Form 8-K

8-K — GMR Solutions Inc.

Accession: 0001104659-26-068983

Filed: 2026-06-01

Period: 2026-06-01

CIK: 0001898718

SIC: 4700 (TRANSPORTATION SERVICES)

Item: Results of Operations and Financial Condition

Item: Financial Statements and Exhibits

Documents

8-K — gmrs-20260601x8k.htm (Primary)

EX-99.1 (gmrs-20260601xex99d1.htm)

GRAPHIC (gmrs-20260601xex99d1001.jpg)

XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K

8-K (Primary)

Filename: gmrs-20260601x8k.htm · Sequence: 1

GMR Solutions Inc._June 1, 2026

0001898718false00018987182026-06-012026-06-01

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant To Section 13 OR 15(d) of

The Securities Exchange Act of 1934

June 1, 2026

Date of Report

(Date of earliest event reported)

GMR Solutions Inc.

(Exact name of registrant as specified in its charter)

Delaware

(State or other jurisdiction of

incorporation)

001-43289

(Commission File Number)

47-3615769

(I.R.S. Employer

Identification No.)

4400 Hwy 121, Suite 700,

Lewisville, TX

(Address of principal executive offices)

75056

(Zip Code)

Registrant’s telephone number, including area code: (972) 459-4919

Not Applicable

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class:

Trading Symbol

Name of each exchange on which registered:

Class A common stock, par value $0.0001 per share

GMRS

New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

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 13(a) of the Exchange Act. ☐

Item 2.02 Results of Operations and Financial Condition.

On June 1, 2026, GMR Solutions Inc. (the “Company”) issued a press release announcing its financial results for the first quarter ended March 31, 2026. A copy of the Company’s press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.

The information contained in this Item 2.02, including Exhibit 99.1 attached hereto, is being furnished and shall not be deemed filed for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any registration statement or other document filed pursuant to the Securities Act of 1933 or the Exchange Act, except as expressly set forth by specific reference in such filing.

Item 9.01 Financial Statements and Exhibits.

Exhibit No.

Description of Exhibit

99.1

Press release of GMR Solutions Inc. dated June 1, 2026

104

Cover Page Interactive Data File – The cover page interactive data file does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

Date: June 1, 2026

By:

/s/ Brian Tierney

Name:

Brian Tierney

Title:

Executive Vice President and Chief Financial Officer

EX-99.1

Filename: gmrs-20260601xex99d1.htm · Sequence: 2

Exhibit 99.1

GMR Solutions Inc. Reports First Quarter 2026 Financial Results

and Establishes Full Year 2026 Guidance

LEWISVILLE, Texas (June 1, 2026) — GMR Solutions Inc. (“GMR” or the “Company”) (NYSE: GMRS), the nation’s largest provider of emergency medical services (“EMS”), today announced financial results for the first quarter ended March 31, 2026, and full year 2026 financial guidance.

First Quarter 2026 Financial Highlights

● Net revenue of $1,457.6 million, up 6.6% compared to $1,367.4 million in the first quarter of 2025

● Net income of $106.3 million, up 179.7% compared to $38.0 million in the first quarter of 2025

● Adjusted EBITDA(1) of $305.1 million, up 9.7% compared to $278.1 million in the first quarter of 2025

● Maintained strong liquidity position, in excess of $1.1 billion, comprised of $426.1 million of cash and cash equivalents and approximately $691.6 million of available borrowing capacity on the ABL Facility as of March 31, 2026

● Redeemed 189,050 shares of Preferred Stock for an aggregate redemption price of approximately $250.0 million on March 6, 2026

“GMR’s first-quarter performance reflects the strength of our strategy and the discipline with which we are executing it,” said Nick Loporcaro, Chairman and Chief Executive Officer of GMR. “Our teams continue to deliver solid top-line and net income growth, while staying focused on our core mission-critical services. Taken together, these results reinforce our confidence that GMR has the right foundation, the right financial discipline, and the right growth opportunities to create long-term value and expand our services.”

