Voyager Technologies, Inc./TX

Previous wording

We have grown both organically and through acquisitions, including Nanoracks, Valley Tech Systems, Space Micro, Zin Technologies, ExoTerra, Estes and more. We serve as a “prime” contractor and “subcontractor” to various government and private enterprise customers through our defense, national security, and space product offerings. Since 2019, we have executed and successfully vertically and horizontally integrated twelve acquisitions, with revenue of $35.2 million for the three months ended March 31, 2026. In addition, we received cash proceeds from NASA grants of $24.0 million during the three months ended March 31, 2026 and $207.2 million to date. We have $10.3 million of eligible proceeds remaining as of March 31, 2026, from our $217.5 million development grant with NASA to design Starlab, the commercial space station replacement for the ISS when it is decommissioned in 2030. We intend to operate Starlab through the Starlab JV, a Voyager-led and majority-owned global joint venture, with international equity partners that include Airbus, Mitsubishi and MDA Space. Our growth and increased size and scale are the result of investment and focus on our key technology offerings, as well as our ability to attract, cultivate and integrate accretive acquisitions.

Current wording

We have grown both organically and through acquisitions, including Nanoracks, Valley Tech Systems, Space Micro, Zin Technologies, ExoTerra, Estes and most recently, Astrobotic in July 2026. We serve as a “prime” contractor and “subcontractor” to various government and private enterprise customers through our defense, national security, and space product offerings. Since 2019 to the period ended June 30, 2026, we have executed and successfully vertically and horizontally integrated twelve acquisitions, with revenue of $52.7 million and $88.0 million for the three and six months ended June 30, 2026, respectively. In addition, we received cash proceeds from NASA grants of $3.8 million and $27.8 million during the three and six months ended June 30, 2026, respectively and $211.0 million cash proceeds to date. We have $6.5 million of eligible proceeds remaining as of June 30, 2026, from our $217.5 million development grant with NASA to design Starlab, the commercial space station replacement for the ISS when it is decommissioned in 2030. We intend to operate Starlab through the Starlab JV, a Voyager-led and majority-owned global joint venture, with international equity partners that include Airbus, Mitsubishi and MDA Space. Our growth and increased size and scale are the result of investment and focus on our key technology offerings, as well as our ability to attract, cultivate and integrate accretive acquisitions.

Previous wording

Our total backlog is comprised of funded and unfunded backlog. Our funded backlog represents the portion of definitized contracts with customers that contain remaining performance obligations. Unfunded backlog includes contractual value that has yet to be funded, unexercised contract options and potential bookings under indefinite delivery/indefinite quantity (“IDIQ”) contracts. In order to effectively manage our resources and develop our financial budgets, we continuously monitor our backlog.

Current wording

Our total backlog is comprised of funded and unfunded backlog. Our funded backlog represents the portion of definitized contracts with customers that contain remaining performance obligations. Unfunded backlog includes contractual value that has yet to be funded, unexercised contract options and bookings under indefinite delivery/indefinite quantity (“IDIQ”) contracts that has been definitized. In order to effectively manage our resources and develop our financial budgets, we continuously monitor our backlog.

Previous wording

Backlog in our segments includes both single and multi-year awards. Fluctuations in backlog are driven primarily by the timing of large program wins. Total backlog as of March 31, 2026 was $275.3 million, of which$153.2 million was funded. We expect to convert 71.2% of the total $153.2 million of funded backlog as of March 31, 2026 into revenue in the remaining periods of 2026.

Current wording

Backlog in our segments includes both single and multi-year awards. Fluctuations in backlog are driven primarily by the timing of large program wins. Total backlog as of June 30, 2026 was $335.5 million, of which$189.0 million was funded. We expect to convert 62.1% of the total $189.0 million of funded backlog as of June 30, 2026 into revenue in the remaining periods of 2026.

Previous wording

In addition, our backlog is subject to meaningful customer concentration risk. As of March 31, 2026,83.5% of the total dollar value of our funded backlog related to our top customer, the U.S. government. For purposes of evaluating our backlog, we consider all U.S. government entities to be one customer. Additionally, backlog that is originally funded through U.S. government efforts is considered to be U.S. government backlog even if the program is directly contracted through an intermediary.

