. • We may issue additional shares of our Common Stock or other equity securities, which would dilute your ownership interest in us and may depress the market price of our Common Stock. • There can be no assurance that we will be able to comply with the continued listing standards of Nasdaq. • The holders of shares of Series A Preferred Stock have rights, preferences and privileges that are not held by, and are preferential to, the rights of holders of our Common Stock. • A small number of Bridger’s stockholders could significantly influence its business. • Future sales, or the perception of future sales, of a substantial number of shares of our Common Stock and Warrants, by us or our stockholders in the public market may cause the price of our Common Stock and Warrants to decline. • Warrants are exercisable for our Common Stock and if exercised will increase the number of shares eligible for future resale in the public market and result in dilution to our stockholders.
Risks Related to the Ownership of Our Securities • The price of our Common Stock and Warrants are likely to be highly volatile. • Our Common Stock is subject to restrictions on ownership by non-U.S. citizens, which could require divestiture by non-U.S. citizen stockholders and could have a negative impact on the transferability of our Common Stock, its liquidity and market value, and such restrictions may deter a potential change of control transaction. • We may issue additional shares of our Common Stock or other equity securities, which would dilute your ownership interest in us and may depress the market price of our Common Stock. • There can be no assurance that we will be able to comply with the continued listing standards of Nasdaq. • The holders of shares of Series A Preferred Stock have rights, preferences and privileges that are not held by, and are preferential to, the rights of holders of our Common Stock. 13 Table of Contents • A small number of Bridger’s stockholders could significantly influence its business. • Future sales, or the perception of future sales, of a substantial number of shares of our Common Stock and Warrants, by us or our stockholders in the public market may cause the price of our Common Stock and Warrants to decline. • Warrants are exercisable for our Common Stock and if exercised will increase the number of shares eligible for future resale in the public market and result in dilution to our stockholders.
Considerable uncertainty exists regarding how future budget and program decisions will unfold, including the aerial firefighting spending priorities of the U.S. government, what challenges budget reductions will present for the aerial firefighting industry and whether annual appropriations bills for all agencies will be enacted for U.S. government fiscal year 2025 and thereafter due to many factors, including but not limited to, changes in the political environment, including before or after a change to the leadership within the government administration, and any resulting uncertainty or changes in policy or priorities and resultant funding.
Considerable uncertainty exists regarding how future budget and program decisions will unfold, including the aerial firefighting spending priorities of the U.S. government, what challenges budget reductions will present for the aerial firefighting industry and whether annual appropriations bills for all agencies will be enacted for U.S. government fiscal year 2026 and thereafter due to many factors, including but not limited to, changes in the political environment, including before or after a change to the leadership within the government administration, and any resulting uncertainty or changes in policy or priorities and resultant funding.
Accordingly, there is uncertainty as to whether a court would enforce such a forum selection provision as written in connection with claims arising under the Securities Act. 41 Table of Contents We may be required to take write-downs or write-offs, restructuring and impairment or other charges that could have a significant negative effect on our financial condition, results of operations and the price of our securities, which could cause you to lose some or all of your investment.
Accordingly, there is uncertainty as to whether a court would enforce such a forum selection provision as written in connection with claims arising under the Securities Act. 43 Table of Contents We may be required to take write-downs or write-offs, restructuring and impairment or other charges that could have a significant negative effect on our financial condition, results of operations and the price of our securities, which could cause you to lose some or all of your investment.
Our level of debt places significant demands on our cash resources, which could: • make it more difficult to satisfy our outstanding debt obligations; 28 Table of Contents • require us to dedicate a substantial portion of our cash for payments related to our debt, reducing the amount of cash flow available for working capital, capital expenditures, entitlement of our real estate assets, contributions to our tax-qualified pension plan and other general corporate purposes; • make it more difficult for us to satisfy certain financial tests and ratios under our loan or debt agreements, requiring us to seek waivers from lenders to not enforce their rights and remedies under the applicable agreements; • limit our flexibility in planning for, or reacting to, changes in the industries in which we compete; • place us at a competitive disadvantage with respect to our competitors, some of which have lower debt service obligations and greater financial resources than we do; • limit our ability to borrow additional funds; • limit our ability to expand our operations through acquisitions; and • increase our vulnerability to general adverse economic and industry conditions if we are unable to generate sufficient cash flow to service our debt and fund our operating costs, our liquidity may be adversely affected.
Our level of debt places significant demands on our cash resources, which could: • make it more difficult to satisfy our outstanding debt obligations; • require us to dedicate a substantial portion of our cash for payments related to our debt, reducing the amount of cash flow available for working capital, capital expenditures, entitlement of our real estate assets, contributions to our tax-qualified pension plan and other general corporate purposes; • make it more difficult for us to satisfy certain financial tests and ratios under our loan or debt agreements, requiring us to seek waivers from lenders to not enforce their rights and remedies under the applicable agreements; • limit our flexibility in planning for, or reacting to, changes in the industries in which we compete; • place us at a competitive disadvantage with respect to our competitors, some of which have lower debt service obligations and greater financial resources than we do; • limit our ability to borrow additional funds; • limit our ability to expand our operations through acquisitions; and • increase our vulnerability to general adverse economic and industry conditions if we are unable to generate sufficient cash flow to service our debt and fund our operating costs, in which case our liquidity may be adversely affected.
These sales, or the possibility that these sales may occur, also might make it more difficult for us to sell equity securities in the future at a time and at a price that we deem appropriate and to raise additional funds through future offerings of our shares of Common Stock or other securities. 38 Table of Contents Warrants are exercisable for our Common Stock and if exercised will increase the number of shares eligible for future resale in the public market and result in dilution to our stockholders.
These sales, or the possibility that these sales may occur, also might make it more difficult for us to sell equity securities in the future at a time and at a price that we deem appropriate and to raise additional funds through future offerings of our shares of Common Stock or other securities. 40 Table of Contents Warrants are exercisable for our Common Stock and if exercised will increase the number of shares eligible for future resale in the public market and result in dilution to our stockholders.
Operations Risks • A cyber-based attack of our IT systems could disrupt our ability to deliver services to our customers and could lead to increased overhead costs, decreased sales and harm to our reputation. • Any failure to offer high-quality aerial firefighting services to customers may harm our relationships with our customers and could adversely affect our reputation, brand, business, financial condition and results of operations. • We are subject to risks associated with climate change, including the potential increased impacts of severe weather events on our operations and infrastructure, and changes in weather patterns may result in lower demand for our services if such changes result in a reduced risk of wildfires. • We are highly dependent on our senior management team and other highly skilled personnel with unique skills.
Operations Risks • A cyber-based attack of our IT systems could disrupt our ability to deliver services to our customers and could lead to increased overhead costs, decreased sales and harm to our reputation. • Any failure to offer high-quality aerial firefighting services to customers may harm our relationships with our customers and could adversely affect our reputation, brand, business, financial condition and results of operations. 12 Table of Contents • We are subject to risks associated with climate change, including the potential increased impacts of severe weather events on our operations and infrastructure, and changes in weather patterns may result in lower demand for our services if such changes result in a reduced risk of wildfires. • We are highly dependent on our senior management team and other highly skilled personnel with unique skills.
Significant items subject to such estimates and assumptions include: (a) excess and aging aircraft support parts reserves, (b) allowance for doubtful accounts, (c) useful lives of property, plant and equipment, net, (d) allocation of the purchase price to the fair value of assets acquired and liabilities assumed, (e) impairment of long-lived assets, goodwill and other intangible assets, (f) disclosure of fair value of financial instruments, (g) variable interest entities, (h) accounting for Series A Preferred Stock, (i) revenue recognition, (j) estimates and assumptions made in determining the carrying values of goodwill, other intangible assets and contingent consideration and (k) Warrants.
Significant items subject to such estimates and assumptions include: (a) excess and aging aircraft support parts reserves, (b) allowance for doubtful accounts, (c) useful lives of property, plant and equipment, net, (d) allocation of the purchase price to the fair value of assets acquired and liabilities assumed, (e) impairment of long-lived assets, goodwill and other intangible assets, (f) disclosure of fair value of financial instruments, (g) variable interest entities, (h) accounting for Series A Preferred Stock, (i) revenue recognition, (j) estimates and assumptions made in determining the carrying values of goodwill, other intangible assets and contingent consideration and (k) Public and Private Placement Warrants.
Budget and program decisions made in this environment would have long-term implications for us and the entire aerial firefighting industry. 21 Table of Contents We depend significantly on U.S. government contracts, which often are only partially funded, subject to immediate termination, and heavily regulated and audited.
Budget and program decisions made in this environment would have long-term implications for us and the entire aerial firefighting industry. 24 Table of Contents We depend significantly on U.S. government contracts, which often are only partially funded, subject to immediate termination, and heavily regulated and audited.
These requirements include, for example: • specialized disclosure and accounting requirements unique to government contracts; • financial and compliance audits that may result in potential liability for price adjustments, recoupment of government funds after such funds have been spent, civil and criminal penalties or administrative sanctions such as suspension or debarment from doing business with the U.S. government; • public disclosures of certain contract and company information; and • mandatory socioeconomic compliance requirements, including labor requirements, non-discrimination and affirmative action programs and environmental compliance requirements.
These requirements include, for example: • specialized disclosure and accounting requirements unique to government contracts; 23 Table of Contents • financial and compliance audits that may result in potential liability for price adjustments, recoupment of government funds after such funds have been spent, civil and criminal penalties or administrative sanctions such as suspension or debarment from doing business with the U.S. government; • public disclosures of certain contract and company information; and • mandatory socioeconomic compliance requirements, including labor requirements, non-discrimination and affirmative action programs and environmental compliance requirements.
In such case, the holders will be able to exercise their Warrants prior to the redemption for a number of shares of our Common Stock determined based on the redemption date and the fair market value of our Common Stock. 39 Table of Contents We have no obligation to notify holders of the Warrants that they have become eligible for redemption.
In such case, the holders will be able to exercise their Warrants prior to the redemption for a number of shares of our Common Stock determined based on the redemption date and the fair market value of our Common Stock. 41 Table of Contents We have no obligation to notify holders of the Warrants that they have become eligible for redemption.
This decline could lead to an impairment of all or a significant portion of the goodwill balance, which could materially affect our GAAP net earnings and net assets. 40 Table of Contents Changes in tax laws or regulations may increase tax uncertainty and adversely affect results of our operations and our effective tax rate.
This decline could lead to an impairment of all or a significant portion of the goodwill balance, which could materially affect our GAAP net earnings and net assets. 42 Table of Contents Changes in tax laws or regulations may increase tax uncertainty and adversely affect results of our operations and our effective tax rate.
License approval can include an interagency review of safety, operational, national security and foreign policy and international obligations implications, as well as a review of foreign ownership. 25 Table of Contents Compliance with existing or new laws can delay our operations and impair our ability to fully utilize our assets.
License approval can include an interagency review of safety, operational, national security and foreign policy and international obligations implications, as well as a review of foreign ownership. 28 Table of Contents Compliance with existing or new laws can delay our operations and impair our ability to fully utilize our assets.
The interests of these significant stockholders may not be in the best interests of all stockholders. 37 Table of Contents If our estimates or judgments relating to our critical accounting policies prove to be incorrect or financial reporting standards change, our results of operations could be adversely affected.
The interests of these significant stockholders may not be in the best interests of all stockholders. 39 Table of Contents If our estimates or judgments relating to our critical accounting policies prove to be incorrect or financial reporting standards change, our results of operations could be adversely affected.
We believe that rising global temperatures have been, and in the future are expected to be, one factor contributing to increasing rates and severity of wildfires. Climate change and global temperatures are impacted my many variables, however, and cannot be predicted with certainty.
We believe that rising global temperatures have been, and in the future are expected to be, one factor contributing to increasing rates and severity of wildfires. Climate change and global temperatures are impacted by many variables, however, and cannot be predicted with certainty.
There can be no assurance that our Warrants will be in the money prior to their January 24, 2028 expiration date, and therefore, we may not receive any proceeds from the exercise of Warrants to fund our operations. 26 Table of Contents We currently have a shelf registration statement on Form S-3 effective and an existing “at-the-market” offering program.
There can be no assurance that our Warrants will be in the money prior to their January 24, 2028 expiration date, and therefore, we may not receive any proceeds from the exercise of Warrants to fund our operations. We currently have a shelf registration statement on Form S-3 effective and an existing “at-the-market” offering program.
While we believe we take reasonable steps to secure these IT networks and systems, and the data processed, transmitted and stored thereon, such networks, systems and data may be susceptible to cyberattacks, viruses, malware, or other unauthorized access or damage (including by environmental, malicious, or negligent acts), which could result in unauthorized access to, or the release and public exposure of, our proprietary information or our users’ personal information.
While we believe we take reasonable steps to secure these IT networks and systems, and the data processed, transmitted and stored thereon, such networks, systems and data are susceptible to cyberattacks, viruses, malware, or other unauthorized access or damage (including by environmental, malicious, or negligent acts), which could result in unauthorized access to, or the release and public exposure of, our proprietary information or our users’ personal information.
We or the third parties with which we share information may not discover any security breach and loss of information for a significant period of time after the security breach occurs. 14 Table of Contents We have invested and continue to invest in technology security initiatives, information-technology risk management, business continuity and disaster recovery plans, including investments to retire and replace end-of-life systems.
We or the third parties with which we share information may not discover any security breach and loss of information for a significant period of time after the security breach occurs. We have invested and continue to invest in technology security initiatives, information-technology risk management, business continuity and disaster recovery plans, including investments to retire and replace end-of-life systems.
If we are unable to drive commensurate growth, these costs, which include lease commitments, marketing costs and headcount, could result in decreased margins, which could have a material adverse effect on our business, financial condition and results of operations. 23 Table of Contents Our cash flow and profitability could be reduced if expenditures are incurred prior to the final receipt of a contract.
If we are unable to drive commensurate growth, these costs, which include lease commitments, marketing costs and headcount, could result in decreased margins, which could have a material adverse effect on our business, financial condition and results of operations. Our cash flow and profitability could be reduced if expenditures are incurred prior to the final receipt of a contract.
Further, in addition to risks related to license requirements, use of certain open-source software can lead to greater risks than use of third-party commercial software, as open-source licensors generally do not provide warranties, and the open-source software may contain security vulnerabilities. 17 Table of Contents Our insurance may become too difficult or expensive for us to obtain or maintain.
