Bristow Group Inc.: Form 10-Q for the period ended Sep 30, 2025

Management’s Discussion and Analysis of Financial Condition and Results of Operations, or MD&A, should be read in conjunction with the accompanying unaudited condensed consolidated financial statements and related notes, included elsewhere herein, as well as our Annual Report on Form 10-K for the year ended December 31, 2024, filed with the Securities and Exchange Commission (the “SEC”) on February 27, 2025 (the “Annual Report on Form 10-K”). Unless the context otherwise indicates, in this MD&A, any references to the “Company,” “Bristow,” “we,” “us” and “our” refer to Bristow Group Inc. and its consolidated entities.

In the discussions that follow, the terms “Current Quarter” and “Preceding Quarter” refer to the three months ended September 30, 2025 and June 30, 2025, respectively, and “Current Year” and “Prior Year” refer to the nine months ended September 30, 2025 and 2024, respectively.

Forward-Looking Statements

This Quarterly Report on Form 10-Q includes “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Forward-looking statements are statements about our future business, strategy, operations, capabilities and results; financial projections; plans and objectives of our management; expected actions by us and by third parties, including our customers, competitors, vendors and regulators, and other matters. Some of the forward-looking statements can be identified by the use of words such as “believes," “belief," “forecasts," “expects," “plans," “anticipates," “intends," “projects," “estimates," “may," “might," “will," “would," “could," “should” or other similar words; however, all statements in this Annual Report on Form 10-K, other than statements of historical fact or historical financial results, are forward-looking statements.

Our forward-looking statements reflect our views and assumptions on the date we are filing this Quarterly Report on Form 10-Q regarding future events and operating performance. We believe that they are reasonable, but they involve significant known and unknown risks, uncertainties, assumptions and other factors, many of which may be beyond our control, that may cause actual results to differ materially from any future results, performance or achievements expressed or implied by the forward-looking statements. Such risks, uncertainties and factors that could cause or contribute to such differences include, but are not limited to, those discussed in this Quarterly Report on Form 10-Q, and in particular, the risks discussed in Part II, Item 1A, “Risk Factors” of this report and those discussed in other documents we file with the SEC. Accordingly, you should not put undue reliance on any forward-looking statements.

You should consider the following key factors when evaluating these forward-looking statements:

• the impact of supply chain disruptions and inflation and our ability to recoup rising costs in the rates we charge to our customers;
• our reliance on a limited number of helicopter manufacturers and suppliers and the impact of a shortfall in availability of aircraft components and parts required for maintenance and repairs of our helicopters, including significant delays in the delivery of parts for our S92 and AW189 fleet and aircraft in general;
• our reliance on a limited number of customers and the reduction of our customer base as a result of consolidation and/or the energy transition;
• public health crises, such as pandemics and epidemics, and any related government policies and actions;
• our inability to execute our business strategy for diversification efforts related to government services and advanced air mobility;
• the potential effects of the ongoing U.S. government shutdown on our Government Services business;
• the potential for cyberattacks or security breaches that could disrupt operations, compromise confidential or sensitive information, damage reputation, expose to legal liability, or cause financial losses;
• the possibility that we may be unable to maintain compliance with covenants in our financing agreements;
• global and regional changes in the demand, supply, prices or other market conditions affecting oil and gas, including changes resulting from a public health crisis or from the imposition or lifting of crude oil production quotas or other actions that might be imposed by the Organization of Petroleum Exporting Countries (“OPEC”) and other producing countries;
• fluctuations in the demand for our services;
• the possibility of significant changes in foreign exchange rates and controls;
• potential effects of increased competition and the introduction of alternative modes of transportation and solutions;
• the possibility that portions of our fleet may be grounded for extended periods of time or indefinitely (including due to severe weather events);
• the possibility of political instability, civil unrest, war or acts of terrorism in any of the countries where we operate or elsewhere;
• the possibility that we may be unable to re-deploy our aircraft to regions with greater demand;
• the existence of operating risks inherent in our business, including the possibility of declining safety performance;
• labor issues, including our inability to negotiate acceptable collective bargaining or union agreements with employees covered by such agreements;
• the possibility of changes in tax, environmental, trade, immigration and other laws and regulations and policies, including, without limitation, tariffs and actions of the governments that impact oil and gas operations, favor renewable energy projects or address climate change;
• any failure to effectively manage, and receive anticipated returns from, acquisitions, divestitures, investments, joint ventures and other portfolio actions;
• the possibility that we may be unable to dispose of older aircraft through sales into the aftermarket;
• the possibility that we may impair our long-lived assets and other assets, including inventory, property and equipment and investments in unconsolidated affiliates;
• general economic conditions, including interest rates or uncertainty in the capital and credit markets;
• disruptions in global trade, including as a result of tariffs, trade restrictions, retaliatory trade measures or the effect of such actions on trading relationships between the United States and other countries;
• the possibility that reductions in spending on aviation services by governmental agencies where we are seeking contracts could adversely affect or lead to modifications of the procurement process or that such reductions in spending could adversely affect search and rescue (“SAR”) contract terms or otherwise delay service or the receipt of payments under such contracts; and
• the effectiveness of our environmental, social and governance initiatives.

