Iridium Communications Inc.

Previous wording

You should read the following discussion along with our Annual Report on Form 10-K for the fiscal year ended December 31, 2024, filed on February 13, 2025 with the Securities and Exchange Commission, or the SEC, as well as our condensed consolidated financial statements included in this Form 10-Q.

Current wording

You should read the following discussion along with our Annual Report on Form 10-K for the fiscal year ended December 31, 2025, filed on February 12, 2026 (our “2025 Form 10-K”) with the SEC, as well as our condensed consolidated financial statements included in this Form 10-Q.

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, 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.

Current wording

This Form 10-Q 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 2025 Form 10-K, 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 are engaged primarily in providing mobile voice and data communications services using a constellation of orbiting satellites. We are the only commercial provider of communications services offering true global coverage, connecting people, organizations and assets to and from anywhere, in real time. Our low-earth orbit, L-band satellite network provides reliable, weather-resilient communications services to regions of the world where terrestrial wireless or wireline networks do not exist or are limited, including remote land areas, open ocean, airways, the polar regions and regions where the telecommunications infrastructure has been affected by political conflicts or natural disasters.

Current wording

We are a leading provider of global voice, data and positioning, navigation and timing (“PNT”) satellite services and are the only commercial provider of communications services offering true global coverage, connecting people, organizations, and assets to and from anywhere, in real time. Our low-earth orbit (“LEO”), L-band network provides specialized, reliable, weather-resilient communications services to regions of the world where terrestrial wireless or wireline networks do not exist or are limited, including remote land areas, open ocean, airways, the polar regions and regions where the telecommunications infrastructure has been affected by political conflicts or natural disasters. In addition, our satellites have additional payloads to host specific additional services for other customers like Aireon LLC. We also utilize our long history operating a commercial LEO satellite system to provide a growing array of engineering and operational services to government customers and government network operators such as the U.S. Space Force.

Previous 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.

Current wording

Our primary business is to 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 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 (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.

Current wording

We primarily sell our products and services to commercial end users by recruiting and expanding a global wholesale distribution network, currently encompassing approximately 120 service providers, approximately 310 value-added resellers (“VARs”), and approximately 90 value-added manufacturers, which create and sell technology that uses the Iridium network either 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 to target specific industries or business areas. We expect that demand for our services will increase as more applications are developed and deployed that utilize our technology.

Previous 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.

Current wording

As of March 31, 2026, we had approximately 2,555,000 billable subscribers worldwide, an increase of 112,000, or 5%, from approximately 2,443,000 billable subscribers as of March 31, 2025. We have a diverse customer base including end users in land-mobile, Internet of Things (“IoT”), maritime, aviation, and government.

Previous wording

•increased demand for communications services by disaster and relief agencies, and emergency first responders;

Current wording

•increased demand for communications services by disaster and relief agencies, emergency first responders, businesses and consumers;

Previous 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;

Current wording

•increased competition or potential competition from other satellite service providers, including SpaceX following its announced plans to acquire a significant amount of spectrum enabling global direct-to-device (“D2D”) 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, including announced plans for global, satellite direct-to-device broadband services;

Current wording

•rapid and significant technological changes in the telecommunications industry, including global satellite D2D broadband services;

Previous wording

•reliance on a global supply chain, including single-source suppliers for the manufacture of most of our subscriber equipment and for some of the components required in the manufacture of our end-user subscriber equipment and our ability to purchase component parts that are periodically subject to shortages resulting from surges in demand, natural disasters or other events, including global pandemics and the imposition of tariffs; and

Current wording

•reliance on a global supply chain, including single-source suppliers for the manufacture of most of our subscriber equipment and for some of the components required in the manufacture of our end-user subscriber equipment and our ability to purchase component parts that are periodically subject to shortages resulting from surges in demand, natural disasters or other events, such as a global pandemic and the imposition of tariffs; and

Previous wording

(2)Average monthly revenue per unit, or ARPU, is calculated by dividing revenue in the respective period by the average of the number of billable subscribers at the beginning of the period and the number of billable subscribers at the end of the period and then dividing the result by the number of months in the period. Billable subscriber and ARPU data is not applicable for hosted payload and other data service revenue items.

Current wording

(2)Average monthly revenue per unit (“ARPU”) is calculated by dividing revenue in the respective period by the average of the number of billable subscribers at the beginning of the period and the number of billable subscribers at the end of the period and then dividing the result by the number of months in the period. Billable subscriber and ARPU data is not applicable for hosted payload and other data service revenue items.

Previous 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.