Further, in addition to risks related to license requirements, use of certain open-source software can lead to greater risks than use of third-party commercial software, as open-source licensors generally do not provide warranties, and the open-source software may contain security vulnerabilities. Our insurance may become too difficult or expensive for us to obtain or maintain.
As further described under the section of this Annual Report on Form 10-K entitled “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources—Indebtedness” , we have also entered into various term loan agreements and other long-term debt to fund the purchase of additional aircraft and finance the construction of aircraft hangars.
As further described under the section of this Annual Report on Form 10-K entitled “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources—Indebtedness” , we have also entered into various term loan agreements and other long-term debt to fund the purchase of additional aircraft.
Aviation and Firefighting Risks • Our operation of aircraft involves a degree of inherent risk, and we could suffer losses and adverse publicity stemming from any accident, whether related to us or not, involving aircraft, helicopters, or commercial drones similar to the assets we use in our operations. • Our business is inherently risky in that it is fighting wildfires which are powerful and unpredictable. • The unavailability of an aircraft due to loss, mechanical failure, lack of pilots or maintenance personnel, especially one of the Viking Air CL-415EAFs, would result in lower operating revenues for us for a period of time that cannot be determined and would likely be prolonged. • Inability to source and hire personnel with appropriate skills and experience would inhibit operations. • The development of superior alternative firefighting tactics or technology that do not rely on our existing and planned capital assets could reduce demand for our services and result in a material reduction in our revenue and results of operations.
Aviation and Firefighting Risks • Our operation of aircraft involves a degree of inherent risk, and we could suffer losses and adverse publicity stemming from any accident, whether related to us or not, involving aircraft, helicopters, or commercial drones similar to the assets we use in our operations. • Our business is inherently risky in that it is fighting wildfires which are powerful and unpredictable. • The unavailability of an aircraft due to loss, mechanical failure, lack of pilots or maintenance personnel, especially one of the Super Scoopers, would result in lower operating revenues for us for a period of time that cannot be determined and could be prolonged. • Inability to source and hire personnel with appropriate skills and experience would inhibit operations. • The development of superior alternative firefighting tactics or technology that do not rely on our existing and planned capital assets could reduce demand for our services and result in a material reduction in our revenue and results of operations.
Such risks exist throughout the period in which we intend to operate certain portions of our business through the contractual arrangements with the VIE. As of the date of this Annual Report on Form 10-K, we are not aware of any conflicts between the shareholders of the VIE and us.
Such risks exist throughout the period in which we intend to operate certain portions of our business through the contractual arrangements with the VIE. 33 Table of Contents As of the date of this Annual Report on Form 10-K, we are not aware of any conflicts between the shareholders of the VIE and us.
If we continue to focus operations on a single airframe for fire suppression and we do not expand our fleet to other aircraft, our operations may be impacted by the limited supply of new CL-415EAF aircraft available to purchase, which creates a revenue ceiling until additional aircraft can be produced or acquired, which could adversely affect our results of operation and ability to obtain efficiencies of scale. 24 Table of Contents We currently rely and will continue to rely on third-party partners to provide and store the parts and components required to service and maintain our aircraft, and to supply critical components and systems, which exposes us to a number of risks and uncertainties outside our control.
If we continue to focus operations on a single airframe for fire suppression and we do not expand our fleet to other aircraft, our operations may be impacted by the limited supply of new Super Scooper aircraft available to purchase, which creates a revenue ceiling until additional aircraft can be produced or acquired, which could adversely affect our results of operation and ability to obtain efficiencies of scale. 27 Table of Contents We currently rely and will continue to rely on third-party partners to provide and store the parts and components required to service and maintain our aircraft, and to supply critical components and systems, which exposes us to a number of risks and uncertainties outside our control.
If we fail to meaningfully establish, maintain, protect and enforce our intellectual property rights, our business, financial condition and results of operations could be adversely affected. We use open-source software in connection with our platform, which may pose risks to our intellectual property.
If we fail to meaningfully establish, maintain, protect and enforce our intellectual property rights, our business, financial condition and results of operations could be adversely affected. 19 Table of Contents We use open-source software in connection with our platform, which may pose risks to our intellectual property.
Further, our future growth is heavily dependent upon the necessity for our services. 30 Table of Contents The requirements of being a public company may strain our resources, divert our management’s attention and affect our ability to attract and retain additional executive management and qualified board members.
Further, our future growth is heavily dependent upon the necessity for our services. The requirements of being a public company may strain our resources, divert our management’s attention and affect our ability to attract and retain additional executive management and qualified board members.
If we are unable to obtain (including as a result of a disruption to Viking’s business operations, supply lines or the impact of trade restrictions on Viking’s ability to source raw materials on a cost effective basis, or at all) the necessary parts and materials to maintain our Super Scooper aircraft from Viking, and if we are unable to identify an alternative supplier for such parts and materials in a timely manner, then our business operations, including the maintenance and performance of our Super Scooper aircraft, and results of operations would be adversely affected.
If we are unable to obtain (including as a result of a disruption to De Havilland’s business operations, supply lines or the impact of trade restrictions on De Havilland’s ability to source raw materials on a cost effective basis, or at all) the necessary parts and materials to maintain our Super Scooper aircraft from De Havilland, and if we are unable to identify an alternative supplier for such parts and materials in a timely manner, then our business operations, including the maintenance and performance of our Super Scooper aircraft, and results of operations would be adversely affected.
A breach of any of these covenants or the occurrence of other events specified in the agreements or related debt documents could result in an event of default under the same and give rise to the lenders’ right to accelerate our debt obligations thereunder and pursue other remedial actions under our credit facilities and/or trigger a cross-default under our other debt agreements, including our Series 2022 Bonds.
A breach of any of these covenants or the occurrence of other events specified in the agreements or related debt documents could result in an event of default under the same and give rise to the lenders’ right to accelerate our debt obligations thereunder and pursue other remedial actions under our credit facilities and/or trigger a cross-default under our other debt agreements.
As the owners and operators of certain aircraft, including the CL-415EAFs, we believe that safety and reliability are two of the primary attributes that customers consider when selecting aerial firefighting services. Our failure to maintain standards of safety and reliability that are satisfactory to our customers may adversely impact our ability to retain current customers and attract new customers.
As the owners and operators of certain aircraft, including the Super Scoopers, we believe that safety and reliability are two of the primary attributes that customers consider when selecting aerial firefighting services. Our failure to maintain standards of safety and reliability that are satisfactory to our customers may adversely impact our ability to retain current customers and attract new customers.
A similar incident could also damage our reputation or the perception of safety or efficacy of the CL-415EAF in fighting wildfires, which could negatively impact our business and results of operations. Any delays in the development, design and engineering of our products and services may adversely impact our business, financial condition and results of operations.
A similar incident could also damage our reputation or the perception of safety or efficacy of the Super Scooper in fighting wildfires, which could negatively impact our business and results of operations. Any delays in the development, design and engineering of our products and services may adversely impact our business, financial condition and results of operations.
Aircraft loss for any reason could impact our ability to provide services. Short- or long-term unavailability of an aircraft may also result from an aging fleet or parts obsolescence. Replacement aircraft or replacement parts may not be available or only available with significant delays. 12 Table of Contents Our revenues are disproportionately derived from the services of our Super Scoopers.
Aircraft loss for any reason could impact our ability to provide services. Short- or long-term unavailability of an aircraft may also result from an aging fleet or parts obsolescence. Replacement aircraft or replacement parts may not be available or only available with significant costs and/or delays. Our revenues are disproportionately derived from the services of our Super Scoopers.
Government contracting or subcontracting for a period of time. In addition, U.S. government contracts generally contain provisions permitting termination, in whole or in part, without prior notice at the U.S. government’s convenience upon payment only for work done and commitments made at the time of termination.
In addition, U.S. government contracts generally contain provisions permitting termination, in whole or in part, without prior notice at the U.S. government’s convenience upon payment only for work done and commitments made at the time of termination.
In particular, we rely on Viking, the manufacturer of our Super Scooper aircraft and an affiliate of LAS, to source and acquire the parts and materials needed to maintain our Super Scoopers and Bridger has not identified a readily available alternative supplier for certain of such parts.
In particular, we rely on De Havilland (previously known as Viking, an affiliate of LAS), the manufacturer of our Super Scooper aircraft, to source and acquire the parts and materials needed to maintain our Super Scoopers and Bridger has not identified a readily available alternative supplier for certain of such parts.
We derive a substantial portion of our revenue from contracts with the U.S. government (accounting for approximately 67% and 72% of our total revenue for the years ended December 31, 2024 and 2023, respectively) and may enter into additional contracts with the U.S. or foreign governments in the future.
We derive a substantial portion of our revenue from contracts with the U.S. federal government (accounting for approximately 76% and 67% of our total revenue for the years ended December 31, 2025 and 2024, respectively) and may enter into additional contracts with the U.S. or foreign governments in the future.
Our fleet is comprised mainly of CL-415EAF aircraft, which is currently limited in supply (see the section of this Annual Report on Form 10-K entitled “ Risk Factors — There is a limited supply of new CL-415EAF aircraft to purchase, and an inability to purchase additional CL-415EAF aircraft could impede our ability to increase our revenue and net income. ”).
Our fire suppression fleet is comprised mainly of Super Scooper aircraft, which is currently limited in supply (see the section of this Annual Report on Form 10-K entitled “ Risk Factors — There is a limited supply of new Super Scooper aircraft to purchase, and an inability to purchase additional Super Scooper aircraft could impede our ability to increase our revenue and net income. ”).
Compared to an earlier start to the 2024 wildfire season, we experienced an increase in demand for our wildfire surveillance, relief and suppression and aerial firefighting services and had more flight hours and standby days than prior year, which positively impacted our results of operations for the 2024 wildfire season and there is no assurance that such increase in demand before the typical fire season will occur in future years.
Due to an earlier start to the 2024 and 2025 wildfire seasons, we experienced an increase in demand for our wildfire surveillance, relief and suppression and aerial firefighting services and had more flight hours and standby days than 2023, which positively impacted our results of operations for the 2024 and 2025 wildfire seasons and there is no assurance that such increase in demand before the typical fire season will occur in future years.
Similarly, an adverse safety event by a third- party with respect to the CL-415EAF or any of the other planes in our fleet could result in temporary or permanent bans on certain aircraft models by our current or future customers. Our business is inherently risky in that it is fighting wildfires which are powerful and unpredictable.
Similarly, an adverse safety event by a third- party with respect to the Super Scooper or any of the other planes in our fleet could result in temporary or permanent bans on certain aircraft models by our current or future customers. 14 Table of Contents Our business is inherently risky in that it is fighting wildfires which are powerful and unpredictable.
We may also be more likely to experience an adverse safety event. The unavailability of an aircraft due to loss, mechanical failure, lack of pilots or maintenance personnel, especially one of the Viking Air CL-415EAFs, would result in lower operating revenues for us for a period of time that cannot be determined and would likely be prolonged.
We may also be more likely to experience an adverse safety event. The unavailability of an aircraft due to loss, mechanical failure, lack of pilots or maintenance personnel, especially one of the Super Scoopers, would result in lower operating revenues for us for a period of time that cannot be determined and could be prolonged.
On November 17, 2023, we entered into a series of agreements designed to facilitate the purchase and return to service of four Canadair CL-215T Amphibious Aircraft (the “Spanish Scoopers”) originally awarded to our wholly-owned subsidiary, Bridger Aerospace Europe, S.L.U. (“BAE”), in September 2023 via a public tender process from the Government of Spain for €40.3 million.
On November 17, 2023, we entered into a series of agreements designed to facilitate the purchase and return to service of four Spanish Scoopers originally awarded to our wholly-owned subsidiary, Bridger Aerospace Europe, S.L.U. (“BAE”), in September 2023 via a public tender process from the Government of Spain for €40.3 million.
As a result, our operating results may fluctuate significantly from quarter to quarter and from year to year. Our quarterly and annual operating results may fluctuate significantly, which makes our future operating results difficult to predict and could cause our operating results to fall below expectations or any guidance we may provide.
Our quarterly and annual operating results may fluctuate significantly, which makes our future operating results difficult to predict and could cause our operating results to fall below expectations or any guidance we may provide.
As of the date of this Annual Report on Form 10-K, the exercise price for our Warrants is $11.50 per share of Common Stock. On March 10, 2025, the closing price of our Common Stock on Nasdaq was $1.77 per share.
As of the date of this Annual Report on Form 10-K, the exercise price for our Warrants is $11.50 per share of Common Stock. On March 3, 2026, the closing price of our Common Stock on Nasdaq was $2.39 per share.
In addition to competitive conditions in the industry in which we operate, our financial condition and operating performance are also subject to prevailing economic conditions and certain financial, business and other factors beyond our control. We do not expect to declare any dividends in the foreseeable future.
In addition to competitive conditions in the industry in which we operate, our financial condition and operating performance are also subject to prevailing economic conditions and certain financial, business and other factors beyond our control.
Our total revenues are concentrated among a small number of large customers. Sales to our two largest customers in the aggregate represented 73%, sales to our largest customer represented 61% of our total revenues for the year ended December 31, 2024, and three customers that accounted for 72% of accounts receivable as of December 31, 2024.
Sales to our two largest customers in the aggregate represented 73% of our total revenues for the year ended December 31, 2024, sales to our largest customer represented 61% of our total revenues for the year ended December 31, 2024, and three customers accounted for 72% of trade accounts receivable as of December 31, 2024.
Early-Stage Company Risks • We have incurred significant losses since inception, and we may not be able to achieve, maintain or increase profitability or positive cash flow. • The requirements of being a public company may strain our resources, divert our management’s attention and affect our ability to attract and retain additional executive management and qualified board members. • We have identified material weaknesses in our internal control over financial reporting, which we are in the process of, and are focused on, remediating.
Early-Stage Company Risks • We have incurred significant losses since inception, and we may not be able to achieve, maintain or increase profitability or positive cash flow. • The requirements of being a public company may strain our resources, divert our management’s attention and affect our ability to attract and retain additional executive management and qualified board members.
However, we may not realize the expected benefits of these investments, and these anticipated technologies are unproven and these products or technologies may never materialize or be commercialized in a way that would allow us to generate ancillary revenue streams. Relatedly, if such technologies become viable offerings in the future, we may be subject to competition from our competitors.
However, we may not realize the expected benefits of these investments, and these anticipated technologies are unproven and these products or technologies may never materialize or be commercialized in a way that would allow us to generate ancillary revenue streams.
If our systems, aircraft, facilities, technologies and related equipment have shorter useful lives than we currently anticipate, this may lead to higher costs, lower returns on capital, or customer price increases that could hinder our ability to obtain new business, any of which would have a material adverse effect on our business, financial condition and results of operations. 27 Table of Contents We have a substantial amount of debt and servicing future interest or principal payments may impair our ability to operate our business or require us to change our business strategy to accommodate the repayment of our debt.
