HawkEye 360, Inc.

Notes to Condensed Consolidated Financial Statements

(in thousands, except per share amounts)

(unaudited)

NOTE 1 –NATURE OF BUSINESS AND BASIS OF PRESENTATION

HawkEye 360, Inc. (the “Company”), formed in the State of Delaware in 2015, is a trusted signals intelligence (“SIGINT”) partner of the United States and its allies, committed to advancing national interests through the use of its innovative technology. The Company’s mission is to provide actionable, trusted, and valuable signals intelligence to the U.S. Government and allied international customers.

The Company provides secure end-to-end signals solutions which are tightly integrated into the fabric of national security architecture. As a trusted signals intelligence partner to the U.S. Government and international allies, the Company is the first space-enabled defense technology company to disrupt electronic warfare at scale. The Company delivers shareable, battlefield-proven radio frequency (“RF”) intelligence that support Warfighters during varied cycles of geopolitical volatility. The Company operates across the entire value chain from design and build, to data collection, to processing and analysis, delivering capabilities and insights to customers throughout our global allied defense landscape.

The Company is disrupting the defense technology industry through its transformational strategy focused on new on-orbit capabilities, signal processing enhancements, and optimization of its artificial intelligence/machine learning (“AI/ML”) analytics algorithms using its expansive RF emitter database. The Company’s algorithms are designed, improved, and validated on over one billion data points from its proprietary signals archive, uniquely collected by its sensor network. With over 30 satellites on orbit and additional clusters in development, the Company maintains a robust global operational footprint and is committed to expanding its reach, improving its revisit rate and latency, and accelerating product delivery to its customers. The Company is a key provider to the U.S. Government of signal processing algorithms, customized hardware, and commercial SIGINT data and information. The Company operate across classified and unclassified data, leveraging relationships with the U.S. Department of War (the “DoW”) and the U.S. intelligence community and the international equivalents of its allies around the globe.

The Company’s offerings span the SIGINT value chain, comprising hardware and software solutions, comprehensive training programs, embedded analysts for spectrum exploitation, and extensive data products. The Company’s offerings solve a breadth of mission requirements, including mission-critical defense and intelligence applications, humanitarian-oriented solutions, and sustainability-focused capabilities.

In December 2025, the Company completed its acquisition of Innovative Signal Analysis, Inc. (“ISA”). This acquisition enhances the Company’s existing offerings by providing multi-domain, real-time automated hosted payloads, expanded ground processing, and highly trusted development support for the signals intelligence community. ISA expands the Company’s processing capabilities and signal database into classified data, strengthening our relationship with the U.S. Government and the U.S. intelligence community. This acquisition allows the Company to combine unclassified satellite collectors with highly trusted classified algorithms, unlocking a larger national security augmentation market. Additionally, unclassified ISA algorithms and expertise enhance the Company’s signal processing platform, allowing the Company to offer improved, automated capabilities to an expanded set of customers.

Basis of presentation

The condensed consolidated financial statements and accompanying notes are unaudited and have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial reporting.

Certain information and footnote disclosures normally included in condensed consolidated financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to rules and regulations applicable to interim financial reporting. The condensed consolidated financial statements were prepared on the same basis as the audited consolidated financial statements and, in the opinion of management, contain all adjustments, consisting of normal recurring adjustments, necessary for a fair statement of its financial position, results of operations and cash flows for the periods indicated. These condensed consolidated financial statements should be read in conjunction with the consolidated financial statements included within the Company’s audited consolidated financial statements for the year ended December 31, 2025. The information as of December 31, 2025, included on the condensed consolidated balance sheets was derived from the Company’s audited consolidated financial statements. All intercompany accounts and transactions have been eliminated in consolidation.

Liquidity

The condensed consolidated financial statements of the Company have been prepared on a going concern basis, which contemplates the realization of assets and the discharge of liabilities in the normal course of business. The Company held cash and cash equivalents of $106.1 million, excluding restricted cash, compared to $92.7 million as of December 31, 2025. The Company maintains performance bonds in the form of letters of credit for international customers, reported as restricted cash.

The Company has incurred an accumulated deficit totaling $154.8 and $145.8 million as of March 31, 2026 and December 31, 2025, respectively. The Company generated negative cash flows from operating activities of $3.3 million and $7.5 million during the three months ended March 31, 2026 and 2025, respectively.

On May 8, 2026, the Company closed its initial public offering (the “IPO”) and received aggregate gross proceeds of approximately $478.4 million before deducting underwriting discounts and commissions and offering expenses. The Company received net proceeds of $435.9 million, net of $33.5 million of underwriting discounts and commissions and $9.0 million of offering costs. See Note 18 - Subsequent Events for further details.