Key Financials

Three Months Ended

March 31

2026

2025

($in millions)

(Unaudited)

Net revenue

1,457,576

1,367,407

6.6%

Three Months Ended

March 31

2026

2025

($in millions)

(Unaudited)

Net income

106,336

38,024

179.7%

Three Months Ended

March 31,

2026

2025

($in millions)

(Unaudited)

Adjusted EBITDA(1)

305,052

278,061

9.7%

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

Business Metrics

Three Months Ended

March 31,

2026

2025

(in thousands)

(Unaudited)

Patient encounters

Emergent transports

837,443

831,913

Non emergent transports

204,709

220,584

Total ambulance transports

1,042,152

1,052,497

of which, Ground transports

1,007,810

1,018,536

of which, Flights

34,342

33,961

Wheelchair transports

7,828

16,577

Non-transport

273,920

276,036

Total patient encounters

1,352,022

1,364,281

of which, Nurse Navigation encounters

28,122

19,171

Net transport revenue per ambulance transport

1,360

1,260

Other key performance indicators:

Emergent air transport requests

75,213

75,841

Weather cancellation rate for emergent air transports

17.1

17.9

Same market revenue growth

7.9

14.9

Net cash capital expenditures

54,011

38,629

Cash used in aircraft financing arrangements

24,992

25,095

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

Medicare

Medicaid

Commercial insurance and managed care

Other third-party payors

Self-pay

Net transport revenue

100

Full Year 2026 Financial Guidance

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

(in millions)

Range for the year ending

December 31, 2026

Low

High

Net revenue

5,890

6,180

Adjusted EBITDA(2)

1,135

1,195

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

5.1%

5.3%

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

Webcast and Conference Call Details

The Company will host a conference call tomorrow, June 2, 2026, at 10 a.m. Eastern Time. Investors can access the live call by joining the following link https://events.q4inc.com/attendee/146682024.

An archived webcast of the event will be available on the “Events & Presentations” section of the GMR website at https://investors.globalmedicalresponse.com/. The Company has posted supplemental information on the first quarter 2026 results that it will reference during the conference call. The supplemental information can be found under the “Financials” tab on the Company’s investor relations page. Following the live event, replays will be available via webcast for one year at https://investors.globalmedicalresponse.com/.

About Global Medical Response

GMR is the nation’s largest provider of EMS, delivering EMS and other essential out-of-hospital care in rural and urban communities that represent more than 60% of the U.S. population. As the only national, fully integrated, air and ground EMS provider, GMR operates in approximately 1,400 counties across the country. A recognized innovator, GMR develops new solutions to meet evolving industry needs and expand access to high-quality care. With roughly 34,000 team members, GMR supports roughly 5.5 million patient encounters annually and performs a critical care intervention every 88 seconds. Its family of solutions includes ambulance EMS provider American Medical Response, as well as multiple air EMS organizations including Air Evac Lifeteam, REACH Air Medical Services, Guardian Flight, Med-Trans Corporation, and AirMed International.

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

Forward-Looking Statements

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

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

● if we receive fewer emergency transport requests or fewer non-emergency ambulance transport requests, our revenue could be adversely effected;

● shifts in payor mix could decrease our revenue;

● changes in the rates paid by, or the coverage or reimbursement methodology used by, commercial insurers, and delays in collection or non-collection of our accounts receivable could adversely affect us;

● reduction in governmental rates for our services, limitations in funding for our services, or reduction in the number of individuals eligible for Medicare and Medicaid programs could adversely impact our business;

● our business could be materially adversely affected if we are not able to maintain or reduce costs to provide our services;

● we have a history of losses and can provide no assurance of our future operating results;

● federal and state “surprise medical billing” legislation and regulations could adversely affect us;

● deterioration in the collectability of patient responsibility accounts or charges for uninsured patients could reduce our revenue;

● adverse weather conditions and physical impacts of climate change affect our helicopter emergency air ambulance operations, which could adversely impact our results of operations;

● the inability to maintain our corporate reputation and relationships with existing patient referral sources or establish new referral sources could materially adversely affect us;

● loss of existing contracts, including ground ambulance contracts and our EMS partnership with the Federal Emergency Management Agency, could adversely affect our revenue;

● our inability to attract and retain qualified and skilled personnel could adversely affect us;

● our business requires substantial capital expenditures and working capital financing, which we may be unable to obtain on satisfactory terms or at all;

