What changed in this filing

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Item 1A. Risk Factors

2026-02-12 compared with 2025-02-13 · 136 added, 165 removed, 338 unchanged (47% of the section changed)

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Our satellites may experience operational problems, which could affect our ability to provide an acceptable level of service to our customers.

From time to time, we experience temporary intermittent losses of signal cutting off calls in progress, preventing completions of calls when made, or disrupting the transmission of data.

From time to time, we experience temporary intermittent losses of signal cutting off calls in progress, preventing the completion of calls when made, or disrupting the transmission of data.

If the magnitude or frequency of such problems increases and we are no longer able to provide a commercially acceptable level of service, our business and financial results and our reputation would be hurt, and our ability to pursue our business plan would be compromised.

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We have in the past and may in the future experience in-orbit malfunctions of our satellites, which could adversely affect the reliability of their service or result in total failure of the satellite.

In-orbit failure of a satellite or temporary outage of a service or a satellite may result from various causes, including component failure, loss of power or fuel, inability to control positioning of the satellite, solar or other astronomical events, including solar radiation and flares, and space debris.

In-orbit failure of a satellite or temporary outage of a service or a satellite may result from various causes, including component failure, software issues, loss of power or fuel, inability to control positioning of the satellite, solar or other astronomical events, including solar radiation and flares, and space debris.

Other factors that could affect the useful lives of our satellites include the quality of construction, gradual degradation of solar panels and the durability of components.

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As a result, a failure of one or more of our satellites, the occurrence of equipment failures and other related problems would constitute an uninsured loss.

Although we do not incur any direct cash costs related to the failure of a single satellite, if a satellite fails, we record an impairment charge in our statement of operations to reduce the remaining net book value of that satellite to zero, and any such impairment charges could depress our net income for the period in which the failure occurs.

Further, a large number of such failures could shorten the expected life of our constellation, which would increase our depreciation expense, or require us to replace our constellation sooner than currently planned, either of which would increase our projected capital expenditures.

If operations at our commercial gateways or operations center were to be disrupted, we may experience interruptions in our ability to provide service to our customers.

Our commercial satellite network traffic is supported by a gateway in Tempe, Arizona, or, for traffic within Russian boundaries only, a gateway in Izhevsk, Russia.

We operate our satellite constellation from our satellite network operations center in

Leesburg, Virginia.

If we are unable to use our primary commercial gateway in Tempe, it could take us from one to eight hours to switch operations to our backup facility for most services, and potentially longer for some services.

Although we do not incur any direct cash costs related to the failure of a single satellite, if a satellite fails, we record an impairment charge in our statement of operations to reduce the remaining net book value of that satellite to zero, and any such impairment charges could reduce our net income for the period in which the failure occurs.

Further, a large number of such failures could shorten the expected life of our constellation, which would increase our depreciation expense, or require us to replace our constellation sooner than currently planned, which would increase our projected capital expenditures.

If our ground operations were to be disrupted, we may experience interruptions in our ability to provide service to our customers.

Our commercial satellite network traffic is grounded at our satellite teleport network facilities and supported by a gateway in Tempe, Arizona, or, for traffic within Russian boundaries only, a gateway in Izhevsk, Russia.

We operate our satellite constellation from our satellite network operations center in Leesburg, Virginia.

Our ground operations may be disrupted as a result of, among other things, natural disasters, extreme weather, power outages, equipment failures, software issues, cyber or physical attack or sabotage, delays in deliveries, or regulatory issues, any of which could cause service shutdowns or periods of reduced service.

Any such disruption would impede our ability to provide service to our customers.

While we have business continuity and disaster recovery contingency plans designed to maintain operations in the event of disruptions, they may not be successful in practice nor contemplate all possible disruptions.

If we were unable to use our primary commercial gateway in Tempe, we expect it could take us up to several hours to switch operations to our backup facility for most services, and potentially longer for some services.