The above description of risks and uncertainties is by no means all-inclusive, but is designed to highlight what we believe are important factors to consider. All forward-looking statements in this Quarterly Report on Form 10-Q are qualified by these cautionary statements and are only made as of the date of this Quarterly Report on Form 10-Q. The forward-looking statements in this Quarterly Report on Form 10-Q should be evaluated together with the many uncertainties that affect our businesses, particularly those discussed in greater detail in Part I, Item 1A, “Risk Factors” and Part II, Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” of the Annual Report on Form 10-K, and Part II, Item 1A, “Risk Factors” of the Company’s subsequent Quarterly Reports on Form 10-Q.

We disclaim any obligation or undertaking, other than as required by law, to provide any updates or revisions to any forward-looking statement to reflect any change in our expectations or any change in events, conditions or circumstances on which the forward-looking statement is based, whether as a result of new information, future events or otherwise.

Overview

Bristow Group Inc. is the leading global provider of innovative and sustainable vertical flight solutions. Bristow primarily provides aviation services to a broad base of offshore energy companies and government entities. Our aviation services include personnel transportation, search and rescue (“SAR”), medevac, fixed wing transportation, unmanned systems and ad-hoc helicopter services. Our business is comprised of three operating segments: Offshore Energy Services, Government Services and Other Services. Our energy customers charter our helicopters primarily to transport personnel to, from and between onshore bases and offshore production platforms, drilling rigs and other installations. Our government customers primarily outsource SAR activities whereby we operate specialized helicopters and provide highly trained personnel. Our other services include fixed wing transportation services through a regional airline in Australia and dry-leasing aircraft to third-party operators in support of other industries and geographic markets.

Bristow currently has customers in Australia, Brazil, Canada, Chile, the Dutch Caribbean, the Falkland Islands, Ireland, the Netherlands, Nigeria, Norway, Spain, Suriname, Trinidad, the United Kingdom (“UK”) and the United States (“U.S.”).

In general, the winter months are seasonally our lowest revenue periods, with fewer daylight hours resulting in reduced flight hours. For example, operations in the U.S. Gulf of America are often at their highest levels from April to September, as daylight hours increase, and are at their lowest levels from December to February, as daylight hours decrease. See “Segments and Markets” in Part I, Item 1, “Business” of our Annual Report on Form 10-K for further discussion on seasonality.

Recent Developments

Test Arena Operations Take Off in Norway

In August 2025, Bristow successfully launched the first operations of Norway’s Test Arena for Zero & Low Emission Aviation at Stavanger Airport, featuring flights of BETA Technologies’ all-electric ALIA CX300 aircraft. This initiative, conducted in partnership with Avinor and the Civil Aviation Authority of Norway, marks a significant milestone in advancing sustainable aviation and integrating Advanced Air Mobility (AAM) in the Nordic region. The Test Arena will host a series of evaluation flights over several months to assess zero-and low-emission aviation routes, with early operations connecting Stavanger and Bergen.

Fleet Information

The management of our fleet involves a careful evaluation of the expected demand for helicopter services across global markets, segments, and the types of helicopters needed to meet this demand. Heavy and medium helicopters fly longer distances and can carry heavier payloads than light helicopters and are usually equipped with sophisticated avionics permitting them to operate in more demanding weather conditions and difficult climates. Heavy and medium helicopters are most commonly used for crew changes on large offshore production facilities and drilling rigs servicing the offshore energy industry and for SAR operations.

The following table identifies the types of aircraft that comprise our fleet and the number of those aircraft in our fleet as of September 30, 2025.

(1) Does not include certain aircraft shown in the under construction line in the fleet table below. Upon completion of additional configuration, the newly delivered aircraft will appear in the fleet table above when placed into service.

