Voyager Technologies, Inc 10-Q for FY2026 Q3
Voyager Technologies, Inc. (VOYG)
10-Q
2026-11-03
For: 2026-09-30
View Original
Added on
November 03, 2026
About this 10-Q
Voyager Technologies, Inc filed this 10-Q on November 3, 2026, covering the quarter ended September 30, 2026 (FY2026 Q3).
Voyager Technologies, Inc. reported nine-month net sales of $176.7 million for the period ended September 30, 2026, but a net loss attributable to the company of $146,153 thousand. AI summary
Headline figures
Quarter ended September 30, 2026, as reported in this filing, compared with the same period a year earlier where the filing states it.
- Revenue
- $88.72M
- up 124.1% from $39.59M a year earlier
- Net loss
- $55.68M
- compared with a net loss of $16.27M a year earlier
- Diluted EPS
- -$0.91
- compared with -$0.28 a year earlier
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
___________________________
FORM 10-Q
___________________________
(Mark One)
| QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |||||
For the quarterly period ended September 30, 2026
OR
| TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |||||
For the transition period from ________ to _________
Commission File Number: 001-42694
___________________________
VOYAGER TECHNOLOGIES, INC.
___________________________
(Exact name of Registrant as specified in Charter)
| (State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) | |||||||
| (Address of principal executive offices) | (Zip Code) | |||||||
(303 ) 500-6985
Registrant’s telephone number, including area code
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||||||||
Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No o
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Indicate by check mark whether the Registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the Registrant was required to submit such files). Yes x No o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer | o | Accelerated filer | o | ||||||||
| x | Smaller reporting company | ||||||||||
| Emerging growth company | |||||||||||
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
Indicate by check mark whether the Registrant is a shell company (as defined by Rule 12b-2 of the Exchange Act). Yes o No x
There were 56,339,819 shares of registrant’s Class A common stock and 5,758,566 shares of Class B common stock outstanding as of October 30, 2026.
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FORWARD-LOOKING STATEMENTS
This Quarterly Report on Form 10-Q (the “Quarterly Report”) contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. We intend such forward-looking statements to be covered by the safe harbor provisions for forward-looking statements contained in Section 27A of the Securities Act of 1933, as amended (the “Securities Act”) and Section 21E of the Securities Exchange Act of 1934 (the “Exchange Act”). All statements other than statements of historical fact contained in this Quarterly Report should be considered forward-looking, including, but not limited to, statements regarding our future results of operations and financial position, business strategy, expected market opportunity, expected grants, funding and milestones, competition for future funding, expected benefits from the completion and commercialization of the commercial space station ("Starlab"), anticipated funding for Starlab operations, expected backlog conversion, expected purchase price allocation and accounting treatments for acquisitions, plans and objectives of management for future operations and growth and anticipated costs and capital expenditures. These statements involve known and unknown risks, uncertainties and other important factors that may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements.
Without limiting the foregoing, in some cases, you can identify forward-looking statements by terms such as “aim,” “anticipate,” “believe,” “can,” “continue,” “could,” “estimate,” “expect,” “forecast,” “goal,” “intend,” “may,” “might,” “plan,” “possible,” “potential,” “predict,” “project,” “should,” “target,” “will,” “would” or the negative of these terms or other similar expressions, although not all forward-looking statements contain these words. Forward-looking statements are based on our management’s beliefs and assumptions and on information currently available to us. Such beliefs and assumptions may or may not prove to be correct. These forward-looking statements speak only as of the date of this Quarterly Report and are subject to a number of known and unknown risks, uncertainties and assumptions, including but not limited to:
•our ability to generate, sustain and manage our growth given our limited operating history in an evolving industry;
•factors out of our control that affect our success and revenue growth;
•our ability to generate a sustainable order rate for our products and services and develop new technologies to meet customer needs;
•our compliance with development contracts with third-parties and losses from fixed price contracts;
•our history of losses and ability to achieve profitability;
•risks related to Starlab;
•the unpredictable environment of space;
•our customer concentration and risks with contracting with the U.S. government;
•risk related to our international operations, currency fluctuations and political or economic instability in markets in which we operate;
•risks related to our compliance with new or existing data privacy, cybersecurity and other applicable regulations;
•risks related to adverse global market, economic and political conditions, including military conflicts or terrorist acts, pandemics and other catastrophic events;
•risks related to our reincorporation to Texas; and
•other important factors discussed in the sections entitled “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in this Quarterly Report and Part II, Item 7. “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and Part I, Item 1A. “Risk Factors” in our Annual Report filed March 10, 2026.
These risks could cause our actual results to differ materially from those implied by forward-looking statements in this Quarterly Report. Moreover, we operate in an evolving environment. New risk factors and uncertainties may emerge from time to time, and it is not possible for management to predict all risk factors and uncertainties. Even if our results of operations, financial condition and liquidity and the development of the industry in which we operate are consistent with the forward-looking statements contained in this Quarterly Report, those results or developments may not be indicative of results or developments in subsequent periods.
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You should read this Quarterly Report and the documents that we reference herein completely and with the understanding that our actual future results may be materially different from what we expect. We qualify all of our forward-looking statements by these cautionary statements. Except as required by applicable law, we have no obligation to update or revise any forward-looking statements contained herein, whether as a result of any new information, future events, changed circumstances or otherwise.
As used in this Quarterly Report, unless the context otherwise requires, references to “we,” “us,” “our,” “our business,” the “Company,” “Voyager,” “Voyager Technologies,” and similar references refer to Voyager Technologies, Inc. and, where appropriate, Voyager Technologies, Inc. together with its consolidated subsidiaries.
Market, Industry and Other Data
The market data, industry data and other statistical information used in this Quarterly Report are based on independent industry publications, reports by market research firms or other published independent sources. Industry publications generally state that the information contained therein has been obtained from sources believed to be reliable, but there can be no assurance as to the accuracy or completeness of included information. We have not independently verified any of the data from third-party sources, nor have we ascertained the underlying economic assumptions relied upon therein. Certain market, ranking and industry data included in this Quarterly Report are based on the estimates of our management. These estimates have been derived from our management’s knowledge and experience in the markets in which we operate, as well as information obtained from surveys, reports by market research firms, trade and business organizations and other contacts in the markets in which we operate. We believe these management estimates are reliable; however, no independent sources have verified such surveys and estimates. Unless otherwise noted, all of our market share and market position information presented in this Quarterly Report is an approximation based on management’s knowledge. References herein to our being a leader in a market refer to our belief that we have a leading market share position in each such specified market, unless the context otherwise requires. In addition, the discussion herein regarding our various markets is based on how we define the markets for our solutions. Certain estimates of market opportunity, forecasts or market growth and other forward-looking information included in this Quarterly Report involve risks and uncertainties and are subject to change based on various factors.
Website Disclosure
Investors and others should note that Voyager announces material financial and operational information to its investors using press releases, Securities and Exchange Commission (“SEC”) filings and public conference calls and webcasts, as well as its investor relations site at investors.voyagertechnologies.com. Voyager may also use its website as a distribution channel of material information about the company. In addition, you may automatically receive email alerts and other information about Voyager when you enroll your email address by visiting the “Investor Email Alerts” option under the Resources tab on investors.voyagertechnologies.com.
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TABLE OF CONTENTS
| Page | |||||
PART I. FINANCIAL INFORMATION | |||||
Item 1. Financial Statements (Unaudited) | |||||
Part II. OTHER INFORMATION | |||||
| SIGNATURES | |||||
5
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
6
Voyager Technologies, Inc.
CONDENSED CONSOLIDATED BALANCE SHEETS
The accompanying notes are an integral part of these condensed consolidated financial statements
CONDENSED CONSOLIDATED BALANCE SHEETS
The accompanying notes are an integral part of these condensed consolidated financial statements
(in thousands, except share amounts) | September 30, 2026 (unaudited) | December 31, 2025 | |||||||||
| ASSETS | |||||||||||
| Current assets: | |||||||||||
| Cash and cash equivalents | $ | $ | |||||||||
| Accounts receivable, net | |||||||||||
| Contract assets | |||||||||||
| Inventories | |||||||||||
| Advanced payments, current | |||||||||||
| Prepaid expenses and other current assets | |||||||||||
TOTAL CURRENT ASSETS | |||||||||||
| Property and equipment, net | |||||||||||
| Operating lease right-of-use assets | |||||||||||
| Intangible assets, net | |||||||||||
| Goodwill | |||||||||||
| Other assets | |||||||||||
TOTAL ASSETS(1) | $ | $ | |||||||||
| LIABILITIES AND EQUITY | |||||||||||
| Current liabilities: | |||||||||||
| Accounts payable | $ | $ | |||||||||
| Contract liabilities | |||||||||||
| Operating lease liabilities | |||||||||||
| Accrued expenses and other current liabilities | |||||||||||
TOTAL CURRENT LIABILITIES | |||||||||||
| Operating lease liabilities, non-current | |||||||||||
| Contract liabilities, non-current | |||||||||||
| Convertible notes, net | |||||||||||
| Deferred tax liabilities | |||||||||||
| Other long-term liabilities | |||||||||||
TOTAL LIABILITIES(1) | $ | $ | |||||||||
Commitments and Contingencies (Note 17) | |||||||||||
Class A common stock: $ | |||||||||||
Class B common stock: $ | |||||||||||
| Additional paid-in capital | |||||||||||
| Treasury stock, at cost | ( | ( | |||||||||
| Accumulated other comprehensive loss | ( | ( | |||||||||
| Accumulated deficit | ( | ( | |||||||||
Total Voyager Technologies, Inc. equity | |||||||||||
| Noncontrolling interests | |||||||||||
TOTAL EQUITY | |||||||||||
TOTAL LIABILITIES AND EQUITY | $ | $ | |||||||||
(1) Includes balances associated with a consolidated variable interest entity (“VIE”), including amounts reflected in “TOTAL ASSETS” that can only be used to settle obligations of the VIE as well as liabilities of the VIE reflected within “TOTAL LIABILITIES” for which creditors do not have recourse to the general credit of Voyager. See “Notes to Condensed Consolidated Financial Statements—Note 16, “Joint Venture”, for additional information.
7
Voyager Technologies, Inc.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
The accompanying notes are an integral part of these condensed consolidated financial statements
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
The accompanying notes are an integral part of these condensed consolidated financial statements
| Three Months Ended | Nine Months Ended | ||||||||||||||||||||||
| (Unaudited, in thousands, except share and per share amounts) | September 30, 2026 | September 30, 2025 | September 30, 2026 | September 30, 2025 | |||||||||||||||||||
| Net sales | $ | $ | $ | $ | |||||||||||||||||||
| Cost of sales | |||||||||||||||||||||||
| Gross profit | |||||||||||||||||||||||
| Operating expenses: | |||||||||||||||||||||||
Selling, general, and administrative | |||||||||||||||||||||||
Research and development | |||||||||||||||||||||||
Amortization of acquired intangibles | |||||||||||||||||||||||
| Loss from operations | ( | ( | ( | ( | |||||||||||||||||||
| Other income (expense): | |||||||||||||||||||||||
Loss on debt extinguishment | ( | ||||||||||||||||||||||
Finance and interest expense, net | ( | ( | ( | ( | |||||||||||||||||||
Other income, net | |||||||||||||||||||||||
| Loss before income taxes | ( | ( | ( | ( | |||||||||||||||||||
Income tax benefit | ( | ( | ( | ( | |||||||||||||||||||
| Net loss | ( | ( | ( | ( | |||||||||||||||||||
| Net loss attributable to noncontrolling interests | ( | ( | ( | ( | |||||||||||||||||||
| Net loss attributable to Voyager Technologies, Inc. | ( | ( | ( | ( | |||||||||||||||||||
| Less: dividends accrued on preferred stock | |||||||||||||||||||||||
| Net loss available to common shareholders | $ | ( | $ | ( | $ | ( | $ | ( | |||||||||||||||
| Net loss per common share: | |||||||||||||||||||||||
| Basic | $ | ( | $ | ( | $ | ( | $ | ( | |||||||||||||||
| Diluted | $ | ( | $ | ( | $ | ( | $ | ( | |||||||||||||||
| Weighted-average shares outstanding: | |||||||||||||||||||||||
| Basic | |||||||||||||||||||||||
| Diluted | |||||||||||||||||||||||
8
Voyager Technologies, Inc.
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS
The accompanying notes are an integral part of these condensed consolidated financial statements
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS
The accompanying notes are an integral part of these condensed consolidated financial statements
| Three Months Ended | Nine Months Ended | ||||||||||||||||||||||
(Unaudited, in thousands) | September 30, 2026 | September 30, 2025 | September 30, 2026 | September 30, 2025 | |||||||||||||||||||
| Net loss | $ | ( | $ | ( | $ | ( | $ | ( | |||||||||||||||
| Other comprehensive income (loss), net of tax: | |||||||||||||||||||||||
Foreign currency translation adjustments | ( | ||||||||||||||||||||||
| Total comprehensive loss | ( | ( | ( | ( | |||||||||||||||||||
| Comprehensive loss attributable to noncontrolling interests | ( | ( | ( | ( | |||||||||||||||||||
| Comprehensive loss attributable to Voyager Technologies, Inc. | $ | ( | $ | ( | $ | ( | $ | ( | |||||||||||||||
9
Voyager Technologies, Inc.
CONDENSED CONSOLIDATED STATEMENTS OF EQUITY (DEFICIT) and MEZZANINE EQUITY
The accompanying notes are an integral part of these condensed consolidated financial statements
CONDENSED CONSOLIDATED STATEMENTS OF EQUITY (DEFICIT) and MEZZANINE EQUITY
The accompanying notes are an integral part of these condensed consolidated financial statements
(Unaudited, in thousands) | Class A and Class B Common Stock | Additional Paid-in Capital | Accumulated Other Comprehensive Loss | Accumulated Deficit | Total Voyager Technologies, Inc. Equity (Deficit) | Non-controlling Interests | Total Equity (Deficit) | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Three Months Ended September 30, 2026 | Class A | Class B | Treasury Stock | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Shares | Amount | Shares | Amount | Shares | Amount | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Balance at June 30, 2026 | $ | $ | $ | $ | ( | $ | ( | $ | ( | $ | $ | $ | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Net income (loss) | — | — | — | — | — | — | ( | — | — | ( | ( | ( | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Foreign currency translation adjustments | — | — | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Stock-based compensation | — | — | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Options & Warrants Exercised | — | — | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Unvested RSAs granted | — | — | — | — | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Unvested RSAs forfeited | ( | — | — | — | — | — | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Vested RSUs | — | — | — | — | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Physical settlement of prepaid forward | ( | — | — | — | — | — | ( | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Issuance of Common stock for acquisition consideration | — | — | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Capped call options associated with convertible notes | — | — | — | — | ( | — | — | — | — | ( | — | ( | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Sale of noncontrolling interest | — | — | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Balance at September 30, 2026 | $ | $ | $ | $ | ( | $ | ( | $ | ( | $ | $ | $ | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
10
Voyager Technologies, Inc.
CONDENSED CONSOLIDATED STATEMENTS OF EQUITY (DEFICIT) and MEZZANINE EQUITY
The accompanying notes are an integral part of these condensed consolidated financial statements
CONDENSED CONSOLIDATED STATEMENTS OF EQUITY (DEFICIT) and MEZZANINE EQUITY
The accompanying notes are an integral part of these condensed consolidated financial statements
(Unaudited, in thousands) | Class A and Class B Common Stock | Additional Paid-in Capital | Accumulated Other Comprehensive Loss | Accumulated Deficit | Total Voyager Technologies, Inc. Equity (Deficit) | Non-controlling Interests | Total Equity (Deficit) | Total Mezzanine Equity | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Three Months Ended September 30, 2025 | Class A | Class B | Common Stock | Preferred Stock | Treasury Stock | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Shares | Amount | Shares | Amount | Shares | Amount | Shares | Amount | Shares | Amount | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Balance at June 30, 2025 | $ | $ | $ | $ | $ | $ | ( | $ | ( | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Net income (loss) | — | — | — | — | — | — | — | — | — | — | ( | — | — | ( | ( | ( | ( | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Foreign currency translation adjustments | — | — | — | — | — | — | — | — | — | — | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Stock-based compensation | — | — | — | — | — | — | — | — | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Options Exercised | — | — | — | — | — | — | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Unvested RSAs granted | — | — | — | — | — | — | — | — | — | — | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Unvested RSAs forfeited | ( | — | — | — | — | — | — | — | — | — | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Issuance of Common stock for acquisition consideration | — | — | — | — | — | — | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Incremental IPO offering costs | — | — | — | — | — | — | — | — | ( | — | — | — | — | ( | — | ( | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Purchase of noncontrolling interest | — | — | — | — | — | — | — | — | — | — | — | — | — | ( | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Sale of noncontrolling interest | — | — | — | — | — | — | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Balance at September 30, 2025 | $ | $ | $ | $ | $ | $ | ( | $ | ( | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
11
Voyager Technologies, Inc.
CONDENSED CONSOLIDATED STATEMENTS OF EQUITY (DEFICIT) and MEZZANINE EQUITY
The accompanying notes are an integral part of these condensed consolidated financial statements
CONDENSED CONSOLIDATED STATEMENTS OF EQUITY (DEFICIT) and MEZZANINE EQUITY
The accompanying notes are an integral part of these condensed consolidated financial statements
(Unaudited, in thousands) | Class A and Class B Common Stock | Additional Paid-in Capital | Accumulated Other Comprehensive Loss | Accumulated Deficit | Total Voyager Technologies, Inc. Equity (Deficit) | Non-controlling Interests | Total Equity (Deficit) | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Nine Months Ended September 30, 2026 | Class A | Class B | Treasury Stock | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Shares | Amount | Shares | Amount | Shares | Amount | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Balance at December 31, 2025 | $ | $ | $ | $ | ( | $ | ( | $ | ( | $ | $ | $ | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Net income (loss) | — | — | — | — | — | — | ( | — | — | ( | ( | ( | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Foreign currency translation adjustments | — | — | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Stock-based compensation | — | — | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Options & Warrants Exercised | — | — | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Unvested RSAs granted | — | — | — | — | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Unvested RSAs forfeited | ( | — | — | — | — | — | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Vested RSUs | — | — | — | — | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Physical settlement of prepaid forward | ( | — | — | — | — | — | ( | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Equity exchanged for services | — | — | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Issuance of Common stock for acquisition consideration | — | — | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Capped call options associated with convertible notes | — | — | — | — | ( | — | — | — | — | ( | — | ( | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Reclassification of Warrants | — | — | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Sale of noncontrolling interest | — | — | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Balance at September 30, 2026 | $ | $ | $ | $ | ( | $ | ( | $ | ( | $ | $ | $ | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
12
Voyager Technologies, Inc.
CONDENSED CONSOLIDATED STATEMENTS OF EQUITY (DEFICIT) and MEZZANINE EQUITY
The accompanying notes are an integral part of these condensed consolidated financial statements
CONDENSED CONSOLIDATED STATEMENTS OF EQUITY (DEFICIT) and MEZZANINE EQUITY
The accompanying notes are an integral part of these condensed consolidated financial statements
(Unaudited, in thousands) | Class A and Class B Common Stock | Additional Paid-in Capital | Accumulated Other Comprehensive Loss | Accumulated Deficit | Total Voyager Technologies, Inc. Equity (Deficit) | Non-controlling Interests | Total Equity (Deficit) | Total Mezzanine Equity | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Nine Months Ended September 30, 2025 | Class A | Class B | Common Stock | Preferred Stock | Treasury Stock | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Shares | Amount | Shares | Amount | Shares | Amount | Shares | Amount | Shares | Amount | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Balance at December 31, 2024 | $ | $ | $ | $ | $ | $ | $ | ( | $ | $ | ( | $ | $ | ( | $ | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Net income (loss) | — | — | — | — | — | — | — | — | — | — | ( | — | — | ( | ( | ( | ( | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Foreign currency translation adjustments | — | — | — | — | — | — | — | — | — | ( | — | — | — | ( | — | ( | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Stock-based compensation | — | — | — | — | — | — | — | — | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Options Exercised | — | — | — | — | — | — | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Unvested RSAs granted | — | — | — | — | — | — | — | — | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Unvested RSAs forfeited | ( | — | — | — | — | — | — | — | — | — | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Issuance of Common stock, net | — | — | — | — | — | — | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Issuance of Common stock for acquisition consideration | — | — | — | — | — | — | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Issuance of Class A common stock upon initial public offering, net of underwriting costs and offering expenses | — | — | — | — | — | — | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Incremental IPO offering costs | — | — | — | — | — | — | — | — | ( | — | — | — | — | ( | — | ( | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Conversion of redeemable convertible preferred stock to Class A common stock upon initial public offering | — | — | — | — | ( | ( | — | — | — | — | — | ( | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Conversion of convertible debt to Class A common stock upon initial public offering | — | — | — | — | — | — | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Conversion of Common Stock to Class A and Class B Common Stock | ( | ( | — | — | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Issuance of Class C preferred stock, net | — | — | — | — | — | — | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Dividends accrued or settled on Class B convertible preferred stock | — | — | — | — | — | — | — | ( | — | — | — | — | ( | — | ( | — | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Dividends accrued or settled on Class A-1 redeemable preferred stock | — | — | — | — | — | — | — | — | ( | — | — | — | — | ( | — | ( | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Redemptions of Class A-1 redeemable preferred stock | — | — | — | — | — | — | — | — | — | — | — | — | — | — | — | — | ( | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Conversion of 2024 Convertible Notes | — | — | — | — | — | — | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Warrants issued for common stock | — | — | — | — | — | — | — | ( | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Shares issued for services | — | — | — | — | — | — | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Purchase of noncontrolling interest | — | — | — | — | — | — | — | — | — | — | — | — | ( | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Sale of noncontrolling interest | — | — | — | — | — | — | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Balance at September 30, 2025 | $ | $ | $ | $ | $ | $ | ( | $ | ( | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
13
Voyager Technologies, Inc.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
The accompanying notes are an integral part of these condensed consolidated financial statements
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
The accompanying notes are an integral part of these condensed consolidated financial statements
| Nine Months Ended | |||||||||||
(Unaudited, in thousands) | September 30, 2026 | September 30, 2025 | |||||||||
| Cash Flows from Operating Activities: | |||||||||||
| Net loss | $ | ( | $ | ( | |||||||
| Adjustments to reconcile net loss to net cash used in operating activities: | |||||||||||
Depreciation and amortization | |||||||||||
Stock-based compensation | |||||||||||
Amortization of operating lease right-of-use assets | |||||||||||
Loss on debt extinguishment | |||||||||||
Amortization of debt issuance costs and other non-cash interest expense | |||||||||||
Deferred taxes | ( | ( | |||||||||
Non-cash services acquired | |||||||||||
Other | |||||||||||
| Change in operating assets and liabilities, net of acquisitions: | |||||||||||
Accounts receivable | ( | ( | |||||||||
Prepaid expenses and other current assets | ( | ( | |||||||||
Contract assets | ( | ( | |||||||||
Inventories | ( | ( | |||||||||
Other assets | ( | ||||||||||
Accounts payable | |||||||||||
Contract liabilities | ( | ||||||||||
Accrued expenses | |||||||||||
Operating lease liabilities | ( | ( | |||||||||
Other liabilities | ( | ( | |||||||||
Net cash used in operating activities | $ | ( | $ | ( | |||||||
| Cash Flows from Investing Activities: | |||||||||||
Purchases of property and equipment | ( | ( | |||||||||
Grant funding for property and equipment | |||||||||||
| Acquisitions, net of cash acquired | ( | ( | |||||||||
| Purchase of investment | ( | ||||||||||
| Acquisition working capital settlement | |||||||||||
Net cash used in investing activities | $ | ( | $ | ( | |||||||
| Cash Flows from Financing Activities: | |||||||||||
| Repayment of term loan | ( | ||||||||||
| Borrowings from the credit facility | |||||||||||
| Repayments on the credit facility | ( | ||||||||||
| Proceeds from the exercise of stock options | |||||||||||
Proceeds from the issuance of Common stock, net | |||||||||||
Proceeds from the issuance of Class C preferred stock, net | |||||||||||
Proceeds from the issuance of Class A common stock upon IPO, net of underwriting costs | |||||||||||
Costs associated with initial public offering | ( | ||||||||||
| Sale of noncontrolling interest | |||||||||||
| Purchase of noncontrolling interest | ( | ||||||||||
| Redemptions of Class A-1 redeemable preferred stock | ( | ||||||||||
| Cash repayment of Preferred B dividends | ( | ||||||||||
| Costs associated with the credit facility | ( | ||||||||||
Proceeds from convertible notes | |||||||||||
| Payments for debt issuance costs related to convertible notes | ( | ||||||||||
| Purchase of capped call option | ( | ||||||||||
Other | |||||||||||
Net cash provided by financing activities | $ | $ | |||||||||
| Effect of foreign exchange on cash and cash equivalents | $ | ( | $ | ||||||||
| Net increase in cash and cash equivalents | |||||||||||
Cash and cash equivalents at the beginning of the period | |||||||||||
| Cash and cash equivalents at the end of the period | $ | $ | |||||||||
14
Notes to Condensed Consolidated Financial Statements
(Tabular amounts in thousands of dollars, unless otherwise noted)
(Tabular amounts in thousands of dollars, unless otherwise noted)
1. ORGANIZATION
Nature of Business
Voyager Technologies, Inc. (“Voyager” or the “Company”) is a purpose-built, innovation-driven defense technology and space solutions company focused on delivering mission-critical solutions across national security, space exploration and infrastructure and commercial space markets. Voyager’s business model leverages global public-private partnerships to deliver mission-critical capabilities and on-orbit services to civil and defense government agencies, academic and research institutions, and private sector players. Voyager has enabled thousands of payloads, systems, and hardware elements to enter space while also working to develop next generation space stations. Voyager’s products and capabilities under continuous development include Starlab, a privately owned, free-flying crewed space station; advanced spacecraft communications; and its controllable solid-state propulsion technology.
Redomestication
Voyager was initially incorporated in the state of Delaware on August 15, 2019. Effective on June 18, 2026, the Company converted from a Delaware corporation into a Texas corporation, following stockholder approval at the Company's 2026 annual meeting of stockholders.
Segments
Initial Public Offering
In June 2025, the Company completed its initial public offering (“IPO”) of an aggregate of 14,200,645 shares of its Class A common stock, par value $0.0001 (“Class A common stock”), which includes the exercise in full by the underwriters of their option to purchase an additional 1,852,258 shares of Class A common stock, at a public offering price of $31.00 per share. The Company received aggregate proceeds of $409.4 million, net of underwriting discounts. In connection with the IPO, the Company amended and restated its certificate of incorporation and reclassified all outstanding Common stock into Class A common stock. The Company also converted all outstanding shares of Class A-1 Preferred Stock, Class B Preferred Stock, Class C Preferred Stock, and its SMI Promissory Note into an aggregate of 28,682,004 5,713,566
Liquidity Risks and Uncertainties
Since inception, the Company has incurred cumulative losses from operations and had an accumulated deficit of $532.1 million and $385.9 million on September 30, 2026 and December 31, 2025, respectively. The Company’s principal sources of funding include its current cash balances, primarily consisting of net proceeds from its 2025 IPO, demand deposits, and money market mutual funds substantially all held within U.S. bank accounts, proceeds from the 2032 Convertible Notes and 2030 Convertible Notes, and ability to draw on its Credit Facility (Note 9, "Debt"). The Company will need to raise additional funds to meet its long-term strategic plans and management believes it will be able to obtain additional financing to fund its operations. Management’s plans include, but are not
15
Notes to Condensed Consolidated Financial Statements
(Tabular amounts in thousands of dollars, unless otherwise noted)
(Tabular amounts in thousands of dollars, unless otherwise noted)
limited to, generating revenue from engineering services and product sales to customers and seeking external sources of liquidity via a mix of equity and debt.
The Company believes its existing cash balances and cash from operations will be sufficient to fund ongoing operations through at least one year from the issuance date of these condensed consolidated financial statements. However, there can be no assurance that the Company will be successful in achieving its strategic plans, that the Company’s cash balance and future capital raises will be sufficient to support its ongoing operations, or that any additional financing will be available in a timely manner or on acceptable terms, if at all. If the Company is unable to raise sufficient financing when needed or events or circumstances occur such that the Company does not meet its strategic plans, the Company may be required to reduce certain discretionary spending and may be unable to develop or enhance new and existing products, which could adversely affect its ability to achieve its intended business objectives. The Company, while made up of businesses that have historical track records of operations, is still in a growth phase and is continuing to make ongoing investments in growth opportunities. Future performance is not guaranteed and there could be factors within or outside the Company’s control that could unfavorably influence the Company’s ability to meet its goals.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation
The unaudited accompanying condensed consolidated financial statements include the accounts of Voyager and its consolidated subsidiaries, and have been prepared in conformity with accounting principles generally accepted in the United States of America (“GAAP”). In the opinion of management, the condensed consolidated financial statements include all adjustments, consisting of adjustments associated with acquisition accounting and normal recurring adjustments, necessary for the fair statement of the results for the periods presented. All intercompany balances and transactions have been eliminated in consolidation.
These unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and the related notes thereto included in the Company's Annual Report on Form 10-K for the year ended December 31, 2025, which was filed with the SEC on March 10, 2026. Interim results are not necessarily indicative of the results that may be expected for a full year.
Common Stock Split
On June 2, 2025, the Company effected a 1.5 -for-1 forward split of its Common stock and a proportionate increase in the number of authorized shares. All share and per share information, including share-based compensation, throughout the unaudited interim condensed consolidated financial statements has been retroactively adjusted to reflect the stock split. The shares of Common stock retain a par value of $0.0001 per share. Accordingly, an amount equal to the par value of the increased shares resulting from the stock split was reclassified from Additional paid-in capital to Class A common stock and Class B common stock.
Use of Estimates
The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Some of these judgments can be subjective and complex, and, consequently, actual results may differ from these estimates. On an ongoing basis, management evaluates its estimates, including those related to the valuation of acquired intangibles, intangibles, long-lived assets, realization of tax assets and estimates of tax liabilities, valuation of equity securities and financial instruments, estimated useful lives of long-lived assets, and reported amounts of revenues and expenses during the reporting period.
Estimates and assumptions are based on current facts, historical experience, and various other factors believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and the recording of revenues and expenses that are not readily apparent from other sources. Actual results may differ materially and adversely from these estimates. To the extent there are
16
Notes to Condensed Consolidated Financial Statements
(Tabular amounts in thousands of dollars, unless otherwise noted)
(Tabular amounts in thousands of dollars, unless otherwise noted)
material differences between the estimates and actual results, the Company’s future results of operations could be affected.
