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Item 1A. Risk Factors

2026-02-27 compared with 2025-02-28 · 116 added, 115 removed, 428 unchanged (35% of the section changed)

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and globally, which may emerge or become material, may also impact our business and the risks identified in this Report may adversely affect our business in ways we do not currently anticipate.

See "Forward-Looking Statements" at the beginning of this Report.

See "Cautionary Statement About Forward-Looking Statements" at the beginning of this Report.

Risk Factor Summary

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• Operational performance of our satellite network;

• Failure to successfully launch new satellites;

• Failure to successfully or timely launch new satellites;

• Lack of demand for wireless communications services via satellite and terrestrial mobile broadband networks (as well as other factors that impact our business plan, including the ability to attract and retain qualified employees);

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• Global macro-economic and political conditions;

• Availability of equipment, component parts and other materials;

• Availability and costs of equipment, component parts and other materials;

• Reliance on key suppliers;

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• Limited trading market and market price volatility for our common stock;

• Impact of reverse stock split and Nasdaq uplisting;

• Ability to meet Nasdaq’s continued listing standards;

• Future dilution through issuances of our common stock;

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Risks Related to Our Business

Revenue under the Updated Services Agreements constitutes a substantial portion of our current revenue, and there is no assurance that we will receive the revenue expected under the Updated Services Agreements.

Revenue under the Updated Services Agreements constitutes a majority of our current revenue, and there is no assurance that we will receive the revenue expected under the Updated Services Agreements.

Consideration received under the Updated Services Agreements constituted approximately 63% of our revenue for the year ended December 31, 2025.

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It is possible that we may fail to meet these obligations, that the conditions to the payment of such fees may not be satisfied, that the Customer's products that employ the services rendered will not succeed or that the Updated Services Agreements may be terminated.

If any of these events were to occur, we would not receive the revenue we currently expect to receive under the Updated Services Agreements, which could materially and adversely affect our business and results of operations.

If any of these events were to occur, we would not receive the revenue we currently expect to receive under the Updated Services Agreements, which may adversely affect our business and results of operations.

Further, the Updated Services Agreements do not prevent the Customer from allowing their devices to use another network provider's satellite services, which could also negatively impact our revenues that we currently expect to receive under the Updated Services Agreements.

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Our satellite network traffic is supported by our gateways located around the globe.

We operate our satellite constellation from our ground and space operations control centers (referred to as Network Operations Control Centers) at three locations (France, California and Louisiana) to provide geo-redundancy and ongoing coverage.

Our gateway facilities are subject to the risk of significant malfunctions or catastrophic loss due to unanticipated events, such as natural disasters, extreme weather events or terrorist attack, and would be difficult to replace or repair and could require substantial lead-time to do so.

We operate our satellite constellation from our ground and space operations control centers (referred to as Network Operations Control Centers) at three locations (France, Texas and Louisiana) to provide geo-redundancy and ongoing coverage.

Our gateway facilities are subject to the risk of significant malfunctions or catastrophic loss due to unanticipated events, such as natural disasters, extreme weather events or terrorist attack, and could be difficult to replace or repair and could require substantial lead-time to do so.

In North America, we have implemented contingency coverage which allows neighboring gateways to provide services in the event of a gateway failure.

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A number of factors will affect the actual commercial service lives of each satellite, including:

• the amount of propellant used in maintaining the satellite's orbital location or relocating the satellite to a new orbital

location (and, for a newly-launched satellite, the amount of propellant used during orbit raising following launch);

• the amount of propellant used in maintaining the satellite's orbital location or relocating the satellite to a new orbital location;

• the durability and quality of its construction;

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• changes in technology which may make all or a portion of our satellite fleet obsolete.

From time to time, our satellites have become partially or completely inoperable, especially as they have approached the end of their estimated useful lives.

In the past, we have been able to address these events by reconfiguring our satellites to provide continued service to our customers.

We can provide no assurance, however, that we would be able to successfully reconfigure our satellites or network if we were to experience the failure of multiple satellites.

It is also possible that the total available payload capacity of a satellite may need to be reduced prior to the satellite reaching its end-of-orbital life.

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If a satellite fails prior to the end of its estimated useful life, we would record an impairment charge in our statement of operations equal to the satellite's remaining net book value, which would depress our net income (or increase our net loss) for the period in which the failure occurs.

Our satellites are exposed to a wide and unique range of risks, including collisions with space debris, natural disasters and other extreme space weather events, all of which could adversely affect the performance of our constellation.

For example, during the first quarter of 2025, we recorded a loss on disposal of assets of $7.0 million on our consolidated statements of operations.

This loss reflected the net book value of one of the our second-generation satellites that experienced a power control anomaly which rendered the satellite inoperable.

Our satellites are exposed to a wide and unique range of risks, including collisions with space debris and other LEO satellites, natural disasters and other extreme space weather events, all of which could adversely affect the performance of our constellation.

Our ability to maneuver our satellites to avoid potential collisions with space debris is limited by, among other factors, uncertainties and inaccuracies in the projected orbit location of, and predicted conjunctions with, debris objects tracked and cataloged by the U.S.

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Any such collision could potentially expose us to significant losses.

Additionally, over the past few years, the increase in LEO constellations has resulted in a higher volume of satellites in orbit.

More LEO satellites in orbit could increase the risk of potential collision.

