Voyager Technologies, Inc./TX

1. ORGANIZATION

Nature of Business

Voyager Technologies, Inc. (“Voyager” or the “Company”) is a purpose-built, innovation-driven defense technology and space solutions company focused on delivering mission-critical solutions across national security, space exploration and infrastructure and commercial space markets. Voyager’s business model leverages global public-private partnerships to deliver mission-critical capabilities and on-orbit services to civil and defense government agencies, academic and research institutions, and private sector players. Voyager has enabled thousands of payloads, systems, and hardware elements to enter space while also working to develop next generation space stations. Voyager’s products and capabilities under continuous development include Starlab, a privately owned, free-flying crewed space station; advanced spacecraft communications; and its controllable solid-state propulsion technology.

Redomestication

Voyager was initially incorporated in the state of Delaware on August 15, 2019. Effective on June 18, 2026, the Company converted from a Delaware corporation into a Texas corporation, following stockholder approval at the Company's 2026 annual meeting of stockholders.

Segments

The Company consists of diversified solutions acrosstwo business segments: (i) Defense and Space Technologies and (ii) Starlab Space Stations. Since 2019, Voyager has accomplished significant achievements in each of these segments, including the successful deployment of first-of-its-kind missile defense maneuvering capabilities, the development of groundbreaking space technology and the selection by NASA to develop a replacement for the International Space Station ("ISS"). During 2026, the Company implemented a strategic lunar initiative to build the foundational infrastructure for sustained human and robotic operations on the lunar surface. See Note 13, "Segment Reporting", for further information.

Initial Public Offering

In June 2025, the Company completed its initial public offering (“IPO”) of an aggregate of 14,200,645 shares of its Class A common stock, par value $0.0001 (“Class A common stock”), which includes the exercise in full by the underwriters of their option to purchase an additional 1,852,258 shares of Class A common stock, at a public offering price of $31.00 per share. The Company received aggregate proceeds of $409.4 million, net of underwriting discounts. In connection with the IPO, the Company amended and restated its certificate of incorporation and reclassified all outstanding Common stock into Class A common stock. The Company also converted all outstanding shares of Class A-1 Preferred Stock, Class B Preferred Stock, Class C Preferred Stock, and its SMI Promissory Note into an aggregate of 28,682,004 shares of Class A common stock and forfeited and cancelled all outstanding shares of Class A Preferred Stock pursuant to the terms of an exchange and forfeiture agreement. Finally, the Company exchanged an aggregate 5,713,566 shares of Class A common stock owned by Dylan Taylor, the Company's Chairman and Chief Executive Officer, for an equivalent number of shares of the Company's Class B common stock. The rights of the holders of Class A common stock and Class B common stock are identical, except with respect to voting, conversion and transfer rights.

Liquidity Risks and Uncertainties

Since inception, the Company has incurred cumulative losses from operations and had an accumulated deficit of $532.1 million and $385.9 million on September 30, 2026 and December 31, 2025, respectively. The Company’s principal sources of funding include its current cash balances, primarily consisting of net proceeds from its 2025 IPO, demand deposits, and money market mutual funds substantially all held within U.S. bank accounts, proceeds from the 2032 Convertible Notes and 2030 Convertible Notes, and ability to draw on its Credit Facility (Note 9, "Debt"). The Company will need to raise additional funds to meet its long-term strategic plans and management believes it will be able to obtain additional financing to fund its operations. 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.

The Company believes its existing cash balances and cash from operations will be sufficient to fund ongoing operations through at least one year from the issuance date of these condensed consolidated financial statements. However, there can be no assurance that the Company will be successful in achieving its strategic plans, that the Company’s cash balance and future capital raises will be sufficient to support its ongoing operations, or that any additional financing will be available in a timely manner or on acceptable terms, if at all. If the Company is unable to raise sufficient financing when needed or events or circumstances occur such that the Company does not meet its strategic plans, the Company may be required to reduce certain discretionary spending and may be unable to develop or enhance new and existing products, which could adversely affect its ability to achieve its intended business objectives. The Company, while made up of businesses that have historical track records of operations, is still in a growth phase and is continuing to make ongoing investments in growth opportunities. Future performance is not guaranteed and there could be factors within or outside the Company’s control that could unfavorably influence the Company’s ability to meet its goals.

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The unaudited accompanying condensed consolidated financial statements include the accounts of Voyager and its consolidated subsidiaries, and have been prepared in conformity with accounting principles generally accepted in the United States of America (“GAAP”). In the opinion of management, the condensed consolidated financial statements include all adjustments, consisting of adjustments associated with acquisition accounting and normal recurring adjustments, necessary for the fair statement of the results for the periods presented. All intercompany balances and transactions have been eliminated in consolidation.

These unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and the related notes thereto included in the Company's Annual Report on Form 10-K for the year ended December 31, 2025, which was filed with the SEC on March 10, 2026. Interim results are not necessarily indicative of the results that may be expected for a full year.

Common Stock Split

On June 2, 2025, the Company effected a 1.5-for-1 forward split of its Common stock and a proportionate increase in the number of authorized shares. All share and per share information, including share-based compensation, throughout the unaudited interim condensed consolidated financial statements has been retroactively adjusted to reflect the stock split. The shares of Common stock retain a par value of $0.0001 per share. Accordingly, an amount equal to the par value of the increased shares resulting from the stock split was reclassified from Additional paid-in capital to Class A common stock and Class B common stock.

Use of Estimates

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Some of these judgments can be subjective and complex, and, consequently, actual results may differ from these estimates. On an ongoing basis, management evaluates its estimates, including those related to the valuation of acquired intangibles, intangibles, long-lived assets, realization of tax assets and estimates of tax liabilities, valuation of equity securities and financial instruments, estimated useful lives of long-lived assets, and reported amounts of revenues and expenses during the reporting period.

Estimates and assumptions are based on current facts, historical experience, and various other factors believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and the recording of revenues and expenses that are not readily apparent from other sources. Actual results may differ materially and adversely from these estimates. To the extent there are material differences between the estimates and actual results, the Company’s future results of operations could be affected.

Advance Payments

Advanced payments represent amounts paid in advance of the performance of launch services and are presented as separate line items on the condensed consolidated balance sheets, classified as current or non-current based on the expected timing of the underlying launch related to revenue generating programs. Advanced payments are capitalized to the balance sheet and then recognized as a cost of the related program, as applicable, in the period set forth by the underlying terms of the vendor or upon the completion of the associated launch. As of September 30, 2026, the Company had $6.0 million of advanced payments classified as current. The Company hadno advanced payments as of December 31, 2025.

