Intuitive Machines, Inc.
For the period ended Jun 30, 2026. Filed Aug 13, 2026.
View on SEC.govAbout this filing
A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Jun 30, 2026 · Filed Aug 13, 2026
LUNR$10.47+21.5%Stored close · as of Nov 6, 2026
What changed in Management’s Discussion and Analysis?
Read the current filingPrevious report: 10-Q
Period ended 2026-03-31; filed 2026-05-15.
0001628280-26-035236
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsCurrent report: 10-Q
Period ended 2026-06-30; filed 2026-08-13.
0001628280-26-056821
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsThe baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.
Compared 177 previous paragraphs and 201 current paragraphs.
134 unchanged; 37 reworded; 27 added; 5 removed; 1 previous and 3 current paragraphs rearranged.
Tables are not compared: 6 previous and 6 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.
A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.
Added paragraphs (27)
Current report
On August 3, 2026, the Company consummated the acquisition of the Goonhilly group’s UK and U.S. operations pursuant to the terms of a Share Purchase Agreement (the “SPA”), dated May 14, 2026, with Goonhilly Holdings Limited, as seller. Pursuant to the SPA, the Company acquired all of the issued and outstanding shares of Goonhilly Earth Station Limited, a ground station and satellite communications company incorporated in England and Wales (the “UK Acquisition”). The aggregate consideration for the UK Acquisition (the “UK Consideration”) was£37,000,000, split equally between cash and stock. The stock portion consists of 960,649 shares of Class A Common Stock (the “Consideration Shares”). The UK Consideration is subject to post-closing adjustment.
Current report
Additionally, as part of the acquisition of the Goonhilly group’s UK and U.S. operations pursuant to the SPA, on August 3, 2026, the Company entered into a Membership Interest Purchase Agreement (the “MIPA”) with Goonhilly Holdings USA Inc., pursuant to which we acquired all of the issued and outstanding membership interests of COMSAT LLC (formerly Goonhilly Inc.) (“COMSAT”) for a base cash purchase price of$10.0 million and reimbursement of expenses, subject to adjustments for cash, debt, working capital and specified capital expenditures, including a post-closing true-up.
Current report
Multi-satellite award
Current report
In June 2026, we received an Authorization to Proceed from a customer to begin work on a multi-satellite program, which includes three additional geostationary communications satellites. The program has an anticipated aggregate value of over $600.0 million.
Current report
Customer credit and contract exposure
Current report
Certain subsidiaries and affiliates of EchoStar Corporation commenced Chapter 11 bankruptcy proceedings beginning on June 30, 2026, and Hughes Satellite Systems Corporation and certain additional EchoStar-affiliated entities commenced separate Chapter 11 proceedings on August 2, 2026. Lanteris has multiple customer relationships with entities under the EchoStar corporate umbrella, including receivables associated with completed satellite programs and an active satellite construction contract. Certain entities included in the proceedings on August 2, 2026 are direct contractual counterparties under certain completed satellite programs, while other debtor entities have historically served as payors, sold-to parties or otherwise have been associated with certain contracts.
Current report
As of June 30, 2026, Lanteris had approximately $10.1 million of accounts receivable and $41.4 million of orbital receivables associated with EchoStar-affiliated entities and had zero related contract assets. Lanteris also continues to perform under an active satellite construction contract with an EchoStar-affiliated entity that was not included in the bankruptcy proceedings as of August 13, 2026.
Current report
We evaluated the collectability of these balances and the effect of the proceedings on revenue recognition for the active contract. Based on information currently available, including the identity and obligations of the contractual counterparties, historical and subsequent payment activity, expected recoveries, continuing contract performance and the status of the bankruptcy proceedings, we did not record an incremental credit-loss provision or adjust revenue recognition as of June 30, 2026. We continue to evaluate the treatment of certain claims and contracts in the bankruptcy proceedings and to monitor payment activity and other developments through the date of the filing.
Current report
The proceedings remain subject to change. An adverse change in expected recoveries, a missed or delayed payment, rejection or modification of a contract, changes in customer funding, or other developments affecting the customer relationships could result in credit losses, delayed cash collections, reduced revenue or margin, or disruption of future contract performance.
Current report
Subsequent events
Current report
The Company was selected by the L3Harris Technologies to support the Space Development Agency’s Accelerated Missile Defense Tranche 3 (“AMDT3”) mission. Under this contract, we will build and deliver eighteen spacecraft platforms using the IM 300 platform for hypersonic and ballistic missile tracking capabilities.
Current report
•The sixth NASA payload contract, the IM-5 mission was awarded in June 2026 and has an estimated revenue under a fixed-priced contract with a base-period value of $68.6 million as of June 30, 2026. The contract also includes a customer option period with a value of $79.7 million and a performance incentive of up to $15.0 million. As of June 30, 2026, the option period has not been exercised by the customer. The IM-5 base-period of performance runs through August 2027.
Current report
Total revenue increased by$155.9 millionfor thethree months ended June 30, 2026 compared to the same period in 2025, mostly related to our acquisition of Lanteris in January 2026 which contributed$166.7 million driven by revenues from commercial satellite contracts for $64.5 million, national security contracts for $57.8 million, and civil contracts for $44.4 million.
Current report
For thethree months ended June 30, 2026 compared to the same period in 2025, the revenues on the CLPS mission contracts decreased slightly by$0.7 million. Revenue from the IM-4 mission decreased by $3.3 million primarily due to an unfavorable change in the estimate contract costs to meet payload customer obligations, which was offset by increases in IM-3 revenue of $1.8 million as this mission readies as the Company’s next launch, and IM-6 of $0.8 million which was awarded in March 2026.
