As filed with the Securities and Exchange Commission on April 27, 2026.

Registration No. 333-295169​

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

Amendment No. 1 to

FORM S-1

REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

GMR Solutions Inc.

(Exact name of registrant as specified in its charter)​

4400 Hwy 121, Suite 700
Lewisville, TX 75056
Telephone: (972) 459-4919

(Address, including zip code and telephone number, including area code, of Registrant’s principal executive offices)​

Thomas Cook
Executive Vice President,
General Counsel and Secretary
GMR Solutions Inc.
4400 Hwy 121, Suite 700
Lewisville, TX 75056
Telephone: (972) 459-4919

(Name, address, including zip code and telephone number, including area code, of agent for service)​

With copies to:

Approximate date of commencement of proposed sale to the public: As soon as practicable after this Registration Statement is declared effective.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box: ☐

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act:

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐

The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until this Registration Statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

The information in this preliminary prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.

Subject to completion, dated April 27, 2026

Preliminary Prospectus

    Shares

GMR Solutions Inc.

Class A Common Stock

This is the initial public offering of shares of Class A common stock of GMR Solutions Inc. We are offering      shares of our Class A common stock. We currently expect the initial public offering price to be between $      and $      per share of Class A common stock. Prior to this offering, there has been no public market for shares of our common stock. We intend to apply to list our shares of Class A common stock on the New York Stock Exchange (the “NYSE”) under the trading symbol “GMRS.”

Following this offering, we will have two classes of common stock: Class A common stock and Class B common stock. The rights of the holders of Class A common stock and Class B common stock will be identical, except with respect to voting and conversion. Each share of Class A common stock will be entitled to one vote per share and shares of Class B common stock will be non-voting, except as may be required by law or otherwise provided by the certificate of incorporation. Each share of Class B common stock will automatically convert into one share of Class A common stock upon the sale or other transfer of such share of Class B common stock by the holder thereof. See “Description of Capital Stock” for additional information.​

Funds affiliated with each of KKR Stockholder, Ares and HPS (each as defined herein) are expected to purchase, in the aggregate, $             of Private Placement Warrants (as defined herein) at the initial public offering price in a concurrent private placement transaction (the “Private Placement”). The Private Placement is expected to be entered into immediately following the pricing of this offering and close on the third business day thereafter. See “Summary — Our Organizational Structure — Our Capital Structure.”

After the completion of this offering, the Preferred Exchange (as defined herein) and the Private Placement, KKR Stockholder will beneficially own approximately    % of the voting power of our outstanding shares of common stock, assuming the exercise in full of all outstanding Company Warrants (as defined herein). As a result, we will be a “controlled company” within the meaning of the corporate governance standards of the NYSE. See “Management — Controlled Company Exception” and “Principal Stockholders.”

Investing in shares of our Class A common stock involves risks. See “Risk Factors” beginning on page 29.

Neither the Securities and Exchange Commission nor any other regulatory body has approved or disapproved of these securities or passed upon the accuracy or adequacy of this prospectus. Any representation to the contrary is a criminal offense.

(1)

See “Underwriting (Conflicts of Interest)” for additional information regarding underwriting compensation.

​

We have granted the underwriters a 30-day option from the date of this prospectus to purchase up to      additional shares of our Class A common stock at the initial public offering price, less underwriting discounts and commissions, to cover over-allotments, if any.

The underwriters expect to deliver the shares of our Class A common stock against payment in New York, New York on or about            , 2026.

The date of this prospectus is           , 2026

 

Table of Contents

Through and including the 25th day after the date of this prospectus, all dealers that effect transactions in these shares of our Class A common stock, whether or not participating in this offering, may be required to deliver a prospectus. This is in addition to the dealers’ obligations to deliver a prospectus when acting as underwriters and with respect to their unsold allotments or subscriptions.

You should rely only on the information contained in this prospectus, any amendment or supplement to this prospectus or in any free writing prospectus we may authorize to be delivered or made available to you. Neither we nor the underwriters have authorized anyone to provide you with different information. Neither we nor the underwriters take any responsibility for, or can provide any assurance as to the reliability of, any information other than the information in this prospectus, any amendment or supplement to this prospectus or any free writing prospectus prepared by us or on our behalf. The information in this prospectus, any amendment or supplement to this prospectus or any applicable free writing prospectus is accurate only as of its date, regardless of the time of delivery of this prospectus, any amendment or supplement to this prospectus or any applicable free writing prospectus, as the case may be, or any sale of shares of our Class A common stock. Our business, financial condition, results of operations and prospects may have changed since that date.

This prospectus is an offer to sell only the shares offered hereby, but only under the circumstances and in jurisdictions where it is lawful to do so. For investors outside the United States: we are offering to sell, and seeking offers to buy, shares of our Class A common stock only in jurisdictions where offers and sales are permitted. Neither we nor the underwriters have done anything that would permit this offering or possession or distribution of this prospectus in any jurisdiction where action for that purpose is required, other than in the United States. Persons outside the United States who come into possession of this prospectus

 

i

 

must inform themselves about, and observe any restrictions relating to, the offering of the shares of our Class A common stock and the distribution of this prospectus outside the United States.

INDUSTRY AND MARKET DATA

This prospectus includes information with respect to the markets and industries in which we operate. All industry and market data that are not cited as being from a specified source are based on management’s estimates and calculations, which are derived from our review and interpretation of data available from known sources or other proprietary research, survey and analysis. We believe such data to be accurate as of the date of this prospectus. While we are not aware of any misstatements regarding any market or similar data presented herein, such data involve risks and uncertainties and are subject to change based on various factors, including those discussed under the heading “Forward-Looking Statements.”

Statements regarding our addressable markets and competitive position are based on our analysis of a third party report that we previously commissioned, which report compares us to our competitors, and various metrics, including revenue and the number of total emergent and non-emergent medical transports and transportation assets, such as aircraft and vehicle counts, and bases. The commissioning of such report did not occur in connection with the preparation of this registration statement. Our statement that we are the largest and/or the most comprehensive provider of EMS is based upon our market position as calculated by the number of air bases and aircrafts and the number of our ground ambulances and the counties served by them. Our statement that we are one of the largest integrated providers of essential alternate-site, out-of-hospital care in the United States is based on market share as calculated by revenue. Based on our familiarity with the industry and our competitive landscape, we believe we are the leading provider of emergent and non-emergent medical services by revenue, derived from estimates of price (i.e., average net revenue per trip), fee-for-service Medicare spend and estimated volume of transports as of 2023. Our estimates of the size of, and our position in, the disaster response market are based on federal government contract size and assumes sufficient deployment volume during contract life. Our estimates of our market opportunity and position in the event medical market are based on revenue, derived from estimates of price (i.e., average price per event) and ambulances required for professional sports league events, university athletics and concerts/festivals.

TRADEMARKS, TRADE NAMES, SERVICE MARKS, AND COPYRIGHTS

We own or have the right to use numerous trademarks, trade names, service marks, and copyrights, including those mentioned in this prospectus, that we use in connection with the operation of our business. This prospectus includes trademarks, trade names, service marks, and copyrights which are protected under applicable intellectual property laws and are our property, the property of our subsidiaries and/or the property of their respective owners. Solely for convenience, certain trademarks, trade names, service marks, and copyrights referred to in this prospectus may appear without the ©, ®, SM and ™ symbols, but such references are not intended to indicate, in any way, that we will not assert, to the fullest extent under applicable law, our rights or the rights of the applicable licensors to these trademarks, trade names, service marks, and copyrights. We do not intend our use or display of other parties’ trademarks, trade names, service marks, or copyrights to imply, and such use or display should not be construed to imply, a relationship with, or endorsement or sponsorship of us by, these other parties.

BASIS OF PRESENTATION

Certain Definitions

As used in this prospectus, unless otherwise noted or the context requires otherwise:

•

“2015 Warrants” refers to warrants to purchase common stock of the Company issued to certain warrantholders pursuant to that certain Subscription Agreement, dated as of April 28, 2015, among the Company and the subscribers party thereto;

​

•

“2018 Warrants” refers to warrants to purchase common stock of the Company issued to certain warrantholders pursuant to that certain Subscription Agreement, dated as of March 14, 2018, among the Company and the subscribers party thereto;

​

 

ii

 

•

“2021 Warrants” refers to warrants to purchase common stock of the Company issued to certain warrantholders pursuant to that certain Subscription Agreement, dated as of December 17, 2021, among the Company and the subscribers party thereto;

​

•

“2024 Warrants” refers to warrants of the Company issued to certain warrantholders in 2024, including certain warrants re-issued in 2025 in connection with a transfer, in each case, certain of which have been exchanged for 2026 Warrants as described in this prospectus;

​

•

“2025 Refinancing” refers to, collectively, the transactions consummated on September 19, 2025, pursuant to which GMR, Inc. refinanced certain of its outstanding senior loans and notes with the 2032 First Lien Term Loan, the A&R ABL Facility and the 2032 Secured Notes (each term as defined below);

​

•

“2026 Warrants” refers to, collectively, the 2026 Non-Voting Warrants and the 2026 Voting Warrants;

​

•

“2026 Non-Voting Warrants” refers to warrants of the Company to purchase Class B common stock, in each case, issued to certain warrantholders on March 6, 2026 in exchange for certain prior warrants issued on May 20, 2024 and August 22, 2025, as applicable;

​

•

“2026 Voting Warrants” refers to warrants of the Company to purchase Class A common stock, in each case, issued to certain warrantholders on March 6, 2026 in exchange for certain prior warrants issued on May 20, 2024 and August 22, 2025, as applicable;

​

•

“2032 First Lien Term Loan” refers to GMR, Inc.’s $3,600 million in aggregate principal amount first lien term loan “B” due 2032 borrowed under the A&R First Lien Credit Agreement;

​

•

“2032 Guarantors” refers to GMR, Inc., Intermediate Corp. and, subject to certain exceptions, each of Intermediate Corp.’s existing and future material wholly-owned domestic restricted subsidiaries;

​

•

“2032 Secured Notes” refers to GMR, Inc.’s $1,000 million in aggregate principal amount of 7.375% senior secured notes due 2032;

​

•

“2032 Secured Notes Indenture” refers to that certain Indenture, dated as of September 19, 2025, by and among GMR, Inc., as Issuer, the guarantors named therein and Wilmington Trust, National Association, as Trustee and as Notes Collateral Agent, as amended, restated, amended and restated, or otherwise modified from time to time;

​

•

“ABL Priority Collateral” refers to all existing and future personal property of GMR, Inc. and the other 2032 Guarantors consisting of accounts (including credit card receivables) and other receivables, inventory and documents related to inventory, cash and cash equivalents, deposit accounts, securities and commodity accounts, and documents and supporting obligations, but generally excluding intellectual property and general intangibles;

​

•

“A&R ABL Facility” refers to GMR, Inc.’s $800 million first lien asset-based revolving credit facility due 2030 incurred under the Third A&R ABL Credit Agreement;

​

•

“A&R First Lien Credit Agreement” refers to that certain Amended and Restated Credit Agreement, dated as of September 19, 2025, by and among Intermediate Corp., as Holdings, GMR, Inc., as Borrower, the several lenders from time to time party thereto, Morgan Stanley Senior Funding, Inc., as administrative agent and collateral agent, and the other parties thereto, as amended, restated, amended and restated, or otherwise modified from time to time;

​

•

“American Medical Response” refers to American Medical Response, Inc., an indirect subsidiary of the Company;

​

•

“AMR” refers to AMR Holdco, Inc., an indirect subsidiary of the Company;

​

​

•

“Ares” refers to certain investment funds managed or advised by Ares Management LLC or its affiliates. In connection with the Private Placement, each of KKR Stockholder and Ares anticipate indirectly owning the shares of common stock and Company Warrants, as applicable, held by them in a KKR Funds-controlled vehicle;

​

•

“common stock” refers, collectively, to the Class A common stock and the Class B common stock;

​

•

“Company Warrants” refers, collectively, to the 2015 Warrants, the 2018 Warrants, the 2021 Warrants, the 2024 Warrants, the 2026 Warrants and the New Warrants (as defined herein);

​

 

iii

 

•

“EMS” refers to emergency medical services;

​

•

“GMR, Inc.” refers to Global Medical Response, Inc., an indirect subsidiary of the Company;

​

​

•

“HPS” refers to certain investment funds managed or advised by HPS Investment Partners, LLC or its affiliates. BlackRock, Inc. is the ultimate parent holding company of such investment funds;

​

•

“Instrument Flight Rules” refers to 14 CFR Part 91 Subpart B;

​

•

“Intermediate Corp.” refers to GMR Intermediate Corp., the direct parent company of GMR, Inc., and not any of its subsidiaries;

​

•

“KKR” refers to the KKR Group (as defined below), together with its affiliates, including the KKR Funds (as defined below);

​

•

“KKR Group” refers, collectively, to KKR & Co. Inc. and its subsidiaries;

​

​

•

“KKR Stockholder” refers to KKR GMR Consolidated Aggregator LLC, an investment entity owned by investment funds and vehicles managed or sponsored by one or more subsidiaries in the KKR Group (“KKR Funds”), and its affiliates. In connection with the Private Placement, each of KKR Stockholder and Ares anticipate indirectly owning the shares of common stock and Company Warrants, as applicable, held by them in a KKR Funds-controlled vehicle;

​

•

“Koch Stockholder” refers to KED MDXL Investments, LLC;

​

•

“New Warrants” refers, collectively, to the Preferred Exchange Warrants and the Private Placement Warrants (each as defined herein);

​

​

•

“Registration Rights Agreement” refers to the amended and restated registration rights agreement to be entered into among the Company and entities on behalf of KKR Stockholder, Ares and HPS in connection with the Private Placement;

​

•

“same-base air volume” refers to the number of air ambulance transports completed during a given period generated by bases that existed in such period and the corresponding prior comparative period;

​

•

“same-base emergent ground volume” refers to emergent ground transports completed during a given period generated by bases that existed in such period and the corresponding prior comparative period;

​

•

“same-base net revenue per ambulance transport” refers to net transport revenue per ambulance transport for a given period generated by bases that existed in such period and the corresponding prior comparative period;

​

•

“same-base revenue” refers to revenue for a given period generated by bases that existed in such period and the corresponding prior comparative period;

​

•

“Senior Secured Credit Facilities” refers to the 2032 First Lien Term Loan and the A&R ABL Facility;

​

•

“Series B Preferred Stock” refers to the non-convertible Series B preferred stock, par value $0.0001 per share, of the Company, with an initial stated value of $1,000.0 per share;

​

​

•

“Stockholders’ Agreement” refers to the amended and restated stockholders’ agreement to be entered into among the Company, an affiliate on behalf of KKR Stockholder and other stockholders from time to time party thereto;

​

•

“Tax Receivable Agreement” means the Tax Receivable Agreement to be entered into in connection with this offering, by and among the Company and the TRA parties, as amended, restated, modified or supplemented from time to time;

​

•

“Term Loan Priority Collateral” refers to substantially all of the personal property (other than the ABL Priority Collateral) of GMR, Inc. and the other 2032 Guarantors, subject to certain exceptions;

​

•

“Third A&R ABL Credit Agreement” refers to that certain Third Amended and Restated ABL Credit Agreement, dated as of September 19, 2025, by and among Intermediate Corp., as Holdings, GMR, Inc., as Borrower, the several lenders from time to time party thereto, Bank of America, N.A.,

​

 

iv

 

as administrative agent and collateral agent, and the other parties thereto, as amended, restated, amended and restated, or otherwise modified from time to time; and

•

“We,” “us,” “our,” “GMR” and the “Company” refer to GMR Solutions Inc. and its consolidated subsidiaries, unless the context requires otherwise.

​

Presentation of Financial and Other Information

GMR Solutions Inc. conducts its operations through its subsidiaries, including its indirect subsidiaries, and its wholly-owned subsidiary, GMR, Inc.

Our fiscal year ends December 31 of each year. References to any “year,” “quarter,” “half,” or “month” mean “fiscal year,” “fiscal quarter,” “fiscal half year,” and “fiscal month,” respectively, unless the context requires otherwise. References to “2025,” “2024” and “2023” relate to our fiscal years ended December 31, 2025, December 31, 2024, and December 31, 2023, unless the context otherwise requires.

Numerical figures included in this prospectus have been subject to rounding adjustments. Accordingly, numerical figures shown as totals in various tables may not be arithmetic aggregations of the figures that precede them.

Payor Breakdown

In our audited financial statements and in this prospectus, we present and discuss payor mix and revenue from our payors in four different categories: (1) government payors comprising revenue from Medicare and Medicaid, (2) commercial payors comprising revenue from commercial insurance and management entities, (3) other third-party payors comprising revenues from third-party payors not included in (1) and (2) and which are not related to a specific transport and (4) revenues from self-pay.

 

v

 

NON-GAAP FINANCIAL MEASURES

This prospectus contains “non-GAAP financial measures,” which are financial measures that either exclude or include amounts that are not excluded or included in the most directly comparable measures calculated and presented in accordance with accounting principles generally accepted in the United States (“GAAP”). Specifically, we make use of the non-GAAP financial measures “EBITDA” and “Adjusted EBITDA.”

EBITDA and Adjusted EBITDA have been presented in this prospectus as supplemental measures of financial performance that are not required by, or presented in accordance with, GAAP, because we believe they assist investors and analysts in comparing our operating performance across reporting periods on a consistent basis by excluding items that we do not believe are indicative of our core operating performance. Management also believes that these measures are useful to investors in highlighting trends in our operating performance, while other measures can differ significantly depending on long-term strategic decisions regarding capital structure, the tax jurisdictions in which we operate and capital investments. Management uses EBITDA and Adjusted EBITDA to supplement GAAP measures of performance in the evaluation of the effectiveness of our business strategies, to make budgeting decisions, to establish and award discretionary annual incentive compensation, and to compare our performance against that of other peer companies using similar measures.

In calculating EBITDA and Adjusted EBITDA, we make certain adjustments that are based on assumptions and estimates that may prove to have been inaccurate. In addition, in evaluating EBITDA and Adjusted EBITDA, you should be aware that in the future we may incur expenses that are the same as or similar to those eliminated in this presentation. Our presentation of EBITDA and Adjusted EBITDA should not be construed as an inference that our future results will be unaffected by any such adjustments. The items excluded from EBITDA and Adjusted EBITDA are significant in assessing our operating results.

Management supplements GAAP results with non-GAAP financial measures to provide a more complete understanding of the factors and trends affecting the business than GAAP results alone. EBITDA and Adjusted EBITDA are not GAAP measures of our financial performance and should not be considered as an alternative to net income (loss) as a measure of financial performance or any other performance measures derived in accordance with GAAP. Additionally, these measures are not intended to be a measure of free cash flow available for management’s discretionary use as they do not consider certain cash requirements such as tax payments, debt service requirements, total capital expenditures, and certain other cash costs that may recur in the future.

The presentations of these measures have limitations as analytical tools and should not be considered in isolation, or as a substitute for analysis of our results as reported under GAAP. Because not all companies use identical calculations, the presentations of these measures may not be comparable to other similarly titled measures of other companies and can differ significantly from company to company. For a discussion of the use of these measures and a reconciliation of the most directly comparable GAAP measures, see “Summary — Summary Historical Consolidated Financial and Other Data.”

 

vi

 

1

 

2

 

3

 

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4

 

5

 

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6

 

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7

 

8

 

9

 

10

 

​

11

 

​

12

 

​

13

 

14

 

15

 

16

 

17

 

​

​

​

Three Months Ended March 31,

​

(unaudited, in thousands)

​

​

2026 Low

​

​

2026 High

​

​

2025 Actual

​

Net income (loss)

​

​

​

$

​

​

​

​

$

​

​

​

​

$

​

​

Interest expense, net

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Income tax provision (benefit)

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Depreciation and amortization

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

EBITDA

​

​

​

$

​

​

​

​

$

​

​

​

​

$

​

​

Management fees(a)

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Stock-based compensation(b)

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

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

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

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

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

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

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Loss on debt extinguishment(f)

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

(Gain) loss on divestiture of businesses(g)

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Realized and unrealized (gain) loss(h)

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Equity method investment (income) loss(i)

​

​

​

$

​

​

​

​

$

​

​

​

​

$

​

​

Adjusted EBITDA

​

​

​

$

​

​

​

​

$

​

​

​

​

$

​

​

​

​

​

​

Three Months Ended March 31,

​

​

​

​

2026 Low

​

​

2026 High

​

​

2025 Actual

​

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

​

​

​

$

​

​

​

​

$

​

​

​

​

$

​

​

Executive management severance fees(ii)

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Legal settlements and government affairs(iii)

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Other(iv)

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Total professional fees and other expenses for non-recurring matters

​

​

​

$

​

​

​

​

$

​

​

​

​

$

​

​

​

​

18

 

19

 

20

 

21

 

22

 

​

23

 

​

​

​

Year Ended December 31,

​

​

​

​

2025

​

​

2024

​

​

2023

​

Consolidated Statement of Operations Data

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

(in thousands):

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Net revenue

​

​

​

$

5,739,776

​

​

​

​

$

5,976,198

​

​

​

​

$

5,394,711

​

​

Operating expenses:

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Employee wages, benefits and taxes

​

​

​

​

3,028,592

​

​

​

​

​

3,053,658

​

​

​

​

​

2,840,937

​

​

Maintenance, fuel and other direct expenses

​

​

​

​

478,479

​

​

​

​

​

483,825

​

​

​

​

​

475,164

​

​

Insurance expense

​

​

​

​

191,575

​

​

​

​

​

170,514

​

​

​

​

​

156,514

​

​

Other operating expenses

​

​

​

​

887,421

​

​

​

​

​

1,248,884

​

​

​

​

​

1,186,541

​

​

Depreciation and amortization

​

​

​

​

329,591

​

​

​

​

​

297,796

​

​

​

​

​

314,446

​

​

Impairment of assets held for sale and other investments

​

​

​

​

14,100

​

​

​

​

​

7,527

​

​

​

​

​

32,243

​

​

Acquisition, integration and other charges

​

​

​

​

58,422

​

​

​

​

​

97,788

​

​

​

​

​

38,290

​

​

Total operating expenses

​

​

​

​

4,988,180

​

​

​

​

​

5,359,992

​

​

​

​

​

5,044,135

​

​

Operating income

​

​

​

​

751,596

​

​

​

​

​

616,206

​

​

​

​

​

350,576

​

​

Interest expense, net

​

​

​

​

422,667

​

​

​

​

​

499,252

​

​

​

​

​

521,163

​

​

Loss on debt extinguishment

​

​

​

​

5,745

​

​

​

​

​

17,516

​

​

​

​

​

—

​

​

(Gain) loss on divestiture of businesses

​

​

​

​

3,837

​

​

​

​

​

(5,857)

​

​

​

​

​

—

​

​

Equity in (earnings) losses of unconsolidated affiliates

​

​

​

​

(2,343)

​

​

​

​

​

(7,213)

​

​

​

​

​

(4,700)

​

​

Other (income) loss, net

​

​

​

​

5,163

​

​

​

​

​

(2,015)

​

​

​

​

​

(5,299)

​

​

Net income (loss) before income taxes

​

​

​

​

316,527

​

​

​

​

​

114,523

​

​

​

​

​

(160,588)

​

​

Income tax (benefit) expense

​

​

​

​

110,300

​

​

​

​

​

94,114

​

​

​

​

​

42,074

​

​

Net income (loss)

​

​

​

$

206,227

​

​

​

​

$

20,409

​

​

​

​

$

(202,662)

​

​

Per Share and Adjusted Per Share Information (dollars in thousands)(1):

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Net income (loss) per share attributable to common stockholders(2)

​

​

​

$

35,763

​

​

​

​

$

(70,412)

​

​

​

​

$

(202,662)

​

​

Weighted-average common shares outstanding

​

​

​

​

45,586,162

​

​

​

​

​

35,631,086

​

​

​

​

​

20,694,609

​

​

Adjusted net income (loss) per share attributable to common stockholders (unaudited)

​

​

​

$

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Adjusted weighted-average common shares outstanding (unaudited)

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Cash Flow Data (in thousands):

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Net cash provided by (used in) operating activities

​

​

​

$

641,146

​

​

​

​

$

246,212

​

​

​

​

$

257,752

​

​

Net cash provided by (used in) investing activities

​

​

​

​

(249,975)

​

​

​

​

​

47,969

​

​

​

​

​

(142,969)

​

​

Net cash provided by (used in) financing activities

​

​

​

​

(135,844)

​

​

​

​

​

(59,240)

​

​

​

​

​

(142,175)

​

​

Purchases of property and equipment

​

​

​

​

(258,542)

​

​

​

​

​

(268,617)

​

​

​

​

​

(171,009)

​

​

Addition of finance lease assets and obligations, plus aircraft additions secured by debt

​

​

​

​

49,002

​

​

​

​

​

33,471

​

​

​

​

​

51,007

​

​

24

 

​

​

​

As of December 31,

​

​

​

​

2025

​

​

2024

​

​

2023

​

Balance Sheet Data (at period end, in thousands)

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Cash and cash equivalents

​

​

​

$

609,349

​

​

​

​

$

352,293

​

​

​

​

$

127,260

​

​

Accounts receivable, net

​

​

​

​

1,094,814

​

​

​

​

​

1,077,821

​

​

​

​

​

993,252

​

​

Working capital(3)

​

​

​

​

1,067,652

​

​

​

​

​

802,103

​

​

​

​

​

820,728

​

​

Property and equipment, net

​

​

​

​

1,361,278

​

​

​

​

​

1,245,735

​

​

​

​

​

1,151,884

​

​

Finance right-of-use assets

​

​

​

​

85,030

​

​

​

​

​

78,210

​

​

​

​

​

106,469

​

​

Total assets

​

​

​

​

7,482,045

​

​

​

​

​

7,116,596

​

​

​

​

​

7,050,456

​

​

Total debt (inclusive of finance lease obligations)

​

​

​

​

5,142,676

​

​

​

​

​

4,633,349

​

​

​

​

​

5,406,465

​

​

Redeemable preferred stock

​

​

​

​

445,140

​

​

​

​

​

777,388

​

​

​

​

​

—

​

​

Stockholders’ equity

​

​

​

​

204,155

​

​

​

​

​

187,995

​

​

​

​

​

(2,368)

​

​

​

​

​

Year Ended December 31,

​

​

​

​

2025

​

​

2024

​

​

2023

​

Other Financial Data (unaudited, in thousands)

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

EBITDA(4)

​

​

​

$

1,068,785

​

​

​

​

$

911,571

​

​

​

​

$

675,021

​

​

Adjusted EBITDA(4)

​

​

​

$

1,186,171

​

​

​

​

$

1,093,392

​

​

​

​

$

749,135

​

​

​

​

​

Year Ended December 31,

​

​

​

​

2025

​

​

2024

​

​

2023

​

Selected Operating Data (unaudited, in thousands, except patient encounters):

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Patient encounters(5)

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Emergent transports

​

​

​

​

3,338,277

​

​

​

​

​

3,322,852

​

​

​

​

​

3,337,035

​

​

Non emergent transports

​

​

​

​

839,949

​

​

​

​

​

885,758

​

​

​

​

​

1,060,511

​

​

Total ambulance transports

​

​

​

​

4,178,176

​

​

​

​

​

4,208,610

​

​

​

​

​

4,397,546

​

​

of which, Ground transports

​

​

​

​

4,039,160

​

​

​

​

​

4,066,285

​

​

​

​

​

4,253,109

​

​

of which, Flights

​

​

​

​

139,066

​

​

​

​

​

142,325

​

​

​

​

​

144,437

​

​

Wheelchair transports(6)

​

​

​

​

59,517

​

​

​

​

​

143,381

​

​

​

​

​

318,483

​

​

Non-transport

​

​

​

​

1,149,014

​

​

​

​

​

1,189,947

​

​

​

​

​

1,215,711

​

​

Total patient encounters

​

​

​

​

5,473,675

​

​

​

​

​

5,541,938

​

​

​

​

​

5,931,740

​

​

of which, Nurse Navigation encounters(7)

​

​

​

​

86,918

​

​

​

​

​

61,106

​

​

​

​

​

44,491

​

​

Net transport revenue per ambulance transport(8)

​

​

​

$

1,332

​

​

​

​

$

1,191

​

​

​

​

$

1,030

​

​

​

25

 

26

 

​

​

​

Year Ended December 31,

​

(unaudited, in thousands)

​

​

2025

​

​

2024

​

​

2023

​

Net income (loss)

​

​

​

$

206,227

​

​

​

​

$

20,409

​

​

​

​

$

(202,662)

​

​

Interest expense, net

​

​

​

​

422,667

​

​

​

​

​

499,252

​

​

​

​

​

521,163

​

​

Income tax provision (benefit)

​

​

​

​

110,300

​

​

​

​

​

94,114

​

​

​

​

​

42,074

​

​

Depreciation and amortization

​

​

​

​

329,591

​

​

​

​

​

297,796

​

​

​

​

​

314,446

​

​

EBITDA

​

​

​

$

1,068,785

​

​

​

​

$

911,571

​

​

​

​

$

675,021

​

​

Management fees(a)

​

​

​

​

10,820

​

​

​

​

​

7,546

​

​

​

​

​

5,584

​

​

Stock-based compensation(b)

​

​

​

​

11,829

​

​

​

​

​

54,990

​

​

​

​

​

6,163

​

​

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

​

​

​

​

21,127

​

​

​

​

​

44,612

​

​

​

​

​

40,865

​

​

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

​

​

​

​

45,532

​

​

​

​

​

58,680

​

​

​

​

​

—

​

​

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

​

​

​

​

14,100

​

​

​

​

​

7,527

​

​

​

​

​

32,243

​

​

Loss on debt extinguishment(f)

​

​

​

​

5,745

​

​

​

​

​

17,516

​

​

​

​

​

—

​

​

(Gain) loss on divestiture of businesses(g)

​

​

​

​

3,837

​

​

​

​

​

(5,857)

​

​

​

​

​

—

​

​

Realized and unrealized (gain) loss(h)

​

​

​

​

6,749

​

​

​

​

​

4,020

​

​

​

​

​

(6,041)

​

​

Equity method investment (income) loss(i)

​

​

​

​

(2,343)

​

​

​

​

​

(7,213)

​

​

​

​

​

(4,700)

​

​

Adjusted EBITDA

​

​

​

$

1,186,171

​

​

​

​

$

1,093,392

​

​

​

​

$

749,135

​

​

​

​

​

Year Ended December 31,

​

​

​

​

2025

​

​

2024

​

​

2023

​

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

​

​

​

$

5,632

​

​

​

​

$

11,609

​

​

​

​

$

5,257

​

​

Executive management severance fees(ii)

​

​

​

​

2,624

​

​

​

​

​

5,954

​

​

​

​

​

12,676

​

​

Legal settlements and government affairs(iii)

​

​

​

​

(853)

​

​

​

​

​

20,064

​

​

​

​

​

12,591

​

​

Other(iv)

​

​

​

​

13,714

​

​

​

​

​

6,985

​

​

​

​

​

10,341

​

​

Total professional fees and other expenses for non-recurring matters

​

​

​

$

21,127

​

​

​

​

$

44,612

​

​

​

​

$

40,865

​

​

​

27

 

​

28

 

RISK FACTORS

Investing in our Class A common stock involves a high degree of risk. You should carefully consider the risks and uncertainties described below and the other information set forth in this prospectus before deciding to invest in our Class A common stock. If any of the following risks actually occurs, our business, financial condition, results of operations and cash flows may be materially adversely affected. In such case, the trading price of our Class A common stock could decline and you may lose all or part of your investment. Our business, financial condition, results of operations and cash flows could also be harmed by risks and uncertainties not currently known to us or that we currently do not believe are material.