NOTE 2 –SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Use of Estimates

The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities, and the reported amounts of revenue and expenses in the condensed consolidated financial statements and accompanying notes.

The Company’s most significant estimates and judgments involve the valuation of share-based compensation, including the fair value of common stock, allocation of stand-alone selling price used in revenue recognition, and fair value of certain equity instruments, including warrants. These estimates also include the assumptions used in accounting for business combinations, including the valuation of assets acquired and liabilities assumed in connection with the ISA acquisition. Management bases its estimates on historical experience and on various other assumptions believed to be reasonable, the results of which form the basis for making judgments about the carrying values of assets and liabilities. Actual results could differ from those estimates, and such differences could be material to the Company’s condensed consolidated financial statements.

Inventory

Inventory as of March 31, 2026, consisted of the following:

Concentration of Credit Risk and Revenue

The Company had the following customers whose accounts receivable or revenue balances individually represented 10% or more of the Company’s total accounts receivable or total revenue:

Recently Adopted Authoritative Guidance:

Recently Adopted

In July 2025, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2025-05, Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses for Accounts Receivable and Contract Assets ("Update 2025-05"), which allows public business entities to elect a practical expedient for current accounts receivables and contract assets to assume that current conditions as of the balance sheet date do not change for the remaining life of the asset. The standard is effective for annual periods beginning after December 15, 2025, including interim periods within those annual periods. The Company adopted the new standard, effective January 1, 2026, on a prospective basis, and the accounting requirements of this ASU have been reflected in the Company’s evaluation of the allowance for accounts receivable in the condensed consolidated financial statements.

Not Yet Adopted

On December 8, 2025, the FASB issued ASU No. 2025-11, Interim Reporting (Topic 270): Narrow-Scope Improvements. The amendments are intended to improve the navigability of the interim reporting guidance in ASC 270 and clarify when it applies. The guidance addresses the form and content of financial statements, adds lists of the interim disclosures required by all other Codification topics, and establishes a principle under which an entity must disclose events since the end of the last annual reporting period that have a material impact on the entity. This guidance is effective for interim reporting periods within annual reporting periods beginning after December 15, 2027. Early adoption is permitted. The amendments in this update can be applied either prospectively or retrospectively to any or all prior periods presented in the financial statements. The Company expects to adopt this standard for its first quarter ending March 31, 2028. The Company expects adoption of this standard to expand its disclosures and is currently evaluating the impact of adoption on its interim reporting.

On September 18, 2025, the FASB issued ASU No. 2025-06, Intangibles—Goodwill and Other— Internal-Use Software (Subtopic 350-40): Targeted Improvements to the Accounting for Internal-Use Software. The amendments remove all references to prescriptive and sequential software development stages (referred to as “project stages”) throughout Subtopic 350-40. Therefore, an entity is required to start capitalizing software costs when both of the following occur: (1) management has authorized and committed to funding the software project, and (2) it is probable that the project will be completed and the software will be used to perform the function intended (referred to as the “probable-to-complete recognition threshold”). This guidance is effective for fiscal years beginning after December 15, 2027 and interim reporting periods within those annual reporting periods. Early adoption is permitted as of the beginning of an annual reporting period. The amendments in this update permit an entity to apply the new guidance using any of the following transition approaches: (1) a prospective transition approach; (2) a modified transition approach that is based on the status of the project and whether software costs were capitalized before the date of adoption; or (3) a retrospective transition approach. The Company is currently in the process of evaluating the potential impact the adoption of this standard may have and expects to adopt this standard in its first quarter of 2028.

In November 2024, the FASB issued ASU No. 2024-03, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses (“ASU 2024-03”), and in January 2025, the FASB issued Accounting Standards Update No. 2025-01, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40): Clarifying the Effective Date (“ASU 2025-01”). ASU 2024-03 requires additional disclosure of the nature of expenses included in the income statement as well as disclosures about specific types of expenses included in the expense captions presented in the income statement. ASU 2024-03, as clarified by ASU 2025-01, is effective for the Company for its annual reporting for fiscal 2028 and for interim period reporting beginning in fiscal 2029 on a prospective basis. Both early adoption and retrospective application are permitted. The Company is currently evaluating the impact that the adoption of these standards will have on its consolidated financial statements and disclosures.

NOTE 3 – BUSINESS ACQUISITION

Innovative Signal Analysis, Inc.