Current report
Comparison of six months ended June 30, 2026 and 2025
Current report
Total cost of revenue increased by $108.1 million, for thethree months ended June 30, 2026 compared to the same period in 2025, mostly related to our acquisition of Lanteris in January 2026 which incurred costs of$119.3 million driven by product costs from commercial satellite contracts for $46.0 million, national security contracts for $46.6 million, and civil contracts for $26.7 million.
Current report
For thethree months ended June 30, 2026 compared to the same period in 2025, the cost of revenues on the CLPS mission contracts decreased by$3.0 million. The cost of revenue on the IM-3 mission decreased by approximately $11.5 million driven by higher estimated contract costs in 2025 related to the alignment of the mission schedule with the completion of an internally-developed satellite to be placed in lunar orbit to meet NSN contract obligations partially offset by the IM-4 mission increase of $8.8 million due to unfavorable cost adjustment to meet payload customer obligations. As of June 30, 2026, the IM-3 and IM-4 contracts are in a loss position. For the three months ended June 30, 2026 compared to the same period in 2025, the accrued contract loss for IM-3 decreased by approximately $14.7 million primarily related to the 2025 increases in estimated costs driven by the alignment of the mission schedule with the completion of an internally-developed satellite to be placed in lunar orbit to meet NSN contract obligations. For the same comparable periods, the accrued contract loss for IM-4 increased by $13.5 million driven by the cost adjustments as previously discussed.
Current report
Cost of revenue decreasedonthe LTV contract by $4.9 million as the contract was completed in the second quarter of 2025, the NSN contract by $2.0 million due to schedule delay, the OMES III contractby $1.2 million due to NASA’s cancellation of the OSAM project, various engineering services of $0.1 million.
Current report
Comparison of six months ended June 30, 2026 and 2025
Current report
The $44.8 million increased for the three months ended June 30, 2026, compared to the same periods in 2025, was primarily driven by higher employee compensation and benefits expense of $20.6 million, increased non-cash share-based compensation expense of $8.0 million, higher professional services of $9.2 million driven by accounting, legal and other consulting fees to support, business development expense increase of $3.7 million, and various other administrative costs $3.1 million
Current report
Other income (expense), net
Current report
Total other income (expense), net unfavorable change of $6.1 million for the three months ended June 30, 2026 compared to the same period in 2025 was primarily due to higher interest expense mostly related to the Convertible Notes of $4.4 million, reduction in interest income of $2.0 million, and unfavorable change in contingent consideration liabilities of $0.9 million, partially offset by favorable change in the fair value of warrant liabilities of $1.4 million.
Current report
In connection with the Lanteris acquisition, we reassessed our backlog policy to reflect the broader range of contractual arrangements and binding customer authorizations utilized across our combined business. We generally include total expected revenue in backlog when management concludes that a customer has made a substantive commercial commitment to a defined scope of work under a legally binding contractual arrangement or other binding customer authorization. Management considers whether the scope of work and pricing are substantially defined, the customer has authorized performance, and remaining contractual or administrative steps are not expected to materially change the overall commercial economics of the program.
Current report
On June 2, 2026, the Company entered into a Sales Agreement (as defined in Note 12) with the selling agents named therein pursuant to which the Company may, from time to time, offer and sell shares of Class A Common Stock for aggregate gross proceeds of up to $500.0 million pursuant to an at-the-market financing facility (the “ATM Program”). During the second quarter of 2026, the Company raised approximately $235.2 million in net proceeds and incurred transaction fees of approximately $0.6 million for the initial set-up costs pursuant to the ATM Program. Refer to Note 12 for additional information on the ATM Program and Note 2 for additional information on the related transaction costs.
Current report
August 3, 2026, we consummated the Goonhilly acquisition. For additional information, refer to “Recent Developments,” above and Note 22 - Subsequent Events.
Current report
Palo Alto Campus - Lease Amendment
Current report
In July 2026, the Company executed an amendment to the lease agreement for its Palo Alto, California facility that supports spacecraft design, systems engineering, and program management. The amendment extended the lease term by 17 years through July 2043 with an option to extend for an additional 10 years through July 2053, resulting in estimated remeasured right-of-use asset and lease liability of $109.1 million. Under the prior lease terms, the facility lease would have expired in at the end of 2033 if the Company executed an option. The amendment provides long-term facility certainty and supports strategic objectives of avoiding relocation costs, maintaining production stability, and retaining access to engineering and technical talent available in the Silicon Valley area. Base rent under the amended lease continues at previously contracted rates through 2029 with annual escalations of approximately 3% thereafter.
Removed paragraphs (5)
Previous report
Purchase Agreement - Lanteris Space Systems
Previous report
On January 13, 2026, the Company completed the acquisition of 100% of the issued and outstanding membership interests of Lanteris Space Holdings LLC (“Lanteris”), pursuant to a Membership Interest Purchase Agreement with Vantor Holdings Inc. Formerly Maxar Space Systems, Lanteris is a spacecraft manufacturer serving national security, commercial and civil customers. In alignment with our vision, we believe the acquisition of Lanteris positions us as a vertically integrated, next generation space prime that can design, manufacture, deliver, and operate missions from earth orbit to the Moon, Mars, and beyond. See Note 3 - Acquisitions for additional information on the Lanteris acquisition.
Previous report
Stifel Loan Agreement
Previous report
On January 12, 2026, the Company and Stifel Bank entered into a waiver, in respect to the loan agreement, pursuant to which Stifel Bank consented to the acquisition of Lanteris (as discussed above and in Note 3 - Acquisitions) and halted any borrowing and covenant obligations by the Company under the revolving credit facility. See Note 10 - Debt for additional information on this loan and security agreement.