Current wording

In addition, our backlog is subject to meaningful customer concentration risk. As of June 30, 2026,87.7% of the total dollar value of our funded backlog related to our top customer, the U.S. government. For purposes of evaluating our backlog, we consider all U.S. government entities to be one customer. Additionally, backlog that is originally funded through U.S. government efforts is considered to be U.S. government backlog even if the program is directly contracted through an intermediary.

Previous wording

Our business is organized into market sectors based on our products and services, and we have two reportable segments: (i) Defense and Space Technologies and (ii) Starlab Space Stations. Effective the first fiscal quarter of 2026, we combined our Defense and National Security and Space Solutions segments into a single Defense and Space Technologies segment. The segment data for the comparable period presented has been recast to conform to the current period presentation for all activities of the reorganized segments. Recasting this historical information did not have an impact on our consolidated financial performance for the periods presented. See Part I “Notes to Consolidated Financial Statements—Note 13. Segment Reporting” elsewhere in this Quarterly Report.

Current wording

Our business is organized into market sectors based on our products and services, and we have two reportable segments: (i) Defense and Space Technologies and (ii) Starlab Space Stations. Effective the first fiscal quarter of 2026, we combined our Defense and National Security and Space Solutions segments into a single Defense and Space Technologies segment. The segment data for the comparable period presented has been recast to conform to the current period presentation for all activities of the reorganized segments. Recasting this historical information did not have an impact on our consolidated financial performance for the periods presented. See Part I “Notes to Condensed Consolidated Financial Statements—Note 13. Segment Reporting” elsewhere in this Quarterly Report.

Previous wording

Research and development costs are expensed as incurred. Research and development costs include employee compensation, contractor fees, materials and supplies, software and facility costs. For the three months ended March 31, 2026 and 2025, gross research and development costs were $13.1 million and $6.0 million, respectively.

Current wording

Research and development costs are expensed as incurred. Research and development costs include employee compensation, contractor fees, materials and supplies, software and facility costs. For the three and six months ended June 30, 2026, gross research and development costs were $10.6 million and $23.7 million, respectively. For the three and six months ended June 30, 2025, gross research and development costs were $2.8 million and $8.8 million, respectively.

Previous wording

On December 1, 2021, Nanoracks LLC, a subsidiary of Voyager, entered into an agreement under the SAA with NASA (the “Nanoracks Agreement”), pertaining to the LEO Development program, to design, build and maintain a commercial space station, known as “Starlab”. The Nanoracks Agreement and its subsequent amendments signed through 2023 provides $217.5 million in funding for the design and manufacture of Starlab, which is earned upon completion of defined milestones. Once a milestone is earned, we are under no further obligation to continue work on Starlab. Milestone payments are expected to be earned through June 2026. As of March 31, 2026, we have cumulatively earned $207.2 million.

Current wording

On December 1, 2021, Nanoracks LLC, a subsidiary of Voyager, entered into an agreement under the SAA with NASA (the “Nanoracks Agreement”), pertaining to the LEO Development program, to design, build and maintain a commercial space station, known as “Starlab”. The Nanoracks Agreement and its subsequent amendments signed through 2023 provides $217.5 million in funding for the design and manufacture of Starlab, which is earned upon completion of defined milestones. Once a milestone is earned, we are under no further obligation to continue work on Starlab. All milestone payments have now been earned as of June 30, 2026. As of June 30, 2026, we have cumulatively earned $211.0 million.

Previous wording

When the government grant assistance is related to an asset, the assistance will be deducted from the carrying value of the asset. When the government grant assistance is related to costs incurred, the assistance is deducted from the related expense. The following table sets forth the government grant assistance offset against research and development and construction in progress for the three months ended March 31, 2026 and 2025:

Current wording

When the government grant assistance is related to an asset, the assistance will be deducted from the carrying value of the asset. When the government grant assistance is related to costs incurred, the assistance is deducted from the related expense. The following table sets forth the government grant assistance offset against research and development and construction in progress for the three and six months ended June 30, 2026 and 2025:

Previous wording

The increase in net sales for the three months ended March 31, 2026, compared to the three months ended March 31, 2025 was primarily related to an increase in U.S. sales of $1.7 million and partially offset by decreases in sales in the international market. For a further discussion of the drivers behind the change in revenues, see “—Results by Segment.”

