In connection with the Reverse Recapitalization, the Company issued 43,769,290 shares of Common Stock, of which 39,081,744 shares were issued to Legacy Bridger Common shareholders, 2,084,357 shares were issued to the public shareholders of JCIC and 2,603,189 shares were issued to JCIC Sponsor and independent directors of JCIC upon Closing. Of the shares issued to Legacy Bridger Common shareholders and JCIC Sponsor, 233,323 and 855,000 shares are subject to continuing vesting conditions, respectively.

During the three months ended March 31, 2026, the Company granted 303,890 shares of restricted Common Stock to Alder Securities LLC, a non-employee capital structure advisor, with a grant-date fair value of $750,000. The award is subject to performance conditions tied to specified reductions in the Company’s Series A Preferred Stock.

As of June 30, 2026, management concluded that achievement of the performance condition was not probable and, accordingly, no stock-based compensation expense was recognized for this award during the three and six months ended June 30, 2026. The total unrecognized compensation cost related to this award was $750,000 as of June 30, 2026.

In January 2023, in connection with the Closing, the Company and its Board established and approved and assumed the Omnibus Plan, which allowed the Company to grant RSUs to Bridger employees (the “Participants”). RSUs are settled in shares of Common Stock as the RSUs vest. The RSUs accrue dividend equivalents associated with the underlying shares of Common Stock as the Company declares dividends. Dividends are paid to holders of RSUs in cash upon the vesting date of the associated RSU and are forfeited if the RSU does not vest. For the purposes of calculating compensation expense, the fair value of RSUs is the closing stock price on the date of grant. Generally, RSUs vest over a period of six years, subject to the Participant’s continued employment. Upon vesting of each RSU, the Company will issue one share of Common Stock to the RSU holder.


	Number of Awards	Weighted average grant date fair value
Outstanding as of December 31, 2025	5,526,665	$	5.06
Granted	4,658,717	2.13
Vested	(1,489,912)	4.02
Forfeited/Cancelled	(547,360)	8.53
Outstanding as of June 30, 2026	8,148,110	$	2.94

Outstanding as of December 31, 2024	4,472,950	$	6.94
Granted	778,000	3.07
Vested	(908,668)	5.84
Forfeited/Cancelled	(372,910)	4.10
Outstanding as of June 30, 2025	3,969,372	$	6.70

As discussed in “Note 1 – Organization and Basis of Presentation,” in connection with a separation agreement with a former executive, the Company recorded two adjustments to previously recognized stock-based compensation expense related to outstanding RSU awards. The Company accelerated the vesting of a portion of the executive's unvested RSU awards, which was accounted for as a Type III modification under ASC 718, resulting in the recognition of the remaining unrecognized compensation cost for those awards immediately. The remaining unvested RSU awards that did not vest under the terms of the separation agreement were forfeited, resulting in the reversal of previously recognized stock-based compensation expense for those awards. These two events resulted in a net reduction of approximately $3.3 million to stock-based compensation expense for the three months ended June 30, 2026. As such, for the three months ended June 30, 2026, the Company recognized a net credit to stock-based compensation expense of $1.1 million within Selling, general, and administrative expense on the Condensed Consolidated Statements of Operations. This reversal exceeded the Company’s normal ongoing stock-based compensation expense for the quarter, resulting in a net credit position. The Company does not expect this to recur at a similar magnitude in future periods. For the six months ended June 30, 2026, the Company recorded stock-based compensation expense related to RSUs of $0.3 million within Selling, general, and administrative expense on the Condensed Consolidated Statements of Operations.

For the three and six months ended June 30, 2025, the Company recorded stock-based compensation expense related to RSUs of $0.3 million and $0.6 million, respectively, within Total cost of revenues and $1.4 million and $3.1 million, respectively, within Selling, general and administrative expense on the Condensed Consolidated Statements of Operations.

For the three months ended March 31, 2026, the Company issued and settled liability-classified stock-based compensation awards to certain employees, which were settled through the issuance of common shares. The awards vested immediately upon issuance. Liability-classified awards are measured at fair value at the grant date and remeasured to fair value at each subsequent reporting date until settlement. Changes in fair value are recognized as compensation expense or a reduction thereof in the period of change. There was no change in fair value between the grant date and settlement date during the three months ended March 31, 2026. As of June 30, 2026, no liability-classified awards remained outstanding.

For the three and six months ended June 30, 2026, the Company recorded stock-based compensation expense related to liability-classified awards for common shares of zero and $0.2 million, respectively, within Total cost of revenues and zero and $0.5 million, respectively, within Selling, general and administrative expense on the Condensed Consolidated Statements of Operations. For the three and six months ended June 30, 2025, the Company recorded stock-based compensation expense related to liability-classified awards for common shares of zero within Total cost of revenues and Selling, general and administrative expense on the Condensed Consolidated Statements of Operations.

Prior to the adoption of the Omnibus Plan, during the year ended December 31, 2022, the Company granted Incentive Units to selected board members and executives. Within each grant, 80% of the Incentive Units vest annually over a four-year period subject to continued service by the grantee (the “Time-Vesting Incentive Units”), and the remaining 20% of the Incentive Units vest upon a qualifying change of control event (the “Exit-Vesting Incentive Units”). For the Time-Vesting Incentive Units, compensation cost is recognized over the requisite service period on a straight-line basis. For the Exit-Vesting Incentive Units, expense is recognized when a qualifying change of control event is considered probable, which has not occurred as of June 30, 2026. As of June 30, 2026, 40,404 Exit-Vesting Incentive Units with a weighted-average grant date fair value of $0.01 remain outstanding. Upon vesting of each Incentive Unit, the Company will issue 0.96246 shares of Common Stock to the Incentive Unit holder.

On March 18, 2025, the Company entered into a sales agreement (“ATM Agreement”) with Stifel, Nicolaus & Company, Incorporated (“Stifel”) and Canaccord Genuity LLC (together with Stifel, the “Agents”) under which we may offer and sell, from time to time, shares of our Common Stock (the “ATM Shares”) having an aggregate offering price of up to $100.0 million through the Agents in negotiated transactions that are deemed to be an “at the market offering” (the “ATM Offering”).

The ATM offering was registered under the Securities Act, pursuant to our shelf registration statement on Form S-3 (Registration Statement No. 333-276721), as previously filed with the SEC and declared effective on February 6, 2024, under which the Company filed a new prospectus supplement with the SEC with respect to the ATM Offering on March 19, 2025.

Under the ATM Agreement, the Agents may sell the ATM Shares by any method permitted by law and deemed to be an “at the market offering” as defined in Rule 415 promulgated under the Securities Act, including sales made directly on or through the Nasdaq Global Market, or any other existing trading market for the ATM Shares or in negotiated transactions at market prices prevailing at the time of sale or at prices related to such prevailing market prices. Actual sales will depend on a variety of factors to be determined by the Company from time to time, including, among other things, market conditions, the trading price of the Common Stock, capital needs and determinations by the Company of the appropriate sources of funding for the Company.

The ATM Agreement contains customary representations, warranties and agreements by the Company, and customary indemnification and contribution rights and obligations of the parties. The Company agreed to pay the Agents an aggregate commission of up to 3.0% of the aggregate gross proceeds from each sale of the ATM Shares. The Company also agreed to reimburse the Agents for certain specified expenses in connection with entering into the ATM Agreement.