Previous report
Other income, net
Reworded paragraphs (37)
Previous wording
You should read the following discussion and analysis of our financial condition and results of operations in conjunction with our condensed consolidated financial statements and related notes thereto included elsewhere in this Quarterly Report, as well as our audited consolidated financial statements as of and for the years ended December 31, 2025 and 2024 which was filed with the Securities and Exchange Commission (the “SEC”) on March 19, 2026. Certain of the information contained in this discussion and analysis or set forth elsewhere in this Quarterly Report, includes forward-looking statements that involve risks and uncertainties. As a result of many factors, including those factors set forth in the sections titled “Cautionary Note Regarding Forward-Looking Statements“ and Part II. Item 1A. “Risk Factors” included in this Quarterly Report and in the section titled Part I. Item 1A. “Risk Factors” in our 2025 Annual Report on Form 10-K filed with the SEC on March 19, 2026, our actual results could differ materially from the results described in or implied by the forward-looking statements contained in the following discussion and analysis.
Current wording
You should read the following discussion and analysis of our financial condition and results of operations in conjunction with our unaudited condensed consolidated financial statements and related notes thereto included elsewhere in this Quarterly Report, as well as our audited consolidated financial statements as of and for the years ended December 31, 2025 and 2024 which was filed with the Securities and Exchange Commission (the “SEC”) on March 19, 2026. Certain of the information contained in this discussion and analysis or set forth elsewhere in this Quarterly Report, includes forward-looking statements that involve risks and uncertainties. As a result of many factors, including those factors set forth in the sections titled “Cautionary Note Regarding Forward-Looking Statements“ and Part II. Item 1A. “Risk Factors” included in the section titled Part I. Item 1A. “Risk Factors” in our 2025 Annual Report on Form 10-K filed with the SEC on March 19, 2026, our actual results could differ materially from the results described in or implied by the forward-looking statements contained in the following discussion and analysis.
Previous wording
We continue to monitor economic conditions and the impact of macroeconomic pressures, including repercussions from elevated interest rates, sustained inflation and recession fears, supply chain disruptions, monetary and fiscal policy measures including future actions or inactions of the United States government related to the “debt-ceiling”, heightened geopolitical tensions and armed conflicts (such as the ongoing wars in Ukraine, Israel and Iran), the current budgetary and deficit funding environment, future government shutdowns, and the political and regulatory environment (including changes as a result of policy shifts implemented by the current administration) on our business, customers, suppliers and other third parties. While rising costs and other inflationary pressures have not had a material impact on our business to date, we are monitoring the situation and assessing its impact on our business, including to our partners and customers.
Current wording
We continue to monitor economic conditions and the impact of macroeconomic pressures, including repercussions from elevated interest rates, sustained inflation and recession risks, supply chain disruptions, monetary and fiscal policy measures including future actions or inactions of the United States government related to the “debt-ceiling”, heightened geopolitical tensions and armed conflicts, including the ongoing war in the Ukraine and conflict in the Middle East, the current budgetary and deficit funding environment, future government shutdowns, and the political and regulatory environment (including changes as a result of policy shifts implemented by the current administration) on our business, customers, suppliers and other third parties. While rising costs and other inflationary pressures have not had a material impact on our business to date, we are monitoring the situation and assessing its impact on our business, including to our partners and customers.
Previous wording
During 2025, we observed a significant shift in U.S. trade policy, with increased tariffs and the imposition of new tariffs that could impact our supply chain and our business. While some of these wide-reaching tariffs have been paused, these trade policy decisions are outside of our control and may have consequences for our business. Changes in trade policies, such as new tariffs or increases in tariffs, or reactionary measures including retaliatory tariffs or legal challenges, could have an adverse impact on our business. Even though we primarily sell our products and services to U.S. Government customers and our suppliers are primarily domestic, we have some exposure to imported materials and components. Based on current conditions, we do not expect a material impact on our results of operations or financial condition over the next year. We will continue to monitor the evolving trade landscape and assess potential implications on our supply chain and business.
Current wording
U.S. trade policy continues to evolve, including through the imposition of new or increased tariffs that could impact our supply chain and our business. These trade policy decisions are outside of our control and may have consequences for our business. Changes in trade policies, such as new tariffs or increases in tariffs, or responsive measures, including retaliatory tariffs or legal challenges, could have an adverse impact on our business. Although we primarily sell our products and services to U.S. Government customers and our suppliers are primarily domestic, we have some exposure to imported materials and components. Based on current conditions, we have not experienced to date and do not expect a material impact on our results of operations or financial condition over the next year. We will continue to monitor the evolving trade landscape and assess potential implications on our supply chain and business.
Previous wording
Any future U.S. government shutdown may cause our business, program performance and results of operations to be impacted by the disruptions to federal government offices, workers, and operations, including risks relating to the funding of certain programs, stop work orders, delay in contract awards, new program starts, payments for work performed from U.S. government entities, and other actions. We may also experience similar impacts in the event of a series of short-term continuing resolutions rather than full-year fiscal year appropriations. Generally, the significance of these impacts will primarily be based on the length of the shutdown and timing of passage of a new continuing resolutions or a full budget.
Current wording
Any future U.S. government shutdown may cause our business, program performance and results of operations to be impacted by the disruptions to federal government offices, workers, and operations, including risks relating to the funding of certain programs, stop-work orders, delay in contract awards and new program starts, payments for work performed from U.S. government entities, and other actions. We may also experience similar impacts in the event of a series of short-term continuing resolutions rather than full-year fiscal year appropriations. Generally, the significance of these impacts will primarily be based on the length of any shutdown and the timing of passage of a new continuing resolution or full-year appropriations.
