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Summary of Significant Accounting Policies | 12 Months Ended
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Dec. 31, 2025
Accounting Policies [Abstract] |
Summary of Significant Accounting Policies | Summary of Significant Accounting Policies Revenue Recognition The Company recognizes revenue under Accounting Standards Codification (“ASC”) ASC 606, Revenue from Contracts with Customers. The core principle of the revenue standard is that a company should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the company expects to be entitled in exchange for those goods or services. The Company only applies the five-step model to contracts when it is probable that the Company will collect the consideration it is entitled to in exchange for the goods and services transferred to the customer. The following five steps are applied to achieve that core principle: Step 1: Identify the contract with the customer Step 2: Identify the performance obligations in the contract Step 3: Determine the transaction price Step 4: Allocate the transaction price to the performance obligations in the contract Step 5: Recognize revenue when the company satisfies a performance obligation Strata operates across two reportable segments and generates revenue primarily from transplant logistics and clinical services (see Note 11 for further information on reportable segments). The Company’s performance obligations are satisfied either at a point in time or over time, depending on the nature of the services provided. Logistics Segment Logistics services include air and ground transportation for human organs, transplant teams, and related medical materials and organ placement services. •Air and ground transportation services are time-critical services. Each transport represents a single performance obligation. Revenue is recognized at a point in time upon completion of the transport, which is when the customer has received the contracted service. •Organ placement services are provided under fixed-fee, stand-ready arrangements that provide continuous access to specialized personnel. These arrangements represent a series of distinct daily services that are substantially the same and are transferred evenly over the contract term. Revenue is recognized over time, generally on a straight-line basis. Clinical Segment Transplant clinical services include organ recovery procedures, normothermic regional perfusion (“NRP”), and preservation services. Those services are case-based clinical procedures. Each procedure represents a single performance obligation that is satisfied upon completion of the clinical procedure. Revenue is recognized as the procedure is completed. Medical disposables used in connection with clinical services are not distinct from the related clinical procedures and are treated as inputs to the combined performance obligation. Other clinical services include cardiac perfusion services, blood management and autotransfusion services, extracorporeal membrane oxygenation (“ECMO”) services, perfusion staffing, and equipment rentals. •Clinical staffing, on-call arrangements and equipment rental are recognized over the contract term. •Case-based clinical procedures are recognized as the procedure is completed. Remaining Performance Obligations The Company generally satisfies performance obligations within one year of contract inception. Accordingly, remaining performance obligations are not material. Other Revenue Considerations Transaction prices are generally fixed based on contractual rates. Variable consideration is included in the transaction price only to the extent it is probable that a significant reversal of cumulative revenue recognized will not occur. The Company does not assess whether contracts contain a significant financing component when the period between payment and service delivery is expected to be one year or less. Seasonality Our Logistics trip volumes and Clinical case volumes are correlated with the overall supply of donor hearts, livers and lungs in the United States, which can be volatile due to a variety of factors. Over the last several years, industry transplant volumes exhibited modest seasonal softness in the calendar third quarter, though our own case and flight volumes have not always followed this industry trend. Cost of Revenue Cost of revenue consists of costs of operating our aircraft fleet, including pilots’ salaries, flight costs paid to operators of aircraft and vehicles, depreciation of aircraft, vehicles and medical devices, staff costs directly supporting Logistics and Clinical services, and costs of disposable medical products. Selling, General and Administrative Selling, general and administrative (“SG&A”) expenses consist primarily of: staff costs for employees in the commercial, technology, executive, marketing and administrative functions; sales commissions; stock-based compensation; professional and consulting fees; insurance; facilities; information technology and software development costs; promotional expenses; pilot training costs; impairment of assets; and