If our systems, aircraft, facilities, technologies and related equipment have shorter useful lives than we currently anticipate, this may lead to higher costs, lower returns on capital, or customer price increases that could hinder our ability to obtain new business, any of which would have a material adverse effect on our business, financial condition and results of operations.
We may incur significant costs in defending our right to operate in accordance with our business model in many jurisdictions. To the extent that efforts to block or limit our operations are successful, or we or third-party aircraft operators are required to comply with regulatory and other requirements applicable to our services, our revenue and growth would be adversely affected.
To the extent that efforts to block or limit our operations are successful, or we or third-party aircraft operators are required to comply with regulatory and other requirements applicable to our services, our revenue and growth would be adversely affected.
If we are unable to comply with the financial covenants or other terms of our debt agreements, we may become subject to cross-default or cross-acceleration provisions that could result in our debt being declared immediately due and payable. We completed municipal bond financings in July 2022 and August 2022 that raised gross proceeds in the aggregate of $160.0 million.
If we are unable to comply with the financial covenants or other terms of our debt agreements, we may become subject to cross-default or cross-acceleration provisions that could result in our debt being declared immediately due and payable.
Sales and Customer Risks The aerial firefighting industry is expected to grow in the near future and is volatile, and if it does not develop, if it develops slower than we expect, if it develops in a manner that does not require use of our services, if it encounters negative publicity or if our solution does not drive commercial or governmental engagement, the growth of our business will be harmed.
Sales and Customer Risks • The aerial firefighting industry is expected to grow in the near future and is volatile, and if it does not develop, if it develops slower than we expect, if it develops in a manner that does not require use of our services, if it encounters negative publicity or if our solution does not drive commercial or governmental engagement, the growth of our business will be harmed. • We depend significantly on government customers, which subjects us to risks including early termination, audits, investigations, sanctions and penalties. • We rely on a few large customers for a majority of our business.
Subject to the limits contained in some of the agreements governing our outstanding debt, we may incur additional debt in the future. Our maintenance of higher levels of indebtedness could have adverse consequences including impairing our ability to obtain additional debt and/or equity financing in the future.
Our maintenance of higher levels of indebtedness could have adverse consequences including impairing our ability to obtain additional debt and/or equity financing in the future.
Sales to our three largest customers in the aggregate represented 88%, sales to our largest customer represented 65% of our total revenues for the year ended December 31, 2023, and three customers that accounted for 92% of accounts receivable as of December 31, 2023.
Sales to our three largest customers in the aggregate represented 87% of our total revenues for the year ended December 31, 2025, sales to our largest customer represented 66% of our total revenues for the year ended December 31, 2025, and two customers accounted for 69% of trade accounts receivable as of December 31, 2025.
Additionally, current and potential government customers may push towards contracting services from customers with modernized fleets. All of these changes could narrow the scope of future contracts to exclude our existing assets, which could reduce demand for our services, our revenues and earnings. Operations Risks We rely on our IT systems to manage numerous aspects of our business.
All of these changes could narrow the scope of future contracts to exclude our existing assets, which could reduce demand for our services, our revenues and earnings. 15 Table of Contents Operations Risks We rely on our IT systems to manage numerous aspects of our business.
In addition, misconduct involving data security lapses resulting in the compromise of personal information or the improper use of our customer’s sensitive or classified information could result in remediation costs, regulatory sanctions against us and serious harm to our reputation and could adversely impact our ability to continue to contract with the U.S. government.
In addition, misconduct involving data security lapses resulting in the compromise of personal information or the improper use of our customer’s sensitive or classified information could result in remediation costs, regulatory sanctions against us and serious harm to our reputation and could adversely impact our ability to continue to contract with the U.S. government. 17 Table of Contents Any failure to offer high-quality aerial firefighting services to customers may harm our relationships with our customers and could adversely affect our reputation, brand, business, financial condition and results of operations.
There is a limited supply of new CL-415EAF aircraft to purchase, and an inability to purchase additional CL-415EAF aircraft could impede our ability to increase our revenue and net income. Currently, a majority of our revenue derives from services performed by the CL-415EAF. LAS has only made a limited number of CL-415EAFs available for sale between 2020 and 2025.
There is a limited supply of new Super Scooper aircraft to purchase, and an inability to purchase additional Super Scooper aircraft could impede our ability to increase our revenue and net income. Currently, a majority of our revenue derives from services performed by the Super Scooper.
A disruption to our complex, global technology infrastructure, including those impacting our computer systems and website, could result in the loss of confidential business or customer information, require substantial repairs or replacements, resulting in significant costs, and lead to the temporary or permanent transfer by customers of some or all of their business to our competitors.
These third parties may also experience operational disruptions or human error that could result in unauthorized access to sensitive or confidential data regarding our operations, customers, employees and suppliers, including personal information. 16 Table of Contents A disruption to our complex, global technology infrastructure, including those impacting our computer systems and website, could result in the loss of confidential business or customer information, require substantial repairs or replacements, resulting in significant costs, and lead to the temporary or permanent transfer by customers of some or all of their business to our competitors.
If our government or prime contractor customer’s requirements should change or if the government or the prime contractor should direct the anticipated procurement to another contractor, or if the anticipated contract award does not materialize, our investment might be at risk. This could reduce anticipated earnings or result in a loss, negatively affecting our cash flow and profitability.
If our government or prime contractor customer’s requirements should change or if the government or the prime contractor should direct the anticipated procurement to another contractor, or if the anticipated contract award does not materialize, our investment might be at risk.
Under the terms of such agreements, we are subject to certain financial covenants including, a DSCR, current assets to liabilities and senior leverage ratios requirements, respectively, under the agreements of our credit facilities with Citywide Banks (formerly known as Rocky Mountain Bank). The Company is in compliance with such financial covenants as of December 31, 2024.
Under the terms of such agreements, we are subject to certain financial covenants including, a Debt Service Coverage Ratio (“DSCR”) and senior leverage ratios requirements, respectively, under the agreement of our credit facility with UMB Bank (formerly known as Rocky Mountain Bank). The Company was in compliance with such financial covenants as of December 31, 2025.
Our software is also subject to certain protection under copyright law, though we have chosen not to register any of our copyrights.
To date, we have relied primarily on trade secrets and trademarks to protect our proprietary technology. Our software is also subject to certain protection under copyright law, though we have chosen not to register any of our copyrights.
Any of the foregoing could cause substantial harm to our business, require us to make notifications to our customers, governmental authorities, or the media, and could result in litigation, investigations or inquiries by government authorities, or subject us to penalties, fines and other losses relating to the investigation and remediation of such an attack or other unauthorized access or damage to our IT systems and networks. 13 Table of Contents Our service, data and systems may be critical to operations or involve the storage, processing and transmission of sensitive data, including valuable intellectual property, other proprietary or confidential data, regulated data and personal information of employees and others.
Any of the foregoing could cause substantial harm to our business, require us to make notifications to our customers, governmental authorities, or the media, and could result in litigation, investigations or inquiries by government authorities, or subject us to penalties, fines and other losses relating to the investigation and remediation of such an attack or other unauthorized access or damage to our IT systems and networks.
While we currently generate revenue from our aerial firefighting and MRO services, we are not currently profitable, and it is difficult for us to predict our future operating results. As a result, our losses may be larger than anticipated, and we may not be able to reach profitability in the foreseeable future.
While we currently generate revenue from our aerial firefighting and MRO services, the company is in the early stages of establishing a track record of profitability and may not sustain positive results in future periods. As a result, our losses may be larger than anticipated, and we may not be able to reach profitability in the foreseeable future.
During 2024, the Company sold an aggregate of 33,798 shares of Common Stock at a weighted-average price of $5.13 per share for net proceeds of $0.2 million under the 2024 ATM Agreement. In addition, the Company raised additional equity capital through a registered direct equity offering resulting in net cash proceeds of approximately $9.2 million.
In addition to debt financing, during 2024, we raised incremental equity capital through the sale of 33,798 shares of common stock at a weighted‑average price of $5.13 per share under our 2024 At-the-Market Offering (“ATM”) Agreement, generating net proceeds of $0.2 million, and through a registered direct equity offering that provided approximately $9.2 million in net cash proceeds.
Our systems, aircraft, technologies and services and related equipment may have shorter useful lives than we anticipate. Our growth strategy depends in part on the acquisition and maintenance of additional assets, including Super Scoopers, Air Attack aircraft and airport hangars.
Our growth strategy depends in part on the acquisition and maintenance of additional assets, including Super Scoopers, Air Attack aircraft and airport hangars.
As of December 31, 2024, the directors and executive officers beneficially owned 8.9% of the outstanding Common Stock. In addition, former directors and officers hold an additional 36.1% of the outstanding Common Stock. In addition, the equityholders of Bridger that are affiliates of Blackstone Inc. collectively beneficially owned 17.3% of the outstanding Common Stock as of December 31, 2024.
As of December 31, 2025, the directors and executive officers beneficially owned 18.7% of the outstanding Common Stock. In addition, the equity holders of Bridger that are affiliates of Blackstone Inc. collectively beneficially owned 17.3% of the outstanding Common Stock as of December 31, 2025.
The Series A Preferred Stock is convertible non-participating preferred stock, with a conversion price of $11.00 per share and accrues dividends at a rate of 7.0% per annum (payable in cash or in-kind, subject to specified limitations) to but excluding April 25, 2028, 9.0% per annum from (and including) April 25, 2028 to but excluding April 25, 2029 and 11.00% per annum from (and including) April 25, 2029. 36 Table of Contents In addition, under the terms of the Series A Preferred Stock, we may, at our option, redeem all or any portion of the outstanding shares of Preferred Stock under certain circumstances any time after April 25, 2027, and we must redeem the shares by on or before April 25, 2032.
The Series A Preferred Stock is convertible non-participating preferred stock, with a conversion price of $11.00 per share and accrues dividends at a rate of 7.0% per annum (payable in cash or in-kind, subject to specified limitations) to but excluding April 25, 2028, 9.0% per annum from (and including) April 25, 2028 to but excluding April 25, 2029 and 11.00% per annum from (and including) April 25, 2029.
Events or conditions caused by climate change could have a greater impact on our operations than our studies suggest and could result in a fluctuation in revenues and expenses.
Events or conditions caused by climate change could have a greater impact on our operations than our studies suggest and could result in a fluctuation in revenues and expenses. Conversely, the impact could be less than we anticipate, which we expect would result in reduce demand for our aerial firefighting services.
Even if we were to be successful in developing new products, services, offerings or technologies, regulatory authorities may subject us to new rules or restrictions in response to our innovations that may increase our expenses or prevent us from successfully commercializing new products, services, offerings or technologies. 29 Table of Contents Our variable interest entities (or “VIEs”) may subject us to potential conflicts of interest, and such arrangements may not be as effective as direct ownership with respect to our relationships with the VIEs, which could have a material adverse effect on our ability to effectively control the VIEs and receive economic benefits from them.
Our variable interest entities (or “VIEs”) may subject us to potential conflicts of interest, and such arrangements may not be as effective as direct ownership with respect to our relationships with the VIEs, which could have a material adverse effect on our ability to effectively control the VIEs and receive economic benefits from them.
System failures, defects, errors or vulnerabilities in our website, applications, backend systems or other technology systems, or those of third-party technology providers could harm our reputation and brand and adversely impact our business, financial condition and results of operations.
The impact of such events may limit our ability to perform our aerial firefighting services, which could result in loss of revenue and adversely affect our ability to provide our services. 18 Table of Contents System failures, defects, errors or vulnerabilities in our website, applications, backend systems or other technology systems, or those of third-party technology providers could harm our reputation and brand and adversely impact our business, financial condition and results of operations.
In February 2025, President Trump stated that he has directed DOGE to review Pentagon spending for potential waste and fraud. Pressures on and uncertainty surrounding the U.S. federal government’s budget and potential changes in budgetary priorities, could adversely affect our revenue, financial condition, and results of operations.
Pressures on and uncertainty surrounding the U.S. federal government’s budget and potential changes in budgetary priorities, could adversely affect our revenue, financial condition, and results of operations.
For example, contracts awarded under the United States Department of Defense’s Other Transaction Authority for research and prototypes generally require cost-sharing and may not follow, or may follow only in part, standard U.S. government contracting practices and terms, such as the Federal Acquisition Regulation and Cost Accounting Standards. 22 Table of Contents Failure to comply with applicable regulations and requirements could lead to fines, penalties, repayments, or compensatory or treble damages or suspension or debarment from U.S. government contracting or subcontracting for a period of time.
For example, contracts awarded under the United States Department of War’s Other Transaction Authority for research and prototypes generally require cost-sharing and may not follow, or may follow only in part, standard U.S. government contracting practices and terms, such as the Federal Acquisition Regulation and Cost Accounting Standards.
We may also directly and indirectly depend upon other companies with unionized work forces, such as parts suppliers and trucking and freight companies, and work stoppages or strikes organized by such unions could harm our business, financial condition or operating results.
We may also directly and indirectly depend upon other companies with unionized workforces, such as parts suppliers and trucking and freight companies, and work stoppages or strikes organized by such unions could harm our business, financial condition or operating results. 20 Table of Contents In October 2025, we entered into aircraft hangar subleases with terms of ten ( 10 ) years with an unrelated third party.
However, we do not know the outcome of any future audits and adjustments, and we may be required to materially reduce our revenue or profits upon completion and final negotiation of audits. Negative audit findings could also result in termination of a contract, forfeiture of profits, suspension of payments, fines or suspension or debarment from U.S.
However, we do not know the outcome of any future audits and adjustments, and we may be required to materially reduce our revenue or profits upon completion and final negotiation of audits.
The termination of a U.S. government contract or relationship as a result of any of these acts would have an adverse impact on our operations and could have an adverse effect on our standing and eligibility for future U.S. government contracts.
The termination of a U.S. government contract or relationship as a result of any of these acts would have an adverse impact on our operations and could have an adverse effect on our standing and eligibility for future U.S. government contracts. 25 Table of Contents We may be blocked from or limited in providing or offering our services in certain jurisdictions and may be required to modify our business model in those jurisdictions as a result.
Significant changes to our existing services may require us to obtain and maintain applicable permits, authorizations or other regulatory approvals.
Our growth will depend in part on our ability to successfully enter into new markets and expand on our existing services. Significant changes to our existing services may require us to obtain and maintain applicable permits, authorizations or other regulatory approvals.
Further, depending on market conditions, investor perceptions of us and other factors, we might not be able to obtain financing on acceptable terms, or at all, to implement any such transaction. We cannot ensure that any acquisition, partnership or joint venture we make will not have a material adverse effect on our business, financial condition and results of operations.
Further, depending on market conditions, investor perceptions of us and other factors, we might not be able to obtain financing on acceptable terms, or at all, to implement any such transaction.