Current wording

The increase in net sales for the three months ended June 30, 2026, compared to the three months ended June 30, 2025 was primarily related to an increase in U.S. sales of $8.6 million and partially offset by a decrease in sales in the international market. For a further discussion of the drivers behind the change in revenues, see “—Results by Segment.”

Previous wording

The increase in costs of sales was primarily due to the increase in sales volumes and program input costs associated with firm fixed price programs, which experienced growth in aggregate of $6.0 million more for the three months ended March 31, 2026, compared to the three months ended March 31, 2025.

Current wording

The increase in costs of sales was primarily due to the increase in total net sales volumes, primarily related to an increase in U.S. sales of $10.4 million and program input costs associated with firm fixed price programs, which experienced an increase in aggregate of $6.4 million more for the six months ended June 30, 2026, compared to the six months ended June 30, 2025.

Previous wording

The increase in selling, general, and administrative costs was primarily due to the increase in corporate expenses related to headcount growth of $3.2 million along with an increase of stock-based compensation expenses driven by initial public offering awards vesting expenses of $2.4 million for the three months ended March 31, 2026, as compared to the three months ended March 31, 2025.

Current wording

The increase in selling, general, and administrative costs was primarily due to the increase in corporate expenses and expenses related to headcount growth of $10.5 million due to our expansion and oversight functions for the three months ended June 30, 2026, as compared to the three months ended June 30, 2025.

Previous wording

The increase in research and development was primarily due to the increase in Strategic Systems research and development efforts of $3.2 million during the three months ended March 31, 2026, as compared to the three months ended March 31, 2025.

Current wording

The increase in research and development was primarily due to the increase in Starlab research and development efforts of $4.3 million, along with $2.3 million in combined efforts primarily related to strategic systems research and development during the three months ended June 30, 2026, as compared to the three months ended June 30, 2025.

Previous wording

The decrease in finance and interest expense, net was driven primarily by lower interest expenses associated with our Term Loan extinguishment during the fiscal year 2025, which did not incur interest during the three months ended March 31, 2026.

Current wording

The decrease in finance and interest expense, net was driven primarily by lower interest expenses associated with our Term Loan extinguishment during the three months ended June 30, 2025, which did not incur interest during the three months ended June 30, 2026.

Previous wording

The increase in income tax expense was associated with an increase in deferred tax liabilities not able to support the realization of deferred tax assets during the three months ended March 31, 2026, as compared to the three months ended March 31, 2025.

Current wording

The increase in income tax expense was associated with an increase in deferred tax liabilities not able to support the realization of deferred tax assets during the six months ended June 30, 2026, as compared to the six months ended June 30, 2025.

Previous wording

The following table provides selected financial information for the Defense and Space Technologies segment:

Current wording

The following tables provide selected financial information for the Defense and Space Technologies segment.

Previous wording

The increase in net sales during the three months ended March 31, 2026 was driven primarily by a $0.2 million increase in commercial net sales compared to the three months ended March 31, 2025, along with an increase of $0.1 million in U.S. government net sales during the three months ended March 31, 2026, compared to the three months ended March 31, 2025. The increase in net sales for the three months ended March 31, 2026 was driven by product line performance for new programs in the Voyager portfolio, offset by programs that concluded during the 2025 fiscal year. The decrease in Adjusted EBITDA during the three months ended March 31, 2026 was driven by the increase of $2.1 million of segment research and development expenses related to increased investment in product development, along with program cost growth of $6.0 million compared to the three months ended March 31, 2025.

Current wording

The increase in net sales during the three months ended June 30, 2026 was driven primarily by an increase of $7.1 million in U.S. government net sales as compared to the three months ended June 30, 2025.

Previous wording

The decrease in Adjusted EBITDA during the three months ended March 31, 2026 was driven primarily by the $0.7 million increase in Starlab's expenses due to the continued growth of Starlab labor operations along with a $0.9 million increase in non-labor related research and development efforts in the three months ended March 31, 2026, as compared to the three months ended March 31, 2025.

Current wording

The decrease in Adjusted EBITDA during the three months ended June 30, 2026 was driven primarily by the $4.3 million increase in Starlab's research and development expenses due primarily to an increase in non-cash related research and development efforts of $1.8 million during the three months ended June 30, 2026, as compared to the three months ended June 30, 2025.