● our dependency on a limited number of third-party vendors for certain equipment and services could impair our ability to obtain the equipment and services we need to operate our business;

● inflationary pressure, particularly increases in fuel costs, could negatively impact our operations;

● our emphasis on servicing rural communities exposes us to risks;

● accidents or other incidents involving patient transport operations could materially and adversely affect our reputation, business, financial condition, results of operations and cash flows;

● any failure by us to manage or integrate acquisitions, divestitures, and other significant transactions successfully may have a material adverse effect on us;

● 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;

● our business may be materially and adversely affected if we are unable to ensure that our services interoperate with operating systems, devices and software and properly maintain the uninterrupted operation and data integrity of our information technology and other business systems;

● impairment of our goodwill or other intangible assets may adversely impact us;

● 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 and adversely impact us;

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

● we are subject to risks related to payment processing;

● hospital capacity and the ability of hospitals to treat the patients we transport can impact our business;

● our business may be harmed by labor relation matters;

● we may be adversely affected if we are unable to retain any member of our senior management;

● adverse changes in general economic conditions and reductions in consumer spending could adversely impact the patients and the hospitals that use our services;

● competition from other air or ground ambulance providers may adversely affect our business;

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

● the reserves established for our losses covered under insurance programs are subject to inherent uncertainties;

● risks relating to payments to tax receivable agreement parties for certain tax benefits;

● risks relating to our compliance with our legal and regulatory framework;

● 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;

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

● our substantial indebtedness could adversely affect our financial condition;

● we will be a “controlled company” within the meaning of the rules of the New York Stock Exchange and the rules of the SEC and, as a result, qualify for, and intend to rely on, exemptions from certain corporate governance requirements;

● KKR, and funds affiliated with it, controls us and its interests may conflict with yours in the future; and

● regulations limit foreign ownership of us, 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.

These factors should not be construed as exhaustive and should be read in conjunction with the other cautionary statements that are included herein and in our filings with the SEC, including the information under the captions “Risk Factors” in GMR’s final prospectus (the “IPO Prospectus”) in connection with our initial public offering (the “IPO”), filed with the SEC and dated May 12,

2026, as well as GMR’s subsequent other filings with the SEC from time to time. Should one or more of these risks or uncertainties materialize, or should any of our assumptions prove incorrect, our actual results may vary in material respects from those projected in these forward-looking statements.

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

Non-GAAP Financial Measures

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

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

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

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

Adjusted EBITDA is an analytical indicator used by management and the healthcare industry to evaluate company performance, allocate resources and measure leverage. Adjusted EBITDA should not be considered in isolation or as an alternative to net income (loss), cash flows from operations, investing or financing activities, or other financial statement data presented in the unaudited condensed consolidated financial statements as indicators of financial performance. Because Adjusted EBITDA is not a measure determined in accordance with GAAP and is thus susceptible to varying calculations, Adjusted EBITDA as presented may not be comparable to other similarly titled measures of other companies and may not be comparable to similarly titled measures used in debt compliance calculations. Net income (loss) is the financial measure calculated and presented in accordance with GAAP that is most comparable to Adjusted EBITDA, as defined.

GMR Contacts:

Media Contact:

Kirsten Gurmendi

Public Relations Director, GMR Solutions Inc.

media@gmr.net

877.418.2980

Investor Contact:

Krister Sorensen

Vice President, Investor Relations, GMR Solutions Inc.

Investor.relations@gmr.net

GMR Solutions Inc. and Subsidiaries

Condensed Consolidated Balance Sheets

March 31, 2026 and December 31, 2025

(Amounts in thousands)

March 31,

December 31,

2026

2025

ASSETS

(unaudited)

Current assets:

Cash and cash equivalents

426,092

609,349

Insurance collateral

74,396

78,608

Accounts receivable, net

1,159,661

1,094,814

Spare parts, medical supplies and fuel

123,772

115,725

Prepaid expenses

75,808

105,014

Other current assets

135,098

128,571

Total current assets

1,994,827

2,132,081

Property and equipment, net of accumulated depreciation of $1,269,762 and $1,223,603 at March 31, 2026 and December 2025, respectively