Space weather, including coronal mass ejections and solar flares, have the potential to impact the performance of our in-orbit satellites.

If we experience operational disruptions due to a space weather event, we may be unable to provide service to our customers in the affected area, either temporarily or indefinitely.

Additionally, there are inherent dangers and risk associated with our satellite operations, including the risk of equipment damage caused by increased radiation.

Any such failures or service disruptions could harm our business and results of operations.

Additionally, there are inherent dangers and risk associated with our satellite operations, including the risk of equipment damage caused by increased radiation and any such failures or service disruptions could harm our business and results of operations.

The implementation of our business plan and our ability to generate income from operations assume we are able to maintain a satellite network capable of providing commercially acceptable levels of coverage and service quality, which are contingent on a number of factors, many of which are out of our control.

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There are some remote tools we use to remedy certain types of problems affecting the performance of our satellites, but the physical repair of satellites in space is not feasible.

We do not insure our satellites against in-orbit failures after an initial period of six months, whether the failures are caused by internal or external factors.

We do not insure our second-generation satellites against in-orbit failures after an initial period of six months, whether the failures are caused by internal or external factors.

In-orbit failure may result from various causes, including component failure, solar array failures, telemetry transmitter failures, loss of power or fuel, inability to control positioning of the satellite, solar or other astronomical events, including solar radiation, wind and flares, and collision with space debris or other satellites.

Additionally, human operators may execute improper implementation commands that may negatively impact a satellite's performance.

Additionally, human operators may

execute improper implementation commands that may negatively impact a satellite's performance.

These failures are commonly referred to as anomalies.

Some of our satellites have had malfunctions and other anomalies in the past and may have anomalies in the future, for reasons described above or arising from the failure of other systems or components, and intrasatellite redundancy may not be available upon the occurrence of any anomalies.

There can be no assurance that, in these cases, it will be possible to restore normal operations.

Some of our satellites have had anomalies (like malfunctions) in the past and may have anomalies in the future, for reasons described above or arising from the failure of other systems or components, and intrasatellite redundancy may not be available upon the occurrence of any anomalies.

For example, during the first quarter of 2025 one of our second-generation satellites experienced a power control anomaly, rendering the satellite inoperable.

There can be no assurance that, in these cases, it will be possible to restore normal operations, especially without an in-orbit spare available.

Where service cannot be restored, the failure could cause the satellite to have less capacity available for service, to suffer performance degradation or to cease operating prematurely.

Any disruption to service or extended periods of reduced capacity could cause loss of customers or revenue, litigation, unexpected costs, reputational harm or failure to attract customers.

We may not be able to successfully launch satellites to support Phase 2 Service Period or Services provided over the Extended MSS Network under the Updated Services Agreements.

Delays in the launch of new satellites could negatively impact our future operations and financial results, including the requirements under the Updated Services Agreements.

We may not be able to successfully or timely launch satellites, including due to construction and delivery delays, to support the Phase 2 Service Period or Services provided over the Extended MSS Network under the Updated Services Agreements.

Delays in the delivery or launch of new satellites could negatively impact our future operations and financial results, including the obligations under the Updated Services Agreements, which could result in a decrease in expected revenue or termination.

For example, as a result of delivery delays of the replacement satellites to support the Phase 2 Service Period, we were unable to timely launch the first set of replacement satellites that we are acquiring pursuant to the 2022 satellite procurement agreement with MDA Space.

We are working to establish an updated launch window for the first set of replacement satellites and expect the launch of such satellites to occur in the first half of 2026;

however, we may not be able to do so timely, if at all.

Refer to Note 10:

Commitments and Contingencies to our Consolidated Financial Statements and Part II, Item 7.

Management's Discussion and Analysis of Financial Condition and Results of Operations – Contractual Obligations and Commitments for further discussion.

When we launch satellites, we may experience launch or deployment failures, which subject us to additional risks and losses.

Satellites are particularly vulnerable to loss and malfunction at the time they are launched and deployed into orbit, and some of our competitors have experienced catastrophic losses of substantial numbers of satellites in connection with launch and deployment.

While we may obtain launch insurance to mitigate the risk of such a loss, such insurance would not cover all our economic losses if we experienced such an event, and there would be a substantial delay before we could obtain satellites to replace the ones we lost.

Accordingly, a loss of a significant number of our new satellites at launch or deployment could adversely affect our ability to continue to provide satellite services and may cause us to lose opportunities to use our constellation to provide new or expanded services.

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• our ability to maintain the health, capacity and control of our satellites, and expand our network to meet demand;

• our ability to maintain the health of our ground network;

• our ability to maintain the health of our ground network and expand to support the network;

• our ability to realize the expected benefits from the XCOM transaction or realize a satisfactory return on our investment in the XCOM assets or increase our revenue;

• our ability to introduce new products and services that meet current and projected market demand;

• our ability to introduce new products and services that meet current and projected market demand, including adequately differentiating our products and services from competing products and services like direct-to-cellular;

• our ability to retain current customers and attract new customers, including through exploiting our existing and future spectrum authority both in the United States and internationally;

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Our business will be negatively impacted if we fail to adequately anticipate our satellite capacity needs or are unable to obtain satellite network capacity.

In February 2022, we entered into a satellite procurement agreement with MDA pursuant to which we expect to acquire at least 17 and up to 26 satellites that will replenish our HIBLEO-4 U.S.-licensed system and provide long-term continuity of our MSS.

