Iridium Communications Inc.

Previous wording

This report contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. For this purpose, any statements contained herein that are not statements of historical fact may be deemed to be forward-looking statements. Such forward-looking statements include those that express plans, anticipation, intent, contingencies, goals, targets or future development or otherwise are not statements of historical fact. Without limiting the foregoing, the words “believe,” “anticipate,” “plan,” “expect,” “intend” and similar expressions are intended to identify forward-looking statements. These forward-looking statements are based on our current expectations and projections about future events, and they are subject to risks and uncertainties, known and unknown, that could cause actual results and developments to differ materially from those expressed or implied in such statements. The important factors described under the caption “Risk Factors” in our Annual Report on Form 10-K for the fiscal year ended December 31, 2024, filed on February 13, 2025, could cause actual results to differ materially from those indicated by forward-looking statements made herein. We undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

Current wording

This report contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. For this purpose, any statements contained herein that are not statements of historical fact may be deemed to be forward-looking statements. Such forward-looking statements include those that express plans, anticipation, intent, contingencies, strategies, goals, targets or future developments, market trends, expected competition or otherwise are not statements of historical fact. Without limiting the foregoing, the words “believe,” “anticipate,” “plan,” “expect,” “intend” and similar expressions are intended to identify forward-looking statements. These forward-looking statements are based on our current expectations and projections about future events, and they are subject to risks and uncertainties, known and unknown, that could cause actual results and developments to differ materially from those expressed or implied in such statements. The important factors described under the caption “Risk Factors” in our Annual Report on Form 10-K for the fiscal year ended December 31, 2024, filed on February 13, 2025, as updated and supplemented by this Form 10-Q, could cause actual results to differ materially from those indicated by forward-looking statements made herein. We undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

Previous wording

We provide voice and data communications services to businesses, the U.S. and foreign governments, non-governmental organizations and consumers via our satellite network, which has an architecture of 66 operational satellites with in-orbit spares and related ground infrastructure. We utilize an interlinked mesh architecture to route traffic across the satellite constellation using radio frequency crosslinks between satellites. This unique architecture minimizes the need for ground facilities to support the constellation, which facilitates the global reach of our services and allows us to offer services in countries and regions where we have no physical presence.

Current wording

We provide voice and data communications services to businesses, U.S. and foreign governments, non-governmental organizations and consumers via our satellite network, which has an architecture of 66 operational satellites with in-orbit spares and related ground infrastructure. We utilize an interlinked mesh architecture to route traffic across the satellite constellation using radio frequency crosslinks between satellites. This unique architecture minimizes the need for ground facilities to support the constellation, which facilitates the global reach of our services and allows us to offer services in countries and regions where we have no physical presence.

Previous wording

We sell our products and services to commercial end-users through a wholesale distribution network, encompassing approximately 120 service providers, 310 value-added resellers, or VARs, and 85 value-added manufacturers, or VAMs, who either sell directly to the end user or indirectly through other service providers, VARs or dealers. These distributors often integrate our products and services with other complementary hardware and software and have developed a broad suite of applications using our products and services targeting specific lines of business.

Current wording

We sell our products and services to commercial end-users through a wholesale distribution network, encompassing approximately 120 service providers, 310 value-added resellers (VARs), and 85 value-added manufacturers (VAMs), which either sell directly to the end user or indirectly through other service providers, VARs or dealers. These distributors often integrate our products and services with other complementary hardware and software and have developed a broad suite of applications using our products and services targeting specific lines of business.

Previous wording

At June 30, 2025, we had approximately 2,483,000 billable subscribers worldwide, an increase of 70,000, or 3%, from approximately 2,413,000 billable subscribers as of June 30, 2024. We have a diverse customer base, with end users in land mobile, Internet of Things, or IoT, maritime, aviation and government.

Current wording

At September 30, 2025, we had approximately 2,542,000 billable subscribers worldwide, an increase of 60,000, or 2%, from approximately 2,482,000 billable subscribers as of September 30, 2024. We have a diverse customer base, with end users in land mobile, Internet of Things, or IoT, maritime, aviation and government.