1,364,127

1,361,278

Operating right-of-use assets

207,786

203,258

Finance right-of-use assets

88,730

85,030

Intangible assets, net

1,188,075

1,204,237

Goodwill

2,180,581

Other assets

316,509

315,580

Total assets

7,340,635

7,482,045

LIABILITIES, MEZZANINE EQUITY AND STOCKHOLDERS’ EQUITY

Current liabilities:

Accounts payable

65,822

60,047

Accrued wages, benefits and taxes

264,812

339,710

Accrued interest

91,504

75,655

Other accrued liabilities

423,468

363,160

Current portion of lease obligations

80,562

78,717

Current portion of long-term debt

141,809

147,140

Total current liabilities

1,067,977

1,064,429

Operating lease obligations

174,179

171,880

Finance lease obligations

79,314

74,943

Long-term debt

4,894,435

4,898,769

Deferred income taxes

208,947

209,067

Insurance reserves

310,619

312,069

Other long-term liabilities

100,026

101,593

Total liabilities

6,835,497

6,832,750

Commitments and contingencies

Mezzanine equity:

Redeemable preferred stock

292,469

445,140

Total mezzanine equity

292,469

445,140

Stockholders’ equity:

Common stock, $0.0001 par value, 200,000,000 shares authorized and 22,096,835 and 22,096,835 shares issued and outstanding, respectively

Additional paid-in capital

359,052

456,466

Retained earnings (deficit)

(153,156)

(259,492)

Accumulated other comprehensive income (loss)

6,771

7,179

Total stockholders' equity (deficit)

212,669

204,155

Total liabilities, mezzanine equity and stockholders' equity

7,340,635

7,482,045

GMR Solutions Inc. and Subsidiaries

Consolidated Statements of Operations

For the three months ended March 31, 2026 and 2025

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

Three Months Ended

March 31,

2026

2025

Net revenue

1,457,576

1,367,407

Operating expenses:

Employee wages, benefits and taxes

770,006

734,758

Maintenance, fuel and other direct expenses

118,620

111,811

Insurance expense

42,979

33,652

Other operating expenses

228,094

215,806

Depreciation and amortization

75,367

75,127

Impairment of assets held for sale and other investments

—

14,100

Acquisition, integration and other charges

3,612

4,301

Total operating expenses

1,238,678

1,189,555

Operating income

218,898

177,852

Interest expense, net

83,174

113,685

Equity in (earnings) losses of unconsolidated affiliates

(463)

(2,302)

Other (income) loss, net

(6,344)

(922)

Net income (loss) before income taxes

142,531

67,391

Income tax (benefit) expense

36,195

29,367

Net income (loss)

106,336

38,024

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

Basic

0.92

(0.03)

Diluted

0.28

(0.03)

Weighted-average common shares outstanding:

Basic

45,836,749

45,551,279

Diluted

149,275,141

45,551,279

Comprehensive income (loss):

Net income (loss)

106,336

38,024

Other comprehensive income (loss)

Unrealized holding gains (losses) on investments

(524)

468

Deferred income tax benefit (expense), net

116

(104)

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

(408)

364

Comprehensive income (loss)

105,928

38,388

GMR Solutions Inc. and Subsidiaries

Consolidated Statements of Cash Flows

For the three months ended March 31, 2026 and 2025

(Amounts in thousands, unaudited)

Three Months Ended

March 31,

2026

2025

Cash flows from operating activities:

Net income (loss)

106,336

38,024

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

Depreciation and amortization

75,367

75,127

Amortization of deferred financing costs and debt discount

2,389

4,094

Paid-in-kind interest on long-term debt

—

7,757

Impairment of assets held for sale and other investments

—

14,100

(Gain) loss on divestiture of businesses

—

(1,422)

Stock-based compensation expense

(91)

520

Liability classified stock awards

—

2,085

Loss (gain) on disposal of property and equipment

1,076

4,105

Unrealized loss (gain) on marketable equity securities

1,227

1,235

Deferred income taxes

(4)

(1)

Other, net

(7,364)

(2,302)

Changes in assets and liabilities, net of effects of acquisitions

Accounts receivable, net

(64,847)

(61,631)

Accounts payable

5,775

3,050

Accrued wages, benefits and taxes

(73,169)