Pursuant to the Agreement and Plan of Merger (the “Merger Agreement”) dated December 18, 2025, the Company completed the acquisition of Innovative Signal Analysis, Inc. (“ISA”) through a statutory merger involving Forrestal Merger Sub, Inc. (the “Merger Sub”), a wholly owned subsidiary of the Company (the “Merger”). Under the terms of the Merger, Merger Sub was merged with and into ISA. At the effective time of the Merger, Merger Sub ceased to exist as a separate entity, and ISA continued as the surviving corporation under Texas law. As a result, ISA became a wholly owned subsidiary of the Company, with the acquisition of 100% equity interest in ISA completed for a fair value consideration of $166.5 million consisting of cash considerations of $117.7 million which includes:

•$110.4 million in cash (subject to customary adjustments for ISA cash on hand, net working capital, unpaid transaction costs, and debt),

•$3.9 million of transaction costs incurred by ISA and paid by the Company on ISA’s behalf, and

•$3.4 million of cash placed into escrow to be released shortly after close.

In addition to these cash amounts, the consideration also includes:

•Issuance of fair value of $25.0 million of Series E preferred stock;

•$10.0 million of cash holdbacks retained by the Company at closing to address specified matters described in the Merger Agreement.

•a deferred cash payment of $15.0 million (fair valued at $13.3 million as of the acquisition date) which is due upon the earlier of (i) a “Liquidity Event” (as defined in the Merger Agreement) or (ii) the third anniversary of the closing date and

•a contingent earnout payment of up to $10.0 million (fair valued at $0.3 million as of the acquisition date) if ISA exceeds specified 2026 revenue targets.

The Company’s acquisition of ISA enhances its existing offerings by providing multi-domain, real-time automated hosted payloads, expanded ground processing, and highly trusted service support for the signals intelligence community. ISA expands our processing capabilities into classified data, enhancing its relationship with the U.S. Government and the U.S. intelligence community. The upgraded platform integrates HawkEye 360 data with third-party sources including national systems, AIS feeds, and optical imagery. This creates a unified environment for correlation, geolocation, and our unique signal recognition. In parallel to this acquisition, the Company is also developing automated analytics software to fuse multiple data streams for real-time alerts, cueing, and mission orchestration, while expanding third-party integrations to deliver richer mission insights and operational advantages to a broader base of U.S. Government customers.

The acquisition was accounted for as a business combination under ASC 805, Business Combinations, with the Company identified as the acquirer. In connection with the ISA acquisition, the Company spent approximately $2.1 million in costs related to the acquisition which was expensed in the consolidated statements of operations for the year ended December 31, 2025. The purchase price allocation as of the date of acquisition was based on a preliminary valuation and is subject to revision as more detailed analyses are completed and additional information about the fair value of assets acquired and liabilities assumed become available. All values remain preliminary including, but not limited to, intangible assets, including the preliminary assumptions used in their estimates of fair values and their respective estimated useful lives, property and equipment, inventory, right-of-use assets, income taxes, and residual goodwill. The final determination of the fair values, purchase consideration, related income tax impacts and residual goodwill will be completed as soon as practicable, and within the measurement period of up to one year from the acquisition date as permitted under GAAP.

The table below sets forth the consideration paid, and the preliminary fair value of the assets acquired, and liabilities assumed at the acquisition date:

The fair value of the working capital items, including accounts receivable, other current assets, accounts payable, accrued liabilities, and other current liabilities approximate their respective carrying values at the date of the acquisition.

The following table summarizes the fair value of acquired identifiable intangible assets:

(1)As part of the Merger Agreement, the Company issued 1,325,316 shares of Series E preferred shares at $18.86343 per share. See Note 8 – Mezzanine Equity and Shareholders Deficit for more details.

(2)The amortization period for the trade name, customer relationships follow-on, customer relationships existing backlog, and developed technology arefour years, ten years, one year, andfive years, respectively.

Goodwill generated from this business combination is primarily attributable to expected synergies from the transaction and incremental revenue and profit to be derived from the Company’s expansion into full-service hardware and software for its space and defense customers. The goodwill is not expected to be deductible for U.S. income tax purposes.

Unaudited Pro Forma Information

The following unaudited pro forma financial information presents combined results of operations as if ISA had been acquired as of the beginning of fiscal year 2024. The unaudited pro forma results include certain pro forma adjustments to revenue and net loss that were directly attributable to the acquisition, including transaction costs. The unaudited pro forma information presented below is for informational purposes only and is not necessarily indicative of the consolidated results of operations of the combined business had the acquisition actually occurred at the beginning of 2024, or of the results of future operations of the combined business.

NOTE 4 – REVENUE

Disaggregation of Revenue

The Company disaggregates revenue from customers into categories that depict the type of revenue by customer base. All revenue is contracted via either fixed-price arrangements, cost plus margin arrangements or time and material arrangements. The following chart details the disaggregation:

Contract Assets and Contract Liabilities

Contract assets primarily consist of unbilled accounts receivable related to the Company’s right to consideration for performance obligations satisfied or partially satisfied but not yet billed to customers, including fixed-price contracts recognized over time and amounts pending customer acceptance. The Company’s contract liabilities consist of deferred revenue, which represents customer payments received prior to the completion of performance. During the three months ended March 31, 2026, the Company recognized $1.5 million of revenue that was deferred as of December 31, 2025.