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Item 1C. Cybersecurity

Cybersecurity — threats and controls disclosure

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Biggest changeOur cybersecurity risk management and strategy processes are coordinated by our Director of Technology. He maintains the Certified Information Systems Security Professional certification and has nine years of senior leadership experience in defensive cyber security in both the private sector and Department of Defense.
Biggest changeOur cybersecurity risk management and strategy processes are coordinated by our Director of Technology. He maintains the Certified Information Systems Security Professional certification and has ten years of senior leadership experience in defensive cyber security in both the private sector and Department of War.
The processes described above have not indicated, as of the date of this Annual Report on Form 10-K, any risks from cybersecurity threats, including as a result of any previous cybersecurity incidents, that we believe have materially affected us in the year ended December 31, 2024 or are reasonably likely to materially affect our company, including its business strategy, results of operations or financial condition.
The processes described above have not indicated, as of the date of this Annual Report on Form 10-K, any risks from cybersecurity threats, including as a result of any previous cybersecurity incidents, that we believe have materially affected us in the year ended December 31, 2025 or are reasonably likely to materially affect our company, including its business strategy, results of operations or financial condition.
Governance Cybersecurity is an important part of our risk management processes and an area of focus for our Board and management. 42 Table of Contents Our Audit Committee is responsible for the oversight of risks from cybersecurity threats. It receives updates on matters of cybersecurity from senior management during regular quarterly meetings and in the interim, if warranted.
Governance Cybersecurity is an important part of our risk management processes and an area of focus for our Board and management. 44 Table of Contents Our Audit Committee is responsible for the oversight of risks from cybersecurity threats. It receives updates on matters of cybersecurity from senior management during regular quarterly meetings and in the interim, if warranted.

Item 2. Properties

Properties — owned and leased real estate

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Biggest changeRefer to “Note 16 – Leases” to the Consolidated Financial Statements contained within this Annual Report for information regarding commitments under leases. ITEM 3. LEGAL PROCEEDINGS. Information with respect to this item may be found in “Note 17 – Commitments and Contingencies” to the Consolidated Financial Statements included in “Part II - Item 8.
Biggest changeSubstantially all of our assets, including aircraft and real property is subject to a lien in connection with our Credit Agreement. Refer to “Note 16 – Leases” to the Consolidated Financial Statements contained within this Annual Report for information regarding commitments under leases. ITEM 3. LEGAL PROCEEDINGS.
At December 31, 2024, we also leased approximately eleven acres of land domestically and one acre of land internationally. We have major operations at the following locations: Corporate Headquarters: Belgrade, Montana International Operations: Albacete, Spain Other Locations: Huntsville, Alabama We believe that our existing properties are in good operating condition and suitable for conducting our business.
At December 31, 2025, we also leased approximately eleven acres of land domestically and one acre of land internationally. We have major operations at the following locations: Corporate Headquarters: Belgrade, Montana International Operations: Albacete, Spain Other Locations: Huntsville, Alabama We believe that our existing properties are in good operating condition and suitable for conducting our business.
ITEM 2. PROPERTIES. At December 31, 2024, we owned approximately 152,000 square feet of floor space and leased approximately 3,000 square feet of floor space for total square feet of floor space of approximately 155,000 at three separate locations, primarily in the U.S., for operations, administration and various other uses. We own three hangars domestically and one hangar internationally.
ITEM 2. PROPERTIES. At December 31, 2025, we owned approximately 50,000 square feet of floor space and leased approximately 120,000 square feet of floor space for total square feet of floor space of approximately 170,000 at three separate locations, primarily in the U.S., for operations, administration and various other uses. We own one hangar internationally and lease three hangars domestically.
Financial Statements and Supplementary Data” of this Annual Report on Form 10-K, under the caption “Legal Matters” which information is incorporated herein by reference.
Information with respect to this item may be found in “Note 17 – Commitments and Contingencies” to the Consolidated Financial Statements included in “Part II - Item 8. Financial Statements and Supplementary Data” of this Annual Report on Form 10-K, under the caption “Legal Matters” which information is incorporated herein by reference.

Item 3. Legal Proceedings

Legal Proceedings — active lawsuits and investigations

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Biggest changeQuantitative and Qualitative Disclosures about Market Risk. 61 Item 8. Financial Statements and Supplementary Data. 62
Biggest changeQuantitative and Qualitative Disclosures about Market Risk. 62 Item 8. Financial Statements and Supplementary Data. 63 Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure. 105 Item 9A. Controls and Procedures. 106 Item 9B. Other Information. 107
Item 3. Legal Proceedings. 43 Item 4 Mine Safety Disclosures. 43 PART II 44 Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities. 44 Item 6. [Reserved] 44 Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations. 45 Item 7A.
Item 3. Legal Proceedings. 45 Item 4 Mine Safety Disclosures. 45 PART II 46 Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities. 46 Item 6. [Reserved] 46 Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations. 47 Item 7A.