3. RECENT ACCOUNTING PRONOUNCEMENTS

Reporting Comprehensive Income - Expense Disaggregation Disclosures

In November 2024, the FASB issued ASU No. 2024-03 Comprehensive Income (Topic 220): Disaggregation of Income Statement Expenses. The ASU requires a tabular disclosure of the amounts of specified natural expense categories included in each relevant expense caption. Additionally, the amendments require the disclosure of the total amount of selling expenses and, in annual reporting periods, an entity’s definition of selling expenses. The ASU will be effective for annual reporting periods beginning after December 15, 2026, and interim periods within annual reporting periods beginning after December 15, 2027 and will be applied on a prospective basis with the option to apply the standard retrospectively. The Company is currently evaluating the impact on its disclosures of adopting this new pronouncement.

Government Grants

In December 2025, the FASB issued ASU No. 2025-10 Government Grants (Topic 832): Accounting for Government Grants Received by Business Entities. This ASU adds guidance to ASC 832 on the recognition, measurement and presentation of government grants. It provides new authoritative rules for for-profit business accounting for government grants, defining how to recognize, measure, present and disclose them. The ASU will be effective for annual reporting periods beginning after December 15, 2028, and interim reporting periods within those annual reporting periods. The Company is currently evaluating the impact on its disclosures of adopting this new pronouncement which is not expected to have a material impact on the Company's financial position.

4. ACQUISITIONS

Astrobotic Technology, Inc.

On July 10, 2026, the Company acquired 100% of the equity securities of Astrobotic Technology, Inc. ("Astrobotic") for $275.4 million in consideration, which was comprised of $96.1 million in cash, $63.1 million in equity and $116.2 million in contingent consideration. Astrobotic is a key strategic acquisition in the Company's strategic lunar initiative.

During the three months ended September 30, 2026 and subsequent to the closing of the acquisition, $69.5 million of the contingent consideration was settled in $38.2 million of cash and $31.3 million of equity. The fair value of the remaining earnout liability balance as of September 30, 2026 was estimated using probability-weighted discounted cash flow models with significant inputs that are not observable in the market and thus represent a Level 3 fair value measurement. The maximum contingent consideration payable remaining as of September 30, 2026 from the Company to Astrobotic is $59.3 million.

During the three and nine months ended September 30, 2026, the Company expensed as incurred acquisition-related costs of approximately $2.4 million related to Astrobotic. These costs were not included in the total purchase consideration paid by the Company and are included in selling, general, and administrative within its condensed consolidated statements of operations.

The following table presents the net sales and net loss from Astrobotic included in the Company’s condensed consolidated statements of operations during the three and nine months ended September 30, 2026:

Supplemental Pro Forma Information - Astrobotic

The financial information in the table below summarizes the combined results of operations, on a pro forma basis, as though the business combination had occurred as of the earliest period presented. The unaudited pro forma financial information is presented for informational purposes only and are not necessarily indicative of future results of operations or results that might have been achieved had the acquisition been consummated as of January 1, 2025.

The following unaudited pro forma summary presents consolidated information as if the business combination had occurred on January 1, 2025.

The unaudited pro forma combined condensed financial information during the three and nine months ended September 30, 2026 were adjusted to include depreciation and amortization adjustments of $0.3 million and $5.9 million, respectively to reflect the adjustment to property, plant, and equipment depreciation and amortization expense from the acquired developed technology and customer relationships. The unaudited pro forma combined condensed financial information during the three and nine months ended September 30, 2025 were adjusted to include depreciation and amortization adjustments of $2.8 million and $8.5 million, respectively, to reflect these same adjustments.

Provisional Fair Values of the Assets and Liabilities - Astrobotic Acquisition

The following table presents the provisional fair values of the assets acquired and liabilities assumed by the Company through the acquisition of Astrobotic as of the acquisition date:

(1)The acquired goodwill represents synergies with the Company’s Defense and Space Technologies segment. None of the goodwill acquired is tax deductible for Astrobotic.

As a result of acquired, existing revenue contracts, in which current estimate of consideration expected to be received is less than the current estimate of total costs, a $53.9 million loss provision was assumed as part of the acquisition. Of which, $19.9 million is within Accrued expenses and other current liabilities and $34.0 million is within Other long-term liabilities presented in the table above.

Class and Estimated Useful Life of Intangible Assets - Astrobotic Acquisition

The following table presents the class and estimated useful life of the intangible assets acquired during the nine months ended September 30, 2026 via the Astrobotic acquisition:

ExoTerra Resource, LLC

On October 24, 2025, the Company acquired 100% of the equity securities of ExoTerra Resource, LLC (“ExoTerra”) for $93.4 million in consideration, which was comprised of $69.4 million in cash, $10.8 million in equity, $7.4 million in contingent consideration and $5.8 million in post-closing net working capital adjustments. The $5.8 million in post-closing net working capital adjustments was settled and paid during the three months ended March 31, 2026. ExoTerra aims to reduce the cost of space exploration by developing affordable technologies that minimize spacecraft mass, including high efficiency propulsion, miniaturization, In Situ resource utilization and reusable infrastructure. ExoTerra develops systems and technologies that solve the needs of micro-satellite constellations in the space industry. ExoTerra is consolidated into the Company’s Defense and Space Technologies reporting segment.

Estes Energetics

On November 19, 2025, the Company acquired 100% of the equity securities of Estes Energetics (“Estes”) for $64.1 million in consideration, which was comprised of $54.6 million in cash and $9.5 million in equity. Estes designs and manufactures energetics and propulsion materials critical to U.S. defense and space systems. Estes is vertically integrated in the production of energetics, propulsion materials, and critical chemical compounds supporting missile defense, tactical munitions and space propulsion. Estes is consolidated into the Company’s Defense and Space Technologies reporting segment.

During the year ended December 31, 2025, the Company expensed as incurred acquisition-related costs of approximately $3.5 million related to ExoTerra and Estes. These costs were not included in the total purchase consideration paid by the Company and are included in selling, general, and administrative within its consolidated statements of operations. During the three and nine months ended September 30, 2026, the Company expensed as incurred immaterial acquisition-related costs.