other general corporate overhead costs. SG&A expenses are expensed as incurred.. Advertising expense was immaterial for the years ended December 31, 2025 and 2024. Software Development Costs The Company incurs costs related to the development of its technology stack. The costs consist of staff costs and external vendor costs incurred during the development stage. Capitalization of costs begins when two criteria are met: (1) the preliminary project stage is completed, and (2) it is probable that the developed features will be completed and used for their intended function. Capitalization ceases when the project is substantially complete and the developed features are ready for their intended use, including the completion of all significant testing. Costs related to preliminary project activities, post implementation operating activities and system maintenance are expensed as incurred. Capitalized software development costs are included in intangible assets and amortized over three years, on a straight-line basis, which represents the manner in which the expected benefit will be derived. The amortization of capitalized software development costs are reported within Amortization of Intangible Assets in our consolidated statement of operations. Amortization of Intangible Assets Amortization of intangible assets consists of amortization of customer lists, trademarks, technology acquired in business combinations and capitalized software development costs. Amortization expense is recognized on a straight-line basis over their estimated useful lives. Stock-Based Compensation The Company accounts for stock-based compensation in accordance with ASC 718, Compensation - Stock Compensation (“ASC 718”). ASC 718 establishes accounting for stock-based awards exchanged for employee and consultant services. Under the provisions of ASC 718, stock-based compensation cost is measured at the grant date, based on the fair value of the award, and is recognized as expense over the employee’s requisite service period (generally the vesting period of the equity grant). The Company recognized forfeitures at the time the forfeiture occurs. Restricted stock units (“RSUs”) are granted at the discretion of the Company’s Board of Directors. These RSUs are restricted as to the transfer of ownership and generally vest over the requisite service period. The RSUs have various vesting dates, ranging from vesting on the grant date to as late as four years from the date of grant. Performance-Based Restricted Stock Units (“PSUs”) are granted at the discretion of the Company's Board of Directors and are subject to performance-based vesting conditions. These PSUs vest based on the achievement of certain financial performance metrics by the Company over a defined service period. Each PSU represents the right to receive one share of the Company’s common stock upon vesting. The Company evaluates the probability of achieving the performance targets and recognizes compensation expense over the requisite service period for the portion of PSUs expected to vest. Income Taxes The Company accounts for income taxes using the asset and liability method, which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been recognized in the consolidated financial statements or in the Company’s tax returns. Deferred tax assets and liabilities are determined on the basis of the differences between U.S. GAAP treatment and tax treatment of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. Changes in deferred tax assets and liabilities are recorded in the provision for income taxes. The Company assesses the likelihood that its deferred tax assets will be recovered from future taxable income and, to the extent it believes, based upon the weight of available evidence, that it is more likely than not that all or a portion of the deferred tax assets will not be realized, a valuation allowance is established through a charge to income tax expense. Potential for recovery of deferred tax assets is evaluated by considering taxable income in carryback years, existing taxable temporary differences, prudent and feasible tax planning strategies and estimated future taxable profits. Each period, the Company analyzes whether it is more-likely-than-not that tax positions will be sustained upon examination, including resolution of any related appeals or litigation processes, based on the technical merits of the positions. In evaluating whether a tax position has met the more-likely-than-not recognition threshold, the Company presumes that the position will be examined by the appropriate taxing authority that has full knowledge of all relevant information and considers that all years remain subject to examination in the US due to historical operational losses. When differences exist between tax positions taken in a tax return and amounts meeting the more-likely-than-not threshold, the company will record an uncertain tax position, resulting in one or more of the following: an increase in a liability for income taxes payable, a reduction of an income tax refund receivable, a reduction in a deferred tax asset, or