Current wording

For the three months ended March 31, 2026, total commercial services revenue increased $2.9 million, or 2%, from the prior year period, primarily as a result of increases in IoT data and voice and data services, partially offset by decreases in commercial broadband revenue and hosted payload and other data services. Commercial IoT revenue increased $2.2 million, or 5%, for the three months ended March 31, 2026, compared to the same period of the prior year, primarily driven by a 7% increase in billable subscribers, offset in part by a decline in ARPU. Commercial voice and data revenue increased $1.5 million, or 3%, for the three months ended March 31, 2026, compared to the same period of the prior year, primarily due to increased ARPU from price increases implemented during the second half of the prior year. Commercial broadband revenue decreased $0.7 million, or 5%, for the three months ended March 31, 2026, compared to the prior year period, due primarily to the decline in ARPU to $254 in the first quarter of 2026, as compared to $261 in the prior year period, reflecting the increased prevalence of use of lower-priced companion plans in the current year period. Hosted payload and other data service revenue remained relatively flat compared to the prior year period.

Previous 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.

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 service fee under the EMSS contract is fixed at $110.5 million per year for the remainder of the term and is not based on subscribers or usage, allowing an unlimited number of users access to these services. Revenue for the three months ended March 31, 2026 increased slightly reflecting the contractual step ups in the EMSS contract. The EMSS contract expires in September 2026, although based on federal acquisition regulations, the government has the ability to unilaterally extend for an additional six months. We have begun discussions with the U.S. government on a new EMSS contract, which we expect to enter into later in 2026 or in 2027, prior to expiration of the existing EMSS contract. For more on risks associated with the EMSS contract expiration, see the risk factor captioned “-Our agreements with U.S. government customer, particularly the DoW, which represent a significant portion of our revenue, are subject to termination and renewal” in our 2025 Form 10-K.

Previous 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.

Current wording

Subscriber equipment revenue decreased $2.9 million, or 13%, to $20.2 million for the three months ended March 31, 2026, compared to the prior year period, primarily as a result of a decrease in volume of handset and L-band transceiver device sales. Notwithstanding this decrease for the three months ended March 31, 2026, we expect equipment revenue in 2026 to be in line with 2025.

Previous 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.

Current wording

Engineering and support service revenue increased by $3.4 million, or 9%, for the three months ended March 31, 2026, compared to the prior year period, primarily due to increased work under certain government contracts, predominantly the contract with the Space Development Agency (“SDA”). We expect engineering and support service revenue to be higher in 2026 than in 2025.

Previous 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.

Current wording

Cost of services (exclusive of depreciation and amortization) increased by $0.8 million, or 2%, for the three months ended March 31, 2026 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 $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.

Current wording

Cost of subscriber equipment increased by $0.1 million, or 1%, for the three months ended March 31, 2026, compared to the prior year period. The percentage decrease in equipment revenue did not match the change in cost of subscriber equipment primarily related to increased costs including tariffs.

Previous 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.

Current wording

Research and development expenses increased by $0.8 million, or 14%, for the three months ended March 31, 2026, compared to the prior year period based on increased spending on new products and device-related features and technology for our network.

Previous 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.

Current wording

Selling, general and administrative expenses increased by $10.0 million, or 28%, for the three months ended March 31, 2026, compared to the prior year period, primarily due to increases associated with the timing of headcount costs and related benefits allocated to programs, and increases in professional fees, including stock appreciation rights expense in the current year resulting from changes in our stock valuation between the years. We expect selling, general and administrative expense to moderate from the first quarter 2026 growth rate to a low double-digit rate for the full year 2026.

Previous 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.

Current wording

Depreciation and amortization expense increased by $2.1 million, or 4%, for the quarter ended March 31, 2026, compared to the prior year period, primarily related to satellites placed into service during the prior year and intangible asset amortization.

Previous 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.

Current wording

Interest expense, net decreased $2.5 million, or 11%, for the three months ended March 31, 2026, compared to the prior year period. The decrease resulted primarily from a decrease in the average borrowing rate.

Previous 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.

Current wording

Other expense, net, was $0.2 million for the three months ended March 31, 2026, compared to $1.7 million for the prior year period, primarily as the result of changes in foreign currency exchange rates.

Previous 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.

Current wording

For the three months ended March 31, 2026, our income tax expense was $8.8 million, compared to income tax expense of $5.8 million for the prior year period. The increase in income tax expense is primarily related to increased tax expense associated with stock compensation and nondeductible executive compensation, and decreased tax benefit from the deduction for foreign derived deduction eligible income and U.S. tax credits.