(2) Reflects the average age of helicopters that are owned by the Company.

The table below presents the number of aircraft in our fleet as of September 30, 2025, their distribution among the segments through which we operate as a percentage of total revenues for the three months ended September 30, 2025, and the number of aircraft not yet reflected in our fleet as they were on order or under construction as of September 30, 2025.

(1) Under construction reflects new aircraft that the Company has either taken possession of and are undergoing additional configuration before being placed into service or are currently under construction by the Original Equipment Manufacturer (“OEM”) and pending delivery. Includes nine AW189 heavy helicopters (of which two were delivered and are undergoing additional configuration) and three AW139 medium helicopters (all three of which were delivered and are undergoing additional configuration).

(2) Options include 10 AW189 heavy helicopters and 10 H135 light-twin helicopters.

Results of Operations for Current Quarter compared to Preceding Quarter

(in thousands, except percentages)

The following table presents our operating results and other statement of operations information for the Current Quarter and Preceding Quarter.

nm = Not Meaningful

Flight Hours by Segment

23

Offshore Energy Services

Revenues from Offshore Energy Services were $2.4 million lower in the Current Quarter. Revenues in Europe and Africa were $6.6 million and $1.5 million lower, respectively, primarily due to lower utilization, while revenues in the Americas were $5.7 million higher primarily due to higher utilization. Operating income was $1.2 million lower in the Current Quarter primarily due to the lower revenues, partially offset by lower general and administrative expenses of $1.4 million primarily due to lower professional services fees. Overall operating expenses were consistent with the Preceding Quarter primarily due to higher personnel costs, offset by lower repairs and maintenance and other operating costs. Personnel costs were $7.3 million higher primarily due to the absence of a seasonal personnel cost benefit in Norway of $4.2 million in the Preceding Quarter, higher benefits costs of $1.8 million in Europe and the U.S. in the Current Quarter, and higher overtime costs of $0.8 million in the U.S and Trinidad. Repairs and maintenance costs were $5.3 million lower primarily due to higher vendor credits. Other operating expenses were $2.3 million lower primarily due to lower subcontractor costs of $1.8 million related to activity in Africa and Norway, and lower reimbursable expenses of $1.6 million in Europe, partially offset by higher freight costs of $0.9 million.

Government Services

Revenues from Government Services were $8.4 million higher in the Current Quarter primarily due to the ongoing transition of the Irish Coast Guard ("IRCG") contract, as an additional base commenced operations in the third quarter. Operating income was $2.6 million in the Current Quarter compared to an operating loss of $1.9 million in the Preceding Quarter primarily due to the higher revenues, partially offset by higher operating expenses of $2.8 million and higher general and administrative expenses of $0.8 million. The increase in operating expenses was primarily due to higher other operating costs of $4.6 million due to higher subcontractor costs, increased amortization of deferred costs, and higher personnel costs of $2.2 million related to new Government Services contracts, partially offset by lower repairs and maintenance costs of $4.0 million due to higher vendor credits and the timing of repairs. The increase in general and administrative expenses was primarily due to higher professional services fees and personnel costs related to contract transitions.

Other Services

Revenues from Other Services were $3.8 million higher in the Current Quarter primarily due to higher activity in Australia of $4.8 million, partially offset by lower revenues of $1.1 million due to the conclusion of a dry-lease contract. Operating income was $2.0 million higher in the Current Quarter primarily due to the higher revenues, partially offset by higher operating expenses of $1.9 million related to the increased activity in Australia.

Corporate

Operating income was $0.1 million in the Current Quarter compared to an operating loss of $2.5 million in the Preceding Quarter primarily due to increased gains on asset dispositions of $2.0 million and lower general and administrative expenses of $0.5 million. During the Current Quarter, the Company sold or otherwise disposed of two AW139 medium helicopters resulting in net gains of $8.2 million. During the Preceding Quarter, the Company sold or otherwise disposed of two AW139 medium helicopters resulting in net gains of $6.2 million. General and administrative expenses were lower due to decreased personnel costs.

Other, net

Other expense, net of $3.1 million in the Current Quarter resulted from foreign exchange losses. Other income, net of $17.6 million in the Preceding Quarter primarily resulted from foreign exchange gains.

Income tax benefit (expense)

Income tax benefit was $11.8 million in the Current Quarter compared to income tax expense of $20.4 million in the Preceding Quarter. The income tax benefit and resulting effective tax rate in the Current Quarter were impacted by a valuation allowance released in Australia, the earnings mix of the Company's global operations and higher deductible business interest expenses, partially offset by the recognition of certain deferred tax assets.