Previous wording

•competition from other mobile satellite service providers and, to a lesser extent, from the expansion of terrestrial-based cellular phone systems and related pricing pressures;

Current wording

•increased competition or potential competition from other satellite service providers, including SpaceX following its recently announced plans to acquire a significant amount of spectrum enabling global direct-to-device services, and, to a lesser extent, from the expansion of terrestrial-based cellular phone systems and related pricing pressures;

Previous wording

•rapid and significant technological changes in the telecommunications industry;

Current wording

•rapid and significant technological changes in the telecommunications industry, including announced plans for global, satellite direct-to-device broadband services;

Previous wording

•reliance on a few significant customers, particularly agencies of the U.S. government, for a substantial portion of our revenue, as a result of which the loss or decline in business with any of these customers may negatively impact our revenue and collectability of related accounts receivable.

Current wording

•reliance on a few significant customers, particularly agencies of the U.S. government, for a substantial portion of our revenue, as a result of which the loss or decline in business with any of these customers may negatively impact our revenue and collectability of related accounts receivable, including as a result of an extended government shutdown or the use of continuing resolutions.

Previous wording

For the three months ended June 30, 2025, total commercial services revenue increased $2.8 million, or 2%, from the prior year period primarily as a result of increases in IoT. Commercial IoT revenue increased $3.2 million, or 8%, for the three months ended June 30, 2025, compared to the same period of the prior year, driven by a 5% increase in billable subscribers and an increase in the contract with a large customer that was executed in the first quarter of 2024. Commercial voice and data revenue increased $0.3 million, or 1%, for the three months ended June 30, 2025, compared to the same period of the prior year, with consistent subscribers and ARPU. Voice and data revenue growth is expected to accelerate in the second half of 2025 as a result of the implementation of previously announced price actions. Hosted payload and other data service revenue increased $0.1 million, or 1%, compared to the prior year period, primarily due to increases in PNT revenue, partially offset by other data service contracts. Commercial broadband revenue decreased $0.8 million, or 6%, for the three months ended June 30, 2025, compared to the prior year period, primarily due to a decrease in ARPU reflecting the increased prevalence of usage of our service as a companion service. This previously identified trend has accelerated this quarter, and we expect it to continue at this higher pace through at least the remainder of 2025.

Current wording

For the three months ended September 30, 2025, total commercial services revenue increased $5.0 million, or 4%, from the prior year period primarily as a result of increases in IoT data, voice and data and hosted payload and other data services. Commercial IoT revenue increased $3.0 million, or 7%, for the three months ended September 30, 2025, compared to the same period of the prior year, driven by a 5% increase in billable subscribers and an increase in a contract with a large customer that was executed in the first quarter of 2024. Hosted payload and other data service revenue increased $2.3 million, or 14%, compared to the prior year period, primarily due to increases in PNT revenue. Commercial voice and data revenue increased $2.2 million, or 4%, for the three months ended September 30, 2025, compared to the same period of the prior year, primarily due to increased ARPU from price increases implemented during the quarter. Voice and data revenue growth is expected to continue through the remainder of 2025 as a result of the implementation of previously announced price actions. The increases in commercial services were partially offset by a decrease in commercial broadband revenue of $2.5 million, or 17%, for the three months ended September 30, 2025, compared to the prior year period. The prior year period includes non-recurring revenue recognition of $1.4 million, representing 9% of the year-over-year revenue decline. ARPU was $265 in the third quarter of 2025, as compared to $309 in the prior year period, primarily as a result of the non-recurring revenue recognized in the prior year period, as well as the increased prevalence of usage of our service as a companion service in the current year period. We expect the shift to companion services to continue at the historical pace through at least the remainder of 2025.

Previous wording

We provide airtime and airtime support to U.S. government and other authorized customers pursuant to our Enhanced Mobile Satellite Services, or EMSS, contract. Under the terms of this agreement, which we entered into in September 2019, authorized customers utilize specified Iridium airtime services provided through the U.S. government’s dedicated gateway. The fee is not based on subscribers or usage, allowing an unlimited number of users access to these services. For the three months ended June 30, 2025, revenue increased slightly, reflecting a contractual step up in the EMSS contract on September 15, 2024.