Previous wording

Intersegment eliminations are related to projects between our segments, including the construction of our Starlab program. Intersegment eliminations decreased to $0.9 million for the three months ended March 31, 2026, compared to $1.3 million for the three months ended March 31, 2025. The decrease in intersegment eliminations was primarily related to a decrease in Starlab driven programs.

Current wording

Intersegment eliminations are related to projects between our segments, including the construction of our Starlab program. Intersegment eliminations increased to $0.5 million for the three months ended June 30, 2026, compared to $0.4 million for the three months ended June 30, 2025. This change in intersegment eliminations was primarily related to an increase in Starlab driven programs.

Previous wording

(2)Unfunded backlog represents unfunded contract value remaining on contracts, customer options for f35uture products or services that have not yet been exercised and potential bookings under IDIQ contracts. As of March 31, 2026, unfunded backlog was primarily comprised of customer options for future products or services that have not yet been exercised in the Defense and Space Technologies segment.

Current wording

(2)Unfunded backlog represents unfunded contract value remaining on contracts, customer options for future products or services that have not yet been exercised and potential bookings under IDIQ contracts. As of June 30, 2026, unfunded backlog was primarily comprised of customer options for future products or services that have not yet been exercised in the Defense and Space Technologies segment.

Previous wording

We consider adjusted net loss attributable to common shareholders and adjusted net loss per common share to be useful, supplemental measures of our operations on aconsolidated basis and on aper share basis adjusting for items that are considered either non-operational, significant infrequent expenses, or sources of income that are not recurring to the business on a frequent basis. We define adjusted net loss attributable to common shareholders as the net income or loss attributable to common shareholders adjusted for stock-based compensation, business acquisition costs, restructuring, impairment losses, deferred income tax expense and other items mainly related to financing expenses and other individually immaterial items. We define adjusted net loss per common share as adjusted net loss attributable to common shareholders divided by our diluted basis number of weighted-average shares outstanding during the period. Since the adjustments made for presentational purposes do not impact the tax basis, the adjustments have been presented on a tax free basis.

Current wording

We consider adjusted net loss attributable to common shareholders and adjusted net loss per common share to be useful, supplemental measures of our operations on aconsolidated basis and on aper share basis adjusting for items that are considered either non-operational, significant infrequent expenses, or sources of income that are not recurring to the business on a frequent basis. We define adjusted net loss attributable to common shareholders as the net income or loss attributable to common shareholders adjusted for stock-based compensation, business acquisition costs, restructuring, impairment losses, deferred income tax (benefit) expense and other items mainly related to financing expenses and other individually immaterial items. We define adjusted net loss per common share as adjusted net loss attributable to common shareholders divided by our diluted basis number of weighted-average shares outstanding during the period. Since the adjustments made for presentational purposes do not impact the tax basis, the adjustments have been presented on a tax free basis.

Previous wording

We are focused on delivering innovative solutions to the defense, national security, and space end markets, and research and development is at the core of our business. We believe innovation spend and innovation spend excluding Starlab provide our management and investors useful measures of our aggregate spend on research and development type activities in support of our customers’ needs and our future growth. However, innovation spend is an operating metric, not a financial measure calculated or presented in accordance with GAAP, and companies in our industry may calculate innovation spend or similar operating metrics differently than we do. We define innovation spend as qualified research and development costs associated with the Internal Revenue Service (“IRS”) Section 174 categorization, as well as spend on designated development programs. Development programs are defined as initiatives that, when developed, will expand our product offerings under a customer funded arrangement. Innovation spend is comprised of various costs recognized in cost of sales and research and development costs within our consolidated statements of operations, as well as certain costs capitalized within property and equipment, net on our consolidated balance sheets. We define innovation spend excluding Starlab as innovation spend, minus the portion of innovation spend attributable to Starlab Space Stations. The table below sets forth the components of our innovation spend and innovation spend excluding Starlab for the three months ended March 31, 2026 and March 31, 2025:

