Strata Critical Medical SRTA

Strata Critical Medical reported a net loss of $7.62 million for the three months ended Sep 30, 2026.

Form
10-Q
Filed
Importance
Notable
  1. Revenue was $74.08 million for the three months ended Sep 30, 2026.
  2. Net loss was $7.62 million for the three months ended Sep 30, 2026.
  3. Cash and equivalents were $35.14 million as of Sep 30, 2026.

Written from the 10-Q on EDGAR. Check the filing before you rely on it.

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What changed

3 changes since the June 2026 10-Q

Compared with the 10-Q 0001628280-26-052256, filed Aug 4, 2026.

  1. New Legal proceedings

    New legal mention

    The decrease primarily resulted from a $(5.6) million decrease in professional fees, driven by the settlement of the Drulias class action lawsuit in 2025 and transaction and integration costs related to the Keystone…

    From the filings

    Now

    The decrease primarily resulted from a $(5.6) million decrease in professional fees, driven by the settlement of the Drulias class action lawsuit in 2025 and transaction and integration costs related to the Keystone acquisition in the prior year period.
  2. New Legal proceedings

    New legal mention

    The increase primarily resulted from (i) a $3.4 million increase in stock-based compensation, primarily reflecting a credit in 2025 from the forfeiture of grants previously awarded to the former CEO prior to his…

    From the filings

    Now

    The increase primarily resulted from (i) a $3.4 million increase in stock-based compensation, primarily reflecting a credit in 2025 from the forfeiture of grants previously awarded to the former CEO prior to his transfer to the Joby Buyer and new PSUs granted in the past 12 months, partially offset by the transfer of certain headquarters employees to the Joby Buyer in connection with the sale of the Passenger business; (ii) a $2.1 million increase in general and administrative staff and related costs attributable to the acquisition of Keystone in mid-September 2025, which contributed $3.1 million, partially offset by the transfer of certain headquarters employees in connection with the sale of the Passenger business in the third quarter of 2025 and lower pilot training costs; (iii) a $1.0 million increase in software development and IT including staff costs driven by the integration of Keystone's software, software application costs incurred to separate our software from the Passenger platform and increased users of enterprise software applications following the recent acquisitions; and (iv) a $(4.2) million decrease in professional fees, driven by the settlement of the Drulias class action lawsuit in 2025, as well as reorganization and restructuring costs following the sale of the Passenger business, including integration costs related to Keystone, partially offset by an increase in M&A transaction costs in 2026.
  3. Changed Financial statements

    Net income up 28% from Jun 30

    −$7.6M, was −$10.5M.

    From the filings

    Before

    −$10.5M

    Now

    −$7.6M
Show the redline

Section by section. Added words and removed words against the earlier filing.

Cover page 2 changes

3 unchanged paragraphs

For the quarterly period ended: June September 30, 2026

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As of July 28, October 26, 2026, there were 88,466,806 89,319,857 shares of the registrant's Common Stock, $0.0001 par value per share, issued and outstanding.

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Financial statements 470 changes

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Restricted cash 264 264

Goodwill 106,946 88,210

Total assets $ 332,698 $ 325,472

Cash and cash equivalents $ 16,317 35,136 $ 30,968

Restricted cash 265 264

Accounts receivable, net of allowance of $ 1,058 195 and $ 1,066 at June September 30, 2026 and December 31, 2025, respectively

Short-term investments 6,436 6,505 30,263

Prepaid expenses and other current assets 54,586 40,461 24,739

Total current assets 121,010 125,139 126,192

Property and equipment, net 40,704 39,622 36,444

Intangible assets, net 60,008 58,830 47,502

Goodwill 101,918 88,210

Operating right-of-use asset 3,940 3,287 3,107

Other non-current assets 90 88 24,017

Total assets $ 328,884 $ 325,472

2 unchanged paragraphs

Accounts payable and accrued expenses $ 18,381 14,358 $ 19,142

Operating lease liability, current 1,054 858 652

Other current liabilities 26,344 29,902 —

Total current liabilities 45,779 45,118 19,794

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Operating lease liability, non-current 3,201 2,765 2,655