Provisional Fair Values of the Assets and Liabilities - ExoTerra & Estes Acquisitions

The purchase price allocations for the Company’s acquisitions during 2025 are preliminary and subject to adjustment as the estimates, assumptions, valuations, and other analyses have not yet been finalized. The following table presents the provisional fair values of the assets acquired and liabilities assumed by the Company through the acquisitions of ExoTerra and Estes as of their respective acquisition dates:

(1)The acquired goodwill represents synergies with the Company’s Defense and Space Technologies segment. All of the goodwill acquired is tax deductible for ExoTerra, as the tax basis of goodwill exceeds the acquired goodwill. None of the goodwill acquired is tax deductible for Estes.

Class and Estimated Useful Life of Intangible Assets - ExoTerra & Estes Acquisitions

The following table presents the class and estimated useful life of the intangible assets acquired during the year ended December 31, 2025 via the ExoTerra and Estes acquisitions:

ElectroMagnetic Systems, Inc.

On August 6, 2025, the Company acquired 100% of the equity securities of ElectroMagnetic Systems, Inc. (“EMSI”) for $32.7 million in consideration, which was comprised of $27.0 million in cash and $5.7 million in Class A common stock. EMSI is a radar AI software company serving high-priority U.S. defense and intelligence missions. EMSI specializes in synthetic aperture radar (“SAR”) exploitation using proprietary AI/ML models and synthetic training data pipelines. As of the acquisition date, EMSI was consolidated into the Company’s Defense and National Security reporting segment. The total fair value for the purchase was attributed to tangible assets of $3.9 million, intangible assets of $9.6 million, inclusive of $5.4 million for developed technology and $3.8 million for customer relationships/backlog, and goodwill of $21.6 million, offset by liabilities assumed of $2.4 million. The intangible assets are expected to be amortized overtwo toten years. The acquired goodwill represents synergies with the Company’s Defense and Space Technologies reporting segment. This acquisition was not considered material, individually or in the aggregate to the Company’s condensed consolidated financial statements or segment results. As a result, no pro forma information has been provided.

Optical Physics Company

On May 2, 2025, the Company acquired 100% of the equity securities of Optical Physics Company (“OPC”) for $9.5 million in consideration, which was comprised of $6.7 million in cash, $1.0 million in Common stock and $1.8 million in contingent consideration. OPC provides competencies in building high precision optics; opto-mechanical assemblies and associated electronics, computer interfacing, signal acquisition and signal processing. OPC is consolidated into the Company’s Defense and Space Technologies reporting segment.. The total fair value for the purchase was attributed to tangible assets of $2.1 million, intangible assets of $5.5 million and goodwill of $4.0 million, offset by liabilities assumed of $2.1 million. All intangible assets are expected to be amortized over five years. This acquisition was not considered material, individually or in the aggregate to the Company’s condensed consolidated financial statements or segment results. As a result, no pro forma information has been provided. None of the goodwill acquired is tax deductible.

5. ACCOUNTS RECEIVABLE, NET

6. PROPERTY AND EQUIPMENT, NET

Depreciation expense for property and equipment was $2.1 million and $6.2 million for the three and nine months ended September 30, 2026, respectively. Depreciation expense for property and equipment was $1.1 million and $3.3 million for the three and nine months ended September 30, 2025, respectively.

7. LEASES

The Company has operating leases which primarily consist of building and property lease rentals with remaining terms of less than 1 year to 38 years. The Company had immaterial finance leases as of September 30, 2026.

During the nine months ended September 30, 2026, the Company commenced a new facility lease in Long Beach, California, which expands the Company's ability to capture the significant demand across defense, national security, civil and space missions. As a result of this new facility lease, in March 2026 the Company recognized an initial right-of-use operating lease asset and liability of $24.1 million and the duration of the lease is through October 2034. There have been no other material changes in the Company's lease portfolio since December 31, 2025 and there were no material new leases during the three months ended September 30, 2026.

8. ACCRUED EXPENSES

(1)Accrued contract provision, current, is primarily associated with new contract loss provisions related to firm-fixed price contracts assumed from the Astrobotic acquisition in July 2026. See "Note 4. Acquisitions," for additional information. The comparative period amount was previously reported within the Other current liabilities line item in the table above.

9. DEBT

2032 Convertible Notes

On September 28, 2026, the Company issued new debt in the form of Convertible Senior Notes (the “2032 Convertible Notes”) in a private placement to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended. The Company issued an aggregate principal amount of $350.0 million with an option to the initial purchasers of the 2032 Convertible Notes to purchase up to an additional $52.5 million aggregate principal amount to cover over-allotments. On September 28, 2026, the initial purchasers of the 2032 Convertible Notes exercised in full their option to purchase the additional $52.5 million principal amount of 2032 Convertible Notes, resulting in $402.5 million aggregate principal amount of 2032 Convertible Notes issued and outstanding. The 2032 Convertible Notes are general unsecured obligations of the Company and will mature on October 15, 2032, unless earlier converted, redeemed, or repurchased. The 2032 Convertible Notes will not bear regular interest, and the principal amount of the 2032 Convertible Notes will not accrete. The 2032 Convertible Notes were issued pursuant to, and are governed by an indenture (the "2026 Indenture") dated as of September 28, 2026, between the Company and U.S. Bank Trust Company, National Association, as trustee.

Each $1,000 of principal of the 2032 Convertible Notes is convertible into 24.4978 shares of Class A common stock under circumstances specified in the 2026 Indenture, equal to an initial conversion price of approximately $40.82 per share, to be settled in Class A common stock, cash, or a combination thereof at the Company’s election. The conversion rate and conversion price will be subject to customary adjustments upon the occurrence of certain events. Initially, the maximum number of shares of Class A common stock that are potentially issuable upon conversion of the 2032 Convertible Notes is 12,818,457 shares, based on an initial maximum conversion rate of 31.8471 if all of the 2032 Convertible Notes are settled in shares of Class A common stock. At the initial conversion rate, the 2032 Convertible Notes are convertible into approximately 9.9 million shares of Class A common stock in the aggregate. These shares have been excluded from the computation of diluted earnings per share as the effect would be anti-dilutive in a net loss position.