Previous wording
Our success will partially depend on our ability to expand our lunar mission operations and win government contracts in 2026 and beyond. We completed the first mission in February 2024 and completed our second mission in March 2025. With binding agreements for additional launches as of March 31, 2026, we have $1.1 billion in contracted backlog, and we are in active discussions with numerous potential customers, including government agencies and private companies, to potentially add to our contracted revenue backlog.
Current wording
Our success will partially depend on our ability to expand our lunar mission operations and win government contracts in 2026 and beyond. We completed the first mission in February 2024 and completed our second mission in March 2025. With binding agreements for additional launches as of June 30, 2026, we have $1.76 billion in contracted backlog, and we are in active discussions with numerous potential customers, including government agencies and private companies, to potentially add to our contracted revenue backlog.
Previous wording
Earn Out Units are classified as liabilities transactions at initial issuance which were offset against paid-in capital as of the closing of the Business Combination. At each period end, the Earn Out Units are remeasured to their fair value with the changes during that period recognized in other income (expense) on the condensed consolidated statement of operations. Upon issuance and release of the shares after each Triggering Event is met, the related Earn Out Units will be remeasured to fair value at that time with the changes recognized in other income (expense), and such Earn Out Units will be reclassed to stockholders’ equity (deficit) on the consolidated balance sheet. See Note 16 of the condensed consolidated financial statements for additional information on the earn-out liabilities.
Current wording
Upon issuance and release of the shares after each Triggering Event is met, the related Earn Out Units will be remeasured to fair value at that time with the changes recognized in other income (expense), and such Earn Out Units will be reclassed to stockholders’ equity (deficit) on the consolidated balance sheet. See Note 16 of the condensed consolidated financial statements for additional information on the earn-out liabilities.
Previous wording
Net income (loss) attributable to redeemable noncontrolling interest
Current wording
Net loss attributable to redeemable noncontrolling interest
Previous wording
Redeemable noncontrolling interest represents the portion of Intuitive Machines, LLC that the Company controls and consolidates but does not own. The noncontrolling interest was created as a result of the Business Combination and represented the common units issued by Intuitive Machines, LLC to the prior investors. The Company allocates net income or loss attributable to the noncontrolling interest based on the weighted average ownership interest during the period. The net income or loss attributable to noncontrolling interests is reflected in the condensed consolidated statement of operations. As of March 31, 2026, the financial results of Intuitive Machines, LLC were consolidated into Intuitive Machines, Inc. and resulted in the allocation of approximately 26.3% of Intuitive Machines, LLC’s net loss to noncontrolling interest.
Current wording
Redeemable noncontrolling interest represents the portion of Intuitive Machines, LLC that the Company controls and consolidates but does not own. The noncontrolling interest was created as a result of the Business Combination and represented the common units issued by Intuitive Machines, LLC to the prior investors. The Company allocates net income or loss attributable to the noncontrolling interest based on the weighted average ownership interest during the period. The net income or loss attributable to noncontrolling interests is reflected in the condensed consolidated statement of operations. As of June 30, 2026, the financial results of Intuitive Machines, LLC were consolidated into Intuitive Machines, Inc. and resulted in the allocation of approximately 24.8% of Intuitive Machines, LLC’s net loss to noncontrolling interest.
Previous wording
The following table sets forth information regarding our consolidated results of operations for the three months ended March 31, 2026 compared to the three months ended March 31, 2025.
Current wording
The following table sets forth information regarding our consolidated results of operations for the three months ended June 30, 2026 compared to the three months ended June 30, 2025, and for the six months ended June 30, 2026 compared to the six months ended June 30, 2025.
Previous wording
•The initial NASA payload contract for the IM-3 mission was awarded in November 2021 with an initial targeted mission launch date no later than June 2024. Total IM-3 mission estimated revenue under fixed-priced contracts is $91.3 million (excluding constrained revenue of $9.7 million) as of March 31, 2026. The IM-3 mission timeline runs through March 2027.
Current wording
•The NASA payload contract for the IM-3 mission was awarded in November 2021. Total IM-3 mission estimated revenue under fixed-priced contracts is $91.3 million (excluding constrained revenue of $9.7 million) as of June 30, 2026. The IM-3 period of performance runs through March 2027.
Previous wording
•The initial NASA payload contract for the IM-4 mission was awarded in August 2024 with an initial targeted mission launch date no later than August 2028, although we expect the mission launch to occur during the second half of 2027. Total IM-4 mission estimated revenue under fixed-priced contracts is $124.5 million (excluding constrained revenue of $16.2 million) as of March 31, 2026.
Current wording
•The NASA payload contract for the IM-4 mission was awarded in August 2024. Total IM-4 mission estimated revenue under fixed-priced contracts is $124.5 million (excluding constrained revenue of $16.2 million) as of June 30, 2026. The IM-4 period of performance runs through August 2028.
Previous wording
•The initial NASA payload contract for the IM-5 mission was awarded in March 2026 with an initial targeted mission launch of mid-year 2030. Total IM-5 mission estimated revenue under fixed-priced contracts is $161.4 million (excluding constrained revenue of $18.3 million) as of March 31, 2026.
Current wording
•The fifth NASA payload contract, the IM-6 mission was awarded in March 2026 and has an estimated revenue under fixed-priced contracts of $160.1 million (excluding constrained revenue of $18.3 million) as of June 30, 2026. The IM-6 period of performance runs through May 2031.
Previous wording
Total revenue increased by$124.2 millionfor the three months ended March 31, 2026 compared to the same period in 2025, mostly related to our recent acquisition of Lanteris in January 2026 which contributed$141.6 million driven by revenues from several government contracts, notably the Tracking Layer program for $39.5 million, Power & Propulsion Element for $30.6 million, a government defense contract for $7.7 million, commercial satellite contracts related to EchoStar for $23.7 million, a proprietary commercial contract for $23.4 million, and SiriusXM for $11.8 million.