1 unchanged paragraph

Total liabilities 53,380 46,400

Other non-current liabilities 4,129 4,355 22,073

Total liabilities 52,509 46,400

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Preferred stock, $ 0.0001 par value, 2,000,000 shares authorized; no shares issued and outstanding at June September 30, 2026 and December 31, 2025, respectively

Common stock, $ 0.0001 par value; 400,000,000 shares authorized; 88,466,806 89,317,857 and 86,702,183 shares issued at June September 30, 2026 and December 31, 2025, respectively

Additional paid in paid-in capital 433,224 437,896 424,616

1 unchanged paragraph

Accumulated deficit ( 153,913 ) ( 145,551 )

Accumulated deficit ( 161,528 ) ( 145,551 )

Total stockholders' equity 279,318 276,375 279,072

Total liabilities and stockholders' equity $ 332,698 328,884 $ 325,472

3 unchanged paragraphs

Six Months Ended June 30,

Revenue $ 72,506 $ 45,108 $ 139,890 $ 81,056

Cost of revenue 57,291 36,101 110,558 64,996

Gross profit 15,215 9,007 29,332 16,060

Three Months Ended June September 30,

Nine Months Ended September 30,

Revenue $ 74,081 $ 49,298 $ 213,971 $ 130,354

Cost of revenue 57,261 38,644 167,819 103,640

Gross profit 16,820 10,654 46,152 26,714

2 unchanged paragraphs

Total operating expenses 20,623 13,648 37,714 26,386

Operating loss from continuing operations ( 5,408 ) ( 4,641 ) ( 8,382 ) ( 10,326 )

Total operating expenses 20,651 16,276 58,365 42,662

Operating loss from continuing operations ( 3,831 ) ( 5,622 ) ( 12,213 ) ( 15,948 )

1 unchanged paragraph

Interest income, net 331 1,155 804 2,476

Total other non-operating income (loss) ( 5,108 ) 1,232 268 5,305

Loss from continuing operations before income taxes ( 10,516 ) ( 3,409 ) ( 8,114 ) ( 5,021 )

Interest income, net 146 1,127 950 3,603

Change in fair value of warrant liabilities 71 77 — 33 1,530 2,829 2,862

Change in fair value of assets and other liabilities ( 5,510 2,649 ) — ( 2,066 4,715 ) —

Realized loss from sales of short-term investments ( 1,281 ) ( 5,195 ) ( 1,281 ) ( 5,195 )

Total other non-operating income (loss) ( 3,784 ) ( 4,035 ) ( 3,516 ) 1,270

Loss from continuing operations before income taxes ( 7,615 ) ( 9,657 ) ( 15,729 ) ( 14,678 )

1 unchanged paragraph

Net loss from continuing operations ( 10,516 ) ( 3,409 ) ( 8,114 ) ( 5,021 )

Net loss from discontinued operations — ( 334 ) ( 248 ) ( 2,215 )

Net loss $ ( 10,516 ) $ ( 3,743 ) $ ( 8,362 ) $ ( 7,236 )

Net loss from continuing operations ( 7,615 ) ( 9,657 ) ( 15,729 ) ( 14,678 )

Net income (loss) from discontinued operations — 67,073 ( 248 ) 64,858

Net income (loss) $ ( 7,615 ) $ 57,416 $ ( 15,977 ) $ 50,180

1 unchanged paragraph

Discontinued operations — ( 0.01 ) — ( 0.03 )

Continuing operations $ ( 0.12 0.09 ) $ ( 0.04 0.12 ) $ ( 0.10 0.18 ) $ ( 0.06 0.18 )

Discontinued operations — 0.81 — 0.80

Total basic and diluted earnings (loss) per share $ ( 0.12 0.09 ) $ ( 0.05 ) 0.70 $ ( 0.10 0.18 ) $ ( 0.09 ) 0.62

1 unchanged paragraph

Basic 86,213,930 81,297,402 85,770,897 80,598,483

Diluted 86,213,930 81,297,402 85,770,897 80,598,483

Basic 88,274,370 82,454,657 86,614,558 81,223,912

Diluted 88,274,370 82,454,657 86,614,558 81,223,912

2 unchanged paragraphs

Three Months Ended June 30, Six Months Ended June 30,

Net Loss $ ( 10,516 ) $ ( 3,743 ) $ ( 8,362 ) $ ( 7,236 )