During this time, our customers would be unable to use those services, and we could suffer a loss of revenue and harm to our reputation.

When operating on our backup facility, any further failure could leave us unable to offer services for an extended period.

Our gateways and operations center may also experience service shutdowns or periods of reduced service in the future as a result of equipment failures, delays in deliveries, or regulatory issues.

Any such failure would impede our ability to provide service to our customers.

Our customized hardware and software may be difficult and expensive to service, upgrade or replace.

Some of the hardware and software we use in operating our gateways is significantly customized and tailored to meet our requirements and specifications and could be difficult and expensive to service, upgrade or replace.

Although we maintain inventories of some spare parts, it nonetheless may be difficult, expensive or impossible to obtain replacement parts for the hardware due to a limited number of those parts being manufactured to our requirements and specifications.

In addition, our business plan contemplates updating or replacing some of the hardware and software in our network as technology advances, but the complexity of our requirements and specifications may present us with technical and operational challenges that complicate or otherwise make it expensive or infeasible to carry out such upgrades and replacements.

Some of the hardware and software we use in operating our gateways is significantly customized and tailored to meet our requirements and specifications and can be difficult and expensive to service, upgrade or replace.

Furthermore, for certain equipment, the OEM no longer supports the equipment, increasing the risk of service disruption in the event of any equipment failure.

In addition, we expect to update or replace some of the hardware and software in our network as technology advances, but the complexity of our requirements and specifications may present us with technical and operational challenges that complicate or otherwise make it expensive or infeasible to carry out such upgrades and replacements.

If we are not able to suitably service, upgrade or replace our equipment, our ability to provide our services and therefore to generate revenue could be harmed.

Rapid and significant technological changes in the satellite communications industry may impair our competitive position and require us to make significant additional capital expenditures.

The satellite communications industry is subject to rapid advances and innovations in technology.

Ongoing and significant technological changes in the satellite communications industry may impair our competitive position and require us to make significant additional capital expenditures.

The satellite communications industry is subject to ongoing technological advancement and innovation.

We face competition from companies using new technologies and new satellite systems, including a significant number of new entrants who are developing or have announced a wide array of technologies, some of which compete directly with one or more of our existing or planned products and services.

New technology could render our system obsolete or less competitive by satisfying customer demand in more attractive ways or through the introduction of incompatible standards.

Particular technological developments that could adversely affect us include the deployment by our competitors of new satellites with greater power, flexibility, efficiency or capabilities than ours, as well as continuing improvements in terrestrial wireless technologies.

For us to keep up with technological changes and remain competitive, we have made and may continue to make significant research and development and capital expenditures, including capital to design and launch new products and services over the short to medium term, and, over the longer term, the acquisition of additional spectrum, satellites, launch vehicles and other network resources to support continued growth.

New technology, despite lengthy cycles, can fundamentally alter the competitive landscape and could render our system obsolete or less competitive by satisfying customer demand in more attractive ways or through the introduction of incompatible standards.

Particular technological developments that could adversely affect us include the deployment by our competitors of new satellites and satellite constellations with greater power, flexibility, efficiency or capabilities than ours, as well as continuing improvements in terrestrial wireless technologies.

Artificial intelligence technologies have rapidly developed in recent years, and our business may be adversely affected if we are unable to successfully integrate the technology into our business processes, products and service offerings as effectively as our competitors.

For us to keep up with technological changes and remain competitive, we have made and expect to continue to make significant research and development and capital expenditures, including capital to design and launch new products and services over the short to medium term, and, over the longer term, the potential acquisition of additional spectrum, new satellites, launch vehicles and other network resources to support continued growth.

Customer acceptance of the products and services that we offer will continually be affected by technology-based differences in our product and service offerings compared to those of our competitors.

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Any failure on our part to implement new technology within our system may compromise our ability to compete.

Our networks and those of our third-party service providers may be vulnerable to cybersecurity risks.

Cyberattacks and other security threats and disruptions could have a material adverse effect on our business.