Current wording

We provide airtime and airtime support to U.S. government and other authorized customers pursuant to our Enhanced Mobile Satellite Services (EMSS) contract. Under the terms of this agreement, which we entered into in September 2019, authorized customers utilize specified Iridium airtime services provided through the U.S. government’s dedicated gateway. The fee is not based on subscribers or usage, allowing an unlimited number of users access to these services. For the three months ended September 30, 2025, revenue increased slightly, reflecting the annual rate increases in the EMSS contract from $106.0 million to $107.0 million on September 15, 2024 and from $107.0 million to $110.5 million on September 15, 2025.

Previous wording

Subscriber equipment revenue decreased by $3.3 million, or 15%, for the three months ended June 30, 2025, compared to the prior year period, primarily as a result of a decrease in volume of handset and Short Burst Data® device sales.

Current wording

Subscriber equipment revenue decreased by $0.7 million, or 3%, for the three months ended September 30, 2025, compared to the prior year period, primarily as a result of a decrease in volume of handset sales, offset in part by an increase in volume of Short Burst Data® device sales.

Previous wording

Engineering and support service revenue increased by $16.1 million, or 62%, for the three months ended June 30, 2025, compared to the prior year period, primarily due to increased work under certain government contracts, predominantly the contract awarded by the Space Development Agency, or the SDA.

Current wording

Engineering and support service revenue increased by $9.5 million, or 31%, for the three months ended September 30, 2025, compared to the prior year period, primarily due to increased work under certain government contracts, predominantly the contract with the Space Development Agency, or the SDA.

Previous wording

Cost of services (exclusive of depreciation and amortization) increased by $14.1 million, or 36%, for the three months ended June 30, 2025 from the prior year period, primarily as a result of the increase in work under certain government projects, including the SDA contract, as noted above.

Current wording

Cost of services (exclusive of depreciation and amortization) increased by $6.9 million, or 16%, for the three months ended September 30, 2025 from the prior year period, primarily as a result of the increase in work under certain government projects, including the SDA contract, as noted above.

Previous wording

Cost of subscriber equipment decreased by $2.6 million, or 19%, for the three months ended June 30, 2025, compared to the prior year period, primarily due to the decrease in volume of device sales, as noted above.

Current wording

Cost of subscriber equipment decreased by $0.1 million, or 1%, for the three months ended September 30, 2025, compared to the prior year period, primarily due to the net decrease in volume of device sales, as noted above.

Previous wording

Research and development expenses decreased by $2.2 million, or 34%, for the three months ended June 30, 2025, compared to the prior year period based on decreased spending on device-related features for our network.

Current wording

Research and development expenses decreased by $1.2 million, or 20%, for the three months ended September 30, 2025, compared to the prior year period based on decreased spending on device-related features for our network.

Previous wording

Selling, general and administrative expenses decreased by $2.1 million, or 4%, for the three months ended June 30, 2025, compared to the prior year period, primarily due to decreases in headcount costs, including equity compensation costs.

Current wording

Selling, general and administrative expenses decreased by $8.4 million, or 19%, for the three months ended September 30, 2025, compared to the prior year period, primarily due to decreases in equity compensation costs and a decrease professional fees, including stock appreciation rights in the current year resulting from a decrease in our stock valuation between the years.

Previous wording

Depreciation and amortization expense increased by $2.1 million, or 4%, for the quarter ended June 30, 2025, compared to the prior year period, due to increased depreciation as some of the on-orbit spares launched in the second quarter of 2023 were placed into service in 2025.

Current wording

Depreciation and amortization expense increased by $1.8 million, or 4%, for the quarter ended September 30, 2025, compared to the prior year period, due to increased depreciation resulting from on-orbit spares launched in the second quarter of 2023 being subsequently placed into service and beginning to be depreciated.

Previous wording

Interest expense, net decreased $1.0 million, or 4%, for the three months ended June 30, 2025, compared to the prior year quarter primarily reflecting the fees paid in the prior year to reprice the Term Loan that did not recur in 2025.

Current wording

Interest expense, net decreased $1.7 million, or 7%, for the three months ended September 30, 2025, compared to the prior year quarter primarily reflecting the fees paid in the prior year that were incurred in connection with our increased Term Loan in the third quarter of 2024 that did not recur in 2025.