Unaudited Interim Condensed Consolidated Statements of Comprehensive (Loss) Income (in thousands)

Three Months Ended September 30, Nine Months Ended September 30,

Net income (loss) $ ( 7,615 ) $ 57,416 $ ( 15,977 ) $ 50,180

1 unchanged paragraph

Foreign currency translation adjustments — 2,899 — 4,215

Other comprehensive income — 2,899 — 4,215

Comprehensive loss $ ( 10,516 ) $ ( 844 ) $ ( 8,362 ) $ ( 3,021 )

Foreign currency translation adjustments — ( 5,968 ) — ( 1,753 )

Other comprehensive income (loss) — ( 5,968 ) — ( 1,753 )

Comprehensive (loss) income $ ( 7,615 ) $ 51,448 $ ( 15,977 ) $ 48,427

4 unchanged paragraphs

Balance as of April 1, 2026 86,521,570 $ 7 $ 429,121 $ — $ ( 143,397 ) $ 285,731

Net loss — — — — ( 10,516 ) ( 10,516 )

Balance as of April 1, 2025 80,973,634 $ 7 $ 407,047 $ 3,069 $ ( 190,391 ) $ 219,732

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Forward-looking statements 201 changes

49 unchanged paragraphs

• our ability to remediate any material weaknesses or maintain effective internal controls over financial reporting;

1 unchanged paragraph

• the other factors described elsewhere in this Quarterly Report on Form 10-Q and our Annual Report on Form 10-K for the year ended December 31, 2025, included under the headings "Risk Factors," "Management's Discussion and Analysis of Financial Condition and Results of Operations" or as described in the other documents and reports we file with the SEC.

1 unchanged paragraph

Strata's mission is to increase the number of organs that are successfully transplanted while leveraging the Company's expertise and resources to provide other medical and logistics services to a broader customer base. Strata's goals are closely aligned with those of all participants in the transplant ecosystem, including transplant centers, regulators, OPOs, and other service providers. We believe that, by working with Strata, industry participants can save money, save more lives and operate more efficiently.

Strata Critical Medical, Inc. ("Strata" or the "Company") is a national provider of time-critical logistics and medical services provider to the United States healthcare industry. The Company operates one of the nation's largest air transport and surgical services networks for transplant hospitals and Organ Procurement Organizations ("OPOs"), offering an integrated "one call" solution for donor organ recovery. Strata's core services include air and ground logistics, surgical organ recovery, organ placement and normothermic regional perfusion and preservation for the transplant industry, as well as perfusion staffing, and equipment solutions and clinical support for cardiovascular surgery centers. These services were previously offered under the Trinity Medical Solutions ("Trinity") and Keystone brands, which were rebranded to a unified Strata brand in 2026.

Strata's mission is to deliver expert clinical and logistics services that help the Company's partners save more lives. Strata works alongside hospitals, OPOs, and surgical teams to increase the number of successful organ transplants and enable more efficient cardiovascular procedures, supported by a nationwide network of surgeons, perfusionists, logistics teams, aircraft, vehicles, and medical equipment. We believe that, by working with Strata, industry participants can save money, save more lives and operate more efficiently.

13 unchanged paragraphs

On August 29, 2025, the Company completed the previously disclosed sale of its Passenger business to Joby Aero, Inc. ("Joby Buyer"), pursuant to an Equity Purchase Agreement, dated August 1, 2025 (the "Joby Purchase Agreement"). The Passenger business acquired by Joby Buyer consisted of the Company's business of offering, selling, promoting, marketing, planning, booking, brokering, coordinating and arranging the transportation of passengers on aircraft operated by other entities and related ground transportation services. The purchase price received by the Company upon the consummation of the transactions contemplated by the Joby Purchase Agreement was approximately $76.0 million based on the closing price per share of $14.27 of Joby Aviation, Inc.'s ("Joby Aviation") common stock as of August 28, 2025, after giving effect to certain pre-closing adjustments and indemnity holdbacks pursuant to the terms of the Joby Purchase Agreement, consisting of 5,325,585 shares of Joby Aviation's common stock, par value $0.0001 per share (the "Buyer Shares"). The Company subsequently sold the Buyer Shares received in connection with closing for net proceeds of $70.2 million. During the three months ended September 30, 2026, the Company received $16.6 million in Buyer Shares in settlement of the EBITDA earn-out, 2,419,801 shares, valued at the closing price of $6.84 per share on September 8, 2026. These shares were subsequently sold for net proceeds of $15.3 million. The Company may receive up to an additional $35.0 $17.5 million in consideration upon the satisfaction of certain financial performance and employee retention targets described in the Joby Purchase Agreement during the 12 and within 18 months respectively, following the closing of this transaction, payable in cash or Buyer Shares at Joby Buyer's election, as well as the release of up to $10.0 million in indemnity holdbacks. The number of Buyer Shares issued to the Company, if any, shall be based on the average of the daily volume-weighted average sales price per Buyer Share on the New York Stock Exchange for each of the ten consecutive trading days ending on and including the first trading day preceding the applicable measurement dates described in the Joby Purchase Agreement.