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

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Biggest changeHolders As of March 10, 2025, there were 23 stockholders of record of our Common Stock and 2 stockholders of record of our Warrants. This figure does not include an estimate of the indeterminate number of “street name” or beneficial holders whose shares may be held of record by brokerage firms and clearing agencies.
Biggest changeHolders As of March 3, 2026, there were 28 stockholders of record of our Common Stock and 2 stockholders of record of our Warrants. This figure does not include an estimate of the indeterminate number of “street name” or beneficial holders whose shares may be held of record by brokerage firms and clearing agencies.

Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

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Biggest changeOur management believes that the inclusion of supplementary adjustments to EBITDA applied in presenting Adjusted EBITDA are appropriate to provide additional information to investors about certain material non-cash items and about unusual items that we do not expect to continue at the same level in the future. 50 Table of Contents The reconciliation of Net loss, the most directly comparable GAAP measure, to EBITDA and Adjusted EBITDA for the years ended December 31, 2024 and 2023 is as follows: For the years ended December 31, ($s in thousands) 2024 2023 Period Over Period Change ($) Period Over Period Change (%) Net loss $ (15,567) $ (77,358) $ 61,791 (80%) Income tax benefit (762) (302) (460) 152% Depreciation and amortization 17,451 11,089 6,362 57% Interest expense 23,714 23,218 496 2% EBITDA 24,836 (43,353) 68,189 (157%) Stock-based compensation 1 16,160 47,796 (31,636) (66%) Business development & integration expenses 2 1,140 5,687 (4,547) (80%) Change in fair value of earnout consideration 3 (393) 167 (560) (335%) Change in fair value of Warrants 4 (4,530) (267) (4,263) 1,597% Offering costs 5 123 5,773 (5,650) (98%) Loss on disposals and non-cash impairment charges 6 — 2,869 (2,869) (100%) Adjusted EBITDA $ 37,336 $ 18,672 $ 18,664 100% Net loss margin 7 (16) % (116) % Adjusted EBITDA margin 7 38 % 28 % 1 Represents non-cash stock-based compensation expense associated with employee and non-employee equity awards. 2 Represents expenses related to integration costs for completed acquisitions and expenses related to potential acquisition targets and additional business lines. 3 Represents non-cash fair value adjustment for earnout consideration issued in connection with the acquisitions of Ignis Technologies, Inc.
Biggest changeOur management believes that the inclusion of supplementary adjustments to EBITDA applied in presenting Adjusted EBITDA are appropriate to provide additional information to investors about certain material non-cash items and about unusual items that we do not expect to continue at the same level in the future. 52 Table of Contents The reconciliation of Net income (loss), the most directly comparable GAAP measure, to EBITDA and Adjusted EBITDA for the years ended December 31, 2025 and 2024 is as follows: For the years ended December 31, dollars in thousands 2025 2024 Period Over Period Change ($) Period Over Period Change (%) Net income (loss) $ 4,140 $ (15,567) $ 19,707 (127%) Income tax benefit (215) (762) 547 (72%) Depreciation and amortization 15,471 17,451 (1,980) (11%) Interest expense 23,263 23,714 (451) (2%) EBITDA 42,659 24,836 17,823 72% Stock-based compensation 1 7,720 16,160 (8,440) (52%) Business development & integration expenses 2 1,648 1,140 508 45% Change in fair value of earnout consideration 3 (2,285) (393) (1,892) 481% Change in fair value of Warrants 4 4,264 (4,530) 8,794 (194%) Offering costs 5 440 123 317 258% Non-cash impairment charges 6 178 — 178 100% Gain on non-recurring transactions 7 (9,738) — (9,738) 100% Non-recurring organizational development costs 8 392 — 392 100% Adjusted EBITDA $ 45,278 $ 37,336 $ 7,942 21% Net income (loss) margin 9 3 % (16) % Adjusted EBITDA margin 9 37 % 38 % 1 Represents non-cash stock-based compensation expense associated with employee and non-employee equity awards. 2 Represents expenses related to integration costs for completed acquisitions and expenses related to potential acquisition targets and additional business lines. 3 Represents non-cash fair value adjustment for earnout consideration issued in connection with the acquisitions of Ignis Technologies, Inc.
EBITDA and Adjusted EBITDA EBITDA is a non-GAAP profitability measure that represents net income or loss for the period before the impact of interest expense, income tax expense (benefit) and depreciation and amortization of property, plant and equipment and intangible assets.
EBITDA and Adjusted EBITDA EBITDA is a non-GAAP profitability measure that represents net income or loss for the period before the impact of interest expense, income tax benefit and depreciation and amortization of property, plant and equipment and intangible assets.
For Aerial firefighting contracts, the Company primarily performs the following activities as part of a stand-ready obligation: (i) providing our aircraft, pilot, and field maintenance personnel necessary to operate the aircraft (ii) performing the services required on the contract, whether it be fire suppression or aerial surveillance services.
For Aerial firefighting contracts, the Company primarily performs the following activities as part of a stand-ready obligation: (i) providing our aircraft, pilot, and field maintenance personnel necessary to operate the aircraft and (ii) performing the services required on the contract, whether it be fire suppression or aerial surveillance services.
The discussion should be read together with the historical audited annual Consolidated Financial Statements as of and for the years ended December 31, 2024 and 2023, and the related notes thereto, that are included elsewhere in this Annual Report on Form 10-K. This discussion contains forward-looking statements based upon our current expectations, estimates and projections that involve risks and uncertainties.
The discussion should be read together with the historical audited annual Consolidated Financial Statements as of and for the years ended December 31, 2025 and 2024, and the related notes thereto, that are included elsewhere in this Annual Report on Form 10-K. This discussion contains forward-looking statements based upon our current expectations, estimates and projections that involve risks and uncertainties.
As of the October 1, 2024 and 2023 annual goodwill impairment tests, the Company’s qualitative analysis indicated the fair value of the Company’s reporting units exceeded carrying value. Long-Lived Assets A long-lived asset (including amortizable identifiable intangible assets) or asset group is tested for recoverability whenever events or changes in circumstances indicate that its carrying amount may not be recoverable.
As of the October 1, 2025 and 2024 annual goodwill impairment tests, the Company’s qualitative analysis indicated the fair value of the Company’s reporting units exceeded carrying value. Long-Lived Assets A long-lived asset (including amortizable identifiable intangible assets) or asset group is tested for recoverability whenever events or changes in circumstances indicate that its carrying amount may not be recoverable.
Maintenance, Repair and Overhaul (“MRO”) : Consists of maintenance and repair services for return-to-service upgrades of certain Canadair CL-215T Amphibious (“Spanish Scoopers”) aircraft as well as airframe modification and integration solutions for governmental and commercial customers. We manage our operations as a single segment for purposes of assessing performance, making operating decisions and allocating resources.
Maintenance, Repair and Overhaul (“MRO”) : Consists of maintenance and repair services for return-to-service upgrades of certain Canadair CL-215 Amphibious (“Spanish Scoopers”) aircraft as well as airframe modification and integration solutions for governmental and commercial customers. We manage our operations as a single segment for purposes of assessing performance, making operating decisions and allocating resources.
Each of the profitability measures described below is not recognized under GAAP and do not purport to be an alternative to net income or loss determined in accordance with GAAP as a measure of our performance. Such measures have limitations as analytical tools and should not be considered in isolation or as substitutes for our results as reported under GAAP.
Each of the profitability measures described below is not recognized under GAAP and does not purport to be an alternative to net income or loss determined in accordance with GAAP as a measure of our performance. Such measures have limitations as analytical tools, and should not be considered in isolation or as substitutes for our results as reported under GAAP.
The VIE model requires an ongoing reconsideration of whether a reporting entity is the primary beneficiary of a VIE due to changes in the facts and circumstances. For the years ended December 31, 2024 and 2023, Northern Fire Management Services, LLC, a VIE of which the Company was identified as the primary beneficiary, is consolidated into our financial statements.
The VIE model requires an ongoing reconsideration of whether a reporting entity is the primary beneficiary of a VIE due to changes in the facts and circumstances. For the years ended December 31, 2025 and 2024, Northern Fire Management Services, LLC, a VIE of which the Company was identified as the primary beneficiary, is consolidated into our financial statements.
Based on our unrestricted cash and cash equivalents balance as of December 31, 2024, and our projected cash use, we would anticipate the need to raise additional funds through equity or debt financing (or the issuance of stock as acquisition consideration) to pursue any significant acquisition opportunity, at the time of such acquisition opportunity.
Based on our unrestricted cash and cash equivalents balance as of December 31, 2025, and our projected cash use, we would anticipate the need to raise additional funds through equity or debt financing (or the issuance of stock as acquisition consideration) to pursue any significant acquisition opportunity, at the time of such acquisition opportunity.
Refer to “ Note 2 – Summary of Significant Accounting Policies ” of the Notes to Consolidated Financial Statements included in this Annual Report on Form 10-K for the recent accounting pronouncements adopted and the recent accounting pronouncements not yet adopted for the years ended December 31, 2024 and 2023.
Refer to “ Note 2 – Summary of Significant Accounting Policies ” of the Notes to Consolidated Financial Statements included in this Annual Report on Form 10-K for the recent accounting pronouncements adopted and the recent accounting pronouncements not yet adopted for the years ended December 31, 2025 and 2024.
As of December 31, 2024 and 2023, we did not have any other relationships with special purpose or variable interest entities which have been established for the purpose of facilitating off-balance sheet arrangements, which have not been consolidated in the Consolidated Financial Statements of the Company.
As of December 31, 2025 and 2024, we did not have any other relationships with special purpose or variable interest entities which have been established for the purpose of facilitating off-balance sheet arrangements, which have not been consolidated in the Consolidated Financial Statements of the Company.
Typically, revenue is recognized over time using an input measure (i.e., costs incurred to date relative to total estimated costs at completion, also known as cost-to-cost plus reasonable profit) to determine progress. Contract estimates are based on various assumptions to project the outcome of future events that can span multiple months or years.
Typically, revenue is recognized over time using an input measure (i.e., costs incurred to date relative to total estimated costs at completion, also known as cost-to-cost plus reasonable profit) to determine progress. 58 Table of Contents Contract estimates are based on various assumptions to project the outcome of future events that can span multiple months or years.
Each asset acquired or liability assumed is measured at estimated fair value from the perspective of a market participant. 57 Table of Contents Contingent consideration represents an obligation of the acquirer to transfer additional assets or equity interests to the seller if future events occur or conditions are met and is recognized when probable and reasonably estimable.
Each asset acquired or liability assumed is measured at estimated fair value from the perspective of a market participant. Contingent consideration represents an obligation of the acquirer to transfer additional assets or equity interests to the seller if future events occur or conditions are met and is recognized when probable and reasonably estimable.
Depreciable lives by asset category are as follows: Estimated useful life Aircraft, engines and rotable parts 1,500 – 6,000 flight hours Vehicles and equipment 3 – 5 years Buildings 50 years Leasehold improvements 27 - 29 years Property, plant and equipment are reviewed for impairment as discussed above under “ Long-Lived Assets ”.
Depreciable lives by asset category are as follows: Estimated useful life Aircraft, engines and rotable parts 1,500 – 6,000 flight hours Vehicles and equipment 3 – 5 years Buildings 50 years Leasehold improvements 10 years Property, plant and equipment are reviewed for impairment as discussed above under “ Long-Lived Assets ”.
Under the terms of the agreements, we agreed to sell its entire outstanding equity interest in BAE to MAB and purchase $4.0 million of non-voting Class B units of MAB.
Under the terms of the agreements, we agreed to sell our entire outstanding equity interest in BAE to MAB and purchase $4.0 million of non-voting Class B units of MAB.
Refer to “ Note 2 – Summary of Significant Accounting Policies ” of the Notes to Consolidated Financial Statements included in this Annual Report on Form 10-K for additional information. CRITICAL ACCOUNTING POLICIES AND ESTIMATES Our Consolidated Financial Statements and the related notes included elsewhere in this Annual Report on Form 10-K are prepared in accordance with GAAP.
Refer to “ Note 2 – Summary of Significant Accounting Policies ” of the Notes to Consolidated Financial Statements included in this Annual Report on Form 10-K for additional information. 57 Table of Contents CRITICAL ACCOUNTING POLICIES AND ESTIMATES Our Consolidated Financial Statements and the related notes included elsewhere in this Annual Report on Form 10-K are prepared in accordance with GAAP.