We expect the secure transmission of confidential information over public networks to continue to be a critical element of our ability to compete for business, manage our risks, and protect our customers and our reputation.

Our network and those of our third-party service providers and our customers may be vulnerable to unauthorized access, computer attacks, viruses and other security problems.

Persons who circumvent security measures could wrongfully access and obtain or use information on our network or cause service interruptions, delays or malfunctions in our devices, services or operations, any of which could harm our reputation, cause demand for our products and services to fall, and compromise our ability to pursue our business plans.

Recently, there have been reported several significant, widespread security attacks and breaches that have compromised network integrity for many companies and governmental agencies, in some cases reportedly originating from outside the United States.

In addition, there are reportedly private products available in the market today that may attempt to unlawfully intercept communications made using our network.

We may be required to expend significant resources to respond to, contain, remediate, and protect against these attacks and threats, including compliance with applicable data breach and security laws and regulations, and to alleviate problems, including reputational harm and litigation, caused by these security incidents.

We and our distributors, partners, vendors and customers face numerous and evolving cybersecurity threats to the confidentiality, integrity and availability of our respective information technology systems, including threats from computer hackers and sophisticated nation-state or nation-state supported actors, as well as incidents attributable to employee error or wrongful conduct, malfeasance, the exploitation of misconfigurations, “bugs” and other vulnerabilities in hardware or software, or other disruptions caused by sophisticated social engineering and malware exploits (e.g., ransomware).

Unauthorized access or use of

information on our network, or the networks of our distributors, partners, vendors and customers, could result in material service interruptions, delays or malfunctions in our devices, services or operations, any of which could materially harm our reputation, cause demand for our products and services to fall, and compromise our ability to pursue our business plans.

In addition, there are reportedly private products available today that may attempt to unlawfully intercept communications made using our network.

Protecting against and responding to cybersecurity threats and attacks requires significant resources and compliance with applicable data breach and government contracting laws and regulations.

Cyberattacks may also cause reputational harm and result in costly litigation.

In addition, in the event of such a security incident, our customer contracts may not adequately protect us against liability to third parties with whom our customers conduct business.

Although we have implemented and intend to continue to implement security measures, these measures may prove to be inadequate.

These security incidents could have a significant effect on our systems, devices and services, including system failures and delays that could limit network availability, which could harm our business and our reputation and result in substantial liability.

Threats to our physical sites or damage to physical infrastructure we rely on could also impact our operations.

A successful security incident affecting us, our systems, devices or services could have a material adverse effect on our operations or financial results or reputation and result in substantial liability.

Our satellites may collide with space debris or another spacecraft, which could adversely affect the performance of our constellation.

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• our ability to maintain our relationship with U.S.

government customers, particularly the DoD;

government customers, particularly the DoW;

• the ability of our distributors to market and distribute our products, services and applications effectively and their continued development of innovative and improved solutions and applications for our products and services;

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Our agreements with U.S.

government customers, particularly the DoD, which represent a significant portion of our revenue, are subject to termination and renewal.

government, through a dedicated gateway owned and operated by the DoD, has been and continues to be, directly and indirectly, our largest customer, representing 27% and 25% of our revenue for the years ended December 31, 2024 and 2023, respectively.

government customers, particularly the DoW, which represent a significant portion of our revenue, are subject to termination and renewal.

government, through a dedicated gateway owned and operated by the DoW, has been and continues to be, directly and indirectly, our largest customer, representing 29% and 28% of our revenue for the years ended December 31, 2025 and 2024, respectively.

We provide the majority of our services to the U.S.

government pursuant to our EMSS, SDA, and ECS3 contracts.

We entered into these contracts in September 2019, May 2022, and March 2024, respectively.

The EMSS contract continues through September 2026;

the SDA contract had a base term until January 2025, and we are currently in the first of up to five one-year options exercisable at the election of the U.S.

government pursuant to our EMSS, SDA, ECS3 and SITH contracts.