(34,704)

Accrued interest

15,849

65,712

Accrued liabilities

54,375

47,643

Other assets and liabilities, net

11,824

25,951

Net cash provided by (used in) operating activities

128,743

189,343

Cash flows from investing activities:

Proceeds from divestiture of businesses

—

6,422

Proceeds from asset disposals related to sales and insurance recoveries

1,199

265

Purchases of property and equipment

(64,138)

(52,458)

Net change in investments held as insurance collateral

(660)

(734)

Purchases of marketable securities

(25,878)

(10,150)

Sales and maturities of marketable securities

24,819

12,852

Other investing activities, net

13,200

(4,613)

Net cash provided by (used in) investing activities

(51,458)

(48,416)

Cash flows from financing activities:

Payments on finance lease obligations

(3,016)

(3,493)

Principal payments on long-term debt

(39,491)

(36,084)

Proceeds from issuance of long-term debt

27,681

10,000

(Redemption) issuance of redeemable preferred stock

(249,994)

—

Proceeds from issuance of shares under stock award plan, net of cash taxes paid

—

498

Net cash provided by (used in) financing activities

(264,820)

(29,079)

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

(187,535)

111,848

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

624,229

368,902

Cash and cash equivalents, end of period (including restricted cash and restricted cash equivalents of $10.6 million and $15.6 million, respectively)

436,694

480,750

Supplemental disclosure of cash flow information

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

—

4,131

Cash paid (received) during the period for:

Interest

76,324

36,126

Income taxes, net of refunds received

(878)

1,099

GMR Solutions Inc. and Subsidiaries

Reconciliation of EBITDA and Adjusted EBITDA

For the three months ended March 31, 2026 and 2025

(Amounts in thousands, unaudited)

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

Three Months Ended

March 31,

2026 v.

2026

2025

2025 Change

Net income (loss)

106,336

38,024

179.7

Interest expense, net

83,174

113,685

(26.8)

Income tax provision (benefit)

36,195

29,367

23.3

Depreciation and amortization

75,367

75,127

0.3

EBITDA

301,072

256,203

17.5

Management fees(1)

2,977

2,705

10.1

Stock-based compensation(2)

(91)

2,605

(103.5)

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

6,911

4,554

51.8

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

320

383

(16.4)

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

—

14,100

(100.0)

(Gain) loss on divestiture of businesses(6)

—

(1,422)

(100.0)

Realized and unrealized (gain) loss, net(7)

(5,674)

1,235

(559.4)

Equity method investment (income) loss(8)

(463)

(2,302)

(79.9)

Adjusted EBITDA

305,052

278,061

9.7

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

(2) Represents the stock compensation expense associated with the vesting of stock options and other equity awards, as well as the estimate of achievement of the cash-settled performance stock units.

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

Three Months Ended

March 31,

(in thousands)

2026

2025

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

1,406

2,014

Executive management severance fees(ii)

1,202

782

Legal settlements and government affairs(iii)

1,007

854

Other(iv)

3,296

904

Total professional fees and other expenses for non-recurring matters

6,911

4,554

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

(ii) Fees incurred in the three months ended March 31, 2026 and 2025 primarily related to severance costs in connection with our targeted market exit strategies executed during such periods, in each case, to optimize our cost structure and enhance our operating effectiveness. These activities were undertaken to meet specific business objectives. In addition, these amounts represent discrete costs outside the ordinary course of business that are distinct from normal, recurring operating expenses.

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

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

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

(5) Impairment of assets held for sale and other investments includes impairment charges of $14.1 million related to a strategic cost investment for the three months ended March 31, 2025. There was no impairment on assets held for sale or strategic cost investments for the three months ended March 31, 2026.

(6) (Gain) loss on divestiture of businesses for the three months ended March 31, 2025 was $1.4 million related to net working capital finalization for the divestiture of our coordinated care business. For the three months ended March 31, 2026, there was no (gain) loss on divestiture of businesses recorded.

(7) Realized and unrealized (gain) loss, net represents changes in the fair value of equity securities. Additionally, during the three months ended March 31, 2026, a certain cost method investment was sold for a (gain) of ($6.9) million.

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

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Document and Entity Information

Jun. 01, 2026

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