The 2032 Convertible Notes will be convertible to either cash, shares of Class A common stock, or a combination at the Company’s election under the following circumstances:

(1) during any calendar quarter commencing after the calendar quarter ending on December 31, 2026 (and only during such calendar quarter), if the last reported sale price per share of the Class A common stock exceeds 130% of the conversion price for at least 20 trading days during the 30 consecutive trading days ending on, and including, the last trading day of the immediately preceding calendar quarter;

(2) during the five business day period after any ten consecutive trading day period in which the trading price per $1,000 principal amount of 2032 Convertible Notes is less than 98% of the product of the last reported sale price of the Class A common stock and the conversion rate on that trading day;

(3) upon the occurrence of certain corporate events or distributions on the Class A common stock;

(4) if the Company calls the 2032 Convertible Notes for redemption; and

(5) on or after July 15, 2032, until the close of business on the second scheduled trading day immediately before the maturity date.

The 2032 Convertible Notes are redeemable in whole or in part, subject to certain limitations, for cash at the Company’s option at any time, and from time to time, on or after October 21, 2030 and on or before the 30th scheduled trading day immediately before the maturity date, but only if the last reported sale price per share of the Class A common stock exceeds 130% of the conversion price for a specified period of time and certain other conditions specified in the 2026 Indenture are satisfied. The 2032 Convertible Notes are also redeemable, in whole and not in part, for cash at the Company’s election at any time if the aggregate principal amount of 2032 Convertible Notes then outstanding is less than 10% of the aggregate principal amount of 2032 Convertible Notes issued in the offering and certain other conditions are satisfied. The redemption price for any redemption will be equal to the principal amount of the 2032 Convertible Notes to be redeemed, plus accrued and unpaid special and additional interest, if any, to, but excluding, the redemption date.

If a fundamental change as defined in the 2026 Indenture occurs, then, subject to a limited exception, noteholders may require the Company to repurchase their 2032 Convertible Notes for cash. The repurchase price will be equal to the principal amount of the 2032 Convertible Notes to be repurchased, plus accrued and unpaid special and additional interest, if any, to, but excluding, the applicable repurchase date. If the 2032 Convertible Notes are not repurchased, redeemed, or converted prior to maturity, they will be settled at a cash price equal to principal plus any unpaid interest.

Debt issuance costs related to the 2032 Convertible Notes totaled $11.0 million for the three months ended September 30, 2026. These costs are amortized to finance and interest expense, net, included within other income (expense), net on the Company’s condensed consolidated statements of operations over the contractual term of the notes. For the nine months ended September 30, 2026, the amortization of debt issuance costs was immaterial.

The net carrying amount of the 2032 Convertible Notes was as follows:

As of September 30, 2026, the total estimated fair value of the 2032 Convertible Notes was $398.4 million. The estimated fair value of the 2032 Convertible Notes was based on the trading price of the 2032 Convertible Notes as of the last trading day of the third quarter of fiscal year 2026. The Company considers the fair value of the 2032 Convertible Notes to be a Level 2 measurement as they are not actively traded in markets.

Capped Call Transactions - 2032 Convertible Notes

In connection with the pricing of the 2032 Convertible Notes, the Company entered into privately negotiated capped call transactions (the “2026 Capped Call Transactions”) with certain of the initial purchasers in the offering of the 2032 Convertible Notes or their affiliates and certain other financial institutions. Pursuant to the 2026 Capped Call Transactions, the Company used approximately $52.5 million of the net proceeds from the offering of the 2032 Convertible Notes to fund the 2026 Capped Call Transactions. The 2026 Capped Call Transactions cover, subject to customary adjustments, the number of shares of Class A common stock initially underlying the 2032 Convertible Notes.

The 2026 Capped Call Transactions are expected generally to reduce the potential dilution to holders of the Company’s Class A common stock upon any conversion of the 2032 Convertible Notes and/or offset any potential cash payments the Company is required to make in excess of the principal amount of 2032 Convertible Notes upon conversion of the 2032 Convertible Notes in the event that the market price per share of the Class A common stock is greater than the strike price of the 2026 Capped Call Transactions with such reduction and/or offset subject to a cap. The cap price of the 2026 Capped Call Transactions was $78.50 per share, which represented a premium of approximately 150.0% over the last reported sale price of the Class A common stock on September 23, 2026, and is subject to certain adjustments under the terms of the 2026 Capped Call Transactions.

The 2026 Capped Call Transactions are separate transactions the Company has entered into and are not part of the terms of the 2032 Convertible Notes and will not change any noteholders’ rights under the 2032 Convertible Notes.

The 2026 Capped Call Transactions meet the criteria for classification in equity, are not remeasured each reporting period, and are included as a reduction to additional paid-in capital within stockholders’ equity.

2030 Convertible Notes

On November 12, 2025, the Company issued new debt in the form of Convertible Senior Notes (the “2030 Convertible Notes”) in a private placement to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended. The Company issued an aggregate principal amount of $435.0 million with an option to the initial purchasers of the 2030 Convertible Notes to purchase up to an additional $65.0 million aggregate principal to cover overallotments. On November 24, 2025, the initial purchasers of the 2030 Convertible Notes exercised the option to purchase an additional $25.0 million principal of 2030 Convertible Notes. The 2030 Convertible Notes are general unsecured obligations of the Company and will mature on November 15, 2030, unless earlier converted, redeemed, or repurchased. The 2030 Convertible Notes will 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. The total net proceeds from the offering, after deducting debt issuance costs, was $447.3 million. The 2030 Convertible Notes were issued pursuant to, and are governed by, an indenture (the “Indenture”), dated as of November 12, 2025, between the Company and U.S. Bank Trust Company, National Association, as trustee.

Each $1,000 of principal of the 2030 Convertible Notes will initially be convertible into 32.2799 shares of Class A common stock under circumstances specified in the Indenture, equal to an initial conversion price of approximately $30.98 per share, to be settled in Class A common stock, cash, or a combination thereof at the Company’s election. The conversion rate and conversion price will be subject to customary adjustments upon the occurrence of certain events. Initially, the maximum number of shares of Class A common stock that are potentially issuable upon conversion of the 2030 Convertible Notes is 19,303,394 shares, based on an initial maximum conversion rate of 41.9639 if all of the 2030 Convertible Notes are settled in shares of Class A common stock. These shares have been excluded from the computation of diluted earnings per share as the effect would be anti-dilutive in a net loss position.