Advance Payments
3. RECENT ACCOUNTING PRONOUNCEMENTS
Reporting Comprehensive Income - Expense Disaggregation Disclosures
In November 2024, the FASB issued ASU No. 2024-03 Comprehensive Income (Topic 220): Disaggregation of Income Statement Expenses. The ASU requires a tabular disclosure of the amounts of specified natural expense categories included in each relevant expense caption. Additionally, the amendments require the disclosure of the total amount of selling expenses and, in annual reporting periods, an entity’s definition of selling expenses. The ASU will be effective for annual reporting periods beginning after December 15, 2026, and interim periods within annual reporting periods beginning after December 15, 2027 and will be applied on a prospective basis with the option to apply the standard retrospectively. The Company is currently evaluating the impact on its disclosures of adopting this new pronouncement.
Government Grants
4. ACQUISITIONS
Astrobotic Technology, Inc.
On July 10, 2026, the Company acquired 100 % of the equity securities of Astrobotic Technology, Inc. ("Astrobotic") for $275.4 million in consideration, which was comprised of $96.1 million in cash, $63.1 million in equity and $116.2 million in contingent consideration. Astrobotic is a key strategic acquisition in the Company's strategic lunar initiative.
During the three months ended September 30, 2026 and subsequent to the closing of the acquisition, $69.5 million of the contingent consideration was settled in $38.2 million of cash and $31.3 million of equity. The fair value of the remaining earnout liability balance as of September 30, 2026 was estimated using probability-weighted discounted cash flow models with significant inputs that are not observable in the market and thus represent a Level 3 fair value measurement. The maximum contingent consideration payable remaining as of September 30, 2026 from the Company to Astrobotic is $59.3 million.
During the three and nine months ended September 30, 2026, the Company expensed as incurred acquisition-related costs of approximately $2.4
17
Notes to Condensed Consolidated Financial Statements
(Tabular amounts in thousands of dollars, unless otherwise noted)
(Tabular amounts in thousands of dollars, unless otherwise noted)
The following table presents the net sales and net loss from Astrobotic included in the Company’s condensed consolidated statements of operations during the three and nine months ended September 30, 2026:
| Astrobotic | ||||||||
| Net sales | $ | |||||||
| Net loss | $ | |||||||
Supplemental Pro Forma Information - Astrobotic
The financial information in the table below summarizes the combined results of operations, on a pro forma basis, as though the business combination had occurred as of the earliest period presented. The unaudited pro forma financial information is presented for informational purposes only and are not necessarily indicative of future results of operations or results that might have been achieved had the acquisition been consummated as of January 1, 2025.
The following unaudited pro forma summary presents consolidated information as if the business combination had occurred on January 1, 2025.
| Three Months Ended September 30, 2026 | Voyager | Astrobotic | Pro Forma Combined Condensed | |||||||||||||||||
| Net sales | $ | $ | $ | |||||||||||||||||
| Net loss | $ | $ | $ | |||||||||||||||||
| Nine Months Ended September 30, 2026 | Voyager | Astrobotic | Pro Forma Combined Condensed | |||||||||||||||||
| Net sales | $ | $ | $ | |||||||||||||||||
| Net loss | $ | $ | $ | |||||||||||||||||
| Three Months Ended September 30, 2025 | Voyager | Astrobotic | Pro Forma Combined Condensed | |||||||||||||||||
| Net sales | $ | $ | $ | |||||||||||||||||
| Net loss | $ | $ | $ | |||||||||||||||||
| Nine Months Ended September 30, 2025 | Voyager | Astrobotic | Pro Forma Combined Condensed | |||||||||||||||||
| Net sales | $ | $ | $ | |||||||||||||||||
| Net loss | $ | $ | $ | |||||||||||||||||
The unaudited pro forma combined condensed financial information during the three and nine months ended September 30, 2026 were adjusted to include depreciation and amortization adjustments of $0.3 million and $5.9 million, respectively to reflect the adjustment to property, plant, and equipment depreciation and amortization expense from the acquired developed technology and customer relationships. The unaudited pro forma combined condensed financial information during the three and nine months ended September 30, 2025 were adjusted to include depreciation and amortization adjustments of $2.8 million and $8.5 million, respectively, to reflect these same adjustments.
Provisional Fair Values of the Assets and Liabilities - Astrobotic Acquisition
The following table presents the provisional fair values of the assets acquired and liabilities assumed by the Company through the acquisition of Astrobotic as of the acquisition date:
18
Notes to Condensed Consolidated Financial Statements
(Tabular amounts in thousands of dollars, unless otherwise noted)
(Tabular amounts in thousands of dollars, unless otherwise noted)
| Astrobotic | ||||||||
| ASSETS | ||||||||
| Cash and cash equivalents | $ | |||||||
| Accounts receivable | ||||||||
| Contract assets | ||||||||
| Advanced payments, current | ||||||||
| Prepaid expenses and other current assets | ||||||||
| Property and equipment | ||||||||
| Operating lease right-of-use assets | ||||||||
| Intangible assets | ||||||||
Goodwill(1) | ||||||||
| Other assets | ||||||||
| TOTAL ASSETS | ||||||||
| LIABILITIES | ||||||||
| Accounts payable | ||||||||
| Contract liabilities | ||||||||
| Operating lease liabilities | ||||||||
| Accrued expenses and other current liabilities | ||||||||
| Operating lease liabilities, non-current | ||||||||
| Contract liabilities, non-current | ||||||||
| Deferred tax liabilities | ||||||||
| Other long-term liabilities | ||||||||
| TOTAL LIABILITIES | ||||||||
| Net assets acquired | $ | |||||||
__________________
(1)The acquired goodwill represents synergies with the Company’s Defense and Space Technologies segment. None of the goodwill acquired is tax deductible for Astrobotic.
As a result of acquired, existing revenue contracts, in which current estimate of consideration expected to be received is less than the current estimate of total costs, a $53.9 million loss provision was assumed as part of the acquisition. Of which, $19.9 million is within Accrued expenses and other current liabilities and $34.0 million is within Other long-term liabilities presented in the table above.
Class and Estimated Useful Life of Intangible Assets - Astrobotic Acquisition
The following table presents the class and estimated useful life of the intangible assets acquired during the nine months ended September 30, 2026 via the Astrobotic acquisition:
| Asset Class | Amount | Useful Life | ||||||||||||
| Customer relationships | $ | |||||||||||||
| Developed technology | $ | |||||||||||||
19
Notes to Condensed Consolidated Financial Statements
(Tabular amounts in thousands of dollars, unless otherwise noted)
(Tabular amounts in thousands of dollars, unless otherwise noted)
ExoTerra Resource, LLC
On October 24, 2025, the Company acquired 100 % of the equity securities of ExoTerra Resource, LLC (“ExoTerra”) for $93.4 million in consideration, which was comprised of $69.4 million in cash, $10.8 million in equity, $7.4 million in contingent consideration and $5.8 million in post-closing net working capital adjustments. The $5.8 million in post-closing net working capital adjustments was settled and paid during the three months ended March 31, 2026. ExoTerra aims to reduce the cost of space exploration by developing affordable technologies that minimize spacecraft mass, including high efficiency propulsion, miniaturization, In Situ resource utilization and reusable infrastructure. ExoTerra develops systems and technologies that solve the needs of micro-satellite constellations in the space industry. ExoTerra is consolidated into the Company’s Defense and Space Technologies reporting segment.
Estes Energetics
On November 19, 2025, the Company acquired 100 % of the equity securities of Estes Energetics (“Estes”) for $64.1 million in consideration, which was comprised of $54.6 million in cash and $9.5 million in equity. Estes designs and manufactures energetics and propulsion materials critical to U.S. defense and space systems. Estes is vertically integrated in the production of energetics, propulsion materials, and critical chemical compounds supporting missile defense, tactical munitions and space propulsion. Estes is consolidated into the Company’s Defense and Space Technologies reporting segment.
During the year ended December 31, 2025, the Company expensed as incurred acquisition-related costs of approximately $3.5 million related to ExoTerra and Estes. These costs were not included in the total purchase consideration paid by the Company and are included in selling, general, and administrative within its consolidated statements of operations. During the three and nine months ended September 30, 2026, the Company expensed as incurred immaterial
Provisional Fair Values of the Assets and Liabilities - ExoTerra & Estes Acquisitions
The purchase price allocations for the Company’s acquisitions during 2025 are preliminary and subject to adjustment as the estimates, assumptions, valuations, and other analyses have not yet been finalized. The following table presents the provisional fair values of the assets acquired and liabilities assumed by the Company through the acquisitions of ExoTerra and Estes as of their respective acquisition dates:
20
Notes to Condensed Consolidated Financial Statements
(Tabular amounts in thousands of dollars, unless otherwise noted)
(Tabular amounts in thousands of dollars, unless otherwise noted)
| ExoTerra | Estes | |||||||||||||
| ASSETS | ||||||||||||||
| Cash and cash equivalents | $ | $ | ||||||||||||
| Accounts receivable | ||||||||||||||
| Contract assets | ||||||||||||||
| Inventories | ||||||||||||||
| Prepaid expenses and other current assets | ||||||||||||||
| Property and equipment | ||||||||||||||
| Operating lease right-of-use assets | ||||||||||||||
| Intangible asset - Trade name | ||||||||||||||
| Intangible asset - Customer relationships | ||||||||||||||
| Intangible asset - Developed technology | ||||||||||||||
Goodwill(1) | ||||||||||||||
| Other assets | ||||||||||||||
| TOTAL ASSETS | ||||||||||||||
| LIABILITIES | ||||||||||||||
| Accounts payable | ||||||||||||||
| Contract liabilities | ||||||||||||||
| Operating lease liabilities | ||||||||||||||
| Accrued expenses and other current liabilities | ||||||||||||||
| Operating lease liabilities, non-current | ||||||||||||||
| Deferred tax liabilities | ||||||||||||||
| Other long-term liabilities | ||||||||||||||
| TOTAL LIABILITIES | ||||||||||||||
| Net assets acquired | $ | $ | ||||||||||||
__________________
(1)The acquired goodwill represents synergies with the Company’s Defense and Space Technologies segment. All of the goodwill acquired is tax deductible for ExoTerra, as the tax basis of goodwill exceeds the acquired goodwill. None of the goodwill acquired is tax deductible for Estes.
Class and Estimated Useful Life of Intangible Assets - ExoTerra & Estes Acquisitions
The following table presents the class and estimated useful life of the intangible assets acquired during the year ended December 31, 2025 via the ExoTerra and Estes acquisitions:
| Asset Class | ExoTerra | Estes | ||||||||||||
| Trade name | ||||||||||||||
| Customer relationships | ||||||||||||||
| Developed technology | ||||||||||||||
21
Notes to Condensed Consolidated Financial Statements
(Tabular amounts in thousands of dollars, unless otherwise noted)
(Tabular amounts in thousands of dollars, unless otherwise noted)
ElectroMagnetic Systems, Inc.
On August 6, 2025, the Company acquired 100 % of the equity securities of ElectroMagnetic Systems, Inc. (“EMSI”) for $32.7 million in consideration, which was comprised of $27.0 million in cash and $5.7 million in Class A common stock. EMSI is a radar AI software company serving high-priority U.S. defense and intelligence missions. EMSI specializes in synthetic aperture radar (“SAR”) exploitation using proprietary AI/ML models and synthetic training data pipelines. As of the acquisition date, EMSI was consolidated into the Company’s Defense and National Security reporting segment. The total fair value for the purchase was attributed to tangible assets of $3.9 million, intangible assets of $9.6 million, inclusive of $5.4 million for developed technology and $3.8 million for customer relationships/backlog, and goodwill of $21.6 million, offset by liabilities assumed of $2.4 million. The intangible assets are expected to be amortized over to ten years . The acquired goodwill represents synergies with the Company’s Defense and Space Technologies reporting segment. This acquisition was not considered material, individually or in the aggregate to the Company’s condensed consolidated financial statements or segment results. As a result, no pro forma information has been provided.
Optical Physics Company
On May 2, 2025, the Company acquired 100 % of the equity securities of Optical Physics Company (“OPC”) for $9.5 million in consideration, which was comprised of $6.7 million in cash, $1.0 million in Common stock and $1.8 million in contingent consideration. OPC provides competencies in building high precision optics; opto-mechanical assemblies and associated electronics, computer interfacing, signal acquisition and signal processing. OPC is consolidated into the Company’s Defense and Space Technologies reporting segment.. The total fair value for the purchase was attributed to tangible assets of $2.1 million, intangible assets of $5.5 million and goodwill of $4.0 million, offset by liabilities assumed of $2.1 million. All intangible assets are expected to be amortized over five years . This acquisition was not considered material, individually or in the aggregate to the Company’s condensed consolidated financial statements or segment results. As a result, no pro forma information has been provided. None of the goodwill acquired is tax deductible.
5. ACCOUNTS RECEIVABLE, NET
| September 30, 2026 | December 31, 2025 | ||||||||||
| Accounts receivable, billed | $ | $ | |||||||||
| Allowance for expected credit losses | ( | ( | |||||||||
| Accounts receivable, net | $ | $ | |||||||||
6. PROPERTY AND EQUIPMENT, NET
| September 30, 2026 | December 31, 2025 | ||||||||||
| Land | $ | $ | |||||||||
| Machinery and equipment | |||||||||||
| Equipment in orbit | |||||||||||
| Buildings | |||||||||||
| IT related equipment | |||||||||||
| Leasehold improvements | |||||||||||
| Construction in progress | |||||||||||
Property and equipment, gross | |||||||||||
| Less: Accumulated depreciation | ( | ( | |||||||||
Property and equipment, net | $ | $ | |||||||||
Depreciation expense for property and equipment was $2.1 million and $6.2 million for the three and nine months ended September 30, 2026, respectively. Depreciation expense for property and equipment was $1.1 million and $3.3 million for the three and nine months ended September 30, 2025, respectively.
22
Notes to Condensed Consolidated Financial Statements
(Tabular amounts in thousands of dollars, unless otherwise noted)
(Tabular amounts in thousands of dollars, unless otherwise noted)
7. LEASES
The Company has operating leases which primarily consist of building and property lease rentals with remaining terms of less than 1 year to 38 years. The Company had immaterial finance leases as of September 30, 2026.
8. ACCRUED EXPENSES
| September 30, 2026 | December 31, 2025 | ||||||||||
| Accrued compensation | $ | $ | |||||||||
| Accrued expenses | |||||||||||
| Accrued taxes | |||||||||||
Accrued contract loss provision, current(1) | |||||||||||
| Accrued earnout, current | |||||||||||
| Other current liabilities | |||||||||||
| Total accrued expenses | $ | $ | |||||||||
__________________
9. DEBT
2032 Convertible Notes
On September 28, 2026, the Company issued new debt in the form of Convertible Senior Notes (the “2032 Convertible Notes”) in a private placement to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended. The Company issued an aggregate principal amount of $350.0 million with an option to the initial purchasers of the 2032 Convertible Notes to purchase up to an additional $52.5 million aggregate principal amount to cover over-allotments. On September 28, 2026, the initial purchasers of the 2032 Convertible Notes exercised in full their option to purchase the additional $52.5 million principal amount of 2032 Convertible Notes, resulting in $402.5 million aggregate principal amount of 2032 Convertible Notes issued and outstanding. The 2032 Convertible Notes are general unsecured obligations of the Company and will mature on October 15, 2032, unless earlier converted, redeemed, or repurchased. The 2032 Convertible Notes will not bear regular interest, and the principal amount of the 2032 Convertible Notes will not accrete. The 2032 Convertible Notes were issued pursuant to, and are governed by an indenture (the "2026 Indenture") dated as of September 28, 2026, between the Company and U.S. Bank Trust Company, National Association, as trustee.
Each $1,000 of principal of the 2032 Convertible Notes is convertible into 24.4978 shares of Class A common stock under circumstances specified in the 2026 Indenture, equal to an initial conversion price of approximately $40.82 per share, to be settled in Class A common stock, cash, or a combination thereof at the Company’s election. The conversion rate and conversion price will be subject to customary adjustments upon the occurrence of certain events. Initially, the maximum number of shares of Class A common stock that are potentially issuable upon conversion of the 2032 Convertible Notes is 12,818,457 shares, based on an initial maximum conversion rate of 31.8471 if all of the 2032 Convertible Notes are settled in shares of Class A common stock. At the initial conversion rate, the 2032 Convertible Notes are convertible into approximately 9.9 million shares of Class A common stock in
23
Notes to Condensed Consolidated Financial Statements
(Tabular amounts in thousands of dollars, unless otherwise noted)
(Tabular amounts in thousands of dollars, unless otherwise noted)
the aggregate. These shares have been excluded from the computation of diluted earnings per share as the effect would be anti-dilutive in a net loss position.
The 2032 Convertible Notes will be convertible to either cash, shares of Class A common stock, or a combination at the Company’s election under the following circumstances:
(1) during any calendar quarter commencing after the calendar quarter ending on December 31, 2026 (and only during such calendar quarter), if the last reported sale price per share of the Class A common stock exceeds 130 % of the conversion price for at least 20 trading days during the 30 consecutive trading days ending on, and including, the last trading day of the immediately preceding calendar quarter;
(2) during the five business day period after any ten consecutive trading day period in which the trading price per $1,000 principal amount of 2032 Convertible Notes is less than 98 % of the product of the last reported sale price of the Class A common stock and the conversion rate on that trading day;
(3) upon the occurrence of certain corporate events or distributions on the Class A common stock;
(4) if the Company calls the 2032 Convertible Notes for redemption; and
(5) on or after July 15, 2032, until the close of business on the second scheduled trading day immediately before the maturity date.
The 2032 Convertible Notes are redeemable in whole or in part, subject to certain limitations, for cash at the Company’s option at any time, and from time to time, on or after October 21, 2030 and on or before the 30th scheduled trading day immediately before the maturity date, but only if the last reported sale price per share of the Class A common stock exceeds 130 % of the conversion price for a specified period of time and certain other conditions specified in the 2026 Indenture are satisfied. The 2032 Convertible Notes are also redeemable, in whole and not in part, for cash at the Company’s election at any time if the aggregate principal amount of 2032 Convertible Notes then outstanding is less than 10% of the aggregate principal amount of 2032 Convertible Notes issued in the offering and certain other conditions are satisfied. The redemption price for any redemption will be equal to the principal amount of the 2032 Convertible Notes to be redeemed, plus accrued and unpaid special and additional interest, if any, to, but excluding, the redemption date.
If a fundamental change as defined in the 2026 Indenture occurs, then, subject to a limited exception, noteholders may require the Company to repurchase their 2032 Convertible Notes for cash. The repurchase price will be equal to the principal amount of the 2032 Convertible Notes to be repurchased, plus accrued and unpaid special and additional interest, if any, to, but excluding, the applicable repurchase date. If the 2032 Convertible Notes are not repurchased, redeemed, or converted prior to maturity, they will be settled at a cash price equal to principal plus any unpaid interest.
Debt issuance costs related to the 2032 Convertible Notes totaled $11.0 million for the three months ended September 30, 2026. These costs are amortized to finance and interest expense, net, included within other income (expense), net on the Company’s condensed consolidated statements of operations over the contractual term of the notes. For the nine months ended September 30, 2026, the amortization of debt issuance costs was immaterial.
The net carrying amount of the 2032 Convertible Notes was as follows:
| September 30, 2026 | December 31, 2025 | ||||||||||
| Principal | $ | $ | |||||||||
| Unamortized debt issuance costs | ( | ||||||||||
| Net carrying amount | $ | $ | |||||||||
As of September 30, 2026, the total estimated fair value of the 2032 Convertible Notes was $398.4 million. The estimated fair value of the 2032 Convertible Notes was based on the trading price of the 2032 Convertible Notes as of the last trading day of the third quarter of fiscal year 2026. The Company considers the fair value of the 2032 Convertible Notes to be a Level 2 measurement as they are not actively traded in markets.
Capped Call Transactions - 2032 Convertible Notes
24
Notes to Condensed Consolidated Financial Statements
(Tabular amounts in thousands of dollars, unless otherwise noted)
(Tabular amounts in thousands of dollars, unless otherwise noted)
In connection with the pricing of the 2032 Convertible Notes, the Company entered into privately negotiated capped call transactions (the “2026 Capped Call Transactions”) with certain of the initial purchasers in the offering of the 2032 Convertible Notes or their affiliates and certain other financial institutions. Pursuant to the 2026 Capped Call Transactions, the Company used approximately $52.5 million of the net proceeds from the offering of the 2032 Convertible Notes to fund the 2026 Capped Call Transactions. The 2026 Capped Call Transactions cover, subject to customary adjustments, the number of shares of Class A common stock initially underlying the 2032 Convertible Notes.
The 2026 Capped Call Transactions are expected generally to reduce the potential dilution to holders of the Company’s Class A common stock upon any conversion of the 2032 Convertible Notes and/or offset any potential cash payments the Company is required to make in excess of the principal amount of 2032 Convertible Notes upon conversion of the 2032 Convertible Notes in the event that the market price per share of the Class A common stock is greater than the strike price of the 2026 Capped Call Transactions with such reduction and/or offset subject to a cap. The cap price of the 2026 Capped Call Transactions was $78.50 per share, which represented a premium of approximately 150.0 % over the last reported sale price of the Class A common stock on September 23, 2026, and is subject to certain adjustments under the terms of the 2026 Capped Call Transactions.
The 2026 Capped Call Transactions are separate transactions the Company has entered into and are not part of the terms of the 2032 Convertible Notes and will not change any noteholders’ rights under the 2032 Convertible Notes.
The 2026 Capped Call Transactions meet the criteria for classification in equity, are not remeasured each reporting period, and are included as a reduction to additional paid-in capital within stockholders’ equity.
2030 Convertible Notes
On November 12, 2025, the Company issued new debt in the form of Convertible Senior Notes (the “2030 Convertible Notes”) in a private placement to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended. The Company issued an aggregate principal amount of $435.0 million with an option to the initial purchasers of the 2030 Convertible Notes to purchase up to an additional $65.0 million aggregate principal to cover overallotments. On November 24, 2025, the initial purchasers of the 2030 Convertible Notes exercised the option to purchase an additional $25.0 million principal of 2030 Convertible Notes. The 2030 Convertible Notes are general unsecured obligations of the Company and will mature on November 15, 2030, unless earlier converted, redeemed, or repurchased. The 2030 Convertible Notes will accrue interest at a rate of 0.75 % per annum, payable semi-annually in arrears on May 15 and November 15 of each year, beginning on May 15, 2026. The total net proceeds from the offering, after deducting debt issuance costs, was $447.3 million. The 2030 Convertible Notes were issued pursuant to, and are governed by, an indenture (the “Indenture”), dated as of November 12, 2025, between the Company and U.S. Bank Trust Company, National Association, as trustee.
Each $1,000 of principal of the 2030 Convertible Notes will initially be convertible into 32.2799 shares of Class A common stock under circumstances specified in the Indenture, equal to an initial conversion price of approximately $30.98 per share, to be settled in Class A common stock, cash, or a combination thereof at the Company’s election. The conversion rate and conversion price will be subject to customary adjustments upon the occurrence of certain events. Initially, the maximum number of shares of Class A common stock that are potentially issuable upon conversion of the 2030 Convertible Notes is 19,303,394 shares, based on an initial maximum conversion rate of 41.9639 if all of the 2030 Convertible Notes are settled in shares of Class A common stock. These shares have been excluded from the computation of diluted earnings per share as the effect would be anti-dilutive in a net loss position.
The 2030 Convertible Notes will be convertible to either cash, shares of Class A common stock, or a combination at the Company’s election under the following circumstances:
(1)during any calendar quarter commencing after the calendar quarter ending on March 31, 2026 (and only during such calendar quarter), if the last reported sale price per share of the Class A common stock exceeds 130 % of the conversion price for at least 20 trading days during the 30 consecutive trading days ending on, and including, the last trading day of the immediately preceding calendar quarter;
25
Notes to Condensed Consolidated Financial Statements
(Tabular amounts in thousands of dollars, unless otherwise noted)
(Tabular amounts in thousands of dollars, unless otherwise noted)
(2)during the five business day period after any ten consecutive trading day period in which the trading price per $1,000 principal notes is less than 98 % of the product of the last reported sale price of Class A common stock and the conversion rate on that trading day;
(3)upon the occurrence of certain corporate events or distributions on the Class A common stock;
(4)if the Company calls notes for redemption; and
(5)after May 15, 2030 until the close of business on the second scheduled trading day immediately before the maturity date.
The 2030 Convertible Notes are redeemable in whole or in part after November 20, 2028 and on or before the 50th scheduled trading day immediately before the maturity date, at the option of the Company, but only if (i) the 2030 Convertible Notes are “Freely Tradable” (as defined in the Indenture) as of the date the Company sends the related redemption notice and all accrued and unpaid additional interest, if any, has been paid in full, as of the first interest payment date occurring on or before the date the Company sends such notice; and (ii) the last reported sales price per share of the Class A common stock is greater than 130 % of the conversion price. If the 2030 Convertible Notes are not repurchased, redeemed, or converted prior to maturity, they will be settled at a cash price equal to principal plus any unpaid interest.
If a fundamental change as defined in the Indenture, occurs prior to the maturity date, holders of the 2030 Convertible Notes may require the Company to repurchase all or a portion of their notes for cash at a repurchase price equal to the principal plus accrued and unpaid interest.
As of September 30, 2026, the principal outstanding is $460.0 million. As of September 30, 2026, the conditions allowing holders of the 2030 Convertible Notes to convert have not been met. The Company accounted for the issuance of the 2030 Convertible Notes as a single long-term liability measured at its amortized cost, as no other embedded features require bifurcation and recognition as derivatives.
Debt discount and issuance costs related to the 2030 Convertible Notes totaled $12.7 million for the year ended December 31, 2025. These costs are amortized to finance and interest expense, net, included within other income (expense), net on the Company’s condensed consolidated statements of operations over the contractual term of the notes. For the nine months ended September 30, 2026, there was $1.9 million in amortization of debt discount and issuance costs. For the nine months ended September 30, 2026, there was $2.6 million in interest expense, respectively. The effective interest rate for the 2030 Convertible Notes is 1.33 %.
The net carrying amount of the 2030 Convertible Notes was as follows:
| September 30, 2026 | December 31, 2025 | ||||||||||
| Principal | $ | $ | |||||||||
| Unamortized debt issuance costs | ( | ( | |||||||||
| Net carrying amount | $ | $ | |||||||||
As of September 30, 2026, the total estimated fair value of the 2030 Convertible Notes was $567.0 million. The estimated fair value of the 2030 Convertible Notes was based on the trading price of the 2030 Convertible Notes as of the last trading day of the third quarter of fiscal year 2026. The Company considers the fair value of the 2030 Convertible Notes to be a Level 2 measurement as they are not actively traded in markets.
Capped Call Transactions - 2030 Convertible Notes
In connection with the pricing of the 2030 Convertible Notes, the Company entered into privately negotiated capped call transactions (the “Capped Call Transactions”) with certain of the initial purchasers in the offering of the 2030 Convertible Notes or their affiliates and certain other financial institutions. Pursuant to the Capped Call Transactions, the Company used approximately $66.7 million of the net proceeds from the offering of the 2030 Convertible Notes to fund the Capped Call Transactions. The Capped Call Transactions cover, subject to customary adjustments, the number of shares of Class A common stock initially underlying the 2030 Convertible Notes.
26
Notes to Condensed Consolidated Financial Statements
(Tabular amounts in thousands of dollars, unless otherwise noted)
(Tabular amounts in thousands of dollars, unless otherwise noted)
The Capped Call Transactions are expected generally to reduce the potential dilution to holders of the Company’s Class A common stock upon any conversion of the 2030 Convertible Notes and/or offset any potential cash payments the Company is required to make in excess of the principal amount of 2030 Convertible Notes upon conversion of the 2030 Convertible Notes in the event that the market price per share of the Class A common stock is greater than the strike price of the Capped Call Transactions, with such reduction and/or offset subject to a cap. The cap price of the Capped Call Transactions was $59.58 per share, which represented a premium of approximately 150.0 % over the last reported sale price of the Class A common stock on November 6, 2025, and is subject to certain adjustments under the terms of the Capped Call Transactions.
The Capped Call Transactions meet the criteria for classification in equity, are not remeasured each reporting period, and are included as a reduction to additional paid-in capital within stockholders’ equity.
Prepaid Forward
In connection with the offering of the 2030 Convertible Notes, the Company entered into a prepaid forward stock purchase transaction (the “Prepaid Forward”) with one of the initial purchasers or its affiliates of the 2030 Convertible Notes (the “Forward Counterparty”). Pursuant to the Prepaid Forward, the Company has paid an aggregate of approximately $131.1 million and expects to receive an aggregate of 5,503,464 shares of Class A common stock. The initial aggregate number of shares of the Company’s Class A common stock underlying the Prepaid Forward is 5,503,464 shares. If the Company pays a cash dividend on its Class A common stock, then the Forward Counterparty is required to pay an equivalent amount to the Company. The maturity date for the Prepaid Forward is scheduled to be November 15, 2030, although it may be settled earlier in whole or in part. Upon settlement of the Prepaid Forward, at maturity or upon any early settlement, the Forward Counterparty will deliver to the Company the number of shares of Class A common stock underlying the Prepaid Forward or the portion thereof being settled early. The Prepaid Forward Transaction has been accounted for as a reduction to additional paid-in capital, and will be considered treasury stock upon physical settlement. The shares purchased under the Prepaid Forward are treated as a reduction in Additional paid-in capital and are not outstanding for purposes of the calculation of basic and diluted earnings per share until the Forward Counterparty physically delivers the shares underlying the Prepaid Forward to the Company. The shares will remain outstanding for legal purposes, including for purposes of any future stockholders’ votes, until the Forward Counterparty delivers the shares underlying the Prepaid Forward to the Company. The Company’s Prepaid Forward hedge transaction exposes the Company to credit risk to the extent that its counterparty may be unable to meet the terms of the transaction. The Company mitigates this risk by limiting its counterparty to a major financial institution.
During the three and nine months ended September 30, 2026, 390,400 and 845,100 shares, respectively, were physically delivered to the Company and considered treasury stock, reducing total outstanding shares of Class A common stock. Since inception, 845,100 shares had been physically delivered to the Company in connection with the Prepaid Forward as of September 30, 2026.
Starlab Credit Facility
On December 18, 2025, the Company’s Joint Venture, Starlab Space LLC, entered into a credit agreement in the form of a revolving credit facility (the “Starlab Credit Facility”) with a syndicate of lenders, led by Texas Capital Bank (“TCB”), providing for aggregate commitments of $20.0 million. If drawn, the proceeds will be used to provide working capital for operations, pay for expenses related to growth, as well as other general corporate purposes. The percentage of credit facility will be based on the amount of preferred equity raised. The Starlab Credit Facility has an initial maturity of three years from the closing date or upon denial of NASA contract. Borrowings under the Starlab Credit Facility bear interest based on SOFR rate plus basis points depending on total liquidity. In addition, there is an undrawn commitment fee ranging from 0.25 % to 0.50 % on the unused portion of the Starlab Credit Facility, also based on liquidity levels. The Starlab Credit Facility contains customary covenants, representations and warranties, and events of default, including, among others, restrictions on the incurrence of additional indebtedness, the creation of liens, certain fundamental changes, and certain restricted payments. Covenants include financial covenants, such as a minimum liquidity amount. As of September 30, 2026, there were no drawn amounts on the Starlab Credit Facility.