In February 2025, we entered into another agreement with MDA pursuant to which we expect to acquire more than 50 satellites related to the Extended MSS Network.

In February 2022, we entered into a satellite procurement agreement with MDA Space pursuant to which we expect to acquire at least 17 and up to 26 satellites that will replace our HIBLEO-4 U.S.-licensed system and provide long-term continuity of our MSS.

As noted above, the delivery of the replacement satellites has been delayed.

In February 2025, we entered into another agreement with MDA Space pursuant to which we expect to acquire more than 50 third-generation satellites related to the Extended MSS Network.

We are acquiring the satellites to provide continuous satellite services and meet our obligations under the Updated Services Agreements, as well as to provide services to our current and future customers.

We may not have sufficient satellite capacity available to meet demand, and we may not be able to quickly or easily adjust our capacity to any increases in demand.

In addition, satellites represent a significant capital expenditure, and, notwithstanding our Funding Agreements, we may not have the necessary capital available or be able to raise additional capital to fund such capital expenditures.

In addition, satellites represent a significant capital expenditure, and, notwithstanding our Funding Agreements and the Infrastructure Prepayment, we may not have the necessary capital available or be able to raise additional capital to fund such capital expenditures.

See our risk factors below regarding our ability to fund all our capital expenditures and raise additional capital.

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We face intense competition in all of our markets, which could result in a loss of customers, lower revenues and difficulty entering new markets.

We face competition from a wide range of competitors.

Many of these companies have greater resources, more name recognition and newer technologies than we do.

Satellite-based Competitors

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Terrestrial Competitors

In addition to our satellite-based competitors, terrestrial wireless voice and data service providers are continuing to expand into rural and remote areas, particularly in less developed countries.

Many of these companies have greater resources, more name recognition and newer technologies than we do.

In addition to our satellite-based competitors, terrestrial wireless data service providers are continuing to expand into rural and remote areas, particularly in less developed countries.

Industry consolidation could adversely affect us by increasing the scale or scope of our competitors and thereby make it more difficult for us to compete for customers for our services.

For example, recent spectrum transactions, such as between EchoStar and SpaceX and EchoStar and AT&T, may increase competition for our current and future products and services.

We could lose market share and revenue for such products as a result of increasing competition from land-based communication service providers.

Although satellite communications services and ground-based communications services differ, the two compete in similar markets with similar services.

Consumers may perceive cellular voice communication products and services as cheaper and more convenient than satellite-based products and services.

Consumers may perceive cellular communication products and services as cheaper and more convenient than satellite-based products and services.

Terrestrial Broadband Network Competitors and Other Spectrum Owners

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Uncertain global macro-economic and political conditions could materially adversely affect our results of operations and financial condition.

Our results of operations are materially affected by economic and political conditions in the United States and internationally, including inflation, deflation, interest rates, recession, availability of capital, energy and commodity prices, trade laws and the effects of governmental initiatives to manage economic conditions.

Such impacts may affect current or potential customers, including delaying or decreasing spending on our products and services, or an inability to pay us for our products and services, any of which may adversely affect our earnings and cash flows.

Our results of operations are materially affected by economic and political conditions in the United States and internationally, including inflation, deflation, interest rates, tariffs, recession, availability of capital, energy and commodity prices, trade laws and the effects of governmental initiatives to manage economic conditions.

Such impacts may affect us or our current or potential customers, including delaying or decreasing our customers' spending on our products and services, creating an inability of our customers to pay us for our products and services or increasing our costs of services or equipment, any of which may adversely affect our earnings and cash flows.

In addition, deterioration of conditions in worldwide credit markets could limit our ability to obtain financing to fund our operations and capital expenditures.

See our risk factor below regarding our ability to raise capital.

Certain global conflicts, such as in Ukraine, could have an adverse impact on our current operations and financial performance.

Certain geopolitical tensions and global conflicts could have an adverse impact on our current operations and financial performance.

Such conflicts may lead to market or network disruptions, including significant volatility in commodity prices, credit and capital markets, as well as supply chain interruptions for equipment.

Lack of availability of equipment, component parts, and other materials required to operate our business could delay or adversely impact our operations.

Lack of availability and increased costs of equipment, component parts, and other materials required to operate our business could delay or adversely impact our operations.

We rely upon the availability of equipment, component parts and other materials from the electronics industry and other suppliers.

The electronics industry is subject to occasional shortages in availability of such materials depending on fluctuations in supply and demand.

Industry shortages may result in delayed shipments of such materials, or increased prices, or both.

As a consequence, elements of our operation which use materials from the electronics industry, such as our retail products, gateways and satellites, could be subject to disruptions, cost increases or both.

Recent disruptions in the global supply chain have limited our ability to procure component parts timely and at reasonable prices.

In recent years, supply chain disruptions and production issues negatively impacted our ability to sell our most popular SPOT and Commercial IoT products.

The future impact of global shortages of materials from the electronics industry is unknown and may adversely impact our business, financial condition and results of operations.

Industry shortages may result in delayed shipments of such materials, or increased prices (including due to tariffs), or both.

Disruptions in the global supply chain and unfavorable changes in trade policies (including increased tariffs) have limited, and may in the future limit, our ability to procure component parts timely and at reasonable prices.