The 2030 Convertible Notes will be convertible to either cash, shares of Class A common stock, or a combination at the Company’s election under the following circumstances:

(1)during any calendar quarter commencing after the calendar quarter ending on March 31, 2026 (and only during such calendar quarter), if the last reported sale price per share of the Class A common stock exceeds 130% of the conversion price for at least 20 trading days during the 30 consecutive trading days ending on, and including, the last trading day of the immediately preceding calendar quarter;

(2)during the five business day period after any ten consecutive trading day period in which the trading price per $1,000 principal notes is less than 98% of the product of the last reported sale price of Class A common stock and the conversion rate on that trading day;

(3)upon the occurrence of certain corporate events or distributions on the Class A common stock;

(4)if the Company calls notes for redemption; and

(5)after May 15, 2030 until the close of business on the second scheduled trading day immediately before the maturity date.

The 2030 Convertible Notes are redeemable in whole or in part after November 20, 2028 and on or before the 50th scheduled trading day immediately before the maturity date, at the option of the Company, but only if (i) the 2030 Convertible Notes are “Freely Tradable” (as defined in the Indenture) as of the date the Company sends the related redemption notice and all accrued and unpaid additional interest, if any, has been paid in full, as of the first interest payment date occurring on or before the date the Company sends such notice; and (ii) the last reported sales price per share of the Class A common stock is greater than 130% of the conversion price. If the 2030 Convertible Notes are not repurchased, redeemed, or converted prior to maturity, they will be settled at a cash price equal to principal plus any unpaid interest.

If a fundamental change as defined in the Indenture, occurs prior to the maturity date, holders of the 2030 Convertible Notes may require the Company to repurchase all or a portion of their notes for cash at a repurchase price equal to the principal plus accrued and unpaid interest.

As of September 30, 2026, the principal outstanding is $460.0 million. As of September 30, 2026, the conditions allowing holders of the 2030 Convertible Notes to convert have not been met. The Company accounted for the issuance of the 2030 Convertible Notes as a single long-term liability measured at its amortized cost, as no other embedded features require bifurcation and recognition as derivatives.

Debt discount and issuance costs related to the 2030 Convertible Notes totaled $12.7 million for the year ended December 31, 2025. These costs are amortized to finance and interest expense, net, included within other income (expense), net on the Company’s condensed consolidated statements of operations over the contractual term of the notes. For the nine months ended September 30, 2026, there was $1.9 million in amortization of debt discount and issuance costs. For the nine months ended September 30, 2026, there was $2.6 million in interest expense, respectively. The effective interest rate for the 2030 Convertible Notes is 1.33%.

The net carrying amount of the 2030 Convertible Notes was as follows:

As of September 30, 2026, the total estimated fair value of the 2030 Convertible Notes was $567.0 million. The estimated fair value of the 2030 Convertible Notes was based on the trading price of the 2030 Convertible Notes as of the last trading day of the third quarter of fiscal year 2026. The Company considers the fair value of the 2030 Convertible Notes to be a Level 2 measurement as they are not actively traded in markets.

Capped Call Transactions - 2030 Convertible Notes

In connection with the pricing of the 2030 Convertible Notes, the Company 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, the Company used approximately $66.7 million of 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.

The Capped Call Transactions are expected generally to reduce the potential dilution to holders of the Company’s Class A common stock upon any conversion of the 2030 Convertible Notes and/or offset any potential cash payments the Company is required to make in excess of the principal amount of 2030 Convertible Notes upon conversion of the 2030 Convertible Notes in the event that the market price per share of the Class A common stock is greater than the strike price of the Capped Call Transactions, with such reduction and/or offset subject to a cap. The cap price of the Capped Call Transactions was $59.58 per share, which represented a premium of approximately 150.0% over the last reported sale price of the Class A common stock on November 6, 2025, and is subject to certain adjustments under the terms of the Capped Call Transactions.

The Capped Call Transactions meet the criteria for classification in equity, are not remeasured each reporting period, and are included as a reduction to additional paid-in capital within stockholders’ equity.

Prepaid Forward

In connection with the offering of the 2030 Convertible Notes, the Company entered into a prepaid forward stock purchase transaction (the “Prepaid Forward”) with one of the initial purchasers or its affiliates of the 2030 Convertible Notes (the “Forward Counterparty”). Pursuant to the Prepaid Forward, the Company has paid an aggregate of approximately $131.1 million and expects to receive an aggregate of 5,503,464 shares of Class A common stock. The initial aggregate number of shares of the Company’s Class A common stock underlying the Prepaid Forward is 5,503,464 shares. If the Company pays a cash dividend on its Class A common stock, then the Forward Counterparty is required to pay an equivalent amount to the Company. The maturity date for the Prepaid Forward is scheduled to be November 15, 2030, although it may be settled earlier in whole or in part. Upon settlement of the Prepaid Forward, at maturity or upon any early settlement, the Forward Counterparty will deliver to the Company the number of shares of Class A common stock underlying the Prepaid Forward or the portion thereof being settled early. The Prepaid Forward Transaction has been accounted for as a reduction to additional paid-in capital, and will be considered treasury stock upon physical settlement. The shares purchased under the Prepaid Forward are treated as a reduction in Additional paid-in capital and are not outstanding for purposes of the calculation of basic and diluted earnings per share until the Forward Counterparty physically delivers the shares underlying the Prepaid Forward to the Company. The shares will remain outstanding for legal purposes, including for purposes of any future stockholders’ votes, until the Forward Counterparty delivers the shares underlying the Prepaid Forward to the Company. The Company’s Prepaid Forward hedge transaction exposes the Company to credit risk to the extent that its counterparty may be unable to meet the terms of the transaction. The Company mitigates this risk by limiting its counterparty to a major financial institution.

During the three and nine months ended September 30, 2026,390,400 and 845,100 shares, respectively, were physically delivered to the Company and considered treasury stock, reducing total outstanding shares of Class A common stock. Since inception,845,100 shares had been physically delivered to the Company in connection with the Prepaid Forward as of September 30, 2026.

Starlab Credit Facility

On December 18, 2025, the Company’s Joint Venture, Starlab Space LLC, entered into a credit agreement in the form of a revolving credit facility (the “Starlab Credit Facility”) with a syndicate of lenders, led by Texas Capital Bank (“TCB”), providing for aggregate commitments of $20.0 million. If drawn, the proceeds will be used to provide working capital for operations, pay for expenses related to growth, as well as other general corporate purposes. The percentage of credit facility will be based on the amount of preferred equity raised. The Starlab Credit Facility has an initial maturity ofthree years from the closing date or upon denial of NASA contract. Borrowings under the Starlab Credit Facility bear interest based on SOFR rate plus basis points depending on total liquidity. In addition, there is an undrawn commitment fee ranging from 0.25% to 0.50% on the unused portion of the Starlab Credit Facility, also based on liquidity levels. The Starlab 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 September 30, 2026, there wereno drawn amounts on the Starlab Credit Facility.