We entered into these contracts in September 2019, May 2022, March 2024 and August 2025, respectively.

The EMSS contract continues through September 2026 with one six-month extension option exercisable at the election of the U.S.

The SDA contract had a base term until January 2025, which was subsequently extended through September 2029, and we are currently in the second year of the first two-year extension period relating to operations and maintenance (O&M) services, with up to three remaining one-year options for O&M services exercisable at the election of the U.S.

government to extend the term.

and the ECS3 contract has a base term

that runs through March 2025, with four one-year extension options exercisable at the election of the U.S.

The ECS3 contract had a base term through March 2025, and we are currently in the first one-year extension period, with up to three remaining one-year options exercisable at the election of the U.S.

government to extend the term .

government may terminate these agreements, in whole or in part, at any time for its convenience.

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government policies, budget and appropriation decisions and processes.

government budget and policy decisions, including with respect to defense spending, are based on changing government priorities and objectives, which are driven by numerous factors, including administration changes, geopolitical events and macroeconomic conditions, and are beyond our control.

government budget and policy decisions, including with respect to defense spending, are based on government priorities and objectives, which are subject to change and are driven by numerous factors, including administration changes, geopolitical events and macroeconomic conditions, and are beyond our control.

government terminates any or all of these agreements, we would lose a significant portion of our revenue.

Further, operational control of some of our contracts has been moved from the Defense Information Systems Agency to the U.S.

In connection with this operational shift, changes in internal pricing and cost recovery have resulted in reduced subscribers under the EMSS contract.

Lower subscriber use may negatively affect our ability to negotiate a renewal of the EMSS contract on favorable terms in 2026, which could reduce our revenue from that contract.

In addition to budget policy uncertainty, potential government shutdowns, the use of continuing resolutions and federal debt ceiling debates could also adversely affect funding for our U.S.

government contracts or entering into new contracts, including renewals.

The current political climate, including potential shifts in agency leadership, changes to procurement priorities and policy realignments, may also result in a delay or suspension of funding for our U.S.

government contracts and delay of new contract awards, which could disrupt our cash flows.

The EMSS contract represents more than 10% of our revenue and is critical to our U.S.

government business.

While we expect to renew the contract upon its expiration, there are significant risks and we may be unsuccessful in renewing on as favorable terms or at all, either of which could adversely affect our results of operations and future business with the U.S.

If we fail to comply with the terms of our U.S.

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government is entitled to examine our cost records with respect to such contracts and to seek a downward adjustment to the price of the contract if it determines that we failed to furnish complete, accurate and current cost or pricing data in connection with the negotiation of the price of the contract.

We may also be subject to government audits and to review and approval of our policies, procedures and internal controls for compliance with procurement regulations and other applicable laws.

If we do not comply with the terms of a contract or with regulations or statutes, we could be subject to downward contract price adjustments or refund obligations or could be assessed civil and criminal penalties or be debarred or suspended from obtaining future contracts for a specified period.

Any such suspension or debarment or other sanction could have an adverse effect on our business.

As a government contractor, we are also subject to government audits and to review and approval of our policies, procedures and internal controls for compliance with procurement regulations and other applicable laws.

If we are found to be non-compliant with the terms of a contract, or an applicable regulation, statute or executive order, we could be subject to downward contract price adjustments or refund obligations, assessed civil and criminal penalties, or debarred or suspended from obtaining future contracts for a specified period, among other potential negative consequences.

A significant portion of our revenue is directly or indirectly derived from government contracts and thus any such adjustment, penalty, debarment or other sanction could have an adverse effect on our business.

In addition, if we are unable to comply with security clearance requirements, we may be unable to perform these contracts or compete for other projects of this nature, which could adversely affect our revenue.

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If additional funding is not available, Aireon may default on its credit facility, which could result in the loss or reduction in value of our investment in Aireon, or be forced out of business, in which case we would not receive any further hosting, data or power fees, or the expected $120.0 million redemption payment, and we would lose the fair value of our retained investment in Aireon Holdings.