Results of Operations for Current Year compared to Prior Year

(in thousands, except percentages)

The following table presents our operating results and other statement of operations information for the Current Year and Prior Year:

Flight Hours by Segment

25

Offshore Energy Services

Revenues from Offshore Energy Services were $17.1 million higher in the Current Year. Revenues in Africa were $20.2 million higher primarily due to higher utilization and additional aircraft capacity. Revenues in the Americas were $9.1 million higher primarily due to higher utilization in the U.S. and Brazil, which was partially offset by lower utilization in Trinidad and the absence of a one-time benefit in the Prior Year related to the transition from cash basis recognition to an accrual basis of accounting in Canada. Revenues in Europe were $12.2 million lower primarily due to lower utilization, partially offset by higher rates and favorable foreign exchange gains. Operating income was $25.6 million higher in the Current Year primarily due to the higher revenues coupled with lower general and administrative expenses of $5.1 million and lower operating expenses of $4.5 million, partially offset by lower earnings from unconsolidated affiliates of $1.9 million. The decrease in general and administrative expenses was primarily due to lower professional services fees, insurance and indirect tax expenses. Repairs and maintenance costs were $20.0 million lower primarily due to higher vendor credits. Fuel costs were $6.6 million lower due to lower global fuel prices and decreased flight hours in Europe. Insurance costs were $1.2 million lower primarily due to lower aircraft insurance premiums. Other operating expenses were $12.3 million higher primarily due to higher reimbursable expenses, freight, subcontractor and training costs. Personnel costs were $11.0 million higher primarily due to increased headcount in Africa and Brazil due to increased activity, higher compensation costs in Norway due to labor agreement escalations, and unfavorable foreign exchange impacts.

Government Services

Revenues from Government Services were $32.2 million higher in the Current Year due to the commencement of the IRCG contract and higher UKSAR revenues primarily due to favorable foreign exchange gains. Operating income was $12.1 million lower primarily due to higher expenses attributable to the commencement of new contracts in Ireland and the UK, partially offset by higher revenues. Operating expenses were $38.4 million higher primarily due to higher subcontractor costs of $20.6 million, higher amortization of deferred costs of $5.2 million, increased personnel costs of $9.5 million and other operating expenses of $6.9 million, partially offset by lower repairs and maintenance costs of $3.8 million primarily due to increased vendor credits. Additionally, general and administrative costs and depreciation and amortization expenses were $4.1 million and $1.9 million higher, respectively, primarily due to the ongoing transitions of the new Government Services contracts.

Other Services

Revenues from Other Services were $1.9 million higher in the Current Year primarily due to higher activity in Australia, partially offset by lower revenues due to the conclusion of certain dry-lease contracts. Operating income from Other Services was $1.8 million lower primarily due to higher operating expenses of $4.6 million, offsetting the higher revenues of $1.9 million and lower depreciation and amortization expenses of $0.7 million. The increase in operating expenses was comprised of higher other operating expense of $2.3 million, higher lease expenses of $1.2 million and higher personnel costs of $1.0 million. These increases were all primarily driven by increased fixed wing services activity in Australia and is the result of additional aircraft leases, increased headcount, ground handling costs and other variable expenses.

Corporate

Total operating losses for Corporate were $14.3 million lower than the Prior Year primarily due to increased gains on disposal of assets. During the Current Year, the Company sold or otherwise disposed of four AW139 medium helicopters and various other assets, resulting in net gains of $13.9 million. During the Prior Year, the Company sold or otherwise disposed of aircraft and other assets resulting in losses of $1.0 million.

Interest Expense, net

Interest expense, net was $1.0 million higher in the Current Year primarily due to higher interest on higher debt balances of $2.9 million and the acceleration of the amortization of deferred financing costs of $1.8 million due to the prepayment of principal on the UKSAR Debt, partially offset by higher capitalized interest on new aircraft of $3.9 million.

Other, net

Other income, net was $21.6 million higher in the Current Year primarily due to higher foreign exchange gains.

Income tax expense

Income tax expense was $1.4 million lower in the Current Year primarily due to a valuation allowance released in Australia, partially offset by the earnings mix of the Company’s global operations.