27
Notes to Condensed Consolidated Financial Statements
(Tabular amounts in thousands of dollars, unless otherwise noted)
(Tabular amounts in thousands of dollars, unless otherwise noted)
Credit Facility
On May 30, 2025, the Company entered into a new senior secured revolving credit facility (the “Credit Facility”) with a syndicate of lenders, led by JP Morgan Chase Bank, N.A., providing for aggregate commitments of $200.0 million. The Credit Facility is intended to be used for working capital and other general corporate purposes. The Credit Facility has an initial maturity of four years from the closing date and includes an uncommitted accordion feature that permits the Company, subject to certain conditions, to request an increase in the aggregate commitments by up to an additional $150.0 million, for a total potential facility size of $350.0 million. Borrowings under the Credit Facility bear interest at a variable rate based on Adjusted Term SOFR plus an applicable margin. The applicable margin for borrowings ranges from 2.25 % to 2.75 %, depending on the Company’s consolidated liquidity levels, as defined in the agreement. In addition, the Company is required to pay an undrawn commitment fee ranging from 0.25 % to 0.30 % on the unused portion of the Credit Facility, also based on liquidity levels. The Credit Facility contains customary covenants, representations and warranties, and events of default, including, among others, restrictions on the incurrence of additional indebtedness, the creation of liens, certain fundamental changes, and certain restricted payments. Covenants include financial covenants, such as a minimum liquidity amount as of the last day of each fiscal quarter and minimum consolidated revenue amounts over a trailing four quarter period. The obligations under the Credit Facility are secured by substantially all of the Company’s and its domestic subsidiaries’ assets, with the exception of Starlab, subject to certain customary exceptions.
On July 6, 2026, the Company and its subsidiaries entered into a Fourth Amendment to the Credit Agreement related to the Company's Credit Facility, dated May 30, 2025 (the "Fourth Amendment"). The Fourth Amendment amended the Credit Facility to, among other things, (i) increase the aggregate amount of the commitments by $50.0 million to $250.0 million and (ii) provide for certain changes to the covenants and other provisions contained therein. The Credit Agreement, as amended by the Fourth Amendment, continues to provide the Company with an uncommitted accordion feature that permits the Company, subject to certain conditions, to request an increase in the aggregate commitments by up to an additional $150.0 million, for a total potential facility size of $400.0 million. The Fourth Amendment is not expected to have a material impact on the Company's financial position. On September 22, 2026, the Company entered into a Fifth Amendment to the Credit Agreement (the "Fifth Amendment") to increase the amount of convertible debt the Company is permitted to incur under the facility.
As of September 30, 2026, the Company had no drawn amounts under the Credit Facility, as amended.
Debt Extinguishment
On June 30, 2025, the Company used its Credit Facility to extinguish the Term Loan, as defined below, and repaid the principal balance, accrued interest, and an early termination premium for $64.4 million, which resulted in a loss on debt extinguishment of $5.7 million. The draw from the Credit Facility was subsequently repaid the same day.
Term Loan
On June 28, 2024, Voyager and its domestic subsidiaries, excluding Starlab, entered into a $58.0 million Loan and Security Agreement (“Credit Agreement”) with the lenders party thereto and Hercules Capital, Inc., as administrative agent and collateral agent, which provided for a $58.0 million term loan (the “Term Loan”). The Term Loan was set to mature on July 1, 2028. The Term Loan bore interest at a variable annual rate equal to the sum of (a) the greater of (i) the Wall Street Journal Prime Rate or (ii) 8.50 %, and (b) 1.25 % per annum. The Term Loan bore additional interest, which is equal to 2.50 % of the total outstanding principal, computed daily based on the actual number of days elapsed and added to the outstanding principal balance. The Company had no outstanding balance as of September 30, 2026.
2024 Convertible Notes
During the year ended December 31, 2024, Starlab Space LLC entered into convertible promissory note agreements (“2024 Convertible Notes”) for a total principal of approximately $10.1 million. In January 2025, Starlab Space LLC raised an additional $0.1 million. During the year ended December 31, 2025, the 2024 Convertible Notes were converted and no principal remained outstanding under the 2024 Convertible Notes.
28
Notes to Condensed Consolidated Financial Statements
(Tabular amounts in thousands of dollars, unless otherwise noted)
(Tabular amounts in thousands of dollars, unless otherwise noted)
The notes bore interest at a rate of 5.0 % per annum, payable at maturity, which was on the third anniversary of the issue date if no triggering events occurred prior to that date. The Company had the option to prepay all or any of the principal and any accrued and unpaid interest at any time.
The 2024 Convertible Notes were convertible into equity units upon the following: (i) a qualified financing event, defined as a transaction or series of transactions pursuant to which Starlab Space LLC issues shares of any class or series of equity securities to one or more investors, including any of the lenders with the principal purpose of raising capital that raises gross proceeds of at least $10.0 million, excluding the amount represented by the conversion of any outstanding indebtedness in accordance with their respective terms; (ii) at the option of the lender upon a nonqualified financing event; (iii) a liquidity event, defined as a consolidation or merger with another corporation, entity, or person or other event through which the unit holders, immediately prior to such consolidation or merger, own less than 50 % of the voting power of the surviving entity, immediately after such consolidation or merger, a sale or other disposition of substantially all Starlab Space LLC’s assets, or the closing of Starlab Space LLC’s first underwritten public offering; and (iv) the maturity date. Upon a conversion event described in (i) or (ii), the 2024 Convertible Notes would have converted into the same class and series of units as those sold as part of the financing event. Upon a conversion event described in (iii) or (iv), the 2024 Convertible Notes would have converted into Class A-1 Units of Starlab Space LLC. The number of Class A-1 Units issued would have been equal to (1) the outstanding principal balance of the note and all accrued and unpaid interest due, divided by (2) 85 % of the price per unit paid by the investors to purchase the new securities in the subsequent financing.
The Company evaluated the features of the 2024 Convertible Notes and determined that items (i) and (ii) met the definition of embedded derivatives as they are not clearly and closely related to the debt host instrument and were bifurcated and measured at fair value. The fair value was measured using the scenario based method inside the “with and without” method and resulted in a value of approximately $3.1 million at inception which was recorded as a discount on the convertible notes. The key assumptions utilized in the valuation were the scenario timing, mandatory conversion discount, discount rate, and scenario probabilities.
On April 8, 2025, the Company contributed an additional $15.0 million into Starlab Space LLC through Voyager Ventures, LLC, a wholly owned subsidiary of the Company. This was deemed a “qualified financing event,” as described under item (i) above and, pursuant to the terms of the promissory note agreement, the 2024 Convertible Notes converted into Starlab Space LLC equity held by passive equity members.
As of December 31, 2025, due to the conversion, there was no remaining balance outstanding under the 2024 Convertible Notes. The conversion liquidated the embedded and convertible note balance into equity, with a resulting loss on conversion of $2.1 million.
10. REDEEMABLE NONCONTROLLING INTERESTS
The Company acquired controlling interest in certain entities whose minority interest holders have the right, at certain times, to require the Company to acquire their ownership interest. As a result of these redemption features, the Company recorded the respective redeemable noncontrolling interests within temporary, or mezzanine, equity on the Company's condensed consolidated balance sheets.
XO Markets Holdings, Inc.
During the year ended December 31, 2025, the Company purchased the remaining interest in XO Markets Holdings, Inc. ("XO") for $3.6 million in cash and $1.4 million in Voyager equity in a swap of XO common shares for Voyager Common stock, to increase the ownership to 100.0 %.
Valley Tech Systems, Inc.
During the year ended December 31, 2025, the Company purchased the remaining interest in Valley Tech Systems, Inc. ("VTS") for $7.0 million in cash and $3.3 million in Voyager equity in a swap of VTS common shares for Voyager Common stock, to increase the ownership to 100.0 %.
29
Notes to Condensed Consolidated Financial Statements
(Tabular amounts in thousands of dollars, unless otherwise noted)
(Tabular amounts in thousands of dollars, unless otherwise noted)
The following table presents the changes in redeemable noncontrolling interest between June 30, 2025 and September 30, 2025.
| XO | VTS | Total | |||||||||||||||
| Balance at June 30, 2025 | $ | $ | $ | ||||||||||||||
| Net loss attributable to redeemable noncontrolling interests | ( | ( | |||||||||||||||
| Redemptions of redeemable noncontrolling interests | ( | ( | |||||||||||||||
| Balance at September 30, 2025 | $ | $ | $ | ||||||||||||||
The following table presents the changes in redeemable noncontrolling interest between December 31, 2024 and September 30, 2025.
| XO | VTS | Total | |||||||||||||||
| Balance at December 31, 2024 | $ | $ | $ | ||||||||||||||
| Net income (loss) attributable to redeemable noncontrolling interests | ( | ( | |||||||||||||||
| Redemptions of redeemable noncontrolling interests | ( | ( | ( | ||||||||||||||
| Balance at September 30, 2025 | $ | $ | $ | ||||||||||||||
As all of the redeemable noncontrolling interest was eliminated during the year ended December 31, 2025, there was no activity for the three and nine months ended September 30, 2026.
30
Notes to Condensed Consolidated Financial Statements
(Tabular amounts in thousands of dollars, unless otherwise noted)
(Tabular amounts in thousands of dollars, unless otherwise noted)
11. STOCK-BASED COMPENSATION
2025 Incentive Award Plan
In connection with the IPO on June 12, 2025 (“effective date”), the Company adopted the 2025 Incentive Award Plan (“2025 Plan”), under which the Company may grant cash and equity-based incentive awards which include, but are not limited to, Restricted Stock Awards (“RSAs”), Restricted Stock Units (“RSUs”) and Stock Options to employees, directors and consultants to the Company or its subsidiaries.
The aggregate number of shares of Class A common stock or Class B common stock, if determined by the plan administrator, available for issuance under the 2025 Plan as of the effective date of the 2025 Plan was 5.4 million shares. The amount of shares available for issuance is eligible to increase on the first day of each calendar year beginning January 1, 2026 and ending on and including January 1, 2035 by the lesser of (i) 5 % of the shares of Class A common stock and Class B common stock outstanding on an as-converted basis on the last day of the immediately preceding fiscal year and (ii) such lesser amount as determined by the Company’s Board of Directors. As of September 30, 2026, approximately 6.5 million shares were available for future grants under the 2025 Plan.
RSAs and RSUs
The following table presents the Company's employee and non-employee RSA activity:
| RSA Awards | Weighted-Average Grant Date Fair Value | |||||||||||||
| Nonvested RSAs outstanding as of December 31, 2025 | $ | |||||||||||||
| Issued | ||||||||||||||
| Vested | ( | |||||||||||||
| Forfeited | ( | |||||||||||||
| Nonvested RSAs outstanding as of March 31, 2026 | $ | |||||||||||||
| Issued | ||||||||||||||
| Vested | ( | |||||||||||||
| Forfeited | ( | |||||||||||||
| Nonvested RSAs outstanding as of June 30, 2026 | $ | |||||||||||||
| Issued | ||||||||||||||
| Vested | ( | |||||||||||||
| Forfeited | ( | |||||||||||||
| Nonvested RSAs outstanding as of September 30, 2026 | $ | |||||||||||||
The RSAs granted during the nine months ended September 30, 2026 have service-only vesting conditions and vest over a three-year service period beginning after the first year of service. All RSAs granted to employees are considered legally issued and outstanding for voting purposes. However, for accounting and dilution purposes, only vested awards are considered issued and outstanding.
Stock-based compensation expense related to RSAs for the three and nine months ended September 30, 2026 was $1.2 million and $3.9 million, respectively. Stock-based compensation expense related to RSAs for each of the three and nine months ended September 30, 2025 was $2.0 million and $2.3 million, respectively.
31
Notes to Condensed Consolidated Financial Statements
(Tabular amounts in thousands of dollars, unless otherwise noted)
(Tabular amounts in thousands of dollars, unless otherwise noted)
The following table presents the Company’s employee RSU activity:
| RSU Awards | Weighted-Average Grant Date Fair Value | |||||||||||||
| Nonvested RSUs outstanding as of December 31, 2025 | $ | |||||||||||||
| Issued | ||||||||||||||
| Vested | ( | |||||||||||||
| Forfeited | ||||||||||||||
| Nonvested RSUs outstanding as of March 31, 2026 | $ | |||||||||||||
| Issued | ||||||||||||||
| Vested | ( | |||||||||||||
| Forfeited | ( | |||||||||||||
| Nonvested RSUs outstanding as of June 30, 2026 | $ | |||||||||||||
| Issued | ||||||||||||||
| Vested | ( | |||||||||||||
| Forfeited | ( | |||||||||||||
| Nonvested RSUs outstanding as of September 30, 2026 | $ | |||||||||||||
The RSUs have service-only vesting conditions and primarily vest annually over a three year service period beginning after the first year of service.
Stock-based compensation expense related to RSUs for the three and nine months ended September 30, 2026 was $1.9 million and $3.5 million, respectively. There was no
2020 and 2025 Incentive Award Plan - Options
The Company has granted options under the 2020 Incentive Award Plan; however, following the effectiveness of the 2025 Plan, no further grants will be made under the 2020 Plan. During the nine months ended September 30,
32
Notes to Condensed Consolidated Financial Statements
(Tabular amounts in thousands of dollars, unless otherwise noted)
(Tabular amounts in thousands of dollars, unless otherwise noted)
2026, the Company issued additional stock options under the 2025 Plan with terms materially consistent with those previously issued under the 2020 Plan.
| Number of Shares | Weighted-Average Exercise Price | Weighted-Average Grant Date Fair value | Weighted-Average Remaining Contractual Term (Years) | |||||||||||||||||||||||
| Outstanding as of December 31, 2025 | $ | $ | ||||||||||||||||||||||||
Granted | ||||||||||||||||||||||||||
Forfeited | ( | |||||||||||||||||||||||||
Exercised | ( | |||||||||||||||||||||||||
| Outstanding as of March 31, 2026 | $ | $ | ||||||||||||||||||||||||
Granted | ||||||||||||||||||||||||||
Forfeited | ( | |||||||||||||||||||||||||
Exercised | ( | |||||||||||||||||||||||||
| Outstanding as of June 30, 2026 | $ | $ | ||||||||||||||||||||||||
Granted | ||||||||||||||||||||||||||
Forfeited | ( | |||||||||||||||||||||||||
Exercised | ( | |||||||||||||||||||||||||
| Outstanding as of September 30, 2026 | $ | $ | ||||||||||||||||||||||||
| Vested and exercisable as of September 30, 2026 | $ | $ | ||||||||||||||||||||||||
| Nonvested as of September 30, 2026 | $ | $ | ||||||||||||||||||||||||
12. NET SALES
Disaggregation of Net Sales
The following tables present the disaggregation of net sales from contracts with the Company's customers for the three and nine months ended September 30, 2026 and 2025:
| Three Months Ended September 30, 2026 | Defense and Space Technologies | Starlab Space Stations | Eliminations | Total | |||||||||||||||||||
| U.S. Government | $ | $ | $ | $ | |||||||||||||||||||
| International Government | |||||||||||||||||||||||
| Commercial | ( | ||||||||||||||||||||||
| Total net sales | $ | $ | $ | ( | $ | ||||||||||||||||||
| Three Months Ended September 30, 2025 | Defense and Space Technologies | Starlab Space Stations | Eliminations | Total | |||||||||||||||||||
| U.S. Government | $ | $ | $ | $ | |||||||||||||||||||
| International Government | |||||||||||||||||||||||
| Commercial | ( | ||||||||||||||||||||||
| Total net sales | $ | $ | $ | ( | $ | ||||||||||||||||||
33
Notes to Condensed Consolidated Financial Statements
(Tabular amounts in thousands of dollars, unless otherwise noted)
(Tabular amounts in thousands of dollars, unless otherwise noted)
| Nine Months Ended September 30, 2026 | Defense and Space Technologies | Starlab Space Stations | Eliminations | Total | |||||||||||||||||||
| U.S. Government | $ | $ | $ | $ | |||||||||||||||||||
| International Government | |||||||||||||||||||||||
| Commercial | ( | ||||||||||||||||||||||
| Total net sales | $ | $ | $ | ( | $ | ||||||||||||||||||
| Nine Months Ended September 30, 2025 | Defense and Space Technologies | Starlab Space Stations | Eliminations | Total | |||||||||||||||||||
| U.S. Government | $ | $ | $ | $ | |||||||||||||||||||
| International Government | |||||||||||||||||||||||
| Commercial | ( | ||||||||||||||||||||||
| Total net sales | $ | $ | $ | ( | $ | ||||||||||||||||||
The revenue based on geographic location of customers is as follows:
| Three Months Ended | Nine Months Ended | ||||||||||||||||||||||
| September 30, 2026 | September 30, 2025 | September 30, 2026 | September 30, 2025 | ||||||||||||||||||||
| U.S. | $ | $ | $ | $ | |||||||||||||||||||
| International | |||||||||||||||||||||||
| Total net sales | $ | $ | $ | $ | |||||||||||||||||||
Contract Balances
Contract assets arise when revenue has been recognized for amounts which cannot or have not yet been billed under terms of the contract with the customer. Contract liabilities arise when consideration is received from a customer prior to being earned and are recognized as revenue when the Company satisfies the related performance obligation under the terms of the contract.
The following table presents the Company’s contract assets and liabilities:
| September 30, 2026 | December 31, 2025 | ||||||||||
| Contract assets (current and non-current) | $ | $ | |||||||||
| Contract liabilities (current and non-current) | $ | $ | |||||||||
Contract assets increased primarily due to a difference in timing of billing on cost plus programs and revenue recognition. The increase in contract liabilities was driven primarily by the acquisition of Astrobotic and by the timing difference of milestone billing and revenue recognition. As of September 30, 2026, the Company had approximately $3.0 million of government grants earned, but not yet billed within the contract assets balance within the table above.
The amount of revenue recognized for the nine months ended September 30, 2026 that was included in the contract liability balance as of December 31, 2025 was $13.0 million.
34
Notes to Condensed Consolidated Financial Statements
(Tabular amounts in thousands of dollars, unless otherwise noted)
(Tabular amounts in thousands of dollars, unless otherwise noted)
The below table summarizes the favorable (unfavorable) impact of the net estimate at completion (“EAC”) adjustments for the following periods:
| Three Months Ended | Nine Months Ended | ||||||||||||||||||||||
| (dollars in thousands, except per share data) | September 30, 2026 | September 30, 2025 | September 30, 2026 | September 30, 2025 | |||||||||||||||||||
| Net EAC adjustments | $ | ( | $ | ( | $ | ( | $ | ( | |||||||||||||||
| Net sales | $ | ( | $ | ( | $ | ( | $ | ( | |||||||||||||||
| Basic net loss per share | $ | ( | $ | ( | $ | ( | $ | ( | |||||||||||||||
| Diluted net loss per share | $ | ( | $ | ( | $ | ( | $ | ( | |||||||||||||||
Performance Obligations
As of September 30, 2026, the Company had approximately $608.0 million of remaining performance obligations associated with contracts. The Company will recognize net sales as such obligations are satisfied. The Company expects to recognize net sales relating to existing performance obligations of approximately $93.8 million, $335.3 million and $178.9 million for the remaining fiscal year 2026, fiscal year 2027, and thereafter, respectively.
Loss Contracts
A contract loss occurs when the current estimate of the consideration that the Company expects to receive is less than the current estimate of total costs to complete the contract. For purposes of determining the existence of an amount of a contract loss, the Company considers total contract consideration, including any variable consideration constrained for revenue recognition purposes. The Company may experience favorable or unfavorable changes to contract losses from time to time due to EAC adjustments and modifications that result in changes to contract price. The Company recorded immaterial net losses in operations related to contracts with customers for the three and nine months ended September 30, 2026 and for the three and nine months ended September 30, 2025. See Note 4, "Acquisitions" for information related to the contract loss provision acquired during the period ended September 30, 2026.
13. SEGMENT REPORTING
The Company’s business is organized into market sectors based on its products and services and has two
Effective the first fiscal quarter of 2026, the Company combined its Defense and National Security and Space Solutions segments into a single Defense and Space Technologies segment in order to align with how the Company's Chief Operating Decision Maker ("CODM") views results. This will enable the Company to generate internal synergies within the Defense and Space Technologies segment and to more effectively manage its resources and facilities in order to support operations across the product and service offerings. The Company's CODM allocates resources and assesses segment performance using regularly provided segment net sales and segment Adjusted Earnings before interest, taxes, depreciation and amortization ("EBITDA") under this updated segment structure. Within the segment change, there has been no change to the Company's reporting units. The segment data for the comparable period presented has been recast to conform to the current period presentation for all activities of the reorganized segments. Recasting this historical information did not have an impact on the condensed consolidated financial performance of the Company for the periods presented.
Transactions between segments are generally negotiated and accounted for under terms and conditions similar to other government and commercial contracts. The reconciling item “corporate expense” includes the portion of corporate costs not considered allocable to the segments, such as legal, management and administration, and other corporate unallocable costs.
The Company’s CODM is the Chief Executive Officer. The CODM uses net sales and Adjusted EBITDA to assess segment performance and make decisions regarding the allocation of capital and other investments. Adjusted
35
Notes to Condensed Consolidated Financial Statements
(Tabular amounts in thousands of dollars, unless otherwise noted)
(Tabular amounts in thousands of dollars, unless otherwise noted)
EBITDA is used to monitor budget versus actual results. The CODM also uses Adjusted EBITDA in analysis of the operational performance of each reporting segment. The CODM considers budget-to-actual variances on a quarterly basis for both profit measures when making decisions about allocating capital and personnel to the segments. The monitoring of budgeted versus actual results is used in assessing performance of the segments and in establishing management’s compensation. The CODM does not review segment expense items pursuant to ASC 280-10-50-26A. Therefore, the Company does not disclose these expense items by segment. The CODM does not use assets by segment to evaluate performance or allocate resources. Therefore, the Company does not disclose assets by segment.
The following table summarizes the operating performance of the Company’s segments:
| Three Months Ended | Nine Months Ended | ||||||||||||||||||||||
| September 30, 2026 | September 30, 2025 | September 30, 2026 | September 30, 2025 | ||||||||||||||||||||
| Net Sales: | |||||||||||||||||||||||
| Defense and Space Technologies | $ | $ | $ | $ | |||||||||||||||||||
| Starlab Space Stations | |||||||||||||||||||||||
| Total net sales, reportable segments | |||||||||||||||||||||||
Intersegment eliminations(1) | ( | ( | ( | ( | |||||||||||||||||||
| Total net sales | $ | $ | $ | $ | |||||||||||||||||||
Other Segment Expenses(2): | |||||||||||||||||||||||
| Defense and Space Technologies | $ | $ | $ | $ | |||||||||||||||||||
| Starlab Space Stations | |||||||||||||||||||||||
| Total other segment expenses, reportable segments | |||||||||||||||||||||||
Intersegment eliminations(1) | ( | ( | ( | ( | |||||||||||||||||||
| Corporate and other expenses | |||||||||||||||||||||||
Total other segment expenses | $ | $ | $ | $ | |||||||||||||||||||
| Adjusted EBITDA: | |||||||||||||||||||||||
| Defense and Space Technologies | $ | ( | $ | ( | $ | ( | $ | ( | |||||||||||||||
| Starlab Space Stations | ( | ( | ( | ( | |||||||||||||||||||
| Total Adjusted EBITDA, reportable segments | ( | ( | ( | ( | |||||||||||||||||||
| Intersegment eliminations | |||||||||||||||||||||||
| Corporate and other expenses | ( | ( | ( | ( | |||||||||||||||||||
| Depreciation and amortization | ( | ( | ( | ( | |||||||||||||||||||
| Stock-based compensation | ( | ( | ( | ( | |||||||||||||||||||
| Finance and interest expense, net | ( | ( | ( | ( | |||||||||||||||||||
| Net loss attributable to noncontrolling interests | ( | ( | ( | ( | |||||||||||||||||||
| Interest income | |||||||||||||||||||||||
Other(3) | ( | ||||||||||||||||||||||
| Loss before taxes | $ | ( | $ | ( | $ | ( | $ | ( | |||||||||||||||
__________________
(1)As a result of the Segment change during the first quarter of fiscal 2026, intersegment eliminations for comparative periods have been recast.
(2)Other Segment Expenses consist of cost of sales, research and development, selling, general, and administrative and other income or expense items which are not deducted when calculating Adjusted EBITDA.
(3)Other consists of acquisition costs, restructuring, impairment, and other income or expense items which are deducted when calculating Adjusted EBITDA. In prior period filings, ‘Interest income’ was grouped into this line item. During the third quarter of 2025, it was broken out due to materiality and prior periods have been recast to break out 'Interest income'.
36
Notes to Condensed Consolidated Financial Statements
(Tabular amounts in thousands of dollars, unless otherwise noted)
(Tabular amounts in thousands of dollars, unless otherwise noted)
The Company’s total capital expenditures were as follows:
| Three Months Ended September 30, 2026 | Defense and Space Technologies | Starlab Space Stations | Corporate | Total | |||||||||||||||||||
| Capital expenditures: | |||||||||||||||||||||||
| Property and equipment | $ | $ | $ | $ | |||||||||||||||||||
| Total capital expenditures | $ | $ | $ | $ | |||||||||||||||||||
| Three Months Ended September 30, 2025 | Defense and Space Technologies | Starlab Space Stations | Corporate | Total | |||||||||||||||||||
| Capital expenditures: | |||||||||||||||||||||||
| Property and equipment | $ | $ | $ | $ | |||||||||||||||||||
| Total capital expenditures | $ | $ | $ | $ | |||||||||||||||||||
| Nine Months Ended September 30, 2026 | Defense and Space Technologies | Starlab Space Stations | Corporate | Total | |||||||||||||||||||
| Capital expenditures: | |||||||||||||||||||||||
| Property and equipment | $ | $ | $ | $ | |||||||||||||||||||
| Total capital expenditures | $ | $ | $ | $ | |||||||||||||||||||
| Nine Months Ended September 30, 2025 | Defense and Space Technologies | Starlab Space Stations | Corporate | Total | |||||||||||||||||||
| Capital expenditures: | |||||||||||||||||||||||
| Property and equipment | $ | $ | $ | $ | |||||||||||||||||||
| Total capital expenditures | $ | $ | $ | $ | |||||||||||||||||||
14. INCOME TAXES
The effective tax rate was 6.0 % and 8.8 % for the three months ended September 30, 2026 and 2025, respectively. The effective tax rate was 1.7 % and 2.0 % for the nine months ended September 30, 2026 and 2025, respectively. The effective tax rates for all periods presented differ from the statutory U.S. federal income tax rate of 21.0% primarily due to estimated permanent differences and changes in the valuation allowance.
The Company assesses the deferred tax assets for recoverability on a quarterly basis. Based upon all available positive and negative evidence, the Company maintains a valuation allowance to reduce the net U.S. deferred tax asset to the amount that is more-likely-than-not realizable.
The Company computes an estimated annual effective tax rate (“AETR”) each quarter based on the current and forecasted continuing operating results. The income tax expense or benefit associated with the interim period is computed using the most recent estimated AETR applied to the year-to-date ordinary income or loss, plus the tax effect of any significant or infrequently occurring items recorded during the interim period. The computation of the estimated AETR at each interim period requires certain estimates and significant judgments including, but not limited to, the expected operating income (loss) for the year, projections of the proportion of income earned and taxed in various jurisdictions, permanent differences and the likelihood of recovering deferred tax assets generated in the current year. The accounting estimates used to compute the provision for income taxes may change as new events occur and additional information becomes known or as the tax environment changes.
37
Notes to Condensed Consolidated Financial Statements
(Tabular amounts in thousands of dollars, unless otherwise noted)
(Tabular amounts in thousands of dollars, unless otherwise noted)
15. NET LOSS PER COMMON SHARE
The following table includes the calculation of basic and diluted net loss per common share:
| Three Months Ended | Nine Months Ended | ||||||||||||||||||||||
| (dollars in thousands, except share data) | September 30, 2026 | September 30, 2025 | September 30, 2026 | September 30, 2025 | |||||||||||||||||||
| Numerator: | |||||||||||||||||||||||
| Net loss attributable to Voyager Technologies, Inc. | $ | ( | $ | ( | $ | ( | $ | ( | |||||||||||||||
| Accrued value of preferred stock dividends | |||||||||||||||||||||||
| Net loss attributable to common shareholders | $ | ( | $ | ( | $ | ( | $ | ( | |||||||||||||||
| Denominator: | |||||||||||||||||||||||
| Weighted-average common shares outstanding, basic | |||||||||||||||||||||||
| Weighted-average common shares outstanding, diluted | |||||||||||||||||||||||
| Net loss per share: | |||||||||||||||||||||||
| Basic | $ | ( | $ | ( | $ | ( | $ | ( | |||||||||||||||
| Diluted | $ | ( | $ | ( | $ | ( | $ | ( | |||||||||||||||
The Company’s potentially dilutive securities, which include outstanding awards under the equity plans, have been excluded from the computation of diluted earnings per share as the effect would be anti-dilutive in a net loss position. The Company excluded the following potential common shares, presented based on amounts outstanding at each period end, from the computation of diluted net loss per share for the periods indicated:
| (in shares of common stock) | September 30, 2026 | September 30, 2025 | |||||||||
| Equity compensation awards | |||||||||||
| Warrants | |||||||||||
| Total common stock equivalents | |||||||||||
16. JOINT VENTURE
The Company is a majority owner of a joint venture company, Starlab Space LLC (“Starlab JV”), which began operating on April 12, 2024 when the SAA was novated with NASA. Through the SAA, the Company will receive financial assistance through Government grants for certain eligible expenses to design, build and maintain a commercial space station.
As of September 30, 2026, the Company's ownership stake was 61.1 %.
Consolidated Variable Interest Entity
The Company evaluated its interests in Starlab JV and determined that it has a variable interest as of September 30, 2026. Due to the Company’s obligation to absorb losses and the right to receive benefits from the Variable Interest Entity (“VIE”) along with the ability to direct the activities that most significantly impact Starlab JV’s economic performance (including control over three of the five seats on the Board of Directors at Starlab JV), the Company was determined to be the primary beneficiary and is therefore consolidating the Starlab JV.
The Company’s condensed consolidated financial statements reflect the performance of the Starlab JV VIE with the Company being the primary beneficiary of the VIE and having incremental power over the Starlab JV. The Company meets the power and economic criteria for consolidation of the VIE. The Starlab JV is considered a business and therefore no gain or loss was recognized by the Company upon the initial consolidation of the VIE.