Credit Facility

On May 30, 2025, the Company 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 intended to be used for working capital and other general corporate purposes. The Credit Facility has an initial maturity offour years from the closing date and includes an uncommitted accordion feature that permits the Company, 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 the Company’s consolidated liquidity levels, as defined in the agreement. In addition, the Company is 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 the Company’s and its domestic subsidiaries’ assets, with the exception of Starlab, subject to certain customary exceptions.

On July 6, 2026, the Company and its subsidiaries entered into a Fourth Amendment to the Credit Agreement related to the Company's Credit Facility, dated May 30, 2025 (the "Fourth Amendment"). 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 Agreement, as amended by the Fourth Amendment, continues to provide the Company with an uncommitted accordion feature that permits the Company, 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. The Fourth Amendment is not expected to have a material impact on the Company's financial position. On September 22, 2026, the Company entered into a Fifth Amendment to the Credit Agreement (the "Fifth Amendment") to increase the amount of convertible debt the Company is permitted to incur under the facility.

As of September 30, 2026, the Company hadno drawn amounts under the Credit Facility, as amended.

Debt Extinguishment

On June 30, 2025, the Company used its Credit Facility to extinguish the Term Loan, as defined below, and repaid the principal balance, accrued interest, and an early termination premium for $64.4 million, which resulted in a loss on debt extinguishment of $5.7 million. The draw from the Credit Facility was subsequently repaid the same day.

Term Loan

On June 28, 2024, Voyager and its domestic subsidiaries, excluding Starlab, entered into a $58.0 million Loan and Security Agreement (“Credit Agreement”) with the lenders party thereto and Hercules Capital, Inc., as administrative agent and collateral agent, which provided for a $58.0 million term loan (the “Term Loan”). The Term Loan was set to mature on July 1, 2028. The Term Loan bore interest at a variable annual rate equal to the sum of (a) the greater of (i) the Wall Street Journal Prime Rate or (ii)8.50%, and (b)1.25% per annum. The Term Loan bore additional interest, which is equal to 2.50% of the total outstanding principal, computed daily based on the actual number of days elapsed and added to the outstanding principal balance. The Company hadno outstanding balance as of September 30, 2026.

2024 Convertible Notes

During the year ended December 31, 2024, Starlab Space LLC entered into convertible promissory note agreements (“2024 Convertible Notes”) for a total principal of approximately $10.1 million. In January 2025, Starlab Space LLC raised an additional $0.1 million. During the year ended December 31, 2025, the 2024 Convertible Notes were converted andno principal remained outstanding under the 2024 Convertible Notes.

The notes bore interest at a rate of 5.0% per annum, payable at maturity, which was on the third anniversary of the issue date if no triggering events occurred prior to that date. The Company had the option to prepay all or any of the principal and any accrued and unpaid interest at any time.

The 2024 Convertible Notes were convertible into equity units upon the following: (i) a qualified financing event, defined as a transaction or series of transactions pursuant to which Starlab Space LLC issues shares of any class or series of equity securities to one or more investors, including any of the lenders with the principal purpose of raising capital that raises gross proceeds of at least $10.0 million, excluding the amount represented by the conversion of any outstanding indebtedness in accordance with their respective terms; (ii) at the option of the lender upon a nonqualified financing event; (iii) a liquidity event, defined as a consolidation or merger with another corporation, entity, or person or other event through which the unit holders, immediately prior to such consolidation or merger, own less than 50% of the voting power of the surviving entity, immediately after such consolidation or merger, a sale or other disposition of substantially all Starlab Space LLC’s assets, or the closing of Starlab Space LLC’s first underwritten public offering; and (iv) the maturity date. Upon a conversion event described in (i) or (ii), the 2024 Convertible Notes would have converted into the same class and series of units as those sold as part of the financing event. Upon a conversion event described in (iii) or (iv), the 2024 Convertible Notes would have converted into Class A-1 Units of Starlab Space LLC. The number of Class A-1 Units issued would have been equal to (1) the outstanding principal balance of the note and all accrued and unpaid interest due, divided by (2)85% of the price per unit paid by the investors to purchase the new securities in the subsequent financing.

The Company evaluated the features of the 2024 Convertible Notes and determined that items (i) and (ii) met the definition of embedded derivatives as they are not clearly and closely related to the debt host instrument and were bifurcated and measured at fair value. The fair value was measured using the scenario based method inside the “with and without” method and resulted in a value of approximately $3.1 million at inception which was recorded as a discount on the convertible notes. The key assumptions utilized in the valuation were the scenario timing, mandatory conversion discount, discount rate, and scenario probabilities.

On April 8, 2025, the Company contributed an additional $15.0 million into Starlab Space LLC through Voyager Ventures, LLC, a wholly owned subsidiary of the Company. This was deemed a “qualified financing event,” as described under item (i) above and, pursuant to the terms of the promissory note agreement, the 2024 Convertible Notes converted into Starlab Space LLC equity held by passive equity members.

As of December 31, 2025, due to the conversion, there was no remaining balance outstanding under the 2024 Convertible Notes. The conversion liquidated the embedded and convertible note balance into equity, with a resulting loss on conversion of $2.1 million.

10. REDEEMABLE NONCONTROLLING INTERESTS

The Company acquired controlling interest in certain entities whose minority interest holders have the right, at certain times, to require the Company to acquire their ownership interest. As a result of these redemption features, the Company recorded the respective redeemable noncontrolling interests within temporary, or mezzanine, equity on the Company's condensed consolidated balance sheets.

XO Markets Holdings, Inc.

During the year ended December 31, 2025, the Company purchased the remaining interest in XO Markets Holdings, Inc. ("XO") for $3.6 million in cash and $1.4 million in Voyager equity in a swap of XO common shares for Voyager Common stock, to increase the ownership to 100.0%.

Valley Tech Systems, Inc.

During the year ended December 31, 2025, the Company purchased the remaining interest in Valley Tech Systems, Inc. ("VTS") for $7.0 million in cash and $3.3 million in Voyager equity in a swap of VTS common shares for Voyager Common stock, to increase the ownership to 100.0%.