Current wording

We are focused on delivering innovative solutions to the defense, national security, and space end markets, and research and development is at the core of our business. We believe innovation spend and innovation spend excluding Starlab provide our management and investors useful measures of our aggregate spend on research and development type activities in support of our customers’ needs and our future growth. However, innovation spend is an operating metric, not a financial measure calculated or presented in accordance with GAAP, and companies in our industry may calculate innovation spend or similar operating metrics differently than we do. We define innovation spend as qualified research and development costs associated with the Internal Revenue Service (“IRS”) Section 174 categorization, as well as spend on designated development programs. Development programs are defined as initiatives that, when developed, will expand our product offerings under a customer funded arrangement. Innovation spend is comprised of various costs recognized in cost of sales and research and development costs within our consolidated statements of operations, as well as certain costs capitalized within property and equipment, net on our consolidated balance sheets. We define innovation spend excluding Starlab as innovation spend, minus the portion of innovation spend attributable to Starlab Space Stations. The table below sets forth the components of our innovation spend and innovation spend excluding Starlab for the six months ended June 30, 2026 and June 30, 2025:

Previous wording

As of March 31, 2026, we had cash and cash equivalents of approximately $429.4 million, which primarily consisted of proceeds from our 2030 Convertible Notes, demand deposits, and money market mutual funds substantially all held within U.S. bank accounts. As of March 31, 2026, we also had $212.1 million in available revolver capacity, which brings our available liquidity to $641.4 million.

Current wording

As of June 30, 2026, we had cash and cash equivalents of approximately $373.4 million, which primarily consisted of proceeds from our 2030 Convertible Notes, demand deposits, and money market mutual funds substantially all held within U.S. bank accounts. As of June 30, 2026, we also had $212.1 million in available revolver capacity, which brings our available liquidity to approximately $585.5 million.

Previous wording

We currently expect that our principal sources of funding will include our cash from operations, current cash balances and ability to draw on our Credit Facility. We are focused on maintaining flexibility in the future evolution of our capital structure and seeking to access the lowest cost of capital while also remaining opportunistic as organic and external opportunities arise. Targeted external growth opportunities would be funded primarily with a mix of equity, cash, and debt. In addition to NASA funding, we expect to consider all financing options for Starlab, including funding through a combination of customer prebuys, the largest examples being other international space agencies, where prospective customers pay us in advance for usage of Starlab, as well as capital markets financing, including equity and project-based financing.

Current wording

We currently expect that our principal sources of funding will include our cash from operations, current cash balances and ability to draw on our Credit Facility (as defined below). We are focused on maintaining flexibility in the future evolution of our capital structure and seeking to access the lowest cost of capital while also remaining opportunistic as organic and external opportunities arise. Targeted external growth opportunities would be funded primarily with a mix of equity, cash, and debt. In addition to NASA funding, we expect to consider all financing options for Starlab, including funding through a combination of customer prebuys, the largest examples being other international space agencies, where prospective customers pay us in advance for usage of Starlab, as well as capital markets financing, including equity and project-based financing.

Previous wording

Since inception, we have incurred cumulative losses from operations and had an accumulated deficit of $429.9 million as of March 31, 2026. We will need to raise additional funds to meet our long-term strategic plans, and management believes it will be able to obtain additional financing to fund its operations. However, there can be no assurance that we will be successful in achieving our strategic plans, that our cash balance and future capital raises will be sufficient to support our ongoing operations, or that any additional financing will be available in a timely manner or on acceptable terms, if at all. Management’s plans include, but are not limited to, generating revenue from engineering services and product sales to customers and seeking external sources of liquidity via a mix of equity and debt.

Current wording

Since inception, we have incurred cumulative losses from operations and had an accumulated deficit of $476.4 million as of June 30, 2026. We will need to raise additional funds to meet our long-term strategic plans, and management believes it will be able to obtain additional financing to fund its operations. However, there can be no assurance that we will be successful in achieving our strategic plans, that our cash balance and future capital raises will be sufficient to support our ongoing operations, or that any additional financing will be available in a timely manner or on acceptable terms, if at all. Management’s plans include, but are not limited to, generating revenue from engineering services and product sales to customers and seeking external sources of liquidity via a mix of equity and debt.

Previous wording

The increase in cash used in operating activities for the three months ended March 31, 2026, as compared to the three months ended March 31, 2025, was driven by an increase in net loss year over year of $18.0 million, along with decreases due to working capital changes driven by payments made in accrued expenses in excess of accruals accounted for, but not yet paid, leading to a reduction of $5.6 million year over year.