38
Notes to Condensed Consolidated Financial Statements
(Tabular amounts in thousands of dollars, unless otherwise noted)
(Tabular amounts in thousands of dollars, unless otherwise noted)
The following table presents the assets and liabilities of the Starlab JV included in the Company’s unaudited condensed consolidated balance sheets, separated by major asset and liability class. These assets can only be used to settle obligations of Starlab JV, and the Company does not have recourse to the liabilities. Creditors of Starlab JV do not have recourse to the Company.
| September 30, 2026 | December 31, 2025 | ||||||||||
| ASSETS | |||||||||||
| Cash and cash equivalents | $ | $ | |||||||||
| Accounts receivable, net | |||||||||||
| Prepaid expenses and other current assets | |||||||||||
| Property and equipment, net | |||||||||||
| Operating lease right-of-use assets | |||||||||||
| Other assets | |||||||||||
| TOTAL ASSETS | $ | $ | |||||||||
| LIABILITIES | |||||||||||
| Accounts payable | $ | $ | |||||||||
| Operating lease liabilities | |||||||||||
| Accrued expenses and other current liabilities | |||||||||||
| Contract liabilities to related parties, non-current | |||||||||||
| TOTAL LIABILITIES | $ | $ | |||||||||
17. COMMITMENTS AND CONTINGENCIES
Non-Cancelable Service Contract Commitments
The Company has a commitment for services for the Starlab program. As of September 30, 2026 and December 31, 2025, the Company has a commitment for future services for $90.0 25 % of the contract value less what has been paid inception to date. If the Company were to cancel the services, it would owe $13.5 million to the provider.
The Company has commitments for various services to assist in payload and launch analyses for the Starlab program and throughout the business units for various contracts, as well as to assist in space exploration technologies. As of September 30, 2026, for these service related contracts the Company has commitments through 2028, totaling $11.2 million.
Litigation
The Company is involved in various legal actions arising in the normal course of business. Based upon the Company’s and its legal counsel’s evaluations of any claims or assessments, management is of the opinion that the outcome of these matters will not have a material adverse effect on the Company’s results of operations, financial position, or cash flows.
18. RELATED PARTIES
The Company had no accounts receivable and accounts payable balances outstanding from transactions with related parties as of September 30, 2026.
The Company had no net sales balance and had an immaterial amount of expenses with related parties, which are included in the Company's condensed consolidated statement of operations for the three and nine months ended September 30, 2026 and 2025.
39
Notes to Condensed Consolidated Financial Statements
(Tabular amounts in thousands of dollars, unless otherwise noted)
(Tabular amounts in thousands of dollars, unless otherwise noted)
19. SUPPLEMENTAL CASH FLOW
Selected cash payments and non-cash activities are as follows:
| Nine Months Ended | |||||||||||
| September 30, 2026 | September 30, 2025 | ||||||||||
| Supplemental cash flow information: | |||||||||||
| Cash paid for interest | $ | $ | |||||||||
| Cash paid for income taxes | $ | $ | |||||||||
| Supplemental non-cash investing and financing activities: | |||||||||||
| Warrants issued for common stock | $ | $ | |||||||||
| Operating lease liabilities arising in exchange for obtaining right-of-use assets | $ | $ | |||||||||
| Non-cash services and prepaid expenses contracted in exchange for common stock | $ | $ | |||||||||
| Non-cash services and prepaid expenses contracted in exchange for Starlab equity | $ | $ | |||||||||
| Issuance of common stock in consideration for business acquisition | $ | $ | |||||||||
| Issuance of common stock for purchase of noncontrolling interest | $ | $ | |||||||||
| Conversion of debt to common stock upon initial public offering | $ | $ | |||||||||
| Conversion of 2024 Convertible Notes to common stock | $ | $ | |||||||||
| Non-cash additions of property and equipment | $ | $ | |||||||||
| CIP grants earned, but not received as of quarter end offsetting capital expenditures | $ | $ | |||||||||
20. SUBSEQUENT EVENTS
The Company has evaluated subsequent events through November 3, 2026, the date the condensed consolidated financial statements were issued. There were no material subsequent events which required recognition or additional disclosure.
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The following discussion of our financial condition and results of operations should be read together with the unaudited interim condensed consolidated financial statements and related notes that are included within Part I, Item 1 of this Quarterly Report, as well as the audited financial statements and the related notes thereto and the discussion under “Management’s Discussion and Analysis of Financial Condition and Results of Operations” included in our Annual Report on Form 10-K for the year ended December 31, 2025 ("Form 10-K"). This discussion contains forward-looking statements based upon our current expectations that involve risks and uncertainties. Our actual results may differ materially from those anticipated in these forward-looking statements as a result of various factors, including those set forth under “Risk Factors” in Part I, Item 1A. of our Form 10-K and “Forward-Looking Statements” elsewhere in this Quarterly Report.
Overview
We are a purpose-built, innovation-driven defense technology and space solutions company delivering mission-critical solutions across national security, space exploration and infrastructure, and commercial space markets. Our company was built to take on some of the most complex and consequential challenges in defense and space, where technological leadership, operational execution and long-term resilience decide outcomes. Our work strengthens national security, protects critical assets and enables sustained human and economic activity in space.
Since our founding in 2019, we have deployed first-of-its-kind missile defense maneuvering capabilities, developed groundbreaking space technology, and been selected by NASA to develop a commercial replacement for the ISS. In 2026, we implemented a strategic lunar initiative to build the foundational infrastructure for sustained human and robotic operations on the lunar surface: power distribution, automated logistics, communications and
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compute, and human support systems. We believe Voyager has the most integrated lunar platform in the industry, including a partnership to advance expandable habitat infrastructure and the acquisition of Astrobotic, which brings an end-to-end lunar lander and infrastructure business.
We have grown both organically and through acquisitions, including Nanoracks, Valley Tech Systems, Space Micro, Zin Technologies, ExoTerra, Estes and Astrobotic. We serve as both a “prime” contractor and a “subcontractor” to government and private enterprise customers across our defense, national security, and space product offerings. Since 2019, we have executed and integrated thirteen acquisitions, with net sales of $88.7 million and $176.7 million for the three and nine months ended September 30, 2026, respectively.
In addition, we received cash proceeds from NASA grants of $1.5 million and $29.3 million during the three and nine months ended September 30, 2026, respectively, and $212.5 million as of September 30, 2026. We had $5.0 million of eligible proceeds remaining as of September 30, 2026, from our $217.5 million development grant with NASA to design Starlab, our commercial space station. Starlab is designed to support continuity of low Earth orbit operations as the ISS approaches its planned retirement in 2030, and NASA's approach to that transition is still evolving. We intend to operate Starlab through the Starlab JV, a Voyager-led and majority-owned global joint venture with international equity partners that include Airbus, Mitsubishi, Palantir, MDA Space, and Space Applications Services. Our growth and increased scale come from investing in our key technology offerings and from our ability to attract, cultivate and integrate accretive acquisitions.
Unless otherwise indicated, our significant accounting policies and estimates, material cash requirements, commitments, contingencies and business risks and uncertainties as described in our Management’s Discussion and Analysis (“MD&A”) are substantially unchanged from what was disclosed in our Form 10-K.
Key Factors Affecting Our Performance
Our results have been affected, and are expected to be affected in the future, by a variety of factors. A discussion of key factors that have had, or may have, an effect on our results is set forth below. For a further discussion of the factors affecting our results of operations, see Part I, Item 1A. “Risk Factors” disclosed in our Form 10-K.
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Government Expenditures and Private Enterprise Investment
Government expenditure and private enterprise investment have fueled the growth in our target markets and we expect the continued availability of government expenditures and private investment for our customers to help fund purchases of our products and services. However, changes in the volume and relative mix of government expenditures and private investment, as well as in areas of spending growth, may impact our results of operations. In particular, our results can be affected by shifts in strategies and priorities on defense-related programs, commercial space exploration, and space infrastructure. Cost-cutting and efficiency initiatives, current and future budget restrictions, spending cuts, and other efforts to reduce government expenditures and private enterprise investment, as well as shifts in overall priorities, could cause our government and private enterprise customers to reduce or delay funding or invest appropriated funds on a less consistent basis or not at all, and demand for our solutions or services could diminish. Furthermore, any disruption in the functioning of government agencies, including as a result of government closures and shutdowns, could have a negative impact on our operations and cause us to lose revenue or incur additional costs due to, among other things, our inability to maintain access and schedules for government testing or deploy our staff to customer locations or facilities as a result of such disruptions.
There is also uncertainty around the timing, extent, nature, and effect of Congressional and other U.S. government actions to address budgetary constraints and caps on the discretionary budget for defense and non-defense departments and agencies. In addition, there is uncertainty around the ability of Congress to determine how to allocate the available budget authority and pass appropriations bills to fund both U.S. government departments and agencies that are, and those that are not, subject to the caps. Additionally, budget deficits and the growing U.S. national debt may increase pressure on the U.S. government to continue to reduce federal spending across all federal agencies, with uncertainty about the size and timing of those reductions. Furthermore, delays in the completion of future U.S. government budgets could delay procurement of the federal government services that we provide. A reduction in the amount of, or reductions, delays, or cancellations of funding for, services that we are contracted to provide to the U.S. government due to any of these impacts or related initiatives, legislation or otherwise could have a material adverse effect on our business and results of operations.
Backlog
Our total backlog is comprised of funded and unfunded backlog. Our funded backlog represents the portion of definitized contracts with customers that contain remaining performance obligations. Unfunded backlog includes contractual value that has yet to be funded, unexercised contract options and bookings under indefinite delivery/indefinite quantity (“IDIQ”) contracts that has been definitized. In order to effectively manage our resources and develop our financial budgets, we continuously monitor our backlog.
Our backlog may also include, as of any date of estimation, change orders that have been confirmed for any project, either in writing or verbally, or formally contracted. Change orders may increase or decrease the amount we ultimately bill for a particular project, causing us to realize more or less revenue from a project than was reflected in our backlog as of the date of estimation. Additionally, prior to categorizing a project as part of our backlog, we maintain a running list of projects that are in an advanced stage of active bidding and discussion, including potential change orders for current projects, but for which the customer has not yet confirmed the commercial terms, the value of the contract, and/or the scope of our work. These projects are tracked for project planning and budgeting of the business. Once the terms of these projects are further progressed in line with our backlog criteria, they are recorded in our funded backlog.
Backlog in our segments include both single and multi-year awards. Fluctuations in backlog are driven primarily by the timing of large program wins. Total backlog as of September 30, 2026 was $742.1 million, of which $390.3 million was funded. We expect to convert 15.4% of the total $608.0 million of funded backlog as of September 30, 2026 into revenue in the remaining 2026 period.
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In addition, our backlog is subject to meaningful customer concentration risk. As of September 30, 2026, 92.2% of the total dollar value of our funded backlog was related to our top customer, the U.S. government. For purposes of evaluating our backlog, we consider all U.S. government entities to be one customer. Additionally, backlog that is originally funded through U.S. government efforts is considered to be U.S. government backlog even if the program is directly contracted through an intermediary.
In general, our customers have the right to cancel their contracts under termination for convenience clauses. If a customer cancels a contract before full performance of such contract, we may not receive the full revenue from such booking. Instead, we would recognize revenue under the contract on a cost basis with reasonable margin to the extent of the progress performed under such contract. In addition, our backlog is typically subject to large variations from quarter to quarter and comparisons of backlog from period to period are not necessarily indicative of future revenues. Some contracts comprising the backlog are for programs scheduled many years in the future and the economic viability of contractual counterparties is not guaranteed over time. As a result, the contracts comprising our backlog may not result in actual revenue in any particular period, or at all, and the actual revenue from such contracts may differ from our backlog estimates. The timing of recognition of revenues, if any, on projects included in the backlog could change. We review these projects regularly and increase or decrease our backlog accordingly. The failure to realize some portion of our backlog could adversely affect our financial performance.
Project Revenue Mix and Impact on Margins
We may experience future variability in the profitability of our contracts and such variability may occur at levels and frequencies different from historical experience. Such variability in profitability may be due to strategic decisions, cost overruns, or other circumstances within or outside of our control. Accordingly, our historical experience with profitability of our contracts is not indicative or predictive of future experience.
Our financial success is based on our ability to deliver high quality products on a timely basis and at a cost-effective price for our customers. When agreeing to contractual terms, our management team makes assumptions and projections about future conditions and events. The accounting for our contracts and programs involves assumptions and estimates about these conditions and events. These projections and estimates assess:
•the productivity and availability of labor;
•the allocation of indirect costs to labor and material costs incurred;
•the complexity of the work to be performed;
•the cost and availability of materials and components; and
•schedule requirements.
If there is a significant change in one or more of these circumstances, estimates or assumptions, or if the risks under our contracts are not managed adequately, the profitability of contracts could be adversely affected. This could materially affect earnings and margins.
In particular, profitability can fluctuate depending on the type of contract award. Contracts with certain customers reflect firm fixed pricing structures. As a result, our gross profit is dependent on the efficient and effective execution of our contracts. Our ability to maximize gross profit may be impacted by, but not limited to, unanticipated cost overruns, disruptions in our supply chains, learning curve, and non-recurring engineering costs related to our contracts with customers. If our fixed-price development efforts create a larger portion of our revenue output, we may have a higher risk profile, which may result in reduced margins.
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From time to time, we may strategically enter into contracts with low or negative margins relative to other contracts or that are at risk of cost overruns. This may occur due to strategic decisions built around positioning ourselves for future contracts or to enhance our product and service offerings. However, in some instances, loss contracts may occur from unforeseen cost overruns that are not recoverable from the customer. We establish loss reserves on contracts in which the cost estimate-at-completion (“EAC”) exceeds the estimated revenue. The loss reserves are recorded in the period in which a loss is determined. Our reference to adjustments to EAC in the context of describing our results of operations includes net changes during the period in our aggregate program contract values, EAC and other program estimates, and includes the impact of cost overruns and recognition of loss reserves.
Additionally, the timing of our cash flows is impacted by the timing of achievement of billable milestones on contracts. Historically, this has resulted and could continue to result in fluctuations in working capital levels and quarterly free cash flow. As a result of such quarterly fluctuations in free cash flow, we believe that quarter-to-quarter comparisons of our results of operations may not necessarily be meaningful and should not be relied upon as indicators of future performance.
Ability to Improve Profit Margins and Scale our Business
We intend to continue to invest in initiatives to improve our operating leverage and significantly ramp up production. We believe continued reductions in costs and increases in production volumes will cause the cost of production to decline and improve our profit margins. Our ability to achieve our production-efficiency objectives have been and could in the future be negatively impacted by a variety of factors including, but not limited to, lower-than-expected facility utilization rates, manufacturing and production cost overruns, increased purchased material costs, and unexpected supply-chain quality issues or interruptions.
Basis of Presentation
The accompanying condensed consolidated financial statements include the accounts of Voyager Technologies, Inc. and our consolidated subsidiaries and have been prepared in conformity with accounting principles generally accepted in the United States (“GAAP”). All intercompany amounts have been eliminated in consolidation.
Our business is organized into market sectors based on our products and services, and we have two reportable segments: (i) Defense and Space Technologies and (ii) Starlab Space Stations. Effective the first fiscal quarter of 2026, we combined our Defense and National Security and Space Solutions segments into a single Defense and Space Technologies segment. The segment data for the comparable period presented has been recast to conform to the current period presentation for all activities of the reorganized segments. Recasting this historical information did not have an impact on our consolidated financial performance for the periods presented. See Part I “Notes to Condensed Consolidated Financial Statements—Note 13. Segment Reporting” elsewhere in this Quarterly Report.
Components of Results of Operations
Net Sales
Net sales in our consolidated statements of operations consist entirely of revenue from contracts with customers. Our sales are derived from a combination of cost plus contracts, firm fixed-price contracts, and time and materials contracts for both U.S. government and commercial and international deliverables. We account for a contract when it has approval and commitment from both parties, the rights of the parties are identified, payment terms are identified, the contract has commercial substance and collectability of consideration is probable. We recognize revenue upon satisfying the performance obligations identified in the contract, which is achieved as services are rendered, upon completion of a service, or through the transfer of control of the promised good or service to the customer either at a point-in-time or over time. Our contracts can range from short-term periods of less than 12 months to multi-year obligations.
We generate net sales in our Defense and Space Technologies segment by delivering mission-critical systems that protect the nation, strengthen the industrial base and extend humanity's presence from low-Earth orbit to the Moon and beyond. Our portfolio offering includes advanced electronics, lunar infrastructure, space technologies,
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propulsion, energetics, critical resources, AI-enabled electronic warfare solutions, science and space exploration and mission management as a service.
The following table sets forth our net sales by contract type for the periods indicated:
| (dollars in thousands) | Three Months Ended | Nine Months Ended | |||||||||||||||||||||
| Net sales by contract type | September 30, 2026 | September 30, 2025 | September 30, 2026 | September 30, 2025 | |||||||||||||||||||
| Cost-plus fee and time and materials | $ | 18,343 | $ | 21,496 | $ | 56,759 | $ | 69,641 | |||||||||||||||
| Firm fixed price | 70,372 | 18,091 | 119,948 | 50,127 | |||||||||||||||||||
| Total net sales | $ | 88,715 | $ | 39,587 | $ | 176,707 | $ | 119,768 | |||||||||||||||
The following table sets forth our net sales by customer for the periods indicated:
| (dollars in thousands) | Three Months Ended | Nine Months Ended | |||||||||||||||||||||
| Net sales by customer | September 30, 2026 | September 30, 2025 | September 30, 2026 | September 30, 2025 | |||||||||||||||||||
| U.S. Government | $ | 78,583 | $ | 36,024 | $ | 155,423 | $ | 106,979 | |||||||||||||||
| Commercial and international | 10,132 | 3,563 | 21,284 | 12,789 | |||||||||||||||||||
| Total net sales | $ | 88,715 | $ | 39,587 | $ | 176,707 | $ | 119,768 | |||||||||||||||
Starlab Space Stations does not and is not expected to generate revenue from customers in the near term. However, the Starlab program has received significant funding from NASA under our SAA. The Starlab program is partially funded through government grants. These grants are not considered revenue. We expect to continue to receive funding from NASA in the near term and before we begin to generate revenue.
Cost of Sales
Cost of sales represent the costs required to fulfill performance obligations on a direct or indirect basis. Our cost of sales are primarily driven by labor, materials, and subcontractors necessary to fulfill our contractual obligations along with program application indirect costs.
Selling, General, and Administrative
Selling, general, and administrative expenses consist primarily of personnel-related expenses for our sales, marketing, supply chain, finance, legal, human resources and administrative personnel, as well as the costs of customer service, information technology, risk management and related insurance, travel, allocated overhead and other marketing, communications and administrative expenses. We also expect to further invest in our corporate infrastructure and continue to incur additional expenses associated with operating as a public company, including increased legal and accounting costs, investor relations and compliance costs. As a result, we expect that selling, general, and administrative expenses will continue to increase in absolute dollars in future periods but decline as a percentage of total revenue over time. In addition, as a public company, we anticipate that we will continue to incur significant additional annual expenses including, among other things, additional directors’ and officers’ liability insurance, costs to administer a public company stock compensation plan, director fees, costs to comply with reporting requirements of the SEC, transfer agent fees, costs for additional accounting, legal and administrative personnel, increased auditing, tax and legal fees, stock exchange listing fees, additional stock-based compensation expense and similar expenses.
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Research and Development Costs
Research and development costs are expensed as incurred. Research and development costs include employee compensation, contractor fees, materials and supplies, software and facility costs. For the three and nine months ended September 30, 2026, gross research and development costs were $14.6 million and $38.4 million, respectively. For the three and nine months ended September 30, 2025, gross research and development costs were $3.5 million and $12.3 million, respectively.
Government Grants
We recognize government assistance when there is reasonable assurance that we will comply with the conditions of the assistance and that the assistance will be received.
NASA established the Low Earth Orbit ("LEO") Development program, or the SAA to help facilitate two objectives:
•Develop a robust commercial space economy in LEO, including supporting the development of commercially owned and operated LEO destinations from which various customers, including private entities, public institutions, NASA and foreign governments, can purchase services; and
•Stimulate the growth of commercial activities in LEO.
On December 1, 2021, Nanoracks LLC, a subsidiary of Voyager, entered into an agreement under the SAA with NASA (the “Nanoracks Agreement”), pertaining to the LEO Development program, to design, build and maintain a commercial space station, known as “Starlab”. The Nanoracks Agreement and its subsequent amendments signed through 2023 provides $217.5 million in funding for the design and manufacture of Starlab, which is earned upon completion of defined milestones. As of September 30, 2026, we have cumulatively earned $212.5 million.
In addition to the SAA program, we are under contract for other governmental grant assistance programs associated with funding critical government initiatives for operations and infrastructure development within our company.
When the government grant assistance is related to an asset, the assistance will be deducted from the carrying value of the asset. When the government grant assistance is related to costs incurred, the assistance is deducted from the related expense. The following table sets forth the government grant assistance offset against research and development and construction in progress for the three and nine months ended September 30, 2026 and 2025:
| Three Months Ended | Nine Months Ended | ||||||||||||||||||||||
| (dollars in thousands) | September 30, 2026 | September 30, 2025 | September 30, 2026 | September 30, 2025 | |||||||||||||||||||
| Government grant assistance offset against research and development | $ | (1,716) | $ | 428 | $ | 7,179 | $ | 4,678 | |||||||||||||||
| Government grant assistance offset against construction in progress | $ | 10,140 | $ | 3,600 | $ | 37,596 | $ | 41,850 | |||||||||||||||
Amortization of Acquired Intangibles
Amortization of acquired intangibles includes amortization of acquired intangibles related to acquisitions.
Finance and Interest Expense, net
Finance and interest expense, net consists primarily of finance gains and charges on debt extinguishments and issuances, along with interest expense incurred on debt.
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Other Income, net
Other income, net consists primarily of interest income on our cash and cash equivalents along with gain (loss) on foreign exchange relates to currency fluctuations that generate foreign exchange gains or losses on invoices denominated in currencies other than the U.S. dollar.
Income Tax Benefit
Income tax benefit includes the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements or tax returns. For further information, see Part II, Item 8, “Notes to Consolidated Financial Statements—Note 2. Summary of Significant Accounting Policies–Income Taxes” in our Form 10-K.
Results of Operations
The following table sets forth our results of operations for the periods indicated:
| Three Months Ended | Change | ||||||||||||||||||||||
| (dollars in thousands) | September 30, 2026 | September 30, 2025 | Year over Year | % | |||||||||||||||||||
| Net sales | $ | 88,715 | $ | 39,587 | $ | 49,128 | 124.1 | % | |||||||||||||||
| Cost of sales | 78,484 | 33,497 | 44,987 | 134.3 | % | ||||||||||||||||||
| Gross profit | 10,231 | 6,090 | 4,141 | 68.0 | % | ||||||||||||||||||
| Operating expenses: | |||||||||||||||||||||||
| Selling, general, and administrative | 47,846 | 25,106 | 22,740 | 90.6 | % | ||||||||||||||||||
| Research and development | 16,347 | 3,038 | 13,309 | * | |||||||||||||||||||
| Amortization of acquired intangibles | 7,941 | 1,989 | 5,952 | * | |||||||||||||||||||
| Loss from operations | $ | (61,903) | $ | (24,043) | $ | (37,860) | 157.5 | % | |||||||||||||||
| Other income (expense): | |||||||||||||||||||||||
| Finance and interest expense, net | (2,695) | (200) | (2,495) | * | |||||||||||||||||||
| Other income, net | 2,495 | 4,145 | (1,650) | (39.8) | % | ||||||||||||||||||
| Loss before income taxes | (62,103) | (20,098) | (42,005) | * | |||||||||||||||||||
| Income tax benefit | (3,730) | (1,762) | (1,968) | 111.7 | % | ||||||||||||||||||
| Net loss | (58,373) | (18,336) | (40,037) | * | |||||||||||||||||||
| Net loss attributable to noncontrolling interests | (2,693) | (2,063) | (630) | 30.5 | % | ||||||||||||||||||
| Net loss attributable to Voyager Technologies, Inc. | $ | (55,680) | $ | (16,273) | $ | (39,407) | * | ||||||||||||||||
__________________
*% Change not meaningful; non-meaningful changes are defined as greater than absolute value of 200% change or a change from 0%
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| Nine Months Ended | Change | ||||||||||||||||||||||
| (dollars in thousands) | September 30, 2026 | September 30, 2025 | Year over Year | % | |||||||||||||||||||
| Net sales | $ | 176,707 | $ | 119,768 | $ | 56,939 | 47.5 | % | |||||||||||||||
| Cost of sales | 163,565 | 99,883 | 63,682 | 63.8 | % | ||||||||||||||||||
| Gross profit | 13,142 | 19,885 | (6,743) | (33.9) | % | ||||||||||||||||||
| Operating expenses: | |||||||||||||||||||||||
| Selling, general, and administrative | 122,875 | 81,633 | 41,242 | 50.5 | % | ||||||||||||||||||
| Research and development | 31,194 | 7,580 | 23,614 | * | |||||||||||||||||||
| Amortization of acquired intangibles | 17,031 | 5,141 | 11,890 | * | |||||||||||||||||||
| Loss from operations | $ | (157,958) | $ | (74,469) | $ | (83,489) | 112.1 | % | |||||||||||||||
| Other income (expense): | |||||||||||||||||||||||
| Loss on debt extinguishment | — | (7,804) | 7,804 | * | |||||||||||||||||||
| Finance and interest expense, net | (6,714) | (5,452) | (1,262) | 23.1 | % | ||||||||||||||||||
| Other income, net | 8,910 | 6,762 | 2,148 | 31.8 | % | ||||||||||||||||||
| Loss before income taxes | (155,762) | (80,963) | (74,799) | 92.4 | % | ||||||||||||||||||
| Income tax benefit | (2,699) | (1,633) | (1,066) | 65.3 | % | ||||||||||||||||||
| Net loss | (153,063) | (79,330) | (73,733) | 92.9 | % | ||||||||||||||||||
| Net loss attributable to noncontrolling interests | (6,910) | (4,737) | (2,173) | 45.9 | % | ||||||||||||||||||
| Net loss attributable to Voyager Technologies, Inc. | $ | (146,153) | $ | (74,593) | $ | (71,560) | 95.9 | % | |||||||||||||||
__________________
*% Change not meaningful; non-meaningful changes are defined as greater than absolute value of 200% change or a change from 0%
Net sales
| Three Months Ended | Change | ||||||||||||||||||||||
| (dollars in thousands) | September 30, 2026 | September 30, 2025 | Year over Year | % | |||||||||||||||||||
| Net sales | $ | 88,715 | $ | 39,587 | $ | 49,128 | 124.1 | % | |||||||||||||||
The increase in net sales for the three months ended September 30, 2026, compared to the three months ended September 30, 2025 was primarily related to the increase in U.S. domestic sales of $48.7 million. For a further discussion of the drivers behind the change in revenues, see “—Results by Segment.”
| Nine Months Ended | Change | ||||||||||||||||||||||
| (dollars in thousands) | September 30, 2026 | September 30, 2025 | Year over Year | % | |||||||||||||||||||
| Net sales | $ | 176,707 | $ | 119,768 | $ | 56,939 | 47.5 | % | |||||||||||||||
The increase in net sales for the nine months ended September 30, 2026, compared to the nine months ended September 30, 2025 was primarily related to the increase in U.S. domestic sales of $59.1 million, partially offset by the decrease in sales in the international market. For a further discussion of the drivers behind the change in revenues, see “—Results by Segment.”
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Cost of sales
| Three Months Ended | Change | ||||||||||||||||||||||
| (dollars in thousands) | September 30, 2026 | September 30, 2025 | Year over Year | % | |||||||||||||||||||
| Cost of sales | $ | 78,484 | $ | 33,497 | $ | 44,987 | 134.3 | % | |||||||||||||||
The increase in costs of sales was primarily due to the increase in total net sales volumes, primarily driven by the increase in program volume due to new acquisitions from 2025 and 2026 of $45.9 million for the three months ended September 30, 2026, as compared to the three months ended September 30, 2025.
| Nine Months Ended | Change | ||||||||||||||||||||||
| (dollars in thousands) | September 30, 2026 | September 30, 2025 | Year over Year | % | |||||||||||||||||||
| Cost of sales | $ | 163,565 | $ | 99,883 | $ | 63,682 | 63.8 | % | |||||||||||||||
The increase in costs of sales was primarily due to the increase in total net sales volumes, primarily related to the increase in U.S. sales of $59.1 million and program input costs associated with firm fixed price programs, which experienced an increase in aggregate of $5.6 million for the nine months ended September 30, 2026, as compared to the nine months ended September 30, 2025.
Selling, general, and administrative
| Three Months Ended | Change | ||||||||||||||||||||||
| (dollars in thousands) | September 30, 2026 | September 30, 2025 | Year over Year | % | |||||||||||||||||||
| Selling, general, and administrative | $ | 47,846 | $ | 25,106 | $ | 22,740 | 90.6 | % | |||||||||||||||
The increase in selling, general, and administrative costs was primarily due to the increase in corporate expenses related to headcount growth, oversight functions and acquisitions of $21.5 million for the three months ended September 30, 2026, as compared to the three months ended September 30, 2025.
| Nine Months Ended | Change | ||||||||||||||||||||||
| (dollars in thousands) | September 30, 2026 | September 30, 2025 | Year over Year | % | |||||||||||||||||||
| Selling, general, and administrative | $ | 122,875 | $ | 81,633 | $ | 41,242 | 50.5 | % | |||||||||||||||
The increase in selling, general, and administrative costs was primarily due to the increase in corporate expenses related to headcount growth, oversight functions and acquisitions of $38.7 million for nine months ended September 30, 2026, as compared to the nine months ended September 30, 2025.
Research and development
| Three Months Ended | Change | ||||||||||||||||||||||
| (dollars in thousands) | September 30, 2026 | September 30, 2025 | Year over Year | % | |||||||||||||||||||
| Research and development | $ | 16,347 | $ | 3,038 | $ | 13,309 | * | ||||||||||||||||
The increase in research and development was primarily due to our internal investment in further product offerings and capabilities within the business with $4.4 million invested in corporate research and development and $9.9 million invested within the business on further product developments during the three months ended September 30, 2026, as compared to the three months ended September 30, 2025.
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| Nine Months Ended | Change | ||||||||||||||||||||||
| (dollars in thousands) | September 30, 2026 | September 30, 2025 | Year over Year | % | |||||||||||||||||||
| Research and development | $ | 31,194 | $ | 7,580 | $ | 23,614 | * | ||||||||||||||||
The increase in research and development was primarily due to our internal investment in further product offerings and capabilities within the business with $5.4 million invested in corporate research and development and $18.2 million invested within the business on further product developments during the nine months ended September 30, 2026, as compared to the nine months ended September 30, 2025.