Supply chain disruptions, increased costs and production issues have negatively impacted, and may in the future negatively impact, our ability to sell our most popular SPOT and Commercial IoT products.

The future impact of global shortages or increased costs of materials from the electronics industry is unknown and may adversely impact our business, financial condition and results of operations.

We are materially reliant on a limited number of key suppliers.

We depend on a limited number of suppliers and vendors to construct and launch our satellites and provide us, directly or through other suppliers, with equipment, component parts and other materials required to operate our business and services relating to our operations.

We also rely on software and service vendors or other parties to assist us with operating, maintaining and administering our business.

Our operations could be adversely affected in the future if any of these vendors are unable or unwilling for any reason to continue to deliver their products or services on terms acceptable to us, including due to business interruptions, litigation, financial distress, bankruptcy or changes in their operations or business strategies.

Our operations could be adversely affected in the future if any of these vendors are unable or unwilling for any reason to continue to deliver their products or services on terms acceptable to us, including due to business interruptions, unfavorable tariffs or trade policies, geopolitical tensions or global conflicts, litigation, financial distress, bankruptcy or changes in their operations or business strategies.

Our business is capital intensive.

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Such unfavorable market conditions could have an adverse impact on our ability to fund our operations and capital expenditures in the future.

Any adverse change in the terms of our financing, including increased costs, could have a negative impact on our

financial condition.

Any adverse change in the terms of our financing, including increased costs, could have a negative impact on our financial condition.

If we do not develop, acquire, maintain and protect proprietary information and intellectual property rights, it could limit the growth of our business and reduce our market share.

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We face special risks by doing business in international markets and developing markets, including currency and expropriation risks, which could increase our costs or reduce our revenues in these areas.

Although our most economically important geographic markets currently are the United States and Canada, we have substantial markets for our MSS in, and our business plan includes, developing countries or regions that are underserved by existing telecommunications systems, such as rural Brazil and Africa.

Developing countries are more likely than industrialized countries to experience market, currency and interest rate fluctuations and high inflation.

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Approximately 13% and 15% of our total revenue was derived from customers primarily located in Canada, Europe, Central America, and South America during 2025 and 2024, respectively.

Our results of operations for 2024 and 2023 included net losses of $16.6 million and net gains of $4.9 million, respectively, on foreign currency transactions.

Our results of operations for 2025 and 2024 included net gains of $15.7 million and net losses of $16.6 million, respectively, on foreign currency transactions.

We may be unable to offset unfavorable currency movements as they adversely affect our revenue and expenses.

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Our financing arrangements may adversely affect our cash flow and our ability to operate our business, including our ability to incur additional indebtedness.

On a near-term and longer-term basis, principal liquidity requirements include primarily funding our operating costs, capital expenditures, and financing arrangements, including recoupments under our Funding Agreements, the 2024 Prepayment Agreement and Customer Class B Units as well as dividends on our perpetual preferred stock.

Our principal sources of liquidity include cash on hand ($391.2 million at December 31, 2024), cash flows from operations and proceeds from the 2023 Funding Agreement and the 2024 Prepayment Agreement.

Another source of liquidity may include proceeds from the exercise of warrants issued to the Customer exercisable in accordance with the Updated Services Agreements and to Thermo in accordance with the guaranty agreement.

Our operating expenses for the year ended December 31, 2024 were $251.3 million, which included noncash items such as stock-based compensation of $35.5 million and depreciation, amortization and accretion of $89.0 million.

Certain of our operating expenses are associated with network-related costs that support the Updated Services Agreements and a substantial portion are reimbursed to us.

As of December 31, 2024, the principal balance of our debt obligations was $417.5 million, consisting of $222 million under the Current Debt Repayment, $155.0 million under the 2023 Funding Agreement and $40.9 million under the 2021 Funding Agreement.

We also have $278 million outstanding under the Infrastructure Prepayment.

On a near-term and longer-term basis, principal liquidity requirements include primarily funding our operating costs, capital expenditures, including related to the Extended MSS Network and other growth opportunities, and financing arrangements, including recoupments under the 2021 and 2023 Funding Agreements and 2024 Prepayment Agreement, Customer Class B Units as well as dividends on our Series A Preferred Stock.

Our principal sources of liquidity include cash on hand ($447.5 million at December 31, 2025), cash flows from operations and proceeds from the 2023 Funding Agreement and the Infrastructure Prepayment.

Another source of liquidity may include proceeds from the exercise of warrants issued to the Customer in accordance with the Updated Services Agreements and to Thermo in accordance with the Amended Thermo Guaranty (as defined below).

Our operating expenses for the year ended December 31, 2025 were $265.6 million, which included noncash items such as stock-based compensation of $23.4 million, depreciation, amortization and accretion of $87.4 million and a loss on disposal of assets of $7.2 million.

Certain of our operating expenses are associated with network-related costs that support the Updated

Services Agreements, a substantial portion of which are reimbursed to us.

As of December 31, 2025, the principal balance of our debt obligations was $410.0 million, consisting of $221.6 million under the 2024 Debt Repayment, $182.1 million under the 2023 Funding Agreement and $6.3 million under the 2021 Funding Agreement.

We also have $708.6 million outstanding under the Infrastructure Prepayment and $149.4 million held by the holders of our Series A Preferred Stock.

Refer to Part II, Item 7.

