KVH INDUSTRIES INC \DE\
For the period ended Sep 30, 2026. Filed Nov 5, 2026.
View on SEC.govAbout this filing
A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Sep 30, 2026 · Filed Nov 5, 2026
KVHI$6.44+6.6%Stored close · as of Nov 6, 2026
What changed in Risk Factors?
Read the current filingPrevious report: 10-Q
Period ended 2026-06-30; filed 2026-08-06.
0001007587-26-000026
Item 1A. RISK FACTORSUNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDSCurrent report: 10-Q
Period ended 2026-09-30; filed 2026-11-05.
0001007587-26-000031
Item 1A. RISK FACTORSUNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDSThe baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.
Compared 7 previous paragraphs and 23 current paragraphs.
2 unchanged; 5 reworded; 16 added; 0 removed; 0 previous and 0 current paragraphs rearranged.
Tables are not compared: 1 previous and 1 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.
A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.
Added paragraphs (16)
Current report
An investment in our common stock involves a high degree of risk. You should carefully consider the following risk factors in evaluating our business. If any of these risks, or other risks not presently known to us or that we currently believe are not significant, develops into an actual event, then our business, financial condition and results of operations could be adversely affected. If that happens, the market price of our common stock could decline.
Current report
We depend on Starlink for a substantial and growing portion of our revenue and margins, and any adverse change in our relationship with Starlink, or any disruption in Starlink’s services, would materially and adversely affect our business.
Current report
Since we began selling Starlink terminals in March 2023 and became a Starlink authorized hardware and airtime reseller in September 2023, Starlink services and products have become our fastest-growing services and products. For the three months ended September 30, 2026, LEO service sales, the substantial majority of which were Starlink services, represented 58% of our service sales, compared to 39% for the three months ended September 30, 2025. Service sales represented 87% of our consolidated net sales for the nine months ended September 30, 2026. At the same time, demand for our VSAT services has continued to decline. As a result, our revenue is increasingly concentrated in services and products supplied by a single third party over which we have no control.
Current report
Any reduction in the availability of Starlink services or terminals to us, any loss of our authorized reseller status, or any material deterioration in the terms on which Starlink supplies us would likely cause a significant decline in our revenue or margins, and we may be unable to offset such a decline with sales of other services. We are currently in discussions with Starlink regarding a renegotiation of our existing agreement, which would apply to both the unused data under the existing agreement and the purchase of additional data. We anticipate that, as a result of recent Starlink price increases, the terms of any new arrangement will be less favorable than the terms of our existing arrangement and include price increases. Alternative LEO capacity, such as Eutelsat OneWeb, may not be available in sufficient quantities, on comparable terms, or with the performance characteristics our customers expect, and switching customers to an alternative service would be costly and time-consuming and could result in customer losses. Our ability to sell Starlink services in a given market also depends on Starlink’s licenses, spectrum authorizations and relationships with U.S. and foreign governments, none of which we control, and any loss or restriction of those authorizations, or any new sanctions or export controls affecting Starlink, could prevent us from serving customers in affected markets.
Current report
We must generate a certain level of service sales in order to maintain or improve our service gross margins.
Current report
As a result of our VSAT global satellite network infrastructure, we incur certain costs that generally do not vary directly in proportion to the volume of service sales, and we have limited ability to reduce these fixed costs. If VSAT service sales, including through our AgilePlans subscription model, continue to decline, our service gross margins may decline, particularly if the contractual minimum expenditure requirements of our VSAT airtime supply agreements continue to require us to make payments in excess of our needs. The failure to improve our global VSAT service gross margins and unit sales would have a material adverse effect on our overall profitability.