an increase in a deferred tax liability. The Company records penalties and interest relating to uncertain tax positions as part of income tax expense. As of December 31, 2025, the Company has no uncertain tax positions. See Note 12 for additional information. Cash and Cash Equivalents and Restricted Cash The Company considers all highly liquid investments with a maturity of three months or less on their acquisition date as cash and cash equivalents. Restricted cash consists principally of Company funds on deposit with a financial institution, which supports a letter of credit by the financial institution in favor of the Company’s obligations to the United States Department of Transportation as well as deposits posted for collateral with certain of the Company’s vendors. Short-Term Investments Held-to-Maturity Securities The Company’s investments in held-to-maturity securities consist of investment grade U.S. Treasury obligations with maturity dates of less than 365 days. The Company has the ability and intention to hold these securities until maturity. Accordingly, these securities are recorded in the Company’s consolidated balance sheet at amortized cost and interest is recorded within interest income on the Company’s consolidated statement of operations. The held-to-maturity securities balance and fair market value at December 31, 2025 and 2024 were $30,263 and $30,281, and $108,757 and $108,832, respectively. The held-to-maturity securities gross unrealized holding gain at December 31, 2025 and 2024 were $18 and $75, respectively. The fair value hierarchy of the valuation inputs the Company utilized to determine such fair market value is Level 2. See “ – Fair Value Measurements” within Note 2 for additional information. Accounts Receivable and Allowances for Expected Credit Losses Accounts receivable consists principally of amounts due from customers which are primarily large institutional healthcare providers, including hospitals and transplant centers, that are generally provided customary payment terms. Accounts receivable are stated at amortized cost, net of an allowance for expected credit losses. The allowance for expected credit losses on receivables is used to present accounts receivable at an amount that represents the Company’s estimate of the consideration to which it expects to be entitled for amounts recognized as revenue. The allowance represents management’s estimate of expected credit losses over the contractual life of the receivables, including losses that are considered remote, and reflects expected recoveries of amounts previously written-off. The allowance is determined based on a combination of specific evaluation of individual receivables and an analysis of historical loss experience for receivables with similar risk characteristics, adjusted for current conditions and reasonable and supportable forecasts, as applicable. The Company has historically not experienced significant credit losses on its receivables. The Company generally does not require customers to provide collateral for purchases. During the year ended December 31, 2025, the Company recorded an allowance for credit losses of $1,066 related to trade receivables acquired in the Keystone acquisition, which reflects an acquisition-date fair value adjustment in accordance with the Company’s policy for potential uncollectible accounts in new acquisitions. No allowance for expected credit losses was recorded during the year ended December 31, 2024. Prepaid Expenses and Other Current Assets Prepaid expenses and other current assets consist primarily of prepaid insurance, prepayments to aircraft operators inventory and contingent consideration asset related to the sale of the Passenger business. Prepaid insurance costs are amortized on a straight-line basis over the related coverage periods. Inventory consists of finished goods and is stated at the lower of cost or net realizable value, with cost determined using the first-in, first-out (“FIFO”) method. The Company reviews inventory for excess or obsolescence and records write-downs to net realizable value when necessary. Inventory write-downs, if any, are included in cost of revenue. Prepaid expenses and other current assets consisted of the following:
|  | December 31, 2025 |  | December 31, 2024
Contingent consideration asset related to sale of business |  | $ | 12,550 |  |  | $ | — |
Prepaid expenses |  | 7,182 |  |  | 4,167 |
Other current assets |  | 5,007 |  |  | 509 |
|  | $ | 24,739 |  |  | $ | 4,676 |
Property and Equipment, Net Property and equipment are carried at cost, net of accumulated depreciation. Depreciation is computed utilizing the straight-line method over the estimated useful life of the asset. Residual values estimated for aircraft are approximately 10% of the original purchase price. Expenditures that increase the value or productive capacity of assets are capitalized, and maintenance and repair are expensed as incurred (see below under Aircraft Maintenance and Repairs). Leasehold improvements are depreciated over the shorter of the lease term or estimated useful life of the asset.