New York Stock Exchange for each of the ten consecutive trading days ending on and including the first trading day preceding the applicable measurement dates described in the Joby Purchase Agreement.

1 unchanged paragraph

The results of operations through August 29, 2025, the transaction date, reflect the financial results of the Passenger business as discontinued operations. The cash flows and comprehensive income of the Passenger business have not been separately presented and are included in the unaudited interim condensed consolidated statements of cash flows and unaudited interim condensed consolidated statements of comprehensive (loss) income, respectively, for the prior year period. Unless otherwise indicated, the information in the notes to the unaudited interim condensed consolidated financial statements refer refers only to Strata's continuing operations and do does not include discussion of balances or activity of the Passenger business.

1 unchanged paragraph

On September 16, 2025, the Company completed the acquisition of Keystone Perfusion Services, LLC ("Keystone"), an organ recovery and normothermic regional perfusion service provider to the transplant industry, pursuant to a Purchase and Sale Agreement, dated September 16, 2025 (the "Keystone Purchase Agreement"), for the following upfront payments: cash $111.3 million (comprised of $67.0 million paid directly to the seller and $44.3 million directed by the seller to other parties on the close date) and 3,434,609 shares of the Company's common stock, where 1,717,303 were held in escrow at closing. The purchase consideration was subject to adjustment based on Keystone's actual 2025 Adjusted EBITDA performance. Based on that performance, 675,334 shares were returned from escrow and retired During the three nine months ended March 31, September 30, 2026, reducing the 1,062,294 of these shares were forfeited to the Company and the remaining in escrow 655,009 shares were released to 1,041,969 , the remainder of which is held sellers (subject to cover potential indemnification obligations under a multi-year lockup). Of the Keystone Purchase Agreement. forfeited shares, 386,960 remain issued pending cancellation by the transfer agent as of September 30, 2026. In addition, total potential earn-out payments of up to $23.0 million in the aggregate for the three-year period from 2026 through 2028 may be made contingent upon Keystone's achievement of gross profit targets (as defined in the Keystone Purchase Agreement).

On April 30, 2026, the Company acquired the assets of Ohio Valley Perfusion Associates, Inc. ("OVPA"), a regional provider of perfusion and related clinical services, including extracorporeal membrane oxygenation ECMO and autotransfusion services, to cardiac surgery programs in Ohio and Pennsylvania, for consideration of approximately $1.1 million.

On June 2, 2026, the Company completed the acquisition of 100% of the equity interests of Louisville Perfusion Services, LLC ("LPS"), a regional provider of perfusion and blood management services to cardiac surgery programs in Kentucky, for $16.1 $16.4 million in cash consideration, paid at closing, plus up to an additional $4.1 million in contingent consideration based on the financial performance retention of LPS key clients during the 12 months following closing.

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In recent years, the supply of donor organs has increased consistently, driven primarily by (i) increased utilization of Donation after Circulatory Death, which has expanded the pool of eligible donors; (ii) advancements in technology, including machine and regional perfusion; and (iii) regulatory changes enabling more efficient allocation of organs to recipients with higher need. However, there is no guarantee that this growth will continue; for example, recent months have shown a flattening in the number of deceased organ donors in America. the United States.