Our ability to protect our proprietary technology is subject to limitations.

Our success depends in part on the competitive advantage derived from the technologies we use in our products and services and our proprietary rights therein.

We generally rely on a combination of patents, copyright and trade secret laws, and contractual terms and conditions to protect our technology and proprietary rights.

We also enter into confidentiality agreements with our employees, consultants, contractors and customers, and control access to and distribution of our proprietary information.

Despite our efforts, third parties may attempt to copy or obtain and use our technology and proprietary information without authorization.

If such attempts are successful, third parties, including competitors, could use the technology we have developed to enhance their own products and services, which could materially harm our business.

Preventing the unauthorized use of our technology may require us to commence litigation to protect our proprietary rights.

If we are unsuccessful in any such litigation, our rights to enforce such proprietary rights may be impaired going forward.

We do not know whether the steps we have taken will be successful in preventing unauthorized use of our technology, including in foreign countries where the laws may not protect our proprietary rights as extensively as in the United States.

We depend on intellectual property licensed from third parties to operate our constellation and sell our devices and for the enhancement of our existing devices and services.

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If any third-party owner of such intellectual property or technology were to terminate any license agreement with us or cease to support and service such intellectual property or technology or perform development on our behalf, or if we are unable to renew such licenses on commercially reasonable terms or at all, it may be difficult, more expensive or impossible to obtain such intellectual property, technology, or services from alternative vendors.

Any substitute intellectual property or technology may

also be costly to develop and integrate, or could have lower quality or performance standards, which would adversely affect the quality of our devices and services.

Any substitute intellectual property or technology may also be costly to develop and integrate, or could have lower quality or performance standards, which would adversely affect the quality of our devices and services.

In connection with the development of new devices and services, we may be required to obtain additional intellectual property rights from third parties.

We can offer no assurance that we will be able to obtain such intellectual property rights on commercially reasonable terms or at all.

If we are unable to obtain such intellectual property rights on commercially reasonable terms, we may not be able to develop some new devices and services.

If we are unable to obtain such intellectual property rights on commercially reasonable terms, we may not be able to develop certain new devices and services.

Our failure to effectively manage the expansion of our portfolio of products and services could impede our ability to execute our business plan, and we may experience increased costs or disruption in our operations.

In order to achieve the substantial future revenue growth we have projected, we must develop and market new products and services.

To achieve future revenue growth, we must develop and market new products and services.

We currently face a variety of challenges, including maintaining the infrastructure and systems necessary for us to manage the growth of our business.

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We compete primarily on the basis of coverage, quality, portability, and pricing of services and products.

The provision of satellite-based services and products is subject to downward price pressure when capacity exceeds demand or as a result of aggressive discounting by some operators under financial pressure to expand their respective market share.

In addition, we may face competition from new competitors, new technologies or new equipment, including new and proposed LEO constellations.

For example, we may face competition for our services in the United States from service providers with ancillary terrestrial component, or ATC, authorities who are designing a satellite operating business and a terrestrial component around their spectrum holdings, or from service providers developing satellite direct to terrestrial phone capabilities.

In addition, some of our competitors have announced plans for the launch of additional satellites.

As a result of competition, we may not be able to successfully retain our existing customers and attract new customers.

Our competitors may have more extensive capital resources, or more specialized engineering, technical, marketing and servicing capabilities than we do in certain areas.

Current and new competitors may develop new technologies, or new equipment, including new and proposed LEO constellations and satellite direct-to-device (D2D) services, that could successfully compete with our offerings.

For example, in September 2025, SpaceX signed an agreement to acquire certain rights and licenses to an aggregate of 50MHz of S-band spectrum, and announced plans to develop a global satellite D2D service using the acquired spectrum.

Although development of such a D2D service using the acquired spectrum faces regulatory, technical and business hurdles, if successfully deployed, it could significantly increase competition to portions of our business.