Liquidity and Capital Resources

General

As of September 30, 2025, we had $245.5 million of unrestricted cash and $67.9 million of remaining availability under our ABL Facility for total liquidity of $313.4 million. As of September 30, 2025, approximately 68% of our total cash balance was held outside the U.S. Most of our cash held outside the U.S. could be repatriated to the U.S., and any such repatriation could be subject to additional taxes. If cash held by non-U.S. operations is required for funding operations in the U.S., we may make a provision for additional taxes in connection with repatriating this cash, which is not expected to have a significant impact on our results of operations.

Summary of Cash Flows

(in thousands)

Operating Activities

Operating cash flows were $4.9 million lower in the Current Year primarily due to an increase in net working capital uses, partially offset by an increase in operating income. Working capital uses of $49.3 million in the Current Year primarily resulted from increases in inventory to support new contracts and to mitigate risks related to supply chain constraints and an increase in other assets primarily related to start-up costs for new Government Services contracts. Working capital uses of $10.1 million in the Prior Year were primarily due to increases in inventory to support new contracts and to mitigate risks related to supply chain constraints.

Investing Activities

During the Current Year, net cash used in investing activities was $60.2 million consisting of:

• Capital expenditures of $112.9 million primarily related to payments for aircraft, leasehold improvements and purchases of equipment, partially offset by
• Proceeds of $52.7 million from the sale of assets.

During the Prior Year, net cash used in investing activities was $167.4 million consisting of:

• Capital expenditures of $171.9 million primarily related to payments for aircraft, purchases of equipment and leasehold improvements, partially offset by
• Proceeds of $4.5 million from the sale of assets.

Financing Activities

During the Current Year, net cash used in financing activities was $56.0 million primarily consisting of:

• Repayments of debt of $53.7 million related to the principal on secured equipment term loans, and
• Stock repurchases of $9.1 million, partially offset by
• Proceeds from borrowings of $5.8 million.

During the Prior Year, net cash provided by financing activities was $63.3 million primarily consisting of:

• Proceeds from borrowings of $82.3 million, partially offset by
• Repayments of debt of $11.5 million primarily related to the principal on secured equipment term loans,
• Stock repurchases of $4.1 million, and
• Payments on debt issuance costs of $3.5 million.

Effect of Exchange Rate Changes

The effect of exchange rate changes on cash and cash equivalents denominated in currencies other than the reporting currency are reflected in a separate line on the condensed consolidated statement of cash flows. Through our foreign operations, we are exposed to currency fluctuations, and changes in the value of the GBP relative to the U.S. dollar have the most significant impacts to the effect of exchange rate changes on our cash, cash equivalents and restricted cash.

Capital Allocation Framework

We consistently evaluate the best uses of our cash flow and aim to yield the highest value and return on capital. Our capital allocation strategy includes the following:

Balance Sheet:

• Protect and maintain a strong balance sheet and liquidity position by paying down debt to a balance of approximately $500 million gross debt by the end of 2026. During the nine months ended September 30, 2025, we made $40.1 million (£29.6 million) of accelerated principal payments on the UKSAR Debt in support of this target.
• Structure leases and debt to facilitate financial flexibility.

Growth:

• Pursue high impact, high return organic growth opportunities, which currently prioritizes the completion of the new IRCG and UKSAR2G contract transitions. We are also currently upgrading our fleet with new OES configured AW189 helicopters to meet customer demand and enhance profitability.
• Assess other growth opportunities through potential mergers and acquisitions. In addition, we are pursuing various Advanced Air Mobility (AAM) opportunities.

Shareholder Capital Returns:

• Opportunistically buy back shares using our $125 million share repurchase program. During the nine months ended September 30, 2025, we repurchased 123,966 shares of common stock in open market transactions for gross considerations of $4.0 million, which represents an average cost per share of $32.43. As of September 30, 2025, $121.0 million remained available of the $125.0 million stock purchase program authorized in February 2025.
• Plan to initiate a quarterly cash dividend program beginning in the first quarter of 2026, with an initial dividend payment of $0.125 per share ($0.50 per share annualized).

Material Cash Requirements

Our primary sources of liquidity include unrestricted cash balances, cash flows from operations, borrowings under our ABL Facility and, from time to time, we may obtain additional liquidity through the issuance of equity, debt, other financing options or through asset sales. Our primary uses of liquidity include working capital needs to fund operations, meeting our capital commitments and growth expenditure plans (including the purchase of aircraft, property and other equipment), the repurchase of stock or debt securities, payment of debt service obligations and executing on our other capital allocation targets.