Previous wording

For the three months ended September 30, 2025, our loss on equity method investments was $0.7 million compared to a loss of $0.5 million in the prior year period.

Current wording

For the three months ended March 31, 2026, our loss on equity method investments was $0.7 million compared to a loss of $0.6 million in the prior year period. These amounts reflect the portion of losses recorded on our equity method investments.

Previous wording

Net income was $37.1 million for the three months ended September 30, 2025, compared to $24.4 million for the prior year period. The $12.7 million improvement in net income was primarily the result of the increases in engineering and support services revenue and commercial services revenue and decreasing operating expenses, as described above.

Current wording

Net income was $21.6 million for the three months ended March 31, 2026, compared to $30.4 million for the prior year period. The $8.8 million decrease in net income was primarily the result of the increase in selling, general and administrative expenses and increased income tax expense, partially offset by the increase in engineering and support services revenue and commercial services revenue, as described above.

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, (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. As of March 31, 2026, we had approximately $1.8 billion of indebtedness, consisting of amounts outstanding under the Term Loan, the terms of which are described below. We have $100.0 million of additional borrowing available to us under our Revolving Facility as of March 31, 2026. These sources are expected to meet our short-term and long-term liquidity needs, including annual payments for (i) required principal and interest on the Term Loan, which we expect to be $3.4 million, and, based on the current interest rate, approximately $85.0 million, respectively in 2026, (ii) capital expenditures (consistent with 2025), (iii) working capital, (iv) potential share repurchases, and (v) anticipated cash dividend payments to holders of our common stock.

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 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.

Current wording

Pursuant to a credit agreement (as amended and restated to date, the “Credit Agreement”), we previously entered into a term loan totaling $1,500.0 million (the “Term Loan”), issued at a price equal to 99.75%, and an accompanying $100.0 million revolving loan (the “Revolving Facility”). The maturity of the Term Loan and Revolving Facility are in September 2030 and September 2028, respectively. During 2024, we borrowed an additional $325.0 million under the Term Loan, comprised of $125.0 million in March 2024, issued at a price equal to 99.875% of its face value, and $200.0 million in July 2024, issued at 99.0% of its face value. 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 Term Loan has been repriced on several occasions, most recently in June 2024, and currently bears interest at an annual rate equal to the Secured Overnight Financing Rate, or SOFR, plus 2.25%, with a 0.75% SOFR floor. We typically select a one-month interest period, with the result that interest is calculated using one-month SOFR. Interest is paid monthly on the last business day of the month. Principal payments, payable quarterly, are equal to $18.3 million per annum (approximately one percent of the full principal amount of the Term Loan following the July 2024 increase), with the remaining principal due upon maturity.

Current wording

The Term Loan has been repriced on several occasions, most recently in June 2024, and currently bears interest at an annual rate equal to the SOFR, plus 2.25%, with a 0.75% SOFR floor. We typically select a one-month interest period, with the result that interest is calculated using one-month SOFR. Interest is paid monthly on the last business day of the month. Principal payments, payable quarterly, equal $18.3 million per annum (one percent of the full principal amount of the Term Loan following the additional amount Term Loan amounts borrowed in 2024), with the remaining principal due upon maturity. As noted below, no quarterly principal payment has been made after the first quarter in 2025 as a result of the excess cash flow payment made in May 2025.

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.

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 was reduced to 0.375% in the first quarter of 2026 because we had a consolidated first lien net leverage ratio (as defined in the Credit Agreement) of less than 3.5 to 1.

Previous wording

The Credit Agreement contains no financial maintenance covenants with respect to the Term Loan. With respect to the Revolving Facility, we are required to maintain a consolidated first lien net leverage ratio of no greater than 6.25 to 1 if more than 35% of the Revolving Facility has been drawn, or subject to letter of credit exposure. As of September 30, 2025, the aggregate exposure under the Revolving Facility was above 35% and we were in compliance with all covenants. The Credit Agreement contains other customary representations and warranties, affirmative and negative covenants, and events of default.

Current wording

The Term Loan contains no financial maintenance covenants. With respect to the Revolving Facility, we are required to maintain a consolidated first lien net leverage ratio of no greater than 6.25 to 1 if more than 35% of the Revolving Facility has been drawn, or subject to letter of credit exposure. The Credit Agreement contains other customary representations and warranties, affirmative and negative covenants, and events of default. We complied with all covenants under the Credit Agreement as of March 31, 2026.