In addition, we may face competition for our services in the United States from service providers with ancillary terrestrial component (ATC) authorities who are designing a satellite operating business and a terrestrial component around their spectrum holdings.

Competition may adversely affect our results of operations and long-term prospects, including negatively affecting subscribers, product and service revenue, operating margin and potentially resulting in increased operating and capital expenditures, impairments and changes in capital allocation decisions.

In addition to our satellite-based competitors, terrestrial voice and data service providers, both wireline and wireless, could further expand into rural and remote areas and provide the same general types of services and products that we provide through our satellite-based system.

Although satellite communications services and terrestrial communications services are not perfect substitutes, the two compete in some markets and for some services.

Although satellite communications services and terrestrial communications services are not entirely interchangeable, the two compete in some markets and for some services.

Consumers generally perceive terrestrial wireless voice communication products and services as cheaper and more convenient than those that are satellite-based.

Many of our terrestrial competitors have greater resources, wider name recognition and newer technologies than we do.

In addition, industry consolidation could hurt us by increasing the scale or scope of our competitors, thereby making it more difficult for us to compete.

In addition, industry consolidation could negatively affect our competitive position us by increasing the scale or scope of our competitors, thereby making it more difficult for us to compete in various market segments.

We depend on third parties to market and sell our products and services, and their inability to do so effectively could impair our revenue and our reputation.

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In addition, our distributors may not comply with the laws and regulatory requirements in their local jurisdictions, which could limit their ability to market or sell our products and services.

If our distributors develop

faulty or poorly performing products using our technology or services, we may be subject to claims, and our reputation could be harmed.

If our distributors develop faulty or poorly performing products using our technology or services, we may be subject to claims, and our reputation could be harmed.

If current or future distributors do not perform adequately, or if we are unable to locate competent distributors in particular countries and secure their services on favorable terms, we may be unable to increase or maintain our revenue in these markets or enter new markets, we may not realize our expected growth, and our brand image and reputation could be hurt.

For example, in 2023, we announced an arrangement with Qualcomm Technologies, Inc., or Qualcomm, to include our services on a processor for use in smartphones and act as our VAM and service provider with smartphone manufacturers.

Although Qualcomm successfully developed and demonstrated the service, they were unable to market the processor successfully to smartphone manufacturers.

As a result, Qualcomm elected to terminate our arrangement with them.

This arrangement included large penalties had we marketed a similar technology with another partner;

as a result, we experienced a substantial delay in our ability to develop similar services with other third parties.

The distribution of the Iridium NTN Direct service we are developing is expected to rely heavily on global MNOs and roaming agreements.

If we are unsuccessful in successfully partnering with MNOs, our Iridium NTN Direct service may be adversely affected.

In addition, we may lose distributors due to competition, industry consolidation, regulatory developments, business developments affecting our distributors or their customers, or for other reasons.

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Our two largest commercial distributors, Marlink Group and Garmin, together represented approximately 10% of our revenue for the year ended December 31, 2025, and our ten largest distributors represented, in the aggregate, 28% of our revenue for the year ended December 31, 2025.

The loss or consolidation of any of these distributors, or a decrease in the level of effort expended by any of them to promote our products and services, could reduce the distribution of our products and services as well as the development of new products and applications, which would negatively affect our revenue.

Our business was negatively affected by the COVID-19 pandemic, actions taken to mitigate the pandemic, and the economic disruptions that resulted.

A resurgence or similar pandemic in the future could harm our business.

The COVID-19 pandemic, the steps taken to respond, and the resulting substantial domestic and global economic disruption led to reduced sales and limited our distributors’ ability to install or service our products.

The aviation industry was particularly hard hit, which had an adverse effect on our primary hosted payload customer, Aireon, in which we have also made substantial investments.

The pandemic also negatively affected the payment of accounts receivable and collections.

For example, one of our distributors sought protection in bankruptcy, reducing the amount we received from them for past services.