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Additionally, even though our current debt agreements place limits on our ability to incur additional debt, in the future we may incur additional debt which could further exacerbate these risks.

Further, the Globalstar SPE is expected to own the primary assets and licensing associated with the Extended MSS Network and the Customer owns 20% of the outstanding units of the Globalstar SPE.

Further, the Globalstar SPE (as defined herein) owns the primary assets and licensing associated with the Extended MSS Network and the Customer owns 20% of the outstanding units of the Globalstar SPE.

For additional information regarding the Globalstar SPE, the Extended MSS Network and the Updated Services Agreement see Note 2:

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We believe the importance of our satellite network to global communications makes it a potential target to a wide range of threat actors, including potentially nation state actors.

Moreover, the risk of security breaches is likely to continue to increase due to several factors, including (i) the increasing use of machine learning, AI and other sophisticated techniques to initiate cyber and phishing attacks, (ii) the wider accessibility of cyber-attack tools that can circumvent security controls and evade detection, (iii) growing threats from Chinese, Russian and other state actors due to heightened geopolitical tensions and rivalries and (iv) the increase in users on the Globalstar System by virtue of our wholesale capacity services.

It should also be noted that defenses against cyber-attacks currently available to us and other are unlikely to prevent intrusions by a highly-determined, highly-sophisticated threat actor.

Moreover, the risk of security breaches is likely to continue to increase due to several factors, including (i) the increasing use of machine learning, artificial intelligence ("AI") and other sophisticated

techniques to initiate cyber and phishing attacks, (ii) the wider accessibility of cyber-attack tools that can circumvent security controls and evade detection, (iii) growing threats from Chinese, Russian and other state actors due to heightened geopolitical tensions and rivalries and (iv) the increase in users on the Globalstar System by virtue of our wholesale capacity services.

There can be no assurance that defenses against cyber-attacks currently available to us and others will prevent attempted intrusions by highly-determined, highly-sophisticated threat actors.

We may be required to expend significant resources to protect against the threat of security breaches or to alleviate problems, including reputational harm and litigation, caused by any breaches, and we may experience a reduction in revenues, litigation and a diminution of goodwill, caused by a compromise of our systems.

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For all these reasons, we cannot provide assurance that our security measures will be sufficient, or that any future breaches of our systems will not result in a material adverse effect on our business, financial condition, operational results or prospects.

Due to fluctuations in the insurance market, we may be unable to obtain and maintain our insurance coverages, and the insurance we obtain may not cover all risks for which we have exposure.

We may be unable to obtain and maintain our insurance coverages, and the insurance we obtain may not cover all risks for which we have exposure.

As a result, we may incur material uninsured or under-insured losses.

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If any of our products prove to be defective, we may need to recall and redesign them.

In addition, any claim or product recall that results in significant adverse publicity may negatively affect our business,

financial condition or results of operations.

In addition, any claim or product recall that results in significant adverse publicity may negatively affect our business, financial condition or results of operations.

We do not maintain any product recall insurance, so any product recall we are required to initiate could have a significant impact on our financial position, results of operations or cash flows.

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As a result, a failure of one or more of our satellites or the occurrence of equipment failures, collision damage, or other problems that may result during the de-orbiting process could constitute an uninsured loss and could materially harm our financial condition.

For example, during the first quarter of 2025 one of our second-generation satellites experienced a power control anomaly, rendering the satellite inoperable, and we recorded a loss on disposal of assets of $7.0 million on our consolidated statements of operations, which was uninsurable.

Spectrum values historically have been volatile, and may again be volatile in the future, which could cause the value of our business to fluctuate.

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Historically, valuations of spectrum in other frequency bands have been volatile, and we cannot predict the future value that we may be able to realize for our spectrum and other assets.

Recent spectrum transactions, such as by EchoStar, have increased the value of spectrum;

however, such transactions may not result in the same valuation of our spectrum assets.

In addition, to the extent that the FCC makes additional spectrum available or promotes the more flexible use or greater availability (such as through spectrum leasing or new spectrum sales) of existing satellite or terrestrial spectrum allocations, the availability of such additional spectrum could reduce the value that we are able to realize for our spectrum.

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Although we have not been party to any such lawsuits, we may be exposed to such litigation in the future.

Courts or governmental agencies could determine that we do not comply with applicable standards for radio frequency emissions and power or that there is valid scientific evidence that use of our devices poses a health risk.

Courts or governmental agencies could determine that we do not

comply with applicable standards for radio frequency emissions and power or that there is valid scientific evidence that use of our devices poses a health risk.

Any such finding could reduce our revenue and profitability and expose us and other communications service providers or device sellers to litigation, which, even if frivolous or unsuccessful, could be costly to defend.

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Further, certain regulatory authorities may decide to allow additional uses within our ITU-allocation of spectrum that may be incompatible with our continued provision of MSS.

Our system requires licenses or other regulatory authorization in each of the jurisdictions in which we provide service.

We may not be able to obtain or retain all regulatory approvals needed for current and future operations.

Our MSS system requires licenses or other regulatory authorization in each of the jurisdictions in which we provide service.

From time to time, other operators or third parties challenge our right to receive or hold licenses.

For these and other reasons, we may not be able to obtain or retain all regulatory approvals needed for current and future operations.