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We primarily serve transplant centers, OPOs, and hospitals. Logistics support for the hearts, lungs, heart, lung, and livers transplantations liver transplants that make up the vast majority of our business is typically requested only hours before the required departure time. Our ability to successfully fulfill these requests with consistent pricing on the requested aircraft type is the primary metric by which our customers evaluate our logistics performance.

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The results of operations for the three and six nine months ended June September 30, 2026 and 2025 reflect the financial results of the Passenger business as discontinued operations. There were no assets or liabilities of the Passenger business remaining as of June September 30, 2026 or December 31, 2025. See Note 5 to the unaudited interim condensed consolidated financial statements included in this Quarterly Report on Form 10-Q for additional information.

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Three Months Ended June 30, Six Months Ended June 30,

Revenue $ 72,506 $ 45,108 $ 139,890 $ 81,056

Gross profit 15,215 9,007 29,332 16,060

Three Months Ended September 30, Nine Months Ended September 30, (in thousands)

Revenue $ 74,081 $ 49,298 $ 213,971 $ 130,354

Gross profit 16,820 10,654 46,152 26,714

2 unchanged paragraphs

Total operating expenses 20,623 13,648 37,714 26,386

Operating loss from continuing operations (5,408) (4,641) (8,382) (10,326)

Total operating expenses 20,651 16,276 58,365 42,662

Operating loss from continuing operations (3,831) (5,622) (12,213) (15,948)

1 unchanged paragraph

Interest income, net 331 1,155 804 2,476

Total other non-operating income (loss) (5,108) 1,232 268 5,305

Loss from continuing operations before income taxes (10,516) (3,409) (8,114) (5,021)

Interest income, net 146 1,127 950 3,603

Change in fair value of warrant liabilities 71 77 — 33 1,530 2,829 2,862

Change in fair value of assets and other liabilities (5,510) (2,649) — (2,066) (4,715) —

Realized loss from sales of short-term investments (1,281) (5,195) (1,281) (5,195)

Total other non-operating income (loss) (3,784) (4,035) (3,516) 1,270

Loss from continuing operations before income taxes (7,615) (9,657) (15,729) (14,678)

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Net loss from continuing operations $ (10,516) $ (3,409) $ (8,114) $ (5,021)

Net loss from discontinued operations — (334) (248) (2,215)

Net loss $ (10,516) $ (3,743) $ (8,362) $ (7,236)

Net loss from continuing operations $ (7,615) $ (9,657) $ (15,729) $ (14,678)

Net income (loss) from discontinued operations — 67,073 (248) 64,858

Net income (loss) $ (7,615) $ 57,416 $ (15,977) $ 50,180

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Three Months Ended June 30, Six Months Ended June 30,

Three Months Ended September 30, Nine Months Ended September 30,

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Logistics $ 48,240 $ 45,108 6.9 % $ 95,839 $ 81,056 18.2 %

Transplant Clinical $ 12,521 $ — NM(1) $ 22,360 $ — NM(1)

Other Clinical 11,745 — NM(1) 21,691 — NM(1)

Total Clinical $ 24,266 $ — NM(1) $ 44,051 $ — NM(1)

Total Revenue $ 72,506 $ 45,108 60.7 % $ 139,890 $ 81,056 72.6 % (1) Percentage not meaningful.

For the six months ended June 30, 2026 and 2025, revenue increased by $58.8 million, or 72.6%, from $81.1 million in 2025 to $139.9 million in 2026.

Logistics $ 44,899 $ 46,507 (3.5) % $ 140,738 $ 127,563 10.3 %

Transplant Clinical $ 15,217 $ 1,199 NM(1) $ 37,577 $ 1,199 NM(1)

Other Clinical 13,965 1,592 NM(1) 35,656 1,592 NM(1)

Total Clinical $ 29,182 $ 2,791 NM(1) $ 73,233 $ 2,791 NM(1)

Total Revenue $ 74,081 $ 49,298 50.3 % $ 213,971 $ 130,354 64.1 % (1) Percentage not meaningful.

Comparison of the Three Months Ended June September 30, 2026 and 2025

For the three months ended June September 30, 2026 and 2025, revenue increased by $27.4 $24.8 million, or 60.7%, 50.3%, from $45.1 $49.3 million in 2025 to $72.5 $74.1 million in 2026.