Finally, factors related to the pandemic, including changing work environments, concerns over safety, reluctance to obtain vaccines, and changing economic conditions, caused an increase in employee resignations across many industries and companies, including ours.

Any resurgence of the COVID-19 pandemic, or another future pandemic, that causes similar disruption could further adversely affect our business, results of operations and financial condition.

The loss or consolidation of any of these distributors, or a decrease in the level of effort expended by any

of them to promote our products and services, could reduce the distribution of our products and services as well as the development of new products and applications, which would negatively affect our revenue.

We rely on a limited number of key vendors for supply of equipment, components and services and the loss of any such supplier, shortages experienced by such suppliers, or changes in trade policy such as tariffs, could cause us to incur additional costs and delays in the production and delivery of our products, which could reduce the sales of those products and use of the related services.

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We also utilize sole source suppliers for some of the component parts of our devices.

If any of our suppliers were to terminate its relationship with us, we may not be able to find a replacement supplier in a timely manner, at an acceptable price or at all.

Further, our manufacturers and suppliers may cease production of our components or products or become capacity-constrained, or could face financial difficulties as a result of a surge in demand, a natural disaster or other event.

For example, several of our suppliers experienced production delays as a result of the global silicon chip shortage.

As a result, we experienced delays in fulfilling some product orders.

These delays increased our costs and reduced our sales of those products and use of the related services.

Any future delay in production or delivery of our products or components by our suppliers could similarly adversely affect our business.

Changes to trade policy by the U.S.

or foreign governments, including tariff and customs regulations, could increase our costs, cause delays or cause us to evaluate alternative sourcing, all of which could adversely impact our operations.

If any of our suppliers terminate their relationship with us, we may not be able to find a replacement supplier in a timely manner, at an acceptable price or at all.

Further, our manufacturers and suppliers may cease production of our components or products or become capacity-constrained, or could face financial difficulties, which could adversely impact our ability to fulfill customer orders, increase our costs and reduce revenues.

trade policy changes in 2025 increased our costs and caused us to evaluate alternative sourcing arrangements.

Future changes to trade policy by the U.S.

or foreign governments, including tariff and customs regulations, could increase our costs, cause delays or cause us to further evaluate alternative sourcing, all of which could adversely impact our operations.

Even if we are able to replace or supplement sole source or other component suppliers, there could be a substantial period of time in which our products would not be available;

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Our Russian operations have been and may continue to be affected by Russia’s invasion of Ukraine and related sanctions imposed in response, and we may in the future choose or be required to further limit or shut down those operations entirely.

We provide satellite communications services in Russia through two local subsidiaries employing 36 people and authorized Russian service providers, using a dedicated gateway in Russia.

As a result of Russia’s invasion of Ukraine in February 2022, we ceased shipments of equipment to Russia and made other adjustments to our operations in light of U.S.

We provide satellite communications services in Russia through two local subsidiaries employing approximately 40 people and authorized Russian service providers, using a dedicated gateway in Russia.

As a result of Russia’s invasion of Ukraine in February 2022, we adjusted our operations to comply with U.S.

and international sanctions.

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dollars in our financial results.

The value of the ruble has fluctuated substantially since the invasion, which may affect our reported revenues.

The value of the ruble has been volatile since the invasion, which may affect our reported revenues.

As a result of these factors, we expect revenue from our operations in Russia to be variable and difficult to predict.

In addition, we may in the future choose or be required to further limit or cease operations in Russia entirely, in which case we will no longer receive any revenue from those operations.

We could also incur significant expenses as a result of the process of shutting down operations in Russia.

In addition, we may in the future choose or be required to further limit or cease operations in Russia entirely, in which case we would no longer receive any revenue from these operations, and could incur significant expenses as a result of the process of shutting down operations in Russia.

Our Russian operations also pose a reputational risk if certain government or commercial customers object to our current business in Russia.

Conducting and expanding our operations outside the United States creates numerous risks, which may harm our operations and compromise our ability to expand our international operations.