Previous wording

Other expense, net, was $0.9 million for the three months ended June 30, 2025, compared to $0.6 million for the prior year period, primarily as the result of changes in foreign currency exchange rates.

Current wording

Other expense, net, was $0.4 million for the three months ended September 30, 2025, compared to $0.3 million for the prior year period, primarily as the result of changes in foreign currency exchange rates.

Previous wording

For the three months ended June 30, 2025, our income tax expense was $3.8 million, compared to $4.6 million for the prior year period. The decrease in income tax expense is primarily related to increased tax benefit from the deduction for foreign derived intangible income and U.S. tax credits, partially offset by increased pre-tax book income in 2025 compared to 2024 and increased tax expense associated with stock compensation and nondeductible executive compensation.

Current wording

For the three months ended September 30, 2025, our income tax expense was $10.0 million, compared to $6.0 million for the prior year period. The increase in income tax expense is primarily related to increased pre-tax book income in 2025 compared to 2024 and increased tax expense associated with stock compensation and nondeductible executive compensation.

Previous wording

Comparison of Our Results of Operations for the Six Months Ended June 30, 2025 and 2024

Current wording

Comparison of Our Results of Operations for the Nine Months Ended September 30, 2025 and 2024

Previous wording

For the six months ended June 30, 2025, total commercial services revenue increased $8.3 million, or 3%, from the prior year period primarily driven by increases in IoT, voice and data and hosted payload and other data services revenue. Commercial IoT revenue increased $7.5 million, or 9%, for the six months ended June 30, 2025, compared to the prior year period, driven by a 5% increase in IoT billable subscribers and an increase in the contract with a large customer that was executed in the first quarter of 2024. Commercial voice and data revenue increased $1.4 million, or 1%, from the prior year period, primarily due to consistent subscribers and ARPU. Voice and data revenue growth is expected to accelerate in the second half of 2025 as a result of the implementation of previously announced price actions. Hosted payload and other data service revenue increased $1.0 million, or 4%, compared to the prior year period, primarily due to increases in PNT revenue, partially offset by other data service contracts. Commercial broadband revenue decreased $1.6 million, or 6%, for the six months ended June 30, 2025, compared to the prior year period, primarily due to a decrease in ARPU reflecting the increased prevalence of usage of our service as a companion service and the conversion of customers to other plans. This previously identified trend has accelerated this quarter, and we expect it to continue at this higher pace through at least the remainder of 2025.

Current wording

For the nine months ended September 30, 2025, total commercial services revenue increased $13.3 million, or 3%, from the prior year period primarily driven by increases in IoT data, voice and data and hosted payload and other data services revenue. Commercial IoT revenue increased $10.5 million, or 8%, for the nine months ended September 30, 2025, compared to the prior year period, driven by a 5% increase in IoT billable subscribers and an increase in a contract with a large customer that was executed in the first quarter of 2024. Commercial voice and data revenue increased $3.6 million, or 2%, from the prior year period, primarily due to increased ARPU from price increases implemented during the year. Voice and data revenue growth is expected to continue through the remainder of 2025 as a result of the implementation of the previously announced price actions. Hosted payload and other data service revenue increased $3.3 million, or 7%, compared to the prior year period, primarily due to increases in PNT revenue, partially offset by other data service contracts. Commercial broadband revenue decreased $4.1 million, or 10%, for the nine months ended September 30, 2025, compared to the prior year period, primarily due to a decrease in ARPU reflecting the increased prevalence of usage of our service as a companion service in the current year period and non-recurring revenue recognition of $1.4 million in the prior year period. We expect the shift to companion services to continue at the historical pace through at least the remainder of 2025.

Previous wording

We provide airtime and airtime support to the U.S. government and other authorized customers pursuant to our EMSS contract. Under the terms of this agreement, which we entered into in September 2019, authorized customers utilize specified Iridium airtime services provided through the U.S. government’s dedicated gateway. The fee is not based on subscribers or usage, allowing an unlimited number of users access to these services. For the six months ended June 30, 2025, revenue increased slightly, reflecting a contractual step up in the EMSS contract on September 15, 2024.