Amortization of acquired intangibles
| Three Months Ended | Change | ||||||||||||||||||||||
| (dollars in thousands) | September 30, 2026 | September 30, 2025 | Year over Year | % | |||||||||||||||||||
| Amortization of acquired intangibles | $ | 7,941 | $ | 1,989 | $ | 5,952 | * | ||||||||||||||||
The increase in amortization of acquired intangibles during the three months ended September 30, 2026 was driven by additional acquired intangibles related to business acquisitions in 2025 incurring a full amortization period for the three months ended September 30, 2026, along with the increase of $3.1 million in amortization related to amortization of acquired intangibles from the Astrobotic acquisition, as compared to the three months ended September 30, 2025.
| Nine Months Ended | Change | ||||||||||||||||||||||
| (dollars in thousands) | September 30, 2026 | September 30, 2025 | Year over Year | % | |||||||||||||||||||
| Amortization of acquired intangibles | $ | 17,031 | $ | 5,141 | $ | 11,890 | * | ||||||||||||||||
The increase in amortization of acquired intangibles during the nine months ended September 30, 2026 was primarily driven by additional acquired intangibles related to business acquisitions in 2025 incurring a full amortization period for the nine months ended September 30, 2026, along with the increase of $3.1 million in amortization related to amortization of acquired intangibles from the Astrobotic acquisition, as compared to the nine months ended September 30, 2025.
Loss on debt extinguishment
| Nine Months Ended | Change | ||||||||||||||||||||||
| (dollars in thousands) | September 30, 2026 | September 30, 2025 | Year over Year | % | |||||||||||||||||||
| Loss on debt extinguishment | $ | — | $ | (7,804) | $ | 7,804 | * | ||||||||||||||||
The $7.8 million loss on debt extinguishment during the nine months ended September 30, 2025 was driven by the extinguishment of our Term Loan and Convertible Debt, as compared to no activity during the nine months ended September 30, 2026.
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Finance and interest expense, net
| Three Months Ended | Change | ||||||||||||||||||||||
| (dollars in thousands) | September 30, 2026 | September 30, 2025 | Year over Year | % | |||||||||||||||||||
| Finance and interest expense, net | $ | (2,695) | $ | (200) | $ | (2,495) | * | ||||||||||||||||
The increase in finance and interest expense, net was driven primarily by interest expense on the convertible notes held during three months ended September 30, 2026, as compared to the three months ended September 30, 2025.
| Nine Months Ended | Change | ||||||||||||||||||||||
| (dollars in thousands) | September 30, 2026 | September 30, 2025 | Year over Year | % | |||||||||||||||||||
| Finance and interest expense, net | $ | (6,714) | $ | (5,452) | $ | (1,262) | 23.1 | % | |||||||||||||||
The increase in finance and interest expense, net was driven primarily by increased debt holdings during the nine months ended September 30, 2026, as compared to the nine months ended September 30, 2025.
Other income, net
| Three Months Ended | Change | ||||||||||||||||||||||
| (dollars in thousands) | September 30, 2026 | September 30, 2025 | Year over Year | % | |||||||||||||||||||
| Other income, net | $ | 2,495 | $ | 4,145 | $ | (1,650) | (39.8) | % | |||||||||||||||
The decrease in other income, net was driven primarily by the decrease in interest income during the three months ended September 30, 2026, as compared to the three months ended September 30, 2025.
| Nine Months Ended | Change | ||||||||||||||||||||||
| (dollars in thousands) | September 30, 2026 | September 30, 2025 | Year over Year | % | |||||||||||||||||||
| Other income, net | $ | 8,910 | $ | 6,762 | $ | 2,148 | 31.8 | % | |||||||||||||||
The increase in other income, net was related primarily to the increased interest income of $1.5 million associated with increased cash holdings during the nine months ended September 30, 2026, as compared to the nine months ended September 30, 2025.
Income tax benefit
| Three Months Ended | Change | ||||||||||||||||||||||
| (dollars in thousands) | September 30, 2026 | September 30, 2025 | Year over Year | % | |||||||||||||||||||
| Income tax benefit | $ | (3,730) | $ | (1,762) | $ | (1,968) | 111.7 | % | |||||||||||||||
The increase in income tax benefit during the three months ended September 30, 2026 was due to an increase in deferred tax liability benefits associated with the acquisition of Astrobotic, as compared to the three months ended September 30, 2025.
| Nine Months Ended | Change | ||||||||||||||||||||||
| (dollars in thousands) | September 30, 2026 | September 30, 2025 | Year over Year | % | |||||||||||||||||||
| Income tax benefit | $ | (2,699) | $ | (1,633) | $ | (1,066) | 65.3 | % | |||||||||||||||
The increase in income tax benefit during the nine months ended September 30, 2026 was due to an increase in deferred tax liability benefit associated with the acquisition of Astrobotic, as compared to the nine months ended September 30, 2025.
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Results by Segment
Our Chief Operating Decision Maker (“CODM”) measures the performance of our reportable segments based on net sales and Adjusted EBITDA. Our operating and reportable segments are: (i) Defense and Space Technologies and (ii) Starlab Space Stations.
Effective the first fiscal quarter of 2026, we combined the Defense and National Security and Space Solutions segments into a single Defense and Space Technologies segment in order to align with how CODM views results. The segment data for the comparable period presented has been recast to conform to the current period presentation for all activities of the reorganized segments. Recasting this historical information did not have an impact on our condensed consolidated financial performance for the period presented.
| Three Months Ended | Nine Months Ended | ||||||||||||||||||||||
| (dollars in thousands) | September 30, 2026 | September 30, 2025 | September 30, 2026 | September 30, 2025 | |||||||||||||||||||
| Net Sales: | |||||||||||||||||||||||
| Defense and Space Technologies | $ | 88,790 | $ | 40,085 | $ | 178,126 | $ | 121,621 | |||||||||||||||
| Starlab Space Stations | — | — | — | — | |||||||||||||||||||
| Total net sales, reportable segments | 88,790 | 40,085 | 178,126 | 121,621 | |||||||||||||||||||
| Intersegment eliminations | (75) | (498) | (1,419) | (1,853) | |||||||||||||||||||
| Total net sales | $ | 88,715 | $ | 39,587 | $ | 176,707 | $ | 119,768 | |||||||||||||||
| Adjusted EBITDA: | |||||||||||||||||||||||
| Defense and Space Technologies | $ | (9,820) | $ | (2,582) | $ | (30,663) | $ | (3,153) | |||||||||||||||
| Starlab Space Stations | (7,468) | (6,150) | (19,512) | (10,932) | |||||||||||||||||||
| Total Adjusted EBITDA, reportable segments | $ | (17,288) | $ | (8,732) | $ | (50,175) | $ | (14,085) | |||||||||||||||
| Intersegment eliminations | $ | — | $ | — | $ | — | $ | — | |||||||||||||||
| Corporate and other expenses | $ | (27,611) | $ | (8,961) | $ | (65,555) | $ | (34,030) | |||||||||||||||
Defense and Space Technologies
The following tables provide selected financial information for the Defense and Space Technologies segment.
| Three Months Ended | Change | ||||||||||||||||||||||
| (dollars in thousands) | September 30, 2026 | September 30, 2025 | Year over Year | % | |||||||||||||||||||
| Net sales | $ | 88,790 | $ | 40,085 | $ | 48,705 | 121.5 | % | |||||||||||||||
| Adjusted EBITDA | $ | (9,820) | $ | (2,582) | $ | (7,238) | * | ||||||||||||||||
| Adjusted EBITDA margin percentage | (11.1) | % | (6.4) | % | |||||||||||||||||||
The increase in net sales during the three months ended September 30, 2026 was driven primarily by the increase of $42.6 million in U.S. government net sales and an increase of $6.2 million in commercial net sales, as compared to the three months ended September 30, 2025.
The decrease in Adjusted EBITDA during the three months ended September 30, 2026 was driven by increases in segment research and development expenses related to increased investment in product development, selling expenses, and program cost growth of $56.6 million, as compared to the three months ended September 30, 2025, offset partially by the increase in net sales of $48.7 million.
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53
| Nine Months Ended | Change | ||||||||||||||||||||||
| September 30, 2026 | September 30, 2025 | Year over Year | % | ||||||||||||||||||||
| Net sales | $ | 178,126 | $ | 121,621 | $ | 56,505 | 46.5 | % | |||||||||||||||
| Adjusted EBITDA | $ | (30,663) | $ | (3,153) | $ | (27,510) | * | ||||||||||||||||
| Adjusted EBITDA margin percentage | (17.2) | % | (2.6) | % | |||||||||||||||||||
The increase in net sales during the nine months ended September 30, 2026 was driven primarily by a $48.4 million increase in U.S. government net sales and an increase of $8.2 million in commercial net sales, as compared to the nine months ended September 30, 2025.
The decrease in Adjusted EBITDA during the nine months ended September 30, 2026 was driven by increases in segment research and development expenses related to increased investment in product development, selling expenses, and program cost growth of $86.3 million, as compared to the nine months ended September 30, 2025, offset partially by the increase in net sales of $56.5 million.
Starlab Space Stations
The following table provides selected financial information for the Starlab Space Stations segment:
| Three Months Ended | Change | ||||||||||||||||||||||
| (dollars in thousands) | September 30, 2026 | September 30, 2025 | Year over Year | % | |||||||||||||||||||
| Net sales | $ | — | $ | — | $ | — | * | ||||||||||||||||
| Adjusted EBITDA | $ | (7,468) | $ | (6,150) | $ | (1,318) | * | ||||||||||||||||
| Adjusted EBITDA margin percentage | * | * | |||||||||||||||||||||
The decrease in Adjusted EBITDA during the three months ended September 30, 2026 was driven primarily by the $2.6 million increase in Starlab's research and development expenses due primarily to an increase in non-cash related research and development efforts of $1.8 million during the three months ended September 30, 2026, as compared to the three months ended September 30, 2025.
| Nine Months Ended | Change | ||||||||||||||||||||||
| (dollars in thousands) | September 30, 2026 | September 30, 2025 | Year over Year | % | |||||||||||||||||||
| Net sales | $ | — | $ | — | $ | — | * | ||||||||||||||||
| Adjusted EBITDA | $ | (19,512) | $ | (10,932) | $ | (8,580) | 78.5 | % | |||||||||||||||
| Adjusted EBITDA margin percentage | * | * | |||||||||||||||||||||
The decrease in Adjusted EBITDA during the nine months ended September 30, 2026 was driven primarily by the $8.5 million increase in Starlab's research and development expenses due primarily to an increase in non-cash related research and development efforts of $4.4 million for the nine months ended September 30, 2026, as compared to the nine months ended September 30, 2025.
Intersegment Eliminations
As a result of the segment change effective for the first quarter of fiscal 2026, intersegment eliminations for comparative periods have been recast.
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Intersegment eliminations are related to projects between our segments, including the construction of our Starlab program. Intersegment eliminations decreased to $0.1 million for the three months ended September 30, 2026, as compared to $0.5 million for the three months ended September 30, 2025. This change in intersegment eliminations was primarily related to a decrease in Starlab driven programs.
Intersegment eliminations decreased to $1.4 million for the nine months ended September 30, 2026, as compared to $1.9 million for the nine months ended September 30, 2025. This change in intersegment eliminations was primarily related to a decrease in Starlab driven programs.
Key Performance Indicators and Non-GAAP Financial Measures
In assessing the performance of our business, in addition to considering a variety of measures in accordance with GAAP, our management team also monitors key operational metrics and non-GAAP financial measures that assist us in evaluating our business, measuring our performance, identifying trends, formulating financial projects and making strategic decisions.
We believe that these operational metrics and non-GAAP financial measures provide useful information to users of our financial statements in understanding and evaluating our results of operations in the same manner as our management team. The presentation of operational metrics and non-GAAP financial measures is not intended to be considered in isolation or as a substitute for, or superior to, the financial information prepared and presented in accordance with GAAP.
The following tables set forth our key performance metrics, which are further discussed below:
| (dollars in thousands) | September 30, 2026 | December 31, 2025 | |||||||||
Funded backlog(1) | |||||||||||
| Defense and Space Technologies | $ | 384,310 | $ | 140,102 | |||||||
| Starlab Space Stations | 6,018 | 6,003 | |||||||||
| Total funded backlog | 390,328 | 146,105 | |||||||||
Unfunded backlog(2) | 351,747 | 119,485 | |||||||||
Total backlog | $ | 742,075 | $ | 265,590 | |||||||
__________________
(1)Funded backlog is comprised of projects for which we have received a written contract or purchase order, either executed or awaiting execution, excluding any unfunded contract options. Our backlog may also include, as of any date of estimation, change orders for any projects that have been confirmed, either in writing or verbally, or formally contracted.
(2)Unfunded backlog represents unfunded contract value remaining on contracts, customer options for future products or services that have not yet been exercised and potential bookings under IDIQ contracts. As of September 30, 2026, unfunded backlog was primarily comprised of customer options for future products or services that have not yet been exercised in the Defense and Space Technologies segment.
| Three Months Ended | Nine Months Ended | ||||||||||||||||||||||
| (dollars in thousands, except per share amounts) | September 30, 2026 | September 30, 2025 | September 30, 2026 | September 30, 2025 | |||||||||||||||||||
| Net sales | $ | 88,715 | $ | 39,587 | $ | 176,707 | $ | 119,768 | |||||||||||||||
| Gross profit | $ | 10,231 | $ | 6,090 | $ | 13,142 | $ | 19,885 | |||||||||||||||
| Net loss attributable to Voyager Technologies, Inc. | $ | (55,680) | $ | (16,273) | $ | (146,153) | $ | (74,593) | |||||||||||||||
Adjusted EBITDA(1) | $ | (44,899) | $ | (17,693) | $ | (115,730) | $ | (48,115) | |||||||||||||||
Adjusted net loss per share(2) | $ | (0.87) | $ | (0.25) | $ | (2.19) | $ | (1.78) | |||||||||||||||
| Net cash used in operating activities | $ | (29,704) | $ | (15,061) | $ | (113,731) | $ | (45,964) | |||||||||||||||
Free cash flow(3) | $ | (47,751) | $ | (49,896) | $ | (187,374) | $ | (100,676) | |||||||||||||||
(1)See “Non-GAAP Financial Measures” below for a discussion of Adjusted EBITDA and a reconciliation of Adjusted EBITDA to net loss attributable to Voyager Technologies, Inc., the most directly comparable GAAP measure to Adjusted EBITDA.
(2)See “Non-GAAP Financial Measures” below for a reconciliation of Adjusted net loss attributable to common shareholders and Adjusted net loss per common share.
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(3)See “Non-GAAP Financial Measures” below for a discussion of free cash flow and a reconciliation of free cash flow to net cash used in operating activities, the most directly comparable GAAP measure to free cash flow.
Non-GAAP Financial Measures
Non-GAAP financial measures are not calculated or presented in accordance with GAAP and other companies in our industry may calculate them differently than we do. As a result, non-GAAP financial measures have limitations as analytical and comparative tools and you should not consider them in isolation, or as a substitute, for analysis of our results as reported under GAAP. In addition, in evaluating Adjusted EBITDA, adjusted loss per share and free cash flow, you should be aware that in the future we may incur expenses similar to those eliminated in this presentation. Our presentation of Adjusted EBITDA, adjusted loss per share and free cash flow should not be construed as an inference that our future results will be unaffected by unusual items. Management compensates for these limitations by primarily relying on our GAAP results in addition to using Adjusted EBITDA, adjusted loss per share and free cash flow supplementally.
Adjusted EBITDA
We consider Adjusted EBITDA to be a useful, supplemental, measure of our operating performance. We use Adjusted EBITDA to supplement GAAP measures in evaluating the performance of our business and the effectiveness of our strategies, to make budgeting decisions, make certain compensation decisions, and to compare our performance against that of our peer companies, many of which present similar non-GAAP financial measures.
In addition, we believe Adjusted EBITDA provides a useful measure for period-to-period comparisons of our business, as it removes the impact of our capital structure and other items not indicative of our core operating performance from operating results.
We define EBITDA as net loss attributable to Voyager Technologies, Inc. plus (less) finance and interest expense, provision for income tax expense, and depreciation and amortization. We define Adjusted EBITDA as EBITDA adjusted for stock-based compensation, business acquisition costs, restructuring charges, net loss attributable to noncontrolling interests, interest income, and other items we do not believe are indicative of our core operating performance, including incremental organizational costs attributable to our initial public offering, changes in the fair value of earnout liabilities, and foreign exchange gain/loss. The reconciliation between EBITDA, Adjusted EBITDA, and net loss attributable to Voyager Technologies, Inc. (the most comparable GAAP measure) is shown below:
| Three Months Ended | Nine Months Ended | ||||||||||||||||||||||
| (dollars in thousands) | September 30, 2026 | September 30, 2025 | September 30, 2026 | September 30, 2025 | |||||||||||||||||||
| Net loss attributable to Voyager Technologies, Inc. | $ | (55,680) | $ | (16,273) | $ | (146,153) | $ | (74,593) | |||||||||||||||
| Finance and interest expense, net | 2,695 | 200 | 6,714 | 5,452 | |||||||||||||||||||
| Depreciation and amortization | 10,045 | 3,130 | 23,248 | 8,440 | |||||||||||||||||||
| Income tax benefit | (3,730) | (1,762) | (2,699) | (1,633) | |||||||||||||||||||
| EBITDA | (46,670) | (14,705) | (118,890) | (62,334) | |||||||||||||||||||
| Stock-based compensation | 5,002 | 2,120 | 12,893 | 15,390 | |||||||||||||||||||
Business acquisition costs(1) | 1,487 | 482 | 3,906 | 922 | |||||||||||||||||||
Restructuring(2) | 471 | 613 | 2,181 | 1,560 | |||||||||||||||||||
| Net loss attributable to noncontrolling interests | (2,693) | (2,063) | (6,910) | (4,737) | |||||||||||||||||||
| Interest income | (2,264) | (4,313) | (9,362) | (7,826) | |||||||||||||||||||
Other(3) | (232) | 173 | 452 | 8,910 | |||||||||||||||||||
| Adjusted EBITDA | $ | (44,899) | $ | (17,693) | $ | (115,730) | $ | (48,115) | |||||||||||||||
___________________
(1)Business acquisition costs include legal costs and incremental transaction costs associated with an acquisition.
(2)Restructuring includes costs for retention and severance payments related to management’s decision to undertake certain actions to realign our cost structure through workforce reductions and the closure of certain facilities, businesses and product lines.
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(3)Other includes capital market and advisory fees related to advisors assisting with transitional activities associated with becoming a public company, changes in fair value of earn out liabilities, and foreign exchange gain/loss that are all individually insignificant for the period.
Adjusted net loss attributable to common shareholders and Adjusted net loss per common share
We consider adjusted net loss attributable to common shareholders and adjusted net loss per common share to be useful, supplemental measures of our operations on a consolidated basis and on a per share basis adjusting for items that are considered either non-operational, significant infrequent expenses, or sources of income that are not recurring to the business on a frequent basis. We define adjusted net loss attributable to common shareholders as the net income or loss attributable to common shareholders adjusted for stock-based compensation, business acquisition costs, restructuring, deferred income tax benefit and other items mainly related to financing expenses and other individually immaterial items. We define adjusted net loss per common share as adjusted net loss attributable to common shareholders divided by our diluted basis number of weighted-average shares outstanding during the period. Since the adjustments made for presentational purposes do not impact the tax basis, the adjustments have been presented on a tax free basis.
| Three Months Ended | Nine Months Ended | ||||||||||||||||||||||
| (dollars in thousands, except per share data) | September 30, 2026 | September 30, 2025 | September 30, 2026 | September 30, 2025 | |||||||||||||||||||
| Net loss attributed to common shareholders | $ | (55,680) | $ | (16,273) | $ | (146,153) | $ | (85,852) | |||||||||||||||
Stock-based compensation | 5,002 | 2,120 | 12,893 | 15,390 | |||||||||||||||||||
Business acquisition costs(1) | 1,487 | 482 | 3,906 | 922 | |||||||||||||||||||
Restructuring(2) | 471 | 613 | 2,181 | 1,560 | |||||||||||||||||||
| Deferred income tax benefit | (3,879) | (1,641) | (2,894) | (1,613) | |||||||||||||||||||
Other(3) | (232) | 173 | 452 | 8,910 | |||||||||||||||||||
| Adjusted net loss attributable to common shareholders | $ | (52,831) | $ | (14,526) | $ | (129,615) | $ | (60,683) | |||||||||||||||
| Adjusted net loss per common share | $ | (0.87) | $ | (0.25) | $ | (2.19) | $ | (1.78) | |||||||||||||||
__________________
(1)Business acquisition costs include legal costs and incremental transaction costs associated with an acquisition.
(2)Restructuring includes costs for retention and severance payments related to management’s decision to undertake certain actions to realign our cost structure through workforce reductions and the closure of certain facilities, businesses and product lines.
(3)Other includes capital market and advisory fees related to advisors assisting with transitional activities associated with becoming a public company, changes in fair value of earn out liabilities, and foreign exchange gain/loss that are all individually insignificant for the period.
Free Cash Flow
We consider free cash flow to be a useful, supplemental measure of our ability to generate cash on a normalized basis. We use free cash flow to supplement GAAP measures in evaluating our flexibility to allocate capital and pursue opportunities that may enhance shareholder value and the effectiveness of our strategies, to make budgeting decisions and to compare our performance against that of our peer companies, many of which present similar non-GAAP financial measures.
We believe that while expenditures and dispositions of property and equipment will fluctuate on a period-to-period basis, we seek to ensure that we have adequate capital on hand to maintain ongoing operations and enable growth of the business. Additionally, free cash flow is of limited usefulness in that it does not represent residual cash flows available for discretionary expenditures due to the fact the measure does not deduct the payments required for debt service and other contractual obligations or payments.
We define free cash flow as the sum of our cash used in operating activities less our net capital expenditures. The net capital expenditures are defined as the gross capital expenditures for the purchase of property and equipment less the grant funding we received in order to make such purchases. Based on the nature of government grants for purposes of funding capital expenditures on our Starlab program or other government funded capital expenditure programs, these grants are pass through for purposes of making capital expenditures as they are directly used to source funding on capital expenditures. Our calculation of free cash flow may not be comparable to the calculation
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of similarly titled measures reported by other companies. The reconciliation between free cash flow and net cash used in operating activities (the most comparable GAAP measure) is shown below:
| Three Months Ended | Nine Months Ended | ||||||||||||||||||||||
| (dollars in thousands) | September 30, 2026 | September 30, 2025 | September 30, 2026 | September 30, 2025 | |||||||||||||||||||
| Net cash used in operating activities | $ | (29,704) | $ | (15,061) | $ | (113,731) | $ | (45,964) | |||||||||||||||
| Purchases of property and equipment | (28,187) | (38,435) | (114,839) | (96,562) | |||||||||||||||||||
| Grant funding for property and equipment | 10,140 | 3,600 | 41,196 | 41,850 | |||||||||||||||||||
| Free cash flow | $ | (47,751) | $ | (49,896) | $ | (187,374) | $ | (100,676) | |||||||||||||||
The reconciliation between total Voyager capital expenditures, Starlab Space Stations capital expenditures and capital expenditures excluding Starlab for the periods presented is shown below:
| Three Months Ended | Nine Months Ended | ||||||||||||||||||||||
| (dollars in thousands) | September 30, 2026 | September 30, 2025 | September 30, 2026 | September 30, 2025 | |||||||||||||||||||
| Total Voyager capital expenditures | $ | 28,187 | $ | 39,035 | $ | 114,839 | $ | 96,300 | |||||||||||||||
| Less: Starlab Space Stations capital expenditures | 5,552 | 37,184 | 62,140 | 92,434 | |||||||||||||||||||
| Capital expenditures excluding Starlab Space Stations | $ | 22,635 | $ | 1,851 | $ | 52,699 | $ | 3,866 | |||||||||||||||
Innovation Spend
We are focused on delivering innovative solutions to the defense, national security, and space end markets, and research and development is at the core of our business. We believe innovation spend and innovation spend excluding Starlab provide our management and investors useful measures of our aggregate spend on research and development type activities in support of our customers’ needs and our future growth. However, innovation spend is an operating metric, not a financial measure calculated or presented in accordance with GAAP, and companies in our industry may calculate innovation spend or similar operating metrics differently than we do. We define innovation spend as qualified research and development costs associated with the Internal Revenue Service (“IRS”) Section 174 categorization, as well as spend on designated development programs. Development programs are defined as initiatives that, when developed, will expand our product offerings under a customer funded arrangement. Innovation spend is comprised of various costs recognized in cost of sales and research and development costs within our consolidated statements of operations, as well as certain costs capitalized within property and equipment, net on our consolidated balance sheets. We define innovation spend excluding Starlab as innovation spend, minus the portion of innovation spend attributable to Starlab Space Stations. The table below sets forth the components of our innovation spend and innovation spend excluding Starlab for the three and nine months ended September 30, 2026 and September 30, 2025:
___________________
| Three Months Ended | Nine Months Ended | ||||||||||||||||||||||
| (dollars in thousands) | September 30, 2026 | September 30, 2025 | September 30, 2026 | September 30, 2025 | |||||||||||||||||||
| Qualified research and development under section 174 | $ | 22,382 | $ | 44,080 | $ | 100,361 | $ | 110,337 | |||||||||||||||
Development program innovation spend(1) | 21,394 | 5,277 | 50,578 | 16,779 | |||||||||||||||||||
| Innovation spend | 43,776 | 49,357 | 150,939 | 127,116 | |||||||||||||||||||
| Less: Starlab Space Stations innovation spend | 11,043 | 41,865 | 72,380 | 101,781 | |||||||||||||||||||
| Innovation spend excluding Starlab Space Stations | $ | 32,733 | $ | 7,492 | $ | 78,559 | $ | 25,335 | |||||||||||||||
| Innovation spend as a percentage of net sales | 49.3 | % | 124.7 | % | 85.4 | % | 106.1 | % | |||||||||||||||
| Innovation spend excluding Starlab Space Stations as a percentage of net sales | 36.9 | % | 18.9 | % | 44.5 | % | 21.2 | % | |||||||||||||||
___________________
(1)Development program innovation spend represents program spend on designated innovation programs within the business that is necessary for fulfillment of performance obligations on revenue generating programs.
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Liquidity and Capital Resources
As of September 30, 2026, we had cash and cash equivalents of approximately $553.6 million, which primarily consisted of proceeds from our 2032 Convertible Notes, 2030 Convertible Notes, demand deposits, and money market mutual funds substantially all held within U.S. bank accounts. As of September 30, 2026, we also had $262.1 million in available revolver capacity, which brings our available liquidity to approximately $815.7 million as of September 30, 2026.
We currently expect that our principal sources of funding will include our cash from operations, current cash balances and funds available under our Credit Facility. We are focused on maintaining flexibility in the future evolution of our capital structure and seeking to access the lowest cost of capital while also remaining opportunistic as organic and external opportunities arise. Targeted external growth opportunities would be funded primarily with a mix of equity, cash, and debt. In addition to NASA funding, we expect to consider all financing options for Starlab, including funding through a combination of customer prebuys, the largest examples being other international space agencies, where prospective customers pay us in advance for usage of Starlab, as well as capital markets financing, including equity and project-based financing.
Since inception, we have incurred cumulative losses from operations and had an accumulated deficit of $532.1 million as of September 30, 2026. We will need to raise additional funds to meet our long-term strategic plans, and management believes it will be able to obtain additional financing to fund its operations. However, there can be no assurance that we will be successful in achieving our strategic plans, that our cash balance and future capital raises will be sufficient to support our ongoing operations, or that any additional financing will be available in a timely manner or on acceptable terms, if at all. Management’s plans include, but are not limited to, generating revenue from engineering services and product sales to customers and seeking external sources of liquidity via a mix of equity and debt.
In June 2025, we completed our initial public offering ("IPO") of an aggregate of 14,200,645 shares of our Class A common stock, par value $0.0001 (“Class A common stock”), which includes the exercise in full by the underwriters of their option to purchase an additional 1,852,258 shares of Class A common stock, at a public offering price of $31.00 per share. We received aggregate proceeds of $409.4 million, net of underwriting discounts.
On September 28, 2026, we issued $402.5 million in aggregate principal amount of 0.0% Convertible Senior Notes due 2032 (the "2032 Convertible Notes") in a private placement to qualified institutional buyers pursuant to Rule 144A under the Securities Act. The total net proceeds from the offering, after deducting debt issuance costs, was $391.5 million.
On November 12, 2025 and November 24, 2025, we issued $435.0 million and $25.0 million, respectively, in aggregate principal amount of 0.75% Convertible Senior Notes due 2030 (the “2030 Convertible Notes”) in a private placement to qualified institutional buyers pursuant to Rule 144A under the Securities Act. The total net proceeds from the offering, after deducting debt issuance costs, was $447.3 million without taking into account the Capped Call Transactions and Prepaid Forward Transaction.
Our primary operating cash requirements include the payment of compensation and related costs, financing acquisitions, ongoing investment in Starlab and costs for our facilities and information technology infrastructure. As of September 30, 2026, we believe our existing cash and cash equivalents and cash from operations will be sufficient to meet our working capital and capital expenditure needs over the next twelve months.
We expect our cost of sales, operating expenses, and capital expenditures to increase in connection with our ongoing activities, particularly as we grow with our customers and win new business, expand our portfolio offering with new technologies, and continue to develop the next generation of space infrastructure.
Specifically, our costs, operating expenses and capital expenditures will increase as we:
•grow our revenue base;
•scale up our manufacturing processes and capabilities;
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•maintain, expand and protect our intellectual property portfolio; and
•hire additional personnel in management to support the expansion of our operational, financial, information technology, and other areas to support our operations as a public company.
Although we believe that our current capital is adequate to sustain our operations for a period of time, changing circumstances may cause us to consume capital significantly faster than we currently anticipate, and we may need to spend more money than currently expected because of circumstances beyond our control.
Summary of Cash Flows
The following table presents the major components of our cash used in operating activities, cash used in investing activities and cash provided by financing activities for the periods presented:
| Nine Months Ended | Change | ||||||||||||||||
| (dollars in thousands) | September 30, 2026 | September 30, 2025 | Year over Year | ||||||||||||||
| Net cash used in operating activities | $ | (113,731) | $ | (45,964) | $ | (67,767) | |||||||||||
| Net cash used in investing activities | (195,239) | (89,809) | (105,430) | ||||||||||||||
| Net cash provided by financing activities | 371,289 | 493,038 | (121,749) | ||||||||||||||
| Effect of foreign exchange on cash and cash equivalents | (35) | 125 | (160) | ||||||||||||||
| Net increase in cash and cash equivalents | $ | 62,284 | $ | 357,390 | $ | (295,106) | |||||||||||
Operating Activities
Cash flows from operating activities can vary significantly from period to period as a result of our working capital requirements, given our portfolio of programs and the timing of milestone receipts and payments with customer and suppliers in the ordinary course of business. Investment in working capital is also necessary to build our business and manage supplier activities within program arrangements. We expect working capital balances to continue to vary from period to period. We efficiently fund our working capital requirements with financing activities.
The increase in cash used in operating activities for the nine months ended September 30, 2026, as compared to the nine months ended September 30, 2025, was primarily driven by the increase in net loss year over year of $73.7 million, due to more work performed on programs, along with increased business spend related to growth from the acquisition of Astrobotic in July 2026.
Investing Activities
The primary driver for the increase in cash used in investing activities for the nine months ended September 30, 2026, as compared to the nine months ended September 30, 2025, was the $89.0 million increase in cash used for acquisitions, along with the increase in cash used to purchase property and equipment of $18.3 million and the reduction of grants which offsets purchases of $0.7 million.