As of September 30, 2025, we had no near-term debt maturities, other than the current portion of long-term debt of $22.1 million, and our total debt balance, net of deferred financing fees, was $675.0 million which was comprised of the 6.875% Senior Notes due in March 2028, the UKSAR Debt maturing in March 2036, and the IRCG Debt maturing in June 2031.

We believe that our cash flows from operations and other sources of liquidity will continue to be sufficient to meet working capital requirements, debt service obligations and capital expenditure commitments, while meeting capital allocation targets. Our long-term liquidity is dependent upon our ability to generate operating profits sufficient to meet our requirements for operations, debt service, capital expenditures and a reasonable return on investment.

Contractual Obligations and Commercial Commitments

We have various contractual obligations that are recorded as liabilities on our consolidated balance sheets. Other items, such as certain purchase commitments and other executory contracts, are not recognized as liabilities on our consolidated balance sheets.

As of September 30, 2025, we had unfunded capital commitments of $115.9 million, consisting primarily of agreements to purchase seven AW189 heavy helicopters, which are scheduled to be delivered in 2025 and 2026. In addition, the Company has outstanding options to purchase up to ten additional AW189 helicopters and ten H135 light-twin helicopters. If these options are exercised, the AW189 helicopters and H135 helicopters would be scheduled for delivery between 2027 and 2028. The Company may, from time to time, purchase aircraft for which it has no orders.

Lease Obligations

From time to time, we may, under favorable market conditions and when necessary, enter into aircraft lease agreements in support of our global operations.

We have non-cancelable operating leases in connection with the lease of certain equipment, including leases for aircraft, land and facilities used in our operations. The related lease agreements, which range from non-cancelable to month-to-month terms, generally provide for fixed monthly rentals and can also include renewal options. As of September 30, 2025, aggregate undiscounted future payments under all non-cancelable operating leases that have initial or remaining terms in excess of one year were as follows (in thousands):

Selected Financial Information on Guarantors of Securities

On February 25, 2021, the Company issued its 6.875% Senior Notes due 2028. The 6.875% Senior Notes, issued under an indenture, are fully and unconditionally guaranteed as to payment by a number of subsidiaries of the Company (collectively, the “Guarantors”). The Company is a holding company with no significant assets other than the stock of its subsidiaries. In order to meet its financial needs and obligations, the Company relies exclusively on income from dividends and other cash flow from such subsidiaries. The subsidiary guarantees provide that, in the event of a default on the 6.875% Senior Notes, the holders of the 6.875% Senior Notes may institute legal proceedings directly against the Guarantors to enforce the guarantees without first proceeding against the Company.

None of the non-Guarantor subsidiaries of the Company are under any direct obligation to pay or otherwise fund amounts due on the 6.875% Senior Notes or the guarantees, whether in the form of dividends, distributions, loans or other payments. If such subsidiaries are unable to transfer funds to the Company or Guarantors and sufficient cash or liquidity is not otherwise available, the Company or Guarantors may not be able to make principal and interest payments on their outstanding debt, including the 6.875% Senior Notes or the guarantees. The following selected financial information of the Guarantors presents a sufficient financial position of the Company to continue to fulfill its obligations under the requirements of the 6.875% Senior Notes. This selected financial information should be read in conjunction with the accompanying consolidated financial statements and notes (in thousands).

29

Critical Accounting Estimates

See Part II, Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Critical Accounting Estimates” of the Annual Report on Form 10-K for a discussion of our critical accounting estimates. There have been no material changes to our critical accounting policies and estimates since the Annual Report on Form 10-K.

For discussion of recent accounting pronouncements and accounting changes, see Part I, Item 1, “Financial Statements”, Note 1 in this Quarterly Report on Form 10-Q.

We are subject to certain market risks arising from the use of financial instruments in the ordinary course of business. This risk arises primarily as a result of potential changes in the fair market value of financial instruments that would result from adverse fluctuations in foreign currency exchange rates, credit risk, and interest rates.

For additional information about our exposure to market risk, refer to Part II, Item 7A, “Quantitative and Qualitative Disclosures About Market Risk” of the Annual Report on Form 10-K. Our exposure to market risk has not changed materially since December 31, 2024.

With the participation of our Chief Executive Officer and Chief Financial Officer, management evaluated, with reasonable assurance, the effectiveness of the disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of the end of the period covered by this Quarterly Report on Form 10-Q. Based on this evaluation, our principal executive officer and principal financial officer concluded that the Company’s disclosure controls and procedures were effective as of September 30, 2025.

During the quarter ended September 30, 2025, there were no changes in our internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.