The Omnibus Plan provides, among other things, the ability for the Company to grant options, stock appreciation rights, restricted stock, restricted stock units (“RSUs”), performance awards and other stock-based and cash-based awards to employees, consultants and non-employee directors. The Omnibus Plan expires on January 23, 2033.
The Omnibus Plan provides, among other things, the ability for the Company to grant options, stock appreciation rights, restricted stock, RSUs, performance awards and other stock-based and cash-based awards to employees, consultants and non-employee directors. The Omnibus Plan expires on January 23, 2033.
Cost Method Investments We hold equity securities without a readily determinable fair value, which are only adjusted for observable price changes in orderly transactions for the same or similar equity securities or any impairment, totaling $5.0 million as of December 31, 2024 and 2023.
Investments We hold equity securities without a readily determinable fair value, which are only adjusted for observable price changes in orderly transactions for the same or similar equity securities or any impairment, totaling $5.5 million and $5.0 million as of December 31, 2025 and 2024, respectively.
During the periods presented, we exclude from Adjusted EBITDA certain costs that are required to be expensed in accordance with GAAP, including stock-based compensation, business development and integration expenses, offering costs, gains and losses on disposal of fixed assets, non-cash adjustments to the fair value of earnout consideration and non-cash adjustments to the fair value of Warrants issued in connection with the Reverse Recapitalization.
During the periods presented, we exclude from Adjusted EBITDA certain costs that are required to be expensed in accordance with GAAP, including non-cash stock-based compensation, business development and integration expenses, offering costs, non-cash adjustments to the fair value of earnout consideration and non-cash adjustments to the fair value of Warrants issued in connection with the Reverse Recapitalization.
Variable Interest Entities In accordance with ASC 810-10-15, Consolidation , guidance with respect to accounting for VIEs, these entities do not have sufficient equity at risk to finance their activities without additional subordinated financial support from other parties or whose equity investors lack any of the characteristics of a controlling financial interest.
Variable Interest Entities The Company follows ASC 810-10-15, Consolidation , guidance with respect to accounting for variable interest entities (“VIE”). These entities do not have sufficient equity at risk to finance their activities without additional subordinated financial support from other parties or whose equity investors lack any of the characteristics of a controlling financial interest.
Our ability to generate proceeds from equity financings will significantly depend on the market price of our Common Stock. We believe our cash on hand, and cash expected to be generated from operating activities will be sufficient to fund our operations for the next twelve months. As described in “Item 1A.
Our ability to generate proceeds from equity financings will significantly depend on the market price of our Common Stock. We believe our cash on hand, cash expected to be generated from operating activities and available borrowing capacity under the Credit Agreement will be sufficient to fund our operations for the next twelve months. As described in “Item 1A.
Stock-based compensation is included in both Cost of revenues and Selling, general and administrative expense in the Consolidated Statements of Operations. Upon vesting of each RSU, the Company will issue one share of Common Stock to the RSU holder.
The Company accounts for forfeitures as they occur. Stock-based compensation is included in both Cost of revenues and Selling, general and administrative expense in the Consolidated Statements of Operations. Upon vesting of each RSU, the Company will issue one share of Common Stock to the RSU holder.
Net cash provided by operating activities reflects Net loss of $15.6 million for the year ended December 31, 2024 compared to Net loss of $77.4 million for the year ended December 31, 2023.
Net cash provided by operating activities reflects Net income of $4.1 million for the year ended December 31, 2025 compared to Net loss of $15.6 million for the year ended December 31, 2024.
Net cash provided by investing activities for the year ended December 31, 2024 reflects purchases of property, plant and equipment of $4.1 million, which is primarily comprised of purchases, aircraft improvements and expenditures for capitalized software of $1.2 million, partially offset by the collection of cash from note receivable of $3.0 million, cash acquired through the FMS Acquisition of $2.6 million and proceeds from maturities of marketable securities of $1.1 million.
Net cash provided by investing activities for the year ended December 31, 2024 reflects the collection of cash from note receivable of $3.0 million, cash acquired through the FMS Acquisition of $2.6 million, and proceeds from sales and maturities of marketable securities of $1.1 million, partially offset by purchases of property, plant and equipment of $4.1 million, which is primarily comprised of purchases, aircraft improvements and expenditures for capitalized software of $1.2 million. 56 Table of Contents Financing Activities Net cash used in financing activities was $4.3 million for the year ended December 31, 2025, compared to Net cash provided by financing activities of $4.7 million for the year ended December 31, 2024.
We expect to continue to remain vulnerable to a number of industry-specific and global macroeconomic factors that may cause our actual results of operations to differ from our historical results of operations or current expectations.
Economic and Market Factors Our operations, supply chain, partners and suppliers are subject to various global macroeconomic factors. We expect to continue to remain vulnerable to a number of industry-specific and global macroeconomic factors that may cause our actual results of operations to differ from our historical results of operations or current expectations.
Investing Activities Net cash provided by investing activities was $2.1 million for the year ended December 31, 2024, compared to Net cash provided by investing activities of $27.2 million for the year ended December 31, 2023.
Investing Activities Net cash used in investing activities was $34.4 million for the year ended December 31, 2025, compared to Net cash provided by investing activities of $2.1 million for the year ended December 31, 2024.
If the carrying value of the reporting unit exceeds its fair value, an impairment loss equal to the excess is recorded. Conditions that would trigger an impairment assessment include, but are not limited to, a significant adverse change in legal factors or the business climate that could affect the value of an asset or an adverse reaction.
Conditions that would trigger an impairment assessment include, but are not limited to, a significant adverse change in legal factors or the business climate that could affect the value of an asset or an adverse reaction.
When indicators of impairment are present, we evaluate the carrying value of the long-lived assets in relation to the operating performance and future undiscounted cash flows of the underlying assets.
When indicators of impairment are present, we evaluate the carrying value of the long-lived assets in relation to the operating performance and future undiscounted cash flows of the underlying assets. We adjust the net book value of the long-lived assets to fair value if the sum of the expected future cash flows is less than book value.
Weather Conditions and Climate Trends Our business is highly dependent on the needs of government agencies to surveil and suppress fires. As such, our financial condition and results of operations are significantly affected by the weather, as well as environmental and other factors affecting climate change, which impact the number and severity of fires in any given period.
As such, our financial condition and results of operations are significantly affected by the weather, as well as environmental and other factors affecting climate change, which impact the number and severity of fires in any given period.
Net cash provided by financing activities for the year ended December 31, 2024 primarily reflects gross proceeds from issuance of Common Stock in offerings of $9.3 million, partially offset by repayments on debt of $3.0 million and payment of issuance costs for Common Stock in offerings of $1.0 million.
Net cash provided by financing activities for the year ended December 31, 2024 primarily reflects repayments on debt of $3.0 million and payment of issuance costs for Common Stock in offerings of $1.0 million. Contractual Obligations Our principal commitments consist of obligations for outstanding leases and debt.
In the event the customer invokes a termination for convenience clause, we would be entitled to costs incurred to date plus a reasonable profit. Contract costs typically include labor, materials, overhead, and when applicable, subcontractor costs.
As such, these products are deemed to have no alternative use once the manufacturing process begins. In the event the customer invokes a termination for convenience clause, we would be entitled to costs incurred to date plus a reasonable profit. Contract costs typically include labor, materials, overhead, and when applicable, subcontractor costs.
On December 31, 2024, the closing price of our Common Stock was $2.13 per share.
On December 31, 2025, the closing price of our Common Stock was $1.83 per share.
Legacy Bridger was determined to be the accounting acquirer as of the Closing Date with respect to the Reverse Recapitalization, which has been accounted for as a reverse recapitalization, with no goodwill or other intangible assets recorded, in accordance with GAAP.
Legacy Bridger was determined to be the accounting acquirer as of the Closing Date with respect to the Reverse Recapitalization, which has been accounted for as a reverse recapitalization, with no goodwill or other intangible assets recorded, in accordance with GAAP. KEY FACTORS AFFECTING OUR RESULTS OF OPERATIONS We are exposed to certain risks inherent to an aerial firefighting business.
Historical Cash Flows Our consolidated cash flows from operating, investing and financing activities for the years ended December 31, 2024 and 2023 were as follows: For the years ended December 31, $s in thousands 2024 2023 Net cash provided by (used in) operating activities $ 9,355 $ (26,808) Net cash provided by investing activities 2,056 27,158 Net cash provided by (used in) financing activities 4,673 (5,831) Effects of exchange rate changes 62 (42) Net change in cash and cash equivalents $ 16,146 $ (5,523) 54 Table of Contents Operating Activities Net cash provided by operating activities was $9.4 million for the year ended December 31, 2024, compared to Net cash used in operating activities of $26.8 million for the year ended December 31, 2023.
Historical Cash Flows Our consolidated cash flows from operating, investing and financing activities for the years ended December 31, 2025 and 2024 were as follows: For the years ended December 31, dollars in thousands 2025 2024 Net cash provided by operating activities $ 16,732 $ 9,355 Net cash (used in) provided by investing activities (34,443) 2,056 Net cash (used in) provided by financing activities (4,320) 4,673 Effects of exchange rate changes 329 62 Net change in cash and cash equivalents $ (21,702) $ 16,146 Operating Activities Net cash provided by operating activities was $16.7 million for the year ended December 31, 2025, compared to Net cash provided by operating activities of $9.4 million for the year ended December 31, 2024.
Refer to “ Note 2 – Summary of Significant Accounting Policies ” of the Notes to Consolidated Financial Statements included in this Annual Report on Form 10-K for additional information.
Refer to “ Note 12 – Accrued Expenses and Other Liabilities ” of the Notes to Consolidated Financial Statements included in this Annual Report on Form 10-K for additional information.
If the aircraft are not sold to a third party and MAB’s subsidiary has not otherwise entered into an operating lease with a third party for the aircraft, then the Company must pay MAB’s subsidiary $15.0 million. 55 Table of Contents Off-Balance Sheet Arrangements On November 17, 2023, we entered into a series of agreements designed to facilitate the purchase and return-to-service of the Spanish Scoopers originally awarded to the Company’s wholly-owned subsidiary, BAE, in September 2023 via a public tender process from the Government of Spain for €40.3 million.
Off-Balance Sheet Arrangements On November 17, 2023, we entered into a series of agreements designed to facilitate the purchase and return-to-service of the Spanish Scoopers originally awarded to the Company’s wholly-owned subsidiary, BAE, in September 2023 via a public tender process from the Government of Spain for €40.3 million.
The fair value of RSUs is determined based on the quoted market price of the Common Stock on the date of grant. Compensation cost for the RSUs is recognized over the requisite service period based on a graded-vesting method. The Company accounts for forfeitures as they occur.
As of December 31, 2025, the Company has granted participants RSUs and bonuses paid in Common Stock under the Omnibus Plan. The fair value of RSUs is determined based on the quoted market price of the Common Stock on the date of grant. Compensation cost for the RSUs is recognized over the requisite service period based on a graded-vesting method.
Refer to “Note 2 – Summary of Significant Accounting Policies” of the Notes to Consolidated Financial Statements included in this Annual Report on Form 10-K for additional details. Canada revenue was zero for the year ended December 31, 2024 compared to 17.2 million for the year ended December 31, 2023.
Refer to “Note 2 – Summary of Significant Accounting Policies” of the Notes to Consolidated Financial Statements included in this Annual Report on Form 10-K for additional details. Other services revenue decreased by $0.8 million, or 16%, to $4.1 million for the year ended December 31, 2025, from $4.9 million for the year ended December 31, 2024.