| Useful Life (in years) |  | December 31, 2025 |  | December 31, 2024
Aircraft, engines and related rotable parts (1) | 2 - 20 |  | $ | 32,454 |  |  | $ | 27,206 |
Vehicles (1) | 5 |  | 4,078 |  |  | 2,648 |
Leasehold improvements (2) | Shorter of useful life or life of lease |  | 835 |  |  | 734 |
Furniture and fixtures (2) | 5 |  | 391 |  |  | 401 |
Technology equipment (2) | 3 |  | 64 |  |  | 50 |
Medical equipment and other machinery (1) | 5 |  | 4,908 |  |  | — |
Total property and equipment, gross |  |  | 42,730 |  |  | 31,039 |
Less: Accumulated depreciation |  |  | (6,286) |  |  | (2,574) |
Total property and equipment, net |  |  | $ | 36,444 |  |  | $ | 28,465 |
(1) Depreciation expense is included within cost of revenue. (2) Depreciation expense is included within selling, general and administrative expense. For the years ended December 31, 2025 and 2024, the Company recorded depreciation expense for property and equipment of $4,296 and $2,000, respectively. For the year ended December 31, 2025, the Company disposed of $2,695 in property and equipment and likewise wrote off previously recognized accumulated depreciation of $540. The $2,695 of property and equipment disposed of during the year ended December 31, 2025 primarily relates to the impairment of an airframe, which was written down by $2,073, the write down was offset by $418 worth of associated spare parts for future use, which were reclassified on the consolidated balance sheet as Prepaid expenses and other current assets. For the year ended December 31, 2024, the Company disposed of $107 in property and equipment and likewise wrote down previously recognized accumulated depreciation of $58. Aircraft Maintenance and Repairs Unscheduled aircraft maintenance and repairs are expensed as incurred, scheduled maintenance and repairs occurring at intervals of two or more years are capitalized and depreciated over the period between these intervals. Business Combinations and Contingent Consideration The Company accounts for business combinations using the acquisition method in accordance with ASC 805, Business Combinations (“ASC 805”). Under this method, the Company recognizes the identifiable assets acquired and liabilities assumed at their estimated fair values as of the date of acquisition. The fair value of consideration transferred is allocated to the net tangible and identifiable intangible assets acquired, with the excess recorded as goodwill. The fair value of acquired intangible assets is generally determined using income-based valuation approaches, including the multi-period excess earnings method or relief-from-royalty method, depending on the nature of the assets. Management’s estimates of fair value are based on assumptions believed to be reasonable, including projected revenue growth rates, profitability margins, customer attrition rates, royalty rates, contributory asset charges, tax rates, and discount rates, as applicable. These estimates and assumptions are inherently uncertain and subject to refinement, and actual results may differ from those estimates. During the measurement period, which may extend up to one year from the acquisition date, the Company may record adjustments to provisional amounts recognized for assets acquired and liabilities assumed, with a corresponding adjustment to goodwill. Upon the measurement period’s conclusion or final determination of the fair value of the purchase price of an acquisition, whichever comes first, any subsequent adjustments are recognized in the consolidated statements of operations in the period they are identified. Acquisition-related expenses are recognized separately from the business combination and expensed as incurred. Certain business combinations include contingent consideration arrangements, which are generally based on achievement of future financial performance or future events. If it is determined the contingent consideration arrangement is not compensatory, the Company estimates fair value of contingent consideration payments as part of the initial purchase price and records the estimated fair value of contingent consideration as a liability in the consolidated balance sheet. The Company reviews and assesses the estimated fair value of contingent consideration each reporting period, and the updated fair value could differ materially from the initial estimates. Changes in the estimated fair value of the contingent consideration are recognized in earnings in the consolidated statements of operations. See Note 4 for additional information. Intangibles Assets, Net The Company has finite-lived intangible assets and goodwill. Finite-lived intangible assets are amortized over their estimated useful lives. Goodwill is not amortized but are reviewed for impairment on an annual basis, or more frequently if events or circumstances indicate that the asset may be impaired. Following initial recognition of the finite-lived intangible asset, the asset is carried at cost less any accumulated amortization. Amortization of the asset begins when the asset is available for use. Amortization is recorded in “Amortization of intangible assets” on the Company’s consolidated statement of operations. See Note 6 for additional information. Impairment of Long-Lived Assets The Company assesses long-lived assets for impairment in accordance with the provisions of ASC 360, Property, Plant and Equipment (“ASC 360”). Long-lived assets, except for goodwill, consist of property and equipment and