Current wording
Total revenue increased by $280.1 millionfor the six months ended June 30, 2026 compared to the same period in 2025, mostly related to our acquisition of Lanteris in January 2026 which contributed$308.3 million driven by revenues from commercial satellite contracts for $127.6 million, national security contracts for $105.2 million, and civil contracts for $75.4 million.
Previous wording
For the three months ended March 31, 2026 compared to the same period in 2025, the revenues on the CLPS mission contracts decreased by$12.7 million, mostly due to the IM-2 mission completion in March of 2025 which contributed $12.7 million in revenues during the first quarter of 2025. Revenue from the IM-3 mission decreased by $3.6 milliondue to launch delay, while revenue from the IM-4 mission increased by $3.6 million as activity ramps up for the next mission to follow IM-3.
Current wording
For the six months ended June 30, 2026 compared to the same period in 2025, the revenues on the CLPS mission contracts decreased by$13.5 million, mostly due to the IM-2 mission completion in March of 2025 which contributed $12.8 million in revenues during the first quarter of 2025. The IM-3 mission decreased by $1.8 million, slightly offset by an increase of $0.8 million on IM-6 which was awarded in March 2026.
Previous wording
Revenue on the OMES III contract decreased by$5.5 million due to NASA’s cancellation of the OSAM task orders, and the LTV contract decreased by $6.9 million due tocompletion in the second quarter of 2025. Various other engineering services contributed a net increase in revenue of$0.6 million.
Current wording
Revenues on the LTV contract decreased by $12.8 million due tocompletion in the second quarter of 2025, the OMES III contract decreased by $7.4 million due to NASA’s cancellation of the OSAM task orders, and the NSN contract decreased by $8.1 million due to schedule delay and an unfavorable change in the EAC. Various other engineering services contributed a net increase in revenue of$13.5 million.
Previous wording
Total cost of revenue increased by$100.8 million, for the three months ended March 31, 2026 compared to the same period in 2025, mostly related to our acquisition of Lanteris in January 2026 which incurred costs of$113.9 million driven by product costs from several government contracts, notably the Tracking Layer program for $32.2 million, NASA Power & Propulsion Element for $27.2 million, and a government defense contract for $6.2 million, and commercial satellite contracts related to EchoStar for $20.1 million, a proprietary commercial contract for $19.7 million, and SiriusXM for $9.6 million.
Current wording
Total cost of revenue increased by $208.9 million, for the six months ended June 30, 2026 compared to the same period in 2025, mostly related to our acquisition of Lanteris in January 2026 which we incurred costs of $233.2 million driven by product costs from commercial satellite contracts for $94.1 million, national security contracts for $85.2 million, and civil contracts for $54.0 million.
Previous wording
For the three months ended March 31, 2026 compared to the same period in 2025, the cost of revenues on the CLPS mission contracts decreased by$4.7 million. The cost of revenue on IM-2 mission decreased by approximately $8.7 million as the mission was completed in March 2025, partially offset by the IM-4 mission increase of $4.0 million as activity ramps up. The cost of revenue for the IM-3 mission was flat for the same comparative periods. As of March 31, 2026, the IM-3 and IM-4 contracts are in a loss position. For the three months ended March 31, 2026 compared to the same period in 2025, the accrued contract loss for IM-3 increased by approximately $2.5 million due to increase in estimate at completion and the accrued contract loss for IM-4 was relatively flat.
Current wording
For the six months ended June 30, 2026 compared to the same period in 2025, the cost of revenues on the CLPS mission contracts decreased by$7.7 million. Cost of revenue decreased on the IM-2 mission by approximately $9.4 million as the mission was completed in March 2025 and the IM-3 mission by $11.6 million related to higher 2025 costs as described above. These decreases were partially offset by the IM-4 mission cost of revenue increase of $12.8 million driven by higher costs to meet payload customer obligations. As of June 30, 2026, the IM-3 and IM-4 contracts are in a loss position. For the six months ended June 30, 2026 compared to the same period in 2025, the accrued contract loss for IM-3 decreased by approximately $12.1 million which was offset by the accrued contract loss increase of $13.4 million on IM-4, for reasons as previously discussed.
Previous wording
Cost of revenue decreasedonthe OMES III contractby $5.4 million due to NASA’s cancellation of the OSAM projectand the LTV contract by $7.6 million as the contract was completed in the second quarter of 2025, offset by cost of revenue increases on various engineering services of $4.9 million,
Current wording
Cost of revenue decreasedonthe OMES III contractby $6.6 million due to NASA’s cancellation of the OSAM project, the LTV contract by $12.6 million as the contract was completed in the second quarter of 2025, and the NSN contract by $1.7 million due to schedule delay. These decreases were slightly offset by cost of revenue increases on various engineering services of $4.4 million.
Previous wording
Research and development increased by $4.7 million for the three months ended March 31, 2026 compared to the same period in 2025 as the Company invests in initiatives to expand our product and service capabilities.
Current wording
Research and development increased by $7.3 million for the three months ended June 30, 2026, compared to the same period in 2025, and increased by $11.9 million for the six months ended June 30, 2026, compared to the same period in 2025. The increases were primarily attributable to investments in initiatives aimed at expanding the Company’s product and service capabilities.
Previous wording
General and administrative expense (excluding depreciation and amortization) (“G&A”) increased by $35.5 million for the three months ended March 31, 2026 compared to the same period in 2025. These increases primarily reflect the Company’s investment in its workforce to support our operations and business infrastructure, business development, and information technology to optimize corporate and operational processes and systems, and research and development initiatives to expand our product and service capabilities. Additionally, the increase was driven by the Company’s acquisition of Lanteris on January 13, 2026. These increases are summarized below.