Risks Related to Our Business

Most of our revenue is dependent on the number of patient transports we conduct. If we receive fewer emergency transport requests, either for our “911” ground ambulance operations or for our emergency air ambulance operations, or fewer non-emergency ambulance transport requests, our revenue would be adversely affected.

Most of our revenue is dependent upon patient transport volume. Our “911” ground ambulance operations receive transport requests from emergency dispatchers, typically in exclusive operating areas. For emergency air ambulance operations, we rely on relationships with first responders, “911” systems and sending hospitals for transport requests. We often have first call or preferred provider arrangements for our emergency air ambulance operations and agreements with hospitals and other facilities for non-emergency ground transports, but even with those arrangements, we are dependent on patient transports to generate revenue. Where we do not have agreements, or if the agreements are not exclusive, we are affected by the distribution of calls by requesting entities among providers.

Our number of “911” ground ambulance transports may be adversely impacted by fewer people seeking EMS. Our number of emergency ground and air ambulance transports, as well as medically necessary non-emergency ground and air patient transports, may be unfavorably impacted by competition, an overall slow-down in economic activity, a decrease in hospital census levels, expansion of care outside of hospitals, hospitals retaining a greater number of patients who would have otherwise been transferred to another facility via ground or air ambulance, changes in the distance we transport our patients, increases in scheduled and unscheduled maintenance of our ambulances and aircraft, a decrease in road traffic volume because of unusually high fuel prices or other factors, weather patterns and climate change, the cost of the service or questions regarding the medical necessity for certain transports. Our number of medically necessary non-emergency ground ambulance transports may also be unfavorably impacted by payor pre-authorization requirements. Any significant reduction in the number of patient transports we make would have an adverse effect on our business, financial condition and results of operations.

Because our operations must be ready to transport patients when they need it, a substantial portion of our operating expenses are fixed, such as medical and other transport personnel wages and benefits, the cost of ownership of ground vehicles and aircraft, facility rents, and all forms of insurance, and must be paid even when we are not actively transporting patients and thereby generating revenue. A decrease in our revenues could therefore result in a disproportionately adverse effect on our earnings.

We are subject to decreases in our revenue if there are shifts in payor mix from commercial payors to governmental payors (such as Medicare or Medicaid) or to uninsured patients.

We respond to emergency requests for patient transport without regard to a patient’s ability to pay, and at the time of transport, we do not know the patient’s insurance or coverage status. Generally, we collect more revenue per transport from commercial payors than from governmental payors, and we collect more revenue per transport from governmental payors than from uninsured patients. As a result, we are subject to decreases in our revenue related to shifts in the mix of commercially-insured versus governmentally-insured versus uninsured-patient transports.

Similarly, as part of cost containment initiatives, health insurance coverage provided by employers may be reduced, resulting in an increase in the number of people covered by governmental insurance programs, an increase in the uninsured population, and a decrease in the ability to collect reimbursement from patients.

 

29

 

In addition, legislative initiatives at the federal and state levels may also result in increases in patients covered by governmental rather than private insurance programs.

Approximately 32%, 37% and 40% of our net transport revenue for the years ended December 31, 2025, 2024 and 2023, respectively, was derived from patient transports insured under Medicare and Medicaid. The rates paid for our services to Medicare and Medicaid patients are set by government fee schedules and are not negotiated; moreover, Medicare and Medicaid reimbursement rates and rates under other government healthcare programs that base reimbursement rates on Medicare or Medicaid fee schedules in certain jurisdictions and circumstances are below the cost of providing medical transportation. Ambulance providers and suppliers must accept the Medicare allowed charge as payment in full and not bill or collect from the beneficiary any amount other than the patient’s unmet deductible and the patient’s co-insurance amounts. As a result, our ability to pass on increased costs for operations to government healthcare program beneficiaries is partially limited. Medicare also requires mandatory assignment for all ambulance services. Therefore, if our costs, including for items such as wages, vehicles and fuel, increase materially, our profitability will be adversely affected because we will not be able to fully pass these costs on to our patients or their insurer.

Patients without insurance coverage represented approximately 2%, 2% and 2% of our patient net transport revenue during the years ended December 31, 2025, 2024 and 2023, respectively. Over the last three years, we typically collected less than 5% of our charges to uninsured patients due to greater difficulty recovering our full fees for services rendered to uninsured patients.

As a result, an increase in the number of individuals utilizing our services who do not have an ability to pay, or a shift in the mix of commercially insured versus governmentally insured versus uninsured patient transports, could materially and adversely affect our results of operations.

Changes in the rates paid by, or the coverage or reimbursement methodology used by, commercial insurers may adversely affect our revenue. In addition, delays in collection or non-collection of our accounts receivable could adversely affect our business, financial condition, and results of operations.

We derive a significant portion of our revenue from commercial health insurers who provide medical coverage for the patients we transport.

Most commercial health insurance plans include medically necessary, emergent ambulance transportation as a covered service. The amount of reimbursement, however, varies widely. While some plans reimburse billed charges, a percentage of billed charges or usual and customary amounts, many plans cap the reimbursement amount at a specifically allowed amount unilaterally determined by the plan. In-network providers agree to accept a specific reimbursement amount from the plan when providing covered services. The plan cannot change the agreed upon reimbursement amount without negotiating with the in-network provider or terminating the in-network agreement. For out-of-network providers, plans may unilaterally change their reimbursement amounts at any time. In addition, plans may establish billing and reimbursement procedures that disadvantage out-of-network providers, such as permitting electronic invoice submission or appeals only by in-network providers and sending reimbursement checks directly to patients. Our customers may also exert increased pressure on us to become in-network and accept lower payment rates. Prompt billing and collection of receivables from third-party payors are important factors in our liquidity, and our business is characterized by delays from the time we provide services to the time we receive reimbursement or payment for these services. Having a diversified payor mix requires expertise and compliance across multiple coding, billing, and revenue recognition functions. We bill numerous and varied payors, and they typically have different billing requirements that must be satisfied prior to receiving payment for services rendered. There can be no assurances that we will be able to maintain historical collection and payment rates from payors.

Any decreases in the rates used by those commercial health insurers to reimburse for our services could have a significant adverse impact on our revenue and financial results. Furthermore, third-party payors are increasingly challenging the coverage of our services, including medical necessity, which could have a significant adverse impact on our revenue and financial results and may result in retroactive reimbursement demands, adjustments or clawbacks.

A change in our estimates of collectability or a delay in collection of accounts receivable could adversely affect our results of operations and liquidity. The estimates are based on a variety of factors,

 

30

 

including the length of time receivables are past due, significant one-time events, contractual rights and historical experience. A delay in collecting our accounts receivable, or the non-collection of accounts receivable, including, without limitation, in connection with our transition and integration of acquired companies, could have a material negative impact on our results of operations and liquidity and could be required to record credit losses in our consolidated financial statements.

If Medicare, Medicaid or other governmental rates for our services are reduced, or if related funding for our services is limited, or if the number of individuals eligible for Medicare and Medicaid programs is reduced, our business may be adversely impacted.

We derive a significant portion of our revenue from Medicare, Medicaid and other governmental programs that provide medical coverage for the patients we transport, including other government healthcare programs that base reimbursement rates on Medicare or Medicaid fee schedules. Net revenue from Medicare and Medicaid accounted for approximately 32%, 37% and 40% of our net transport revenue for the years ended December 31, 2025, 2024 and 2023, respectively. The rates paid for our services to Medicare and Medicaid patients are set by government fee schedules and are not negotiated. Any decreases in the rates, or adverse changes to the method of reimbursement, used by those governmental insurers to reimburse for our services or reductions in the number of individuals eligible for Medicare and Medicaid programs, could have a significant adverse impact on our revenue and financial results.

Government funding for healthcare programs is subject to statutory and regulatory changes, administrative rulings, interpretations of policy and determinations by intermediaries and governmental funding restrictions, all of which could materially impact program coverage and reimbursements for ambulance services. Budget pressures, reductions in spending, and legislative, regulatory, and policy changes may result in a reduction in Medicare or Medicaid reimbursement, in a reduction in covered services in an attempt to contain costs or in a reduction in the number of individuals who are eligible for Medicare and Medicaid program. In addition, if at any time the federal government is not able to meet its debt payments unless the federal debt ceiling is raised, and legislation increasing the debt ceiling is not enacted, the federal government may stop or delay making payments on its obligations, including funding for government programs, such as Medicare and Medicaid. Further, any failure by the Congress to complete the federal budget process and fund government operations may result in a shutdown, and, as a result, the temporary Medicare add-on payments for ground ambulance services (urban, rural, and “super rural”) expire at the end of the fiscal year, and the Medicare payment amounts for dates of service in the new fiscal year may not take into account the temporary add-on payments, unless the add-on payments are again passed by Congress and made effective retroactively.

In recent years, Congress has consistently, and the executive branch has recently, attempted to curb spending on, and resources and staff that implement Medicare, Medicaid and other programs funded in whole or part by the federal government and could institute changes that would impact Medicare payments for ambulance services. For example, Congress has mandated that the Medicare Payment Advisory Commission (“MedPAC”) provide it with recommendations regarding certain aspects of the Medicare Ambulance Fee Schedule. MedPAC issued a Report to the Congress on Medicare and the Health Care Delivery System in June 2013. In that report, MedPAC recommended reductions in payment for some types of ambulance services and increases in others. The Bipartisan Budget Act of 2018 (“BBA”) required the Centers for Medicare & Medicaid Services (“CMS”) to issue regulations for a ground ambulance data collection system and required MedPAC to submit periodic reports to Congress on the data collected, the adequacy of payments for ground ambulance, and geographic variations in the cost of services. The first Medicare Ground Ambulance Data Collection System (GADCS) report was published in December 2024. See also “— Federal ‘surprise medical billing’ legislation and regulations, as well as state surprise billing legislation and regulations, could adversely affect our ability to recover charges for our services and may lead third-party commercial payors to terminate and renegotiate existing contracts and reimbursement rates, which may also adversely affect our business, financial condition, results of operations and cash flows.” On July 4, 2025, President Trump signed into law the One Big Beautiful Bill Act (“OBBBA”). OBBBA has and may continue to significantly reduce federal spending on Medicaid and limit Medicaid eligibility. However, we estimate only a small percentage of former Medicaid members would need to be moved to commercial plans to offset the impact. The law also requires states to establish work requirements and conduct more frequent participant eligibility redeterminations, among other modifications. Although the full impact of the

 

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OBBBA is uncertain at this time, these changes are expected to reduce enrollment in state Medicaid programs. The timing and magnitude of the reductions may vary by state depending on how quickly states implement the changes, how states may adapt their future tax and Medicaid funding policies in response, as well as other macroeconomic factors. Other potential impacts of OBBBA on our business will depend on other federal directives. See also “— Our results of operations could be adversely affected by significant healthcare reform legislation. We are unable to predict what changes, if any, might occur in the future or when any such changes might occur.”

Additionally, regulators are increasing scrutiny of claims, which may require additional resources to respond to audits, and which may cause additional delays or denials in receiving payments. Medicare currently provides for an annual adjustment of the various payment rates based upon the increase or decrease of the medical care expenditure, which may be less than actual inflation, and if we do not manage the cost of providing services, such an annual adjustment may adversely impact our business, financial condition, and results of operations. This adjustment could be eliminated or reduced in any given year. Congress also passed legislation that resulted in aggregate reductions to Medicare payments to providers, which went into effect on April 1, 2013 and, due to subsequent legislative amendments to the statute, will remain in effect through 2032.

In addition, the VA has introduced regulations that could have substantially curtailed reimbursement rates for services provided to VA beneficiaries. In February 2023, the VA issued a final rule (the “VA Final Rule”) establishing a new payment methodology for special modes of ground transportation. The VA Final Rule was set to take effect in February 2024. In December 2023, the VA delayed the effective date of the VA Final Rule to February 2025. The VA Final Rule was challenged in the United States Court of Appeals for the Federal Circuit. On December 9, 2024, the court issued a decision vacating the VA Final Rule as exceeding the statutory authority vested in the VA. We cannot predict whether similar regulations may be proposed in the future (or how and whether those regulations could be challenged).

State and local governments have also attempted to curb spending on those programs for which they are wholly or partly responsible. In addition, state and local government regulations or administrative policies regulate ground ambulance rate structures in some jurisdictions in which we conduct transport services. Certain state-level measures may impact our business now and in the future. See, e.g., the California Protect Access to Healthcare Act of 2024. We cannot predict whether or how future state-level government spending measures may affect our business or financial condition. We may be unable to receive ambulance service rate increases on a timely basis where rates are regulated or to establish or maintain satisfactory rate structures where rates are not regulated.

We cannot assure you as to the ultimate content, timing or effect of changes, nor is it possible at this time to estimate the impact of potential legislation or regulations. Further, it is possible that future legislation enacted by Congress or state legislatures could adversely affect our business or could change the operating environment of our customers. It is possible that changes to Medicare or other government reimbursement programs may serve as precedent to similar changes in other payors’ reimbursement policies in a manner adverse to us.

In addition, our 911 ground ambulance rates are typically regulated by a local governmental entity in the area in which we operate. Those rates are often set in connection with the public bidding for the right to conduct operations in an exclusive area with limited ability to increase rates during the term of the agreement without consent from the authorizing governmental entity. If we request rate increases due to increased costs such as wages or fuel, but those rate increases are not approved, our results could be adversely affected. Further, these rates function as a ceiling and not a floor on reimbursements, as payors, including Medicare, Medicaid and some private insurance companies, are not required to pay those local governmentally approved rates, often reimbursing based on their own fee schedules and allowed rates instead.

We cannot assure you that we will be able to offset reduced operating margins through cost reductions, increased volume, the introduction of additional procedures or otherwise. In addition, we cannot assure you that federal, state and local governments will not impose reductions in the fee schedules or rate regulations applicable to our services in the future. Any such reductions could have a material adverse effect on our business, financial condition, results of operations and cash flows.

 

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Because we are limited in our ability to control reimbursement rates received for our services, our business could be materially adversely affected if we are not able to maintain or reduce our costs to provide such services, including rising costs due to wage inflation.

Reimbursement payments under Medicare and Medicaid for our services are at predetermined reimbursement rates. Consequently, our profitability largely depends upon our ability to manage the costs of providing these services. We cannot be assured that reimbursement rates under Medicare and Medicaid or under other government healthcare programs that base reimbursement rates on Medicare or Medicaid fee schedules will be sufficient to cover the costs allocable to patients eligible for reimbursement pursuant to these programs. Payors may be unable or unwilling to increase reimbursement rates sufficiently to offset the impact on us or, in cases where payors do increase reimbursement rates, such increases may not occur concurrently with the increase in wage rates. Increases in operating costs, such as labor and supply costs, without a compensating increase in reimbursement rates, could have a material adverse effect on our business. We rely on highly trained personnel to provide our services, and we must pay competitive wages to attract these personnel. Recently, we have struggled to compete for some emergency medical personnel against, for example, retail establishments across the country, as well as hospitals and other medical service providers. Increases in operating costs such as labor and supply costs, without an offsetting increase in reimbursement rates, could have a material adverse effect on our business.

We have a history of losses and can provide no assurance of our future operating results.

We have experienced net losses in three of the last five years and such losses may occur again in the future. For the years ended December 31, 2025, 2024 and 2023, we had net income (loss) of approximately $206.2 million, $20.4 million and $(202.7) million, respectively. While we earned net income in fiscal year 2024, we may encounter unforeseen difficulties, complications and other unknown factors, or otherwise experience a decrease in revenue and/or an increase in operating expenses due to the risks described herein, in each case that impact our financial condition and results of operations. As a result, we may not be able to sustain profitability.

Federal “surprise medical billing” legislation and regulations, as well as state surprise billing legislation and regulations, could adversely affect our ability to recover charges for our services and may lead third-party commercial payors to terminate and renegotiate existing contracts and reimbursement rates, which may also adversely affect our business, financial condition, results of operations and cash flows.

Historically, when we provided services as an “out-of-network” provider to a patient insured by a commercial insurance plan, we would generally bill the patient for the difference between what the insurer paid and our billed charges, a practice known as “balance billing.” For emergency services, this practice can result in a “surprise bill,” a medical bill that arises when an insured patient receives care from an out-of-network emergency care provider resulting in costs not expected by the patient.

Enacted in December 2020, the No Surprises Act is aimed at preventing or limiting “surprise billing” in certain circumstances through a suite of legislative and regulatory reforms that took effect in January 2022. The No Surprises Act and implementing final rules seek to address surprise bills for certain emergency and non-emergency services, including out-of-network emergency care provided at out-of-network facilities or at in-network facilities by out-of-network providers and out-of-network non-emergency care provided at in-network facilities without the patient’s informed consent and will apply to (or may affect) self-funded employer plans, individual or group health plans, health insurance issuers and providers (other than ground ambulances) at a federal level. Many states had previously addressed balance billing or surprise medical bills, and state laws and regulations vary in their approach.

In general, the federal No Surprises Act prohibits balance billing by limiting patient costs for such services to in-network cost-sharing amounts and by banning providers (other than ground ambulance providers) from billing patients above these cost-sharing amounts. The No Surprises Act also requires out-of-network providers and payors to negotiate payment for the out-of-network claims and creates an Independent Dispute Resolution (“IDR”) process to handle payment disputes that cannot be resolved through direct negotiation between the provider and the payor. The payors must make direct payments to such providers in amounts that comply with the No Surprises Act. The law applies to emergency services provided by out-of-network air ambulance providers, but not ground ambulance providers, and required a

 

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federal advisory committee to study the issue of ground ambulance balance billing and subsequently recommend options to protect patients from “surprise bills.”

The No Surprises Act and implementing regulations on air ambulance services data, which are expected to be finalized at the end of 2025, will require air ambulance providers to submit cost data for air ambulance services furnished by the provider, information on the number of air ambulance transports, disaggregated by payor mix, and additional information, including data regarding claims denied payment by group health plans and health insurance issuers. The proposed rule issued by the U.S. Department of Health and Human Services (“HHS”), the Departments of Labor and the Treasury, and the Office of Personnel Management in September 2021 would also permit HHS to impose a civil monetary penalty of up to $10,000 per violation if an air ambulance provider fails to submit the required data. The No Surprises Act also created an advisory committee on ground ambulance and patient billing, which completed its report with all recommendations on March 29, 2024, and it was submitted to Congress on August 28, 2024. The report noted that the committee was unanimous on the need to take consumers who have health coverage for emergency services out of the middle of ground ambulance emergency service billing disputes between ground ambulance providers/suppliers and insurance companies and group health plans. There was broad consensus among committee members to recommend mandatory coverage of, and prohibition of balance billing for, ground ambulance EMS when plans or issuers cover any emergency services. Most supported mandatory coverage and inclusion in Essential Health Benefits definitions, not only for ground ambulance services that result in transport to a hospital, but also for emergency interfacility transports and EMS that do not result in transport. A large majority of the committee supported establishing a fixed dollar cap on cost sharing that would apply before the requirement of a covered individual to meet their annual deductible. A majority of the committee supported establishing a minimum required out-of-network payment amount to ground ambulance providers/suppliers determined by a hierarchy starting with the amount specified in State balance billing law, if one exists, and, if not, to locally set regulated rates. The recommendation did not include any limit on such state or locally set rates. However, the committee recommended that in order for such state or locally set rates to qualify as the minimum required payment, the rate-setting process would have to meet certain guardrails specified by Congress. The committee recommended a number of such guardrails, including rate-setting through a public process and full transparency and public reporting of rates for accessible public viewing. If neither state nor local rates apply, and no amount is agreed to between the payor and the out-of-network provider/supplier (single-case rate), then the minimum required payment would default to a Congressionally determined multiple of Medicare rates, or other amount for non-Medicare-covered services. The committee did not recommend a specific multiple or percentage increase over Medicare rates.

HHS and the Departments of Labor and Treasury continue to issue guidance regarding the implementation of the No Surprises Act (in particular, with respect to the dispute resolution processes), and the agencies’ interpretations of the law’s requirements have continued to evolve. We are monitoring the agencies’ updates, and continually refining our compliance mechanisms to remain in compliance with the No Surprises Act. In 2021, HHS and other governmental entities including the Departments of Labor and the Treasury, issued interim final rules with request for comments (“IFR”) to implement provisions of the No Surprises Act. Certain provisions of the IFR were vacated by a federal district court in February and July 2022. HHS and the Departments of Labor and the Treasury then issued a final rule on August 26, 2022, finalizing disclosure requirements relating to information that group health plans and health insurance issuers offering group or individual health insurance coverage must share about the Qualifying Payment Amount (“QPA”), which the departments have stated is generally based on the median contracted rate for a qualified IDR item or service, and requirements related to the consideration of information when a certified IDR entity makes a payment determination under the federal IDR process. The No Surprises Act and the final rule continue to be subject to various legal challenges. As a result of ongoing lawsuits, portions of the regulations and guidance materials have been vacated, and CMS has, on several occasions, paused and resumed IDR process operations, causing significant delay in the processing of claims. On October 27, 2023, HHS, the Department of Labor, the Department of the Treasury, and OPM issued a proposed rule intended to improve the functioning of the federal IDR process. The final results of such legal challenges and the outcome of legislative efforts to modify the final rule is uncertain and the likelihood of success is difficult to predict.

 

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The No Surprises Act and the IFR may have a material adverse impact on out-of-network reimbursement that we receive for air ambulance services. Because of the many variables involved, including uncertainties surrounding implementation of the IFR and any future legislation or rulemaking that could directly impact the effect that the No Surprises Act may have, we are unable to predict the net effect on operations of the No Surprises Act at this time. The No Surprises Act may materially and adversely affect our business, financial condition and results of operations. We cannot predict the ultimate direction or scope of any impact that these changes will have on our ability to contract with private payors at favorable reimbursement rates or to remain in contract with such payors, nor can we provide any assurance that future legislation or regulations will not lead to lower reimbursement and collection rates and have a material adverse effect on our business, financial condition, results of operations, cash flows and the trading price of our securities.

A number of state governments have also enacted or may enact legislation on surprise medical bills, which may adversely affect our ground ambulance revenue in those states. These measures could limit the amount we can charge and recover for certain services we furnish where we have not contracted with the insurer, and therefore could have a material adverse effect on our business, financial condition, results of operations and cash flows. State surprise billing laws have established payment standards based on the median in-network rate or a multiplier of what Medicare would pay. These payment standards are often less than the average out-of-network payment and could therefore have an adverse effect on reimbursement rates, and we may experience additional impacts if more states adopt such laws.

Moreover, these measures could affect our ability to contract with certain payors or under historically similar terms, and may cause, and the prospect of these changes may cause, payors to seek to terminate or modify their contracts with us, further affecting our business, financial condition, results of operations and cash flows. There is also risk that additional legislation at the federal and state level will give rise to major third-party payors leveraging this legislation or related changes as an opportunity to terminate and renegotiate existing reimbursement rates, which may also adversely affect our business, financial condition, results of operations and cash flows.

We are subject to decreases in our revenue if we experience deterioration in the collectability of patient responsibility accounts or charges for uninsured patients.

We experience collection risks related to patient responsibility amounts for patients who owe co-payments and deductibles and uninsured patients. Many patients we transport who have either commercial insurance coverage or governmental insurance coverage (other than Medicaid) owe a patient responsibility amount, such as co-insurance, co-pays or deductibles in connection with their transport. Our ability to collect patient responsibility accounts may be impacted by the economic ability of patients to pay, the effectiveness of our collection efforts and statutory, regulatory and investigatory initiatives. Moreover, we bill patients without insurance coverage for our charges in providing services, though over the last three years, we have typically collected less than 5% of our charges from such patients due to greater difficulty recovering our full fees for services.

We do not verify the creditworthiness of a patient prior to transport. If the amount of a patient’s financial responsibility increases, because of higher deductibles or otherwise, it will be more difficult to collect that additional amount from the patient than from an insurer, which could decrease our revenue. If our ability to collect a patient’s financial responsibility declines, or if we experience increases in the number of uninsured patients, our business, financial condition, results of operations and cash flows could be adversely affected.

Our helicopter emergency air ambulance operations are affected by adverse weather conditions and physical impacts of climate change, which could adversely impact our results of operations.

Weather is one of the largest contributors to cancelled flights and is an important determinant in patient air transport volumes in any period. Air medical helicopters flying under visual flight rules, as well as those flying under Instrument Flight Rules, often cannot satisfy a patient transport request during inclement weather. Any weather resulting in poor visibility, high winds, ice or heavy precipitation can reduce patient transport volumes. When weather criteria are not met, pilots and crews turn down a patient transport request,

 

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thereby generating a weather cancellation. For 2025, 17.2% of our patient emergent air transport requests were cancelled due to weather, compared to 16.2% in 2024 and 14.6% in 2023.