Current wording

We provide airtime and airtime support to the U.S. government and other authorized customers pursuant to our EMSS contract. Under the terms of this agreement, which we entered into in September 2019, authorized customers utilize specified Iridium airtime services provided through the U.S. government’s dedicated gateway. The fee is not based on subscribers or usage, allowing an unlimited number of users access to these services. For the nine months ended September 30, 2025, revenue increased slightly, reflecting contractual step ups in the EMSS contract in September 2024 and 2025, as described above.

Previous wording

Subscriber equipment revenue decreased $5.1 million, or 11%, for the six months ended June 30, 2025, compared to the prior year period, primarily due to a decrease in volume of Short Burst Data device and handset sales.

Current wording

Subscriber equipment revenue decreased $5.7 million, or 8%, for the nine months ended September 30, 2025, compared to the prior year period, primarily due to a decrease in volume of handset and Short Burst Data device sales.

Previous wording

Engineering and support service revenue increased $23.1 million, or 41%, for the six months ended June 30, 2025 compared to the prior year period primarily due to increased work under certain government projects, including the contract awarded by the SDA.

Current wording

Engineering and support service revenue increased $32.5 million, or 37%, for the nine months ended September 30, 2025 compared to the prior year period primarily due to increased work under certain government projects, including the contract with the SDA.

Previous wording

Cost of services (exclusive of depreciation and amortization) increased by $16.5 million, or 19%, for the six months ended June 30, 2025 from the prior year period, primarily as a result of an increase in work under certain government engineering contracts, including the SDA contract, as noted above.

Current wording

Cost of services (exclusive of depreciation and amortization) increased by $23.4 million, or 18%, for the nine months ended September 30, 2025 from the prior year period, primarily as a result of an increase in work under certain government engineering contracts, including the SDA contract, as noted above.

Previous wording

Cost of subscriber equipment decreased $3.7 million, or 13%, for the six months ended June 30, 2025, compared to the prior year period, which was in line with the change in equipment revenue for the same period, as noted above.

Current wording

Cost of subscriber equipment decreased $3.8 million, or 9%, for the nine months ended September 30, 2025, compared to the prior year period, which was in line with the change in equipment revenue for the same period, as noted above.

Previous wording

Research and development expenses decreased by $4.0 million, or 29%, for the six months ended June 30, 2025 compared to the prior year period based on decreased spending on device-related features for our network.

Current wording

Research and development expenses decreased by $5.3 million, or 26%, for the nine months ended September 30, 2025 compared to the prior year period based on decreased spending on device-related features for our network.

Previous wording

Selling, general and administrative expenses decreased by $3.2 million, or 4%, for the six months ended June 30, 2025 compared to the prior year period, primarily due to lower equity compensation costs, offset in part by increased spend related to our channel partner conference held in March 2025.

Current wording

Selling, general and administrative expenses decreased by $11.6 million, or 9%, for the nine months ended September 30, 2025 compared to the prior year period, primarily due to lower equity compensation costs and in professional fees, offset in part by increased spend related to our channel partner conference held in March 2025.

Previous wording

Depreciation and amortization expense increased by $4.0 million, or 4%, compared to the prior year period due to increased depreciation as some of the on-orbit spares launched in the second quarter of 2023 were placed into service in 2025.

Current wording

Depreciation and amortization expense increased by $5.8 million, or 4%, compared to the prior year period due to increased depreciation resulting from on-orbit spares launched in the second quarter of 2023 being placed into service in 2025 and beginning to be depreciated.

Previous wording

Interest expense, net increased $0.1 million for the six months ended June 30, 2025 compared to the prior year period. The increase resulted primarily from the increase in the outstanding debt balance as compared to the prior year period, offset in part by the refinancing fees expensed in the prior year that did not recur in 2025.

Current wording

Interest expense, net decreased $1.5 million for the nine months ended September 30, 2025 compared to the prior year period. The decrease resulted primarily from a decrease in the average borrowing rate and the refinancing fees expensed in the prior year that did not recur in 2025, offset in part by the increase in the outstanding debt balance as compared to the prior year period.