Financing Activities
The decrease of cash generated in financing activities was driven by proceeds from our cash raised during the nine months ended September 30, 2025 of $409.4 million from our IPO proceeds along with $161.9 million raised in our issuance of common stock and preferred stock prior to IPO, compared to only $402.5 million received from our convertible note during the nine months ended September 30, 2026, along with the $52.5 million in purchase of capped call options.
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Outstanding Indebtedness
The following table summarizes our long-term debt:
| (dollars in thousands) | September 30, 2026 | December 31, 2025 | |||||||||
| 2030 Convertible Notes | $ | 460,000 | $ | 460,000 | |||||||
| 2032 Convertible Notes | 402,500 | — | |||||||||
| Less: debt issuance costs | (21,430) | (12,366) | |||||||||
| Total long-term debt, net | $ | 841,070 | $ | 447,634 | |||||||
2032 Convertible Notes
On September 28, 2026, we issued $402.5 million in aggregate principal amount of 0.0% Convertible Senior Notes due 2032 (the “2032 Convertible Notes”), which will mature on October 15, 2032, unless earlier repurchased, redeemed or converted. The initial conversion rate is 24.4978 shares of Class A common stock per $1,000 principal amount of 2032 Convertible Notes, which represents an initial conversion price of approximately $40.82 per share of Class A common stock.
As of September 30, 2026, the principal outstanding is $402.5 million. Unamortized debt discount and issuance costs related to the 2032 Convertible Notes totaled $11.0 million as of September 30, 2026 and are amortized to finance and interest expense, net, included within other income (expense), net on our condensed consolidated statements of operations over the contractual term of the notes.
Capped Call Transactions - 2032 Convertible Notes
In connection with the pricing of the 2032 Convertible Notes, we entered into privately negotiated capped call transactions (the “2026 Capped Call Transactions”) with certain of the initial purchasers in the offering of the 2032 Convertible Notes or their affiliates and certain other financial institutions. Pursuant to the 2026 Capped Call Transactions, we used approximately $52.5 million of the net proceeds from the offering of the 2032 Convertible Notes to fund the 2026 Capped Call Transactions. The 2026 Capped Call Transactions cover, subject to customary adjustments, the number of shares of Class A common stock initially underlying the 2032 Convertible Notes.
The 2026 Capped Call Transactions are expected generally to reduce the potential dilution to holders of our Class A common stock upon any conversion of the 2032 Convertible Notes and/or offset any potential cash payments we are required to make in excess of the principal amount of 2032 Convertible Notes upon conversion of the 2032 Convertible Notes in the event that the market price per share of the Class A common stock is greater than the strike price of the 2026 Capped Call Transactions with such reduction and/or offset subject to a cap. The cap price of the 2026 Capped Call Transactions was $78.50 per share, which represented a premium of approximately 150.0% over the last reported sale price of the Class A common stock on September 23, 2026, and is subject to certain adjustments under the terms of the 2026 Capped Call Transactions.
The 2026 Capped Call Transactions are separate transactions we have entered into and are not part of the terms of the 2032 Convertible Notes and will not change any noteholders’ rights under the 2032 Convertible Notes.
The 2026 Capped Call Transactions meet the criteria for classification in equity, are not remeasured each reporting period, and are included as a reduction to additional paid-in capital within stockholders’ equity.
2030 Convertible Notes
On November 12, 2025 and November 24, 2025, we issued $435.0 million and $25.0 million, respectively, in aggregate principal amount of 0.75% Convertible Senior Notes due 2030 (the “2030 Convertible Notes”), which will mature on November 15, 2030, unless earlier repurchased, redeemed or converted. The initial conversion rate is 32.2799 shares of Class A common stock per $1,000 principal amount of 2030 Convertible Notes, which represents an initial conversion price of approximately $30.98 per share of Class A common stock.
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As of September 30, 2026, the principal outstanding is $460.0 million. Unamortized debt discount and issuance costs related to the 2030 Convertible Notes totaled $10.5 million as of September 30, 2026 and are amortized to interest expense, included within other income (expense), net on our condensed consolidated statements of operations over the contractual term of the notes. For the nine months ended September 30, 2026, there was $1.9 million in amortization of debt discount and issuance costs. The 2030 Convertible Notes accrue interest at a rate of 0.75% per annum, payable semi-annually in arrears on May 15 and November 15 of each year, beginning on May 15, 2026. Interest expense associated with the 2030 Convertible Notes was $2.6 million for the nine months ended September 30, 2026.
Capped Call Transactions - 2030 Convertible Notes
In connection with the pricing of the 2030 Convertible Notes, we entered into privately negotiated capped call transactions (the “Capped Call Transactions”) with certain of the initial purchasers in the offering of the 2030 Convertible Notes or their affiliates and certain other financial institutions. Pursuant to the Capped Call Transactions, we used approximately $66.7 million of the net proceeds from the offering of the 2030 Convertible Notes to fund the Capped Call Transactions. The Capped Call Transactions cover, subject to customary adjustments, the number of shares of Class A common stock initially underlying the 2030 Convertible Notes.
The Capped Call Transactions are expected generally to reduce the potential dilution to holders of our Class A common stock upon any conversion of the 2030 Convertible Notes and/or offset any potential cash payments we are required to make in excess of the principal amount of 2030 Convertible Notes upon conversion of the 2030 Convertible Notes in the event that the market price per share of the Class A common stock is greater than the strike price of the Capped Call Transactions, with such reduction and/or offset subject to a cap. The cap price of the Capped Call Transactions was $59.58 per share, which represented a premium of approximately 150.0% over the last reported sale price of the Class A common stock on November 6, 2025, and is subject to certain adjustments under the terms of the Capped Call Transactions.
The Capped Call Transactions are separate transactions we have entered into and are not part of the terms of the 2030 Convertible Notes and will not change any Noteholders’ rights under the 2030 Convertible Notes.
The Capped Call Transactions meet the criteria for classification in equity, are not remeasured each reporting period, and are included as a reduction to additional paid-in capital within stockholders’ equity.
Prepaid Forward Transaction - 2030 Convertible Notes
On November 6, 2025, in connection with the pricing of the 2030 Convertible Notes, we entered into a prepaid forward stock purchase transaction (the “Prepaid Forward Transaction”) with one of the initial purchasers or its affiliates (the “Forward Counterparty”) of the 2030 Convertible Notes. Pursuant to the Prepaid Forward Transaction, we used approximately $131.1 million of the net proceeds from the offering of the 2030 Convertible Notes to fund the Prepaid Forward Transaction. The initial aggregate number of shares of our Class A common stock underlying the Prepaid Forward Transaction is 5,503,464 shares. If we pay a cash dividend on our Class A common stock, then the Forward Counterparty is required to pay an equivalent amount to us. The maturity date for the Prepaid Forward Transaction is scheduled to be the maturity date of the 2030 Convertible Notes, subject to early settlement. Upon settlement of the Prepaid Forward Transaction, at maturity or upon any early settlement, the Forward Counterparty will deliver to us the number of shares of Class A common stock underlying the Prepaid Forward Transaction or the portion thereof being settled early. The Prepaid Forward Transaction has been accounted for as a reduction to additional paid-in capital, and will be considered treasury stock upon physical settlement.
The Prepaid Forward Transaction is a separate transaction we entered into and is not a part of the terms of the 2030 Convertible Notes and will not change any Noteholders’ rights under the 2030 Convertible Notes.
We mitigate this risk by limiting our counterparty to a major financial institution.
During the three months ended September 30, 2026, 390,400 shares were physically delivered to us, and are considered treasury stock. These shares are not included in the weighted-average shares outstanding calculation
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because they are considered shares issued but not outstanding. As of September 30, 2026, 845,100 shares have been physically delivered to us in connection with the Prepaid Forward.
Treasury Stock Repurchase - 2030 Convertible Notes
On November 12, 2025, we used approximately $27.7 million of the net proceeds of the offering of the 2030 Convertible Notes to repurchase 1,162,477 shares of Class A common stock. The purchase price of the treasury stock is $23.83 per share. Treasury stock repurchases are not included in the weighted-average shares outstanding calculation because they are considered shares issued but not outstanding.
Starlab Credit Facility
On December 18, 2025, our Joint Venture, Starlab Space LLC, entered into a credit agreement in the form of a revolving credit facility (the “Starlab Credit Facility”) with a syndicate of lenders, led by Texas Capital Bank (“TCB”), providing for aggregate commitments of up to $20.0 million. The percentage of the credit facility will be based on the amount of preferred equity raised. The Starlab Credit Facility has an initial maturity of three years from the closing date or upon denial of a NASA contract. Borrowings under the Starlab Credit Facility bear interest based on the Secured Overnight Financing Rate (“SOFR”) rate plus basis points ranging depending on total liquidity. In addition, we are required to pay an undrawn commitment fee ranging from 0.25% to 0.50% on the unused portion of the Starlab Credit Facility, also based on liquidity levels. As of September 30, 2026, we had no drawn amounts on the Starlab Credit Facility. See Part I, Item 1, “Notes to Condensed Consolidated Financial Statements— Note 9. Debt”, for additional information.
Credit Facility
On May 30, 2025, we entered into a new senior secured revolving credit facility with a syndicate of lenders, led by JP Morgan Chase Bank, N.A., providing for aggregate commitments of $200.0 million. On July 6, 2026, we entered into a Fourth Amendment to the Credit Agreement related to our Credit Facility (the "Fourth Amendment"). The Fourth Amendment amended the Credit Facility to, among other things, (i) increase the aggregate amount of the commitments by $50.0 million to $250.0 million and (ii) provide for certain changes to the covenants and other provisions contained therein. The Credit Agreement, as amended by the Fourth Amendment, continues to provide us with an uncommitted accordion feature that permits us, subject to certain conditions, to request an increase in the aggregate commitments by up to an additional $150.0 million, for a total potential facility size of $400.0 million. The Fourth Amendment is not expected to have a material impact on our financial position. On September 22, 2026, we entered into a Fifth Amendment to our Credit Agreement to increase the amount of convertible debt permitted to incur under the facility.
The Credit Facility contains customary covenants, representations and warranties, and events of default, including, among others, restrictions on the incurrence of additional indebtedness, the creation of liens, certain fundamental changes, and certain restricted payments. Covenants include financial covenants, such as a minimum liquidity amount as of the last day of each fiscal quarter and minimum consolidated revenue amounts over a trailing four quarter period. The obligations under the Credit Facility are secured by substantially all of Voyager and our domestic subsidiaries’ assets, with the exception of Starlab, subject to certain customary exceptions. During the year ended December 31, 2025, we used the Credit Facility to draw down $64.5 million and repay our outstanding Term Loan commitment. The withdrawn funds were repaid the same day to the Credit Facility. As of September 30, 2026, the Company had no drawn amounts on the Credit Facility.
Off-Balance Sheet Arrangements
As of September 30, 2026, we had no material off-balance sheet arrangements that have or are reasonably likely to have a current or future material effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources.
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Critical Accounting Policies and Estimates
There were no material changes to our critical accounting policies, estimates or judgments, that occurred in the period covered by this Quarterly Report from those discussed in our Form 10-K.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
We have operations within and outside of the United States, and as such we are exposed to market risks in the ordinary course of our business, including the effects of interest rate changes and fluctuations in foreign currency exchange rates. Information relating to quantitative and qualitative disclosures about these market risks is set forth below.
Interest Rate Risk
We had cash and cash equivalents totaling $553.6 million as of September 30, 2026. Our cash and cash equivalents are held for working capital purposes.
Our cash equivalents and our investment portfolio are subject to market risk due to changes in interest rates. Due in part to these factors, our future investment income may fall short of our expectations due to changes in interest rates or we may suffer losses in principal if we are forced to sell securities that decline in market value due to changes in interest rates. However, because we classify our marketable securities as “available for sale,” no gains are recognized due to changes in interest rates. As losses due to changes in interest rates are generally not considered to be credit related changes, no losses in such securities are recognized due to changes in interest rates unless we intend to sell, it is more likely than not that we will be required to sell, we sell prior to maturity or we otherwise determine that all or a portion of the decline in fair value are due to credit related factors.
As of September 30, 2026, a hypothetical 10% relative change in interest rates would not have had a material impact on the value of our cash equivalents or investment portfolio. However, none of our outstanding indebtedness held as of September 30, 2026 was subject to variable interest rates. Fluctuations in the value of our cash equivalents and investment portfolio caused by a change in interest rates (gains or losses on the carrying value) are recorded in other comprehensive income (loss) and are realized only if we sell the underlying securities prior to maturity.
As of September 30, 2026, we are not exposed to interest rate risk on variable-rate borrowings based on the retirement of our debt commitments. As of September 30, 2026, we had no variable rate indebtedness and are therefore not subject to any hypothetical interest rate fluctuations.
We may decide in future periods to engage in hedging transactions to further mitigate the interest rate risk under our variable-rate borrowings.
Foreign Currency Risk
Although the majority of our transactions are denominated in U.S. dollars, some of our transactions are denominated in foreign currencies. Certain contractual relationships with customers and vendors mitigate risks from currency exchange rate changes that arise from normal purchasing and normal sales activities. Our revenue and purchase contracts are primarily denominated in U.S. dollars. However, fluctuations in the value of foreign currencies may make payments in U.S. dollars, as provided for under our existing contracts, more difficult for foreign customers. In addition, fluctuations in foreign currencies could introduce volatility into our condensed consolidated financial statements for contracts denominated in a foreign currency. As of September 30, 2026, a hypothetical 10% depreciation in the U.S. dollar relative to the year end foreign currencies under our contracts in place as of those dates would not have had a material impact to our net sales.
ITEM 4. CONTROLS AND PROCEDURES
Limitations on Effectiveness of Controls and Procedures
In designing and evaluating our disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the
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desired control objectives. In addition, the design of disclosure controls and procedures must reflect that there are resource constraints and that management is required to apply judgment in evaluating the benefits of possible controls and procedures relative to their costs.
Evaluation of Disclosure Controls and Procedures
Our management, with the participation of our principal executive officer and principal financial officer, evaluated the effectiveness of our disclosure controls and procedures (as defined in Rule 13a-15(e) and 15d-15(e) under the Exchange Act) as of the end of the period covered by this Quarterly Report on Form 10-Q. Based upon such evaluation, our principal executive officer and principal financial officer have concluded that our disclosure controls and procedures were effective at the reasonable assurance level as of September 30, 2026.
Changes in Internal Control Over Financial Reporting
There were no changes in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the quarterly period covered by this Quarterly Report on Form 10-Q that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
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PART II OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
We are from time to time subject to various claims, lawsuits and other legal and administrative proceedings arising in the ordinary course of business. However, we do not consider any such claims, lawsuits or proceedings that are currently pending, individually or in the aggregate, to be material to our business or likely to result in a material adverse effect on our future operating results, financial condition or cash flows.
ITEM 1A. RISK FACTORS
Our business, financial condition and operating results can be affected by a number of factors, including but not limited to those described as risk factors, any one or more of which could, directly or indirectly, cause our actual operating results and financial condition to vary materially from past, or anticipated future, operating results and financial condition. For a discussion of these potential risks and uncertainties, see the section entitled “Risk Factors” in our Form 10-K, which risk factors are incorporated herein by reference. Any of these factors, in whole or in part, could materially and adversely affect our business, financial condition, operating results and the price of our common stock. There have been no material changes in our risk factors to those included in our Form 10-K.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
None not otherwise reported on a Current Report on Form 8-K.
ITEM 5. OTHER INFORMATION
(a)Disclosure Pursuant to Item 5.02(e) of Form 8-K
The following information is included in this Quarterly Report for the purpose of providing the disclosure required under Item 5.02(e) of Form 8-K, in lieu of filing a Current Report on Form 8-K.
Special Equity Award
On November 2, 2026, the Board of Directors (the “Board”) of the Company, upon the recommendation of the Compensation Committee of the Board (the “Committee”), approved the grant of a special, one-time equity award (the “Equity Award”) to our President and Co-Founder, Matthew Kuta (the “Executive”). Following the Board’s review and consideration of various factors, including the significant role the Executive has played in the development and expansion of the Company, the importance of securing the continued leadership of the Executive, the goal to incentivize long-term growth and shareholder value creation and the market data provided by its independent compensation consultant, the Board determined that the grant of the Equity Award to the Executive will be effective on November 9, 2026 and in the form of 1,000,000 performance-based restricted stock units (“PSUs”) and 1,500,000 non-qualified performance-based stock options (“Performance Options”) with an exercise price per share equal to the fair market value of a share of Class A common stock on the date of grant, in each case, in respect of the Company’s Class A common stock, and pursuant to the Company’s 2025 Incentive Award Plan (as may be amended from time to time, the “Plan”), as further described below.
Vesting of the Equity Award will be contingent on a combination of the achievement of rigorous Market Capitalization Milestones (as defined below) over the eight-year period following the grant date (the “Performance Period”) and the Executive satisfying certain time-based vesting conditions. The Equity Award is designed so that the Executive will realize value only if the Company achieves and sustains substantial increases in its market capitalization over an extended period, and, with respect to the Performance Options, if Company stock price appreciation occurs. The Equity Award is also intended to accelerate the ownership of Company equity by the Executive in relation to the Executive’s existing equity ownership in order to further align his interests with those of our shareholders.
Each grant of PSUs and Performance Options is divided into nine tranches. A tranche will be earned only if the Company achieves the market capitalization milestone applicable to that tranche (each, a “Market Capitalization Milestone”) during the Performance Period, as set forth in the table below. The Committee may adjust the Market
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Capitalization Milestone thresholds to reflect the impact of any extraordinary transaction, event or development during the Performance Period (including, but not limited to, mergers, acquisitions, stock splits, share repurchases, recapitalizations and reorganizations).
| Tranche | Market Capitalization Milestone ($ in billions) | Number of PSUs | Number of Shares Subject to the Performance Option | |||||||||||||||||
| 1 | $3.0 billion | 111,111 | 167,000 | |||||||||||||||||
| 2 | $4.5 billion | 111,111 | 167,000 | |||||||||||||||||
| 3 | $6.0 billion | 111,111 | 167,000 | |||||||||||||||||
| 4 | $7.5 billion | 111,111 | 167,000 | |||||||||||||||||
| 5 | $9.0 billion | 111,111 | 167,000 | |||||||||||||||||
| 6 | $10.5 billion | 111,111 | 167,000 | |||||||||||||||||
| 7 | $12.0 billion | 111,111 | 167,000 | |||||||||||||||||
| 8 | $13.5 billion | 111,111 | 167,000 | |||||||||||||||||
| 9 | $15.0 billion | 111,112 | 164,000 | |||||||||||||||||
| Total | 1,000,000 | 1,500,000 | ||||||||||||||||||
For purposes of the Equity Award, “market capitalization” on any trading day is defined as the product of (i) the total number of the Company’s shares of Class A common stock and Class B common stock outstanding (on an as-converted basis), as of the close of such trading day, and (ii) the volume-weighted average price per share of the Company’s Class A common stock over 90 consecutive trading days ending on and including such date. In designing the Equity Award, the Board determined that market capitalization was a meaningful and objective performance metric that would measure overall growth and incentivize long-term value creation for the Company and its shareholders.
A tranche will not be earned unless and until the Committee certifies that the applicable Market Capitalization Milestone has been achieved, which certification is required to occur as soon as practicable following the achievement of the applicable Market Capitalization Milestone, but no later than 60 days following achievement. More than one tranche may be earned on the same date, and no portion of a tranche will be earned for market capitalization achieved between Market Capitalization Milestones. Any tranche that has not been earned by the end of the Performance Period will be forfeited for no consideration.
In addition to the Market Capitalization Milestones described above, the Equity Award is subject to a three-year service-based cliff vesting requirement (the “Cliff Vest Condition”). Any tranche earned before the third anniversary of the grant date (such three-year period, the “Cliff Vest Period”) will vest immediately following the expiration of the Cliff Vest Period, subject to the Executive’s continued service through such date. Any tranche earned after satisfaction of the Cliff Vest Condition will immediately vest and/or become exercisable, as applicable, on the date the applicable Market Capitalization Milestone is certified by the Committee as being achieved, subject to the Executive’s continued service through such date. As such, other than as described below, no portion of the Equity Award may vest and/or become exercisable, as applicable, prior to satisfaction of the Cliff Vest Condition.
In the event of the Executive’s termination of service by the Company without “Cause” or by the Executive for “Good Reason” (each as defined in the Executive’s employment agreement) prior to satisfaction of the Cliff Vest Condition, and subject to the Executive’s execution and non-revocation of a general release of claims in favor of the Company (a “Release”), any PSUs and Performance Options not yet earned will remain outstanding and eligible to be earned, in each case, based upon achievement of the applicable Market Capitalization Milestones through the later of the expiration of the Cliff Vest Period and the first anniversary of the termination date, without regard to continued service. Notwithstanding the foregoing, in the event of such termination, no portion of the PSUs or Performance Options (including any portion earned during the Cliff Vest Period prior to such termination) will become vested and/or exercisable, as applicable, until the expiration of the Cliff Vest Period.
In the event of the Executive’s termination of service due to the Executive’s death or “Disability” (as defined in the Executive’s employment agreement), and subject to the Executive’s (or the Executive’s estate’s) execution and non-revocation of a Release, (i) any tranche that has been earned prior to such termination but which remains subject
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to the Cliff Vest Condition will vest in full and become exercisable, as applicable, as of such termination date and (ii) any tranche not yet earned will remain outstanding through the first anniversary of such termination date and will be eligible to be earned, vested and/or become exercisable, as applicable, upon achievement of the applicable Market Capitalization Milestone, without regard to continued service.
If a “Change in Control” (as defined in the Plan) of the Company occurs during the Performance Period, achievement of the Market Capitalization Milestones will be measured using the per share price paid to the Company’s shareholders in the Change in Control. Each tranche for which the applicable Market Capitalization Milestone is achieved will vest in full upon the Change in Control, without regard to the Cliff Vest Condition, and each tranche for which the applicable Market Capitalization Milestone is not achieved will be forfeited for no consideration.
The foregoing description of the Equity Award is qualified in its entirety by reference to the full text of the applicable award agreements, the forms of which are filed as Exhibits 10.4 and 10.5 to this Quarterly Report and incorporated by reference herein.
(b)Material changes to the procedures by which security holders may recommend nominees to the board of directors.
None.
(c)Insider trading arrangements and policies.
During the quarter ended September 30, 2026, none of our directors or “officers” (as defined in 16a-1(f) of the Exchange Act) adopted terminated
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ITEM 6. EXHIBITS
The following exhibits are filed as part of, or incorporated by reference into, this Quarterly Report:
| Incorporated by Reference | ||||||||||||||||||||
| Exhibit Number | Exhibit Description | Form | File No. | Exhibit | Filing Date | Filed/Furnished Herewith | ||||||||||||||
| 2.1 | 8-K | 001-42694 | 2.1 | 6/18/2026 | ||||||||||||||||
| 3.1 | 8-K | 001-42694 | 3.1 | 6/18/2026 | ||||||||||||||||
| 3.2 | 8-K | 001-42694 | 3.2 | 6/18/2026 | ||||||||||||||||
| 4.1 | 8-K | 001-42694 | 4.1 | 9/28/2026 | ||||||||||||||||
| 4.2 | 8-K | 001-42694 | 4.2 | 9/28/2026 | ||||||||||||||||
| 10.1 | 8-K | 001-42694 | 10.1 | 7/8/2026 | ||||||||||||||||
| 10.2 | 8-K | 001-42694 | 10.2 | 9/28/2026 | ||||||||||||||||
| 10.3 | 8-K | 001-42694 | 10.3 | 9/28/2026 | ||||||||||||||||
| 10.4 | * | |||||||||||||||||||
| 10.5 | * | |||||||||||||||||||
| 31.1 | * | |||||||||||||||||||
| 31.2 | * | |||||||||||||||||||
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| 101.INS | XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document | * | ||||||||||||||||||
| 101.SCH | Inline XBRL Taxonomy Extension Schema With Embedded Linkbase Documents | * | ||||||||||||||||||
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | * | ||||||||||||||||||
________________
* Filed herewith
** Furnished herewith
69
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
VOYAGER TECHNOLOGIES, INC. | |||||
Date: November 3, 2026 | By: /s/ Dylan Taylor | ||||
Dylan Taylor | |||||
Chief Executive Officer and Chairman (principal executive officer) | |||||
Date: November 3, 2026 | By: /s/ Filipe De Sousa | ||||
Filipe De Sousa | |||||
Chief Financial Officer (principal financial officer) | |||||
Date: November 3, 2026 | By: /s/ Lance Weber | ||||
Lance Weber | |||||
Chief Accounting Officer (principal accounting officer) | |||||
VOYAGER TECHNOLOGIES, INC. 2025 INCENTIVE AWARD PLAN | ||
PERFORMANCE-BASED RESTRICTED STOCK UNIT GRANT NOTICE
Capitalized terms not specifically defined in this Performance-Based Restricted Stock Unit Grant Notice (the “Grant Notice”) have the meanings given to them in the 2025 Incentive Award Plan (as amended from time to time, the “Plan”) of Voyager Technologies, Inc. (the “Company”).
The Company hereby grants to the participant listed below (“Participant”) the Performance-Based Restricted Stock Units described in this Grant Notice (the “PSUs”), subject to the terms and conditions of the Plan and the Performance-Based Restricted Stock Unit Award Agreement attached hereto as Exhibit A (the “Agreement”), both of which are incorporated into this Grant Notice by reference. Each vested PSU represents the right to receive, in accordance with the Agreement, one share of Class A common stock of the Company based on the Company’s achievement of certain Performance Criteria over the applicable performance period.
| Participant: | Matthew Kuta | ||||
| Grant Date: | [ ò ], 2026 | ||||
| Total Number of PSUs: | 1,000,000 | ||||
| Vesting Schedule: | The PSUs shall vest as provided in Exhibit B to this Grant Notice (“Exhibit B”) | ||||
If the Company uses an electronic capitalization table system (such as Shareworks, Carta or Equity Edge) and the fields in this Grant Notice are blank or the information is otherwise provided in a different format electronically, the blank fields and other information will be deemed to come from the electronic capitalization system and are considered part of this Grant Notice. In addition, the Company’s signature below shall be deemed to have occurred by the Company’s input of the PSUs in such electronic capitalization table system and Participant’s signature below shall be deemed to have occurred by Participant’s online acceptance of the PSUs through such electronic capitalization table system.
By accepting this Award electronically through the Plan service provider’s online grant acceptance procedure, Participant agrees to be bound by the terms and conditions of the Plan, the Agreement and the Grant Notice. Participant has reviewed the Agreement, the Plan and the Grant Notice in their entirety, has had an opportunity to obtain the advice of counsel prior to executing the Grant Notice and fully understands all provisions of the Grant Notice, the Agreement and the Plan. Participant hereby agrees to accept as binding, conclusive and final all decisions or interpretations of the Administrator upon any questions arising under the Plan, the Grant Notice and the Agreement.
| VOYAGER TECHNOLOGIES, INC. | PARTICIPANT | ||||||||||
| By: | By: | ||||||||||
| Print Name: | Print Name: | ||||||||||
| Title: | |||||||||||
EXHIBIT A
TO PERFORMANCE-BASED RESTRICTED STOCK UNIT GRANT NOTICE
PERFORMANCE-BASED RESTRICTED STOCK UNIT AWARD AGREEMENT
Pursuant to the Grant Notice to which this Agreement is attached, the Company has granted to Participant the number of PSUs set forth in the Grant Notice.
ARTICLE I.
GENERAL
GENERAL
Section 1.1 Defined Terms. Capitalized terms not specifically defined herein shall have the meanings specified in the Plan or the Grant Notice. For purposes of this Agreement,
(a) “Cause” shall have the meaning set forth in that certain Employment Agreement, effective as of June 11, 2025, by and between Participant and the Company (the “Employment Agreement”).
(b) “Cessation Date” shall mean the date of Participant’s Termination of Service (regardless of the reason for such termination).
(c) “Disability” shall have the meaning set forth in the Employment Agreement.
(d) “Good Reason” shall have the meaning set forth in the Employment Agreement.
(e) “Participating Company” shall mean the Company or any of its parents or Subsidiaries.
Section 1.2 Incorporation of Terms of Plan. The PSUs and the shares of Common Stock issued to Participant hereunder (the “Shares”) are subject to the terms and conditions set forth in this Agreement and the Plan (including, without limitation, Section 10.6 thereof), which is incorporated herein by reference. In the event of any inconsistency between the Plan and this Agreement, the terms of this Agreement will control to the extent they expressly provide they are intended to control; otherwise, the terms of the Plan will control.
ARTICLE II.
AWARD OF PERFORMANCE-BASED RESTRICTED STOCK UNITS
AWARD OF PERFORMANCE-BASED RESTRICTED STOCK UNITS
Section 2.1 Award of PSUs. In consideration of Participant’s continued employment with or service to a Participating Company and for other good and valuable consideration, effective as of the grant date set forth in the Grant Notice (the “Grant Date”), the Company has granted to Participant the number of PSUs set forth in the Grant Notice, upon the terms and conditions set forth in the Grant Notice, the Plan and this Agreement, subject to adjustment as provided in Article VIII of the Plan and Exhibit B. Each PSU represents the right to receive one Share at the times and subject to the conditions set forth herein. However, unless and until the PSUs have vested, Participant will have no right to the payment of any Shares subject thereto. Prior to the actual delivery of any Shares, the PSUs will represent an unsecured obligation of the Company, payable only from the general assets of the Company.
Section 2.2 Vesting of PSUs.
(a) Subject to Participant’s continued employment with or service to a Participating Company on each applicable vesting date and subject to Sections 3.8 and 3.13 hereof and Exhibit B, the PSUs shall vest in such amounts and at such times as are set forth in the Grant Notice and Exhibit B.
(b) Unless otherwise determined by the Administrator or as otherwise set forth herein or in Exhibit B, Participant shall immediately forfeit any and all PSUs granted under this Agreement that have not vested or do not vest on or prior to the Cessation Date, and Participant’s rights in any such PSUs that are not so vested shall lapse and expire.
(c) Notwithstanding Sections 2.2(a), 2.2(b), Exhibit B, or anything to the contrary in Section 4 of the Employment Agreement, in the event Participant incurs a Termination of Service by the Company without Cause or due to Participant’s resignation for Good Reason prior to the expiration of the Cliff Vest Period (as defined in Exhibit B), and subject to Participant’s timely execution and non-revocation of a Release (as defined in the Employment Agreement), any and all PSUs that have not been earned prior to the Cessation Date shall remain outstanding and eligible to become an Earned PSU (as defined in Exhibit B) through the later of (i) the last day of the Cliff Vest Period and (ii) the first (1st) anniversary of the Cessation Date (such later date, the “Post-Termination Vesting Date”), without regard to any requirement of continued service, subject only to achievement of the applicable Market Capitalization Milestones as provided in Exhibit B; provided, that any such PSUs that do not become an Earned PSU during such period shall be automatically forfeited immediately following the Post-Termination Vesting Date, and Participant’s rights in any such PSUs shall lapse and expire. For the avoidance of doubt, any PSU which becomes an Earned PSU in accordance with this Section 2.2(c), including any PSU that was earned prior to the Cessation Date, shall be settled within sixty (60) days of expiration of the Cliff Vest Period; provided, that to the extent any such PSU becomes an Earned PSU during the period commencing as of the expiration of the Cliff Vest Period and ending on the Post-Termination Vesting Date, if later than the last day of the Cliff Vest Period, such PSU shall be settled within sixty (60) days of such Post-Termination Vesting Date.