The table below presents the Company’s contract accounts receivable, contract assets, and contract liabilities as of March 31, 2026 and December 31, 2025.

Remaining Performance Obligations

The Company’s arrangements with its customers often have terms that span over multiple years. However, substantially all of the Company’s arrangements allow its customers to terminate contracts for convenience prior to the end of the stated term with less than twelve months’ notice. Remaining performance obligations do not include contracts which provide the customer with a right to terminate for convenience without incurring a substantive termination penalty, written orders where funding has not been appropriated and unexercised contract options. The Company has elected the optional exemption allowing the Company to not disclose remaining performance obligations for contracts with original terms of twelve months or less, and has also elected the right-to-invoice practical expedient for certain contracts in which the invoiced amount reflects the value provided to the customer; such contracts are excluded from the remaining performance obligation disclosure. Revenue recognized in the current period from performance obligations satisfied (or partially satisfied) in prior periods was not material for any of the periods presented.

As of March 31, 2026, the estimated revenue expected to be recognized in the future related to performance obligations that are unsatisfied (or partially unsatisfied) was approximately $106.4 million. The Company has entered into an agreement through 2032 under which a customer has contracted for dedicated access to the Company's data collection and analytics services, with revenue to be recognized ratably at $5.0 million per quarter from the second quarter of 2027 until contract completion in 2032. This agreement accounts for $100.0 million of the $106.4 million estimated revenue expected to be recognized related to performance obligations that are unsatisfied (or partially unsatisfied) as of March 31, 2026, and accounts for all of the 25-36 months and Thereafter balances in the table below. As of March 31, 2026 the estimated revenue expected to be recognized in the future related to remaining performance obligations is as follows:

NOTE 5 –SATELLITES, PROPERTY AND EQUIPMENT

Satellites, property and equipment, net, consists of the following as of, March 31, 2026, and December 31, 2025:

Depreciation expense was $5.8 million and $4.9 million for the three months ended March 31, 2026 and March 31, 2025, respectively which includes approximately $0.2 million related to the write-off of certain assets.

NOTE 6 –INTANGIBLE ASSETS AND GOODWILL

The Company's intangible assets relate to intellectual property that has been amortized over five years. The carrying amount of intangible assets is as follows:

Amortization expense was $1.9 million and $0.1 million for the three months ended March 31, 2026 and March 31, 2025, respectively

Future amortization expense related to intangibles assets, as of March 31, 2026, is expected to be as follows:

The carrying amount of the Company’s goodwill was $116.9 million at both March 31, 2026 and December 31, 2025.

NOTE 7 – DEBT

Loan and Security Agreement

As of March 31, 2026, the 2025 Loans are as follows:

Loan Agreements as of March 31, 2026

The Company’s outstanding debt consists of borrowings under its Third Amended and Restated Loan and Security Agreement and Mezzanine Loan and Security Agreement issued in connection with the acquisition of ISA, including the $14.6 million senior term loan (the “2025 Term Loan”) maturing September 1, 2028 and the $34.0 million mezzanine term loan (the “2025 Mezzanine Loan”) maturing December 18, 2028. The Company’s borrowings are secured by substantially all of the Company’s assets and are subject to customary covenants and reporting requirements.

The Company pays interest on the 2025 Term Loan on the first of each month with the first payment on January 1, 2026. The Company pays interest on the 2025 Mezzanine Loan on the first of each month with the first payment made on January 1, 2026.

In connection with the issuance of the 2025 Mezzanine Loan, the Company executed new warrant agreements to issue certain new warrants (the “2025 Bank Warrants”) to the lenders of the Mezzanine Loan (see Note 8).

The Third Amended and Restated Loan and Security Agreement and Mezzanine Loan and Security Agreement (collectively, the “Loan Agreements”) contain a number of customary representations, warranties, and covenants that, among other things, limit the ability of the Company and its subsidiaries to (subject to certain qualifications and exceptions): create liens and encumbrances; incur additional indebtedness; merge, dissolve, liquidate, or consolidate; make acquisitions, investments, advances, or loans; dispose of or transfer assets; pay dividends or make other payments in respect of its capital stock; amend certain material documents; redeem or repurchase certain debt; make payments on subordinated debt; and engage in certain transactions with affiliates. The Loan Agreements also contain customary events of default, including, but not limited to: nonpayment of principal, interest, fees, or other amounts; material inaccuracy of a representation or warranty; failure to perform or observe covenants; cross-defaults with certain other indebtedness; bankruptcy and insolvency events; material monetary judgment defaults; and the occurrence of a material adverse change. Upon the occurrence of an event of default (subject, in certain cases, to notice and grace periods), the obligations under the Loan Agreements may be accelerated.