Weather also influences human activity levels, and less outdoor activity occurs during times of inclement weather. Because outdoor activity levels drive trauma incidence, adverse weather conditions can often reduce the number of patient transport requests. In addition, severe weather for an extended period of time can lead referring agencies to become accustomed to cancelling flights. They can therefore forego making the effort to request a patient transport, thereby reducing demand for our services in a way that we cannot accurately measure. As a result, prolonged periods of adverse weather conditions can have a material adverse effect on our business, financial condition, results of operations and cash flows. Typically, the months from November through February have lower flight volume and air transport requests due to weather conditions, resulting in lower patient transport revenue during these months. Adverse weather conditions could also cause disruptions to our ground medical transport operations, including delays, vehicle collisions and other accidents and patient care incidents, which could have a material adverse effect on our business, financial condition, results of operations and cash flows.

The physical impacts of climate change, including the increased frequency and severity of storms, flooding, drought and fire, could also adversely affect our operations, including impacting our ability to fulfill our contracts or to operate certain facilities, as well as damage our properties and interrupt or reduce demand for our services in affected locations.

If we are unable to maintain our corporate reputation and relationships with existing patient referral sources or establish new referral sources, our business, financial condition, results of operations and cash flows could be materially adversely affected.

We believe that our success is heavily dependent on referrals from first responders, hospitals, non-emergency healthcare departments, other institutional healthcare providers and other sources in the communities we serve, and on our ability to maintain good relationships with these referral sources. Our referral sources are not obligated to refer patients to us and may refer their patients to other providers. We believe that our growth and profitability depend, in part, on our ability to establish and maintain close working relationships with these patient referral sources and to comply with applicable laws with respect to such relationships. Our ability to attract and retain referral sources could also be adversely affected if we fail to provide or maintain a reputation for providing cost-effective care as compared to other providers in the same geographic area. Adverse publicity surrounding any aspect of our business, including our failure to provide proper care, staffing, or training, incidents, employee misconduct, litigation, licensure actions, changes in public perception of our services or government investigations of our operations could negatively affect our overall reputation, the willingness of other providers and organizations to refer patients to us, of patients to use our services, and our ability to retain agreements or obtain new agreements. Increased government scrutiny may also contribute to an increase in compliance costs. Any of these events could have a negative effect on our business, financial condition, and operating results.

If we lose, or fail to maintain, existing relationships or fail to develop new referral relationships or if we are perceived by our referral sources for any reason as not providing high-quality or cost-effective patient care and solutions, our patient volumes and the quality of our patient mix could suffer, and our revenue and profitability could decline.

Our revenue would be adversely affected if we lost, or suffered a reduction in service needs under, existing contracts, including ground ambulance contracts and our partnership with FEMA.

Substantially all our ground ambulance transport revenue is generated under contracts, including exclusive contracts to provide “911” services in an area. The initial term of these contracts to provide “911” services generally range from three to five years, with renewals or extensions up to five additional years depending on the size, location and requirements of the “911” system. In addition, we also provide ambulance services to significant private customers under contracts. Our contracts may be terminable by either of the parties upon notice, with notice periods typically ranging from 180 to 365 days. These contracts also impose financial or other penalties, including termination, if we fail to meet performance standards. Any of these contracts may not be renewed or, if renewed, may contain terms that are not as favorable to our ground ambulance operations as our current contracts. We cannot assure you that our ground operations will be

 

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successful in retaining its existing contracts on comparable or better terms, if at all, or that any loss of contracts would not have a material adverse effect on our business, financial condition, results of operations and cash flows. Furthermore, certain contracts will expire during each fiscal period, and we may be required to seek renewal of these contracts through a formal bidding process that often requires written responses to a request for proposal. We cannot assure you that we will be successful in retaining such contracts or that we will retain them on terms that are as favorable as present terms.

We are FEMA’s only EMS partner to provide ground ambulance, air ambulance, paratransit services and non-ambulance EMS personnel to supplement the federal and military response to a disaster, act of terrorism or any other public health emergency. Our revenue could be adversely affected by a reduction in FEMA funding for contractor EMS services, changes that resulted in the elimination of FEMA as an agency, or changes to FEMA’s role in disaster response as compared to state and local governments. For the years ended December 31, 2025 and 2024, revenue from our contract with FEMA accounted for approximately 0.1% and 3.3% of total revenue, respectively. Our revenue could be adversely affected by a reduction in FEMA funding for contractor EMS services. The second Trump Administration initiated a reduction in workforce of FEMA employees and contractors and also created, via executive order, a review council to assess FEMA and advise on changes to FEMA. While we continue to monitor all relevant legal and policy changes, we cannot predict whether or how these changes to FEMA could impact our contract with FEMA in the future. The contract is valid through April 30, 2026, and the option to extend the contract through April 30, 2027 is in process with FEMA; however, FEMA reserves the right to terminate our contract or any part thereof for cause, and for its sole convenience. Reduction in FEMA’s EMS service needs, loss of primacy, or severance of our partnership with FEMA would adversely affect our revenue.

Our inability to attract and retain qualified nurses, paramedics, emergency medical technicians, pilots, mechanics and other skilled personnel could adversely affect us.

We rely on highly skilled personnel to provide our services. We also must meet certain staffing requirements under federal, state and local legislation, applicable regulations and service contracts. Our ability to attract and retain qualified nurses, paramedics, emergency medical technicians, pilots, mechanics and other highly skilled personnel is critical to our operations. The market for the experienced and highly trained personnel that we need is extremely competitive. We compete with other healthcare providers for talent, and in many cases the pool of potential candidates does not meet industry demand, particularly for pilots, mechanics, and paramedics. Many of our positions require numerous years of experience, proper licensure and credentialing, and demonstrated skills and abilities to work under often extreme circumstances. We also operate in many rural markets, which can further limit the pool of available talent, or can increase the cost of relocating personnel to those areas. As such, finding and attracting qualified candidates is a time-consuming and resource-intensive undertaking.

Moreover, we must be able to provide these candidates with a compelling reason to join and stay with the organization. We need to provide our personnel with attractive assignments, competitive compensation and benefits packages, and a workplace that supports their wellbeing. We compete with private and public sector employers. If we are not able to meet, and in some markets exceed, market competitive wages and benefits, we may be unable to hire or retain necessary staff on acceptable terms. We rely on temporary, part-time personnel in addition to strike teams to enhance our staffing requirements. Increased reliance on these resources, as well as recruiting, marketing and orientation activities to address the attraction and retention of our highly skilled personnel, may increase our costs of operations Any of these developments could adversely affect our business, financial condition, results of operations and cash flows.

Our business requires substantial capital expenditures and working capital financing. We may be unable to obtain needed capital or financing, or be unable to obtain aircraft financing arrangements, on satisfactory terms or at all.

Our capital expenditure requirements relate primarily to purchasing new aircraft and ground ambulance units, crew quarters and hangar equipment, as well as maintaining and upgrading our existing aircraft, vehicle fleet and medical equipment to serve our customers and remain competitive. The aging of our vehicle fleet requires us to make regular capital expenditures to maintain our current level of service. Changing competitive conditions or the emergence of any significant advances in medical technology could

 

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also require us to invest significant capital in additional equipment or capacity in order to remain competitive. If competitors introduce new technology, dispatchers and hospitals may prefer to use their services over ours. To the extent that we do not generate sufficient cash from our operations to fund these capital expenditures, we will need to raise additional funds through public or private debt or equity issuances. Funds from these sources may not be available on favorable terms, if at all. If we are unable to fund any such investment or otherwise fail to invest in new aircraft, ground ambulance units or medical equipment, our business, financial condition, results of operations and cash flows could be materially and adversely affected. Insufficient funding may also result in our inability to acquire additional aircraft or vehicles, maintain our existing fleet or take advantage of business opportunities, any of which could harm our business.

Similarly, we may be unable to invest in new aircraft through acceptable financing arrangements or at all. As of December 31, 2025, we financed through lease or debt agreements 137 of our 513 aircraft. Based on several factors, including available finance terms and rates, the requirements of our customers, the value of aircraft and the market conditions for aircraft financing, we may need, or desire, to continue to finance a similar portion of our fleet or to increase the portion of our fleet that we finance. However, due to, among other things, market conditions (including the impact of higher interest rates) or our financial condition at the time, we may not be able to enter into financial arrangements on terms as favorable as we desire or expect. To the extent we are unable to continue to finance aircraft or increase our number of financed aircraft, particularly if we are also unable to finance the purchase of new aircraft, we may be unable to maintain a sufficient number of aircraft in our fleet, our operations or growth may be limited, and our results of operations and financial position may be adversely affected.

We are dependent on a limited number of third-party vendors for certain equipment and services, which could impair our ability to obtain the equipment and services we need to operate our business if those vendors were unable or unwilling to deliver such equipment or services under our existing arrangements.

We are dependent on a limited number of third-party vendors for our equipment and services, particularly relating to our helicopters and medical supplies.

We currently obtain a substantial portion of our helicopters and helicopter spare parts and components from a limited number of suppliers and maintain supply arrangements with other parties for our engine and related dynamic components. We do not have an alternative source of supply for parts and components purchased from these suppliers. Further, due to our extensive use of these aircraft, our business could be significantly disrupted if a Federal Aviation Administration (“FAA”) airworthiness directive or a service bulletin, whether issued by the FAA, a supplier or one of the manufacturers of components of one of our aircraft, was issued and that directive or service bulletin imposed significant operating limitations or resulted in the grounding of aircraft of the type we operate while the defect was being corrected. Any such directive or service bulletin affecting these aircraft could ground a substantial portion of our fleet, and we may be unable to procure compliant aircraft within a reasonable time. Any of these pronouncements could have a material impact on our results of operations.

We are also dependent on third-party suppliers for medical supplies used in providing our services. The unavailability of adequate medical supplies or higher prices for these items could have an adverse effect on our cost of operations and profitability.

Due to high demand, our vendors may experience backlogs in their manufacturing schedules and needed supplies and equipment may be in limited supply from time to time, which could have an adverse impact on our ability to maintain and repair our equipment and provide our services. Moreover, a global health pandemic could disrupt international supply chains, impacting the availability and cost of medical supplies used in providing our services, as well as with the availability of larger asset purchases (including vehicles and components for these assets) that we undertake in the ordinary course of business. Failure or significant delay by our vendors in providing necessary parts and supplies could, in the absence of alternative sources of supply, have a material adverse effect on our business. Cost increases may not result in an increase in our reimbursement rates. An unusually high increase in the price of parts, supplies or components, due to tariffs or other inflationary pressure, that cannot be fully passed on to our customers could have a material adverse effect on our business, financial condition, results of operations and cash flows.

 

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Inflationary pressure, particularly increases in fuel costs may negatively impact our operations, as these costs may increase as a percentage of our revenue.

The cost and availability of fuel are influenced by many economic and political factors and events occurring in oil-producing countries throughout the world. The price per barrel of oil has fluctuated significantly over the past several years. On February 28, 2026, the United States and Israel initiated air strikes against Iranian military targets and leadership. Since then, retaliation by Iran against United States and Israeli interests in the Middle East has been widespread. The conflict has resulted in, and could continue to result in, delays or rerouting of crude oil and related fuel increases, heightened security risks, and increased macroeconomic volatility, which could have a material impact on our business. We cannot predict the future cost and availability of fuel or the impact of disruptions in oil supplies or refinery production from natural disasters. The unavailability of adequate fuel supplies or higher fuel prices could have an adverse effect on our cost of operations and profitability. Similar to other cost increases, we may be limited in our ability to pass on increased costs to third-party payors due to fee schedules. While the price per barrel of oil has fluctuated significantly over the last few years, the schedules used by Medicare and Medicaid, for example, look to inflation in general, of which oil is only a small component.

Our emphasis on servicing rural communities exposes us to risks.

Historically, a significant portion of our emergency air patient transports originated in “rural” or “super rural” zip codes, as identified by CMS. As of December 31, 2025, we cover more than 45% of rural counties, and our emphasis on rural service exposes us to certain risks, such as hiring and retaining employees and the expansion of definitive healthcare into these rural environments. In addition, the Medicare fee schedule currently provides higher reimbursement rates for rural transports compared to urban transports since rural environments are where the greatest need for access to emergent healthcare exists. If this schedule were to change, it could adversely impact our results of operations.

While a far less portion of our emergency ground patient transports originate in rural or super rural zip codes, on November 16, 2015, CMS published a final rule addressing several aspects of the Ambulance Fee Schedule (the “November 2015 Rule”). Under the November 2015 Rule, CMS extended certain temporary ground ambulance bonuses through December 31, 2017, as mandated by the Medicare Access and CHIP Reauthorization Act of 2015. The bonuses, also known as add-on payments, include a 2% bonus for non-rural areas, a 3% bonus for rural areas and a 22.6% bonus for super rural areas. The BBA then extended these ground ambulance bonuses or add-on payments through December 31, 2022, and through a series of legislation, have been extended through December 31, 2025. These bonuses only apply to ground transport. In the event that Congress fails to pass additional extensions in the future, or ensure that, if the add-on payment bonuses expire, they are paid retroactively, the Medicare reimbursement for our ground transport services may decrease accordingly and may adversely impact our results of operations.

Under the November 2015 Rule, CMS also continued to use delineations set forth in the Office of Management and Budget’s February 28, 2013 bulletin (No. 13-01) and recent modifications of the Rural-Urban Commuting Area codes to designate rural areas for purposes of payment under the Ambulance Fee Schedule. Future changes to geographic area designations may result in lower reimbursement rates for our services provided in previously rural-designated areas.

Patient transport operations involve risks, and our reputation, business, financial condition, results of operations and cash flows could be materially and adversely affected in the event of an accident or other incident during a transport.

An accident or incident involving one of our aircraft or ground ambulance units or a failure to provide quality care during a transport, could result in significant claims against us for injury or loss of life or malpractice claims. We could also be required to repair or replace damaged aircraft and ground ambulance units and be subject to their consequential temporary or permanent loss from service. Substantial claims resulting from an accident or incident in excess of our insurance coverage could materially and adversely affect our business, financial condition, results of operations and cash flows.

Due to the nature of the aviation services we provide, risks are often compounded by flight operations conducted at low altitudes and during periods of reduced visibility. Moreover, our customers consider safety

 

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and reliability as two primary attributes when selecting a provider of air medical services. Any aircraft accident or incident, even if fully insured or experienced by a competitor, could cause a perception among our customers or the general public that our air medical transport operations are less safe or reliable than other ambulance transport means, which could materially and adversely affect our business, financial condition, results of operations and cash flows. Accidents or incidents among air medical transport operations generally, whether national operators or small local providers, also could cause a negative perception of air medical transport providers, including the Company, and could adversely impact the willingness of hospitals, other dispatchers or patients to use air medical services.

We may make acquisitions which could divert the attention of our management, and which may not be integrated successfully into our existing business. Any failure by us to manage or integrate acquisitions, divestitures, and other significant transactions successfully may have a material adverse effect on our business, financial condition, and results of operations.

We intend to continue undertaking strategic and accretive acquisitions and integrating acquired businesses into our existing operations. For example, over the last five years, we have acquired three air medical providers and six ground medical providers, and we continue to evaluate potential acquisition targets. We believe that there are risks related to acquiring companies. Such risks include: overpaying for acquisitions, losing key employees, strategic partnerships, or patients of acquired companies, failing to effectively integrate acquired companies, allocating substantial operational, financial and management resources in integrating new businesses, the assumption of liabilities and exposure to unforeseen liabilities of acquired operations, the incurrence of substantial unanticipated costs or problems associated with acquired businesses or the investigation of potential acquisition targets, and experiencing delays or failure in achieving potential synergies. We cannot assure you that expansions or acquisitions will be completed on acceptable terms, that our due diligence process will uncover all potential liabilities or issues affecting our expansion and integration process or that we will be able to successfully integrate the operations of any acquired business into our existing business. Further, following completion of an acquisition, we may not be able to maintain the levels of revenue, earnings or operating efficiency that we and the acquired business have achieved or might achieve separately.

Furthermore, expansions or acquisitions into new geographic markets and services may require us to comply with new and unfamiliar legal and regulatory requirements, which could impose substantial obligations on us and our management, cause us to expend additional time and resources and increase our exposure to penalties or fines for non-compliance with such requirements. Acquisitions could also be of significant size and involve operations in multiple jurisdictions. The acquisition and integration of another business could divert management attention from other business activities. This diversion, together with other difficulties we may incur in integrating an acquired business, could have a material adverse effect on our business, financial condition, results of operations and cash flows. In particular, the integration process may temporarily redirect resources previously focused on reducing cost of services, resulting in lower gross profits in relation to revenues. The process of combining companies could cause the interruption of, or a loss of momentum in, the activities of the respective businesses, which could have an adverse effect on their combined operations. Additionally, in some acquisitions, we may have to renegotiate, or risk losing, one or more third-party payor contracts. We may also be unable to immediately collect the accounts receivable of an acquired entity while we align the payors’ payment systems and accounts with our own systems and may have difficulties in recouping partial episode payments and other types of misdirected payments for services from previous owners. Certain transactions can require licensure changes which, in turn, result in disruptions in payment for services.

In addition, we may borrow money to finance acquisitions. Such borrowings might not be available on terms as favorable to us as our current borrowing terms, if at all, and may increase our leverage. Furthermore, in certain circumstances, we could be required to pay or be involved in disputes relating to termination fees or liquidated damages if an acquisition is not consummated, the payment of which could have a material adverse effect on our business, financial condition, or results of operations.

Furthermore, we have in the past, and may in the future, make strategic divestitures from time to time. With respect to any divestiture, we may encounter difficulty finding potential acquirers or other divestiture options on favorable terms. Any divestiture could affect our profitability as a result of the gains or losses on

 

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such sale of a business or service, the loss of the operating income resulting from such sale or the costs or liabilities that are not assumed by the acquirer that may negatively impact profitability subsequent to any divestiture. We may also recognize impairment charges as a result of a divestiture.

If we fail to manage organizational change effectively, we may be unable to execute our business plan, maintain our high levels of service or adequately address competitive challenges.

We have experienced, and may continue to experience, organizational change, which has placed, and may continue to place, significant demands on our management and our operational and financial resources. Additionally, our organizational structure may become more complex as we expand our operational, financial, and management controls, as well as our reporting systems and procedures as a public company. We may require significant capital expenditures and the allocation of valuable management resources to grow and evolve in these areas. We must effectively increase our headcount, ensure our personnel have the necessary licenses and competencies, and continue to effectively train and manage our employees. We will be unable to manage our business effectively if we are unable to alleviate the strain on resources in a timely and successful manner. If we fail to effectively manage change or fail to ensure that the level services provided by our employees complies with regulatory and contractual requirements, the quality of our services may suffer, which could negatively affect our brand and reputation, harm our ability to attract and retain patients, customers, referral sources, and employees, and lead to the need for corrective actions.

In addition, as we expand our business, it is important that we continue to maintain high levels of patient service and satisfaction. If we are unable to continue to provide high quality care that meets the regulatory requirements and generates high levels of patient satisfaction, our reputation, as well as our business, results of operations and financial condition would be adversely affected.

Our services must integrate with a variety of operating systems, devices and software, and our business may be materially and adversely affected if we are unable to ensure that our services interoperate with such operating systems, devices and software and properly maintain the uninterrupted operation and data integrity of our information technology and other business systems.

Our business operations are highly dependent on maintaining effective and secure information systems, and require us to integrate various information technology systems, including operating systems, software, hardware, equipment and other devices. In addition, our ability to effectively manage our business depends on the proper functioning, availability and security of our information systems, as well as those of our third-party service providers, as well as the integrity and timeliness of the data we use to serve our patients, support employees and operate our business. Our ability to effectively manage our business and coordinate the provision and billing of our services and prompt, accurate documentation of the care and services we provide depends significantly on the reliability and capacity of these systems. We rely on these providers to provide continual operation, as well as maintenance, enhancements, and security of any protected and/or confidential data (including PII).

Our systems, and those of our third-party service providers, are vulnerable to damages, failures, malfunctions, outages or other interruptions which could be caused by a number of factors such as power outages or damages, telecommunications problems, data corruption, software errors, human error, computer viruses, defects and other errors, physical or electronic break-ins, theft, design defects, network failures, security breaches, cyberattacks, acts of war or terrorist attacks, fire, flood, and natural disasters. A system failure, outage or other interruption may also cause the corruption or loss of important, confidential, and/or protected data (including PII). See “— Risks Related to Regulatory Requirements — Our Processing of personal information, including PHI and PII, is subject to federal, state and certain international privacy and security laws and regulations, as well as other obligations, and our actual or perceived failure to comply with those laws, regulations and obligations or to adequately secure the information we hold could result in significant liability or reputational harm.” Furthermore, our third-party providers’ existing safety systems, data backup, access protection, user management, information technology emergency planning, and other security measures may not be sufficient to prevent data loss or long-term network outages.

From time to time, including in connection with acquisitions, new or revised regulatory requirements or new service offerings, we have needed to, and, in the future, we expect to further need to, upgrade and/or integrate new information technology systems in order to support our business operations. These upgrades

 

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and integrations may require us to make significant changes to our systems, which may impose additional costs on us, delay rollout of new business services or otherwise divert management and employee resources from core operations. In the event that we fail to successfully update and integrate information technology systems or in the event of any material disruption, outage or slowdown of our systems or those of our third-party providers, our business, financial condition, results of operations and cash flows may be materially and adversely affected.

We have a large amount of goodwill and other intangible assets, such as intellectual property, as a result of acquisitions. Any impairment of such goodwill and other intangible assets may adversely impact our financial position and results of operations.

We have a large amount of goodwill and other intangible assets, including intellectual property, and are required to perform an annual, or in certain situations a more frequent, assessment for possible impairment for accounting purposes. As of December 31, 2025, our goodwill and other intangible assets was $3,384.8 million, or approximately 45% of our total assets. We did not incur impairment charges related to goodwill and other intangible assets for the year ended December 31, 2025. We incurred asset impairment charges of $7.5 million and $32.2 million for the years ended December 31, 2024 and 2023, respectively. See Note 4 to our consolidated financial statements. Any impairment of our goodwill or other intangible assets may adversely affect our financial position and results of operations.

Cybersecurity incidents could disrupt business operations, result in the unauthorized access to or disclosure or use of critical and other sensitive or regulated data or confidential information, including our protected health information (“PHI”) and personally identifiable information (“PII”), and adversely impact our reputation and results of operations.

Our information technology systems, as well as those of our third-party service providers, are vulnerable to failure or damage as a result of a number of factors including events that are wholly or partially beyond our control, including computer viruses and other malware, unauthorized access or other cybersecurity attacks, natural disasters (including hurricanes), terrorism, war, fire, telecommunication or electrical failures, disease epidemics and pandemics and other similar events. In the ordinary course of our business, we create, collect, receive, store, use, maintain, process, handle, disclose, and transmit (“Processing”) sensitive data, including PHI, PII, credit card, and other financial information, insurance information and other confidential information.

Our ability to effectively manage our business depends on the secure Processing of such information and the proper function, availability and security of our information systems, as well as those of our third-party service providers, including, without limitation, those systems utilized in our flight, dispatch and collection operations. As our reliance on technology has increased, including internet or cloud-based programs, so have the risks posed to our internal and third-party information systems, including increased risks resulting from remote working. While we, and our third-party service providers, have implemented, and will continue to implement, safeguards to defend our systems against intrusions and attacks and to protect our data, we cannot be certain that these measures are or will be sufficient to counter all current and emerging technology threats. In addition, because we do not control our third-party service providers, or the Processing of data by our third-party service providers, other than through our contractual relationships, our ability to monitor the data security of such third parties may be very limited such that we cannot ensure the integrity or security of measures they take to protect and prevent the loss of our data. As a result, we are subject to the risk that cyber-attacks on, or other security incidents affecting, our third-party service providers may materially and adversely affect our business even if an attack or incident does not directly impact our systems.

Further, cyber-attacks are becoming more sophisticated and frequent. The information that we and our third-party service providers Process may be susceptible to computer system failures, deficiencies in cybersecurity or the cybersecurity of our third-party service providers, ransomware, corruptants, malicious software, denial-of-service attacks, distributed denial-of-service attacks, phishing attempts, unauthorized access to or acquisition of information, or other data breaches or security incidents originating from a wide variety of sources, including fraudulent inducement of employees or customers to disclose sensitive information (such as social engineering), as well as identity fraud or theft, employee error or malfeasance,

 

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cyber criminals, nation state hackers, money launderers, hacktivists and other outside parties. Cyber-attacks are also becoming more frequent through the use of artificial intelligence (“AI”), automated decision-making and machine learning technology (collectively, “Machine Learning Technology”) and are often well-funded, including in some cases by state sponsors. The techniques used to obtain unauthorized, improper or illegal access to our or our third-party service providers’ systems or data or to disable or degrade service or sabotage systems are constantly evolving, may be difficult to detect quickly and often are not recognized until after they have been launched against a target. We, and our third-party service providers, may be unable to anticipate these techniques, react in a timely manner or implement adequate preventative or remedial measures. A significant breakdown, invasion, corruption, destruction or interruption of critical information technology systems or infrastructure by our workforce, others with authorized access to our systems or unauthorized persons could negatively impact operations. The ever-increasing use and evolution of technology, including cloud-based computing, creates opportunities for the unintentional dissemination or intentional destruction of data, including PII, PHI and other confidential information, stored in our or our third-party service providers’ systems, portable media or storage devices. We may not be able to anticipate all types of security threats, nor may we be able to implement preventive measures effective against all such security threats. Although the aggregate impact of increased cybersecurity risks on our operations and financial condition has not been material to date, we have been the target of events of this nature and these cybersecurity threats may increase over time as the complexity and number of technical systems and applications we use also increases.

Although we monitor our systems in order to detect security incidents, including instances of unauthorized access to data, there can be no assurance that our monitoring and other security efforts will be effective. Any accidental or willful security breaches or other violations of our systems, or those of our third-party service providers, could also result in the unauthorized access, use, modification, disclosure, loss or theft of (i) PHI, PII, sensitive health information or consumer health data, (ii) payment or financial information, (iii) software, contact lists, or other databases, (iv) proprietary information or trade secrets or (v) other sensitive or regulated data or confidential information, including our intellectual property, or disruption of our operations that rely on information systems. The costs of mitigating cybersecurity risks are significant and are likely to increase in the future. These costs include retaining the services of cybersecurity providers, compliance costs arising out of existing and future cybersecurity, data protection and privacy laws and regulations and costs related to maintaining redundant networks, data backups and other damage-mitigation measures.

Further, we may be vulnerable to losses associated with the improper functioning, security breach or unavailability of our information systems. Any actual or perceived security incident, including any cyber-attack, data or security breach or other violation of our systems or those of our third-party service providers, could result in, among other things, costly remediation efforts, investigations, litigation, government enforcement actions, civil or criminal penalties, fines, operational changes or other response measures, triggering of contractual obligations, including indemnification obligations, loss of patient confidence in our security measures, loss of business partners and negative publicity, any of which could have a material and adverse effect on our business, financial condition, results of operations and cash flows. For example, ransomware attacks, including those from organized criminal threat actors, nation-states and nation-state supported actors, are becoming increasingly prevalent and severe and can lead to significant interruptions in our operations, loss of data and income, reputational loss, diversion of funds, and may result in fines, litigation and unwanted media attention. Extortion payments may alleviate the negative impact of a ransomware attack, but we may be unwilling or unable to make such payments due to, for example, applicable laws or regulations prohibiting payments. In addition, some jurisdictions have enacted laws requiring companies to notify individuals or government regulators of data security breaches involving certain types of personal data, such as PHI and PII, and our agreements with certain third parties require us to notify them, and may also require us to notify others, in the event of a security incident. Such mandatory disclosures are costly, could lead to negative publicity and may cause our customers to lose confidence in the effectiveness of our data security measures.

While we maintain cyber insurance, our policy carries retention and coverage limits that may not be adequate to reimburse us for losses caused by security incidents, including cyber-attacks, security or data breaches or other violations of our systems, and we may not be able to collect fully, if at all, under these insurance policies. The successful assertion of one or more large claims against us that exceed available

 

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insurance coverage or the occurrence of changes in our insurance policies, including premium increases or the imposition of large deductible or co-insurance requirements, could materially and adversely affect our business. Furthermore, we cannot be certain that insurance coverage will continue to be available on acceptable terms or at all, or that the insurer will not deny coverage as to any future claim.