finite-lived acquired intangible assets, such as customer lists and trademarks. Long-lived assets, except for goodwill, are tested for recoverability whenever events or changes in business circumstances indicate that the carrying amount of the asset may not be fully recoverable. If such events or changes in circumstances arise, the Company compares the carrying amount of the long-lived assets to the estimated future undiscounted cash flows expected to be generated by the long-lived assets. If the estimated aggregate undiscounted cash flows are less than the carrying amount of the long-lived assets, an impairment charge, calculated as the amount by which the carrying amount of the assets exceeds the fair value of the assets, is recorded. The fair value of the long-lived assets is determined through various valuation techniques, including estimated discounted cash flows expected to be generated from the long-lived asset and pricing information on comparable market transactions, unless another method provides a more reliable estimate. If an impairment loss is recognized, the adjusted carrying amount of a long-lived asset is recognized as a new cost basis of the impaired asset. Impairment loss is not reversed even if fair value exceeds carrying amount in subsequent periods. See Note 6 for additional information. Goodwill Goodwill represents the excess of the purchase price over the fair value of net assets acquired in a business combination and is allocated to reporting units expected to benefit from the business combination. The Company tests goodwill for impairment at least annually in the fourth quarter, or more frequently if events or changes in circumstances indicate that goodwill might be impaired. The Company evaluates its reporting units when changes in our operating structure occur, and if necessary, reassign goodwill using a relative fair value allocation approach. The Company has determined that there are two reporting units for the purpose of conducting its goodwill impairment assessment, which align with its reportable segments. In testing goodwill for impairment, the Company may elect to begin with a qualitative assessment (commonly referred to as "Step 0") to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying value. This qualitative assessment may include, but is not limited to, reviewing factors such as macroeconomic conditions, industry and market considerations, cost factors, entity-specific financial performance and other events, such as changes in the Company’s management, strategy and primary customer base. If the Company determines that it is more likely than not that the fair value of a reporting unit is less than its carrying value, the Company performs a quantitative goodwill impairment analysis by comparing the carrying amount to the fair value of the reporting unit. Performing a quantitative goodwill impairment test includes the determination of the fair value of a reporting unit by considering both guideline transaction multiples (a market approach) and projected discounted future cash flows (an income approach) and involves significant estimates and assumptions. These estimates and assumptions include, among others, revenue growth rates and operating margins used to calculate projected future cash flows, discount rates, future economic and market conditions, and the determination of appropriate revenue multiples. If the carrying amount exceeds the fair value, goodwill will be written down to the fair value and recorded as impairment expense in the consolidated statements of operations. Leases We determine if an arrangement is a lease at inception. Certain agreements, such capacity purchase agreements with third-party aircraft operators, include embedded leases under ASC 842 due to the exclusive nature of our usage rights to specific aircraft. These embedded leases arise where we have identified assets, control their use, and obtain substantially all of their economic benefits. Leases are recorded on the balance sheet as ROU assets and lease liabilities. They are classified as either operating or finance leases and lease expense is recognized within “General and administrative expenses” (air and ground hubs and offices) and “Cost of revenues” (aircraft leases embedded within certain capacity purchase agreements). As a lessee, for operating leases, total lease expense is recognized using a straight-line method. Finance leases are treated as the purchase of an asset on a financing basis. ROU assets represent our right to use an underlying asset for the lease term and lease liabilities represent our obligation to make lease payments arising from the lease. ROU assets and lease liabilities are recognized at the lease commencement date based on the estimated present value of lease payments over the lease term. When available, the Company uses the rate implicit in the lease to determine the present value of lease payments. As most leases do not provide a readily determinable implicit rate, the Company uses its estimated incremental borrowing rate at lease commencement, representing the rate it would incur to borrow, on a collateralized basis, an amount equal to the lease payments over the lease term. Our lease terms include options to extend the lease when it is reasonably certain that we will exercise that option. The Company utilizes certain practical expedients and policy elections available under the lease accounting standard. Leases with a term of 12 months or less are not