Current wording
General and administrative expense (excluding depreciation and amortization) (“G&A”) increased by $44.8 million for the three months ended June 30, 2026, compared to the same period in 2025, and increased by $80.2 million for the six months ended June 30, 2026, compared to the same period in 2025. These increases primarily reflect the Company’s investment in its workforce to support our operations and business infrastructure, business development, and information technology to optimize corporate and operational processes and systems, and research and development initiatives to expand our product and service capabilities. Additionally, the increase was driven by the Company’s acquisition of Lanteris on January 13, 2026. These increases are summarized below.
Previous wording
The $35.5 million increase for the three months ended March 31, 2026 compared to the same periods in 2025 was driven by higher employee compensation and benefits expense of $18.3 million and non-cash share-based compensation expense of $6.0 million, and professional services of $13.8 million driven by accounting and legal fees, partially offset by various decreases $2.7 million.
Current wording
The $80.2 million increase for the six months ended June 30, 2026, compared to the same periods in 2025, was driven by higher employee compensation and benefits expense of $38.8 million and non-cash share-based compensation expense of $14.0 million, higher professional services of $23.0 million driven by accounting, legal and other consulting fees, and business development expense increase of $4.5 million, partially offset by various other administrative costs net decrease of $0.3 million.
Previous wording
Total other income (expense), net unfavorable change of $24.4 million for the three months ended March 31, 2026 compared to the same period in 2025 was primarily due to the unfavorable changes in the fair value of warrant liabilities of $52.4 million and contingent consideration liabilities of $0.5 million, interest expense mostly related to the Convertible Notes of $4.9 million partially offset by the favorable change in the fair value of earn out liabilities as the earn out units fully vested during the first quarter of 2025.
Current wording
Total other income (expense), net unfavorable change of $30.5 million for the six months ended June 30, 2026 compared to the same period in 2025 was primarily due to the unfavorable changes in the fair value of warrant liabilities of $51.0 million and contingent consideration liabilities of $1.4 million, interest expense mostly related to the Convertible Notes of $9.3 million, and reduction in interest income of $2.0 million, partially offset by the $33.4 million favorable change in the fair value of earn out liabilities as the earn out units fully vested during the first quarter of 2025.
Previous wording
We define backlog as our total estimate of the revenue we expect to realize in the future as a result of performing work on awarded contracts, less the amount of revenue we have previously recognized. We monitor our backlog because we believe it is a forward-looking indicator of potential sales which can be helpful to investors in evaluating the performance of our business and identifying trends over time. We generally include total expected revenue in backlog when a contract is awarded by the customer under a legally binding agreement. Our backlog does not include any estimate of future potential orders that might be awarded under government-wide acquisition contracts, agency-specific indefinite delivery/indefinite quantity contracts or other multiple-award contract vehicles, nor does it include option periods that have not been exercised by the customer. Due to government procurement rules, in certain cases revenue included in backlog are subject to budget appropriation or other contract cancellation clauses. Nearly all contracts allow customers to terminate the agreement at any time for convenience. If any of our contracts with firm orders were to be terminated, our backlog would be reduced by the expected value of the unfilled orders of such contracts. Consequently, our backlog may differ from actual revenue recognized in our financial statements.
Current wording
We define backlog as our total estimate of the revenue we expect to realize in the future as a result of performing work on customer commitments established through legally binding contractual arrangements or other binding customer authorizations, less the amount of revenue we have previously recognized. We monitor our backlog because we believe it is a forward-looking indicator of potential sales which can be helpful to investors in evaluating the performance of our business and identifying trends over time.
Previous wording
Orders comprising backlog as of a given balance sheet date are typically invoiced in subsequent periods. As of March 31, 2026, we expect to recognize approximately 60%-65% of our backlog over the remainder of 2026, approximately 25-30% over the subsequent twelve months of 2027 and the remaining thereafter. Our backlog could experience volatility between periods, including as a result of customer order volumes and the speed of our fulfillment, which in turn may be impacted by the nature of products and services ordered, the amount of inventory on hand to satisfy orders and the necessary development and manufacturing lead time required to satisfy certain orders.
Current wording
Orders comprising backlog as of a given balance sheet date are typically invoiced in subsequent periods. As of June 30, 2026, we expect to recognize approximately 25%-30% of our backlog over the remainder of 2026, approximately 35-40% over the subsequent twelve months of 2027 and the remaining thereafter. Our backlog could experience volatility between periods, including as a result of customer order volumes and the speed of our fulfillment, which in turn may be impacted by the nature of products and services ordered, the amount of inventory on hand to satisfy orders and the necessary development and manufacturing lead time required to satisfy certain orders.
Previous wording
Backlog increased by $842.4 million as of March 31, 2026 compared to December 31, 2025, which includes $612.8 million of acquired backlog associated with the Lanteris acquisition in January 2026, new awards of $428.9 million primarily associated with the IM-5 mission, a government defense contract, and various other contracts, partially offset by continued performance on existing contracts of $186.7 million.
Current wording
Backlog increased by $1.55 billion as of June 30, 2026 compared to December 31, 2025, which includes $612.8 million of acquired backlog associated with the Lanteris acquisition in January 2026, new awards of $1.34 billion primarily associated with a multi-satellite program in support of three commercial satellites, for which we received a $45.0 million authority to proceed and recorded backlog reflecting an estimated total program value of more than $600.0 million. Additionally, we recognized new awards or expanded contract values for the IM-5 and IM-6 missions, the NSN contract, a government defense contract, and various other contract award. These increases were partially offset by continued performance on existing contracts of $392.9 million, and several adjustments of $15.5 million mostly related to the descoping of a rideshare contract associated with the IM-4 mission.
