Voyager Technologies, Inc./TX

(a)Disclosure Pursuant to Item 5.02(e) of Form 8-K

The following information is included in this Quarterly Report for the purpose of providing the disclosure required under Item 5.02(e) of Form 8-K, in lieu of filing a Current Report on Form 8-K.

Special Equity Award

On November 2, 2026, the Board of Directors (the “Board”) of the Company, upon the recommendation of the Compensation Committee of the Board (the “Committee”), approved the grant of a special, one-time equity award (the “Equity Award”) to our President and Co-Founder, Matthew Kuta (the “Executive”). Following the Board’s review and consideration of various factors, including the significant role the Executive has played in the development and expansion of the Company, the importance of securing the continued leadership of the Executive, the goal to incentivize long-term growth and shareholder value creation and the market data provided by its independent compensation consultant, the Board determined that the grant of the Equity Award to the Executive will be effective on November 9, 2026 and in the form of 1,000,000 performance-based restricted stock units (“PSUs”) and 1,500,000 non-qualified performance-based stock options (“Performance Options”) with an exercise price per share equal to the fair market value of a share of Class A common stock on the date of grant, in each case, in respect of the Company’s Class A common stock, and pursuant to the Company’s 2025 Incentive Award Plan (as may be amended from time to time, the “Plan”), as further described below.

Vesting of the Equity Award will be contingent on a combination of the achievement of rigorous Market Capitalization Milestones (as defined below) over the eight-year period following the grant date (the “Performance Period”) and the Executive satisfying certain time-based vesting conditions. The Equity Award is designed so that the Executive will realize value only if the Company achieves and sustains substantial increases in its market capitalization over an extended period, and, with respect to the Performance Options, if Company stock price appreciation occurs. The Equity Award is also intended to accelerate the ownership of Company equity by the Executive in relation to the Executive’s existing equity ownership in order to further align his interests with those of our shareholders.

Each grant of PSUs and Performance Options is divided into nine tranches. A tranche will be earned only if the Company achieves the market capitalization milestone applicable to that tranche (each, a “Market Capitalization Milestone”) during the Performance Period, as set forth in the table below. The Committee may adjust the Market

Capitalization Milestone thresholds to reflect the impact of any extraordinary transaction, event or development during the Performance Period (including, but not limited to, mergers, acquisitions, stock splits, share repurchases, recapitalizations and reorganizations).

For purposes of the Equity Award, “market capitalization” on any trading day is defined as the product of (i) the total number of the Company’s shares of Class A common stock and Class B common stock outstanding (on an as-converted basis), as of the close of such trading day, and (ii) the volume-weighted average price per share of the Company’s Class A common stock over 90 consecutive trading days ending on and including such date. In designing the Equity Award, the Board determined that market capitalization was a meaningful and objective performance metric that would measure overall growth and incentivize long-term value creation for the Company and its shareholders.

A tranche will not be earned unless and until the Committee certifies that the applicable Market Capitalization Milestone has been achieved, which certification is required to occur as soon as practicable following the achievement of the applicable Market Capitalization Milestone, but no later than 60 days following achievement. More than one tranche may be earned on the same date, and no portion of a tranche will be earned for market capitalization achieved between Market Capitalization Milestones. Any tranche that has not been earned by the end of the Performance Period will be forfeited for no consideration.

In addition to the Market Capitalization Milestones described above, the Equity Award is subject to a three-year service-based cliff vesting requirement (the “Cliff Vest Condition”). Any tranche earned before the third anniversary of the grant date (such three-year period, the “Cliff Vest Period”) will vest immediately following the expiration of the Cliff Vest Period, subject to the Executive’s continued service through such date. Any tranche earned after satisfaction of the Cliff Vest Condition will immediately vest and/or become exercisable, as applicable, on the date the applicable Market Capitalization Milestone is certified by the Committee as being achieved, subject to the Executive’s continued service through such date. As such, other than as described below, no portion of the Equity Award may vest and/or become exercisable, as applicable, prior to satisfaction of the Cliff Vest Condition.

In the event of the Executive’s termination of service by the Company without “Cause” or by the Executive for “Good Reason” (each as defined in the Executive’s employment agreement) prior to satisfaction of the Cliff Vest Condition, and subject to the Executive’s execution and non-revocation of a general release of claims in favor of the Company (a “Release”), any PSUs and Performance Options not yet earned will remain outstanding and eligible to be earned, in each case, based upon achievement of the applicable Market Capitalization Milestones through the later of the expiration of the Cliff Vest Period and the first anniversary of the termination date, without regard to continued service. Notwithstanding the foregoing, in the event of such termination, no portion of the PSUs or Performance Options (including any portion earned during the Cliff Vest Period prior to such termination) will become vested and/or exercisable, as applicable, until the expiration of the Cliff Vest Period.

In the event of the Executive’s termination of service due to the Executive’s death or “Disability” (as defined in the Executive’s employment agreement), and subject to the Executive’s (or the Executive’s estate’s) execution and non-revocation of a Release, (i) any tranche that has been earned prior to such termination but which remains subject to the Cliff Vest Condition will vest in full and become exercisable, as applicable, as of such termination date and (ii) any tranche not yet earned will remain outstanding through the first anniversary of such termination date and will be eligible to be earned, vested and/or become exercisable, as applicable, upon achievement of the applicable Market Capitalization Milestone, without regard to continued service.

If a “Change in Control” (as defined in the Plan) of the Company occurs during the Performance Period, achievement of the Market Capitalization Milestones will be measured using the per share price paid to the Company’s shareholders in the Change in Control. Each tranche for which the applicable Market Capitalization Milestone is achieved will vest in full upon the Change in Control, without regard to the Cliff Vest Condition, and each tranche for which the applicable Market Capitalization Milestone is not achieved will be forfeited for no consideration.

The foregoing description of the Equity Award is qualified in its entirety by reference to the full text of the applicable award agreements, the forms of which are filed as Exhibits 10.4 and 10.5 to this Quarterly Report and incorporated by reference herein.

(b)Material changes to the procedures by which security holders may recommend nominees to the board of directors.

None.

(c)Insider trading arrangements and policies.

During the quarter ended September 30, 2026, none of our directors or “officers” (as defined in 16a-1(f) of the Exchange Act)adopted, modified orterminated a “Rule 10b5-1 trading arrangement” or a “non-Rule 10b5-1 trading arrangement” as each such terms are defined under Rule 408 of Regulation S-K.