A contract’s transaction price is allocated to each distinct performance obligation and recognized as revenue when, or as, control is transferred and the performance obligation is satisfied. The majority of our contracts have a single performance obligation as the promise to transfer the individual goods or services are highly interrelated or meet the series guidance.
The majority of our contracts have a single performance obligation as the promise to transfer the individual goods or services are highly interrelated or meet the series guidance.
Based on the climate change indicators published by the Environmental Protection Agency (“EPA”), these factors have shown year over year increases linked to the effects of climate change and the overall trend in increased temperatures.
Based on the climate change indicators published by the Environmental Protection Agency (“EPA”), these factors have shown year-over-year increases linked to the effects of climate change and the overall trend in increased temperatures. We believe that rising global temperatures have been, and in the future are expected to be, one factor contributing to increasing rates and severity of wildfires.
The following table summarizes our contractual obligations as of December 31, 2024: Payments Due by Period $s in thousands Total Current Noncurrent Lease obligations $ 10,539 $ 2,449 $ 8,090 Debt obligations 208,387 3,173 205,214 Total $ 218,926 $ 5,622 $ 213,304 On November 17, 2023, the Company entered into a series of agreements with MAB and its subsidiary designed to facilitate the purchase and return-to-service of four Spanish Scoopers originally awarded to the Company in September 2023 via a public tender process from the Government of Spain.
The following table summarizes our contractual obligations as of December 31, 2025: Payments Due by Period dollars in thousands Total Current Noncurrent Lease obligations $ 31,642 $ 2,406 $ 29,236 Debt obligations 222,493 2,836 219,657 Total $ 254,135 $ 5,242 $ 248,893 On November 17, 2023, the Company entered into a series of agreements with MAB and its subsidiary designed to facilitate the purchase and return-to-service of four Spanish Scoopers originally awarded to the Company in September 2023 via a public tender process from the Government of Spain.
Selling, General and Administrative Expense Selling, general and administrative expense decreased by $47.0 million, or 57%, to $35.8 million for the year ended December 31, 2024, from $82.9 million for the year ended December 31, 2023.
Selling, General and Administrative Expense Selling, general and administrative expense increased by $0.5 million, or 1%, to $36.3 million for the year ended December 31, 2025, from $35.8 million for the year ended December 31, 2024.
For maintenance repair contracts, we manufacture products to customer specifications and the product cannot be easily modified to satisfy another customer’s order or we perform return-to-service work on customer aircraft. As such, these products are deemed to have no alternative use once the manufacturing process begins.
Maintenance repair revenue consists of maintenance repair and return to service work performed on customer aircraft. For maintenance repair contracts, we manufacture products to customer specifications and the product cannot be easily modified to satisfy another customer’s order or we perform return-to-service work on customer aircraft.
Airplane hangars located on leased airport property are considered leasehold improvements with useful lives determined based on the estimated life of the underlying ground lease.
Depreciation for vehicles and equipment, buildings and leasehold improvements is computed using the straight-line method over the estimated useful lives of the property, plant and equipment. Airplane hangars located on leased airport property are considered leasehold improvements with useful lives determined based on the estimated life of the underlying ground lease.
When we elect to perform a qualitative assessment and conclude it is more likely that the fair value of the reporting unit is greater than its carrying value, no further assessment of that reporting unit’s goodwill is necessary. Otherwise, a quantitative assessment is performed, and the fair value of the reporting unit is determined.
The Company assesses goodwill for impairment as of October 1 annually or more frequently upon an indicator of impairment. 59 Table of Contents When we elect to perform a qualitative assessment and conclude it is more likely that the fair value of the reporting unit is greater than its carrying value, no further assessment of that reporting unit’s goodwill is necessary.
Impairment of Goodwill and Long-Lived Assets Goodwill Goodwill represents the excess of purchase price over fair value of the net assets acquired in an acquisition. Beginning in 2023, the Company assesses goodwill for impairment as of October 1 annually or more frequently upon an indicator of impairment.
Impairment of Goodwill and Long-Lived Assets Goodwill Goodwill represents the excess of purchase price over fair value of the net assets acquired in an acquisition.
EMERGING GROWTH COMPANY AND SMALLER REPORTING COMPANY STATUS Section 102(b)(1) of the JOBS Act exempts “emerging growth companies” as defined in Section 2(A) of the Securities Act of 1933, from being required to comply with new or revised financial accounting standards until private companies are required to comply with the new or revised financial accounting standards.
RECENT ACCOUNTING PRONOUNCEMENTS For additional information regarding recent accounting pronouncements adopted and under evaluation, refer to “ Note 2 – Summary of Significant Accounting Policies ” of the Notes to Consolidated Financial Statements included in this Annual Report on Form 10-K. 61 Table of Contents EMERGING GROWTH COMPANY AND SMALLER REPORTING COMPANY STATUS Section 102(b)(1) of the JOBS Act exempts “emerging growth companies” as defined in Section 2(A) of the Securities Act of 1933, from being required to comply with new or revised financial accounting standards until private companies are required to comply with the new or revised financial accounting standards.
Such consideration is allocated to the distinct daily increment it relates to within the contract and therefore, recognized as we perform the daily firefighting services on the contract.
Such consideration is allocated to the distinct daily increment it relates to within the contract and therefore, recognized as we perform the daily firefighting services on the contract. We utilize the output method to recognize revenue over time as this depicts the Company’s performance toward complete satisfaction of the performance obligation.
We believe that this expected long-term increase in demand will offset increased costs and that the operational challenges we may experience in the near term can be managed in a manner that will allow us to support increased demand, though we cannot provide any assurances. 46 Table of Contents KEY COMPONENTS OF OUR RESULTS OF OPERATIONS Revenues Our primary source of revenues is from providing services, which are disaggregated into fire suppression, aerial surveillance, MRO and other services.
We believe that this expected long-term increase in demand will offset increased costs and that the operational challenges we may experience in the near term can be managed in a manner that will allow us to support increased demand, though we cannot provide any assurances.
From time to time, the Company invests its excess cash in highly rated available-for-sale securities, with the primary objective of minimizing the potential risk of principal loss. As of December 31, 2024, the Company had zero investments in debt securities classified as available-for-sale.
Cash and Marketable Securities As of December 31, 2025, our principal sources of liquidity were cash and cash equivalents of $31.4 million which were held for working capital purposes. From time to time, the Company invests its excess cash in highly rated available-for-sale securities, with the primary objective of minimizing the potential risk of principal loss.
(“Ignis”) and FMS. 4 Represents the non-cash fair value adjustment for Warrants issued in connection with Reverse Recapitalization. 5 Represents one-time costs for professional service fees related to the preparation for potential offerings that have been expensed during the period. 6 Represents loss on the disposal of an aging aircraft and non-cash impairment charges on aircraft with projected cash flow losses. 7 Net loss margin represents Net loss divided by Total revenue and Adjusted EBITDA margin represents Adjusted EBITDA divided by Total revenue. 51 Table of Contents LIQUIDITY AND CAPITAL RESOURCES For the year ended December 31, 2024, the Company had an operating income of $5.3 million, net loss of $15.6 million and cash flow provided by operating activities of $9.4 million.
(“Ignis”) and FMS. 4 Represents the non-cash fair value adjustment for Warrants issued in connection with Reverse Recapitalization. 5 Represents one-time costs for professional service fees related to the preparation for potential offerings that have been expensed during the period. 6 Represents non-cash impairment charges on aircraft. 7 Represents the net effect from the October 2025 debt refinancing and sale-leaseback transactions completed during the period. 8 Represents expenses associated with the build out of the executive leadership team. 9 Net income (loss) margin represents Net income (loss) divided by Total revenue and Adjusted EBITDA margin represents Adjusted EBITDA divided by Total revenue.
Refer to “ Liquidity and Capital Resources—Indebtedness ” included in this Annual Report on Form 10-K for a discussion of our loan commitments.
Interest expense also reflects the net effect of the interest rate swap prior to its termination and also includes amortization of debt issuance costs associated with our loan agreements. Refer to “ Liquidity and Capital Resources—Indebtedness ” included in this Annual Report on Form 10-K for a discussion of our loan commitments.
Depreciation for aircraft, engines and rotable parts is recorded over the estimated useful life based on flight hours. Depreciation for vehicles and equipment, buildings and leasehold improvements is computed using the straight-line method over the estimated useful lives of the property, plant and equipment.
Property, Plant and Equipment, net Property, plant and equipment is stated at net book value, cost less depreciation. Depreciation for aircraft, engines and rotable parts is recorded over the estimated useful life based on flight hours.
Historically, the demand for our services has been higher in the second and third quarters of each fiscal year due to the timing and duration of the North American fire season. Consequently, revenues, expenses and operating cash flows from our services are generated mostly in the second and third quarters of our fiscal year.
However, historically the majority of wildfires occur in the second and third quarters, so the demand for our services has generally been higher in the second and third quarters of each fiscal year due to the timing and duration of the North American wildfire season with lower demand in the winter months.
The service agreement also provides that we have the right, but not the obligation, to acquire each Spanish Scooper as it is ready to be contracted and returned to service.
The service agreement also provides that we have the right, but not the obligation, to acquire each Spanish Scooper as it is ready to be contracted and returned to service. On December 23, 2025, we purchased two of the Spanish Scoopers from MAB for an aggregate purchase price of $50.0 million, allocated $25.0 million per aircraft.
The Company had no aerial firefighting operations in Canada in 2024. Cost of Revenues Total cost of revenues increased by $16.1 million, or 39%, to $57.5 million for the year ended December 31, 2024, from $41.3 million for the year ended December 31, 2023.
Cost of Revenues Total cost of revenues increased by $13.7 million, or 24%, to $71.1 million for the year ended December 31, 2025, from $57.5 million for the year ended December 31, 2024.
Fair Value of Financial Instruments In accordance with ASC 820, Fair Value Measurement , fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date.
Refer to “ Note 2 – Summary of Significant Accounting Policies ” of the Notes to Consolidated Financial Statements included in this Annual Report on Form 10-K for additional information. 60 Table of Contents Fair Value of Financial Instruments We follow guidance in ASC 820, Fair Value Measurement , where fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date.
Our reliance on limited suppliers exposes us to volatility in the prices and availability of these materials which may lead to increased costs and delays in operations. Economic and Market Factors Our operations, supply chain, partners and suppliers are subject to various global macroeconomic factors.
Limited Supply of Specialized Aircraft and Replacement and Maintenance Parts Our results of operations are dependent on sufficient availability of aircraft, raw materials and supplied components provided by a limited number of suppliers. Our reliance on limited suppliers exposes us to volatility in the prices and availability of these materials which may lead to increased costs and delays in operations.
Net cash used in operating activities for the year ended December 31, 2023 reflects add-backs to Net loss for non-cash charges totaling $62.2 million, primarily attributable to stock-based compensation expense of $47.8 million and depreciation and amortization of $11.1 million.
Net cash provided by operating activities for the year ended December 31, 2025 reflects add-backs to Net income for non-cash charges totaling $15.6 million, primarily attributable to depreciation and amortization of $15.5 million, a loss on debt extinguishment of $7.8 million, and stock-based compensation expense of $7.1 million, and partially offset by the gain on sale of fixed assets, primarily driven by the sale-leaseback, of $16.9 million.
Larger wildfires and longer seasons are expected to continue as droughts increase in frequency and duration, according to a 2024 article by the EPA.
Historically, our revenue has been higher in the summer season of each fiscal year due to weather patterns which are generally correlated to a higher prevalence of wildfires in North America. Larger wildfires and longer seasons are expected to continue as droughts increase in frequency and duration, according to a 2024 article by the EPA.