Current report
In the fourth quarter of 2025, we entered into an agreement to purchase a large block of Starlink Global Business data for $45.0 million at favorable rates. We prepaid $5.0 million of this amount during the fourth quarter of 2025, an additional $10.0 million in January 2026 and additional payments of $6.0 million in each of February 2026, May 2026 and August 2026. Under this agreement, the remaining balance of $12.0 million is payable in two quarterly payments through the first quarter of 2027. We are currently in discussions with Starlink regarding a renegotiation of this agreement that would apply to both the unused data under the existing agreement and the purchase of additional data. We anticipate that, as a result of recent Starlink price increases, the terms of any new arrangement will be less favorable than the terms of our existing arrangement and include price increases, which could adversely affect our service gross margins. There can be no assurance that we will enter into a new arrangement on acceptable terms or at all, and if we do not, our revenue, profitability and cash flows will be materially and adversely affected. Any delay in reaching a new arrangement could also adversely affect our results.
Current report
Increasingly intense competition may limit our ability to sell our services and products.
Current report
The mobile connectivity market is intensely competitive, and we expect the intensity of competition to continue to increase in the future. We may not be able to compete successfully against current and future competitors, which would impair our ability to sell our services and products. We are facing significant competition from companies that seek to compete primarily on price and from both current LEO services, such as Starlink and Eutelsat OneWeb, and future LEO services, such as Amazon Leo (previously Kuiper), Telesat, and others. Competition from these sources increased dramatically in the last three years and continues in 2026, leading to material and ongoing reductions in our VSAT subscriber base. These companies may continue to implement price reductions and discounts for both services and products, which have required us to reduce our prices or offer discounts in an effort to mitigate erosion of our market share. Additional price reductions or discounts may cause us to record additional write-downs to the value of our inventory. The majority of our customers have no long-term commitment and can switch providers without penalty. For example, AgilePlans customers are on month-to-month agreements.
Current report
Many competitors have greater financial resources than we do, enabling them to operate at lower margins to gain market share.
Current report
Some of the companies that we depend on to supply us with capacity on satellite communications networks may vertically integrate by introducing their own services and products to compete with ours, which might motivate them to stop providing satellite network capacity to us, or to make it available on less favorable terms.
Current report
Although KVH is a Tier 1 reseller of Starlink services and terminals, we continue to face competitive challenges both from Starlink direct sales as well as from an expanding network of other Starlink resellers. The barrier to entry for reselling services like Starlink is relatively low, and Starlink may change the services or plans available to resellers, appoint additional resellers in our markets, or reduce or eliminate its use of resellers. For example, Starlink has closed its reseller channel for its Starlink Business service, which is used primarily for coastal and land-based applications. Starlink continues to offer its Global Business service, which accounts for the substantial majority of our Starlink business, through resellers, including KVH. A significant number of leisure customers have adopted Starlink systems for both two-way communications as well as streaming, which has impacted both our VSAT Broadband and TracVision satellite TV businesses. While we did increase our subscriber count in every quarter since the second quarter of 2024, spurred by an increase in subscribers for Starlink service provided by KVH, the total number of our subscribers declined in the third and fourth quarters of 2023 and the first quarter of 2024. If we are unable to sustain growth, it would have a material adverse effect on our revenue, profitability, and cash flow.
Current report
In the maritime market for high-speed Internet, voice, and data services, we have historically competed primarily with Marlink, Navarino, Speedcast and Viasat/Inmarsat, along with smaller, single-hub regional services to deliver VSAT service. Additionally, we are facing meaningful competition from new LEO-focused providers such as Starlink and Eutelsat OneWeb and an emerging group of smaller providers, such as Clarus, Pivotel, Elcome and Station Satcom. We also face competition from providers of low-speed data services, which include Viasat/Inmarsat and Iridium. In the maritime market for satellite TV equipment, we compete primarily with Intellian, Cobham and Raymarine (Intellian-made). In the maritime market for two-way communications equipment, we compete primarily with Intellian and Cobham. In the markets for media content, the KVH Media Group competes primarily with Swank Motion Pictures, Baze Technology, FrontM and PressReader. Some of our competitors are well-established companies that have substantially greater financial, managerial, technical, marketing, personnel, and other resources than we do, which may help them to compete more effectively against us.