Debt issuance costs and discounts related to the 2025 Loans are recorded as a reduction of the related debt and are amortized to interest expense using the effective interest method over the expected term of the 2025 Loans. Debt issuance costs consist of direct costs incurred to obtain financings under the Loan Agreements. Amortization of debt discounts and issuance costs on the 2025 Loans was $0.2 million and $14 thousand for the 2025 Mezzanine Loan and 2025 Term Loan, respectively, for the three months ended March 31, 2026 and is included in interest expense in the accompanying consolidated statement of operations. The effective interest rates are 7.18% and 12.34% for 2025 Senior Term Loan and 2025 Mezzanine Loan, respectively.

Total unamortized debt discounts and issuance costs on the 2025 Loans for the period ended March 31, 2026, were $2.0 million, of which $0.3 million were for 2025 Senior Term Loan and $1.7 million were for 2025 Mezzanine Loan.

The Company incurred total interest expense on the 2025 Loans of $1.3 million for the three months ended March 31, 2026, which consisted of $0.2 million for 2025 Term Loan and $1.1 million for 2025 Mezzanine Loan. The total interest expense for the three months ended March 31, 2025 wasnil.

As noted in Note 1 - Nature of Business and Basis of Presentation, on May 8, 2026, the Company closed its IPO and received aggregate gross proceeds of approximately $478.4 million before deducting underwriting discounts and commissions and offering expenses. In connection with the IPO, the Company used $49.7 million of the net proceeds to repay all outstanding borrowings and associated fees under the Loan and Security Agreement, including interest.

Letters of Credit

As of March 31, 2026, the Company hadthree standby letters of credit from Silicon Valley Bank (the "Bank") outstanding, totaling approximately $4.6 million.

NOTE 8 – MEZZANINE EQUITY AND STOCKHOLDERS’ DEFICIT

Common Stock

The Company is authorized to issue 111,000,000 shares of common stock with a par value of $0.0001 per share. As of March 31, 2026,5,425,643 shares were issued and outstanding and as of December 31, 2025,4,168,374, shares were issued and outstanding.

The holders of the common stock are entitled toone vote for each share of common stock held at all meetings of stockholders (and written actions in lieu of meetings); provided, however, that, except as otherwise required by law, holders of common stock, as such, shall not be entitled to vote on any amendment to the Seventh Amended and Restated Certificate of Incorporation that relates solely to the terms of one or more outstanding series of Preferred Stock if the holders of such affected series are entitled, either separately or together with the holders of one or more other such series, to vote thereon pursuant to the Seventh Amended and Restated Certificate of Incorporation or pursuant to the General Corporation Law of Delaware.

The following shares of common stock are reserved for future issuance (in whole shares):

(1)The December 31, 2025 balance has been adjusted from previously reported amounts to reflect an immaterial reduction of 377,671 options. This adjustment did not have a material impact on the Company's previously issued consolidated financial statements or share-based compensation expense.

Convertible Preferred Stock

The Company is authorized to issue 77,003,772 shares of Convertible Preferred Stock with a $0.0001 par value as follows (in whole shares):

The following table represents the total issued and outstanding Preferred Stock of the Company as of March 31, 2026 and December 31, 2025 (in whole shares):

During the three months ended March 31, 2026, the Company did not have any material issuances, expirations, or modifications of its outstanding warrants. There were 6,521 Series D-1 Warrants exercised during the period ended March 31, 2026.

The following is a summary of the warrants outstanding in connection with the Series C Preferred Stock, Series D Preferred Stock, Series D-1 Preferred Stock, and Series E Preferred Stock financings as of March 31, 2026 (in whole dollars and shares):

Refer to Note 18 - Subsequent Events for the conversion of preferred stock and automatic exercise of the preferred stock warrants in connection with the closing of the Company's IPO on May 8, 2026.

NOTE 9 –BANK WARRANTS

On December 18, 2025, in connection with the 2025 Loan and Security Agreement and the 2025 Mezzanine Loan and Security Agreement, the Company issued warrants (the “2025 Bank Warrants”) to the Bank and the other lenders party thereto to purchase a total of 173,591 shares of common stock at an exercise price of $4.65 per share, subject to adjustments. The 2025 Bank Warrants will expire on December 18, 2035. The 2025 Bank Warrants are recorded as a liability in the condensed consolidated balance sheets at their allocated proceeds based on a relative fair value allocation between the 2025 Bank Warrants and the debt with an offset recorded as additional debt discount to be amortized.