Failure to obtain the authorizations necessary to use our assigned radio frequency spectrum and to distribute our products in certain countries could have a material adverse effect on our ability to generate revenue and on our overall competitive position.

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Our failure to comply with these evolving regulations could subject us to sanctions that could materially and adversely affect our ability to operate.

In addition, regulatory uncertainty, which is expected to increase after the U.S.

Supreme Court’s 2024 Loper Bright decision, could make it harder for us to conduct long-range strategic planning.

Additionally, we face risks with maintaining our exclusivity within our licensed frequencies, defending against interference into our system caused by competing operators, and meeting evolving requirements for orbital debris mitigation and space sustainability.

Increasing regulation and more burdensome requirements may impact our future business plans.

Our global operations expose us to trade and economic sanctions, other restrictions, liabilities and exposure to penalties imposed by the United States, the European Union and other governments and organizations.

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Departments of Justice, Commerce, State and Treasury and other federal agencies and authorities have a broad range of civil and criminal penalties they may seek to impose against corporations and individuals for violations of economic sanctions laws, export control laws, FCPA and other federal statutes and regulations, including those established by the Office of Foreign Assets Control ("OFAC").

Further, various government agencies require export licenses, which could impact our sales of Commercial IoT, SPOT and Duplex products if not timely obtained and maintained.

Further, various government agencies require export licenses, which could impact our sales of Commercial IoT, SPOT and Duplex products, and the importation of equipment into various countries, if not timely obtained and maintained.

Such governmental agencies may seek to impose modifications to business practices, including cessation of business activities in sanctioned countries or with sanctioned persons or entities and modifications to compliance programs, which may increase compliance costs, and may subject us to fines, penalties and other sanctions.

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Our business plan includes utilizing our licensed MSS spectrum to provide terrestrial wireless services, including mobile broadband applications, around the world.

Our MSS licenses, including our terrestrial authority, are valid through various specified terms, which intend to renew.

Our MSS licenses, including our terrestrial authority, are valid through various specified terms, which we intend to renew.

In addition, we will need to comply with certain conditions in order to provide terrestrial broadband service under our MSS licenses, including obtaining FCC certifications for our equipment that will utilize this spectrum authority in the U.S.

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Other future regulatory decisions could reduce our existing spectrum allocation or impose additional spectrum sharing agreements on us, which could adversely affect our services and operations.

The FCC may permit other MSS operators to operate in our frequency bands in the future despite its prior decisions.

To date, there are no other authorized Code Division Multiple Access ("CDMA")-based MSS operators.

However, the FCC or other regulatory authorities may require us to share spectrum with other systems that are not currently licensed by the United States or any other jurisdiction.

From time to time, other operators have applied to use our licensed spectrum, which if granted could increase competition for terrestrial wireless communication services and decrease the capacity available to us on such spectrum.

The FCC, or other international regulatory authorities, may permit additional operators to provide competing MSS in our frequency bands in the future.

While China's Beidou system is currently the only other operator of which we are aware, other regulatory authorities may require us to share spectrum with other systems that are not currently licensed by the United States or any other jurisdiction.

From time to time, other operators have applied to use our licensed spectrum, which if granted could increase competition for satellite communication services and decrease the capacity available to us on such spectrum.

We registered our second-generation constellation with the ITU through France rather than the United States.

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however, we are able to use the frequencies during the coordination process in accordance with our licenses.

The FCC and other foreign regulatory agencies are permitting expanded unlicensed use of the 5 GHz band including within our C-band forward link (earth station to satellite), which operates at 5091-5250 MHz which may have a significant adverse impact on our ability to provide MSS.

Additionally, the completion of the satellite navigation system in China could cause harmful interference to our existing and future services.

We have acquired the operational rights to the AST-NG-C-3 system filing at the ITU.

This filing will enable us to commercialize our third-generation MSS network (the "C-3 System") to support the Services provided over the Extended MSS Network.

We are actively working with the French government to secure the necessary authorizations to launch and operate the C-3 System.

We are also pursuing market access approvals from multiple countries, including the United States.

In February 2025, we filed a petition with the FCC requesting U.S.

market access for the C-3 System.

The FCC Space Bureau has accepted our petition for filing and published it for public comment.

We cannot guarantee that such efforts will be successful.

The FCC and other foreign regulatory agencies are permitting expanded unlicensed use of the 5 GHz band including within our C-band forward feeder link (earth station to satellite), which operates at 5091-5250 MHz, and expanded licensed and unlicensed use of the 7 GHz band including within our C-band return feeder link (satellite to earth) utilized by our gateway antennas globally.

Such uses may have a significant adverse impact on our ability to provide MSS.

Additionally, we are experiencing harmful interference into our system from a competing Chinese system over certain parts of Asia.

We can provide no assurance regarding our ability to eliminate such interference.

If the FCC, our French regulator, or any other regulator, revokes, modifies or fails to renew or amend our licenses, our ability to operate may be limited.

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We source our products from both domestic and foreign contract manufacturers.

The adoption of regulations related to the importation of products, including quotas, duties, taxes and other charges or restrictions on imported goods, and changes in U.S.

The adoption of regulations related to the importation of products, including quotas, duties, tariffs, taxes and other charges or restrictions on imported goods, and changes in U.S.

customs procedures could result in an increase in the cost of our products.

For example, during 2018, the U.S.

imposed increased tariffs on certain imports from China, which resulted in lower gross margin on certain of our products prior to moving manufacturing to Vietnam.

