Strata Critical Medical, Inc. Quarterly report [Sections 13 or 15(d)]

Quarterly report [Sections 13 or 15(d)]

Discontinued Operations

Discontinued Operations

9 Months Ended

Sep. 30, 2026

Discontinued Operations and Disposal Groups [Abstract]

Passenger Business Divestiture

On August 29, 2025, the Company completed the sale of its Passenger business to Joby Buyer pursuant to that certain Equity Purchase Agreement, dated as of August 1, 2025 (the “Joby Purchase Agreement”), among the Company, Strata Critical, Inc. (f/k/a Trinity Medical Intermediate II, Inc.), a wholly owned subsidiary of the Company, Blade Urban Air Mobility, LLC (f/k/a Blade Urban Air Mobility, Inc.), Joby Aviation and Joby Buyer, a wholly owned subsidiary of Joby Aviation. 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. At closing, the Company received consideration valued at approximately $75,357 (based on Joby Aviation’s closing stock price of $14.15 on August 29, 2025), after giving effect to pre-closing adjustments, 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 for net proceeds of $70,163. The Company was also eligible to receive up to an additional $35,000, payable in cash or Buyer Shares at Joby Buyer’s election: $17,500 upon the achievement of certain financial performance targets within 12 months (the “EBITDA earn-out”) and $17,500 upon the achievement of employee retention targets within 18 months (the “Retention earn-out”), as well as the release of up to $10,000 in indemnity holdbacks within 18 months.

The Company determined that the sale of the Passenger business represented a strategic shift that will have a major effect on its operations and financial results. Accordingly, the sale is classified as discontinued operations in accordance with ASC 205-20. The results of operations for the three and nine months ended 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 September 30, 2026 or December 31, 2025.

During the three months ended March 31, 2026, the Company made a final post-closing net working capital adjustment payment of $290 to Joby Buyer pursuant to the terms of the Joby Purchase Agreement, representing the final settlement of all purchase price adjustments under the Joby Purchase Agreement.

During the three months ended September 30, 2026, the Company received $16,551 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). On September 10, 2026, Joby Aviation filed a prospectus supplement relating to the resale of the shares, and the Company subsequently sold the shares for net proceeds of $15,271.

As of September 30, 2026, the Company continues to carry amounts arising from the Passenger business sale on its unaudited interim condensed consolidated balance sheet classified within prepaid expenses and other current assets

including: (i) the Retention earn-out of $16,240; and (ii) indemnity holdbacks of $9,281. The Company also carries a share-based payment liability of $16,830, presented within other current liabilities, related to the modification of equity awards held by the Company’s former Chief Executive Officer in connection with the sale of the Passenger business. The above assets and liabilities are remeasured at fair value at each reporting date, with subsequent changes in fair value recognized within continuing operations.

The following table summarizes the results of operations of the Passenger business, which are presented as discontinued operations:


	Three Months Ended September 30,				Nine Months Ended September 30,
	2026		2025		2026		2025
Revenue	$	—	$	32,505	$	—	$	76,556
Cost of revenue	—		21,495		—		53,673
Gross profit	—		11,010		—		22,883

Operating expenses:
Selling, general and administrative	—		3,653		—		17,144
Amortization of intangible assets	—		166		—		759
Total operating expenses	—		3,819		—		17,903

Operating income	—		7,191		—		4,980
Interest expense	—		—		—		—
Gain (loss) on sale of Passenger business	—		60,435		(344)		60,435
Income (loss) from discontinued operations before income taxes	—		67,626		(344)		65,415
Income tax expense (benefit) on discontinued operations	—		553		(96)		557
Net income (loss) from discontinued operations	$	—	$	67,073	$	(248)	$	64,858

The cash flows related to discontinued operations have not been segregated and are included in the unaudited interim condensed consolidated statements of cash flows. The following table presents depreciation and amortization, capital expenditures and other non-cash operating activities of the discontinued operations related to the Passenger business:


	Three Months Ended September 30,				Nine Months Ended September 30,
	2026		2025		2026		2025
Depreciation and amortization	$	—	$	259	$	—	$	1,285
Capital expenditures	—		108		—		296
Stock-based compensation	—		34		—		874
(Gain) loss on sale of Passenger business	—		(60,435)		344		(60,435)