Previous wording

Other expense, net, was $2.6 million for the six months ended June 30, 2025, compared to $0.6 million for the prior year period, primarily as the result of changes in foreign currency exchange rates.

Current wording

Other expense, net, was $2.2 million for the nine months ended September 30, 2025, compared to $0.3 million for the prior year period, primarily as the result of changes in foreign currency exchange rates.

Previous wording

For the six months ended June 30, 2025, our income tax expense was $9.6 million, compared to $12.5 million for the prior year period. The decrease in income tax expense is primarily related to increased tax benefit from the deduction for foreign derived intangible income and U.S. tax credits plus decreased tax expense associated with stock compensation and nondeductible executive compensation, partially offset by increased pre-tax book income in 2025 compared to 2024.

Current wording

For the nine months ended September 30, 2025, our income tax expense was $19.6 million, compared to $18.5 million for the prior year period. The increase in income tax expense is primarily related to increased pre-tax book income in 2025 compared to 2024, partially offset by decreased tax expense associated with stock compensation and nondeductible executive compensation.

Previous wording

For the six months ended June 30, 2025, our loss on equity method investments was $1.5 million, compared to a gain of $16.1 million for the prior year period. The change is primarily the result of the acquisition of Satelles in 2024, upon which we recorded a $19.8 million gain on our previously held equity method investment, as noted above. For the six months ended June 30, 2025, our loss on equity method investments reflects the portion of losses recorded on equity method investments during the period.

Current wording

For the nine months ended September 30, 2025, our loss on equity method investments was $2.2 million, compared to a gain of $15.7 million for the prior year period. The change is primarily the result of the acquisition of Satelles in 2024, upon which we recorded a $19.8 million gain on our previously held equity method investment, offset by the portion of losses recorded on other equity method investments.

Previous wording

Net income was $52.4 million for the six months ended June 30, 2025, compared to $52.0 million for the prior year period. The change primarily resulted from improved operating income in the current year, as a result of increases in engineering and support services revenue, as noted above, offset in part by the prior year gain on the Satelles acquisition.

Current wording

Net income was $89.5 million for the nine months ended September 30, 2025, compared to $76.4 million for the prior year period. The change primarily resulted from improved operating income in the current year, as a result of increases in engineering and support services revenue and commercial services revenue, as noted above, offset in part by the prior year gain on the Satelles acquisition.

Previous wording

Our primary sources of liquidity are cash provided by operations, cash and cash equivalents and our Revolving Facility. These sources are expected to meet our short-term and long-term liquidity needs, including payments for (i) required principal and interest on the Term Loan, which we expect to be approximately $95.0 million in interest over the next 12 months, based on the current interest rate, (ii) capital expenditures of approximately $90.0 million in 2025, which we expect to moderate through the end of the decade, (iii) working capital, (iv) potential share repurchases, and (v) anticipated cash dividend payments to holders of our common stock.

Current wording

Our primary sources of liquidity are cash provided by operations, cash and cash equivalents and our Revolving Facility. These sources are expected to meet our short-term and long-term liquidity needs, including payments for (i) required principal and interest on the Term Loan, which we expect to be approximately $95.0 million in interest over the next 12 months, based on the current interest rate, (ii) capital expenditures of approximately $90.0 million in 2025, (iii) working capital, (iv) potential share repurchases, and (v) anticipated cash dividend payments to holders of our common stock.

Previous wording

As of June 30, 2025, our total cash and cash equivalents balance was $79.3 million, down from $93.5 million as of December 31, 2024. While we borrowed $50.0 million under the Revolving Facility during the six months ended June 30, 2025, and generated cash flows from operations, we used cash of $136.1 million to repurchase shares of our common stock, $30.8 million to pay dividends, and $45.3 million for capital expenditures.

Current wording

As of September 30, 2025, our total cash and cash equivalents balance was $88.5 million, down from $93.5 million as of December 31, 2024. While we borrowed $50.0 million under the Revolving Facility during the nine months ended September 30, 2025, and generated cash flows from operations, we used cash of $186.5 million to repurchase shares of our common stock, $46.9 million to pay dividends, and $66.8 million for capital expenditures.