recorded on our consolidated balance sheets. Our lease agreements do not contain any residual value guarantees. Under certain of our capacity purchase agreements with third-party aircraft operators, we do not own the underlying aircraft. However, since we control the specific aircraft used, the aircraft is deemed to be leased for accounting purposes. For these capacity purchase agreements, we account for the lease and non-lease components separately. The lease component consists of the aircraft and the non-lease components consist of flight operations. We allocated the consideration in the capacity purchase agreements to the lease and non-lease components based on the Company’s best estimate of standalone value. See Note 8 for additional information. Warrant Liability The Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance in ASC 480, Distinguishing Liabilities from Equity (“ASC 480”) and ASC 815, Derivatives and Hedgin g (“ASC 815”). The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the warrants meet all of the requirements for equity classification under ASC 815, including whether the warrants are indexed to the Company’s own common shares and whether the warrant holders could potentially require “net cash settlement” in a circumstance outside of the Company’s control, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the time of warrant issuance and as of each subsequent, quarterly, period-end date while the warrants are outstanding. For issued or modified warrants that meet all of the criteria for equity classification, the warrants are required to be recorded as a component of additional paid-in capital at the time of issuance. For issued or modified warrants that do not meet all the criteria for equity classification, the warrants are required to be recorded at their initial fair value on the date of issuance and each balance sheet date thereafter. The Company accounts for the warrants issued in connection with its Initial Public Offering in accordance with the guidance contained in ASC 815-40-15-7D, under which the warrants do not meet the criteria for equity treatment and must be recorded as liabilities. Accordingly, the Company classifies the warrants as liabilities at their fair value and adjusts the warrants to fair value at each reporting period. This liability is subject to re-measurement at each balance sheet date until exercised, and any change in fair value is recognized in the Company’s consolidated statements of operations. See Notes 15 and 16 for additional information. Fair Value Measurements The Company follows the guidance in ASC 820, Fair Value Measurement (“ASC 820”), for its financial assets and liabilities that are re-measured and reported at fair value at each reporting period, and non-financial assets and liabilities that are re-measured and reported at fair value at least annually. The fair value of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities). The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities: Level 1: Quoted prices in active markets for identical assets or liabilities. An active market for an asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis. Level 2: Observable inputs other than Level 1 inputs. Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities in markets that are not active. Level 3: Unobservable inputs based on management’s assessment of the assumptions that market participants would use in pricing the asset or liability. The Company measures its cash and cash equivalents at fair value using Level 1 inputs, which are based on quoted market prices. Other financial instruments, including accounts receivable, prepaid expenses and other current assets, accounts payable and accrued expenses, are carried at historical cost. Due to their short-term nature, the carrying amounts of these instruments approximate their fair values as of December 31, 2025 and 2024. Concentrations Financial instruments which potentially subject the Company to concentrations of credit risk consists principally of cash amounts on deposit with financial institutions. At times, the Company’s cash in banks is in excess of the Federal Deposit Insurance corporation (“FDIC”) insurance limit. The Company has not experienced any loss as a result of these deposits. Major Customers Three customers, each operating under separate contractual arrangements and collectively representing approximately 11% and 15% of the Company’s revenues for the years ended December 31, 2025 and 2024, respectively, are affiliated with the same national hospital group. No customers accounted for 10% of the Company’s outstanding accounts receivable as of December 31, 2025. One customer accounted for 11% of the Company’s outstanding accounts receivable as of December 31, 2024. Major Vendors One vendor accounted for 17% of the Company’s purchases from operating vendors for the year ended December 31, 2025. Two vendors accounted for 18% and 12%, respectively, of the Company’s purchases from operating vendors for the year ended December 31, 2024. One vendor accounted for 12% of the Company’s outstanding accounts payable as of December 31, 2025. Two vendors accounted for 24% and 21%, respectively, of the Company’s outstanding accounts payable as of December 31, 2024. Recently Issued Accounting Standards - Adopted In December 2023, the FASB issued ASU 2023-09, Improvements to Income Tax Disclosures (Topic 740). The ASU requires disaggregated information about a reporting entity’s effective