Previous wording
As of March 31, 2026, our backlog of $1.1 billion exceeded our remaining performance obligations of $792.3 million as reported in Note 4 - Revenue to our condensed consolidated financial statements. The difference of $263.1 million was primarily related to $44.3 million of variable consideration associated with constrained revenue and $65.9 million in backlog related to the funded value of the OMES III contract, the NSN contract, and various other contracts where revenue is recognized when services are performed and contractually billable and therefore not included in remaining performance obligations.
Current wording
As of June 30, 2026, our backlog of $1.76 billion exceeded our remaining performance obligations of $814.7 million as reported in Note 4 - Revenue to our unaudited condensed consolidated financial statements. The difference of $947.3 million was primarily related to approximately $587.0 million recorded in backlog related to the multi-satellite program discussed above, $316.0 million in backlog related to the funded value of various contracts where revenue is recognized when services are performed and contractually billable and therefore not included in remaining performance obligations, and $44.3 million of variable consideration associated with constrained revenue.
Previous wording
•Adjusted EBITDA does not reflect interest income, interest expense, transaction and integration costs related to acquisitions or other non-operating gains and losses, which may represent an increase to or reduction in cash available to us;
Current wording
•Adjusted EBITDA does not reflect interest income or interest expense from cash deposits, loans, or investments, transaction and integration costs related to acquisitions or other non-operating gains and losses, which may represent an increase to or reduction in cash available to us;
Previous wording
As of March 31, 2026, we had cash and cash equivalents of $231.6 million and working capital of $89.8 million. The Company invests excess cash in highly-liquid, low risk interest-bearing demand deposit accounts, money market funds, and certificates of deposits, all of which are with major financial institutions.
Current wording
As of June 30, 2026, we had cash and cash equivalents of $367.4 million and working capital of $263.0 million. The Company invests excess cash in highly-liquid, low risk interest-bearing demand deposit accounts, money market funds, and certificates of deposits, all of which are with major financial institutions.
Previous wording
On January 13, 2026, the Company completed the acquisition of the 100% of the issued and outstanding membership interests of Lanteris Space Holdings LLC (“Lanteris”), formerly Maxar Space Systems, a spacecraft manufacturer, from Advent International LLC. The aggregate consideration for the acquisition is $851.0 million , consisting of $403.3 million in cash plus $43.7 million of transaction bonuses deemed to be part of consideration and the issuance of 22,991,028 shares of the Company’s Class A Common Stock valued at $404.0 million, based on the acquisition date closing stock price of $17.57. The Company funded the cash consideration using cash on hand. See Note 3 - Acquisitions for more information on the acquisition of Lanteris.
Current wording
On January 13, 2026, the Company completed the acquisition of the 100% of the issued and outstanding membership interests of Lanteris Space Holdings LLC (“Lanteris”), previously known as Maxar Space Systems, a spacecraft manufacturer, from Advent International LLC. The aggregate consideration for the acquisition is $853.3 million, consisting of $405.6 million in cash plus $43.7 million of transaction bonuses deemed to be part of consideration and the issuance of 22,991,028 shares of the Company’s Class A Common Stock valued at $404.0 million, based on the acquisition date closing stock price of $17.57. The Company funded the cash consideration using cash on hand. See Note 3 - Acquisitions for more information on the acquisition of Lanteris.
Previous wording
On February 27, 2026, the Company completed the issuance and sale to the Investors of 11,574,069 shares of the Company’s Class A Common Stock at a price of of $15.12 per share for an aggregate purchase price of $175.0 million pursuant to the terms of a definitive securities purchase agreement (the “Securities Purchase Agreement”), and incurred related transaction costs of $7.5 million. Refer to Note 12 for additional information on this issuance.
Current wording
On February 27, 2026, the Company completed the issuance and sale to the Investors of 11,574,069 shares of the Company’s Class A Common Stock at a price of $15.12 per share for an aggregate purchase price of $175.0 million pursuant to the terms of a definitive securities purchase agreement (the “Securities Purchase Agreement”), and incurred related transaction costs of $7.5 million. Refer to Note 12 for additional information on this issuance.
Previous wording
Management believes that the cash and cash equivalents as of March 31, 2026 and the liquidity provided from the proceeds of the issuance of securities pursuant to the Securities Purchase Agreement and the issuance of the Convertible Notes (defined in Note 10 - Debt), will be sufficient to fund the short-term liquidity needs and the execution of the business plan through at least the twelve-month period from the date the financial statements are issued.
Current wording
Management believes that the cash and cash equivalents as of June 30, 2026 and the liquidity provided from the proceeds of the issuance of securities pursuant to the ATM Program and the February 2026 Securities Purchase Agreement, and the issuance of the Convertible Notes (defined in Note 10 - Debt), will be sufficient to fund its operating and capital requirements and execute its business plan through at least the twelve-month period from the date the unaudited condensed consolidated financial statements are issued.
Previous wording
Cash Flows for the three months ended March 31, 2026 and 2025
Current wording
Cash Flows for the six months ended June 30, 2026 and 2025
Previous wording
During the three months ended March 31, 2026, our operating activities used $54.8 million of net cash as compared to$19.4 million of net cash provided during the three months ended March 31, 2025. Changes in operating assets and liabilities, which consist primarily of working capital balances for our projects may vary and are impacted by the stage of completion and contractual terms of projects. The primary components of our working capital accounts are trade accounts receivable, contract assets, accounts payable, and contract liabilities. In addition, the changes in operating activities were impacted by the recent acquisition of Lanteris in January 2026.