Previous wording

The Credit Agreement restricts our ability to incur liens, engage in mergers or asset sales, pay dividends, repay subordinated indebtedness, incur indebtedness, make investments and loans, and engage in other transactions as specified in the Credit Agreement. The Credit Agreement provides for specified exceptions, including baskets measured as a percentage of trailing twelve months of earnings before interest, taxes, depreciation and amortization, or EBITDA, and unlimited exceptions in the case of incurring indebtedness and liens and making investments, dividend payments, and payments of subordinated indebtedness, based on achievement and maintenance of specified leverage ratios. The Credit Agreement permits repayment, prepayment, and repricing transactions. The Credit Agreement also contains an annual mandatory prepayment sweep mechanism with respect to a portion of our excess cash flow (as defined in the Credit Agreement) in the event our net leverage ratio rises above 3.5 to 1. Our mandatory excess cash flow prepayment, as specified in the Credit Agreement, was $28.5 million as of December 31, 2024. This amount was paid in the second quarter of 2025 and applied to our required quarterly principal payments. As a result, no quarterly principal payment was required for the quarter ended September 30, 2025, and no quarterly principal payment will be required for the remainder of 2025 or the first three quarters of 2026. As such, we have no amounts classified as short-term secured debt on our condensed consolidated balance sheet as of September 30, 2025.

Current wording

The Credit Agreement restricts our ability to incur liens, engage in mergers or asset sales, pay dividends, repay subordinated indebtedness, incur indebtedness, make investments and loans, and engage in other transactions as specified in the Credit Agreement. The Credit Agreement provides for specified exceptions, including baskets measured as a percentage of trailing twelve months of earnings before interest, taxes, depreciation and amortization, and unlimited exceptions in the case of incurring indebtedness and liens and making investments, dividend payments, and payments of subordinated indebtedness, based on achievement and maintenance of specified leverage ratios. The Credit Agreement permits repayment, prepayment, and repricing transactions. The Credit Agreement also contains a mandatory prepayment sweep mechanism with respect to a portion of our excess cash flow (as defined in the Credit Agreement) in the event our consolidated first lien net leverage ratio rises above 3.5 to 1. Our mandatory excess cash flow prepayment, as specified in the Credit Agreement, was $28.6 million as of December 31, 2024. This amount was paid in May 2025. As a result, no quarterly principal payment was required for the quarter ended March 31, 2026, and no quarterly principal payment will be required until the fourth quarter of 2026. As of December 31, 2025, our first lien net leverage ratio was below the specified leverage ratio and therefore the mandatory prepayment sweep was not required.

Previous wording

A significant portion of our revenues and cash flow are derived from U.S. government contracts. During the quarter ended September 30, 2025, we did not experience delays in receiving payments from U.S. government agencies. However, the U.S. government began a shutdown on October 1, 2025. None of our contracts have been impacted as a result; however, an extended government shutdown could result in a delay or suspension of funding for our U.S. government contracts and disrupt our cash flows and delay new contract awards.

Current wording

A significant portion of our revenues and cash flow are derived from U.S. government contracts. During 2025, we did not experience delays in receiving payments from U.S. government agencies despite the U.S. government shutdown during the fourth quarter. While none of our contracts were impacted as a result, an extended government shutdown could result in a delay or suspension of funding for our U.S. government contracts and disrupt our cash flows and delay new contract awards.

Previous wording

As of September 30, 2025, we had non-cancelable purchase obligations of approximately $11.6 million for inventory purchases with Benchmark, our primary third-party equipment supplier. Our purchase obligations, all of which are due during the next twelve months, did not change materially from the end of 2024.

Current wording

As of March 31, 2026, we had non-cancelable purchase obligations of approximately $8.1 million for inventory purchases with Benchmark, our primary third-party equipment supplier. Our purchase obligations, all of which are due during the next twelve months, did not change materially from the end of 2025.

Previous wording

Total dividends paid during the nine months ended September 30, 2025 and September 30, 2024 were $46.9 million and $49.1 million, respectively. While we expect to continue paying regular cash dividends, any future dividends declared will be at the discretion of our Board of Directors and will depend, among other factors, upon our results of operations, financial condition and cash requirements, as well as such other factors that our Board of Directors deems relevant. Our Board of Directors increased the quarterly dividend to $0.15 per share in the third quarter of 2025.

Current wording

In December 2022, our Board of Directors initiated a quarterly dividend. Total dividends paid during the three months ended March 31, 2026 and March 31, 2025 were $16.5 million and $15.7 million, respectively. We currently expect that comparable cash dividends will continue to be paid in the future, although future dividends will depend on our earnings, capital requirements, financial conditions and other factors that our Board of Directors deems relevant.