Logistics revenue increased decreased by $3.1 $(1.6) million, or 6.9%, (3.5)%, from $45.1 $46.5 million in 2025 to $48.2 $44.9 million in 2026, resulting from (i) increased decreased air revenue, driven by higher revenue client mix with shorter distance per flight hour, trip; partially offset by a decrease in flight hours attributable primarily to client mix; (ii) an increase in ground transportation revenue; and (iii) growth in TOPS organ placement revenue, driven by new clients and annual pricing escalators.

Clinical revenue was $24.3 $29.2 million in the current period, reflecting the acquisition of Keystone in mid-September 2025 and the acquisitions made in April and June 2026.

Comparison of the Six Nine Months Ended June September 30, 2026 and 2025

For the nine months ended September 30, 2026 and 2025, revenue increased by $83.6 million, or 64.1%, from $130.4 million in 2025 to $214.0 million in 2026.

Logistics revenue increased by $14.8 $13.2 million, or 18.2%, 10.3%, from $81.1 $127.6 million in 2025 to $95.8 $140.7 million in 2026, resulting from (i) increased air revenue, driven by growth in revenue per flight hour and in flight hours, attributable to growth with both existing and new clients, which primarily began generating revenue in the second quarter of 2025; (ii) increased ground transportation revenue; and (iii) growth in TOPS organ placement revenue, driven by new clients and annual pricing escalators.

Clinical revenue was $44.1 $73.2 million in the current period, reflecting the acquisition of Keystone in mid-September 2025 and the acquisitions made in April and June 2026.

1 unchanged paragraph

Three Months Ended June 30, Six Months Ended June 30,

Three Months Ended September 30, Nine Months Ended September 30,

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Logistics $ 8,888 $ 9,007 (1.3) % $ 18,053 $ 16,060 12.4 %

Clinical 6,327 — NM(1) 11,279 — NM(1)

Total gross profit $ 15,215 $ 9,007 68.9 % $ 29,332 $ 16,060 82.6 %

Logistics 18.4 % 20.0 % 18.8 % 19.8 %

Clinical 26.1 % — 25.6 % —

Total gross margin 21.0 % 20.0 % 21.0 % 19.8 %

Logistics $ 9,335 $ 9,990 (6.6) % $ 27,388 $ 26,050 5.1 %

Clinical 7,485 664 NM(1) 18,764 664 NM(1)

Total gross profit $ 16,820 $ 10,654 57.9 % $ 46,152 $ 26,714 72.8 %

Logistics 20.8 % 21.5 % 19.5 % 20.4 %

Clinical 25.6 % 23.8 % 25.6 % 23.8 %

Total gross margin 22.7 % 21.6 % 21.6 % 20.5 %

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Comparison of the Three Months Ended June September 30, 2026 and 2025

For the three months ended June September 30, 2026 and 2025, Logistics gross profit decreased by $(0.1) $(0.7) million, or (1.3)%, (6.6)%, from $9.0 $10.0 million in 2025 to $8.9 $9.3 million in 2026, attributable to a decline in gross margin from 20.0% 21.5% in 2025 to 18.4% 20.8% in 2026 partially offset by and a 6.9% increase (3.5)% decrease in revenue. The decrease in gross margin is mostly attributable to (i) higher fuel surcharge and fuel costs; (ii) higher owned fleet costs relative to the prior year period, (iii) customer mix shift; and (iv) lower ground margins, reflecting a higher mix of third-party operators versus owned hubs as a percentage of revenue. partially offset by increased gross margin in TOPS organ placement. For the three months ended June September 30, 2026, Clinical gross profit was $6.3 $7.5 million with a gross margin of 26.1%, 25.6%, attributable to the acquisition of Keystone in mid-September 2025 and the acquisitions made in April and June 2026.

Total gross margin increased from 20.0% 21.6% in 2025 to 21.0% 22.7% in 2026, attributable primarily to the acquisition of Keystone in mid-September 2025 and the acquisitions made in April and June 2026, which operates operate at a higher average gross margin.