The following table presents the changes in redeemable noncontrolling interest between June 30, 2025 and September 30, 2025.

The following table presents the changes in redeemable noncontrolling interest between December 31, 2024 and September 30, 2025.

As all of the redeemable noncontrolling interest was eliminated during the year ended December 31, 2025, there was no activity for the three and nine months ended September 30, 2026.

11. STOCK-BASED COMPENSATION

2025 Incentive Award Plan

In connection with the IPO on June 12, 2025 (“effective date”), the Company adopted the 2025 Incentive Award Plan (“2025 Plan”), under which the Company may grant cash and equity-based incentive awards which include, but are not limited to, Restricted Stock Awards (“RSAs”), Restricted Stock Units (“RSUs”) and Stock Options to employees, directors and consultants to the Company or its subsidiaries.

The aggregate number of shares of Class A common stock or Class B common stock, if determined by the plan administrator, available for issuance under the 2025 Plan as of the effective date of the 2025 Plan was 5.4 million shares. The amount of shares available for issuance is eligible to increase on the first day of each calendar year beginning January 1, 2026 and ending on and including January 1, 2035 by the lesser of (i)5% of the shares of Class A common stock and Class B common stock outstanding on an as-converted basis on the last day of the immediately preceding fiscal year and (ii) such lesser amount as determined by the Company’s Board of Directors. As of September 30, 2026, approximately 6.5 million shares were available for future grants under the 2025 Plan.

RSAs and RSUs

The following table presents the Company's employee and non-employee RSA activity:

The RSAs granted during the nine months ended September 30, 2026 have service-only vesting conditions and vest over athree-year service period beginning after the first year of service. All RSAs granted to employees are considered legally issued and outstanding for voting purposes. However, for accounting and dilution purposes, only vested awards are considered issued and outstanding.

Stock-based compensation expense related to RSAs for the three and nine months ended September 30, 2026 was$1.2 million and $3.9 million, respectively. Stock-based compensation expense related to RSAs for each of the three and nine months ended September 30, 2025 was$2.0 million and $2.3 million, respectively.

The following table presents the Company’s employee RSU activity:

The RSUs have service-only vesting conditions and primarily vest annually over athree year service period beginning after the first year of service.

Stock-based compensation expense related to RSUs for the three and nine months ended September 30, 2026 was$1.9 million and $3.5 million, respectively. There wasno stock-based compensation expense related to RSUs for the three and nine months ended September 30, 2025.

2020 and 2025 Incentive Award Plan - Options

The Company has granted options under the 2020 Incentive Award Plan; however, following the effectiveness of the 2025 Plan, no further grants will be made under the 2020 Plan. During the nine months ended September 30,

2026, the Company issued additional stock options under the 2025 Plan with terms materially consistent with those previously issued under the 2020 Plan.

Stock-based compensation expense for options outstanding was $1.9 million and $5.6 million for the three and nine months ended September 30, 2026, respectively. Stock-based compensation expense for options outstanding was $0.1 million and $13.1 millionfor the three and nine months ended September 30, 2025, respectively.

12. NET SALES

Disaggregation of Net Sales

The following tables present the disaggregation of net sales from contracts with the Company's customers for the three and nine months ended September 30, 2026 and 2025:

The revenue based on geographic location of customers is as follows:

Contract Balances

Contract assets arise when revenue has been recognized for amounts which cannot or have not yet been billed under terms of the contract with the customer. Contract liabilities arise when consideration is received from a customer prior to being earned and are recognized as revenue when the Company satisfies the related performance obligation under the terms of the contract.

The following table presents the Company’s contract assets and liabilities:

Contract assets increased primarily due to a difference in timing of billing on cost plus programs and revenue recognition. The increase in contract liabilities was driven primarily by the acquisition of Astrobotic and by the timing difference of milestone billing and revenue recognition. As of September 30, 2026, the Company had approximately $3.0 million of government grants earned, but not yet billed within the contract assets balance within the table above.

The amount of revenue recognized for the nine months ended September 30, 2026 that was included in the contract liability balance as of December 31, 2025 was $13.0 million.

The below table summarizes the favorable (unfavorable) impact of the net estimate at completion (“EAC”) adjustments for the following periods:

Performance Obligations

As of September 30, 2026, the Company had approximately $608.0 million of remaining performance obligations associated with contracts. The Company will recognize net sales as such obligations are satisfied. The Company expects to recognize net sales relating to existing performance obligations of approximately $93.8 million, $335.3 million and $178.9 million for the remaining fiscal year 2026, fiscal year 2027, and thereafter, respectively.

Loss Contracts

A contract loss occurs when the current estimate of the consideration that the Company expects to receive is less than the current estimate of total costs to complete the contract. For purposes of determining the existence of an amount of a contract loss, the Company considers total contract consideration, including any variable consideration constrained for revenue recognition purposes. The Company may experience favorable or unfavorable changes to contract losses from time to time due to EAC adjustments and modifications that result in changes to contract price. The Company recorded immaterial net losses in operations related to contracts with customers for the three and nine months ended September 30, 2026 and for the three and nine months ended September 30, 2025. See Note 4, "Acquisitions" for information related to the contract loss provision acquired during the period ended September 30, 2026.

13. SEGMENT REPORTING

The Company’s business is organized into market sectors based on its products and services and hastwo reportable segments: (i) Defense and Space Technologies and (ii) Starlab Space Stations. The Company organizes its reportable segments based on the nature of the products and services offered and the economic characteristics of its operating businesses.

Effective the first fiscal quarter of 2026, the Company combined its Defense and National Security and Space Solutions segments into a single Defense and Space Technologies segment in order to align with how the Company's Chief Operating Decision Maker ("CODM") views results. This will enable the Company to generate internal synergies within the Defense and Space Technologies segment and to more effectively manage its resources and facilities in order to support operations across the product and service offerings. The Company's CODM allocates resources and assesses segment performance using regularly provided segment net sales and segment Adjusted Earnings before interest, taxes, depreciation and amortization ("EBITDA") under this updated segment structure. Within the segment change, there has been no change to the Company's reporting units. 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 the condensed consolidated financial performance of the Company for the periods presented.

Transactions between segments are generally negotiated and accounted for under terms and conditions similar to other government and commercial contracts. The reconciling item “corporate expense” includes the portion of corporate costs not considered allocable to the segments, such as legal, management and administration, and other corporate unallocable costs.