Previous wording

Pursuant to a credit agreement, as amended and restated to date, or the Credit Agreement, we previously entered into a term loan totaling $1,500.0 million, or the Term Loan, and an accompanying $100.0 million revolving loan, or the Revolving Facility. The maturity date of the Term Loan is in September 2030. We borrowed an additional $125.0 million under the Term Loan in March 2024 and $200.0 million in July 2024. The additional amounts borrowed are fungible with the original $1,500.0 million, and have the same maturity date, interest rate and other terms.

Current wording

Pursuant to a credit agreement, as amended and restated to date, or the Credit Agreement, we previously entered into a term loan totaling $1,500.0 million, or the Term Loan, and an accompanying $100.0 million revolving loan, or the Revolving Facility. The maturity dates of the Term Loan and Revolving Facility are September 2030 and September 2028, respectively. We borrowed an additional $125.0 million under the Term Loan in March 2024 and $200.0 million in July 2024. The additional amounts borrowed are fungible with the original $1,500.0 million, and have the same maturity date, interest rate and other terms.

Previous wording

The March 2024 additional Term Loan borrowings were used to complete the acquisition of Satelles, Inc. on April 1, 2024. In April 2024, we drew $50.0 million under our Revolving Facility for general corporate purposes, including the funding of repurchases of our common stock. This amount was repaid with the expansion of the Term Loan in July 2024. The remaining proceeds of the Term Loan expansion in 2024 were used for general corporate purposes, including share repurchases. In the first half of 2025, we drew $50.0 million under our Revolving Facility for general corporate purposes, which amount remained outstanding as of June 30, 2025.

Current wording

The March 2024 Term Loan borrowings were used to complete the acquisition of Satelles, Inc. on April 1, 2024. In April 2024, we drew $50.0 million under our Revolving Facility for general corporate purposes, including the funding of repurchases of our common stock. This amount was repaid with the expansion of the Term Loan in July 2024. The remaining proceeds of the Term Loan expansion in July 2024 were used for general corporate purposes, including share repurchases. In the first half of 2025, we drew $50.0 million under our Revolving Facility for general corporate purposes, which amount remained outstanding as of September 30, 2025.

Previous wording

As of June 30, 2025 and December 31, 2024, we reported an aggregate of $1,774.7 million and $1,807.7 million in borrowings under the Term Loan, respectively. These amounts do not include $15.6 million and $16.9 million of net unamortized deferred financing costs as of June 30, 2025 and December 31, 2024, respectively. The net principal balance in borrowings in the accompanying consolidated balance sheets as of June 30, 2025 and December 31, 2024 amounted to $1,759.2 million and $1,790.9 million, respectively. As of June 30, 2025 and December 31, 2024, the fair value of our borrowings under the Term Loan was $1,778.1 million and $1,802.1 million, respectively.

Current wording

As of September 30, 2025 and December 31, 2024, we reported an aggregate of $1,774.7 million and $1,807.7 million in borrowings under the Term Loan, respectively. These amounts do not include $14.9 million and $16.9 million of net unamortized deferred financing costs as of September 30, 2025 and December 31, 2024, respectively. The net principal balance in borrowings in the accompanying consolidated balance sheets as of September 30, 2025 and December 31, 2024 amounted to $1,759.8 million and $1,790.9 million, respectively. As of September 30, 2025 and December 31, 2024, the fair value of our borrowings under the Term Loan was $1,683.8 million and $1,802.1 million, respectively.

Previous wording

The Revolving Facility bears interest at an annual rate equal to SOFR plus 2.5% (but without a SOFR floor) if and as drawn, with no original issue discount, a commitment fee of 0.5% per year on the undrawn amount, which may be reduced to 0.375% if we have a consolidated first lien net leverage ratio (as defined in the Credit Agreement) of less than 3.5 to 1. The Revolving Facility has a maturity date in September 2028.

Current wording

The Revolving Facility bears interest at an annual rate equal to SOFR plus 2.5% (but without a SOFR floor) if and as drawn, with no original issue discount, a commitment fee of 0.5% per year on the undrawn amount, which may be reduced to 0.375% if we have a consolidated first lien net leverage ratio (as defined in the Credit Agreement) of less than 3.5 to 1.