Comparison of the Six Nine Months Ended June September 30, 2026 and 2025

For the six nine months ended June September 30, 2026 and 2025, Logistics gross profit increased by $2.0 $1.3 million, or 12.4%, 5.1%, from $16.1 $26.1 million in 2025 to $18.1 $27.4 million in 2026, attributable to the 18.2% 10.3% increase in revenue, partially offset by a decrease in gross margin from 19.8% 20.4% in 2025 to 18.8% 19.5% in 2026. The decrease in gross margin is mostly attributable to: (i) higher fuel surcharge and fuel costs; (ii) higher owned fleet costs relative to the prior year period; and (iii) customer mix shift. and (iv) lower ground margins, reflecting a higher mix of third-party operators versus owned hubs as a percentage of revenue. For the six nine months ended ended June September 30, 2026, Clinical gross profit was $11.3 $18.8 million with a gross margin of 25.6%, attributable to the acquisition of Keystone in mid-September 2025 and the acquisitions made in April and June 2026.

Total gross margin increased from 19.8% 20.5% in 2025 to 21.0% 21.6% in 2026, attributable primarily to the acquisition of Keystone in mid-September 2025 and the acquisitions made in April and June 2026, which operates operate at a higher average gross margin.

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and 121 more changes in the filing

Market risk 2 changes

Our primary market risk exposure is interest rate risk related to potential borrowings. Borrowings under our ABL Facility bear interest at a variable rate based on SOFR plus an applicable margin as described in Note 18 to the unaudited interim condensed consolidated financial statements included in this Quarterly Report on Form 10-Q. As of June September 30, 2026, there were no outstanding borrowings under the ABL Facility and accordingly our earnings and cash flows would not have been materially impacted by a hypothetical change in interest rates.

We do not have material exposure to foreign currency exchange rate risk as our operations are conducted entirely within the United States following the sale of our Passenger business in August 2025.

Controls and procedures 2 changes

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As of the end of the period covered by this report, ou r co-principal executive officers and principal financial officer evaluated the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). " ). Based on their evaluation of our disclosure controls and procedures, our principal co-principal executive officer officers an d principal financial officer concluded that our disclosure controls and procedures were effective as of June September 30, 2026 to provide reasonable assurance that information required to be disclosed by the Company in the reports that we file or submit under the Exchange Act is (a) recorded, processed, summarized and reported within the time periods specified in the SEC's rules and forms and (b) accumulated and communicated to management, including our principal co-principal executive officer officers and principal financial officer, as appropriate to allow for timely decisions regarding required disclosure.

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Other than the on-going integration activities related to the Keystone acquisition which will be included in our December 31, 2026 assessment, there were have been no changes in our internal control over financial reporting, as such term is defined in Rules 13a-15(f) and 15(d)-15(f) promulgated under the Securities Exchange Act of 1934, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting during the period covered by this Quarterly Report on Form 10-Q .

2 unchanged paragraphs

Unregistered sales of stock 1 change

On June 24, 2026, the Company issued 742,060 shares of our common stock as partial consideration for the acquisition of Heart and Lung Transplant National Recovery Program, LLC ("HLT-NRP"). These shares were issued in reliance upon the exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933, as amended, to the equity holders of HLT-NRP in a privately negotiated transaction not involving any public offering or solicitation.

Other information 10 changes

Rule 10b5-1 Trading Plans

The adoption or termination of contracts, instructions or written plans for the purchase or sale of our securities by our Section 16 officers and directors for the three months ended September 30, 2026, each of which is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) under the Exchange Act ("Rule 10b5-1 Plan"), were as follows:

On August 16, 2026 , Scott M. Wunsch , Chief Executive Officer of Logistics , adopted a Rule 10b5-1 Plan providing for the sale from time to time of up to 300,000 shares of common stock. The duration of the Rule 10b5-1 Plan is until November 15, 2027 or earlier if all transactions under such plan are completed.

On September 4, 2026 , William A. Heyburn , our Co-Chief Executive Officer and Chief Financial Officer , adopted a Rule 10b5-1 Plan providing for the sale from time to time of up to 300,000 shares of common stock. The duration of the Rule 10b5-1 Plan is until December 31, 2027 or earlier if all transactions under such plan are completed.