(d) Notwithstanding Sections 2.2(a), 2.2(b), 2.2(c), Exhibit B, or anything to the contrary in Section 4 of the Employment Agreement, in the event Participant incurs a Termination of Service due to Participant’s death or Disability, and subject to Participant’s (or Participant’s estate’s, as applicable) timely execution and non-revocation of a Release, any and all Tranches (as defined in Exhibit B) of PSUs granted under this Agreement (i) that were Earned PSUs prior to the Cessation Date in accordance with Exhibit B, but remain unvested subject to the Cliff Vest Condition (as defined in Exhibit B), shall automatically accelerate and become vested as of the Cessation Date, and (ii) that have not been earned on or prior to the Cessation Date shall remain outstanding and eligible to vest in such amounts and at such times as are set forth in the Grant Notice and Exhibit B through the first (1st) anniversary of the Cessation Date, without regard to any requirement of continued service, subject only to achievement of the applicable Market Capitalization Milestones as provided in Exhibit B. Any such PSUs that do not become so earned and vested during such period shall be automatically forfeited immediately following the expiration of such one (1)-year period, and Participant’s rights in any such PSUs shall lapse and expire.
(e) Except as expressly set forth in this Agreement or Exhibit B, and notwithstanding anything to the contrary in the Employment Agreement (including without limitation Section 4(b)(ii) thereof), any and all PSUs granted under this Agreement shall not be eligible for any accelerated vesting upon the occurrence of a Change in Control.
Section 2.3 Distribution or Payment of PSUs.
(a) Participant’s Earned PSUs shall be distributed in Shares (either in book-entry form or otherwise) within sixty (60) days following the applicable vesting date of any PSUs pursuant to Section 2.2 hereof and Exhibit B. Notwithstanding the foregoing, the Company may delay a distribution or payment in settlement of Earned PSUs if it reasonably determines that such payment or distribution will violate federal securities laws or any other Applicable Law; provided, that such distribution or payment shall be made at the earliest date at which the Company reasonably determines that the making of such distribution or payment will not cause such violation, as required by Treasury Regulation Section 1.409A-2(b)(7)(ii); provided, further, that no payment or distribution shall be delayed under this Section 2.3(a) if such delay will result in a violation of Section 409A.
(b) All distributions shall be made by the Company in the form of whole Shares.
Section 2.4 Conditions to Issuance of Certificates. The Company shall not be required to issue or deliver any certificate or certificates for any Shares or to cause any Shares to be held in book-entry form prior to the fulfillment of all of the following conditions: (a) the admission of the Shares to listing on all stock exchanges on which such Shares are then listed, (b) the completion of any registration or other qualification of the Shares under any state or federal law or under rulings or regulations of the Securities and Exchange Commission or other governmental regulatory body, which the Administrator shall, in its absolute discretion, deem necessary or advisable, (c) the obtaining of any approval or other clearance from any state or federal governmental agency that the Administrator shall, in its absolute discretion, determine to be necessary or advisable, and (d) the receipt of full payment of any applicable withholding tax in accordance with Section 2.5 by the Participating Company with respect to which the applicable withholding obligation arises.
Section 2.5 Tax Withholding. Notwithstanding any other provision of this Agreement:
(a) The Participating Companies have the authority to deduct or withhold, or require Participant to remit to the applicable Participating Company, an amount sufficient to satisfy any applicable federal, state, local and foreign taxes (including the employee portion of any FICA obligation) required by Applicable Law to be withheld with respect to any taxable event arising pursuant to this Agreement. The Participating Companies may withhold or Participant may make such payment in one or more of the forms specified below:
(i) by cash or check made payable to the Participating Company with respect to which the withholding obligation arises;
(ii) by the deduction of such amount from other compensation payable to Participant;
(iii) with respect to any withholding taxes arising in connection with the vesting or settlement of the PSUs, with the consent of the Administrator, by requesting that the Participating Companies withhold a net number of vested shares of Common Stock otherwise issuable pursuant to the PSUs having a then current Fair Market Value not exceeding the amount necessary to satisfy the withholding obligation of the Participating Companies based on the maximum statutory withholding rates in Participant’s applicable jurisdictions for federal, state, local and foreign income tax and payroll tax purposes that are applicable to such taxable income;
(iv) with respect to any withholding taxes arising in connection with the vesting or settlement of the PSUs, with the consent of the Administrator, by tendering to the Company vested shares of Common Stock having a then current Fair Market Value not exceeding the amount necessary to satisfy the withholding obligation of the Participating Companies based on the maximum statutory withholding rates in Participant’s applicable jurisdictions for federal, state, local and foreign income tax and payroll tax purposes that are applicable to such taxable income;
(v) with respect to any withholding taxes arising in connection with the vesting or settlement of the PSUs, through the delivery of a notice that Participant has placed a market sell order with a broker acceptable to the Company with respect to shares of Common Stock then issuable to Participant pursuant to the PSUs, and that the broker has been directed to pay a sufficient portion of the net proceeds of the sale to the Participating Company with respect to which the withholding obligation arises in satisfaction of such withholding taxes; provided, that payment of such proceeds is then made to the applicable Participating Company at such time as may be required by the Administrator, but in any event not later than the settlement of such sale; or
(vi) in any combination of the foregoing.
(b) With respect to any withholding taxes arising in connection with the PSUs, in the event Participant fails to provide timely payment of all sums required pursuant to Section 2.5(a), the Company shall have the right and option, but not the obligation, to treat such failure as an election by Participant to satisfy all or any portion of Participant’s required payment obligation pursuant to Section 2.5(a)(ii) or Section 2.5(a)(iii) above, or any combination of the foregoing as the Company may determine to be appropriate. The Company shall not be obligated to deliver any certificate representing shares of Common Stock issuable with respect to the PSUs to Participant or his or her legal representative unless and until Participant or his or her legal representative shall have paid or otherwise satisfied in full the amount of all federal, state, local and foreign taxes applicable with respect to the taxable income of Participant resulting from the vesting or settlement of the PSUs or any other taxable event related to the PSUs.
(c) In the event any tax withholding obligation arising in connection with the PSUs will be satisfied under Section 2.5(a)(iii), then the Company may elect to instruct any brokerage firm determined acceptable to the Company for such purpose to sell on Participant’s behalf a whole number of shares from those shares of Common Stock then issuable to Participant pursuant to the PSUs as the Company determines to be appropriate to generate cash proceeds sufficient to satisfy the tax withholding obligation and to remit the proceeds of such sale to the Participating Company with respect to which the withholding obligation arises. Participant’s acceptance of this Award constitutes Participant’s instruction and authorization to the Company and such brokerage firm to complete the transactions described in this Section 2.5(c), including the transactions described in the previous sentence, as applicable. The Company may refuse to issue any shares of Common Stock in settlement of the PSUs to Participant until the foregoing tax withholding obligations are satisfied; provided, that no payment shall be delayed under this Section 2.5(c) if such delay will result in a violation of Section 409A.
(d) Participant is ultimately liable and responsible for all taxes owed in connection with the PSUs, regardless of any action any Participating Company takes with respect to any tax withholding obligations that arise in connection with the PSUs. No Participating Company makes any representation or undertaking regarding the treatment of any tax withholding in connection with the
awarding, vesting or payment of the PSUs or the subsequent sale of Shares. The Participating Companies do not commit and are under no obligation to structure the PSUs to reduce or eliminate Participant’s tax liability.
Section 2.6 Rights as Stockholder. Neither Participant nor any person claiming under or through Participant will have any of the rights or privileges of a stockholder of the Company in respect of any Shares deliverable hereunder unless and until certificates representing such Shares (which may be in book-entry form) will have been issued and recorded on the records of the Company or its transfer agents or registrars and delivered to Participant (including through electronic delivery to a brokerage account). Except as otherwise provided herein, after such issuance, recordation and delivery, Participant will have all the rights of a stockholder of the Company with respect to such Shares, including, without limitation, the right to receipt of dividends and distributions on such Shares.
ARTICLE III.
OTHER PROVISIONS
Section 3.1 Administration. The Administrator shall have the power to interpret the Plan, the Grant Notice (including Exhibit B) and this Agreement and to adopt such rules for the administration, interpretation and application of the Plan, the Grant Notice (including Exhibit B) and this Agreement as are consistent therewith and to interpret, amend or revoke any such rules. All actions taken and all interpretations and determinations made by the Administrator will be final and binding upon Participant, the Company and all other interested persons. To the extent allowable pursuant to Applicable Laws, no member of the Committee or the Board will be personally liable for any action, determination or interpretation made with respect to the Plan, the Grant Notice (including Exhibit B) or this Agreement.
Section 3.2 PSUs Not Transferable. The PSUs may not be sold, pledged, assigned or transferred in any manner other than by will or the laws of descent and distribution, unless and until the Shares underlying the PSUs have been issued, and all restrictions applicable to such Shares have lapsed. No PSUs or any interest or right therein or part thereof shall be liable for the debts, contracts or engagements of Participant or his or her successors in interest or shall be subject to disposition by transfer, alienation, anticipation, pledge, encumbrance, assignment or any other means whether such disposition be voluntary or involuntary or by operation of law by judgment, levy, attachment, garnishment or any other legal or equitable proceedings (including bankruptcy), and any attempted disposition thereof shall be null and void and of no effect, except to the extent that such disposition is permitted by the preceding sentence.
Section 3.3 Adjustments. The Administrator may accelerate the vesting of all or a portion of the PSUs in such circumstances as it, in its sole discretion, may determine. Participant acknowledges that the PSUs and the Shares subject to the PSUs are subject to adjustment, modification and termination in certain events as provided in this Agreement, Exhibit B and the Plan, including Article VIII of the Plan.
Section 3.4 Notices. Any notice to be given under the terms of this Agreement to the Company shall be addressed to the Company in care of the Secretary of the Company at the Company’s principal office, and any notice to be given to Participant shall be addressed to Participant at Participant’s last email or physical address reflected on the Company’s records. By a notice given pursuant to this Section 3.4, either party may hereafter designate a different address for notices to be given to that party. Any notice shall be deemed duly given when sent via email (provided no transmission error is received by
sender) or when sent by certified mail (return receipt requested) and deposited (with postage prepaid) in a post office or branch post office regularly maintained by the United States Postal Service.
Section 3.5 Titles. Titles are provided herein for convenience only and are not to serve as a basis for interpretation or construction of this Agreement.
Section 3.6 Governing Law. The laws of the State of Texas shall govern the interpretation, validity, administration, enforcement and performance of the terms of this Agreement regardless of the law that might be applied under principles of conflicts of laws.
Section 3.7 Conformity to Securities Laws. Participant acknowledges that the Plan, the Grant Notice and this Agreement are intended to conform to the extent necessary with all Applicable Laws, including, without limitation, the provisions of the Securities Act and the Exchange Act, and any and all regulations and rules promulgated thereunder by the Securities and Exchange Commission, and state securities laws and regulations. Notwithstanding anything herein to the contrary, the Plan shall be administered, and the PSUs are granted, only in such a manner as to conform to Applicable Laws. To the extent permitted by Applicable Laws, the Plan, the Grant Notice and this Agreement shall be deemed amended to the extent necessary to conform to Applicable Laws.
Section 3.8 Amendment, Suspension and Termination. To the extent permitted by the Plan, this Agreement may be wholly or partially amended or otherwise modified, suspended or terminated at any time or from time to time by the Administrator or the Board; provided, that, except as may otherwise be provided by the Plan, no amendment, modification, suspension or termination of this Agreement shall adversely affect the PSUs in any material respect without the prior written consent of Participant. For the avoidance of doubt, nothing in this Agreement shall prevent the Administrator from modifying or amending the Plan in accordance with its terms.
Section 3.9 Successors and Assigns. The Company may assign any of its rights under this Agreement to single or multiple assignees that are Affiliates of the Company or successors to all or substantially all of the Company’s business or assets, and this Agreement shall inure to the benefit of the successors and assigns of the Company. Subject to the restrictions on transfer set forth in Section 3.2 and the Plan, this Agreement shall be binding upon and inure to the benefit of the heirs, legatees, legal representatives, successors and assigns of the parties hereto.
Section 3.10 Limitations Applicable to Section 16 Persons. Notwithstanding any other provision of the Plan or this Agreement, if Participant is subject to Section 16 of the Exchange Act, the Plan, the PSUs, the Grant Notice and this Agreement shall be subject to any additional limitations set forth in any applicable exemptive rule under Section 16 of the Exchange Act (including any amendment to Rule 16b-3 of the Exchange Act) that are requirements for the application of such exemptive rule. To the extent permitted by Applicable Laws, this Agreement shall be deemed amended to the extent necessary to conform to such applicable exemptive rule.
Section 3.11 Not a Contract of Service Relationship. Nothing in this Agreement or in the Plan shall confer upon Participant any right to continue to serve as an employee or other service provider of any Participating Company or shall interfere with or restrict in any way the rights of any Participating Company, which rights are hereby expressly reserved, to discharge or terminate the services of Participant at any time for any reason whatsoever, with or without Cause, except to the extent (a) expressly provided otherwise in the Employment Agreement or any other written agreement between a Participating
Company and Participant or (b) where such provisions are not consistent with applicable foreign or local laws, in which case such applicable foreign or local laws shall control.
Section 3.12 Entire Agreement. The Plan, the Grant Notice (including Exhibit B) and this Agreement (including any exhibit hereto) constitute the entire agreement of the parties and supersede in their entirety all prior undertakings and agreements of the Company and Participant with respect to the subject matter hereof.
Section 3.13 Section 409A.
(a) The Company intends that all PSUs be structured to comply with, or be exempt from, Section 409A, such that no adverse tax consequences, interest, or penalties under Section 409A apply. Notwithstanding anything in the Plan, this Agreement or Exhibit B to the contrary, the Administrator may adopt such amendments to the Grant Notice, this Agreement or Exhibit B, or adopt other policies or procedures (including amendments, policies and procedures with retroactive effect), or take any other action that the Administrator determines to be necessary or appropriate to either (i) exempt the amounts payable hereunder from Section 409A and/or preserve the intended tax treatment of such amounts, or (ii) comply with the requirements of Section 409A; provided, however, that nothing in this Section 3.13 shall create any obligation on the part of the Company to adopt any such amendment or take any other action. For purposes of Section 409A, each PSU (and the right to payment with respect to each PSU) is to be treated as a right to a separate payment.
(b) Section 10.6(b) of the Plan shall apply to the PSUs, the Grant Notice, this Agreement and Exhibit B.
(c) Notwithstanding any contrary provision in the Plan, the Grant Notice, this Agreement or Exhibit B, any payment(s) of “nonqualified deferred compensation” required to be made under the Grant Notice, this Agreement or Exhibit B to a “specified employee” (as defined under Section 409A and as the Administrator determines) due to his or her “separation from service” will, to the extent necessary to avoid taxes under Section 409A(a)(2)(B)(i) of the Code, be delayed for the six-month period immediately following such “separation from service” (or, if earlier, until the specified employee’s death) and will instead be paid on the day immediately following such six-month period or as soon as administratively practicable thereafter (without interest). Any payments of “nonqualified deferred compensation” under the Grant Notice, this Agreement or Exhibit B payable more than six months following Participant’s “separation from service” will be paid at the time or times the payments are otherwise scheduled to be made.
Section 3.14 Agreement Severable. In the event that any provision of the Grant Notice or this Agreement is held invalid or unenforceable, such provision will be severable from, and such invalidity or unenforceability will not be construed to have any effect on, the remaining provisions of the Grant Notice or this Agreement.
Section 3.15 Limitation on Participant’s Rights. Participation in the Plan confers no rights or interests other than as herein provided. This Agreement creates only a contractual obligation on the part of the Company as to amounts payable and shall not be construed as creating a trust. Neither the Plan nor any underlying program, in and of itself, has any assets. Participant shall have only the rights of a general unsecured creditor of the Company with respect to amounts credited and benefits payable, if any, with respect to the PSUs.
Section 3.16 Clawback. The PSUs (including any proceeds, gains or other economic benefit actually or constructively received by Participant upon any receipt or settlement of the PSUs or upon the receipt or resale of any Shares underlying the PSUs) will be subject to any Company clawback policy as in effect from time to time, including any clawback policy adopted to comply with Applicable Laws or applicable stock exchange listing requirements including the Dodd-Frank Wall Street Reform and Consumer Protection Act and any rules or regulations promulgated thereunder.
Section 3.17 Counterparts. The Grant Notice may be executed in one or more counterparts, including by way of any electronic signature, subject to Applicable Law, each of which shall be deemed an original and all of which together shall constitute one instrument.
* * * * *
EXHIBIT B
TO PERFORMANCE-BASED RESTRICTED STOCK UNIT GRANT NOTICE
PERFORMANCE GOALS
Section 1.1 Definitions.
(a) “CIC Price” shall mean the amount of cash and the fair market value of any securities or other property paid as consideration, on a per Share basis, to the Company’s stockholders (and if less than all of the Company’s stockholders’ shares are impacted by such Change in Control, then the consideration paid, on a per Share basis, to the Company stockholders who receive consideration) in a Change in Control (or to be paid as consideration to the Company in a Change in Control instead of to Company stockholders, for example in a Change in Control pursuant to the sale of Company assets, measured on a per Share basis had such amounts been paid to the Company’s stockholders). If any such consideration consists in whole or in part of non-cash consideration, the Administrator will determine the value of the non-cash per Share consideration for purposes of the Agreement and this Exhibit B in its good faith discretion.
(b) “Cliff Vest Condition” shall mean Participant shall not have incurred a Termination of Service prior to the expiration of the Cliff Vest Period.
(c) “Cliff Vest Period” shall mean the period beginning on the Grant Date and ending on the third (3rd) anniversary of the Grant Date.
(d) “Determination Date” shall mean any date during the Performance Period on which the Administrator determines that a Market Capitalization Milestone (as set forth in Table 1 below) has been achieved.
(e) “Market Capitalization” shall mean, with respect to any particular date which is a trading day, the product of (i) the total number of the Company’s shares of Class A common stock and Class B common stock outstanding (on an as-converted basis), as of the close of such date, and (ii) the volume-weighted average price per share of the Company’s Class A common stock on the principal exchange on which such shares are traded over ninety (90) consecutive trading days ending on and including such date (the “VWAP”).
(f) “Market Capitalization Milestone” shall mean the applicable market capitalization threshold for any Tranche (as defined below), as set forth in Table 1 below.
(g) “Performance Period” shall mean the period beginning on the Grant Date and ending on the eighth (8th) anniversary of the Grant Date.
Section 1.2 Achievement. Subject to Sections 2.2(c) and 2.2(d) of the Agreement, in order for any PSUs to become vested, both a Market Capitalization Milestone and a “time-vesting” requirement must be satisfied as set forth herein.
(a) As detailed in Table 1 below, the PSUs are divided into nine (9) tranches (each, a “Tranche”). Each Tranche is numbered from 1 through 9 and represents a portion of the Total Number of PSUs covering the number of Shares specified next to the applicable Tranche number in Table 1 below.
(b) During the Performance Period, the PSUs shall be eligible to become earned as of a Determination Date based on the achievement of the applicable Market Capitalization Milestones set forth in Table 1, subject to Participant’s continued service with a Participating Company through the applicable Determination Date (except as provided in Sections 2.2(c) and 2.2(d) of the Agreement). Subject to Sections 2.2(c) and 2.2(d) of the Agreement, PSUs earned under a Tranche in accordance with this Section 1.2(b) (each, an “Earned PSU”) prior to the expiration of the Cliff Vest Period will continue to remain subject to time-based vesting and shall be forfeited if Participant incurs a Termination of Service prior to the expiration of the Cliff Vest Period. Following satisfaction of the Cliff Vest Condition, any Earned PSU (i) earned during the Cliff Vest Period will become immediately vested as of immediately following the expiration of the Cliff Vest Period and (ii) earned following the satisfaction of the Cliff Vest Condition will become immediately vested as of the applicable Determination Date, subject to Participant not having incurred a Termination of Service through such applicable date (except as provided in Sections 2.2(c) and 2.2(d) of the Agreement).
Table 1 – Market Capitalization Milestones
| Tranche | Market Capitalization Milestone | Number of PSUs Subject to Tranche | ||||||
| 1 | $3.0 billion | 111,111 | ||||||
| 2 | $4.5 billion | 111,111 | ||||||
| 3 | $6.0 billion | 111,111 | ||||||
| 4 | $7.5 billion | 111,111 | ||||||
| 5 | $9.0 billion | 111,111 | ||||||
| 6 | $10.5 billion | 111,111 | ||||||
| 7 | $12.0 billion | 111,111 | ||||||
| 8 | $13.5 billion | 111,111 | ||||||
| 9 | $15.0 billion | 111,112 | ||||||
| Total | 1,000,000 | |||||||
(c) No Tranche shall become Earned PSUs until the Administrator certifies that the requisite Market Capitalization Milestone for the applicable Tranche has been satisfied on the applicable Determination Date. The Administrator will determine in its sole and reasonable discretion whether the applicable Market Capitalization Milestone has been achieved during the Performance Period; provided, that such determination shall be made as soon as practicable following the applicable Market Capitalization Milestone being achieved (or, if applicable, following the end of the Cliff Vest Period), and in any case, within sixty (60) days of the applicable Market Capitalization Milestone being achieved (or the expiration of the Cliff Vest Period, as applicable). Notwithstanding anything to the contrary in the Agreement (including Section 2.2(b) thereof) or this Exhibit B, if Participant incurs a Termination of Service by the Company without Cause or due to Participant’s resignation for Good Reason on or following the date on which a Market Capitalization Milestone is achieved but prior to the applicable Determination Date, then, subject to Participant’s timely execution and non-revocation of a Release, the
Tranche(s) corresponding to such Market Capitalization Milestone(s) shall not be forfeited on the Cessation Date, shall remain outstanding pending the Administrator’s determination in accordance with this Section 1.2(c), and, upon such determination, shall become Earned PSUs and shall vest to the same extent and at the same time as if Participant had remained in continuous service with a Participating Company through the applicable Determination Date; provided, that if such Cessation Date occurs prior to the expiration of the Cliff Vest Period, such Earned PSUs shall become vested in accordance with Section 2.2(c) of the Agreement.
(d) Subject to the other terms of this Exhibit B, in order for a particular Tranche to become Earned PSUs, the Market Capitalization Milestone set forth next to such Tranche must be achieved during the Performance Period. More than one (1) Tranche may become Earned PSUs simultaneously as of any Determination Date. For the avoidance of doubt, no portion of a Tranche shall be eligible to become Earned PSUs for any Market Capitalization amount achieved between the applicable Market Capitalization Milestones. Once a Tranche becomes Earned PSUs, such classification shall not be affected by any subsequent changes (decreases) in Market Capitalization.
(e) The Administrator may, in its reasonable and good faith discretion, adjust the Market Capitalization Milestone thresholds and/or measured results to reflect the impact of any extraordinary transaction, event or development occurring during the Performance Period, including mergers, acquisitions, spin-offs and similar transactions that are consummated, stock splits, reverse stock splits, extraordinary distributions, share repurchases, recapitalizations and reorganizations (each, a “Corporate Event”), in each case, as necessary to prevent the dilution or enlargement or impairment of Participant’s rights under the PSUs. The Administrator shall make any such adjustment reasonably promptly (and in any event within thirty (30) days) following the applicable Corporate Event and, if Participant submits a written request, shall promptly provide Participant with an opportunity to discuss such adjustment, and the basis therefor, in reasonable detail. The parties acknowledge and agree that the Administrator shall adopt guidelines for addressing positive and negative adjustments to Company equity compensation performance metrics in connection with Corporate Events, and the Administrator shall make adjustments required by and apply such guidelines in making any adjustment hereunder in its reasonable and good faith discretion. The Company shall provide Participant with a copy of any such guidelines, and any amendment thereto, promptly following adoption.
Section 1.3 Determination of Earned PSUs upon a Change in Control. In the event of the occurrence of a Change in Control prior to the end of the Performance Period, the VWAP for purposes of determining the achievement of the Market Capitalization Milestones shall be deemed to be the CIC Price and the Administrator shall assess and certify whether the Market Capitalization Milestones have been attained in connection with such Change in Control. The corresponding Tranche(s) of PSUs for which the applicable Market Capitalization Milestone(s) have not been attained, if any, shall thereupon be forfeited automatically for no consideration, and any Earned PSUs for which the applicable Market Capitalization Milestone(s) have been attained as of such Change in Control shall fully vest as of such Change in Control (without regard to any time-vesting conditions).
Section 1.4 Final Determination Date. Upon expiration of the Performance Period, the Administrator shall determine whether on such date (the “Final Determination Date”) any Tranche shall be eligible to become Earned PSUs pursuant to Sections 1.2(b) through 1.2(d) hereof. Subject to Sections 2.2(c) and 2.2(d) of the Agreement, any and all Tranches which have not become Earned PSUs as of the Final Determination Date shall be automatically forfeited immediately following the expiration of the Performance Period (or, pending the Administrator’s determination in accordance with this Section 1.4, the Final Determination Date, if later).
VOYAGER TECHNOLOGIES, INC. 2025 INCENTIVE AWARD PLAN | ||
STOCK OPTION GRANT NOTICE
Capitalized terms not specifically defined in this Stock Option Grant Notice (the “Grant Notice”) have the meanings given to them in the 2025 Incentive Award Plan (as amended from time to time, the “Plan”) of Voyager Technologies, Inc. (the “Company”). The Company hereby grants to the participant listed below (“Participant”) the stock option described in this Grant Notice (the “Option”), subject to the terms and conditions of the Plan and the Stock Option Agreement attached hereto as Exhibit A (the “Agreement”), both of which are incorporated into this Grant Notice by reference.
| Participant: | Matthew Kuta | ||||
| Grant Date: | [ ò ], 2026 | ||||
| Exercise Price per Share: | $[ ò ] | ||||
| Shares Subject to the Option: | 1,500,000 shares of Class A common stock of the Company | ||||
| Final Expiration Date: | [ ò ], 2036 | ||||
| Vesting Schedule: | The Option shall vest as provided in Exhibit B to this Grant Notice (“Exhibit B”) | ||||
| Type of Option | o Incentive Stock Option x Non-Qualified Stock Option | ||||
If the Company uses an electronic capitalization table system (such as Shareworks, Carta or Equity Edge) and the fields in this Grant Notice are blank or the information is otherwise provided in a different format electronically, the blank fields and other information will be deemed to come from the electronic capitalization system and are considered part of this Grant Notice. In addition, the Company’s signature below shall be deemed to have occurred by the Company’s input of the Option in such electronic capitalization table system and Participant’s signature below shall be deemed to have occurred by Participant’s online acceptance of the Option through such electronic capitalization table system.
By accepting this Award electronically through the Plan service provider’s online grant acceptance procedure, Participant agrees to be bound by the terms and conditions of the Plan, the Agreement and the Grant Notice. Participant has reviewed the Agreement, the Plan and the Grant Notice in their entirety, has had an opportunity to obtain the advice of counsel prior to executing the Grant Notice and fully understands all provisions of the Grant Notice, the Agreement and the Plan. Participant hereby agrees to accept as binding, conclusive and final all decisions or interpretations of the Administrator upon any questions arising under the Plan, the Grant Notice and the Agreement.
| VOYAGER TECHNOLOGIES, INC. | PARTICIPANT | ||||||||||
| By: | By: | ||||||||||
| Print Name: | Print Name: | ||||||||||
| Title: | |||||||||||
EXHIBIT A
TO STOCK OPTION GRANT NOTICE
STOCK OPTION AGREEMENT
ARTICLE I.
GENERAL
GENERAL
1.1 Defined Terms. Capitalized terms not specifically defined herein shall have the meanings specified in the Plan or the Grant Notice. For purposes of this Agreement,
(a) “Cause” shall have the meaning set forth in that certain Employment Agreement, effective as of June 11, 2025, by and between Participant and the Company (the “Employment Agreement”).
(b) “Cessation Date” shall mean the date of Participant’s Termination of Service (regardless of the reason for such termination).
(c) “Disability” shall have the meaning set forth in the Employment Agreement.
(d) “Good Reason” shall have the meaning set forth in the Employment Agreement.
(e) “Participating Company” shall mean the Company or any of its parents or Subsidiaries.
1.2 Incorporation of Terms of Plan. The Option is subject to the terms and conditions set forth in this Agreement and the Plan, which is incorporated herein by reference. In the event of any inconsistency between the Plan and this Agreement, the terms of this Agreement will control to the extent they expressly provide they are intended to control; otherwise, the terms of the Plan will control.
ARTICLE II.
GRANT OF OPTION
2.1 Grant of Option. In consideration of Participant’s continued employment with or service to a Participating Company and for other good and valuable consideration, effective as of the grant date set forth in the Grant Notice (the “Grant Date”), the Company has granted to Participant the Option to purchase any part or all of an aggregate number of Shares set forth in the Grant Notice, upon the terms and conditions set forth in the Grant Notice, the Plan and this Agreement, subject to adjustment as provided in Article VIII of the Plan and Exhibit B.
2.2 Exercise Price. The exercise price per Share of the Shares subject to the Option (the “Exercise Price”) shall be as set forth in the Grant Notice.
2.3 Consideration to the Company. In consideration of the grant of the Option by the Company, Participant agrees to continue to render faithful and efficient services to a Participating Company.
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ARTICLE III.
PERIOD OF EXERCISABILITY
PERIOD OF EXERCISABILITY
3.1 Commencement of Exercisability.
(a) Subject to Participant’s continued employment with or service to a Participating Company on each applicable vesting date, and subject to Sections 3.2, 3.3, 5.9 and 5.14 hereof and Exhibit B, the Option shall vest and become exercisable in such amounts and at such times as are set forth in the Grant Notice and Exhibit B.
(b) Unless otherwise determined by the Administrator or as otherwise set forth herein or in Exhibit B, any portion of the Option that has not become vested and exercisable on or prior to the Cessation Date shall be forfeited on the Cessation Date and shall not thereafter become vested or exercisable.