Our use or our third-party service providers’ or business partners’ use of Machine Learning Technologies and the evolving regulatory framework in this area may subject us to risks or heightened costs that could materially or adversely affect our business, results of operations and financial position.

We use certain Machine Learning Technology in connection with our business activities. Notwithstanding our policies and procedures, our assessments and, in some cases, approvals of Machine Learning Technology for use in our environments or with our data (including PHI and PII), and related personnel training governing the use of Machine Learning Technology, our personnel, affiliates, or other third parties working with us or on our behalf could utilize Machine Learning Technology in contravention of such policies, procedures, assessments, and approvals, including in ways that could subject us to potential liabilities and regulatory enforcement. In such an event, a regulator may consider such actions to be a violation of applicable laws, such as HIPAA, and we may be subject to criminal and civil liability or other actions, negative publicity, harm to our brand and reputation and reduced overall demand for our services, and our customers may lose confidence in us. Machine Learning Technologies, as well as the legal and regulatory frameworks within which they operate, continue to rapidly evolve and, as such, we cannot predict the full extent of the current or future risks related to their use and development.

Machine Learning Technologies are often highly reliant on the Processing of large amounts of data. Certain data in such models may contain or result in a degree of bias, inaccuracy and error and could otherwise be inadequate or flawed, which would be likely to degrade the effectiveness of Machine Learning Technology and the reliability and accuracy of its output. To the extent that we rely on or use the output of Machine Learning Technology, any such inaccuracies, biases or errors may adversely affect our business, results of operations and financial position. Further, the volume of and reliance on data and algorithms also make Machine Learning Technologies, and therefore us, more susceptible to cyber-attacks. See “— Risks Related to Regulatory Requirements — Our Processing of personal information, including PHI and PII, is subject to federal, state and certain international privacy and security laws and regulations, as well as other obligations, and our actual or perceived failure to comply with those laws, regulations and obligations or to adequately secure the information we hold could result in significant liability or reputational harm.”

We may be exposed to risks if our third-party service providers or any of our other counterparties use Machine Learning Technologies in their businesses, despite any preventative policies aimed at restricting or governing the use of such technologies. We are not able to control the way third-party products are developed, trained or maintained or the way third-party services utilizing Machine Learning Technologies are provided to us. Use of Machine Learning Technologies could include the input of our confidential information (including PII or PHI) by third parties in breach of non-disclosure or business associate agreements or by our personnel or other related parties notwithstanding our policies and procedures and could result in such confidential data or PHI or PII becoming part of a dataset that is widely accessible by Machine Learning Technologies applications and users. The misuse or misappropriation of our data or PHI or PII of our customers could have an adverse impact on our business and reputation and could subject us to legal and regulatory investigations and/or actions.

Machine Learning Technology, and especially generative AI, is a current focus of regulators because of the risks and potential harms associated with the Processing of PHI or PII or intellectual property, or where models are trained on data sets that include PHI or PII or intellectual property. The Trump administration has taken several actions related to Machine Learning Technology, including issuing an Office of Management and Budget Memorandum on federal use of AI that states that AI is presumed to be “high-impact AI,” or AI with legal, binding or significant effects on human health or safety, in certain healthcare contexts, such as patient diagnosis, risk assessment, and treatment, as well as control of health insurance costs. Various U.S. states are in the process of enacting (or have already enacted) new laws and regulations that are aimed at providing individuals with additional protections in connection with Machine Learning Technologies, and the California Privacy Protection Agency recently finalized regulations under the California Consumer Privacy Act, as amended by the California Privacy Rights Act, regarding the use of automated decision making,

 

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which may apply to the AI that we use. In addition to the U.S. regulatory framework, the European Union Artificial Intelligence Act (the “EU AI Act”), which applies to certain Machine Learning Technologies and the data used to train, test and deploy them, entered into force on August 1, 2024, with its obligations set to apply in phases from six to 36 months thereafter. The EU AI Act applies on an extraterritorial basis and has imposed (or will impose) requirements on both the providers and deployers of Machine Learning Technology, with violations punishable by sanctions of up to 7% of annual worldwide revenue or €35 million (whichever is higher). New laws, regulations, executive orders, guidance or decisions around the development and use of Machine Learning Technology may hinder our ability to use such technologies or require us to adapt our operations in a way that may decrease our operational efficiency, increase our operating costs, limit our ability to improve our services, and result in potential increases in civil claims against us. Further, any actual or perceived failure to comply with the evolving regulatory framework in this area could adversely affect our business, results of operations and financial condition.

We are subject to risks related to payment processing.

We currently accept a variety of payment methods, including credit cards and debit cards. As a result, we pay interchange and other related acceptance and transaction processing fees, which may increase over time and raise our operating costs and lower profitability. We are also subject to evolving Payment Card Industry, or PCI, and network operating rules, including data security rules, certification requirements, and rules governing electronic funds transfers. See “— Risks Related to Regulatory Requirements — Our Processing of personal information, including PHI and PII, is subject to federal, state and certain international privacy and security laws and regulations, as well as other obligations, and our actual or perceived failure to comply with those laws, regulations and obligations or to adequately secure the information we hold could result in significant liability or reputational harm.” For example, we are subject to the Payment Card Industry Data Security Standard, issued by the PCI Security Standards Council, that contains compliance guidelines and standards with regard to our security surrounding the physical and electronic Processing of individual cardholder data, including regular audit to maintain compliance. We are, and may be in the future, subject to additional regulations, compliance requirements, fraud, and other risks, in addition to new assessments that involve costs above what we currently pay for compliance. By accepting debit cards for payment, we are also subject to compliance with American National Standards Institute data encryption standards and payment network security operating guidelines. Additionally, the Fair and Accurate Credit Transactions Act requires systems that print payment card receipts to employ personal account number truncation so that the customer’s full account number is not viewable on the slip. Failure to be PCI compliant or to meet other payment card standards may result in the imposition of financial penalties or the allocation by the card brands of the costs of fraudulent charges to us.

In addition, we rely on third-party payment processors to Process the payments made by our customers. If our third-party payment processors terminate their relationships with us or refuse to renew their agreements with us on commercially reasonable terms, we would need to find an alternate payment processor and may not be able to secure similar terms or replace such payment processors in an acceptable time frame. Further, the software and services provided by our third-party payment processors may contain errors or vulnerabilities, be compromised, experience outages, or not meet our expectations. In addition, if we (or a third-party Processing payment card transactions on our behalf) suffer a security breach affecting payment card information, we may have to pay onerous and significant fines, penalties, and assessments arising out of the major card brands’ rules and regulations, contractual indemnifications, or liability contained in merchant agreements and similar contracts, and we may lose our ability to accept payment cards for payment for our services. If any of these events were to occur, our business, financial condition, and results of operations could be materially and adversely affected.

We occasionally receive payments made with fraudulent data which result in customer-initiated disputes (charge-backs). Under current credit and debit card practices, we may be liable for fraudulent transactions and be required by card issuers to pay charge-back fees. Charge-backs result not only in our loss of fees earned with respect to the payment, but also leave us liable for the underlying money transfer amount. If our charge-back rate becomes excessive, card brands and associations also may require us to pay fines or refuse to process our transactions. In addition, we may be subject to additional fraud risk if third-party service providers or our employees fraudulently use our customer information for their own gain or facilitate the fraudulent use of such information. As a result, we may suffer losses as a result of orders

 

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placed with fraudulent data even if the associated financial institution approved payment of the orders. If we are unable to detect or control credit and debit card fraud, our liability for these transactions could harm our business, financial condition, and results of operations.

Our business is affected by the ability of hospitals to treat the patients we transport, and hospital capacity can also impact the numbers of patients we transport.

Our EMS and non-emergency medical transportation services are affected by available hospital capacity and the skill and level of specialized medical care that the healthcare providers at the hospital are able to provide, as well as whether a hospital needs to transfer patients to another hospital or healthcare provider that can provide a higher or specialized level of medical care. For example, we may transport a patient to a Level I trauma center that can provide specialized medical care, and, as a result, that patient may not need to be transferred later to another hospital for more specialized medical care because the Level I trauma center can provide the care that the particular patient needs. If hospitals increase the numbers of patients for which they provide medical services without transferring such patients to other healthcare facilities in the communities in which we operate, such actions could have a material adverse effect on our business.

Many of our ground ambulance employees are represented by labor unions and any work stoppage or wage and benefit increases could adversely affect our business. In addition, our workforce could become unionized further, which could subject us to increased wage and benefit costs.

As of December 31, 2025, approximately 37% of our employees are represented by 67 active collective bargaining agreements. As of December 31, 2025, there were 8 operational locations representing approximately 1,900 employees in the process of negotiation. In 2026, 19 collective bargaining agreements, representing approximately 3,300 employees will be subject to negotiation. In 2027, 18 collective bargaining agreements, representing approximately 4,000 employees will be subject to negotiation. We believe we maintain a good working relationship with our employees and have not experienced any major union work actions in the past several years. The Company does not anticipate any work actions and does not expect any action to have a material adverse effect on our ability to provide service to our patients and communities.

Given the nature of our business, it is possible that a segment of our workforce could become further unionized in the future. This could result in higher payroll costs, less operational flexibility and an increased risk of employee strike, any of which could adversely impact our business, financial condition, results of our operations and cash flows.

Because our senior management has been key to our growth and success, we may be adversely affected if we are unable to retain any member of our senior management.

We are highly dependent on our senior management. We do not have employment agreements, and any member of management may choose to leave the Company at any time. Our senior management has contributed greatly to our growth since our inception, and the loss of key management could have a material adverse effect on our business. In addition, our inability to attract, retain and motivate sufficient members of qualified management or other personnel could have a material adverse impact on our business and operations.

Adverse changes in general economic conditions and reductions in consumer spending could adversely impact the patients and the hospitals that use our services.

Uncertainty in global economic conditions also poses a risk to our commercial relationships with our hospital customers, suppliers and creditors. The United States and other key international economies have experienced cyclical downturns from time to time in which economic activity declined resulting in lower consumption rates, restricted credit, reduced profitability, weaknesses in financial markets, bankruptcies, and overall uncertainty with respect to the economy. Geopolitical developments, such as the current conflict between Russia and Ukraine and related economic and other retaliatory measures taken by the United States, the European Union, and others, the ongoing Israel-Hamas conflict, trade wars, tariffs imposed by the U.S. government, and foreign exchange limitations can also increase the severity and levels of unpredictability globally and increase the volatility of global financial markets. If economic conditions deteriorate including as a result of conflicts in Ukraine or the Middle East, new trade policies including

 

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tariffs, or any other geopolitical tension or general adverse economic condition, these commercial relationships could be impacted and our business could be adversely affected.

Hospitals that are adversely impacted by economic conditions could choose to retain a greater number of patients, rather than utilizing our services to transport them to other hospitals, as a result of their own economic challenges. If our hospital customers determine that the costs of using our services are prohibitive for certain groups of patients, they could cease to use our services with respect to such patients, which could adversely affect our operations.

Competition from other air or ground ambulance providers may adversely affect our business.

We face competition from a variety of national, regional and local competitors. Factors that affect competition in the medical transport industry include operational reliability, cost for services and the quality of patient care.

The market for providing ground ambulance transport services to municipalities, counties, other healthcare providers and third-party payors is highly competitive. In providing ground ambulance transport services, we compete with governmental entities, including cities and fire districts, hospitals, local and volunteer private providers, and with several large national and regional providers. In many communities, our most important competitors are the local fire departments, which in many cases have acted traditionally as the first response providers during emergencies and have been able to expand their scope of services to include emergency ground ambulance transport utilizing existing municipal infrastructure. Any failure to remain competitive in this industry, with regard to service or any other relevant factor, could have an adverse impact on our results of operations.

In the market for providing air ambulance transport services, we primarily compete against private providers, and, in some cases, against ground ambulances as well.

New competitors may emerge in the future and capture a share of our present or potential customer base. There can be no assurance that we will be able to compete successfully against our current or future competitors or that such competition will not have a material adverse effect on our business, financial condition, results of operations and cash flows.

We may be subject to substantial malpractice or other similar claims. Insurance coverage for some of our losses may be inadequate and may be subject to the credit risk of commercial insurance companies.

Our business subjects us to inherent risk of wrongful death, personal injury, product liability, professional malpractice and other potential claims, liabilities, and substantial damage awards. In addition, the pharmaceutical products we dispense could become subject to contamination, product tampering, mislabeling, recall or other damage. In addition, errors in the compounding, dispensing, and packaging of drugs and consuming drugs in a manner that is not prescribed could lead to serious injury or death. Healthcare providers have become subject to an increasing number of legal actions alleging malpractice or related legal theories in recent years, many of which involve large monetary claims and significant defense costs.

From time to time, we are subject to claims alleging that we did not properly treat a patient, that we failed to follow internal or external procedures that resulted in death or harm to a patient or that our employees mistreated our consumers, resulting in death or harm. We are also subject to claims arising out of transportation-related accidents brought by patients whom we are transporting or employees driving or flying to or from other affected individuals. We cannot be certain that a provider will not incur tort liability in treating one of our patients. The nurses, paramedics and other healthcare professionals we employ could be considered our agents and, as a result, we could be held liable for their acts, omissions, malpractice, and/or negligence and may be subject to mass tort actions and/or class actions. We cannot predict the effect that any claims of this nature, regardless of their ultimate outcome, could have on our business or reputation or on our ability to attract and retain patients and employees.

We maintain aviation and general liability insurance and medical malpractice insurance coverage. We also have a captive insurance subsidiary that covers a substantial self-insured retention amount. We believe our level of insurance coverage is customary in the industry and adequate to protect against claims. However, this insurance is subject to limitations such as deductibles and maximum liability amounts and therefore

 

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may not cover all of our losses. In addition, we may incur losses that are outside of the coverage of our insurance or in excess of our established insurance-related reserves.

In the future, we may not be able to obtain insurance coverage at current levels or at all, and premiums may increase significantly on the coverage that we maintain. For example, a limited number of hull and liability insurance underwriters provide coverage for air medical operators, and as a result, those providers have a significant ability to dictate terms and prices to operators, and the pricing and terms of this insurance or our ability to obtain this insurance may be adversely affected if any of these providers cease to operate. The number of air medical accidents, as well as the number of insured losses within other helicopter operations and the commercial airline industry and the impact of general economic conditions on underwriters, may result in increases in premiums above the rate of inflation.

Insurance underwriters are required by various federal and state regulations to maintain minimum levels of reserves for known and expected claims. However, there can be no assurance that underwriters have established adequate reserves to fund existing and future claims. If any of our insurance providers are unable to satisfy their insurance requirements for any loss we experience, we may be required to fund that loss ourselves, which could have a material adverse impact on our business, financial condition, results of operations and cash flows.

The reserves we establish with respect to our losses covered under our insurance programs are subject to inherent uncertainties.

In connection with our insurance programs, including our captive insurance subsidiary, we establish reserves for losses and related expenses, which represent estimates involving actuarial and statistical projections, at a given point in time, of our expectations of the ultimate resolution and administration costs of losses we will incur with respect to our liability risks. The estimation of professional liabilities is inherently complex and subjective, as these claims are typically resolved over an extended period of time, often as long as ten years or more. Our reserves are based on historical claims, demographic factors, sector trends, severity and exposure factors and other actuarial assumptions calculated by an independent actuarial firm. The independent actuarial firm performs studies of projected ultimate losses on an annual basis, and we utilize these actuarial estimates to determine appropriate reserves. Our reserves could be significantly affected if current and future occurrences differ from historical claim trends and expectations. While we monitor claims closely when we estimate reserves, the complexity of the claims and the wide range of potential outcomes may hamper timely adjustments to the assumptions we use in these estimates. Actual losses and related expenses may deviate, individually and in the aggregate, from the reserve estimates reflected in our consolidated financial statements. The long-term portion of insurance reserves was $312.1 million, $251.1 million and $246.8 million as of December 31, 2025, 2024 and 2023, respectively. If we determine that our estimated reserves are inadequate, we will be required to increase reserves at the time of the determination, which would result in a reduction in our net income in the period in which the deficiency is determined and could result in additional capital investments in our wholly-owned captive insurance subsidiary, affecting our capital resources and financial condition.

We will be required to pay the TRA parties for certain tax benefits, which amounts are expected to be material.

As described in “Certain Relationships and Related Party Transactions — Tax Receivable Agreement,” following this offering, we expect to utilize certain pre-IPO tax assets (including federal, state and local net operating losses, deferred interest deductions, tax basis in amortizable or depreciable assets, and certain deductible expenses attributable to the transactions related to this offering) that arose prior to or in connection with this offering, which tax benefits are expected to reduce our future tax payments.

In connection with this offering, we expect to enter into a Tax Receivable Agreement with the TRA parties that will provide for the payment by GMR Solutions Inc. of 85% of the benefits, if any, that GMR Solutions Inc. or our subsidiaries realize, or are deemed to realize (calculated using certain assumptions), as a result of savings in U.S. federal, state and local income taxes attributable to GMR Solutions Inc.’s and our subsidiaries’ utilization of the Pre-IPO Tax Benefits. Under the terms of the Tax Receivable Agreement, the TRA parties’ entitlements to payments will take into account their holdings of Company Warrants. In addition, if any Management TRA party elects to participate, he or she will receive up to their allocated share of 6% of any such payments to the extent made pursuant to the Tax Receivable Agreement. To the

 

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extent a member of management elects not to participate, such member’s pro rata portion will be reallocated to all TRA parties. The payment obligation under the Tax Receivable Agreement is an obligation of GMR Solutions Inc. and not of any of our subsidiaries. The actual amount and utilization of the Pre-IPO Tax Benefits subject to the Tax Receivable Agreement, as well as the payment amounts and timing under the Tax Receivable Agreement, depend on many factors, including the amount, character and timing of our income. In addition, actual tax benefits realized by us may differ from tax benefits used to determine payments under the Tax Receivable Agreement as a result of the use of certain assumptions in the Tax Receivable Agreement, including the use of an assumed weighted-average state and local income tax rate to calculate tax benefits. We expect that the payments that we may make under the Tax Receivable Agreement will be material.

Assuming no material changes in the relevant tax law and that we earn sufficient income to realize the full Pre-IPO Tax Benefits subject to the Tax Receivable Agreement, we expect that future payments under the Tax Receivable Agreement will equal in the aggregate approximately $      million to $      million. The payments under the Tax Receivable Agreement are not conditioned upon continued ownership of us by the TRA parties. However, payments to a Management TRA party under the Tax Receivable Agreement are conditioned on the continued employment of such Management TRA party during any such applicable year. See “Certain Relationships and Related Person Transactions — Tax Receivable Agreement” and “Executive Compensation — Tax Receivable Agreement.”

In certain cases, payments under the Tax Receivable Agreement may significantly exceed the actual benefits we realize in respect of the tax attributes subject to the Tax Receivable Agreement.

In the event of certain changes of control, certain material breaches of the Tax Receivable Agreement by GMR Solutions Inc., or an insolvency event, the calculation of certain future payments made under the Tax Receivable Agreement will utilize certain valuation assumptions, including that GMR Solutions Inc. will have sufficient taxable income to fully utilize Pre-IPO Tax Benefits.

In addition, the TRA parties will not reimburse us for any payments previously made under the Tax Receivable Agreement if the tax attributes or our utilization of tax attributes underlying the relevant payment are successfully challenged by the IRS or other relevant taxing authority (although any such detriment would be taken into account as an offset against future payments, if any, due to the relevant TRA party under the Tax Receivable Agreement). Our ability to fully utilize the Pre-IPO Tax Benefits will depend upon a number of factors, including the timing and amount of our future taxable income. As a result, even in the absence of a change of control, certain material breaches, or an insolvency event, payments under the Tax Receivable Agreement could be in excess of 85% of our actual cash tax savings.

Accordingly, it is possible that the actual cash tax benefits realized by us may be significantly less than the corresponding payments under the Tax Receivable Agreement. It is also possible that payments under the Tax Receivable Agreement may be made years in advance of the actual realization, if any, of the anticipated future tax benefits. These terms of the Tax Receivable Agreement may result in situations in which our existing equityholders (or their transferees or assignees) have interests that differ from the interests of other equityholders. There may be a material negative effect on our liquidity if the payments under the Tax Receivable Agreement exceed the actual cash tax benefits that we realize in respect of the Pre-IPO Tax Benefits and/or if distributions to GMR Solutions Inc. by our subsidiaries are not sufficient to permit GMR Solutions Inc. to make payments under the Tax Receivable Agreement after it has paid taxes and other expenses. We may not have sufficient cash or other sources of liquidity to meet our obligations under the Tax Receivable Agreement as a result of timing discrepancies or otherwise, and these obligations could have the effect of delaying, deferring or preventing certain mergers, asset sales, other forms of business combinations or other changes of control.

Risks Related to Regulatory Requirements

We conduct business in a heavily regulated industry and if we fail to comply with applicable laws and government regulations, we could incur penalties or be required to make significant changes to our operations.

The healthcare industry is heavily regulated and closely scrutinized by federal, state and local governments. Comprehensive statutes and regulations govern the manner in which we provide and bill for

 

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services, our contractual relationships, our marketing activities and other aspects of our operations. We are subject to state and local “pay to play” laws. We are subject, and may be subject in the future, to qui tam actions and civil investigative demands alleging violations of healthcare or consumer protection laws. Failure to comply with these laws can result in civil and criminal penalties and adverse consequences such as fines, damages, revocation of billing privileges, bars on re-enrollment in federal or state healthcare programs, cancellation of our agreements, placement on the CMS Preclusion List and the HHS Office of Inspector General (“OIG”) and the Government Services Administration (the “GSA”) Exclusion Databases, loss of licensure, damage to our reputation and debarment, suspension or exclusion from the Medicare and Medicaid programs. In addition, we may decide to enter into settlement agreements with the government in applicable jurisdictions to avoid such sanctions. Typically, such settlement agreements require substantial payments to the government in exchange for the government to release its claims and may also require us to enter into monitoring agreements or a corporate integrity agreement, which may require us to incur substantial costs to implement additional compliance measures and reporting requirements and to undertake claims reviews or third-party audits and repay identified overpayments. The risk of being found in violation of these laws and regulations is increased by the fact that many of them have not been fully interpreted by the applicable regulatory authorities or courts, and their provisions are sometimes open to a variety of interpretations. In addition, private citizens (“relators”) can file lawsuits on behalf of the government under federal and state false claims statutes to allege non-compliance with applicable laws. This increases the possibility that this type of action may be filed. Government agencies typically investigate cases filed by relators and either assume control of the case or decline to do so; however, the relator is free to continue to pursue a false claims case even where the government has declined to assume control over it. Any action against us alleging the violation of these laws or regulations, even if we successfully defend against it, could cause us to incur significant legal expenses and divert our management’s attention from the operation of our business.

State and federal statutes impose substantial penalties, including civil and criminal fines, exclusion from participation in government programs and imprisonment, on entities or individuals (including any individual corporate officers or physicians deemed responsible) that fraudulently or wrongfully bill governmental or other third-party payors for services. Third-party payors typically have differing and complex billing and documentation requirements that we must meet in order to receive reimbursement for our services. We are currently subject to ongoing litigation, investigations, and audits, and we believe that audits, inquiries, and investigations from government agencies and contractors will continue to occur from time to time in the ordinary course of our business, including as a result of our arrangements with hospitals and healthcare providers. In addition, we may be subject to increased audits from private payors to the extent they encounter pricing pressures related to healthcare reform. This could result in substantial defense costs to us, repayments and a diversion of management’s time and attention. Such pending or future audits, inquiries or investigations, or the public disclosure of such matters, may have a material adverse effect on our business, financial condition, results of operations and cash flows.

In addition, in response to the COVID-19 pandemic, Congress enacted a series of economic stimulus and relief measures in 2020 and 2021 through the Coronavirus Aid, Relief, and Economic Security Act (“CARES Act”), the Paycheck Protection Program and Health Care Enhancement Act (“PPPHCE Act”), the Coronavirus Response and Consolidated Appropriations Act (“CAA”), and the American Rescue Plan Act of 2021 (“ARPA”). These funds were intended to reimburse eligible providers for healthcare-related expenses or lost revenues attributable to COVID-19 and were not required to be repaid, provided that recipients attested to and complied with certain terms and conditions, including providing care for individuals with possible or actual cases of COVID-19 and using the payments to prevent, prepare for and respond to, COVID-19. The CARES Act and related legislation also included other provisions that offered financial relief, including the temporary suspension of the Medicare sequestration payment adjustment, which would have otherwise reduced payments to Medicare providers by 2%. The Medicare sequestration payment adjustment was phased back in and returned to 2% and will remain in effect through 2032. In addition to providing funding for healthcare providers, the ARPA increases the federal budget deficit in a manner that triggers an additional statutorily mandated sequestration under the Pay-As-You-Go Act of 2010, as amended, which would have reduced Medicare spending by up to 4% in 2022. Congress has delayed the implementation of this 4% reduction in Medicare spending several times.

Our receipt of CARES Act funds and funding from subsequently enacted COVID-19 relief legislation requires compliance with certain terms and conditions and may result in future audits that could result in

 

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our obligation to pay back a portion or all of the funds received. Any provider receiving funds in excess of $10,000 in the aggregate is required to report data elements to HHS detailing utilization of the payments, and we filed such reports. There is a high degree of uncertainty surrounding the administration of the payments provided pursuant to the CARES Act, the PPPHCE Act, the CAA and the ARPA. Further, we are unable to predict whether additional stimulus measures will be enacted or what their impact will be. In addition, if states do not recognize the Railway Labor Act exemption for overtime, our employees in such states could be eligible to receive overtime compensation.

The hospitals and other medical facilities that we service are also subject to ethical guidelines and operational standards of state regulating agencies, professional and trade associations and private accreditation agencies. Compliance with these guidelines and standards is often required by our contracts with these parties or to maintain our reputation. The failure by the parties with whom we contract to comply with such guidelines and standards could have a material adverse effect on our business, financial conditions, results of operations and reputation. Also, if any state in which we offer our membership program finds it to be an insurance product, we could incur substantial costs to comply with insurance regulations.

In recent years, states including California, Oregon, Indiana, and Washington have enacted laws which impose new regulatory notice and approval requirements for healthcare entities entering into certain transactions, which could result in such transactions being subject to state antitrust review processes or litigation. Other states have introduced legislation to, and may otherwise seek to, enact similar laws, expanding state antitrust review authority.

We cannot assure you that any new or changed healthcare laws, regulations or standards would not materially and adversely affect our business, financial condition, results of operations and cash flows. We also cannot assure you that a review of our business by judicial, law enforcement, regulatory or accreditation authorities would not result in a determination that could adversely affect our operations.

Our business could be harmed from the loss or suspension of a license or accreditation.

Our operations are subject to licensure and accreditation requirements and regulations in every state in which we operate. These regulations may vary widely from state-to-state and require varying levels of disclosure with respect to the licensed entity and ownership of the licensed entity. State and local requirements govern the licensing or certification of ambulance service providers, training and certification of medical personnel, the scope of services that may be provided by medical personnel, staffing requirements, medical control, medical procedures, communication systems, vehicles and equipment. Moreover, the November 2015 Rule implemented a requirement that all Medicare-covered ambulance transport staff meet the requirements of state and local ambulance staffing laws in addition to current Medicare requirements. This requirement strengthens the federal government’s ability to prosecute violations of state and local ambulance staffing laws and recover funds received for services provided while operating in violation of these laws.

As of December 31, 2025, over 85% of our stand-alone emergency air bases were also accredited by the Commission on Accreditation of Medical Transport Systems (the “CAMTS”) for excellence in safety and patient care and our ground ambulance operations across the country represented 16% of the total Commission on Accreditation of Ambulance Services (the “CAAS”) accreditations. We are also required to maintain other federal, state and local licenses, registrations and certifications with respect to our non-ambulance services, including, without limitation, our membership program, EMT/paramedic school and non-ambulance vehicles. We cannot assure you that a state agency, CAMTS, CAAS or other regulatory agencies would not impose requirements that are different from or in addition to our current understanding of compliance with federal, state and local licensing and accreditation requirements, which may affect our ability to participate in the Medicare and Medicaid programs with respect to our ambulance services, or impose fines and penalties for non-compliance, any of which could have a material adverse effect on our business, financial condition, results of operations and cash flows.