On September 4, 2026 , Melissa M. Tomkiel , our Co-Chief Executive Officer and General Counsel , adopted a Rule 10b5-1 Plan providing for the sale from time to time of up to 330,000 shares of common stock. The duration of the Rule 10b5-1 Plan is until December 31, 2027 or earlier if all transactions under such plan are completed.

On September 11, 2026 , Amir M. Cohen , our Chief Accounting and Integration Officer , amended his existing Rule 10b5-1 Plan, originally adopted on December 10, 2025, to decrease the aggregate number of shares of common stock authorized for sale from 86,470 to 41,289 and to extend the expiration date from February 28, 2027 to December 31, 2027 , or earlier if all transactions under such arrangement are completed. The amendment is deemed to constitute the termination of the existing trading plan and the adoption of a new Rule 10b5-1 trading plan intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) under the Securities Exchange Act of 1934, as amended.

Share Repurchase Program

On November 3, 2026, the Board of Directors of the Company announced a share repurchase program for up to $ 20.0 million of its Class A common stock excluding brokers' commissions (the "Program"). The Program will expire on April 28, 2028 and may be modified, suspended or discontinued at any time.

Stock repurchases under the program may be made from time to time, in the open market, in privately negotiated transactions and otherwise in accordance with applicable federal securities laws, including Rule 10b-18 of the Securities Exchange Act of 1934, as amended, and other applicable legal requirements. The timing, pricing and amounts of any repurchases will depend on a number of factors, including the market price of the Company's Class A common stock, restrictions under any financing arrangements and general market and economic conditions. The Program does not obligate the Company to repurchase any dollar amount or number of shares.

The Company also entered into the Second Amendment to Credit Agreement, dated as of October 30, 2026, by and among Strata Critical Medical, Inc., Strata Critical, Inc., Heart and Lung Transplant National Recovery Program, LLC, Louisville Perfusion Services, LLC, Trinity Air Medical, LLC, Keystone Perfusion Services, LLC, the other Loan Parties party thereto, the Lenders party thereto, and JPMorgan Chase Bank, N.A., as administrative agent (the "Administrative Agent"), pursuant to which restricted payments are permitted to be made pursuant to a share repurchase program that has been approved by the Administrative Agent. On November 2, 2026, the Administrative Agent approved the Program.

Exhibits 11 changes

4 unchanged paragraphs

10.1* First Amendment to Credit Agreement, dated as of June 1, 2026, by and among Strata Critical Medical, Inc., Strata Critical, Inc., Trinity Air Medical, LLC, Keystone Perfusion Services, LLC, the other Loan Parties party thereto, the Lenders party thereto, and JPMorgan Chase Bank, N.A., as Administrative Agent

10.2* Second Amendment to Credit Agreement, dated as of October 30, 2026 , by and among Strata Critical Medical, Inc., Strata Critical, Inc., Heart and Lung Transplant National Recovery Program, LLC, Louisville Perfusion Services, LLC, Trinity Air Medical, LLC, Keystone Perfusion Services, LLC, the other Loan Parties party thereto, the Lenders party thereto, and JPMorgan Chase Bank, N.A., as Administrative Agent

31.1* Certification of Principal Executive Officer Pursuant to Securities Exchange Act Rules 13a-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

31.2* Certification of Principal Financial Officer Pursuant to Securities Exchange Act Rules 13a-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

15 unchanged paragraphs

Date: August 4, 2026

Date: November 3, 2026

1 unchanged paragraph

Title: Co-Chief Executive Officer and General Counsel

1 unchanged paragraph

Date: August 4, 2026

Date: November 3, 2026

2 unchanged paragraphs

Date: August 4, 2026

Date: November 3, 2026

3 unchanged paragraphs

Unchanged: MD&A, Legal proceedings, Risk factors, Defaults on senior securities, Mine Safety Disclosures

Compared by code from the two filings' text and XBRL. Not advice.

The reading, claim by claim

From the filing's financial data, not stated in its text

From this 10-Q's financial data (XBRL) for the quarter ended September 30, 2026

  • The company reported revenue of $74.1 million for the quarter.
  • Strata Critical Medical, Inc. reported a net loss of $7.6 million for the quarter.
  • The company's gross margin was 22.7%, with an operating margin of -5.2% and a net margin of -10.3%.
  • Revenue increased by 50.3% compared to the same period last year.

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