Current wording

The increase in cash used in operating activities for the six months ended June 30, 2026, as compared to the six months ended June 30, 2025, was driven by the increase in net loss year over year of $33.7 million, along with the decrease in working capital changes of $13.1 million.

Previous wording

The primary driver for the increase in cash used in investing activities for the three months ended March 31, 2026, as compared to the three months ended March 31, 2025, was the cash used to purchase property and equipment of $24.1 million. The cash used to settle acquisition working capital amounts was offset by increases in grant funding for construction in progress activities.

Current wording

The primary driver for the increase in cash used in investing activities for the six months ended June 30, 2026, as compared to the six months ended June 30, 2025, was the increase in cash used to purchase property and equipment of $28.8 million and a reduction of grants to offset purchases of $7.2 million. Starlab capital investment accounted for $8.1 million of the increase in cash used for purchases of property and equipment, net of grants, with the remaining utilized for increasing manufacturing capacity. The cash provided by grant funding for construction in progress was partially offset by activities to settle acquisition working capital amounts.

Previous wording

The decrease of cash generated in financing activities for the three months ended March 31, 2026, as compared to the three months ended March 31, 2025, was driven by proceeds from our cash raised during the three months ended March 31, 2025 of $142.6 million for our Series C and common stock fundraising. This decrease was partially offset by the $7.0 million sale of noncontrolling interest and $3.6 million in the exercise of stock options that occurred during the three months ended March 31, 2026.

Current wording

The decrease of cash generated in financing activities for the six months ended June 30, 2026, as compared to the six months ended June 30, 2025, was driven by proceeds from our cash raised during the six months ended June 30, 2025 of $409.4 million from our IPO proceeds along with $161.9 million raised in our issuance of common stock and preferred stock prior to IPO. This decrease was slightly offset by the $37.6 million payments on preferred shares and a $64.4 million repayment of the Term Loan during the six months ended June 30, 2025. Noncontrolling interest sale increased of $13.0 million during the six months ended June 30, 2026, and stock option exercise inflows of $8.4 million also partially offset the decrease in financing inflows.

Previous wording

On May 30, 2025, we entered into a new senior secured revolving credit facility (the “Credit Facility”) with a syndicate of lenders, led by JP Morgan Chase Bank, N.A., providing for aggregate commitments of $200.0 million. The Credit Facility is being used for working capital and other general corporate purposes. The Credit Facility has an initial maturity of four years from the closing date and includes an uncommitted accordion feature that permits us, subject to certain conditions, to request an increase in the aggregate commitments by up to an additional $150.0 million, for a total potential facility size of $350.0 million. Borrowings under the Credit Facility bear interest at a variable rate based on Adjusted Term SOFR plus an applicable margin. The applicable margin for borrowings ranges from 2.25% to 2.75%, depending on our consolidated liquidity levels, as defined in the agreement. In addition, we are required to pay an undrawn commitment fee ranging from 0.25% to 0.30% on the unused portion of the Credit Facility, also based on liquidity levels. The Credit Facility contains customary covenants, representations and warranties, and events of default, including, among others, restrictions on the incurrence of additional indebtedness, the creation of liens, certain fundamental changes, and certain restricted payments. Covenants include financial covenants, such as a minimum liquidity amount as of the last day of each fiscal quarter and minimum consolidated revenue amounts over a trailing four quarter period. The obligations under the Credit Facility are secured by substantially all of Voyager and our domestic subsidiaries’ assets, with the exception of Starlab, subject to certain customary exceptions. During the year ended December 31, 2025, we used the Credit Facility to draw down $64.5 million and repay our outstanding Term Loan commitment. The withdrawn funds were repaid the same day to the Credit Facility.