The incoming administration in the U.S.

has indicated that it favors further tariff increases, which if implemented could further decrease our gross margins on affected imported products.

However, in part in response to current and potential future tariffs and other relevant factors, in 2024 we completed the move of our manufacturing operations from our current manufacturer's facility located in China to their facility located in Vietnam.

For example, throughout 2025 and continuing into 2026, there have been recent and ongoing changes to the tariff policies in the U.S., generally resulting in higher tariffs on products and equipment imported from foreign countries.

Volatility in tariff rates has resulted in, and may continue to result in, lower gross margins on certain of our products manufactured outside of the U.S.

Additionally, delays in goods clearing customs or the disruption of international transportation lines used by us could result in our inability to deliver goods to customers in a timely manner or the loss of sales altogether.

Current or future social and environmental regulations or critical issues, such as those relating to the sourcing of conflict minerals from the Democratic Republic of the Congo or the need to eliminate environmentally sensitive materials from our products, could restrict the supply of components and materials used in the production of our products and increase our costs.

Any delay or interruption to our

manufacturing process or in shipping our products could result in lost revenue, which would adversely affect our business, financial condition or results of operations.

Any delay or interruption to our manufacturing process or in shipping our products could result in lost revenue, which would adversely affect our business, financial condition or results of operations.

Emerging and unsettled data privacy laws expose us to substantial risks.

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We could be forced to incur significant expenses if we were required to modify our products, services or existing security and privacy procedures in order to comply with new or expanded regulations across numerous jurisdictions.

In addition, we could face liability to end users alleging that their personal information is not collected, stored, transmitted, used or disclosed appropriately or in accordance with our privacy policies or applicable laws, including claims and litigation resulting from such allegations.

Any failure on our part to protect information pursuant to applicable regulations could result in a loss of user confidence, reputational and harm and a loss of customers, which could materially impact our results of operations and cash flows.

applicable laws, including claims and litigation resulting from such allegations.

Any failure on our part to protect information pursuant to applicable regulations could result in a loss of user confidence, reputational harm and a loss of customers, which could materially impact our results of operations and cash flows.

Risks Related to Our Common Stock

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The trading price of our common stock is subject to wide fluctuations.

There are a wide variety of factors, many of which are outside of our control, that could affect the trading price of our common stock.

There are a wide variety of factors, some of which may be outside of our control, that could affect the trading price of our common stock, including our operating and financial performance and prospects, our quarterly or annual earnings compared to market expectations, announcements or press coverage concerning our business and other factors described elsewhere in this “Risk Factors” section.

The trading price of our common stock may also decline in reaction to events that affect other companies in our industry even if these events do not directly affect us.

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Holders of our securities could, therefore, experience a decline in the value of their investment as a result of short sales of our common stock.

We cannot predict the ultimate effect that our reverse stock split or transfer of the listing of our common stock to the Nasdaq Stock Market LLC will have on the market price for and the liquidity of shares of our common stock.

As described below in Part II, Item 7.

Management's Discussion and Analysis of Financial Condition and Results of Operations, we completed a reverse stock split of our common stock on February 10, 2025 and transferred the listing of our common stock to Nasdaq, effective as of February 11, 2025.

The price of our common stock has decreased since we completed

the reverse stock split.

We cannot guarantee that the per share market price of our common stock will increase to a price proportionate with the reduction in the number of shares of common stock outstanding before the reverse stock split nor can we predict the effect that the reverse stock split and listing transfer will have on the long-term market price for shares of our common stock.

The impact of similar reverse stock splits for companies in like circumstances has varied, particularly since some investors may view the reverse stock split negatively.

Notwithstanding the effect of the reverse stock split and listing transfer on the market price of our common stock, the performance of our business and financial results, general economic conditions and the market perception of our business, and other adverse factors which may not be in our control could lead to a decrease in the price of our common stock.

Our total market capitalization is currently lower than our total market capitalization before the reverse stock split.

There can be no assurance that the long-term total market capitalization of our common stock following the reverse stock split and listing transfer will become equal to or greater than the total market capitalization before the reverse stock split and listing transfer.

Furthermore, a further decline in the market price of our common stock after the reverse stock split may result in a greater percentage decline than would occur in the absence of a reverse stock split, and the liquidity of our common stock could be adversely affected.

Accordingly, even with an increased market price per share, the total market capitalization of shares of our common stock after the reverse stock split could be lower than the total market capitalization before the reverse stock split and listing transfer.

There can be no assurance that we will continue to satisfy the continued listing standards of the Nasdaq Stock Market LLC following the reverse stock split and listing transfer.

The continued listing of our common stock on the Nasdaq Stock Market LLC is conditioned upon compliance with various continued listing standards.

There can be no assurance that we will continue to satisfy the requirements for maintaining the listing of our common stock on the Nasdaq Stock Market LLC.

If we are unsuccessful in maintaining compliance with the continued listing requirements of the Nasdaq Stock Market LLC, then our common stock could be delisted.

If Nasdaq delists our common stock from trading on its exchange for failure to meet the continued listing standards, and we cannot obtain listing on another major market or exchange, our stockholders could face significant material adverse consequences, including but not limited to:

• a limited availability of market quotations for our securities;

• reduced liquidity for our securities;

• a determination that our common stock is a “penny stock” which will require brokers trading in such securities to adhere to more stringent rules and possibly result in a reduced level of trading activity in the secondary trading market for our securities;

• a limited amount of news and analyst coverage;

• a decreased ability to issue additional securities or obtain additional financing in the future.