tax rate reconciliation as well as additional information on income taxes paid. The ASU is effective for annual periods beginning after December 15, 2024 on a prospective basis. Early adoption is also permitted for annual financial statements that have not yet been issued or made available for issuance. The Company adopted this ASU for its Annual Report on Form 10-K for the fiscal year ended December 31, 2025. The adoption of this ASU impacted disclosures only and was applied prospectively. Prior period disclosures have not been adjusted to reflect the new disclosure requirements. See Note 12 for additional information. Recently Issued Accounting Pronouncements - Not Adopted In October 2023, the FASB issued ASU 2023-06, Disclosure Improvements. The new guidance clarifies or improves disclosure and presentation requirements on a variety of topics in the codification. The amendments in the update are intended to align the requirements in the FASB ASC with the SEC’s regulations. The amendments are effective prospectively on the date each individual amendment is effectively removed from Regulation S-X or Regulation S-K, or if the SEC has not removed the requirements by June 30, 2027, this amendment will be removed from the Codification and will not become effective for any entity. The Company is in the process of evaluating the impact the adoption of this ASU will have on the financial statements and related disclosures. In November 2024, the FASB issued ASU 2024-03, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses. The ASU requires additional disclosure of the nature of expenses included in the income statement as well as disclosures about specific types of expenses included in the expense captions presented in the income statement as well as disclosures about selling expenses. The ASU is effective for annual periods beginning after December 15, 2026. Early adoption is permitted. The Company is in the process of evaluating the impact the adoption of this ASU will have on the financial statements and related disclosures. In July 2025, the FASB issued ASU 2025-05, Financial Instruments — Credit Losses (Topic 326): Measurement of Credit Losses for Accounts Receivable and Contract Assets. The ASU amends guidance for measuring credit losses on current accounts receivable and current contract assets arising from transactions accounted for under ASC 606, Revenue from Contracts with Customers. The ASU is effective for annual periods beginning after December 15, 2025, and interim reporting periods within those annual reporting periods. Early adoption is also permitted for annual or interim financial statements that have not yet been issued or made available for issuance. The Company is in the process of evaluating the impact the adoption of this ASU will have on the financial statements and related disclosures. In September 2025, the FASB issued ASU 2025-06, Intangibles — Goodwill and Other — Internal-Use Software (Subtopic 350-40): Targeted Improvements to the Accounting for Internal-Use Software. The ASU clarifies and modernizes the accounting for costs related to internal-use software. The ASU is effective for annual periods beginning after December 15, 2027, and interim reporting periods within those annual reporting periods. Early adoption is also permitted for annual or interim financial statements that have not yet been issued or made available for issuance. The Company is in the process of evaluating the impact the adoption of this ASU will have on the financial statements and related disclosures. Other recent accounting pronouncements issued by the FASB (including its Emerging Issues Task Force) and the SEC have not had, or are not anticipated to have, a significant effect on the Company’s consolidated financial statements, both present and future.

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- Definition The entire disclosure for the organization, consolidation and basis of presentation of financial statements disclosure, and significant accounting policies of the reporting entity. May be provided in more than one note to the financial statements, as long as users are provided with an understanding of (1) the significant judgments and assumptions made by an enterprise in determining whether it must consolidate a VIE and/or disclose information about its involvement with a VIE, (2) the nature of restrictions on a consolidated VIE's assets reported by an enterprise in its statement of financial position, including the carrying amounts of such assets, (3) the nature of, and changes in, the risks associated with an enterprise's involvement with the VIE, and (4) how an enterprise's involvement with the VIE affects the enterprise's financial position, financial performance, and cash flows. Describes procedure if disclosures are provided in more than one note to the financial statements. + References Reference 1: http://www.xbrl.org/2009/role/commonPracticeRef -Topic 235 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 1 -Publisher FASB -URI https://asc.fasb.org/1943274/2147483426/235-10-50-1 Reference 2: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 810 -Name Accounting Standards Codification -Publisher FASB -URI https://asc.fasb.org/810/tableOfContent Reference 3: http://www.xbrl.org/2009/role/commonPracticeRef -Topic 205 -Name Accounting Standards Codification -Publisher FASB -URI https://asc.fasb.org/205/tableOfContent + Details
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