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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
Date of Report (Date of earliest event reported): October 22, 2026
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Bridger Aerospace Group Holdings, Inc.
(Exact name of registrant as specified in its charter)
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| Delaware | 001-41603 | 88-3599336 |
(State or other jurisdiction
of incorporation) | (Commission
File Number) | (IRS Employer
Identification No.) |
| | | | | |
90 Aviation Lane
Belgrade MT | 59714 |
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code: (406) 813-0079
________________________________________________________
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligations of the registrant under any of the following provisions:
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| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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| ☐ | 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(s) | | Name of each exchange
on which registered |
| Common Stock, par value $0.0001 per share | | BAER | | The Nasdaq Stock Market LLC |
| Warrants, each exercisable for one share of Common Stock at an exercise price of $11.50 per share | | BAERW | | The Nasdaq Stock Market LLC |
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 x
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. o
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| Item 1.01 | Entry into a Material Definitive Agreement. |
On October 22, 2026, Bridger Aerospace Group, LLC (“Bridger”), a wholly owned subsidiary of Bridger Aerospace Group Holdings, Inc. (the “Company”), entered into an Aircraft Services Agreement (the “Agreement”) with Bridgeporth Ltd. (“Bridgeporth”), a private company limited by shares incorporated in England and Wales and an operating subsidiary of Metatek-Group Ltd. (TSX: MTEK), pursuant to which Bridger will provide dedicated aircraft availability, modification, maintenance and operational services in support of Bridgeporth’s global airborne geophysical sensor survey operations.
Under the Agreement, Bridger will modify, operate and maintain a fleet of three Basler BT-67 turbine-converted aircraft, each configured to Bridgeporth’s specifications to support onboard sensor and mission equipment. Each aircraft carries an initial term of five years commencing upon the date on which delivery by the former owner of a Bridger-owned aircraft or the lessor of a Bridger-leased aircraft, respectively, and acceptance of such aircraft by Bridger is completed. The term of the Agreement automatically renews for an additional five-year term unless either party provides timely notice of non-renewal. Bridgeporth has committed to minimum annual utilization levels per aircraft, with shortfall payments payable to Bridger if actual utilization falls below the committed minimum, in addition to fixed monthly fees and usage-based flight-hour charges payable throughout the term, subject to specified escalation and price-adjustment provisions. Bridger has committed to make each aircraft available for Bridgeporth mission tasking at a minimum availability rate of 80% on a rolling twelve-month basis, subject to specified exclusions.
The Agreement includes customary provisions regarding indemnification, insurance and risk allocation between the parties, financial assurance covenants applicable to Bridgeporth, confidentiality, export control and sanctions compliance, anti-corruption compliance and termination rights, including termination for uncured material breach, insolvency and other specified events. The Agreement requires Bridgeporth to cause Metatek-Group Ltd. to provide an unconditional and irrevocable guaranty of Bridgeporth’s payment obligations under the Agreement.
The Agreement has an estimated total revenue potential of up to $183 million (over the life of the Agreement, assuming full commitment and induction of all three aircraft and exercise of each additional renewal term), which aggregate amount reflects (i) anticipated fees during a modification and certification period for each aircraft and (ii) monthly availability fees and minimum annual flight-hour commitments across all three aircraft during their five-year initial terms and additional five-year terms. This estimated aggregate value constitutes a forward-looking statement within the meaning of the federal securities laws. Actual results may differ materially from this estimate depending on, among other things, the timing and completion of aircraft modifications and certifications, Bridgeporth’s commitment and induction of all three aircraft, actual flight-hour utilization, exercise of the additional five-year term with respect to each aircraft, and the other risks and uncertainties described in the Company’s filings with the SEC.
The foregoing description of the Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Agreement, which will be filed as an exhibit to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2026 and incorporated herein by reference upon such filing.
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| Item 7.01 | Regulation FD Disclosure. |
On October 27, 2026, the Company issued a press release announcing the Agreement. A copy of the press release is furnished as Exhibit 99.1 hereto and is incorporated herein by reference.
The information furnished pursuant to this Item 7.01, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, or otherwise subject to the liabilities of that Section, and shall not be incorporated by reference in any filing under the Securities Act of 1933 or the Securities Exchange Act of 1934, except as shall be expressly set forth by specific reference in such a filing.
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Item 9.01 | Financial Statements and Exhibits. |
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| Exhibit No. | | Description |
| 99.1 | | |
| 104 | | Cover Page Interactive Data File (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 hereunto duly authorized.
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| BRIDGER AEROSPACE GROUP HOLDINGS, INC. |
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| Dated: October 27, 2026 | By: | /s/ Justin D. Mogford |
| | Justin D. Mogford |
| | General Counsel and Corporate Secretary |