(c) Notwithstanding Sections 3.1(a) and 3.1(b), Exhibit B, or anything to the contrary in Section 4 of the Employment Agreement, in the event Participant incurs a Termination of Service by the Company without Cause or due to Participant’s resignation for Good Reason prior to the expiration of the Cliff Vest Period (as defined in Exhibit B), and subject to Participant’s timely execution and non-revocation of a Release (as defined in the Employment Agreement), any portion of the Option that has not been earned prior to the Cessation Date shall remain outstanding and eligible to become an Earned Option (as defined in Exhibit B) through the later of (i) the last day of the Cliff Vest Period and (ii) the first (1st) anniversary of the Cessation Date (such later date, the “Post-Termination Vesting Date”), without regard to any requirement of continued service, subject only to achievement of the applicable Market Capitalization Milestones as provided in Exhibit B; provided, that any portion of the Option that does not become an Earned Option during such period shall be automatically forfeited immediately following the Post-Termination Vesting Date. For the avoidance of doubt, any portion of the Option that becomes an Earned Option in accordance with this Section 3.1(c), including any portion of the Option that was earned prior to the Cessation Date, shall not become exercisable until immediately following the expiration of the Cliff Vest Period.
(d) Notwithstanding Sections 3.1(a), 3.1(b), and 3.1(c), Exhibit B, or anything to the contrary in Section 4 of the Employment Agreement, in the event Participant incurs a Termination of Service due to Participant’s death or Disability, and subject to Participant’s (or Participant’s estate’s, as applicable) timely execution and non-revocation of a Release, any and all Tranches (as defined in Exhibit B) of the Option granted under this Agreement (i) that were Earned Options prior to the Cessation Date in accordance with Exhibit B, but remain unvested and unexercisable subject to the Cliff Vest Condition (as defined in Exhibit B), shall automatically accelerate and become vested and exercisable as of the Cessation Date, and (ii) that have not been earned on or prior to the Cessation Date shall remain outstanding and eligible to vest and become exercisable in such amounts and at such times as are set forth in the Grant Notice and Exhibit B through the first (1st) anniversary of the Cessation Date, without regard to any requirement of continued service, subject only to achievement of the applicable Market Capitalization Milestones as provided in Exhibit B. Any such portion of the Option that does not become so earned, vested and exercisable during such period shall be automatically forfeited immediately following the expiration of such one (1)-year period.
(e) Except as expressly set forth in this Agreement or Exhibit B, and notwithstanding anything to the contrary in the Employment Agreement (including without limitation
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Section 4(b)(ii) thereof), the Option granted under this Agreement shall not be eligible for any accelerated vesting upon the occurrence of a Change in Control.
3.2 Duration of Exercisability. The installments provided for in the vesting schedule set forth in the Grant Notice and Exhibit B are cumulative. Participant shall be able to exercise the Option only to the extent such Option has become vested as set forth in the Grant Notice and Exhibit B. Each such installment that becomes vested and exercisable shall remain vested and exercisable until it becomes unexercisable under Section 3.3 hereof. Once the Option becomes unexercisable, it shall be forfeited immediately.
3.3 Expiration of Option. The Option may not be exercised to any extent by anyone after the first to occur of the following events:
(a) The expiration date set forth in the Grant Notice; provided, that such expiration date shall not be later than the tenth (10th) anniversary of the Grant Date;
(b) If Participant incurs a Termination of Service by the Company without Cause or due to Participant’s resignation for Good Reason prior to the expiration of the Cliff Vest Period, the fourth (4th) anniversary of the Grant Date;
(c) If Participant incurs a Termination of Service by reason of Participant’s death or Disability, the expiration of twelve (12) months from the Cessation Date;
(d) Except as the Administrator may otherwise approve, immediately upon the Cessation Date by reason of Participant’s Termination of Service by a Participating Company for Cause; and
(e) Except as the Administrator may otherwise approve, if Participant incurs a Termination of Service for any reason other than as set forth above in Sections 3.3(b) through 3.3(d), the ninetieth (90th) day following the Cessation Date.
Notwithstanding the foregoing, unless otherwise determined by the Administrator, if the Option and/or the Shares which would be acquired pursuant to the exercise of the Option are subject to underwriter or other applicable lock-up periods or trading restrictions at the time of expiration of the applicable post-termination exercise period(s) set forth above in Sections 3.3(b), (c) or (e), such post-termination exercise period shall be extended until ten (10) trading days following the expiration of such applicable lock-up or trading restrictions; provided that in no event shall such extension be beyond the expiration date set forth in the Grant Notice.
3.4 Tax Withholding. Notwithstanding any other provision of this Agreement:
(a) The Participating Companies have the authority to deduct or withhold, or require Participant to remit to the applicable Participating Company, an amount sufficient to satisfy any applicable federal, state, local and foreign taxes (including the employee portion of any FICA obligation) required by Applicable Law to be withheld with respect to any taxable event arising pursuant to this Agreement. The Participating Companies may withhold or Participant may make such payment in one or more of the forms specified below:
(i) by cash or check made payable to the Participating Company with respect to which the withholding obligation arises;
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(ii) by the deduction of such amount from other compensation payable to Participant;
(iii) with respect to any withholding taxes arising in connection with the exercise of the Option, with the consent of the Administrator, by requesting that the Participating Companies withhold a net number of vested Shares otherwise issuable upon the exercise of the Option having a then current Fair Market Value not exceeding the amount necessary to satisfy the withholding obligation of the Participating Companies based on the maximum statutory withholding rates in Participant’s applicable jurisdictions for federal, state, local and foreign income tax and payroll tax purposes that are applicable to such taxable income;
(iv) with respect to any withholding taxes arising in connection with the exercise of the Option, with the consent of the Administrator, by tendering to the Company vested Shares held for such period of time as may be required by the Administrator in order to avoid adverse accounting consequences and having a then current Fair Market Value not exceeding the amount necessary to satisfy the withholding obligation of the Participating Companies based on the maximum statutory withholding rates in Participant’s applicable jurisdictions for federal, state, local and foreign income tax and payroll tax purposes that are applicable to such taxable income;
(v) with respect to any withholding taxes arising in connection with the exercise of the Option, through the delivery of a notice that Participant has placed a market sell order with a broker acceptable to the Company with respect to Shares then issuable to Participant pursuant to the Option, and that the broker has been directed to pay a sufficient portion of the net proceeds of the sale to the Participating Company with respect to which the withholding obligation arises in satisfaction of such withholding taxes; provided that payment of such proceeds is then made to the applicable Participating Company at such time as may be required by the Administrator, but in any event not later than the settlement of such sale; or
(vi) in any combination of the foregoing.
(b) With respect to any withholding taxes arising in connection with the Option, in the event Participant fails to provide timely payment of all sums required pursuant to Section 3.4(a), the Company shall have the right and option, but not the obligation, to treat such failure as an election by Participant to satisfy all or any portion of Participant’s required payment obligation pursuant to Section 3.4(a)(ii) or Section 3.4(a)(iii) above, or any combination of the foregoing as the Company may determine to be appropriate. The Company shall not be obligated to deliver any certificate representing Shares issuable with respect to the exercise of the Option to, or to cause any such Shares to be held in book-entry form by, Participant or his or her legal representative unless and until Participant or his or her legal representative shall have paid or otherwise satisfied in full the amount of all federal, state, local and foreign taxes applicable with respect to the taxable income of Participant resulting from the exercise of the Option or any other taxable event related to the Option.
(c) In the event any tax withholding obligation arising in connection with the Option will be satisfied under Section 3.4(a)(iii), then the Company may elect to instruct any brokerage firm determined acceptable to the Company for such purpose to sell on Participant’s behalf a whole number of Shares from those Shares then issuable upon the exercise of the Option as the Company determines to be appropriate to generate cash proceeds sufficient to satisfy the tax withholding obligation and to remit the proceeds of such sale to the Participating Company with respect to which the withholding obligation arises. Participant’s acceptance of this Option constitutes Participant’s instruction and authorization to the
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Company and such brokerage firm to complete the transactions described in this Section 3.4(c), including the transactions described in the previous sentence, as applicable. The Company may refuse to issue any Shares to Participant until the foregoing tax withholding obligations are satisfied, provided that no payment shall be delayed under this Section 3.4(c) if such delay will result in a violation of Section 409A.
(d) Participant is ultimately liable and responsible for all taxes owed in connection with the Option, regardless of any action any Participating Company takes with respect to any tax withholding obligations that arise in connection with the Option. No Participating Company makes any representation or undertaking regarding the treatment of any tax withholding in connection with the awarding, vesting or exercise of the Option or the subsequent sale of Shares. The Participating Companies do not commit and are under no obligation to structure the Option to reduce or eliminate Participant’s tax liability.
ARTICLE IV.
EXERCISE OF OPTION
EXERCISE OF OPTION
4.1 Person Eligible to Exercise. During the lifetime of Participant, only Participant may exercise the Option or any portion thereof. After the death of Participant, any exercisable portion of the Option may, prior to the time when the Option becomes unexercisable under Section 3.3 hereof, be exercised by Participant’s personal representative or by any person empowered to do so under the deceased Participant’s will or under the then Applicable Laws of descent and distribution.
4.2 Partial Exercise. Subject to Section 5.2, any exercisable portion of the Option or the entire Option, if then wholly exercisable, may be exercised in whole or in part at any time prior to the time when the Option or portion thereof becomes unexercisable under Section 3.3 hereof.
4.3 Manner of Exercise. The Option, or any exercisable portion thereof, may be exercised solely by delivery to the Secretary of the Company (or any third-party administrator or other Person designated by the Company), during regular business hours, of all of the following prior to the time when the Option or such portion thereof becomes unexercisable under Section 3.3 hereof:
(a) An exercise notice in a form specified by the Administrator, stating that the Option or portion thereof is thereby exercised, such notice complying with all applicable rules established by the Administrator;
(b) The receipt by the Company of full payment for the Shares with respect to which the Option or portion thereof is exercised, in such form of consideration permitted under Section 4.4 that is acceptable to the Administrator;
(c) The payment of any applicable withholding tax in accordance with Section 3.4;
(d) Any other written representations or documents as may be required in the Administrator’s sole discretion to effect compliance with Applicable Law; and
(e) In the event the Option or portion thereof shall be exercised pursuant to Section 4.1 by any person or persons other than Participant, appropriate proof of the right of such person or persons to exercise the Option.
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Notwithstanding any of the foregoing, the Administrator shall have the right to specify all conditions of the manner of exercise, which conditions may vary by country and which may be subject to change from time to time.
4.4 Method of Payment. Payment of the Exercise Price shall be by any of the following, or a combination thereof, at the election of Participant:
(a) Cash or check;
(b) With the consent of the Administrator, surrender of vested Shares (including, without limitation, Shares otherwise issuable upon exercise of the Option) held for such period of time as may be required by the Administrator in order to avoid adverse accounting consequences and having a Fair Market Value on the date of delivery equal to the aggregate Exercise Price of the Option or exercised portion thereof;
(c) Through the delivery of a notice that Participant has placed a market sell order with a broker acceptable to the Company with respect to Shares then issuable upon exercise of the Option, and that the broker has been directed to pay a sufficient portion of the net proceeds of the sale to the Company in satisfaction of the Exercise Price; provided that payment of such proceeds is then made to the Company at such time as may be required by the Administrator, but in any event not later than the settlement of such sale; or
(d) Any other form of legal consideration acceptable to the Administrator.
4.5 Conditions to Issuance of Shares. The Company shall not be required to issue or deliver any certificate or certificates for any Shares or to cause any Shares to be held in book-entry form prior to the fulfillment of all of the following conditions: (a) the admission of the Shares to listing on all stock exchanges on which such Shares are then listed, (b) the completion of any registration or other qualification of the Shares under any state or federal law or under rulings or regulations of the Securities and Exchange Commission or other governmental regulatory body, which the Administrator shall, in its absolute discretion, deem necessary or advisable, (c) the obtaining of any approval or other clearance from any state or federal governmental agency that the Administrator shall, in its absolute discretion, determine to be necessary or advisable, (d) the receipt by the Company of full payment for such Shares, which may be in one or more of the forms of consideration permitted under Section 4.4, and (e) the receipt of full payment of any applicable withholding tax in accordance with Section 3.4 by the Participating Company with respect to which the applicable withholding obligation arises.
4.6 Rights as Stockholder. Neither Participant nor any person claiming under or through Participant will have any of the rights or privileges of a stockholder of the Company in respect of any Shares purchasable upon the exercise of any part of the Option unless and until certificates representing such Shares (which may be in book-entry form) will have been issued and recorded on the records of the Company or its transfer agents or registrars and delivered to Participant (including through electronic delivery to a brokerage account). No adjustment will be made for a dividend or other right for which the record date is prior to the date of such issuance, recordation and delivery, except as provided in Article VIII of the Plan or Exhibit B. Except as otherwise provided herein, after such issuance, recordation and delivery, Participant will have all the rights of a stockholder of the Company with respect to such Shares, including, without limitation, the right to receipt of dividends and distributions on such Shares.
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ARTICLE V.
OTHER PROVISIONS
OTHER PROVISIONS
5.1 Administration. The Administrator shall have the power to interpret the Plan, the Grant Notice (including Exhibit B) and this Agreement and to adopt such rules for the administration, interpretation and application of the Plan, the Grant Notice (including Exhibit B) and this Agreement as are consistent therewith and to interpret, amend or revoke any such rules. All actions taken and all interpretations and determinations made by the Administrator will be final and binding upon Participant, the Company and all other interested persons. To the extent allowable pursuant to Applicable Law, no member of the Committee or the Board will be personally liable for any action, determination or interpretation made with respect to the Plan, the Grant Notice (including Exhibit B) or this Agreement.
5.2 Whole Shares. The Option may only be exercised for whole Shares.
5.3 Option Not Transferable. The Option shall be subject to the restrictions on transferability set forth in Section 9.1 of the Plan.
5.4 Adjustments. The Administrator may accelerate the vesting of all or a portion of the Option in such circumstances as it, in its sole discretion, may determine. Participant acknowledges that the Option is subject to adjustment, modification and termination in certain events as provided in this Agreement, Exhibit B and the Plan, including Article VIII of the Plan.
5.5 Notices. Any notice to be given under the terms of this Agreement to the Company shall be addressed to the Company in care of the Secretary of the Company at the Company’s principal office, and any notice to be given to Participant shall be addressed to Participant at Participant’s last email or physical address reflected on the Company’s records. By a notice given pursuant to this Section 5.5, either party may hereafter designate a different address for notices to be given to that party. Any notice shall be deemed duly given when sent via email (provided no transmission error is received by sender) or when sent by certified mail (return receipt requested) and deposited (with postage prepaid) in a post office or branch post office regularly maintained by the United States Postal Service.
5.6 Titles. Titles are provided herein for convenience only and are not to serve as a basis for interpretation or construction of this Agreement.
5.7 Governing Law. The laws of the State of Texas shall govern the interpretation, validity, administration, enforcement and performance of the terms of this Agreement regardless of the law that might be applied under principles of conflicts of laws.
5.8 Conformity to Securities Laws. Participant acknowledges that the Plan, the Grant Notice and this Agreement are intended to conform to the extent necessary with all Applicable Laws, including, without limitation, the provisions of the Securities Act and the Exchange Act, and any and all regulations and rules promulgated thereunder by the Securities and Exchange Commission and state securities laws and regulations. Notwithstanding anything herein to the contrary, the Plan shall be administered, and the Option is granted and may be exercised, only in such a manner as to conform to Applicable Laws. To the extent permitted by Applicable Laws, the Plan, the Grant Notice and this Agreement shall be deemed amended to the extent necessary to conform to Applicable Laws.
5.9 Amendment, Suspension and Termination. To the extent permitted by the Plan, this Agreement may be wholly or partially amended or otherwise modified, suspended or terminated at any time or from time to time by the Administrator or the Board, provided that, except as may otherwise be
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provided by the Plan, no amendment, modification, suspension or termination of this Agreement shall adversely affect the Option in any material respect without the prior written consent of Participant. For the avoidance of doubt, nothing in this Agreement shall prevent the Administrator from modifying or amending the Plan in accordance with its terms.
5.10 Successors and Assigns. The Company may assign any of its rights under this Agreement to single or multiple assignees that are Affiliates of the Company or successors to all or substantially all of the Company’s business or assets, and this Agreement shall inure to the benefit of the successors and assigns of the Company. Subject to the restrictions on transfer set forth in Section 5.3 and the Plan, this Agreement shall be binding upon and inure to the benefit of the heirs, legatees, legal representatives, successors and assigns of the parties hereto.
5.11 Limitations Applicable to Section 16 Persons. Notwithstanding any other provision of the Plan or this Agreement, if Participant is subject to Section 16 of the Exchange Act, the Plan, the Option, the Grant Notice and this Agreement shall be subject to any additional limitations set forth in any applicable exemptive rule under Section 16 of the Exchange Act (including any amendment to Rule 16b-3 of the Exchange Act) that are requirements for the application of such exemptive rule. To the extent permitted by Applicable Laws, this Agreement shall be deemed amended to the extent necessary to conform to such applicable exemptive rule.
5.12 Not a Contract of Service Relationship. Nothing in this Agreement or in the Plan shall confer upon Participant any right to continue to serve as an employee or other service provider of any Participating Company or shall interfere with or restrict in any way the rights of any Participating Company, which rights are hereby expressly reserved, to discharge or terminate the services of Participant at any time for any reason whatsoever, with or without Cause, except to the extent (a) expressly provided otherwise in the Employment Agreement or any other written agreement between a Participating Company and Participant or (b) where such provisions are not consistent with applicable foreign or local laws, in which case such applicable foreign or local laws shall control.
5.13 Entire Agreement. The Plan, the Grant Notice (including Exhibit B) and this Agreement (including any exhibit hereto) constitute the entire agreement of the parties and supersede in their entirety all prior undertakings and agreements of the Company and Participant with respect to the subject matter hereof.
5.14 Section 409A. This Option is not intended to constitute “nonqualified deferred compensation” within the meaning of Section 409A. However, notwithstanding any other provision of the Plan, the Grant Notice or this Agreement, if at any time the Administrator determines that this Option (or any portion thereof) may be subject to Section 409A, the Administrator shall have the right in its sole discretion (without any obligation to do so or to indemnify Participant or any other Person for failure to do so) to adopt such amendments to the Plan, the Grant Notice or this Agreement, or adopt other policies and procedures (including amendments, policies and procedures with retroactive effect), or take any other actions, as the Administrator determines are necessary or appropriate for this Option either to be exempt from the application of Section 409A or to comply with the requirements of Section 409A.
5.15 Agreement Severable. In the event that any provision of the Grant Notice or this Agreement is held invalid or unenforceable, such provision will be severable from, and such invalidity or unenforceability will not be construed to have any effect on, the remaining provisions of the Grant Notice or this Agreement.
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5.16 Limitation on Participant’s Rights. Participation in the Plan confers no rights or interests other than as herein provided. This Agreement creates only a contractual obligation on the part of the Company as to amounts payable and shall not be construed as creating a trust. Neither the Plan nor any underlying program, in and of itself, has any assets. Participant shall have only the right to receive Shares as a general unsecured creditor with respect to the Option, as and when exercised pursuant to the terms hereof.
5.17 Counterparts. The Grant Notice may be executed in one or more counterparts, including by way of any electronic signature, subject to Applicable Law, each of which shall be deemed an original and all of which together shall constitute one instrument.
5.18 Broker-Assisted Sales. In the event of any broker-assisted sale of Shares in connection with the payment of withholding taxes as provided in Section 3.4(c) or the payment of the Exercise Price as provided in Section 4.4(c): (a) any Shares to be sold through a broker-assisted sale will be sold on the day the tax withholding obligation or exercise of the Option, as applicable, occurs or arises, or as soon thereafter as practicable, (b) such Shares may be sold as part of a block trade with other participants in the Plan in which all participants receive an average price, (c) Participant will be responsible for all broker’s fees and other costs of sale, and Participant agrees to indemnify and hold the Company harmless from any losses, costs, damages or expenses relating to such sale, (d) to the extent the proceeds of such sale exceed the applicable tax withholding obligation or Exercise Price, the Company agrees to pay such excess in cash to Participant as soon as reasonably practicable, (e) Participant acknowledges that the Company or its designee is under no obligation to arrange for such sale at any particular price, and that the proceeds of any such sale may not be sufficient to satisfy the applicable tax withholding obligation or Exercise Price, and (f) in the event the proceeds of such sale are insufficient to satisfy the applicable tax withholding obligation, Participant agrees to pay immediately upon demand to the Participating Company with respect to which the withholding obligation arises an amount in cash sufficient to satisfy any remaining portion of the applicable Participating Company’s withholding obligation.
5.19 Clawback. The Option (including any proceeds, gains or other economic benefit actually or constructively received by Participant upon any receipt or exercise of the Option or upon the receipt or resale of any Shares underlying the Option) will be subject to any Company clawback policy as in effect from time to time, including any clawback policy adopted to comply with Applicable Laws or applicable stock exchange listing requirements (including the Dodd-Frank Wall Street Reform and Consumer Protection Act and any rules or regulations promulgated thereunder).
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EXHIBIT B
TO STOCK OPTION GRANT NOTICE
PERFORMANCE GOALS
Section 1.1 Definitions.
(a) “CIC Price” shall mean the amount of cash and the fair market value of any securities or other property paid as consideration, on a per Share basis, to the Company’s stockholders (and if less than all of the Company’s stockholders’ shares are impacted by such Change in Control, then the consideration paid, on a per Share basis, to the Company stockholders who receive consideration) in a Change in Control (or to be paid as consideration to the Company in a Change in Control instead of to Company stockholders, for example in a Change in Control pursuant to the sale of Company assets, measured on a per Share basis had such amounts been paid to the Company’s stockholders). If any such consideration consists in whole or in part of non-cash consideration, the Administrator will determine the value of the non-cash per Share consideration for purposes of the Agreement and this Exhibit B in its good faith discretion.
(b) “Cliff Vest Condition” shall mean Participant shall not have incurred a Termination of Service prior to the expiration of the Cliff Vest Period.
(c) “Cliff Vest Period” shall mean the period beginning on the Grant Date and ending on the third (3rd) anniversary of the Grant Date.
(d) “Determination Date” shall mean any date during the Performance Period on which the Administrator determines that a Market Capitalization Milestone (as set forth in Table 1 below) has been achieved.
(e) “Market Capitalization” shall mean, with respect to any particular date which is a trading day, the product of (i) the total number of the Company’s shares of Class A common stock and Class B common stock outstanding (on an as-converted basis), as of the close of such date, and (ii) the volume-weighted average price per share of the Company’s Class A common stock on the principal exchange on which such shares are traded over ninety (90) consecutive trading days ending on and including such date (the “VWAP”).
(f) “Market Capitalization Milestone” shall mean the applicable market capitalization threshold for any Tranche (as defined below), as set forth in Table 1 below.
(g) “Performance Period” shall mean the period beginning on the Grant Date and ending on the eighth (8th) anniversary of the Grant Date.
Section 1.2 Achievement. Subject to Sections 3.1(c) and 3.1(d) of the Agreement, in order for any portion of the Option to become vested and exercisable, both a Market Capitalization Milestone and a “time-vesting” requirement must be satisfied as set forth herein.
(a) As detailed in Table 1 below, the Option is divided into nine (9) tranches (each, a “Tranche”). Each Tranche is numbered from 1 through 9 and represents a portion of the Total Number of Options covering the number of Shares specified next to the applicable Tranche number in Table 1 below.
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(b) During the Performance Period, the Option shall be eligible to become earned as of a Determination Date based on the achievement of the applicable Market Capitalization Milestones set forth in Table 1, subject to Participant’s continued service with a Participating Company through the applicable Determination Date (except as provided in Sections 3.1(c) and 3.1(d) of the Agreement). Subject to Sections 3.1(c) and 3.1(d) of the Agreement, any portion of the Option earned under a Tranche in accordance with this Section 1.2(b) (each, an “Earned Option”) prior to the expiration of the Cliff Vest Period will continue to remain subject to time-based vesting and shall be forfeited if Participant incurs a Termination of Service prior to the expiration of the Cliff Vest Period. Following satisfaction of the Cliff Vest Condition, any Earned Option (i) earned during the Cliff Vest Period will become immediately vested and exercisable as of immediately following the expiration of the Cliff Vest Period and (ii) earned following the satisfaction of the Cliff Vest Condition will become immediately vested and exercisable as of the applicable Determination Date, subject to Participant not having incurred a Termination of Service through such applicable date (except as provided in Sections 3.1(c) and 3.1(d) of the Agreement).
Table 1 – Market Capitalization Milestones
Tranche | Market Capitalization Milestone | Portion of Option Subject to Tranche | ||||||
1 | $3.0 billion | 167,000 | ||||||
2 | $4.5 billion | 167,000 | ||||||
3 | $6.0 billion | 167,000 | ||||||
4 | $7.5 billion | 167,000 | ||||||
5 | $9.0 billion | 167,000 | ||||||
6 | $10.5 billion | 167,000 | ||||||
7 | $12.0 billion | 167,000 | ||||||
8 | $13.5 billion | 167,000 | ||||||
9 | $15.0 billion | 164,000 | ||||||
Total | 1,500,000 | |||||||
(c) No Tranche shall become an Earned Option until the Administrator certifies that the requisite Market Capitalization Milestone for the applicable Tranche has been satisfied on the applicable Determination Date. The Administrator will determine in its sole and reasonable discretion whether the applicable Market Capitalization Milestone has been achieved during the Performance Period; provided, that such determination shall be made as soon as practicable following the applicable Market Capitalization Milestone being achieved (or, if applicable, following the end of the Cliff Vest Period), and in any case, within sixty (60) days of the applicable Market Capitalization Milestone being achieved (or the expiration of the Cliff Vest Period, as applicable). Notwithstanding anything to the contrary in the Agreement (including Section 3.1(b) thereof) or this Exhibit B, if Participant incurs a Termination of Service by the Company without Cause or due to Participant’s resignation for Good Reason on or following the date on which a Market Capitalization Milestone is achieved but prior to the applicable Determination Date, then, subject to Participant’s timely execution and non-revocation of a Release, the Tranche(s) corresponding to such Market Capitalization Milestone(s) shall not be forfeited on the Cessation Date, shall remain outstanding pending the Administrator’s determination in accordance
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with this Section 1.2(c), and, upon such determination, shall become Earned Options and shall vest and become exercisable to the same extent and at the same time as if Participant had remained in continuous service with a Participating Company through the applicable Determination Date; provided, that if such Cessation Date occurs prior to the expiration of the Cliff Vest Period, such Earned Options shall become vested and exercisable in accordance with Section 3.1(c) of the Agreement.
(d) Subject to the other terms of this Exhibit B, in order for a particular Tranche to become an Earned Option, the Market Capitalization Milestone set forth next to such Tranche must be achieved during the Performance Period. More than one (1) Tranche may become an Earned Option simultaneously as of any Determination Date. For the avoidance of doubt, no portion of a Tranche shall be eligible to become an Earned Option for any Market Capitalization amount achieved between the applicable Market Capitalization Milestones. Once a Tranche becomes an Earned Option, such classification shall not be affected by any subsequent changes (decreases) in Market Capitalization.
(e) The Administrator may, in its reasonable and good faith discretion, adjust the Market Capitalization Milestone thresholds and/or measured results to reflect the impact of any extraordinary transaction, event or development occurring during the Performance Period, including mergers, acquisitions, spin-offs and similar transactions that are consummated, stock splits, reverse stock splits, extraordinary distributions, share repurchases, recapitalizations and reorganizations (each, a “Corporate Event”), in each case, as necessary to prevent the dilution or enlargement or impairment of Participant’s rights under the Option. The Administrator shall make any such adjustment reasonably promptly (and in any event within thirty (30) days) following the applicable Corporate Event and, if Participant submits a written request, shall promptly provide Participant with an opportunity to discuss such adjustment, and the basis therefor, in reasonable detail. The parties acknowledge and agree that the Administrator shall adopt guidelines for addressing positive and negative adjustments to Company equity compensation performance metrics in connection with Corporate Events, and the Administrator shall make adjustments required by and apply such guidelines in making any adjustment hereunder in its reasonable and good faith discretion. The Company shall provide Participant with a copy of any such guidelines, and any amendment thereto, promptly following adoption.
Section 1.3 Determination of an Earned Option upon a Change in Control. In the event of the occurrence of a Change in Control prior to the end of the Performance Period, the VWAP for purposes of determining the achievement of the Market Capitalization Milestones shall be deemed to be the CIC Price and the Administrator shall assess and certify whether the Market Capitalization Milestones have been attained in connection with such Change in Control. The corresponding Tranche(s) of the Option for which the applicable Market Capitalization Milestone(s) have not been attained, if any, shall thereupon be forfeited automatically for no consideration, and any Earned Option for which the applicable Market Capitalization Milestone(s) have been attained as of such Change in Control shall fully vest as of such Change in Control (without regard to any time-vesting conditions).
Section 1.4 Final Determination Date. Upon expiration of the Performance Period, the Administrator shall determine whether on such date (the “Final Determination Date”) any Tranche shall be eligible to become an Earned Option pursuant to Sections 1.2(b) through 1.2(d) hereof. Subject to Sections 3.1(c) and 3.1(d) of the Agreement, any and all Tranches which have not become an Earned Option as of the Final Determination Date shall be automatically forfeited immediately following the expiration of the Performance Period (or, pending the Administrator’s determination in accordance with this Section 1.4, the Final Determination Date, if later).
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Exhibit 31.1
CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER PURSUANT TO
RULES 13a-14(a) AND 15d-14(a) UNDER THE SECURITIES EXCHANGE ACT OF 1934,
AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Dylan Taylor, certify that:
1.I have reviewed this Quarterly Report on Form 10-Q of Voyager Technologies, Inc.;
2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:
(a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b)[Omitted];
(c)Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d)Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
5.The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
(a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
(b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
Date: November 3, 2026 | By: | /s/ Dylan Taylor | ||||||
| Dylan Taylor | ||||||||
Chief Executive Officer (principal executive officer) | ||||||||
Exhibit 31.2
CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER PURSUANT TO
RULES 13a-14(a) AND 15d-14(a) UNDER THE SECURITIES EXCHANGE ACT OF 1934,
AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Filipe De Sousa, certify that:
1.I have reviewed this Quarterly Report on Form 10-Q of Voyager Technologies, Inc.;
2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:
(a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b)[Omitted];
(c)Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d)Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
5.The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
(a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
(b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
Date: November 3, 2026 | By: | /s/ Filipe De Sousa | ||||||
| Filipe De Sousa | ||||||||
Chief Financial Officer (principal financial officer) | ||||||||
Exhibit 32.1
CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER PURSUANT TO
18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report on Form 10-Q of Voyager Technologies, Inc. (the “Company”) for the fiscal quarter ended September 30, 2026, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that, to the best of my knowledge:
(1)The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and
(2)The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
Date: November 3, 2026 | By: | /s/ Dylan Taylor | ||||||
| Dylan Taylor | ||||||||
Chief Executive Officer (principal executive officer) | ||||||||
Exhibit 32.2
CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER PURSUANT TO
18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report on Form 10-Q of Voyager Technologies, Inc. (the “Company”) for the fiscal quarter ended September 30, 2026, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that, to the best of my knowledge:
(1)The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and
(2)The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
Date: November 3, 2026 | By: | /s/ Filipe De Sousa | ||||||
| Filipe De Sousa | ||||||||
Chief Financial Officer (principal financial officer) | ||||||||