VOYG · Voyager Technologies, Inc. · Financials

On September 28, 2026, Voyager Technologies, Inc. (the “Company”) issued $402,500,000 aggregate principal amount of its 0% Convertible Senior Notes due 2032 (the “Notes”). The Notes were issued pursuant to, and are governed by, an indenture (the “Indenture”), dated as of September 28, 2026, between the Company and U.S. Bank Trust Company, National Association, as trustee (the “Trustee”). Pursuant to the purchase agreement between the Company and the representatives of the initial purchasers of the Notes, the Company granted the initial purchasers an option to purchase, for settlement within a period of 13 calendar days from, and including, the date the Notes are first issued, up to an additional $52,500,000 aggregate principal amount of Notes. The Notes issued on September 28, 2026 include $52,500,000 aggregate principal amount of Notes issued pursuant to the full exercise by the initial purchasers of such option.

Issuer evidence: On September 28, 2026, Voyager Technologies, Inc. (the “Company”) issued $402,500,000 aggregate principal amount of its 0% Convertible Senior Notes due 2032 (the “Notes”). The Notes were issued pursuant to, and are governed by, an indenture (the “Indenture”), dated as of September 28, 2026, between the Company and U.S. Bank Trust Company, National Association, as trustee (the “Trustee”). Pursuant to the purchase agreement between the Company and the representatives of the initial purchasers of the Notes, the Company granted the initial purchasers an option to purchase, for settlement within a period of 13 calendar days from, and including, the date the Notes are first issued, up to an additional $52,500,000 aggregate principal amount of Notes. The Notes issued on September 28, 2026 include $52,500,000 aggregate principal amount of Notes issued pursuant to the full exercise by the initial purchasers of such option.

Supporting evidence: The Notes will not bear regular interest, and the principal amount of the Notes will not accrete. However, special interest and additional interest may accrue on the Notes at a rate per annum not exceeding 0.50% upon the occurrence of certain events relating to the failure to file certain SEC reports or to remove certain restrictive legends from the Notes. The Notes will mature on October 15, 2032, unless earlier repurchased, redeemed or converted. Before July 15, 2032, noteholders will have the right to convert their Notes only upon the occurrence of certain events. From and after July 15, 2032, noteholders may convert their Notes at any time at their election until the close of business on the second scheduled trading day immediately before the maturity date. The Company will settle conversions by paying or delivering, as applicable, cash, shares of its Class A common stock or a combination of cash and shares of its Class A common stock, at the Company’s election. The initial conversion rate is 24.4978 shares of the Company’s Class A common stock per $1,000 principal amount of Notes, which represents an initial conversion price of approximately $40.82 per share of the Company’s Class A common stock. The conversion rate and conversion price will be subject to customary adjustments upon the occurrence of certain events. In addition, if certain corporate events that constitute a “Make-Whole Fundamental Change” (as defined in the Indenture) occur, then the conversion rate will, in certain circumstances, be increased for a specified period of time.

Supporting evidence: On September 28, 2026, Voyager Technologies, Inc. (the “Company”) issued $402,500,000 aggregate principal amount of its 0% Convertible Senior Notes due 2032 (the “Notes”). The Notes were issued pursuant to, and are governed by, an indenture (the “Indenture”), dated as of September 28, 2026, between the Company and U.S. Bank Trust Company, National Association, as trustee (the “Trustee”). Pursuant to the purchase agreement between the Company and the representatives of the initial purchasers of the Notes, the Company granted the initial purchasers an option to purchase, for settlement within a period of 13 calendar days from, and including, the date the Notes are first issued, up to an additional $52,500,000 aggregate principal amount of Notes. The Notes issued on September 28, 2026 include $52,500,000 aggregate principal amount of Notes issued pursuant to the full exercise by the initial purchasers of such option.

“Notes” means the 0% Convertible Senior Notes due 2032 issued by the Company pursuant to this Indenture.

Issuer evidence: INDENTURE, dated as of September 28, 2026, between Voyager Technologies, Inc., a Texas corporation, as issuer (the “Company”), and U.S. Bank Trust Company, National Association, as trustee (the “Trustee”).

Supporting evidence: Each party to this Indenture (as defined below) agrees as follows for the benefit of the other party and for the equal and ratable benefit of the Holders (as defined below) of the Company’s 0% Convertible Senior Notes due 2032 (the “Notes”).

Supporting evidence: “Notes” means the 0% Convertible Senior Notes due 2032 issued by the Company pursuant to this Indenture.

Supporting evidence: “Notes” means the 0% Convertible Senior Notes due 2032 issued by the Company pursuant to this Indenture.

This Note is one of a duly authorized issue of notes of Voyager Technologies, Inc., a Texas corporation (the “Company”), designated as its 0% Convertible Senior Notes due 2032 (the “Notes”), all issued or to be issued pursuant to an indenture, dated as of September 28, 2026 (as the same may be amended from time to time, the “Indenture”), between the Company and U.S. Bank Trust Company, National Association, as trustee. Capitalized terms used in this Note without definition have the respective meanings ascribed to them in the Indenture.

Issuer evidence: INDENTURE, dated as of September 28, 2026, between Voyager Technologies, Inc., a Texas corporation, as issuer (the “Company”), and U.S. Bank Trust Company, National Association, as trustee (the “Trustee”).

Supporting evidence: This Note is one of a duly authorized issue of notes of Voyager Technologies, Inc., a Texas corporation (the “Company”), designated as its 0% Convertible Senior Notes due 2032 (the “Notes”), all issued or to be issued pursuant to an indenture, dated as of September 28, 2026 (as the same may be amended from time to time, the “Indenture”), between the Company and U.S. Bank Trust Company, National Association, as trustee. Capitalized terms used in this Note without definition have the respective meanings ascribed to them in the Indenture.

Supporting evidence: This Note is one of a duly authorized issue of notes of Voyager Technologies, Inc., a Texas corporation (the “Company”), designated as its 0% Convertible Senior Notes due 2032 (the “Notes”), all issued or to be issued pursuant to an indenture, dated as of September 28, 2026 (as the same may be amended from time to time, the “Indenture”), between the Company and U.S. Bank Trust Company, National Association, as trustee. Capitalized terms used in this Note without definition have the respective meanings ascribed to them in the Indenture.