In conjunction with the 2024 Amendment, the Company issued warrants to the Bank to purchase 43,343 shares of common stock, at an exercise price of $2.31 per share (the “2024 Warrants”). The 2024 Warrants will expire on March 27, 2034. The estimated initial fair value of the 2024 Warrants in aggregate was $0.1 million and was computed using an option pricing method with the following assumptions: a term to maturity of 10 years; a risk-free rate of 4.20%; a dividend yield ofzero; and expected volatility of 52.80%. The Company recorded the 2024 Warrants as a liability in the Company’s consolidated balance sheet and capitalized the fair value of the warrants as a deferred asset related to the 2024 Amendment. The 2024 Warrants also provide for 65,015 additional shares of common stock to be made available for exercise to the Bank should the Company draw on the term loan commitment as provided for by the legacy Loan and Security Agreement. On December 18, 2025, in connection with the 2025 Amendment, the Company entered into an amendment to reduce the number of additional shares from 65,015 to 21,655 shares of common stock and also provided that the 2024 Warrants will be exercisable for all 21,655 additional shares of common stock. After such amendment, the 2024 Warrants are exercisable for a total of 64,998 shares of common stock. The 2024 Warrants continue to be classified as a liability in the Company’s consolidated balance sheet as of December 31, 2025, and any changes in fair value from such liability are recorded in Other income, net on the Company’s consolidated statement of operations. On February 16, 2026, certain option rights expired which precluded the 2024 Warrants from being classified as equity. Following the expiration of these option rights, the 2024 Warrants were fair valued and reclassified as equity in the condensed consolidated balance sheets, with the change in fair value as of February 16, 2026 recognized in earnings.

On February 27, 2020, in connection with a mezzanine loan and security agreement between the Company and the Bank, the Company issued warrants to the Bank (and certain additional lenders) to purchase a total of 280,600 shares of common stock at an exercise price of $2.29 per share (the “Mezzanine Warrants”). The Mezzanine Warrants will expire on February 26, 2032. The Company recorded the Mezzanine Warrants as equity in the Company’s consolidated balance sheets and capitalized the fair value of the warrants as a component of the debt discount.

On March 12, 2019, another amendment was made to the Original Bank Warrant in order to remove the provisions for further adjustments. On March 12, 2019, the Company issued a warrant (the “New Bank Warrant”) to the Bank to purchase 25,428 shares of common stock at an exercise price of $0.77 per share and will expire on March 11, 2029. The Company recorded the New Bank Warrant as equity in the Company’s consolidated balance sheet and capitalized the fair value of the warrants as a component of the debt discount.

On June 27, 2017, the Company entered into the Loan and Security Agreement to provide one or more loans or other extensions of credit as described in Note 7. In conjunction with the Loan and Security Agreement, the Company issued a warrant (the “Original Bank Warrant”) to the Bank to purchase 47,700 shares of common stock, at an exercise price of $0.23 per share. The Original Bank Warrant will expire on June 26, 2027.

As of March 31, 2026, the following equity and debt classified warrants to issue stock of the Company remain outstanding:

NOTE 10 –STOCK INCENTIVE PLAN

In 2015, the Company adopted a stock incentive plan (the Plan) under which it may grant stock options, stock appreciation rights, stock awards, restricted stock units, performance awards or other stock-based awards.

Share-based compensation expense is recognized on a straight-line basis, over the applicable vesting period. Total share-based compensation expense for the three months ended March 31, 2026 and March 31, 2025 was $2.3 million and $0.8 million, respectively. This is recognized in the consolidated statement of operations as follows: $0.4 million in direct cost of sales, $0.9 million in research and development, and $1.0 million in selling, general and administrative expenses for the three months ended March 31, 2026 and $0.1 million in direct cost of sales, $0.4 million in research and development, and $0.3 million in selling, general and administrative expenses for the three months ended March 31, 2025.

Time vested and performance vested options

Presented below is a summary of the status of the time vested stock options under the Plan for the three months ended March 31, 2026:

(1)The January 1, 2026 balance has been adjusted from previously reported amounts to reflect an immaterial reduction of 377,671 options. This adjustment did not have a material impact on the Company's previously issued consolidated financial statements or share-based compensation expense.

Presented below is a summary of the status of the performance vested stock options under the Plan for the three months ended March 31, 2026:

As of March 31, 2026, there was $22.5 million of unrecognized compensation cost related to unvested share-based compensation arrangements granted under the Plan, expected to be recognized over a weighted average remaining period of 2.9 years.