Current wording

On May 30, 2025, we entered into a new senior secured revolving credit facility with a syndicate of lenders, led by JP Morgan Chase Bank, N.A., providing for aggregate commitments of $200.0 million. On July 6, 2026, we entered into a Fourth Amendment (the " Fourth Amendment") to such senior secured revolving credit facility (as amended, the "Credit Facility"). The Fourth Amendment amended the Credit Facility to, among other things, (i) increase the aggregate amount of the commitments by $50.0 million to $250.0 million and (ii) provide for certain changes to the covenants and other provisions contained therein. The Credit Facility is being used for working capital and other general corporate purposes. The Credit Facility has an initial maturity of four years from the original closing date and includes an uncommitted accordion feature that permits us, subject to certain conditions, to request an increase in the aggregate commitments by up to an additional $150.0 million, for a total potential facility size of $400.0 million. Borrowings under the Credit Facility bear interest at a variable rate based on Adjusted Term SOFR plus an applicable margin. The applicable margin for borrowings ranges from 2.25% to 2.75%, depending on our consolidated liquidity levels, as defined in the agreement. In addition, we are required to pay an undrawn commitment fee ranging from 0.25% to 0.30% on the unused portion of the Credit Facility, also based on liquidity levels. The Credit Facility contains customary covenants, representations and warranties, and events of default, including, among others, restrictions on the incurrence of additional indebtedness, the creation of liens, certain fundamental changes, and certain restricted payments. Covenants include financial covenants, such as a minimum liquidity amount as of the last day of each fiscal quarter and minimum consolidated revenue amounts over a trailing four quarter period. The obligations under the Credit Facility are secured by substantially all of Voyager and our domestic subsidiaries’ assets, with the exception of Starlab, subject to certain customary exceptions. During the year ended December 31, 2025, we used the Credit Facility to draw down $64.5 million and repay our outstanding Term Loan commitment. The withdrawn funds were repaid the same day to the Credit Facility. As of June 30, 2026, the Company had no drawn amounts on the Credit Facility.

Previous wording

As of March 31, 2026, the principal outstanding is $460.0 million. Debt discount and issuance costs related to the 2030 Convertible Notes totaled $11.7 million for the period ended March 31, 2026 and are amortized to interest expense, included within other income (expense), net on our condensed consolidated statements of operations over the contractual term of the notes. For the three months ended March 31, 2026, there was $0.6 million in amortization of debt discount and issuance costs. The 2030 Convertible Notes accrue interest at a rate of 0.75% per annum, payable semi-annually in arrears on May 15 and November 15 of each year, beginning on May 15, 2026. Interest expense associated with the 2030 Convertible Notes was $0.9 million for the three months ended March 31, 2026.

Current wording

As of June 30, 2026, the principal outstanding is $460.0 million. Unamortized debt discount and issuance costs related to the 2030 Convertible Notes totaled $11.1 million as of June 30, 2026 and are amortized to interest expense, included within other income (expense), net on our condensed consolidated statements of operations over the contractual term of the notes. For the six months ended June 30, 2026, there was $1.3 million in amortization of debt discount and issuance costs. The 2030 Convertible Notes accrue interest at a rate of 0.75% per annum, payable semi-annually in arrears on May 15 and November 15 of each year, beginning on May 15, 2026. Interest expense associated with the 2030 Convertible Notes was $1.7 million for the six months ended June 30, 2026.

Previous wording

In connection with the pricing of the 2030 Convertible Notes, we entered into privately negotiated capped call transactions (the “Capped Call Transactions”) with certain of the initial purchasers in the offering of the 2030 Convertible Notes or their affiliates and certain other financial institutions. Pursuant to the Capped Call Transactions, we used approximately $66.7 millionof the net proceeds from the offering of the 2030 Convertible

Current wording

In connection with the pricing of the 2030 Convertible Notes, we entered into privately negotiated capped call transactions (the “Capped Call Transactions”) with certain of the initial purchasers in the offering of the 2030 Convertible Notes or their affiliates and certain other financial institutions. Pursuant to the Capped Call Transactions, we used approximately $66.7 millionof the net proceeds from the offering of the 2030 Convertible Notes to fund the Capped Call Transactions. The Capped Call Transactions cover, subject to customary adjustments, the number of shares of Class A common stock initially underlying the 2030 Convertible Notes.

Previous wording

During the three months ended March 31, 2026, 343,200 shares were physically delivered to us, and are considered treasury stock. These shares are not included in the weighted-average shares outstanding calculation because they are considered shares issued but not outstanding. As of March 31, 2026, 343,200 shares have been physically delivered to us in connection with the Prepaid Forward.

Current wording

During the three months ended June 30, 2026, 111,500 shares were physically delivered to us, and are considered treasury stock. These shares are not included in the weighted-average shares outstanding calculation because they are considered shares issued but not outstanding. As of June 30, 2026, 454,700 shares have been physically delivered to us in connection with the Prepaid Forward.