Refer to Part II, Item 7.

Management's Discussion and Analysis of Financial Condition and Results of Operations below for further discussion of the reverse stock split and listing transfer.

The future issuance of additional shares of our common stock could cause dilution of ownership interests and adversely affect our stock price.

We may issue our previously authorized and unissued securities, resulting in the dilution of the ownership interests of our current stockholders (common stock amounts reflected in this risk factor have been adjusted for our recently completed 1-for-15 reverse stock split).

We may issue our previously authorized and unissued securities, resulting in the dilution of the ownership interests of our current stockholders.

We are authorized to issue 143.3 million shares of common stock and 100 million shares of preferred stock, of which 0.3 million shares are designated as Series A Preferred Stock.

As of December 31, 2025, approximately 128 million shares of common stock were issued and outstanding and 0.1 million shares of Series A Preferred Stock were issued and outstanding.

As of December 31, 2024, there were 9.6 million shares of common available for issuance, of which approximately 0.3 million shares were contingently issuable upon the exercise of outstanding stock options and vesting of outstanding restricted stock awards and units, 3.0 million shares were contingently issuable upon the achievement and vesting of stock price targets for outstanding performance-based restricted stock units, 0.1 million shares were contingently issuable upon the achievement and vesting of performance-based restricted stock units, 0.3 million shares are issuable to Thermo if they exercise their purchase right under the warrant issued to them as consideration for their guarantee under the 2023 Funding Agreement and 3.3 million shares may be issued if the warrant issued to the Customer are exercised in accordance with the Updated Services Agreements.

The right to acquire an additional 0.3 million shares under the warrant may vest if and when Thermo advances aggregate funds of $25.0 million or more to us or a permitted third party pursuant to the terms of Thermo's guarantee.

As of December 31, 2025, there were 15.3 million shares of common stock available for issuance, of which 6.3 million shares were contingently issuable.

These shares include approximately:

(i) 0.4 million shares that are contingently issuable upon the exercise of outstanding stock options and vesting of outstanding restricted stock awards and units, (ii) 1.9 million shares that are contingently issuable upon the achievement of stock price targets and vesting of outstanding performance-based restricted stock units, (iii) 0.1 million shares that are contingently issuable upon the achievement of performance targets and vesting of performance-based restricted stock units, (iv) 0.3 million shares that are issuable to Thermo if they exercise their purchase right under the warrant issued to them as consideration for their guarantee under the 2023 Funding Agreement, (v) 3.3 million shares may be issued if the warrants issued to the Customer are exercised in accordance with the Updated Services Agreements and (vi) the right to acquire an additional 0.3 million shares under the warrant that may vest if and when Thermo advances aggregate funds of $25.0 million or more to us or a permitted third party pursuant to the terms of the Amended Thermo Guaranty.

In the event Thermo is required to advance funds pursuant to its guarantee with us, we will also be required to issue it shares in respect of such advance.

In addition, we may issue additional shares of our common stock or other securities that are convertible into, or exercisable for, common stock for raising capital or other business purposes.

As of December 31, 2024,

there were 99.9 million shares of preferred stock available for issuance.

Future sales of substantial amounts of common stock, or the perception that such sales could occur, may have a material adverse effect on the price of our common stock.

As of December 31, 2025, there were 99.9 million shares of preferred stock available for issuance.

Future sales of

substantial amounts of common stock, or the perception that such sales could occur, may have a material adverse effect on the price of our common stock.

We have issued and may issue shares of preferred stock or debt securities with greater rights than our common stock.

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Thermo may take actions it believes will benefit its equity investment in us or in connection with its guarantees of our obligations even though such actions might not be in your best interests as a holder of our common stock.

Provisions in our charter documents, debt agreements and Delaware corporate law may discourage takeovers, which could affect the rights of holders of our common stock.

Provisions of Delaware law and our amended and restated certificate of incorporation, amended and restated bylaws and our debt agreements could hamper a third party's acquisition of us or discourage a third party from attempting to acquire control of us.

Provisions in our charter documents, financing arrangements, customer contracts and Delaware corporate law may discourage takeovers, which could affect the rights of holders of our common stock.

Provisions of Delaware law and our amended and restated certificate of incorporation, amended and restated bylaws, certain customer contracts and our debt agreements could hamper a third party's acquisition of us or discourage a third party from attempting to acquire control of us.

These provisions include:

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• the requirement, at such time when Thermo does not own a majority of our outstanding capital stock entitled to vote in the election of directors, that our stockholders must obtain a super-majority vote to amend or repeal our amended and restated certificate of incorporation or bylaws;

• change of control provisions under our financing arrangements, which provide that a change of control will constitute a default and exercise remedies thereunder;

• change of control provisions under our financing arrangements, which provide that a change of control will constitute a default and exercise remedies thereunder, and certain notice and consent requirements in the event of an assignment or change of control under certain of our customer contracts;

• change of control provisions in our 2006 Equity Incentive Plan, which provide that a change of control may accelerate the vesting of all outstanding stock options, stock appreciation rights and restricted stock.

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Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 1A. Risk Factors