We are subject to comprehensive and complex laws and rules that govern the manner in which we bill and are paid for our services by third-party payors and our relationships to patients and other healthcare providers, and the failure to comply with these rules or allegations that we have failed to do so, could result in civil or criminal sanctions, including exclusion from federal and state healthcare programs.

Like most healthcare providers, the majority of our services are paid for by commercial or governmental third-party payors, including Medicare and Medicaid. These third-party payors typically have differing and

 

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complex billing and documentation requirements that we must meet in order to receive payment for our services. Reimbursement to us is typically conditioned on providing the correct billing codes and properly documenting the services, including the level of service provided and medical necessity for the services.

We must also comply with numerous other laws applicable to our documentation and the claims we submit for payment, including but not limited to: (i) “coordination of benefits” rules that dictate which payor we must bill first when a patient has potential coverage from multiple payors; (ii) requirements that we obtain the signature of the patient or patient representative, when possible, or document why we are unable to do so, prior to submitting a claim; (iii) requirements that we make repayment to any payor which pays us more than the amount to which we were entitled; (iv) requirements that we bill a hospital or nursing home, rather than Medicare, for certain ambulance transports provided to Medicare patients of such facilities; (v) requirements that our electronic claims for payment be submitted using certain standardized transaction codes and formats; (vi) laws requiring us to handle all health and financial information of our patients in a manner that complies with specified security and privacy standards; and (vii) laws forbidding certain balance billing of patients.

Governmental and private third-party payors and other enforcement agencies carefully monitor and audit our compliance with these and other applicable rules, and in some cases in the past have found that we were not in compliance. We are currently subject to, and expect to receive in the future, repayment demands from third-party payors based on allegations that our services were not medically necessary, were billed at an improper level or otherwise violated applicable billing requirements. Our failure to comply with the billing and other rules applicable to us could result in non-payment for services rendered or refunds of amounts previously paid for such services. In addition, non-compliance with these rules may cause us to incur civil and criminal penalties, including fines, imprisonment of our management or employees, and exclusion from government healthcare programs, such as Medicare and Medicaid, under a number of state and federal laws. These laws include the federal healthcare programs anti-kickback law (42 U.S.C. §1320a-7b) (the “Anti-Kickback Statute”), the federal False Claims Act (31 U.S.C. §3729 et seq.) (the “False Claims Act”), the federal Civil Monetary Penalties Law (42 U.S.C. § 1320a-7a) (the “Civil Monetary Penalties Law”), the Health Insurance Portability and Accountability Act of 1996, as amended by the Health Information Technology for Economic and Clinical Health Act (the “HITECH Act”), and implementing regulations (referred to collectively as “HIPAA”), and other provisions of federal, state and local law.

The Anti-Kickback Statute prohibits, among other things, any person from knowingly and willfully offering, soliciting, receiving or providing remuneration, directly or indirectly, to induce either the referral of an individual for an item or service or the purchasing or ordering of a good or service, for which payment may be made under federal healthcare programs such as the Medicare and Medicaid programs. The Anti-Kickback Statute is subject to evolving interpretations. Certain federal courts have held that the Anti-Kickback Statute can be violated if “one purpose” of a payment is to induce referrals. In addition, a person or entity does not need to have actual knowledge of the statute or specific intent to violate it in order to have committed a violation. The majority of states also have anti-kickback laws which establish similar prohibitions and, in some cases, may apply to items or services reimbursed by any third-party payor, including commercial insurers.

The OIG has addressed potential violations of the Anti-Kickback Statute (as well as other risk areas) in its Compliance Program Guidance for Ambulance Suppliers. In addition, the OIG has issued a number of advisory opinions, which have addressed issues pertaining to various ambulance service operations that may implicate the Anti-Kickback Statute, such as discounted ambulance services being provided to skilled nursing facilities, arrangements between local governmental agencies that control “911” patient referrals, patient co-payment responsibilities and ambulance restocking arrangements. In a number of these advisory opinions, the government concluded that such arrangements could be problematic if the requisite intent to impermissibly induce referrals was present. For instance, in 1999, the OIG issued an advisory opinion indicating that discounts provided to skilled nursing facilities on the transports for which they are financially responsible potentially violate the Anti-Kickback Statute when the ambulance company also receives referrals of Medicare and other government-funded transports from the facility. The OIG has clarified that not all discounts violate the Anti-Kickback Statute, but that the statute may be violated if part of the purpose of the discount is to induce the referral of the transports paid for by Medicare or other federal programs, and the discount does not meet certain “safe harbor” conditions. In the advisory opinion and

 

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subsequent pronouncements, the OIG has provided guidance to ambulance companies to help them avoid unlawful discounts. Our contracts with healthcare facilities, arrangements with local agencies, co-payment collection, restocking and other marketing practices or transactions entered into by us may implicate the Anti-Kickback Statute. Although we believe we have structured our arrangements, marketing practices and relationships in a manner which complies with the Anti-Kickback Statute, we cannot assure you that the OIG or other authorities will not find that our past and current arrangements, marketing practices and relationships violate the statute.

Additionally, the civil False Claims Act prohibits knowingly presenting or causing the presentation of a false or fraudulent claim for payment to the U.S. Government. Actions under the False Claims Act may be brought by the Attorney General or as a qui tam action by a private individual in the name of the government. Moreover, the government may assert that a claim including items or services resulting from a violation of the Anti-Kickback Statute constitutes a false or fraudulent claim for purposes of the False Claims Act. Violations of the False Claims Act can result in significant monetary penalties and treble damages. The U.S. Government is using the False Claims Act and the accompanying threat of significant liability, in its investigation and prosecution of healthcare providers throughout the country. The government has obtained multi-million and multi-billion dollar settlements under the False Claims Act in addition to individual criminal convictions under applicable criminal statutes. Given the significant size of actual and potential settlements, it is expected that the government will continue to devote substantial resources to investigating healthcare providers’ compliance with applicable fraud and abuse laws. In recent years, the number of suits brought by private individuals has increased dramatically. In addition, various states have enacted false claim laws analogous to the False Claims Act. Many of these state laws apply where a claim is submitted to any third-party payor and not only a federal healthcare program. There are many potential bases for liability under these false claim statutes. Liability arises, primarily, when an entity knowingly submits, or causes another to submit, a false claim for reimbursement.

HIPAA also created new federal criminal statutes that prohibit, among other actions, knowingly and willfully executing, or attempting to execute, a scheme to defraud any healthcare benefit program, including private third-party payors, knowingly and willfully embezzling or stealing from a healthcare benefit program, willfully obstructing a criminal investigation of a healthcare offense, and knowingly and willfully falsifying, concealing or covering up a material fact or making any materially false, fictitious or fraudulent statement in connection with the delivery of or payment for healthcare benefits, items or services. Similar to the federal Anti-Kickback Statute, a person or entity does not need to have actual knowledge of the healthcare fraud statute or specific intent to violate it in order to have committed a violation.

In addition, a person who offers to, or transfers to, a Medicare or Medicaid beneficiary any remuneration, including waivers of co-payments and deductible amounts (or any part thereof), that the person knows or should know is likely to influence the beneficiary’s selection of a particular provider, practitioner or supplier of Medicare or Medicaid payable items or services, may be subject to significant civil monetary penalties for each item or service, up to three times the amount claimed for the items and services, and exclusion from participation in federal healthcare programs. Moreover, in certain cases, providers who routinely waive co-payments and deductibles for Medicare and Medicaid beneficiaries can also be held liable under the Anti-Kickback Statute and civil False Claims Act, which can impose additional penalties associated with each item or service. Although this prohibition applies only to federal healthcare program beneficiaries, the routine waivers of co-payments and deductibles offered to patients covered by commercial payors may implicate applicable state laws related to, among other things, unlawful schemes to defraud, excessive fees for services, tortious interference with patient contracts and statutory or common law fraud. To the extent our air medical membership program is found to be inconsistent with applicable laws, we may be required to restructure or discontinue such programs or be subject to other significant penalties.

In addition, from time to time, we are required to exercise reasonable diligence to investigate credible information of an overpayment, and from time to time, we self-identify practices that may have resulted in Medicare or Medicaid overpayments or other regulatory issues (e.g., inadvertent errors in billing codes). In such cases, if appropriate, it is our practice to disclose the issue to the affected government programs and to refund any resulting overpayments. The Patient Protection and Affordable Care Act, as amended by the Health Care and Education Reconciliation Act (collectively, “ACA”) requires that overpayments be returned within 60 days of identification of the overpayment or the date a corresponding cost report is due (whichever

 

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is later), along with a written explanation of the reason for the overpayment. Any overpayment retained after this deadline is an “obligation” for purposes of the False Claims Act and subject to fines and penalties. Although the government has typically accepted such disclosures and repayments without taking further enforcement action, it is possible that such disclosures or repayments will result in allegations by the government that we have violated the False Claims Act or other laws, leading to investigations and possibly civil or criminal enforcement actions.

In addition, state and federal antitrust and competition laws can expose us to civil or criminal penalties. These laws prohibit agreements among competitors, improper exchanges of competitively sensitive information and other practices that unreasonably restrict free trade and competition. Prohibited conduct can include price fixing, bid-rigging, output restrictions, allocation of customers or territories, group boycotts, collective refusals to deal, wage fixing or no-poach agreements. Fines, damages and imprisonment of individuals for violations of the antitrust laws can be significant.

We are currently subject to healthcare litigation and investigations. If our operations are found to be in violation of these or any of the other laws which govern our activities, we may be subject to any resulting penalties, damages, fines or other sanctions or negative consequences, the curtailment or restructuring of our operations, cancellation of our agreements, damage to our reputation, revocation of billing privileges, placement on the CMS Preclusion List and the OIG and the GSA Exclusion Databases, loss of licensure, exclusion from participation or re-enrollment in federal and state healthcare programs or imprisonment of our management or employees, any of which could adversely affect our business, financial condition, results of operations and cash flows. In addition, we may decide to enter into settlement agreements with governmental authorities to avoid such sanctions. Typically, such settlement agreements require substantial payments to the applicable governmental authority in exchange for such authority to release its claims and may also require us to enter into a corporate integrity agreement, which could require us to incur substantial costs to implement additional compliance measures and reporting requirements.

Our results of operations could be adversely affected by significant healthcare reform legislation. We are unable to predict what changes, if any, might occur in the future or when any such changes might occur.

The ACA has reduced the number of uninsured patients to whom we provide healthcare services. It has done so primarily through the Exchanges under the ACA (the “Exchanges”) and Medicaid expansion, and it is expected that the ACA, as presently implemented, will continue to have a meaningful contribution to the Company’s results of operations. However, many insurers have exited the Exchanges in the markets served by the Company. To the extent some markets lack a sufficient number of insurers participating in the Exchanges, it could threaten the continued viability of the Exchanges in those markets. Additionally, if federal premium tax credits for individuals enrolled in ACA plans are not extended, plan insurance premiums are expected to substantially increase for more than 20 million individuals, which may lead to substantial declines in the number of individuals who receive coverage through ACA plans; the number of individuals without health insurance is also estimated to increase. If such changes result in fewer individuals with health insurance coverage, our results of operations may be adversely affected.

Since the enactment of the ACA, there have been, and continue to be, judicial, congressional and executive challenges to certain aspects of the law, legislative and regulatory changes and executive actions by presidential administrations with respect to implementation of the law. The 2017-2021 and current Trump administration and sessions of U.S. Congress have sought, and continue to seek, to modify or otherwise invalidate all or a part of the ACA. Congress could eliminate or alter provisions that are beneficial to us while leaving in place provisions that impose costs on us or otherwise decrease our revenues. For example, emergency services are currently included among the “essential health benefits” that individual and small group plans must cover, but this provision could be amended or the benchmark plans defining the scope of essential health benefits could change. We cannot predict whether any such legislative proposals, or any parts of them, will become law, and if they do what their substance or timing will be. See also “— If Medicare, Medicaid or other governmental rates for our services are reduced, or if related funding for our services is limited, or if the number of individuals eligible for Medicare and Medicaid programs is reduced, our business may be adversely impacted.”

The U.S. government may consider executive orders and legislation to change elements of the ACA. The impact on the healthcare industry and our business of these executive, judicial, legislative, regulatory

 

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and administrative developments or of efforts to modify or further change the ACA, as well as the impact of any other health reform initiatives and efforts to reform healthcare delivery or financial systems, is unknown, but may materially adversely impact our business. Given the uncertainty in the marketplace, insurers have increased premiums or discontinued or limited plan offerings, and may continue to do so, which also may result in fewer insured consumers, increase the number of uninsured transports, and thereby adversely affect our results of operations.

Further efforts to challenge or change the ACA and any future healthcare reform measures could reduce patient encounter volumes, lower reimbursement for our services and/or decrease our collection rates, impact the demand for our services or reduce the prices at which we provide our services, increase the number of uninsured individuals, and as such, may have a materially adverse effect on our business, financial condition, results of operations, cash flows, capital resources and liquidity. We cannot predict whether we will be able to modify certain aspects of our operations to offset any potential adverse consequences from the ACA, OBBBA or other federal or state health reform initiatives.

The continued regulatory and public scrutiny of private equity’s role in EMS and healthcare may limit our ability to acquire operations, expand in certain states, or otherwise materially and adversely affect our reputation, business, operations and financial condition.

Healthcare companies that have private equity investors are under continued antitrust scrutiny and increased scrutiny for their perceived role in rising healthcare and emergency transportation costs, alleged control and direction over healthcare entities and care delivery, and alleged interference with healthcare decisions, including billing and coding for patient care. For example, in July 2017, the U.S. Government Accountability Office published a report discussing increases in prices for helicopter air ambulance services, which mentioned private equity ownership of certain air ambulance providers, including AMGH. Media outlets and nonprofit organizations have also published reports and analyses regarding, and issued criticisms of, private equity ownership of EMS providers. More recently, members of Congress have urged investigations into healthcare providers owned by private equity firms and have introduced legislation such as the Stop Wall Street Looting Act to reform the private equity industry, extend liability to private equity firms, and review certain acquisitions of healthcare companies by private equity firms. The FTC, the Antitrust Division of the DOJ, state attorneys general and other state regulators all actively review and, in some cases, take enforcement action against business conduct and transactions in the healthcare industry. Under the HSR Act, acquisitions that meet certain statutory jurisdictional tests and are not otherwise exempted may not be completed until notifications have been given, applicable information is furnished to the FTC and the DOJ, and all statutory waiting period requirements have been satisfied. While the FTC and DOJ have previously identified healthcare as an area of interest, which has been subject to increased agency scrutiny of transactions and recent federal and state enforcement actions, including those involving companies backed by private-equity sponsors, the standards and principles for analysis applied by the FTC or DOJ in a merger review process are the same for private equity-owned acquirers and acquirers that are not private equity-owned. Accordingly, our ability to carry out acquisitions could be impacted by agency review. States have also enacted moratoriums on certain private equity acquisitions and laws prohibiting private equity investors from taking certain actions with respect to healthcare providers; although such laws may not apply to our business, these laws indicate continued interest from state legislatures in regulating private equity involvement in the healthcare industry.

State legislatures have also passed laws that impose new regulatory notice and approval requirements for healthcare entities, private equity groups, significant equity investors, hedge funds, newly created business entities formed for the purpose of entering into agreements or transactions with healthcare entities, management services organizations, entities that own, operate or control healthcare providers, and other state-defined entities entering into certain agreements or transactions. Such laws may result in certain agreements or transactions being subject to state antitrust and regulatory review processes, delays, requests for information, orders, and litigation. While our EMS services may not fall under the categories of state-defined healthcare services that are subject to such notice or approval requirements, we may need to engage with governmental and regulatory authorities on a case-by-case basis to determine whether an agreement or transaction will be subject to such laws and may be subject to such laws based on the interpretations of governmental and regulatory authorities, even if the statutes do not expressly cover EMS services. Additionally, if we are subject to these laws, we may be required to disclose extensive information to governmental and

 

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regulatory authorities, which may be publicly posted if our requests for confidentiality are not granted and may include information on our structure, governance, expenses, strategy, and operations, among other topics, and our competitors may use such information for their competitive advantage. These laws and regulatory reviews can delay and otherwise restrict certain agreements and transactions and, in some states, allow governmental and regulatory authorities to review, impose conditions on, prevent or prohibit transactions viewed as anti-competitive or against the public interest. Additionally, some of our subsidiaries are enrolled in Medicare and state Medicaid programs or possess third-party accreditations or certifications or hold a certificate of need (“CON”) at the county and/or state level. These enrollments, accreditations, certifications, and CONs, the maintenance thereof, and any changes thereto, may require our subsidiaries to disclose certain ownership, including indirect ownership, director and officer, and other information to CMS, state Medicaid agencies, state and county regulators, and other public and private third parties. Governmental and regulatory authorities may increasingly use existing ownership disclosure and CON requirements to increase transparency of private equity ownership and control entry of healthcare companies, including EMS providers. Any failure to comply with these disclosure requirements could result in monetary penalties, exclusion from participation in Medicare, Medicaid, or other government programs, integrity oversight and reporting obligations, or reputational harm, any of which could materially and adversely impact our business, operations and financial condition. We expect that we will continue to be subject to heightened scrutiny by governmental and regulatory authorities and subject to legislation limiting healthcare-related acquisitions by private equity-backed companies. So long as we remain controlled by certain KKR Funds, we could be subject to increased regulation, prohibitions on certain agreements or transactions, and regulatory and public scrutiny, which could materially and adversely impact our business, operations and financial condition.

Our Processing of personal information, including PHI and PII, is subject to federal, state and certain international privacy and security laws and regulations, as well as other obligations, and our actual or perceived failure to comply with those laws, regulations and obligations or to adequately secure the information we hold could result in significant liability or reputational harm.

In the ordinary course of business, we may process personal information, including PHI and PII, and other sensitive information, which may include proprietary and confidential business data, trade secrets, sensitive third-party data, business plans, transaction information, and financial information.

Our data Processing activities may subject us to numerous data privacy and security obligations, such as various laws, regulations, guidance, industry standards, external and internal privacy and security policies, contractual requirements, and other obligations relating to data Processing, privacy and security, availability, integrity and protection of data, including personal, sensitive and other regulated information, such as PHI and PII. The scope of these laws and regulations are changing, subject to differing interpretations, and may be inconsistent from jurisdiction to jurisdiction. Compliance with state, federal and international privacy and security laws, rules and regulations, and contractual requirements could require us to take on more onerous obligations in our contracts, require us to engage in costly compliance exercises, or incur added legal costs, restrict our ability to collect, use and disclose data, impact our ability to use PHI, PII and other data for certain purposes, such as in connection with Machine Learning Technologies, or in some cases, impact our or our partners’ or service providers’ ability to operate in certain jurisdictions.

In the United States, federal, state, and local governments have enacted numerous data privacy and security laws, including sectoral specific privacy laws, data breach notification laws, personal data privacy laws, consumer health data and sensitive health information laws, consumer protection laws (e.g., Section 5 of the Federal Trade Commission Act), and other similar laws (e.g., wiretapping laws).

For example, HIPAA establishes national privacy and security standards for the protection of PHI by health plans, healthcare clearinghouses and certain healthcare providers, referred to as covered entities, the business associates with whom such covered entities contract for services, as well as covered subcontractors. HIPAA requires covered entities like us to develop and maintain policies and procedures with respect to PHI that is used or disclosed, adopt administrative, physical and technical safeguards to protect and ensure the security of such information, ensure the confidentiality, integrity and availability of electronic PHI, and notify certain individuals and entities in the event of a data breach. HIPAA also implemented the use of

 

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standard transaction code sets and standard identifiers that covered entities must use when submitting or receiving certain electronic healthcare transactions, including activities associated with the billing and collection of healthcare claims.

Violations of HIPAA may result in significant civil, criminal and administrative penalties. A single breach incident can result in violations of multiple standards. HIPAA also authorizes state attorneys general to file suit on behalf of their residents. Penalties will vary significantly depending on factors, such as the date of the violation, whether the covered entity knew or should have known of the failure to comply and whether the failure was due to willful neglect. Further, a person who knowingly obtains or discloses individually identifiable health information in violation of HIPAA may face a criminal monetary penalty and imprisonment up to one year. The criminal penalties increase if the wrongful conduct involves false pretenses and further increase if the wrongful conduct involves the intent to sell, transfer or use identifiable health information for commercial advantage, personal gain or malicious harm. The DOJ is responsible for criminal prosecutions under HIPAA. Courts may award damages, costs and attorneys’ fees related to violations of HIPAA in such cases. While HIPAA does not create a private right of action allowing individuals to sue HIPAA-covered entities like us in civil court for violations of HIPAA, its standards have been used as the basis for duty of care in state civil suits such as those for negligence or recklessness in the misuse or breach of PHI. HHS has the discretion to impose penalties without attempting to first resolve violations. HHS enforcement activity can result in financial liability and reputational harm, and responses to such enforcement activity can consume significant internal resources. In addition, HIPAA mandates that the Secretary of HHS conduct periodic compliance audits of HIPAA-covered entities or business associates for compliance with HIPAA’s privacy and security standards. It also tasks HHS with establishing a methodology whereby harmed individuals who were the victims of breaches of unsecured PHI may receive a percentage of the civil monetary penalty fine paid by the violator. From time to time, we are engaged in responding to investigations by the HHS Office for Civil Rights with respect to alleged HIPAA violations. We believe our potential liability with respect to such investigations currently pending is not material to our financial position.

HIPAA further requires that patients be notified of any unauthorized acquisition, access, use or disclosure of their unsecured PHI that compromise the privacy or security of such information, with certain exceptions related to unintentional or inadvertent use or disclosure by employees or authorized individuals. HIPAA specifies that such notifications must be made “without unreasonable delay and in no case later than 60 calendar days after discovery of the breach,” but many state breach notification laws require notifications to be made within shorter timelines. All 50 states and the District of Columbia have enacted breach notification laws that may require us to notify patients, employees or regulators in the event of unauthorized access to or disclosure of personal or confidential information experienced by us or our service providers. States have been frequently amending existing laws, requiring attention to changing regulatory requirements. We may also be contractually required to notify patients or other counterparties of a security breach. Under HIPAA, if a breach affects 500 patients or more, it must be reported to HHS without unreasonable delay, and HHS will post the name of the breaching entity on its public web site. Breaches affecting 500 patients or more in the same state or jurisdiction must also be reported to the local media. If a breach involves fewer than 500 people, the covered entity must record it in a log and notify HHS at least annually.

We may also be required to undertake compliance and other efforts to protect U.S. data from potential domestic and foreign threats. For example, the DOJ recently issued final regulations on bulk U.S. sensitive personal data and government-related data that prohibit or restrict U.S. persons from knowingly directing or engaging in defined classes of transactions that allow persons in “countries of concern” ​(China, including Hong Kong and Macau, Russia, Iran, North Korea, Cuba and Venezuela) or those otherwise deemed a “covered person” access to bulk U.S. sensitive personal data and U.S. government-related data. Violations of the regulations can result in civil and criminal penalties. The regulations may further complicate compliance efforts and increase legal risk and compliance costs for us and the third parties upon whom we rely.

Many states in which we operate also have state laws that protect the privacy and security of personal information, such as the California Consumer Privacy Act of 2018, as amended by the California Privacy Rights Act of 2020 (collectively, the “CCPA”). These laws may be similar to or even more protective than HIPAA. Where state laws are more protective than HIPAA, we must comply with their stricter provisions. Not only may some of these state laws impose fines and penalties upon violators, but some may afford private

 

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rights of action to individuals who believe their PII or PHI has been misused. For example, California’s Confidentiality of Medical Information Act (“CMIA”) places restrictions on the use and disclosure of medical information. Violations of the CMIA can result in criminal, civil and administrative sanctions, and the CMIA also provides individuals a private right of action with respect to disclosures of their medical information that violate CMIA.

Further, the CCPA has increased the privacy protections afforded to California residents with respect to PII that is not subject to and handled in compliance with HIPAA, and limits how we may process the PII of California residents by, among other things, establishing data privacy rights for such residents and a regulatory agency dedicated to enforcing compliance with the CCPA.

Other states have also passed comprehensive privacy laws that are enforceable and in effect, and similar laws are being considered in several other states, as well as at the federal and local levels. Certain states have also enacted new laws regulating specific types of personal information, such as sensitive health information and consumer health data, including the Washington My Health My Data Act and Nevada’s Senate Bill 370. These laws impose, among other things, notice and consent obligations, prohibit certain personal information processing, and/or provide a private right of action. As a result, our processing of health data in such states may subject us to additional compliance obligations and expose us to increased risk of liability. Where these laws are more protective of individual privacy than HIPAA, we have to comply with their stricter requirements. However, several of the state laws include an exemption for entities that are subject to HIPAA. Others, including the CCPA and the Washington My Health My Data Act, include exemptions for PHI protected under HIPAA, but other data that is not subject to HIPAA (such as employee data, business data, and marketing data) remains subject to the state laws’ requirements. These developments reflect a trend toward more stringent privacy legislation in the United States and may further complicate compliance efforts and increase legal risk and compliance costs for us and the third parties upon whom we rely.

Additionally, the FTC and many state attorneys general are interpreting existing federal and state consumer protection laws to impose evolving standards for the online collection, use, dissemination, and security of health-related and other PII. Courts may also adopt standards for fair information practices promulgated by the FTC, which concern consumer notice, choice, security and access. Consumer protection laws require us to publish statements that describe how we handle PII and choices individuals may have about the way we handle such information. If such information that we publish is considered untrue, we may be subject to government claims of unfair and deceptive trade practices, which could lead to significant liabilities and consequences. Furthermore, according to the FTC, violating consumers’ privacy rights or failing to take appropriate steps to keep consumers’ PII secure may constitute unfair acts or practices in or affecting commerce in violation of Section 5(a) of the FTC Act. The FTC has also taken actions under its health breach notification rule, based on actions such as disclosures of health and personal information to third parties, the failure to limit third-party use of health information and the failure to implement policies and procedures to prevent the improper or unauthorized disclosure of health information. Outside the United States, an increasing number of laws, regulations, and industry standards may govern data privacy and security, and may apply to our Processing of PII. For example, the European Union’s General Data Protection Regulation (“EU GDPR”), the GDPR as it forms part of the laws of England and Wales, Scotland and Northern Ireland by virtue of Section 3 of the European Union Withdrawal Act 2018 (as amended) and the Data Protection Act 2018, Canada’s Personal Information Protection and Electronic Documents Act, and Australia’s Privacy Act impose strict requirements regarding the Processing of PII, and provide consumers with certain rights with respect to their data.

In addition to data protection laws and regulations, we are subject to self-regulatory standards and industry certifications that may apply to us. For instance, since we accept debit and credit cards for payment, we are therefore subject to the Payment Card Industry Data Security Standard, that contains compliance guidelines and standards with regard to our security surrounding the physical and electronic Processing of cardholder data. See “— Risks Related to Our Business — We are subject to risks related to payment processing.”

We may also publish privacy policies and marketing materials, and other statements regarding data privacy and security. If these policies, materials or statements are found to be deficient, lacking in transparency, deceptive, unfair, or misrepresentative of our practices, or out of compliance with any

 

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applicable laws or regulations, we may be subject to investigation, enforcement actions by regulators, litigation, or other adverse consequences.

Further, under various privacy laws and other obligations, we may be required to obtain certain consents to process PII, including through the use of any tracking technologies on our website. Our inability or failure to do so could result in adverse consequences, including fines, penalties, or litigation.