Current wording
During the six months ended June 30, 2026, our operating activ ities used $111.9 millionof net cash as compared to$0.2 million of net cash provided during the six months ended June 30, 2025. Changes in operating assets and liabilities, which consist primarily of working capital balances for our projects may vary and are impacted by the stage of completion and contractual terms of projects. The primary components of our working capital accounts are trade accounts receivable, contract assets, accounts payable, and contract liabilities. In addition, the changes in operating activities were impacted by the recent acquisition of Lanteris in January 2026.
Previous wording
During the three months ended March 31, 2026, investing activities used $454.7 million of net cash as compared to $6.1 million of net cash used during the three months ended March 31, 2025. The $448.6 million increase in investing activities was driven primarily by the business acquisition of Lanteris in January 2026 for approximately $444.8 million, net of cash received and $3.8 million capital expenditures associated primarily with the fabrication and development of commercial communications satellites and navigation network, and capital expenditures related to our expansion to a new leased facility at Houston Spaceport to support the growth of our operations.
Current wording
During the six months ended June 30, 2026, investing activities used $481.0 million of net cash as compared to $14.2 million of net cash used during the six months ended June 30, 2025. The $466.8 million increase in investing activities was driven primarily by the business acquisition of Lanteris in January 2026 for approximately $447.1 million, net of cash received and $19.8 million capital expenditures associated primarily with the fabrication and development of commercial communications satellites and navigation network, and capital expenditures related to our expansion to a new leased facility at Houston Spaceport to support the growth of our operations.
Previous wording
During the three months ended March 31, 2026, financing activities provided $167.4 million of net cash as compared to $152.3 million of net cash provided during the three months ended March 31, 2025.
Current wording
During the six months ended June 30, 2026, financing activities provided $386.6 million of net cash as compared to $151.3 million of net cash provided during the six months ended June 30, 2025.
Previous wording
During 2026, our financing activities primarily included$167.5 million in net proceeds from the issuance of securities under the Securities Purchase Agreement, as further described in Note 12 in our condensed consolidated financial statements. During 2025, our financing activities primarily included$176.6 million in proceeds from the exercise of warrants, slightly offset by $20.7 million for share repurchase, and $3.5 million in net activity related to our share-based awards.
Current wording
During 2026, our financing activities primarily included$234.6 million and $167.5 million, respectively, in net proceeds from the issuance of securities under the ATM Program and the Securities Purchase Agreement, as further described in Note 12 in our condensed consolidated financial statements. These net proceeds were slightly offset by the settlement of the securitization facility for $13.6 million (as further described in Note 10), $1.2 million in net activity related to our share-based awards and $0.7 million in distributions to noncontrolling interests. During 2025, our financing activities primarily included$176.6 million in, proceeds from the exercise of warrants, slightly offset by $20.7 million for share repurchase, and $4.5 million in net activity related to our share-based awards.
Previous wording
When determining the fair value of the assets and liabilities of an acquired business, we make judgments and estimates using all available information to us including, but not limited to, quoted market prices, carrying values, expected future cash flows, which includes consideration of future growth rates and margins, attrition rates, future changes in technology and brand awareness, loyalty and position and discount rates. We engage third-party appraisal firms when appropriate to assist in the fair value determination of intangible assets. The purchase price allocation recorded in a business combination may change during the measurement period, which is a period not to exceed one year from the date of acquisition, as additional information about conditions existing at the acquisition date becomes available. Our purchase price allocation related to the acquisition of KinetX is discussed in Note 3 - Acquisitions in the accompanying condensed consolidated financial statements.
Current wording
When determining the fair value of the assets and liabilities of an acquired business, we make judgments and estimates using all available information to us including, but not limited to, quoted market prices, carrying values, expected future cash flows, which includes consideration of future growth rates and margins, attrition rates, future changes in technology and brand awareness, loyalty and position and discount rates. We engage third-party appraisal firms when appropriate to assist in the fair value determination of intangible assets. The purchase price allocation recorded in a business combination may change during the measurement period, which is a period not to exceed one year from the date of acquisition, as additional information about conditions existing at the acquisition date becomes available. Our purchase price allocation related to the acquisition of Lanteris and KinetX is discussed in Note 3 - Acquisitions in the accompanying condensed consolidated financial statements.
Rearranged current paragraphs (3)
Current report — wording carried from elsewhere
Earn Out Units are classified as liabilities transactions at initial issuance which were offset against paid-in capital as of the closing of the Business Combination. At each period end, the Earn Out Units are remeasured to their fair value with the changes during that period recognized in other income (expense) on the condensed consolidated statement of operations.
Current report — wording carried from elsewhere
Revenue on the NASA Near Space Network (“NSN”) contract decreased by $7.3 million due to schedule delay and an unfavorable change in the EAC, OMES III contract decreased by$1.8 million due to NASA’s cancellation of the OSAM task orders, and the LTV contract decreased by $5.8 million due tocompletion in the second quarter of 2025. Various other engineering services contributed a net increase in revenue of$4.8 million.
Current report — wording carried from elsewhere
Our backlog does not include any estimate of future potential orders that might be awarded under government-wide acquisition contracts, agency-specific indefinite delivery/indefinite quantity contracts or other multiple-award contract vehicles, nor does it include option periods that have not been exercised by the customer or opportunities for which a substantive customer commitment has not been established. Nearly all government contracts allow customers to terminate the agreement at any time for convenience. Management reassesses backlog each reporting period based on changes in contractual status and other relevant facts and circumstances.
Rearranged previous paragraphs (1)
Previous report — wording carried elsewhere
On February 27, 2026, the Company completed the issuance and sale to certain institutional investors or their affiliates (collectively, the “Investors”) of 11,574,069 shares of Class A Common Stock at a price of $15.12 per share for an aggregate purchase price of $175.0 million pursuant to the terms of a definitive purchase agreement (the “Securities Purchase Agreement”), and incurred related transaction costs of $7.5 million.