Net cash used in financing activities for the year ended December 31, 2023 primarily reflects costs incurred related to the Closing of $6.8 million and repayments of debt of $2.2 million partially offset by proceeds from the Closing of $3.2 million. Contractual Obligations Our principal commitments consist of obligations for outstanding leases and debt.
Net cash used in financing activities for the year ended December 31, 2025 primarily reflects repayments related to the October 2025 refinancing of $210.9 million and payments of issuance costs related to the October 2025 refinancing of $13.9 million, partially offset by net proceeds from issuance of term loans of $220.3 million.
Revenues by service offering for the years ended December 31, 2024 and 2023 were as follows: For the years ended December 31, $s in thousands 2024 2023 Period Over Period Change ($) Period Over Period Change (%) Fire suppression $ 66,765 $ 56,022 $ 10,743 19% Aerial surveillance 13,062 9,730 3,332 34% MRO 13,918 48 13,870 28,896% Other services 4,868 908 3,960 436% Total revenues $ 98,613 $ 66,708 $ 31,905 48% Fire suppression revenue increased by $10.7 million, or 19%, to $66.8 million for the year ended December 31, 2024, from $56.0 million for the year ended December 31, 2023.
Revenues by service offering for the years ended December 31, 2025 and 2024 were as follows: For the years ended December 31, dollars in thousands 2025 2024 Period Over Period Change ($) Period Over Period Change (%) Fire suppression $ 79,840 $ 66,765 $ 13,075 20% Aerial surveillance 17,426 13,062 4,364 33% MRO 21,498 13,918 7,580 54% Other services 4,066 4,868 (802) (16%) Total revenues $ 122,830 $ 98,613 $ 24,217 25% Fire suppression revenue increased by $13.1 million, or 20%, to $79.8 million for the year ended December 31, 2025, from $66.8 million for the year ended December 31, 2024.
Revenue Recognition We enter into short, medium and long-term contracts with customers, primarily with government agencies to deploy aerial fire management assets during the firefighting season. Contracts with our customers generally include a termination for convenience clause. The majority of our contracts are started and completed within the same year.
Accordingly, these are the policies we believe are the most critical to aid in fully understanding and evaluating our consolidated financial condition and results of operations. Revenue Recognition We enter into short, medium and long-term contracts with customers, primarily with government agencies to deploy aerial fire management assets during the firefighting season.
Net cash provided by investing activities for the year ended December 31, 2023 primarily reflects proceeds from sales and maturities of marketable securities of $55.4 million, partially offset by purchases of property, plant and equipment of $20.7 million.
Net cash used in investing activities for the year ended December 31, 2025 reflects purchases of property, plant and equipment of $80.9 million, which is primarily comprised of aircraft purchases and aircraft improvements and partially offset by proceeds from the sale-leaseback transaction of $46.8 million.
(“FMS”) which was acquired in June 2024. Refer to “Note 2 – Summary of Significant Accounting Policies” of the Notes to Consolidated Financial Statements included in this Annual Report on Form 10-K for additional details. The increase in MRO revenue accounted for 43% of the total increase in revenues for the year ended December 31, 2024.
The increase is due to the return-to-service work performed on the Spanish Scoopers in connection with the MAB services agreement. Refer to “Note 2 – Summary of Significant Accounting Policies” of the Notes to Consolidated Financial Statements included in this Annual Report on Form 10-K for additional details.
Our portfolio is organized across three core offerings: Fire Suppression : Consists of deploying specialized Viking CL-415EAF (“Super Scooper”) aircraft to drop large amounts of water quickly and directly on wildfires. Aerial Surveillance : Consists of providing aerial surveillance via manned (“Air Attack”) aircraft for fire suppression aircraft over an incident and providing tactical coordination with the incident commander.
Our portfolio is organized across three core offerings: Fire Suppression : Consists of deploying CL-415EAF (“Super Scooper”) aircraft to drop large amounts of water as part of the initial and direct attack to slow, contain, and extinguish wildfires.
The deliverables within a customer purchase order are analyzed to determine the number of performance obligations. 56 Table of Contents A performance obligation is a promise in a contract to transfer a distinct good or service to the customer and is the unit of account under ASC 606.
A performance obligation is a promise in a contract to transfer a distinct good or service to the customer and is the unit of account under ASC 606. A contract’s transaction price is allocated to each distinct performance obligation and recognized as revenue when, or as, control is transferred and the performance obligation is satisfied.
Aerial surveillance revenue increased by $3.3 million, or 34%, to $13.1 million for the year ended December 31, 2024, from $9.7 million for the year ended December 31, 2023.
The increase was primarily driven by increased flight hours for our surveillance aircraft for the year ended December 31, 2025 compared to the year ended December 31, 2024. MRO revenue increased by $7.6 million, or 54%, to $21.5 million for the year ended December 31, 2025, from $13.9 million for the year ended December 31, 2024.
These risks are further described in the section entitled “ Risk Factors ” in this Annual Report on Form 10-K. Seasonality Due to the North American Fire Season Our operating results are impacted by seasonality. Climate conditions and other factors that may influence the revenues of our services may vary each season and year.
These risks are further described in the section entitled “ Risk Factors ” in this Annual Report on Form 10-K. 47 Table of Contents Seasonality Due to the North American Fire Season Because wildfires occur at different times in different parts of the country, we operate on a year-round basis.
The increase in other services revenue accounted for 12% of the total increase in revenues for the year ended December 31, 2024. 48 Table of Contents Revenues by geographic area for the years ended December 31, 2024 and 2023 were as follows: For the years ended December 31, $s in thousands 2024 2023 Period Over Period Change ($) Period Over Period Change (%) United States $ 88,527 $ 49,486 $ 39,041 79% Spain 10,086 48 10,038 20,913% Canada — 17,174 (17,174) (100%) Total revenues $ 98,613 $ 66,708 $ 31,905 48% United States revenue increased by $39.0 million, or 79%, to $88.5 million for the year ended December 31, 2024, from $49.5 million for the year ended December 31, 2023.
The decrease was primarily due to third-party training and flight operations services utilizing our aircraft for the year ended December 31, 2025 compared to the year ended December 31, 2024. 50 Table of Contents Revenues by geographic area for the years ended December 31, 2025 and 2024 were as follows: For the years ended December 31, dollars in thousands 2025 2024 Period Over Period Change ($) Period Over Period Change (%) United States $ 108,843 $ 88,527 $ 20,316 23% Spain 13,987 10,086 3,901 39% Total revenues $ 122,830 $ 98,613 $ 24,217 25% United States revenue increased by $20.3 million, or 23%, to $108.8 million for the year ended December 31, 2025, from $88.5 million for the year ended December 31, 2024.
We recognize revenue under Accounting Standards Codification 606, “Revenue from Contracts with Customers” (“ASC 606”), which utilizes a five-step model. The definition of a contract for us is typically defined as a customer purchase order as this is when we achieve an enforceable right to payment.
The definition of a contract for us is typically defined as a customer purchase order as this is when we achieve an enforceable right to payment. The deliverables within a customer purchase order are analyzed to determine the number of performance obligations.
As of March 10, 2025, $5,869,526 is available for potential future sales under the 2024 ATM Agreement, which may be utilized for future financings under our effective shelf registration statement.
As of March 3, 2026, $100.0 million remains available for potential future sales under the 2025 ATM Agreement, which may be utilized for future financings under our effective shelf registration statement. Refer to “Note 19 – Stockholders' Deficit” of the Notes to Consolidated Financial Statements included in this Annual Report on Form 10-K.
For the years ended December 31, $s in thousands 2024 2023 Period Over Period Change ($) Period Over Period Change (%) Revenues $ 98,613 $ 66,708 $ 31,905 48% Cost of revenues: Flight operations 31,016 24,412 6,604 27% Maintenance 26,459 16,928 9,531 56% Total cost of revenues 57,475 41,340 16,135 39% Gross income 41,138 25,368 15,770 62% Selling, general and administrative expense 35,820 82,863 (47,043) (57%) Operating income (loss) 5,318 (57,495) 62,813 (109)% Interest expense (23,714) (23,218) (496) 2% Other income 2,067 3,053 (986) (32)% Loss before income taxes (16,329) (77,660) 61,331 (79)% Income tax benefit 762 302 460 152% Net loss $ (15,567) $ (77,358) $ 61,791 (80%) 47 Table of Contents Revenues Revenue increased by $31.9 million, or 48%, to $98.6 million for the year ended December 31, 2024, from $66.7 million for the year ended December 31, 2023.
For the years ended December 31, dollars in thousands 2025 2024 Period Over Period Change ($) Period Over Period Change (%) Revenues $ 122,830 $ 98,613 $ 24,217 25% Cost of revenues: Flight operations 31,933 31,016 917 3% Maintenance 39,214 26,459 12,755 48% Total cost of revenues 71,147 57,475 13,672 24% Gross income 51,683 41,138 10,545 26% Selling, general and administrative expenses 36,283 35,820 463 1% Interest expense 23,263 23,714 (451) (2%) Other income 11,788 2,067 9,721 470% Income (loss) before income taxes 3,925 (16,329) 20,254 (124)% Income tax benefit 215 762 (547) (72)% Net income (loss) $ 4,140 $ (15,567) $ 19,707 (127%) Revenues Revenue increased by $24.2 million, or 25%, to $122.8 million for the year ended December 31, 2025, from $98.6 million for the year ended December 31, 2024.
As of December 31, 2024, Series A Preferred Stock had a carrying value and redemption value of $380.2 million.
As of December 31, 2025, it was probable that the Series A Preferred Stock may become redeemable on April 25, 2032. As of December 31, 2025, the Series A Preferred Stock had a carrying value and redemption value of $407.3 million.
Maintenance Maintenance costs increased by $9.5 million, or 56%, to $26.5 million for the year ended December 31, 2024, from $16.9 million for the year ended December 31, 2023.
The increase was partially offset by a decrease in depreciation expense of $2.1 million for the year ended December 31, 2025 compared to the year ended December 31, 2024. Maintenance Maintenance costs increased by $12.8 million, or 48%, to $39.2 million for the year ended December 31, 2025, from $26.5 million for the year ended December 31, 2024.
Other services revenue increased by $4.0 million, or 436%, to $4.9 million for the year ended December 31, 2024, from $0.9 million for the year ended December 31, 2023.
Interest Expense Interest expense decreased by $0.5 million, or 2%, to $23.3 million for the year ended December 31, 2025, from $23.7 million for the year ended December 31, 2024.
Flight Operations Flight operations costs increased by $6.6 million, or 27%, to $31.0 million for the year ended December 31, 2024, from $24.4 million for the year ended December 31, 2023.
Flight Operations Flight operations costs increased by $0.9 million, or 3%, to $31.9 million for the year ended December 31, 2025, from $31.0 million for the year ended December 31, 2024. The increase reflects higher activity levels and associated personnel, travel, and equipment costs necessary to support operational growth of $3.0 million.
MRO revenue was $13.9 million for the year ended December 31, 2024, compared to $48,000 for the year ended December 31, 2023. This amount is primarily due to the return-to-service work performed on the Spanish Scoopers in connection with the MAB Funding, LLC (“MAB”) services agreement and MRO work performed by Flight Test & Mechanical Solutions, Inc.
The increase consisted of the return-to-service work performed on the Spanish Scoopers in connection with the MAB services agreement, and the revenues from maintenance and repair work performed by Flight Test & Mechanical Solutions, Inc. (“FMS”), which was acquired in June 2024.
The increase was partially driven by increased flight hours for our Super Scoopers in the year ended December 31, 2024 compared to the year ended December 31, 2023 resulting from a more intense U.S. wildfire season.
The increase was primarily driven by favorable rate increases for our Super Scoopers in the year ended December 31, 2025 compared to the year ended December 31, 2024. Aerial surveillance revenue increased by $4.4 million, or 33%, to $17.4 million for the year ended December 31, 2025, from $13.1 million for the year ended December 31, 2024.
Financing Activities Net cash provided by financing activities was $4.7 million for the year ended December 31, 2024, compared to Net cash used in financing activities of $5.8 million for the year ended December 31, 2023.
LIQUIDITY AND CAPITAL RESOURCES For the year ended December 31, 2025, the Company had net income of $4.1 million and cash flow provided by operating activities of $16.7 million.

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Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Market Risk — interest-rate, FX, commodity exposure

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Biggest changeITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK. Pursuant to Item 305(e) of Regulation S-K, the Company is not required to provide the information required by this Item as it is a “smaller reporting company” as defined by Rule 12b-2 of the Securities Exchange Act of 1934. 61 Table of Contents
Biggest changeITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK. Pursuant to Item 305(e) of Regulation S-K, the Company is not required to provide the information required by this Item as it is a “smaller reporting company” as defined by Rule 12b-2 of the Securities Exchange Act of 1934. 62 Table of Contents

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