Obligations related to data privacy and security are quickly changing, becoming increasingly stringent, and creating regulatory uncertainty. The interplay of federal, state and international laws may be subject to varying interpretations by courts and government agencies, creating complex compliance issues for us and our clients and potentially exposing us to additional expense, adverse publicity and liability. We cannot be sure how these regulations will be interpreted, enforced or applied to our operations. We may also be subject to contractual obligations related to data privacy and security, which may be more stringent than or different from our obligations under applicable laws. Preparing for and complying with all these legal and contractual obligations may require us to engage in costly compliance exercises or incur added legal costs, devote significant resources, may necessitate changes to our services, IT systems, policies, procedures or business practices, restrict our ability to collect, use and disclose data, and in some cases, impact our or our partners’ or service providers’ ability to operate in certain jurisdictions. We may at times fail (or be perceived to have failed) in our efforts to comply with our data privacy and security obligations given the challenges in complying with constantly evolving and more stringent obligations. Moreover, despite our efforts, our personnel or third parties on whom we rely on may fail to comply with such obligations, which could negatively impact our business operations or reputation. In addition to the risks associated with enforcement activities and potential contractual liabilities, our ongoing efforts to comply with evolving federal, state and international laws and regulations may be costly and require ongoing modifications to our policies, procedures and systems. We may not remain in compliance with diverse privacy requirements in all of the jurisdictions in which we do business. Claims that we have violated individuals’ privacy rights, failed to comply with data protection laws or breached our contractual obligations, even if we are not found liable, could be expensive and time-consuming to defend and could result in adverse publicity that could harm our business.

Fines, penalties, and other potential costs (including as arising from litigation) for failing to comply with privacy obligations may be significant. For example, the CCPA provides for civil penalties of up to $2,500 per violation (or $7,500 per willful violation) and allows private litigants affected by certain data breaches to recover significant statutory damages. Under the EU GDPR, companies may face temporary or definitive bans on data Processing and other corrective actions; fines of up to 20 million Euros or 4% of annual global revenue, whichever is greater; or private litigation related to Processing of PII brought by classes of data subjects or consumer protection organizations authorized at law to represent their interests.

If we or the third parties on which we rely fail, or are perceived to have failed, to address or comply with applicable data privacy and security obligations, we could face significant consequences, including but not limited to: government enforcement actions (e.g., investigations, fines, penalties, audits, and inspections); litigation (including class-action claims); additional reporting requirements or oversight; bans on Processing certain PII; and orders to destroy or not use PII. Any of these events could have a material adverse effect on our reputation, business or financial condition.

Increased governmental requirements or failure to comply with existing governmental requirements for flight operations by our subordinate Part 135 operators could increase our costs or reduce our ability to operate successfully.

Our certificate-holding subordinates are regulated by numerous federal and state agencies. All of their flight operations are regulated by the FAA and the U.S. Department of Transportation (“DOT”). All aircraft are operated by, and subject to the operational control of, our certificate-holding subordinates that hold required FAA and DOT certificates and authorities. Flight operations to and from foreign countries are also subject to the rules of the foreign country in which the flight is conducted, as well as international rules and treaties. Aircraft accidents are subject to the jurisdiction of the National Transportation Safety Board (“NTSB”) or the jurisdiction of the authorities of the foreign country where the accident occurred. Standards relating to workplace health and safety are monitored by the federal Occupational Safety and Health Administration (“OSHA”). The Department of Homeland Security’s Transportation Security Administration (“TSA”) conducts inspections to identify violations and improve security for domestic airports, including

 

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certain hangars at airports and passenger air carriers. If TSA identifies a violation, it can take enforcement actions ranging from counseling to civil penalties. We are also subject to various federal, state and local environmental requirements.

The FAA and DOT have jurisdiction over many aspects of our business. The FAA has jurisdiction over flight operations and aircraft repair, including flight crews, maintenance personnel, aircraft operations and maintenance and ground facilities. The DOT has jurisdiction over economic authority to provide air transportation. Our certificate-holding subordinates are required to have a Part 119 air carrier certificate and Part 135 operations specifications issued by the FAA and a current Part 298 air taxi registration filed with and approved by the DOT to transport personnel and property in our helicopters. A Part 145 repair station certificate and operations specifications issued by the FAA are required to perform work as a repair station. The air carrier certificate, Part 298 air taxi registration, and repair station certificate are potentially subject to amendment, suspension or revocation in accordance with procedures set forth in the Federal Aviation Act of 1958, as amended, and Title 14 of the Code of Federal Regulations (the “Federal Aviation Regulations” or “FARs”).

The FARs impose requirements and obligations on air carriers and repair stations, including in the areas of equipment, training, pilot qualifications, pilot flight and duty time, maintenance, maintenance personnel training and eligibility, drug and alcohol testing, and operations. In addition to the requirements and obligations applicable to air carriers generally, the FAA imposes specific regulatory requirements on helicopter air ambulance equipment, operations, and training through Subpart L of 14 C.F.R. Part 135. For example, certificate holders authorized to conduct helicopter air ambulance operations, with 10 or more helicopter air ambulances assigned to the certificate holder’s operations specifications, must now have an operations control center. The operations control center must be staffed by specially trained operations control specialists who are subject to the same drug and alcohol testing requirements as pilots.

The FAA requires us to file reports confirming our continued compliance, and the DOT requires us to amend and update our Part 298 air taxi registrations in certain circumstances. The FAA conducts regular inspections regarding the operations, maintenance, safety, training, and general regulatory compliance of our U.S. aviation operations. In addition, the FAA may revise its regulations and impose additional requirements on air carriers with respect to safety programs, safety equipment, training and flight or duty time for pilots, and compliance with such requirements would require additional capital expenditures.

For example, in May 2023, the FAA directed Part 135 operators to develop and implement Safety Management Systems (“SMS”), no later than May 28, 2027, that include safety policy, safety risk management, safety assurance, and safety promotion components. With the exception of two subsidiaries that operate under a Part 5 SMS, all of our other Part 135 operators have developed and implemented SMS programs that comply with the requirements of 14 C.F.R. Part 5, and have submitted statements of compliance to FAA.

Federal law requires that U.S. air carriers be citizens of the United States as defined in 49 U.S.C. § 40102(a)(15) and interpreted by the DOT. For example, for a corporation to qualify as a U.S. citizen: (i) it must be organized under the laws of the United States, a U.S. state, the District of Columbia or a territory or possession of the United States; (ii) the president and at least two-thirds of the directors and other managing officers of the corporation must be U.S. citizens; (iii) at least 75% of the voting interest of the corporation must be owned and controlled by U.S. citizens; and (iv) the corporation must be actually controlled by U.S. citizens. If we are unable to satisfy the FAA and DOT requirements, the DOT and FAA may bring an enforcement action to suspend or revoke the operating authorities of our Part 135 operators or seek civil penalties. See “Risk Factors — Regulations limit foreign ownership of the Company, which could reduce the price of our Class A common stock and cause owners of our Class A common stock who are not U.S. persons to lose their voting rights” and “Description of Capital Stock — Foreign Ownership Limitation” for additional information.

In addition to economic licensing and citizenship issues, the DOT also has jurisdiction over consumer protection issues in air transportation. For example, the DOT can bring enforcement actions against air ambulance operators for misrepresenting the type of authority they have in advertisements or company websites.

 

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New aviation safety standards and equipment can also be required by law. As a result of the January 2025 midair collision between an airliner and a military helicopter near Reagan Washington National Airport, Congress is considering the “Rotorcraft Operations Transparency and Oversight Reform Act” or ROTOR Act (S. 2503) mandating that aircraft operating in controlled airspace must be equipped with Automatic Dependent Surveillance — Broadcast (ADS-B) “In” ​(to receive signals from other aircraft and air traffic control) in addition to the previously required ADS-B “Out” ​(to send signals). The ROTOR Act also directs FAA to conduct a nationwide safety evaluation of helicopter routes near airports.

Compliance with these requirements is costly, and any change in requirements from any of the above agencies could significantly increase our costs. Furthermore, failure to comply with such requirements could result in fines, penalties, injunctions or suspension or revocation of required authorities and certificates, which could adversely impact our operations.

New or existing environmental requirements and liabilities may increase our costs and adversely affect us.

Our operations are subject to environmental laws and regulations in the jurisdictions in which we operate. These laws and regulations, among other things, impose noise limits, including on our helicopters and other aircraft, and limits on air emissions from our aircraft, vehicles and equipment, and establish standards for managing hazardous substances we use and wastes and wastewater that we generate, including from the operation and maintenance of our helicopters and other aircraft and vehicles, as well as the storm water discharge from our properties. If we fail to comply with applicable environmental laws and regulations, governmental authorities may take action against us that could adversely impact us, such as issuing administrative, civil and criminal penalties, or denying, revoking or modifying permits or other authorizations. Environmental laws and regulations change frequently, which may result in unanticipated costs to us and may impact our future operations. For example, we may need to spend substantial sums for new equipment, face increased cost for new aircraft, make operational changes or take other actions to comply with new requirements.

We may also be subject to liability for investigation and cleanup costs, personal injuries or property damages, natural resource damages and other damages arising out of contamination for which we may be responsible, including at currently or formerly owned or operated facilities and at off-site disposal sites. Some of our operations, such as vehicle fueling and bulk storage of fuel, involve heightened risk of such contamination. Under some environmental laws, liability may be joint and several and may be found even though the conduct resulting in contamination was lawful at the time or was caused by others. Contamination, or the failure to properly clean up contaminated property, may also adversely affect the ability of a property owner to use such property as collateral for indebtedness or to sell such property.

These laws and regulations, including changes in them or their enforcement, or the occurrence of new conditions or discovery of previously unknown conditions for which we may be liable, could have a material adverse effect on our business, financial condition, results of operations and cash flows.

Increased federal and state OSHA requirements could increase our costs and increase management burden.

Increased federal and state OSHA requirements and enforcement related to a number of issues, including heat injury and illness prevention, workplace violence prevention, and emergency responders could increase our costs and increase management burden. Standards relating to workplace health and safety are regulated by the federal Occupational Safety and Health Administration for certain states and state OSHA plans apply in other states. There are varying requirements depending upon the specific OSHA plan (state-specific or federal). We must comply with all of the mandated requirements in our service areas.

Certain state plans have implemented heat injury and illness prevention plan requirements. On August 30, 2024, federal OSHA published a notice of proposed rulemaking for Heat Injury and Illness Prevention in Outdoor and Indoor Work Settings. Given the coverage of both indoor and outdoor workplaces and the prescriptive nature of the proposed rule, if adopted, it could affect our operations, including deployments during periods of elevated temperatures, particularly in southern geographies. It is unclear whether the rule will be adopted as proposed, if at all. The scope, timing and final content of any such rule remain uncertain and may differ from the proposal. If federal OSHA implements such a standard, we could experience

 

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increased compliance obligations and associated costs and heightened enforcement activity, any of which could adversely affect our operations.

On January 26, 2023, OSHA issued new enforcement memoranda that went into effect on March 27, 2023 related to the “instance-by-instance” ​(“IBI”) citation policy that has been in place since 1990. The guidance issued in 1990 reserved the use of IBI citations to circumstances in which the violations of OSHA standards were classified as “egregious willful” and a fatality or catastrophe was the basis for issuing citations. Egregious willful classification is defined as those instances where the employer, intentionally, through conscious, voluntary action or inaction, made no reasonable effort to eliminate the known violation and the violations resulted in worker fatalities, a worksite catastrophe, or a large number of injuries or illnesses.

The recent change to the policy encourages the use of IBI citations in any circumstance where the verbiage of the associated violation is such that it lends itself to IBI citations, even if the classification of the citation is “other-than-serious” ​(the lowest level citation issued by OSHA). The standards specifically referenced in the enforcement memoranda include machine guarding, lockout tagout, and respiratory protection. On January 15, 2025, the maximum penalties for other-than-serious and serious citations increased to $16,550 and for willful citations to $165,514. The IBI citation policy and the increased per citation penalties create potential exposure for us even in the event of an unwitting failure to comply with OSHA requirements.

On February 5, 2024, OSHA published a notice of proposed rulemaking concerning a new safety and health standard (referred to as the Emergency Response Standard) designed to replace the Fire Brigades Standard originally promulgated in 1980. The new Emergency Response Standard would update safety and health protections to conform with nationally accepted standards (NFPA) for a broader range of workers exposed to occupational hazards that arise during emergencies. Workers who provide EMS and technical search and rescue are now covered under the scope of the new rule, in addition to workers who provide firefighting services.

The proposed rule requires covered employers to conduct a baseline medical screening for all emergency responders, as well as repeated screenings conducted at least biennially. In addition, covered employers would be required to provide continued medical surveillance of such responders that are exposed to combustion products more than fifteen times annually. The medical screenings would be required to be provided at no cost to team members or responders, and without loss of pay. These testing requirements, which also apply to new hires, could result in significantly increased costs. Employers would also be required to provide minimum behavioral health resources to responders, such as diagnostic assessment, short-term counseling, crisis intervention, as well as referral services at no cost to the responder or team member (or identify where such resources are available at no cost in the community). Protective clothing and equipment, vocational training, record keeping, and incident management system requirements are among the many other changes included in the proposed rule. If finalized, we may be subject to significant and ongoing compliance costs. The proposed rule is subject to a public comment period that was extended several times through July 22, 2024. Public hearings were held November 12-December 14, 2024, and there has been no public activity since then.

We are subject to anti-corruption, anti-bribery, economic sanctions, and similar laws and regulations in various jurisdictions in which we operate.

We are subject to anti-corruption, anti-bribery and similar laws and regulations in various jurisdictions in which we operate, including the FCPA, the U.K. Bribery Act 2010 and other anti-corruption laws and regulations. These laws generally prohibit us and our officers, directors, employees and business partners acting on our behalf, including agents, from corruptly offering, promising, authorizing or providing anything of value to a “foreign official” for the purpose of influencing official decisions or obtaining or retaining business or otherwise obtaining favorable treatment. We are also subject to the jurisdiction and regulatory oversight of governments and regulatory bodies around the world, which may bring our officers, directors, employees and business partners acting on our behalf, including agents, into contact with government officials responsible for issuing or renewing permits, licenses or approvals or for monitoring compliance and enforcing other governmental laws and regulations. Additionally, our business is subject to certain U.S. and non-U.S. laws and regulations related to economic sanctions, export controls, and similar trade controls,

 

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which may limit certain business opportunities or delay or restrict our ability to contract or engage with potential foreign customers or suppliers. We maintain policies and procedures designed to comply with applicable sanctions and anti-corruption laws and regulations. However, we cannot provide assurance that our internal controls and compliance systems will always protect us from liability for acts committed by employees, agents or business partners of ours (or of businesses we acquire or partner with) that would violate U.S. and/or non-U.S. laws. Any such improper actions or allegations of such acts could subject us to significant sanctions, including civil or criminal fines and penalties, disgorgement of profits, injunctions and debarment from government contracts, as well as related stockholder lawsuits and other remedial measures, all of which could adversely affect our reputation, business, financial condition, results of operations and cash flows. Investigations of alleged violations can also be disruptive and cause us to incur significant legal and investigatory fees.

If tax laws change or we experience adverse outcomes resulting from examination of our tax returns or disagreements with taxing authorities, it could adversely affect our business, financial condition, and results of operations.

We are subject to federal, state, and local tax laws and regulations in the United States. The application and interpretation of these laws in different jurisdictions affect our operations in complex ways and are subject to change, and some changes may be retroactively applied. Legislation has been previously proposed that includes, among other changes, increases in the corporate and capital gains rates and an overhaul of the international tax rules. It is unclear whether any such legislation will be enacted into law or, if enacted, what form it would take, and it is also unclear whether there could be regulatory or administrative action that could affect U.S. tax rules. President Trump recently signed into law the “One Big Beautiful Bill Act” ​(as defined above, the “OBBBA”) which includes several new provisions (and other amendments) to the Internal Revenue Code of 1986, as amended (the “Code”). Our future effective tax rates and the value of our deferred tax assets could be adversely affected by historical changes in tax laws, including the continuing impacts of the Tax Cuts and Jobs Act of 2017, the Coronavirus Aid, Relief and Economic Security Act of 2020, the Inflation Reduction Act of 2022, and the OBBBA. Future changes by the United States to existing U.S. tax laws could increase our tax obligations or require us to change the manner in which we operate our business.

In addition, we are subject to the examination of our income and other tax returns by the Internal Revenue Service and other tax authorities. We regularly assess the likelihood of adverse outcomes resulting from such examinations to determine the adequacy of our provision for income taxes. Although we believe we have made appropriate provisions for taxes in the jurisdictions in which we operate, changes in the tax laws, or challenges from tax authorities under existing tax laws could adversely affect our business, financial condition, and results of operations.

Our inability or failure to obtain, maintain, protect or enforce our intellectual property rights could adversely affect our business.

Our success depends in part on our ability to obtain, maintain, protect and enforce our intellectual property and other proprietary rights. We generally rely on a combination of trademark, trade secret and other intellectual property laws, as well as contractual protections, such as confidentiality and invention assignment agreements, to establish and protect our intellectual property rights. However, these laws, procedures and agreements provide only limited protection and may not be adequate to protect any of our intellectual property rights from being challenged, invalidated, circumvented, infringed, diluted or misappropriated. While it is our policy to protect and defend our rights to our intellectual property, we cannot predict with certainty whether the steps we take will be adequate to prevent infringement, dilution, misappropriation or other violation of our intellectual property rights, or that we will be able to successfully enforce our rights. Further, efforts to monitor the infringement, dilution, misappropriation or other violation of our intellectual property rights by third parties are difficult, expensive and time-consuming, and there can be no assurance that we will be able to prevent third parties from infringing, diluting, misappropriating, or otherwise violating our intellectual property rights without our knowledge. Our failure to obtain or maintain adequate protection of our intellectual property rights for any reason could have a material adverse effect on our business, financial condition, results of operations and cash flows.

 

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We rely on our trademarks, service marks, trade names and brand names to distinguish our services and solutions from those of our competitors. We have registered or applied to register certain of these trademarks, but our trademark applications may not mature to registration or we may not be able to otherwise obtain adequate trademark protection. Parties have brought, and may in the future bring opposition, cancellation or similar adversarial proceedings against our trademark registrations and applications or otherwise challenge our use of our trademarks. In the event that our trademarks are successfully challenged, we could be forced to rebrand our services or solutions, which could result in loss of brand recognition and could require us to devote resources to develop, advertise and market new brands. If we are unable to protect our rights in our trademarks, third parties may file for registration of trademarks similar or identical to our trademarks, thereby impeding our ability to build brand identity and possibly leading to market confusion. Further, we cannot assure you that competitors will not infringe, dilute or misappropriate our trademarks or that we will have adequate resources to enforce our trademarks.

We protect certain of our unpatented know-how, technology and other proprietary information as trade secrets. However, trade secret protection is risky and uncertain, and the disclosure or independent development by a third party of our proprietary technology could have a material adverse impact on our business and results of operations. We seek to protect our trade secrets by entering into confidentiality agreements with our employees, consultants, subcontractors, clients or other parties who have access to such information, as well as through other security measures. These agreements and security measures may be inadequate to protect access to our trade secrets or other proprietary confidential information from unauthorized use or disclosure. Not all of our employees, consultants, subcontractors, vendors and clients have executed such agreements, and those who have executed such agreements could breach those agreements. If any such breaches have occurred or occur in the future, we may not have adequate remedies for such breach or the scope of such agreements may be insufficient to protect our intellectual property rights. Enforcing a claim that a party illegally disclosed or misappropriated a trade secret is difficult, expensive and time-consuming, and a favorable outcome is not guaranteed. In addition, if any of our trade secrets were to be lawfully obtained or independently developed by a competitor, we would not have legal recourse to prevent such third party or those to whom they communicate such technology or information, from using that technology or information to compete with us.

Additionally, we cannot assure you that in those foreign jurisdictions in which we may conduct business the intellectual property protection and enforcement practices available to us will be as extensive as the protection and enforcement practices available to us in the United States. Governments may adopt regulations, and government agencies or courts may render decisions, requiring compulsory licensing of intellectual property rights.

If we do not obtain sufficient protection for our intellectual property or if we are unable to effectively maintain, enforce, protect or defend our intellectual property rights, our competitiveness could be impaired, which would limit our growth and future revenue. Any of the foregoing could have a material adverse effect on our business, financial condition, results of operations and cash flows.

We may become involved in lawsuits to protect or enforce our intellectual property, which could be expensive, time consuming, and unsuccessful, and any claims that we infringe, dilute, misappropriate or otherwise violate third parties’ intellectual property rights could have a material and adverse effect on our business.

From time to time, legal action by us may be necessary to protect and enforce our intellectual property and other proprietary rights. In order to protect our intellectual property rights, we may be required to spend significant resources to monitor and protect these rights, including asserting intellectual property infringement, dilution, misappropriation or other violation claims against third parties. Litigation brought to protect and enforce our intellectual property rights could be costly, time-consuming and distracting to management and could result in the impairment or loss of portions of our intellectual property rights. Furthermore, our efforts to enforce our intellectual property rights may be met with defenses, counterclaims and countersuits attacking the validity and enforceability of our intellectual property rights. Third parties may also separately challenge the validity and enforceability of our intellectual property in administrative and other legal proceedings. An adverse determination of any litigation proceedings could put our intellectual property at risk of being invalidated. Furthermore, because of the substantial amount of discovery required in connection with intellectual property litigation, there is a risk that some of our confidential or sensitive information could be compromised by disclosure in the event of litigation.

 

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We may also be subject to claims by third parties alleging that we have infringed upon, misappropriated, diluted or otherwise violated their intellectual property rights. Furthermore, we cannot guarantee that the operation of our business does not and will not infringe or violate the rights of third parties. We may not be aware that our services or technology are infringing, diluting, misappropriating, or otherwise violating third-party intellectual property rights. As one example, there may be issued patents of which we are not aware, held by third parties that, if found to be valid and enforceable, could be alleged to be infringed by our current or future services or technology. There may also be pending patent applications of which we are not aware that may result in issued patents, which could be alleged to be infringed by our current or future technologies or products. Because patent applications can take years to issue and are often afforded confidentiality for some period of time, there may currently be pending applications, unknown to us, that later result in issued patents that could cover our current or future solutions.

In addition, any litigation or proceedings to defend ourselves against allegations of infringement, dilution, misappropriation, or other violations of intellectual property rights, regardless of merit, could be costly, divert attention of management and may not ultimately be resolved in our favor. Many companies have the capability to dedicate substantially greater resources to enforce their intellectual property rights and to defend claims that may be brought against them, than we can. In addition, the outcome of litigation is uncertain, and if we are unable to successfully defend against claims that we have infringed, diluted, misappropriated or otherwise violated the intellectual property rights of others, we may be prevented from using certain intellectual property or offering certain services, or may be liable for damages, legal fees, settlement payments or other costs, which in turn could materially adversely affect our business, financial condition, results of operations and cash flows. For example, third parties asserting claims could secure a judgment awarding substantial damages, as well as injunctive or other equitable relief against us, which could require us to redesign or reengineer all or a portion of our technology (which may not be economically feasible) and/or effectively block our ability to make, use, sell, distribute or market our services or technology in the United States or other countries. Further, if we are required to obtain a license from any third party, such license may not be available on commercially reasonable terms, or at all. Even if we were able to obtain a license, it could be non-exclusive, thereby giving our competitors and other third parties access to the same technologies licensed to us. If we are unable to obtain the necessary licenses or other rights, we may be forced to acquire or develop alternate technology, which could be costly, time-consuming or impossible. Any of the foregoing could have a material adverse effect on our business, financial condition, results of operations and cash flows.

Actions taken by the Trump administration and congressional initiatives remain uncertain and could impact our business.

The current Trump administration has announced, and began implementing, several policy changes through executive orders, tariffs and other means, such as restructuring and eliminating various federal government agencies and departments, reducing funding and work force, and evaluating whether certain agencies serve their functions. Congress must also pass resolutions and legislation related to the federal budget, debt limit, federal revenue and spending, and statutory structures of government agencies. We cannot predict the changes that will be implemented or their impact on the Company at this time; however, we monitor and evaluate proposed and implemented changes for possible impact on the Company, including that: (1) the Company holds the FEMA disaster response contract for ambulance services, and changes to FEMA, including proposed reductions in funding, the current reductions in work force, additional requirements for contract approvals and renewals, and changes to FEMA’s role in disaster response as compared to the role of state and local governments, could negatively impact our disaster response contract and revenue derived therefrom; and (2) a substantial amount of the Company’s revenue comes from Medicare, state Medicaid programs and health insurance marketplace (exchange) plans. Changes in funding or eligibility for any of those programs, such as the expiration of federal premium tax credits that occurred at the end of 2025 as a result of the OBBBA, and subsequent increases in ACA plan premiums and increases in the number of uninsured individuals, could impact our revenue. The OBBBA included provisions affecting Medicare and Medicaid, and measures that are expected to reduce federal Medicaid spending, the services covered by Medicaid, and the number of individuals enrolled in Medicaid as a result of work requirements and other stricter eligibility and enrollment requirements, which could have material and adverse effects on our business, financial condition, results of operations and cash flows. See “— If Medicare,

 

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Medicaid or other governmental rates for our services are reduced, or if related funding for our services is limited, or if the number of individuals eligible for Medicare and Medicaid programs is reduced, our business may be adversely impacted.”

In addition, the administration has imposed broad-based tariffs on imported goods, which have increased the cost of select equipment and supplies, including aircraft, aircraft parts and ground ambulance components we use. As a general matter, aircraft products and parts are typically exempt or otherwise excluded from tariffs, but there can be no assurance that such exemptions will remain in place in the future. In response, several countries have imposed, or threatened to impose, reciprocal tariffs on imports from the U.S. and other retaliatory measures that negatively impact supply chains and increase the costs for affected imported goods, which could also affect the cost of our equipment and supplies. Various modifications and delays to the U.S. tariffs have been announced and further changes are expected to be made in the future, which may include additional sector-based tariffs or other measures. The ultimate impact remains uncertain and will depend on several factors, including whether additional or incremental U.S. tariffs or other measures are announced or imposed, to what extent other countries implement tariffs or other retaliatory measures in response, and the overall magnitude and duration of these measures. If disputes and conflicts further escalate, actions by the governments in response could be significantly more severe and restrictive. Trade disputes, tariffs, restrictions and other political tensions between the U.S. and other countries may also exacerbate unfavorable macroeconomic conditions including inflationary pressures, foreign exchange volatility, financial market instability, and economic recessions or downturns. The ultimate impact of current or future tariffs and trade restrictions remains uncertain. While we actively monitor these risks and manage our supply chains accordingly, prolonged economic or geopolitical disruptions could adversely affect our business, ability to access the capital markets or other financing sources, results of operations, financial conditions and prospects. In addition, tariffs and other trade developments have and may continue to heighten the risks related to the other risk factors described elsewhere in this prospectus. The ultimate outcome and consequences of the implementation of tariffs or other restrictive trade measures by the U.S. and other countries (including in the form of reciprocal measures) remains highly uncertain. Any trade wars, through the implementation of tariffs or otherwise, could materially and adversely affect us, directly and indirectly, including by adversely impacting the supply chains for our operations, declining consumer confidence, inflation, lower economic expectations, and increasing the costs of services we provide.

Pandemics, epidemics, outbreaks of an infectious disease or other public health crises could adversely affect, our business and results of operations.

Pandemics, epidemics, outbreaks of an infectious disease or other public health crises can impact the demand for our ground or air services, increase our operating expenses, including the cost of personal protective equipment and disinfectant, costs of quarantined employees, information technology costs to support administrative personnel in remote working environments and disrupt international supply chains, impacting the availability and cost of medical supplies used in providing our services, as well as the availability of larger asset purchases (including vehicles and components for these assets) that we undertake in the ordinary course of business. Staffing shortages from personnel quarantine, retention and competitive hiring by other healthcare providers impact the number of ambulances operating within contract requirements and may adversely impact response times to communities and increase liquidated damages and contract retention. We may be more vulnerable to the effects of a public health emergency than other businesses due to the physical proximity required by our operations. Our nurses, paramedics, emergency medical technicians and other employees are also at greater risk of contracting contagious diseases due to their increased exposure to patients and the essential nature of their work or if they do not follow proper personal protective equipment and safety protocols. If there is a reduction in our available healthcare providers due to concerns around a disease outbreak or related risks or if substantial numbers of our healthcare providers were to contract a disease or otherwise be required to quarantine due to exposure to a contagious disease, our ability to provide services to our patients may be significantly interrupted or suspended. A pandemic or an epidemic outside of the United States could also adversely impact our business in ways that are difficult to predict, including, for example, through the disruption of pharmaceutical and medical supply chains. Any of these factors could have a material adverse effect on our business, financial condition, results of operations and cash flows.