RSUs

In September 2025, the Board awarded and issued 182,786 RSUs at a grant date value of $4.65 per share, and in the first quarter of 2026 the Board awarded and issued an additional 1,120,052 RSUs at a grant date value of $17.66 per share . These RSUs contain afour-year ratable vesting from the grant date and are contingent based upon either an initial public offering or a change of control occurring within the next five years from the grant date. As the RSUs vest based upon an initial public offering or change of control event, no amounts were expensed for the three months ended March 31, 2026 (refer to Note 1 - Nature of Business and Basis of Presentation). There were no forfeitures or expired units related to these awards during the three months ended March 31, 2026. The total unrecognized compensation related to these RSUs was $13.6 million as of March 31, 2026.

NOTE 11 – ACCRUED EXPENSES AND CURRENT LIABILITIES

Accrued expenses and other current liabilities consisted of the following on March 31, 2026 and December 31, 2025:

NOTE 12 –SEGMENT REPORTING

The Company operates as a single operating and reportable segment. The chief operating decision maker (“CODM”), the Company’s Chief Executive Officer, evaluates financial performance and allocates resources using consolidated net income.

The CODM reviews expenses on a consolidated and aggregated basis rather than by individual category. Significant expense categories considered in assessing performance include direct cost of sales (excluding depreciation and amortization), indirect labor and related costs, depreciation and amortization, indirect professional fees, stock based compensation, other operating expenses, other non-operating income (net) and benefit for income tax, all of which are included within the Company’s consolidated results and are consistent with the CODM’s measure of consolidated net income. There have been no changes in the Company’s operating segment structure, the CODM, or the measures used to assess segment performance during the interim period. Accordingly, the Company has not presented separate segment financial information for the interim period.

NOTE 13 –INCOME TAXES

The benefit for income taxes was $20 thousand (0.2%) andzero (—%) for the three months ended March 31, 2026 and 2025, respectively. The Company’s effective tax rate for the three months ended March 31, 2026 differed from the U.S. statutory rate of 21% primarily due to changes in valuation allowance. The Company’s effective tax rate for the three months ended March 31, 2025 differed from the U.S. statutory rate of 21% primarily due to changes in valuation allowance.

NOTE 14 – LEASES

The Company determines if an arrangement is or contains a lease at inception, which is the date on which the terms of the contract are agreed to, and the agreement creates enforceable rights and obligations. Under ASC 842, a contract is or contains a lease when (i) explicitly or implicitly identified assets have been deployed in the contract and (ii) the customer obtains substantially all of the economic benefits from the use of that underlying asset and directs how and for what purpose the asset is used during the term of the contract. The Company also considers whether its service arrangements include the right to control the use of an asset.

The Company made an accounting policy election under ASC 842 not to recognize right-of-use (ROU) assets and lease liabilities for leases with a term of twelve months or less. For all other leases, the Company recognizes ROU assets and lease liabilities based on the present value of lease payments over the lease term at the commencement date of the lease.

Future lease payments may include fixed rent escalation clauses or payments that depend on an index (such as the consumer price index). Subsequent changes in an index and other periodic market-rate adjustments to base rent are recorded in variable lease expense in the period incurred. Payments for terminating the lease are included in the lease payments only when it is probable they will be incurred. The Company’s leases may include a non-lease component representing additional services transferred to the Company, such as common area maintenance for real estate. The Company made an accounting policy election to account for each separate lease component and the non-lease components associated with that lease component as a single lease component. Non-lease components that are variable in nature are recorded in variable lease expense in the period incurred.

The Company leases premises for general office and administrative purposes from unrelated parties under operating lease agreements that have remaining terms of 0.25 to 9.25 years. Options to extend a lease are included in the lease terms when it is reasonably certain that the Company will exercise that option. The Company’s leases generally do not contain any material restrictive covenants.

Operating lease cost is recognized on a straight-line basis over the lease term. The components of lease expense are as follows:

NOTE 15 – COMMITMENTS AND CONTINGENCIES

Legal Matters

The Company is periodically involved in legal proceedings, legal actions and claims arising in the normal course of business. Management believes that the outcome of such legal proceedings, legal actions and claims will not have a significant adverse effect, individually or in the aggregate, on the Company’s financial position, results of operations or cash flows.

During the three months ended March 31, 2026 the Company reached a settlement with a third-party vendor related to an ongoing litigation claim. The Company has recorded $0.5 million in selling, general and administrative expense related to this settlement.