The Company’s CODM is the Chief Executive Officer. The CODM uses net sales and Adjusted EBITDA to assess segment performance and make decisions regarding the allocation of capital and other investments. Adjusted

EBITDA is used to monitor budget versus actual results. The CODM also uses Adjusted EBITDA in analysis of the operational performance of each reporting segment. The CODM considers budget-to-actual variances on a quarterly basis for both profit measures when making decisions about allocating capital and personnel to the segments. The monitoring of budgeted versus actual results is used in assessing performance of the segments and in establishing management’s compensation. The CODM does not review segment expense items pursuant to ASC 280-10-50-26A. Therefore, the Company does not disclose these expense items by segment. The CODM does not use assets by segment to evaluate performance or allocate resources. Therefore, the Company does not disclose assets by segment.

The following table summarizes the operating performance of the Company’s segments:

(1)As a result of the Segment change during the first quarter of fiscal 2026, intersegment eliminations for comparative periods have been recast.

(2)Other Segment Expenses consist of cost of sales, research and development, selling, general, and administrative and other income or expense items which are not deducted when calculating Adjusted EBITDA.

(3)Other consists of acquisition costs, restructuring, impairment, and other income or expense items which are deducted when calculating Adjusted EBITDA. In prior period filings, ‘Interest income’ was grouped into this line item. During the third quarter of 2025, it was broken out due to materiality and prior periods have been recast to break out 'Interest income'.

The Company’s total capital expenditures were as follows:

Substantially all of the Company’s long-lived tangible assets were in the United States asof September 30, 2026 and December 31, 2025.

14. INCOME TAXES

The effective tax rate was 6.0% and 8.8% for the three months ended September 30, 2026 and 2025, respectively. The effective tax rate was 1.7% and 2.0% for the nine months ended September 30, 2026 and 2025, respectively. The effective tax rates for all periods presented differ from the statutory U.S. federal income tax rate of 21.0% primarily due to estimated permanent differences and changes in the valuation allowance.

The Company assesses the deferred tax assets for recoverability on a quarterly basis. Based upon all available positive and negative evidence, the Company maintains a valuation allowance to reduce the net U.S. deferred tax asset to the amount that is more-likely-than-not realizable.

The Company computes an estimated annual effective tax rate (“AETR”) each quarter based on the current and forecasted continuing operating results. The income tax expense or benefit associated with the interim period is computed using the most recent estimated AETR applied to the year-to-date ordinary income or loss, plus the tax effect of any significant or infrequently occurring items recorded during the interim period. The computation of the estimated AETR at each interim period requires certain estimates and significant judgments including, but not limited to, the expected operating income (loss) for the year, projections of the proportion of income earned and taxed in various jurisdictions, permanent differences and the likelihood of recovering deferred tax assets generated in the current year. The accounting estimates used to compute the provision for income taxes may change as new events occur and additional information becomes known or as the tax environment changes.

15. NET LOSS PER COMMON SHARE

The following table includes the calculation of basic and diluted net loss per common share:

The Company’s potentially dilutive securities, which include outstanding awards under the equity plans, have been excluded from the computation of diluted earnings per share as the effect would be anti-dilutive in a net loss position. The Company excluded the following potential common shares, presented based on amounts outstanding at each period end, from the computation of diluted net loss per share for the periods indicated:

16. JOINT VENTURE

The Company is a majority owner of a joint venture company, Starlab Space LLC (“Starlab JV”), which began operating on April 12, 2024 when the SAA was novated with NASA. Through the SAA, the Company will receive financial assistance through Government grants for certain eligible expenses to design, build and maintain a commercial space station.

As of September 30, 2026, the Company's ownership stake was 61.1%.

Consolidated Variable Interest Entity

The Company evaluated its interests in Starlab JV and determined that it has a variable interest as of September 30, 2026. Due to the Company’s obligation to absorb losses and the right to receive benefits from the Variable Interest Entity (“VIE”) along with the ability to direct the activities that most significantly impact Starlab JV’s economic performance (including control over three of thefive seats on the Board of Directors at Starlab JV), the Company was determined to be the primary beneficiary and is therefore consolidating the Starlab JV.

The Company’s condensed consolidated financial statements reflect the performance of the Starlab JV VIE with the Company being the primary beneficiary of the VIE and having incremental power over the Starlab JV. The Company meets the power and economic criteria for consolidation of the VIE. The Starlab JV is considered a business and therefore no gain or loss was recognized by the Company upon the initial consolidation of the VIE.

The following table presents the assets and liabilities of the Starlab JV included in the Company’s unaudited condensed consolidated balance sheets, separated by major asset and liability class. These assets can only be used to settle obligations of Starlab JV, and the Company does not have recourse to the liabilities. Creditors of Starlab JV do not have recourse to the Company.

17. COMMITMENTS AND CONTINGENCIES

Non-Cancelable Service Contract Commitments

The Company has a commitment for services for the Starlab program. As of September 30, 2026 and December 31, 2025, the Company has a commitment for future services for $90.0 million. The terms of the arrangement also allow the Company to terminate the agreement for convenience for 25% of the contract value less what has been paid inception to date. If the Company were to cancel the services, it would owe $13.5 million to the provider.

The Company has commitments for various services to assist in payload and launch analyses for the Starlab program and throughout the business units for various contracts, as well as to assist in space exploration technologies. As of September 30, 2026, for these service related contracts the Company has commitments through 2028, totaling $11.2 million.

Litigation

The Company is involved in various legal actions arising in the normal course of business. Based upon the Company’s and its legal counsel’s evaluations of any claims or assessments, management is of the opinion that the outcome of these matters will not have a material adverse effect on the Company’s results of operations, financial position, or cash flows.

18. RELATED PARTIES

The Company had no accounts receivable and accounts payable balances outstanding from transactions with related parties as of September 30, 2026.

The Company had no net sales balance and had an immaterial amount of expenses with related parties, which are included in the Company's condensed consolidated statement of operations for the three and nine months ended September 30, 2026 and 2025.

19. SUPPLEMENTAL CASH FLOW

Selected cash payments and non-cash activities are as follows:

20. SUBSEQUENT EVENTS

The Company has evaluated subsequent events through November 3, 2026, the date the condensed consolidated financial statements were issued. There were no material subsequent events which required recognition or additional disclosure.