 

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Our business and properties may be affected by natural disasters and terrorist activity, and any such event may adversely affect our financial results.

Certain natural disasters could cause us to be unable to operate from certain locations. Events such as hurricanes, extensive flooding, earthquakes or other natural events could cause damage to our facilities, aircraft or ground ambulance units and could create situations where we are unable to operate over large areas. Each of these events, depending on their duration, could materially adversely affect our results of operations. In recent years, for example, major hurricanes impacted air operations in the southern United States, and fires in California impacted our operations in the western United States. If similar events were to occur in the airspace in which we operate, it could cause us to be unable to fly until weather conditions improve. In addition, inadequate preparedness, contingency planning, insurance coverage or recovery capability in relation to a major incident or crisis may prevent operational continuity and consequently impact the reputation of our businesses.

Terrorist acts could adversely affect our ability to operate some or all of our business. For example, after the terrorist attacks on September 11, 2001, the FAA ordered every aircraft in the United States to land and did not permit any new flights until September 13, 2001. If a similar terrorist attack were to occur again, the FAA could again ground all aircraft in the United States. Terrorist incidents could occur at one of the locations at which we base our aircraft, which could affect our ability to operate from that base. Additionally, terrorist incidents could result in our being required to comply with new security measures, which could increase our costs of operations.

Risks Related to Our Indebtedness

Our substantial indebtedness could adversely affect our financial condition.

We have a substantial amount of indebtedness, which will require interest and principal payments. As of December 31, 2025, we had approximately $4,899 million of long-term indebtedness, including interest but excluding finance lease obligations, and we had additional borrowing capacity of $695.1 million, subject to the borrowing base, under the A&R ABL Facility after giving effect to $104.9 million of outstanding letters of credit issued thereunder. Our and our subsidiaries’ substantial indebtedness could have important consequences, including the following:

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making it more difficult for us to satisfy our debt obligations;

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continuing to require us and certain of our subsidiaries to dedicate a substantial portion of our cash flow from operations to the payment of our indebtedness, thereby reducing the funds available for operations and any future business opportunities;

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limiting flexibility in planning for, or reacting to, changes in our business or the industry in which we operate;

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placing us at a competitive disadvantage compared to our competitors that have less indebtedness;

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increasing our vulnerability to adverse general economic or industry conditions, including in the event of a global pandemic or health crisis;

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making us and our subsidiaries more vulnerable to fluctuations in interest rates, as borrowings under our Senior Secured Credit Facilities are at variable rates; and

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limiting our ability to obtain additional financing to fund working capital, capital expenditures, acquisitions or other general corporate requirements and increasing our cost of borrowing.

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These limitations could adversely affect our operating performance, growth, profitability and financial condition, which would make it more difficult for us to generate cash flow sufficient to satisfy our obligations under our indebtedness. Furthermore, the instruments governing our indebtedness contain restrictive covenants that limit our ability to engage in activities that may be in our long-term best interests. In addition, the Third A&R ABL Credit Agreement provides that GMR, Inc. must maintain a minimum fixed charge coverage ratio of 1.0:1.0 if excess liquidity falls below a specified threshold. See “Description of Certain Indebtedness — A&R ABL Facility” for additional information. Our failure to comply with such covenants in our debt instruments (including the minimum fixed charge coverage ratio covenant contained in the

 

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Third A&R ABL Credit Agreement) could result in an event of default which, if not cured or waived, could result in the acceleration of all or a portion of our outstanding indebtedness.

Despite our substantial level of indebtedness, we may be permitted to incur substantial indebtedness. This could further exacerbate the risks associated with our substantial indebtedness.

We and our subsidiaries may be able to incur substantial indebtedness in the future. As of December 31, 2025, we had additional borrowing capacity of $695.1 million, subject to the borrowing base, under the A&R ABL Facility after giving effect to $104.9 million of outstanding letters of credit issued thereunder. Although the documentation governing our existing indebtedness contains important restrictions on the incurrence of additional indebtedness, these restrictions are subject to certain qualifications and exceptions, and the indebtedness incurred in compliance with these restrictions could be substantial. Also, these restrictions do not prevent us or our subsidiaries from incurring obligations that do not constitute indebtedness. To the extent we and our subsidiaries incur further indebtedness, the substantial risks related to our level of indebtedness would increase.

In addition to our high level of indebtedness, we have significant obligations relating to aircraft finance leases and aircraft purchase commitments.

As of December 31, 2025, we had operating lease commitments of $228.8 million, related primarily to our real property and aircraft hangers. As of December 31, 2025, we had $96.8 million in finance lease commitments. As of December 31, 2025, 137 of our 513 aircraft were financed, which have terms ranging from 5 to 19 years. In addition, in 2025, we purchased 12 net new aircrafts and, as of December 31, 2025, we also had commitments to purchase aircraft totaling $356.2 million scheduled to be acquired from 2026 to 2031. We anticipate delivery of 38 new aircrafts between 2026 and 2027, the delivery of which is subject to the ability of aircraft manufacturers to deliver in accordance with schedule, which can be negatively impacted by various macro economic and geopolitical factors. Typically, we have financed these aircraft through either lease or debt agreements.

Our high level of fixed lease and aircraft purchase obligations require us to use a significant portion of cash generated by us to satisfy these obligations and could adversely impact our ability to obtain future financing to support expansion plans or other operational investments. We require substantial cash flows from operations to make payments under our finance and operating leases or to acquire new aircraft. If we are not able to make the required payments under the leases, the lenders or owners of the aircraft or hangars may, among other things, repossess those assets, which could adversely affect our ability to conduct our operations. In addition, our failure to make payments under our finance and operating leases could trigger defaults under other leases or under agreements governing our other indebtedness, which could cause the counterparties under those agreements to accelerate those obligations. If we decline to take delivery of the aircraft under purchase obligations due to the lack of available financing or for any other reason, we would forfeit any nonrefundable deposits we previously made to the aircraft manufacturers, which deposits totaled $34.4 million at December 31, 2025.

Our ability to service all of our indebtedness depends on many factors beyond our control, and if we cannot generate enough cash to service our indebtedness, we may be forced to take other actions to satisfy our obligations under our indebtedness, which may not be successful.

Our ability to make scheduled payments on or to refinance our obligations with respect to our indebtedness will depend on our financial and operating performance, which, in turn, is subject to prevailing general and regional economic, financial, competitive, legislative, legal, business and regulatory factors and other factors beyond our control, including the impact of global pandemics or health crises, such as the COVID-19 pandemic, and the availability of financing in the international banking and capital markets. We cannot assure you that our business will generate sufficient cash flow from operations or that future borrowings will be available to us in an amount sufficient to enable us to service our debt to refinance our debt or to fund our other liquidity needs. Moreover, we are a holding company, and accordingly, we are dependent upon distributions from our subsidiaries to make payments in respect of our consolidated indebtedness.

Cash flows from operations are the principal source of funding for us. Our business may not generate cash flow from operations in an amount sufficient to fund our liquidity needs. If our cash flows are

 

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insufficient to service our indebtedness we may be forced to sell assets, seek additional capital or restructure or refinance our indebtedness. Our ability to restructure or refinance our indebtedness will depend on the condition of the capital and credit markets and our financial condition at such time. Any refinancing of our indebtedness could be at higher interest rates and may require us to comply with more onerous covenants, which could further restrict our business operations and limit our financial flexibility. In addition, the terms of existing or future debt agreements may restrict us from adopting some of these alternatives. In addition, any failure to make payments of interest and principal on our outstanding indebtedness on a timely basis would likely result in a reduction of our credit rating, which could harm our ability to incur additional indebtedness. These alternative measures may not be successful and, as a result, our liquidity and financial condition could be adversely affected and we may not be able to meet our scheduled debt service obligations. If for any reason we are unable to meet our debt service obligations, we would be in default under the terms of the agreements governing our outstanding indebtedness. If such a default were to occur, the lenders under our Senior Secured Credit Facilities could elect to declare all amounts outstanding immediately due and payable, and the lenders would not be obligated to continue to advance funds under our Senior Secured Credit Facilities. If the amounts outstanding under our indebtedness were accelerated, our assets may not be sufficient to repay in full the money owed to our other debt holders and we could be forced into bankruptcy or liquidation.

The agreements governing our existing indebtedness impose significant operating and financial covenants and restrictions in the documents governing our indebtedness and other debt that we incur in the future may adversely affect our ability to finance our future operations or capital needs or engage in other business activities that may be in our interest, which may prevent us from capitalizing on business opportunities.

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The debt agreements governing our existing indebtedness impose significant operating and financial restrictions on us. These restrictions limit our ability to, among other things:

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incur or guarantee additional debt or issue disqualified stock or preferred stock;

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pay dividends and make other distributions on, or redeem or repurchase, capital stock;

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make certain investments;

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incur certain liens;

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enter into transactions with affiliates;

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merge or consolidate;

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materially change the nature of our business;

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amend, prepay, redeem or purchase certain subordinated debt;

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enter into agreements that restrict the ability of certain subsidiaries to make dividends or other payments to the Company; and

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transfer or sell assets.

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As a result of these restrictions, we are significantly limited as to how we conduct our business and we may be unable to raise additional debt or equity financing to compete effectively or to take advantage of new business opportunities. The terms of any future indebtedness we may incur could include more restrictive covenants. We cannot assure you that we will be able to maintain compliance with these covenants in the future and, if we fail to do so, that we will be able to obtain waivers from the lenders and/or amend the covenants.

Our failure to comply with the restrictive covenants described above, as well as other terms of our existing indebtedness and/or the terms of any future indebtedness from time to time could result in an event of default, which, if not cured or waived, could result in our being required to repay these borrowings before their due date. If we are forced to refinance these borrowings on less favorable terms or cannot refinance these borrowings, our results of operations and financial condition could be adversely affected.

Our failure to comply with the agreements relating to our outstanding indebtedness, including as a result of events beyond our control, could result in an event of default that could materially and adversely affect our results of operations and our financial condition and thus the value of our shares of common stock.

 

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If there was an event of default under any of the agreements relating to our outstanding indebtedness, the holders of the defaulted debt could cause all amounts outstanding with respect to that debt to be due and payable immediately. We cannot assure you that our assets or cash flows would be sufficient to fully repay borrowings under our outstanding debt instruments if accelerated upon an event of default. Further, if we are unable to repay, refinance or restructure our indebtedness under our secured debt, the holders of such debt could proceed against the collateral securing that indebtedness. In addition, any event of default or declaration of acceleration under one debt instrument could also result in an event of default under one or more of our other debt instruments, and we could be forced into bankruptcy or liquidation, adversely affecting the value of our shares of common stock.

Our variable rate indebtedness subjects us to interest rate risk, which could cause our debt service obligations to increase significantly.

Borrowings under our Senior Secured Credit Facilities are and will be at variable rates of interest and expose us to interest rate risk. If interest rates increase, our debt service obligations on the variable rate indebtedness would increase even though the amount borrowed remained the same, and our net income and cash flows, including cash available for servicing our indebtedness, would correspondingly decrease. Our variable rate indebtedness uses the Secured Overnight Financing Rate (“SOFR”).

Risks Related to this Offering and Ownership of Our Class A Common Stock

We will be a “controlled company” within the meaning of the rules of the NYSE and the rules of the SEC and, as a result, will qualify for, and intend to rely on, exemptions from certain corporate governance requirements. You will not have the same protections afforded to stockholders of other companies that are subject to such requirements.

After completion of this offering and the Concurrent Transactions (based on an assumed public offering price of $       per share of Class A common stock (which is the midpoint of the estimated offering price range shown on the cover page of this prospectus)), KKR Stockholder will beneficially own approximately      % of the voting power of our outstanding shares of common stock (or      % if the underwriters exercise in full their over-allotment option), assuming the exercise in full of all outstanding Company Warrants. As a result, we will be a “controlled company” within the meaning of the corporate governance standards of the NYSE. Under these rules, a company of which more than 50% of the voting power is held by an individual, group or another company is a “controlled company” and may elect not to comply with certain corporate governance requirements, including the requirement that:

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a majority of our board of directors consist of “independent directors” as defined under the rules of the NYSE ;

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our director nominees be selected, or recommended to our board of directors for selection, by a nominating/governance committee comprised solely of independent directors; and

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the compensation of our executive officers be determined, or recommended to our board of directors for determination, by a compensation committee comprised solely of independent directors.

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Following this offering, we intend to utilize these exemptions. As a result, (i) we may not have a majority of independent directors, (ii) our Human Capital and Compensation Committee may not consist entirely of independent directors, and (iii) director nominations may not be made, or recommended to the full board of directors, by our independent directors or by a nominating and governance committee that is comprised entirely of independent directors. Accordingly, you may not have the same protections afforded to stockholders of companies that are subject to all of the corporate governance requirements of the NYSE. These exemptions do not modify the independence requirements for our Audit Committee, and we expect to satisfy the member independence requirement for the Audit Committee prior to the end of the transition period provided under the NYSE listing standards and SEC rules and regulations for companies completing their initial public offering. See the section titled “Management — Board Leadership Structure and Our Board of Director’s Role in Risk Oversight — Audit Committee.”

 

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KKR Stockholder controls us, and its interests may conflict with yours in the future.

Immediately following this offering and the Concurrent Transactions (based on an assumed public offering price of $          per share of Class A common stock (which is the midpoint of the estimated offering price range shown on the cover page of this prospectus)), KKR Stockholder will beneficially own    % of the voting power of our outstanding shares of common stock (or    % if the underwriters exercise in full their over-allotment option), assuming the exercise in full of all outstanding Company Warrants. As a result, KKR Stockholder will be able to control the election and removal of our directors and thereby determine our corporate and management policies, including potential mergers or acquisitions, payment of dividends, asset sales, amendment of our certificate of incorporation or bylaws and other significant corporate transactions for so long as KKR Stockholder and the affiliated KKR Funds retain significant ownership of us. KKR Stockholder and the affiliated KKR Funds may also direct us to make significant changes to our business operations and strategy, including with respect to, among other things, new product and service offerings, team member headcount levels and initiatives to reduce costs and expenses. This concentration of our ownership may delay or deter possible changes in control of the Company, which may reduce the value of an investment in our Class A common stock. So long as KKR Stockholder and the affiliated KKR Funds continue to beneficially own a significant amount of our voting power, even if such amount is less than 50%, KKR Stockholder will continue to be able to strongly influence or effectively control our decisions and, so long as KKR Stockholder and the affiliated KKR Funds beneficially own at least 5% in voting power of all outstanding shares of our stock entitled to vote generally in the election of directors, KKR Stockholder will be able to nominate individuals to our board of directors under the Stockholders’ Agreement that we expect to enter into in connection with this offering. See “Certain Relationships and Related Party Transactions — Stockholders Agreement.” The interests of KKR Stockholder may not coincide with the interests of other holders of our common stock.

In the ordinary course of their business activities, KKR Stockholder and the affiliated KKR Funds may engage in activities where their interests conflict with our interests or those of our stockholders. Our amended and restated certificate of incorporation will provide that we will renounce any interest or expectancy in business opportunities that may be presented to KKR Stockholder and any of the affiliated KKR Funds or any director who is not employed by us. KKR Stockholder and the affiliated KKR Funds also may pursue acquisition opportunities that may be complementary to our business and, as a result, those acquisition opportunities may not be available to us. In addition, KKR Stockholder and the affiliated KKR Funds may have an interest in pursuing acquisitions, divestitures and other transactions that, in their judgment, could enhance their investment, even though such transactions might involve risks to you.

In addition, KKR Stockholder and the affiliated KKR Funds will be able to determine the outcome of all matters requiring stockholder approval and will be able to cause or prevent a change of control of the Company or a change in the composition of our board of directors and could preclude any acquisition of the Company. This concentration of voting control could deprive you of an opportunity to receive a premium for your shares of Class A common stock as part of a sale of the Company and ultimately might affect the market price of our Class A common stock.

All or a portion of the common stock and warrants held by the KKR Stockholder are expected to be pledged, directly or indirectly, to facilitate of the KKR Stockholder’s financing of its investment in the Private Placement. Such financing will contain customary default provisions. In the event of a default under such financing, including without limitation the failure to maintain a minimum loan-to-value of the collateral ratio or for the borrower to satisfy certain payments required under such margin loan, the secured parties may foreclose upon any and all of the shares of common stock and warrants pledged to them if the KKR Stockholder fails to cure such default. It is possible that such foreclosure could, among other things, result in a change in control of the company and the loss of our ability to qualify as a controlled company.

Regulations limit foreign ownership of the Company, which could reduce the price of our Class A common stock and cause owners of our Class A common stock who are not U.S. persons to lose their voting rights.

Our amended and restated certificate of incorporation will provide that persons or entities that are not “citizens of the U.S.” ​(as defined in the Federal Aviation Act of 1958, as amended (the “Federal Aviation Act”)) shall not collectively own or control more than 24.9% of the voting power of our outstanding capital stock (the “Permitted Foreign Ownership Percentage”) and that, if at any time persons that are not

 

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citizens of the U.S. nevertheless collectively own or control more than the Permitted Foreign Ownership Percentage, the voting rights of our outstanding voting capital stock in excess of the Permitted Foreign Ownership Percentage owned by stockholders who are not citizens of the U.S. shall automatically be reduced.

These voting rights will be reduced pro rata among the holders of voting shares who are not citizens of the U.S. to equal the Permitted Foreign Ownership Percentage based on the number of votes to which the underlying voting securities are entitled. Shares held by persons who are not citizens of the U.S. may lose their associated voting rights. Accordingly, in the event of any vote by our stockholders, the voting rights of shares held by non-U.S. citizens would be reduced pursuant to our organizational documents if such ownership remains above the Permitted Foreign Ownership Percentage at the time of such vote. These restrictions may also have a material adverse impact on the liquidity or market value of our Class A common stock because stockholders may be unable to transfer our Class A common stock to persons who are not citizens of the U.S. and because persons who are not citizens of the U.S. may be unable or unwilling to hold shares of our Class A common stock the voting rights of which have been reduced. See “Description of Capital Stock — Foreign Ownership Limitation” for additional information.

We will incur increased costs and become subject to additional regulations and requirements as a result of becoming a public company, and our management will be required to devote substantial time to new compliance matters, which could lower our profits or make it more difficult to run our business.

As a public company, we will incur significant legal, regulatory, finance, accounting, investor relations, insurance, and other expenses that we have not incurred as a private company, including costs associated with public company reporting requirements and costs of recruiting and retaining non-executive directors.

We also have incurred and will incur costs associated with the Sarbanes-Oxley Act, and the Dodd-Frank Wall Street Reform and Consumer Protection Act, or the Dodd-Frank Act, and related rules implemented by the SEC and the NYSE. The expenses incurred by public companies generally for reporting and corporate governance purposes have been increasing. We expect these rules and regulations to increase our legal and financial compliance costs and to make some activities more time-consuming and costly, although we are currently unable to estimate these costs with any degree of certainty. Our management will need to devote a substantial amount of time to ensure that we comply with all of these requirements, diverting the attention of management away from revenue-producing activities. These laws and regulations also could make it more difficult or costly for us to obtain certain types of insurance, including director and officer liability insurance, and we may be forced to accept reduced policy limits and coverage or incur substantially higher costs to obtain the same or similar coverage. These laws and regulations could also make it more difficult for us to attract and retain qualified persons to serve on our board of directors, our board committees or as our executive officers.

Furthermore, if we are unable to satisfy our obligations as a public company, we could be subject to delisting of our Class A common stock, fines, sanctions and other regulatory action and potentially civil litigation.

Failure to comply with requirements to design, implement and maintain effective internal controls could have a material adverse effect on our business, financial condition, and stock price.

As a privately-held company, we were not required to evaluate our internal control over financial reporting in a manner that meets the standards of publicly traded companies required by Section 404(a) of the Sarbanes-Oxley Act (“Section 404”).

As a public company, we will have significant requirements for enhanced financial reporting and internal controls. The process of designing and implementing effective internal controls is a continuous effort that requires us to anticipate and react to changes in our business and the economic and regulatory environments and to expend significant resources to maintain a system of internal controls that is adequate to satisfy our reporting obligations as a public company. If we are unable to establish or maintain appropriate internal financial reporting controls and procedures, it could cause us to fail to meet our reporting obligations on a timely basis, result in material misstatements in our consolidated financial statements and harm our results of operations. In addition, we will be required, pursuant to Section 404, to furnish a report by management on, among other things, the effectiveness of our internal control over

 

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financial reporting in the second annual report following the completion of this offering. This assessment will need to include disclosure of any material weaknesses identified by our management in our internal control over financial reporting. The rules governing the standards that must be met for our management to assess our internal control over financial reporting are complex and require significant documentation, testing and possible remediation. Testing and maintaining internal controls may divert our management’s attention from other matters that are important to our business.

In connection with the implementation of the necessary procedures and practices related to internal control over financial reporting, we may identify deficiencies that we may not be able to remediate in time to meet the deadline imposed by the Sarbanes-Oxley Act for compliance with the requirements of Section 404. In addition, we may encounter problems or delays in completing the remediation of any deficiencies identified by our independent registered public accounting firm in connection with the issuance of their attestation report. Our testing, or the subsequent testing (if required) by our independent registered public accounting firm, may reveal deficiencies in our internal controls over financial reporting that are deemed to be material weaknesses. Any material weaknesses could result in a material misstatement of our annual or quarterly consolidated financial statements or disclosures that may not be prevented or detected.

We may not be able to conclude on an ongoing basis that we have effective internal control over financial reporting in accordance with Section 404 or our independent registered public accounting firm may not issue an unqualified opinion. If either we are unable to conclude that we have effective internal control over financial reporting or our independent registered public accounting firm is unable to provide us with an unqualified report, investors could lose confidence in our reported financial information, which could have a material adverse effect on the trading price of our Class A common stock.

There has been no prior public market for our Class A common stock and there may not develop or continue an active, liquid trading market for shares of our Class A common stock, which may cause shares of our Class A common stock to trade at a discount from the initial public offering price and make it difficult to sell the shares of Class A common stock you purchase.

Prior to this offering, there has not been a public trading market for shares of our Class A common stock. We cannot predict the extent to which investor interest in us will lead to the development of a trading market or how active and liquid that market may become. If an active and liquid trading market does not develop or continue, you may have difficulty selling your shares of our Class A common stock at an attractive price or at all. If you purchase shares of our Class A common stock in this offering, you will pay a price that was not established in a competitive market. Instead, the initial public offering price per share of Class A common stock will be determined by agreement among us and the representative(s) of the underwriters and may not be indicative of the price at which shares of our Class A common stock will trade in the public market after this offering. The market price of our Class A common stock may decline below the initial public offering price, and you may not be able to sell your shares of our Class A common stock at or above the price you paid in this offering, or at all. The lack of an active market may impair your ability to sell your shares at the time you wish to sell them or at a price you consider reasonable. The lack of an active market may also reduce the fair market value of your shares. Furthermore, an inactive market may also impair our ability to raise capital by selling shares of our Class A common stock.

Our stock price may change significantly following this offering, and you may not be able to resell shares of our Class A common stock at or above the price you paid or at all, and you could lose all or part of your investment as a result.

Even if a trading market develops, the market price of our Class A common stock may be highly volatile and could be subject to wide fluctuations. You may not be able to resell your shares at or above the initial public offering price due to a number of factors such as those listed elsewhere in “Risk Factors” and the following:

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results of operations that vary from the expectations of securities analysts and investors;

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results of operations that vary from those of our competitors;

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changes in seasonal patterns that impact our business such as increased poor weather or decreased flu activity that may or may not cross over between prior period quarters;

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changes in expectations as to our future financial performance, including financial estimates and investment recommendations by securities analysts and investors;

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changes in economic conditions for companies in our industry;

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changes in market valuations of, or earnings and other announcements by, companies in our industry;

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declines in the market prices of stocks generally;

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additions or departures of key management personnel;

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strategic actions by us or our competitors;

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announcements by us, our competitors our suppliers of significant contracts, price reductions, new products or technologies, acquisitions, dispositions, joint marketing relationships, joint ventures, other strategic relationships or capital commitments;

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changes in preference of our customers and our market share;

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changes in general economic or market conditions or trends in our industry or the economy as a whole;

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impacts from tariffs;

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changes in business or regulatory conditions;

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impacts from increases to our costs, including the price of fuel;

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impacts of recent healthcare reform legislation and other changes in the healthcare industry and in healthcare spending, including changes in coverage eligibility for Medicaid or subsidized health insurance marketplace (exchange) plans;

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future sales of our Class A common stock or other securities;

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investor perceptions of or the investment opportunity associated with our Class A common stock relative to other investment alternatives;

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changes in the way we are perceived in the marketplace, including due to negative publicity or campaigns on social media to boycott certain of our products, our business or our industry;

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the public’s response to press releases or other public announcements by us or third-parties, including our filings with the SEC;

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changes or proposed changes in laws or regulations or differing interpretations or enforcement thereof affecting our business;

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announcements relating to litigation or governmental investigations;

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guidance, if any, that we provide to the public, any changes in this guidance or our failure to meet this guidance;

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the development and sustainability of an active trading market for our Class A common stock;

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changes in accounting principles; and

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other events or factors, including those resulting from informational technology system failures and disruptions, epidemics, pandemics, natural disasters, war, acts of terrorism, civil unrest, or responses to these events.

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Furthermore, the stock market may experience extreme volatility that, in some cases, may be unrelated or disproportionate to the operating performance of particular companies. These broad market and industry fluctuations may adversely affect the market price of our Class A common stock, regardless of our actual operating performance. In addition, price volatility may be greater if the public float and trading volume of our Class A common stock is low.

In the past, following periods of market volatility, stockholders have instituted securities class action litigation against various issuers. If we were to become involved in securities litigation, it could have a

 

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substantial cost and divert resources and the attention of executive management from our business regardless of the outcome of such litigation, which may adversely affect the market price of our Class A common stock.

Investors in this offering will suffer immediate and substantial dilution.

The initial public offering price per share of Class A common stock will be substantially higher than our net tangible book value per share immediately after this offering. As a result, you will pay a price per share of Class A common stock that substantially exceeds the per share book value of our tangible assets after subtracting our liabilities. In addition, you will pay more for your shares of Class A common stock than the amounts paid by our existing owners. Assuming an initial public offering price of $      per share of Class A common stock, which is the midpoint of the estimated price range set forth on the cover page of this prospectus, and the exercise of all outstanding Company Warrants, you will incur immediate and substantial dilution in an amount of $      per share of common stock. If the underwriters exercise their over-allotment option, you will experience additional dilution. You may also experience additional dilution upon future equity issuances or upon the actual exercise of outstanding Company Warrants (including New Warrants issued in the Concurrent Transactions), exercise of options to purchase our common stock or the settlement of restricted stock units granted to our employees, executive officers and directors under the 2015 Equity Incentive Plan, 2026 Equity Incentive Plan and ESPP. See “Dilution.”

The dual-class structure of our common stock may limit your ability to influence corporate matters and visibility with respect to certain transactions, and may adversely affect the trading market for, and liquidity of, our Class A common stock.

The dual-class structure of our common stock may limit your ability to influence corporate matters. Holders of our Class A common stock are entitled to one vote per share, while holders of our Class B common stock are not entitled to any votes, except as otherwise provided by law or our certificate of incorporation. Nonetheless, each share of our Class B common stock will automatically convert into one share of Class A common stock upon the sale or other transfer of such share of Class B common stock by the holder thereof. Consequently, if holders of our Class B common stock following this offering sell or otherwise transfer their shares of Class B common stock, this will have the effect of decreasing the relative voting power of all holders of Class A common stock, which may limit your ability to influence corporate matters.