NOTE 16 –NET LOSS PER SHARE

Basic and diluted net loss per share were the same for the three months ended March 31, 2026 and March 31, 2025 as all potentially dilutive securities were excluded from the computation of diluted net loss per share as their effect would have been anti-dilutive. The following table sets forth the computation of the basic and diluted net loss per share (in thousands except per share amounts):

Dilutive shares which could exist pursuant to the exercise of outstanding stock instruments, and which were not included in the calculation because their effect would have been anti-dilutive are as follows:

NOTE 17 –FAIR VALUE MEASUREMENTS

The Company’s financial instruments consist of cash and cash equivalents, restricted cash, accounts receivable, debt, accounts payable, contingent consideration, bank warrants and at-the-money warrants. The carrying value of cash and cash equivalents, restricted cash, accounts receivable, and accounts payable approximate their fair value due to the relatively short maturity of these instruments. Due to the variable rate nature of the Company’s debt, the carrying value of debt approximates the fair value of debt.

The fair value of the contingent consideration, bank warrants and at-the-money warrants is based on significant inputs not observable in the market, such as volatility, risk-free rate, and expected term, which causes it to be classified as a Level 3 measurement within the fair value hierarchy. These valuations use assumptions and estimates the Company believes would be made by a market participant in making the same valuation. The Company assesses these assumptions and estimates on an on-going basis as additional data impacting the assumptions and estimates are obtained. The Company used a market approach based on the most recent arms-length transaction to estimate the enterprise value of the Company and then allocated the enterprise value to the liability-classified warrants using an option-pricing model. The ISA contingent earnout liability is recorded at the fair value of the potential future payments to the sellers based on the achievement of specified revenue thresholds over the earnout period. Changes in the fair value of the contingent consideration and at-the-money warrants related to updated assumptions and estimates are recognized within the condensed consolidated statements of operations and comprehensive loss.

The ISA deferred consideration is recorded at the fair value of the future payments to the sellers of ISA based on the passage of time which may vary based upon a Liquidation Event as defined by the Merger Agreement.

The following table represents the Company’s financial instruments that are measured at fair value on a recurring basis as of March 31, 2026 and December 31, 2025, respectively.

There were no transfers between levels during the three months March 31, 2026. Changes in the fair value of Level 3 financial liabilities were as follows:

NOTE 18 – SUBSEQUENT EVENTS

The Company evaluated its March 31, 2026, financial statements for subsequent events through June 18, 2026 the date the financial statements were issued. Please note the following subsequent events:

Initial Public Offering

As noted in Note 1 - Nature of Business and Basis of Presentation, on May 8, 2026, the Company closed its IPO of 18.4 million shares of its common stock, inclusive of the exercise in full of the underwriters' option to purchase 2.4 million additional shares, at a public offering price of $26.00 per share, resulting in gross proceeds of approximately $478.4 million. The Company received net proceeds of $435.9 million, net of $33.5 million of underwriting discounts and commissions and $9.0 million of offering costs.

In connection with the closing of the IPO, all outstanding series of Preferred Stock converted into 68,987,988 shares of common stock and all outstanding preferred financing warrants were automatically exercised into 3,928,050 shares of common stock.

The proceeds from the IPO were used to repay $49.7 million of outstanding borrowings and associated fees under the 2025 Loan and Security Agreement and the 2025 Mezzanine Loan and Security Agreement, and to fund a deferred payment of $7.5 million related to the acquisition of ISA, with the remaining balance being used for general corporate and working capital purposes.

The $7.5 million payment to ISA above represented satisfaction of a deferred liquidity event cash payment of $15.0 million, less an additional $7.5 million cash holdback retained by the Company to address specified matters described in the Merger Agreement.

2026 Credit Agreement

On May 19, 2026, the Company entered into a new senior secured revolving credit agreement (the “2026 Credit Agreement”) with Bank of America, N.A. The 2026 Credit Agreement provides for a revolving credit facility in an aggregate principal amount of $125.0 million (the “Revolving Credit Facility”), maturing on May 19, 2031. Borrowings under the Revolving Credit Facility bear interest at a variable rate equal to, at the Company’s option, either (i) Term SOFR plus an applicable margin of 2.25% to 3.00% per annum, or (ii) an alternative base rate plus an applicable margin of 1.25% to 2.00% per annum, in each case based on the Company’s Total Net Leverage Ratio. A commitment fee ranging from 0.250% to 0.500% per annum applies to unused commitments under the Revolving Credit Facility.

The Revolving Credit Facility is guaranteed by each of the Company’s existing and future material domestic subsidiaries and is secured by first-priority liens on substantially all of the Company’s and the guarantors’ personal property assets and certain equity interests, subject to customary exceptions. The Credit Agreement contains customary affirmative and negative covenants and requires the Company to maintain compliance with the following financial covenants, each tested quarterly on a trailing four fiscal quarter basis: (i) a maximum Total Net Leverage Ratio as defined by the 2026 Credit Agreement, commencing at 3.50:1.00, and (ii) a minimum Interest Coverage Ratio as defined by the 2026 Credit Agreement of 3.00:1.00.