Previous wording

During the quarter, we repurchased and subsequently retired 1.9 million shares of its common stock under our previously announced share repurchase program at a total purchase price of $50.0 million. As of September 30, 2025, $245.3 million remained available and authorized for repurchase under this program through December 31, 2027. We have paused share repurchases to increase financial flexibility and will continue to evaluate the amount and timing of share repurchases under our share repurchase program, considering, among other factors, general market conditions, capital allocation priorities, general business conditions and other investment opportunities. The repurchase program does not obligate us to repurchase any specific amount of common stock and may be modified, suspended, or discontinued at any time without notice at the discretion of our Board of Directors.

Current wording

As of March 31, 2026, $245.3 million remained available and authorized for repurchase under this program through December 31, 2027. Effective October 1, 2025, we paused share repurchases to increase financial flexibility. We will continue to evaluate the amount and timing of share repurchases under our share repurchase program, considering, among other factors, general market conditions, capital allocation priorities, general business conditions, and other investment opportunities. The repurchase program does not obligate us to repurchase any specific amount of common stock and may be modified, suspended, or discontinued at any time without notice at the discretion of our Board of Directors.

Previous wording

Net cash provided by operating activities for the nine months ended September 30, 2025 increased by $20.3 million from the prior year period. The changes in operating cash relate to increased net income and a decrease in non-cash income from equity method investments as the prior year included a gain on the acquisition of Satelles. These changes were offset by a working capital decrease of approximately $10.7 million, primarily due to recognition of deferred revenue and the change in employee-related accruals, offset by higher cash inflows associated with timing of customer and vendor payments.

Current wording

Net cash provided by operating activities for the three months ended March 31, 2026 increased by $10.5 million from the prior year period. The changes in operating cash relate to a working capital increase of approximately $14.1 million, primarily due to changes in employee and vendor related accruals, the recognition of deferred revenue, and the timing of customer and vendor payments.

Previous wording

Net cash used in investing activities for the nine months ended September 30, 2025 decreased by $89.5 million as compared to the prior year period, primarily as a result of the Satelles acquisition during the prior year period, offset in part by an increase in capital expenditures compared to the prior year period.

Current wording

Net cash used in investing activities for the three months ended March 31, 2026 increased by $5.4 million as compared to the prior year period, as a result of the increase in spending on capital expenditures.

Previous wording

Our results of operations have been subject to seasonal usage changes for commercial customers, and we expect that our results will be affected by similar seasonality going forward. March through October are typically the peak months for commercial voice services revenue and related subscriber equipment sales. In December 2024, a large IoT customer began to phase out its annual retail pricing plans and subsequently revised them in 2025. As a result, that customer’s annual billable subscribers may move to monthly plans which has impacted the seasonality of subscribers and may further do so in the future. We expect revenue to remain unaffected due to the fixed-price nature of our contract with this customer for 2025. U.S. government revenue and commercial IoT revenue have been less subject to seasonal usage changes.

Current wording

Our results of operations have been subject to seasonal usage changes for commercial customers, and we expect that our results will be affected by similar seasonality going forward. March through October are typically the peak months for commercial voice services revenue and related subscriber equipment sales. U.S. government revenue and commercial IoT revenue have been less subject to seasonal usage changes.

Previous wording

The discussion and analysis of our financial condition and results of operations is based upon our condensed consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States, or U.S. GAAP. The preparation of these financial statements requires the use of estimates and judgments that affect the reported amounts of assets, liabilities, revenue and expenses, and related disclosure of contingent assets and liabilities. On an ongoing basis, we evaluate our estimates, including those related to revenue recognition, useful lives of property and equipment, long-lived assets and other intangible assets, deferred financing costs, income taxes, stock-based compensation, and other estimates. We base our estimates on historical experience and on various other assumptions that we believe to be reasonable under the circumstances. Actual results may differ from these estimates under different assumptions or conditions. There have been no changes to our critical accounting policies and estimates from those described in our Annual Report on Form 10-K for the year ended December 31, 2024, as filed with the SEC on February 13, 2025.

Current wording

The discussion and analysis of our financial condition and results of operations is based upon our condensed consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States. The preparation of these financial statements requires the use of estimates and judgments that affect the reported amounts of assets, liabilities, revenue and expenses, and related disclosure of contingent assets and liabilities. On an ongoing basis, we evaluate our estimates, including those related to revenue recognition, income taxes, useful lives of property and equipment, loss contingencies, and other estimates. We base our estimates on historical experience and on various other assumptions that we believe to be reasonable under the circumstances. Actual results may differ from these estimates under different assumptions or conditions.