Furthermore, we cannot predict whether the dual-class structure of our common stock will result in a lower or more volatile market price of our Class A common stock or other adverse consequences. For example, certain stock index providers have historically imposed restrictions on including companies with multi-class capital structures in certain of their indices. Because of our dual-class structure, we may be excluded from certain of these indices, where applicable, and we cannot assure you that other stock indices will not take similar actions. Given the sustained flow of investment funds into passive strategies that seek to track certain indices, exclusion from stock indices would likely preclude investment by mutual funds, exchange-traded funds and other investment vehicles that attempt to passively track those indices and could make our Class A common stock less attractive to investors, result in less demand for our Class A common stock and adversely affect the market price of our Class A common stock and our liquidity. In addition, several stockholder advisory firms and large institutional investors oppose the use of multi-class structures. As a result, the dual-class structure of our common stock may cause stockholder advisory firms to publish negative commentary about our corporate governance practices or otherwise seek to cause us to change our capital structure, and may result in large institutional investors not purchasing shares of our Class A common stock. Any of the foregoing could adversely affect the value and liquidity of our Class A common stock.

You may be diluted by the future issuance of additional common stock in connection with our incentive plans, exercise of Company Warrants, acquisitions or otherwise.

After this offering we will have approximately      shares of common stock authorized but unissued. Our amended and restated certificate of incorporation to become effective immediately prior to the consummation of this offering will authorize us to issue these shares of common stock, options and other equity awards relating to common stock for the consideration and on the terms and conditions established by

 

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our board of directors in its sole discretion, whether in connection with acquisitions or otherwise. We have reserved, or will reserve in the future, shares for issuance under our 2015 Equity Incentive Plan, 2026 Equity Incentive Plan and the ESPP. See “Compensation Discussion and Analysis — Equity Compensation Plans.” Any common stock that we issue, including under our 2015 Equity Incentive Plan, 2026 Equity Incentive Plan and the ESPP or other equity incentive plans that we may adopt in the future, or as a result of the exercise of        outstanding Company Warrants, including          New Warrants issued in the Concurrent Transactions based on an assumed public offering price of $        per share of Class A common stock (which is the midpoint of the estimated offering price range shown on the cover page of this prospectus), or the issuance and subsequent conversion of Class B common stock into Class A common stock, would dilute the percentage ownership held by the investors who purchase Class A common stock in this offering. In the future, we may also issue our securities in connection with investments or acquisitions. The number of shares of our common stock issued in connection with an investment or acquisition could constitute a material portion of our then-outstanding shares of our common stock. Any issuance of additional securities in connection with investments or acquisitions may result in additional dilution to you. Issuances of Class A common stock or voting preferred stock would reduce your influence over matters on which our stockholders vote, and, in the case of issuances of preferred stock, would likely result in your interest in us being subject to the prior rights of holders of that preferred stock, if any.

Our ability to raise capital in the future may be limited.

Our business and operations may consume resources faster than we anticipate. In the future, we may need to raise additional funds through the issuance of new equity securities, debt or a combination of both.

Additional financing may not be available on favorable terms or at all. If adequate funds are not available on acceptable terms, we may be unable to fund our capital requirements. If we issue new debt securities, the debt holders would have rights senior to holders of our common stock to make claims on our assets and the terms of any debt could restrict our operations, including our ability to pay dividends on our common stock. If we issue additional equity securities or securities convertible into equity securities, existing stockholders will experience dilution and the new equity securities could have rights senior to those of our common stock. Because our decision to issue securities in any future offering will depend on market conditions and other factors beyond our control, we cannot predict or estimate the amount, timing or nature of our future offerings. Thus, you bear the risk of our future securities offerings reducing the market price of our Class A common stock and diluting their interest.

There can be no assurances that we will pay cash dividends on our common stock, and you may not receive any return on investment unless you sell your common stock for a price greater than that which you paid for it.

We intend to evaluate, from time to time, whether to pay dividends on our common stock. The declaration, amount and payment of any future dividends will be at the sole discretion of our board of directors, and will depend on, among other things, general and economic conditions, our results of operations and financial condition, our available cash and current and anticipated cash needs, capital requirements, contractual, legal, tax and regulatory restrictions, and implications on the payment of dividends by us to our stockholders or by our subsidiaries to us, including restrictions under our credit agreements and other indebtedness we may incur, and such other factors as our board of directors may deem relevant. See “Dividend Policy.” As a result, you may not receive any return on an investment in our common stock unless you sell our common stock for a price greater than your purchase price.

GMR Solutions Inc. is a holding company and depends on its subsidiaries for cash to fund its operations, pay taxes and expenses (including payments under the Tax Receivable Agreement), make future dividend payments, if any, and to meet its debt obligations.

Our operations are conducted through our wholly-owned subsidiaries and our ability to generate cash to meet our debt service obligations, pay taxes or to make future dividend payments, if any, is highly dependent on the earnings of, and the receipt of funds from, our subsidiaries via dividends or intercompany loans. We intend to evaluate, from time to time, whether to pay dividends on our common stock. See “Dividend Policy.” If we elect to pay such dividends in the future, we may reduce or discontinue entirely the payment of such dividends at any time. GMR Solutions Inc. is a holding company and its operations are

 

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conducted through its wholly-owned subsidiaries. In the event that we do pay a dividend, we intend to cause our operating subsidiaries to make distributions to us in an amount sufficient to cover such dividend. Our subsidiaries are currently subject to certain restrictions and covenants under the agreements governing our indebtedness, which may restrict the ability of our subsidiaries to pay dividends or otherwise transfer assets to us. In addition, Delaware law may impose requirements that may restrict our ability to pay dividends to holders of our common stock.

Further, if we do not have sufficient funds to pay taxes or other liabilities or to fund our operations, we may have to borrow funds, which could materially adversely affect our liquidity and financial condition and subject us to various restrictions imposed by any such lenders. To the extent that we are unable to make payments under the Tax Receivable Agreement for any reason, such payments may be deferred indefinitely while accruing interest at a per annum rate of SOFR plus 100 basis points (in the case of the deferral of such payments as a result of restrictions imposed under our debt obligations) or SOFR plus 500 basis points (in the case of the deferral of such payments for any other reason). These deferred payments could negatively impact our results of operations and could also affect our liquidity in future periods in which such deferred payments are made. See “Certain Relationships and Related Person Transactions — Tax Receivable Agreement.”

Our management may use the proceeds of this offering in ways with which you may disagree or that may not be profitable.

Although we anticipate using the net proceeds from the offering as described under “Use of Proceeds,” we will have broad discretion as to the application of the net proceeds and could use them for purposes other than those contemplated by this offering. At this time, we have not specifically identified a large single use for which we intend to use the net proceeds and, accordingly, we are not able to allocate the net proceeds for specific uses due to a variety of factors. You may not agree with the manner in which our management chooses to allocate and use the net proceeds. Our management may use the proceeds for corporate purposes that may not increase our profitability or otherwise result in the creation of stockholder value. In addition, pending our use of the proceeds, we may invest the proceeds primarily in instruments that do not produce significant income or that may lose value.

Future sales or issuances, or the perception of future sales or issuances, by us or our existing stockholders in the public market following this offering could cause the market price for our Class A common stock to decline.

The sale or issuance of substantial amounts of shares of our Class A common stock or other securities convertible, exercisable or exchangeable into shares of our Class A common stock in the public market, or the perception that such sales or issuances could occur, including sales by our existing stockholders, could harm the prevailing market price of shares of our Class A common stock. These sales or issuances, or the possibility that these sales or issuances 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.

Upon completion of this offering we will have a total of      shares of our common stock outstanding, excluding shares issuable upon exercise of outstanding Company Warrants. Following this offering and the Concurrent Transactions (based on an assumed public offering price of $        per share of Class A common stock (which is the midpoint of the estimated offering price range shown on the cover page of this prospectus)), we will also have         Company Warrants outstanding to purchase        shares of Class A common stock and           shares of Class B common stock. Of the outstanding shares (excluding shares issuable upon exercise of outstanding Company Warrants),       shares of Class A common stock sold in this offering (or      shares if the underwriters exercise in full their over-allotment option) will be freely tradable without restriction or further registration under the Securities Act, except that any shares held by our affiliates, as that term is defined under Rule 144 of the Securities Act, or Rule 144, including our directors, executive officers and other affiliates (including our existing stockholders), may be sold only in compliance with the limitations described in “Shares Eligible for Future Sale.”

The remaining outstanding        shares of common stock held by our existing stockholders after this offering (excluding shares issuable upon exercise of outstanding Company Warrants), representing       % of the total outstanding shares of our common stock following this offering (or      % if the underwriters exercise in full their over-allotment option), will be “restricted securities” within the meaning

 

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of Rule 144 and subject to certain restrictions on resale. Restricted securities may be sold in the public market only if they are registered under the Securities Act or are sold pursuant to an exemption from registration such as Rule 144, as described in “Shares Eligible for Future Sale.”

We, our executive officers, directors and substantially all of our existing stockholders, will sign lock-up agreements with the underwriters that will, subject to certain customary exceptions, restrict the sale of the shares of our common stock and certain other securities held by them for 180 days following the date of this prospectus. J.P. Morgan Securities LLC may, in its sole discretion and at any time without notice, release all or any portion of the shares or securities subject to any such lock-up agreements. See “Underwriting (Conflicts of Interest)” for a description of these lock-up agreements.

Upon the expiration of the lock-up agreements described above, all of such shares will be eligible for resale in a public market pursuant to Rule 144, subject to our compliance with the public information requirement and, in the case of shares held by our affiliates, to volume, manner of sale and other limitations under Rule 144. We expect that certain of our existing stockholders will be considered an affiliate upon the expiration of the lock-up period based on their expected share ownership, as well as their board nomination rights (if applicable). Certain other of our stockholders may also be considered affiliates at that time.

The underwriters have granted the KKR Stockholder, Ares and HPS an exception under their respective lock-up agreements that permits each of them to pledge, directly or indirectly, a portion of their shares of our common stock and warrants (other than the Company Warrants purchased by the KKR Stockholder in the Private Placement) to secure its respective obligations in connection with certain margin loan financing anticipated to be entered into with            and           , which are affiliates of certain of the underwriters in this offering. All or a portion of the common stock and warrants held by the KKR Stockholder, Ares and HPS are expected to be pledged, directly or indirectly, to facilitate each of such KKR Stockholder’s, Ares’ and HPS’s financing of its respective investment in the Private Placement with the proceeds of the Private Placement in turn being used to repay certain of our outstanding indebtedness. Such financing will contain customary default provisions, as well as customary adjustment rights by lenders, required prepayment events, and other customary terms for such financing. In the event of a default under such financing, including without limitation the failure to maintain a minimum loan-to-value of the collateral ratio or for the borrower to satisfy certain payments required under such margin loan, the secured parties may foreclose upon any and all of the shares of common stock and Company Warrants pledged to them if the borrower fails to cure such default, including by exercising such Company Warrants for common stock. In such case, the secured parties may sell the shares of Class A common stock they obtain in the open market, or any common stock or warrants in privately negotiated transactions. Such an event could cause our stock price to significantly decline, increase the number of shares of outstanding common stock and/or cause a change in control of us or cause us to no longer be a “controlled company” within the meaning of the corporate governance standards of the NYSE. Any such event, as well as the significant dilution to investors that would occur upon exercise of the Company Warrants received in the Private Placement, could materially and adversely impact your investment in the Company.

In addition, pursuant to the Registration Rights Agreement, KKR Stockholder will have the right, subject to certain conditions, to require us to register the sale of their shares of our common stock under the Securities Act. See “Certain Relationships and Related Party Transactions — Registration Rights Agreement.” By exercising its registration rights and selling a large number of shares, KKR Stockholder could cause the prevailing market price of our Class A common stock to decline. Certain of our other existing stockholders have “piggyback” registration rights with respect to future registered offerings of our common stock. Following completion of this offering, the shares covered by registration rights would represent approximately      % of our total common stock outstanding (or      % if the underwriters exercise in full their over-allotment option), excluding shares issuable upon exercise of outstanding Company Warrants. In addition,        shares of Class A common stock issuable upon exercise of Company Warrants, including        New Warrants issued in the Concurrent Transactions based on an assumed public offering price of $          per share of Class A common stock (which is the midpoint of the estimated offering price range shown on the cover page of this prospectus), are entitled to registration rights. Registration of any of these outstanding shares of common stock would result in such shares becoming freely tradable without compliance with Rule 144 upon effectiveness of the registration statement. See “Shares Eligible for Future Sale.”

 

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We intend to file one or more registration statements on Form S-8 under the Securities Act to register shares of our common stock or securities convertible into or exchangeable for shares of our common stock issued pursuant to our existing 2015 Equity Incentive Plan, our 2026 Equity Incentive Plan to be adopted in connection with this offering and our ESPP to be adopted in connection with this offering. Any such Form S-8 registration statements will automatically become effective upon filing. Accordingly, shares registered under such registration statements will be available for sale in the open market. We expect that the initial registration statement on Form S-8 will cover       shares of our common stock.

As restrictions on resale end, or if the existing stockholders exercise their registration rights, the market price of our shares of Class A common stock could drop significantly if the holders of these restricted shares sell them or are perceived by the market as intending to sell them. These factors could also make it more difficult for us to raise additional funds through future offerings of our shares of common stock or other securities.

If securities analysts do not publish research or reports about our business or if they downgrade our stock or our sector, our stock price and trading volume could decline.

The trading market for our Class A common stock will rely in part on the research and reports that industry or financial analysts publish about us or our business. We do not control these analysts. Furthermore, if one or more of the analysts who do cover us downgrade our stock or our industry, or the stock of any of our competitors, or publish inaccurate or unfavorable research about our business, or if our operating results do not meet their expectations, the price of our stock could decline. If one or more of these analysts ceases coverage of the Company or fails to publish reports on us regularly, we could lose visibility in the market, which in turn could cause our stock price or trading volume to decline.

Anti-takeover provisions in our organizational documents could delay or prevent a change of control.

Certain provisions of our amended and restated certificate of incorporation and amended and restated bylaws may have an anti-takeover effect and may delay, defer, or prevent a merger, acquisition, tender offer, takeover attempt, or other change of control transaction that a stockholder might consider in its best interest, including those attempts that might result in a premium over the market price for the shares held by our stockholders.

These provisions will provide for, among other things:

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a classified board of directors, as a result of which our board of directors will be divided into three classes, with each class serving for staggered three-year terms;

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the ability of our board of directors to issue one or more series of preferred stock, and to fix the rights, powers (including voting powers) and preference of any series of preferred stock;

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advance notice requirements for nominations of directors by stockholders and for stockholders to present other matters for consideration at our annual meetings;

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certain limitations on stockholder action by consent in lieu of a meeting and the rights of stockholders to call special stockholder meetings;

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the removal of directors only for cause and only upon the affirmative vote of the holders of at least 662∕3% in voting power of the shares of common stock entitled to vote generally in the election of directors if KKR Stockholder and the affiliated KKR Funds cease to beneficially own at least 30% in voting power of shares of common stock entitled to vote generally in the election of directors; and

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that certain provisions may be amended only by the affirmative vote of at least 662∕3% in voting power of shares of common stock entitled to vote generally in the election of directors if KKR Stockholder and the affiliated KKR Funds cease to beneficially own at least 30% in voting power of shares of common stock entitled to vote generally in the election of directors.

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These anti-takeover provisions could make it more difficult for a third-party to acquire us, even if the third-party’s offer may be considered beneficial by many of our stockholders. These provisions also may have the effect of preventing changes in our board of directors and may make it more difficult to accomplish

 

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transactions that stockholders may otherwise deem to be in their best interests. As a result, our stockholders may be limited in their ability to obtain a premium for their shares. See “Description of Capital Stock.”

Our board of directors will be authorized to issue and designate shares of our preferred stock in additional series without stockholder approval.

Our amended and restated certificate of incorporation will authorize our board of directors, without the approval of our stockholders, to issue      shares of our preferred stock, subject to limitations prescribed by applicable law, rules and regulations and the provisions of our amended and restated certificate of incorporation, in one or more series, to establish from time to time the number of shares to be included in each such series and to fix the designation, powers, preferences and rights of the shares of each such series and the qualifications, limitations or restrictions thereof. The powers, preferences and rights of these additional series of preferred stock may be senior to or on parity with our common stock, which may reduce its value.

Our amended and restated certificate of incorporation will provide, subject to limited exceptions, that the Court of Chancery of the State of Delaware(or if such court does not have jurisdiction, another state or the federal courts (as appropriate) located within the State of Delaware) will be the exclusive forum for substantially all disputes between us and our stockholders and the federal district courts will be the exclusive forum for Securities Act and Exchange Act claims, which could limit our stockholders’ ability to bring a suit in a different judicial forum than they may otherwise choose for disputes with us or our directors, officers, employees, or stockholders.

Our amended and restated certificate of incorporation will provide, subject to limited exceptions, that unless we consent to the selection of an alternative forum, the Court of Chancery of the State of Delaware (or if such court does not have jurisdiction, another state or the federal courts (as appropriate) located within the State of Delaware) shall, to the fullest extent permitted by law, be the sole and exclusive forum for any (i) derivative action or proceeding brought on behalf of our Company, (ii) action asserting a claim of breach of a fiduciary duty owed by any current or former director, officer, employee or stockholder of our Company to the Company or our stockholders, (iii) action asserting a claim arising pursuant to any provision of the Delaware General Corporation Law, or the DGCL, or our amended and restated certificate of incorporation or our amended and restated bylaws or as to which the DGCL confers jurisdiction on the Court of Chancery of the State of Delaware, or (iv) action asserting a claim governed by the internal affairs doctrine. Our amended and restated certificate of incorporation also provides that, unless we consent in writing to the selection of an alternative forum, to the fullest extent permitted by law, the U.S. federal district courts shall be the exclusive forum for the resolution of any actions or proceedings asserting claims arising under the federal securities laws of the United States, including any claims under the Securities Act and the Securities Exchange Act of 1934, as amended (the “Exchange Act”). However, Section 22 of the Securities Act creates concurrent jurisdiction for federal and state courts over all suits brought to enforce a duty or liability created by the Securities Act or the rules and regulations thereunder and accordingly, we cannot be certain that a court would enforce such provision. See “Description of Capital Stock — Exclusive Forum.”

Any person or entity purchasing or otherwise acquiring or holding any interest in shares of our capital stock shall be deemed to have notice of and consented to the forum provisions in our amended and restated certificate of incorporation, except our stockholders will not be deemed to have waived (and cannot waive) compliance with the federal securities laws and the rules and regulations thereunder. This choice of forum provision may limit a stockholder’s ability to bring a claim in a judicial forum that it finds favorable for disputes with us or any of our current or former directors, officers, other team members or stockholders. There is also a risk that the exclusive forum provisions may result in increased costs for a stockholder to bring a claim. Alternatively, if a court were to find the choice of forum provision contained in our amended restated certificate of incorporation to be inapplicable or unenforceable in an action, we may incur additional costs associated with resolving such action in other jurisdictions, which could harm our business, financial condition and results of operations.

 

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FORWARD-LOOKING STATEMENTS

This prospectus includes forward-looking statements that reflect our current views with respect to, among other things, our operations, and financial performance. Forward-looking statements include all statements that are not historical facts. These forward-looking statements are included throughout this prospectus, including in the sections entitled “Summary,” “Risk Factors,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Business” and relate to matters such as our industries, business strategy, goals, prospects and expectations concerning our market position, future operations, margins, profitability, capital expenditures, liquidity and capital resources and other financial and operating information. We have used the words “anticipate,” “assume,” “believe,” “can,” “continue,” “could,” “estimate,” “expect,” “foreseeable,” “future,” “intend,” “may,” “plan,” “potential,” “predict,” “project,” “seek,” “should,” “will,” “would,” the negative version of these words, or similar terms and phrases to identify forward-looking statements in this prospectus. However, such terminology is not the exclusive means of identifying forward-looking statements and its absence does not mean that the statement is not forward-looking.

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

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our dependence on the number of patient transports we conduct and the factors adversely impacting our number of patient transports;

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decreases in revenue as a result of changes in our payor mix;

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limits on our ability to collect price increases from private insurance providers;

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our dependence on government (including the Medicare, Medicaid and the VA) and private insurance programs (including workers’ compensation and auto) for a substantial portion of our revenue;

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inflationary pressures, particularly increases in employee wages, benefits and taxes and fuel costs;

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adverse weather conditions;

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the grounding of our aircraft due to airworthiness directives and service bulletins, and the availability of supplies for our operations;

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our ability to maintain our corporate reputation and relationships with existing patient referral sources or establish new referral sources;

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potential loss of existing contracts;

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our ability to attract and retain qualified personnel;

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the substantial capital expenditures and working capital requirements of our business, and the availability of aircraft lease financing;

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our dependence on a limited number of third-party suppliers;

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risks associated with our emphasis on servicing rural communities;

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accidents or other incidents involving our aircraft, ground ambulance units or aircraft in our industry generally;

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our ability to integrate acquired companies including personnel, processes, and information technology;

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our ability to manage organizational change effectively;

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the degree to which we are able to integrate our services with our operating systems, devices and software;

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impairment of our goodwill or other intangible assets;

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potential cybersecurity and data breaches resulting in the unauthorized disclosure of critical and other sensitive or regulated data, including PII or PHI, or unintentional encryption of data or corporate documents;

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our use or our third-party service providers’ or business partners’ use of Machine Learning Technologies and the evolving regulatory framework in this area;

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risks related to our payment processing;

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the ability of hospitals to receive the patients we transport;

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any work stoppages and/or further unionization of our workforce;

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retention of our senior management;

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general economic conditions and the demand for our services;

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competition from other air and ground medical service providers;

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limitations under our insurance coverage and the financial condition of our insurance providers;

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inherent uncertainties around our reserves for losses under our insurance program;

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natural disasters and terrorist activity;

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our obligations relating to aircraft leases and aircraft purchase commitments;

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pandemics, epidemics, outbreaks of an infectious diseases or other public health crises could adversely affect our business and results of operations;

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increased regulations and our ability to comply with regulations relating to our industry;

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our compliance with applicable laws and government regulations and potential incurrence of penalties or requirements to make significant changes to our operations;

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our compliance with regulations relating to the manner in which we bill and are paid for our services;

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our compliance with evolving data privacy and protection laws and regulations;

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impacts of recent healthcare reform legislation and other changes in the healthcare industry and in healthcare spending, including changes in coverage eligibility for Medicaid or subsidized health insurance marketplace (exchange) plans;

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impacts of recent legislation and the associated collections process relating to the No Surprises Act;

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changes in the rates or methods of third-party reimbursement for our services and our ability to estimate and recover such reimbursement, including due to political discord in the state and federal budgeting process outside of our control;

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impacts from U.S. government agency or department restructuring;

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impacts from tariffs;

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potential loss or suspension of licenses or accreditations; and

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our compliance with environmental regulations and liability arising out of environmental conditions.

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These factors should not be construed as exhaustive and should be read in conjunction with the other cautionary statements that are included in this prospectus. Should one or more of these risks or uncertainties materialize, or should any of our assumptions prove incorrect, our actual results may vary in material respects from those projected in these forward-looking statements.

Any forward-looking statement made by us in this prospectus speaks only as of the date of this prospectus and are expressly qualified in their entirety by the cautionary statements included in this

 

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prospectus. Factors or events that could cause our actual results to differ may emerge from time to time, and it is not possible for us to predict all of them. We may not actually achieve the plans, intentions, or expectations disclosed in our forward-looking statements and you should not place undue reliance on our forward-looking statements. Our forward- looking statements do not reflect the potential impact of any future acquisitions, mergers, dispositions, joint ventures, investments, or other strategic transactions we may make. We undertake no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future developments or otherwise, except as may be required by any applicable securities laws.

 

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USE OF PROCEEDS

We estimate that we will receive net proceeds of approximately $      million (or approximately $      million, if the underwriters exercise in full their over-allotment option) from the sale of shares of our Class A common stock in this offering, assuming an initial public offering price of $      per share, which is the midpoint of the estimated price range set forth on the cover page of this prospectus, and after deducting the underwriting discounts and commissions and estimated offering expenses payable by us.

An increase (decrease) of 1,000,000 shares from the expected number of shares of Class A common stock to be sold by us in this offering, assuming no change in the assumed initial offering price per share, would increase (decrease) our net proceeds from this offering by $      million. A $1.00 increase (decrease) in the assumed initial offering price would increase (decrease) the net proceeds to us from this offering by $      million, assuming the number of shares of Class A common stock offered by us, as set forth on the cover page of this prospectus, remains the same, and after deducting the underwriting discounts and commissions and estimated offering expenses payable by us.

We intend to use $        of the net proceeds from this offering to redeem the outstanding shares of Series B Preferred Stock that are not subject to the Preferred Exchange, with any remaining net proceeds, together with the net proceeds from the Private Placement and cash on hand, used to repay $       outstanding borrowings under the 2032 First Lien Term Loan and for general corporate purposes.

The 2032 First Lien Term Loan matures on October 1, 2032. Borrowings of 2032 First Lien Term Loan bear interest at a rate per annum equal to, at GMR, Inc.’s option, (a) a rate determined by reference to Term SOFR (as defined in “Description of Certain Indebtedness”) plus an additional margin equal to 3.50% or (b) a Base Rate (as defined in “Description of Certain Indebtedness”) determined by reference to the highest of (1) the prime lending rate, (2) the federal funds effective rate plus 0.50% and (3) Term SOFR for a one-month interest period plus 1.00%, in each case, plus an additional margin equal to 2.50%, in each case of clauses (a) and (b) above, subject to a 0.25% reduction following achievement of a public corporate family rating by Moody’s equal to or higher than B1. Interest payments under the 2032 First Lien Term Loan are due (i) for loans bearing interest determined by reference to Term SOFR, on the last day of the applicable interest period and, in the case of an interest period in excess of three months, on each date occurring at three-month intervals after the first day of such interest period and (ii) for loans bearing interest based on the Base Rate, quarterly See “Description of Certain Indebtedness — 2032 First Lien Term Loan.” In September 2025, the proceeds from the 2032 First Lien Term Loan were used, together with the proceeds from the 2032 Secured Notes, to (i) redeem all of the aggregate principal amount of then-outstanding Senior Secured PIK Notes due October 2028 and 6.500% senior notes due October 2025, (ii) repay in full borrowings outstanding under the then-outstanding first lien senior secured term loan due October 2028, (iii) redeem a portion of outstanding shares of Series B Preferred Stock and (iv) pay fees, premium and expenses in connection with the foregoing.

 

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DIVIDEND POLICY

We have no current plans to pay dividends on our common stock. The declaration, amount and payment of any future dividends will be at the sole discretion of our board of directors, and will depend on, among other things, general and economic conditions, our results of operations and financial condition, our available cash and current and anticipated cash needs, capital requirements, contractual, legal, tax, and regulatory restrictions, and implications on the payment of dividends by us to our stockholders or by our subsidiaries to us, including restrictions under our credit agreements and other indebtedness we may incur, and such other factors as our board of directors may deem relevant. If we elect to pay such dividends in the future, we may reduce or discontinue entirely the payment of such dividends at any time. GMR Solutions Inc. is a holding company and its operations are conducted through its wholly-owned subsidiaries. In the event that we do pay a dividend, we intend to cause our operating subsidiaries to make distributions to us in an amount sufficient to cover such dividend. Our subsidiaries are currently subject to certain restrictions and covenants under the agreements governing our indebtedness. These restrictions and covenants may restrict the ability of those entities to make distributions to GMR Solutions Inc. See “Description of Certain Indebtedness.” Any additional financing arrangement we enter into in the future may include restrictive covenants that limit our subsidiaries’ ability to pay dividends to us. In addition, Delaware law may impose requirements that may restrict our ability to pay dividends to holders of our common stock.

 

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CAPITALIZATION

The following table sets forth the cash and cash equivalents and capitalization as of December 31, 2025:

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on an actual basis; and

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on an adjusted basis, to give effect to: (i) the filing and effectiveness of our amended and restated certificate of incorporation, including the reclassification of all issued shares of common stock into shares of Class A common stock pursuant thereto, and amended and restated bylaws, (ii) the issuance and sale by us of shares of our Class A common stock in this offering at an assumed initial public offering price of $      per share, the midpoint of the price range set forth on the cover page of this prospectus, after deducting underwriting discounts and commissions and estimated offering expenses payable by us, (iii) the Preferred Exchange, (iv) the Private Placement and the use of proceeds therefrom, and (v) the application of the net proceeds of this offering as described under “Use of Proceeds.”

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You should read this table in conjunction with the information contained in “Use of Proceeds,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Description of Certain Indebtedness” as well as our audited consolidated financial statements and related notes, each included elsewhere in this prospectus.