Reworded paragraphs (5)
Previous wording
There are many risks and uncertainties that can affect our future business, financial performance or results of operations. In addition to the other information set forth in this report, please review and consider the information regarding certain factors that could materially affect our business, financial condition or future results set forth in the section entitled "Risk Factors" in Item 1A of Part I of our annual report on Form 10-K for the year ended December 31, 2025. There have been no material changes to these risk factors during the quarter ended June 30, 2026.
Current wording
There are many risks and uncertainties that can affect our future business, financial performance or results of operations. In addition to the other information set forth in this report, please review and consider the information regarding certain factors that could materially affect our business, financial condition or future results set forth in the section entitled "Risk Factors" in Item 1A of Part I of our annual report on Form 10-K for the year ended December 31, 2025. Except as set forth below, there have been no material changes to these risk factors during the quarter ended September 30, 2026.
Previous wording
On December 9, 2024, our Board of Directors authorized a share repurchase program pursuant in which we may purchase outstanding shares of our common stock for an aggregate purchase price of up to $10 million. On March 6, 2026, our Board of Directors authorized an increase in the size of the repurchase program from $10 million to $15 million.
Current wording
On December 9, 2024, our Board of Directors authorized a share repurchase program pursuant to which we could purchase outstanding shares of our common stock for an aggregate purchase price of up to $10.0 million. On March 6, 2026, our Board of Directors authorized an increase in the size of the repurchase program from $10.0 million to $15.0 million. As of September 30, 2026, we completed repurchases totaling $15.0 million and fully exhausted the authorized amount available under the repurchase program. Accordingly, no repurchase capacity remained under the program as of September 30, 2026.
Previous wording
Under the program, we, at management’s discretion, may repurchase shares from time to time through various means, including on the open market, in privately negotiated transactions or block transactions, or through an accelerated repurchase agreement. We may elect to make purchases under Rule 10b-18 under the Exchange Act which imposes certain volume limitations, and/or under Rule 10b5-1 under that act, which would permit repurchases to occur during periods when we might otherwise be precluded from making purchases under insider trading laws or our company policy. The volume and timing of any such repurchases will depend on a variety of factors, including the availability of shares, price, market conditions, alternative uses of capital, liquidity, general business conditions, satisfaction of debt covenants, and applicable regulatory requirements. The program does not obligate us to repurchase any minimum number or dollar amount of shares, and the program may be modified, suspended or terminated at any time without prior notice.
Current wording
Under the program, we, at management’s discretion, could repurchase shares from time to time through various means, including on the open market, in privately negotiated transactions or block transactions, or through an accelerated repurchase agreement. We elected to make purchases pursuant to Rule 10b-18 under the Securities Exchange Act of 1934, as amended, which imposed certain volume limitations, and/or pursuant to Rule 10b5-1 under that act, which permitted repurchases to occur during periods when we might otherwise have been precluded from making purchases under insider trading laws or our company policy. The volume and timing of repurchases depended on a variety of factors, including the availability of shares, price, market conditions, alternative uses of capital, liquidity, general business conditions, satisfaction of debt covenants, and applicable regulatory requirements. The program did not obligate us to repurchase any minimum number or dollar amount of shares, and the program could have been modified, suspended or terminated at any time without prior notice.
Previous wording
During the three months ended June 30, 2026, we repurchased 253,792 shares of common stock in open market transactions at a cost of approximately $2.3 million. During the six months ended June 30, 2026, we repurchased 288,078 shares of common stock in open market transactions at a cost of approximately $2.5 million. Except as noted above, there were no other repurchase programs outstanding.
Current wording
During the three months ended September 30, 2026, we repurchased 1,179,506 shares of common stock in open market transactions at a cost of approximately $10.7 million. During the nine months ended September 30, 2026, we repurchased 1,467,584 shares of common stock in open market transactions at a cost of approximately $13.3 million.
Previous wording
During the three and six months ended June 30, 2026, no vested restricted shares were surrendered to us in satisfaction of tax withholding obligations.
Current wording
During the three and nine months ended September 30, 2026, no vested restricted shares were surrendered to us in satisfaction of tax withholding obligations.