We have significant operations outside the United States.

We estimate that commercial data traffic originating outside the United States accounted for 94% and 96% of total commercial data traffic for the years ended December 31, 2024 and 2023, respectively, while commercial voice traffic originating outside the United States accounted for 91% of total commercial voice traffic for each of the years ended December 31, 2024 and 2023.

We estimate that commercial data traffic originating outside the United States accounted for 96% and 94% of total commercial data traffic for the years ended December 31, 2025 and 2024, respectively, while commercial voice traffic originating outside the United States accounted for 92% and 91% of total commercial voice traffic for the years ended December 31, 2025 and 2024, respectively.

We cannot provide the precise geographical distribution of revenue from end users because we do not contract directly with them.

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• instability of international economies and governments;

• effects of a global pandemic, such as COVID-19, including on international economies, supply chains and travel;

• effects of a global pandemic, including on international economies, supply chains and travel;

• changes in laws and policies affecting trade and investment in other jurisdictions, including tariffs;

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Government organizations, foreign military and intelligence agencies, natural disaster aid associations, and event-driven response agencies use our commercial voice and data satellite communications services.

Accordingly, we may experience reductions in usage due to changing global circumstances.

Accordingly, we may experience fluctuations in usage due to changing global circumstances, including, for example a reduction in commercial voice and data subscribers in 2025 that we believe was caused, in part, by reductions in U.S.

government funding.

The prices for our products and services are typically denominated in U.S.

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These risks may include adverse legal, organizational and financial consequences, loss of key customers and distributors, and diversion of management’s time.

In April 2024, we completed the acquisition of Satelles, Inc., adding a new line of business, which we refer to as our positioning, navigation and timing, or PNT, business.

This was our first acquisition of another company.

We may not be successful in growing the PNT business as we have projected, which could harm our financial condition and results of operations.

To the extent we pursue additional strategic transactions, we also may not be successful in integrating the acquired business or otherwise deriving the expected benefit from the transaction.

In addition, any major business combination or similar strategic transaction may require significant additional financing, and our ability to obtain such financing may be restricted by the credit agreement governing our currently outstanding term loan with various lenders administered by Deutsche Bank AG, or the Term Loan .

Further, depending on market conditions, investor perceptions of our company and other factors, we might not be able to obtain financing on acceptable terms, in acceptable amounts, or at appropriate times to implement any such transaction.

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Spectrum values historically have been volatile, which could cause the value of our business to fluctuate.

Our business plan is evolving, and it may in the future include forming strategic partnerships to maximize value for our spectrum, network assets and combined service offerings in the United States and internationally.

Our business plan is evolving, and it may in the future include forming strategic partnerships to maximize the value of our spectrum, network assets and combined service offerings in the United States and internationally.

Values that we may be able to realize from such partnerships will depend in part on the value placed on our spectrum authorizations.

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Our operations and performance depend significantly on worldwide economic conditions.

Uncertainty about global economic conditions poses a risk as individual consumers, businesses and governments may postpone spending in response to tighter credit, negative financial news, declines in income or asset values, or budgetary constraints.

Uncertainty about global economic conditions poses a risk as individual consumers, businesses and governments may postpone spending in response to tighter

credit, negative financial news, declines in income or asset values, or budgetary constraints.

Reduced demand would cause a decline in our revenue and make it more difficult for us to operate profitably, potentially compromising our ability to pursue our business plan.

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Our ability to operate our company effectively could be impaired if we lose members of our senior management team or key technical personnel.

We depend on the continued service of key managerial and technical personnel and personnel with security clearances, as well as our ability to continue to attract and retain highly qualified personnel.

We depend on the continued service and institutional knowledge of key managerial and technical personnel and personnel with security clearances, as well as our ability to continue to attract and retain highly qualified personnel.

We compete for such personnel with other companies, government entities, academic institutions and other organizations.

The unexpected loss or interruption of the services of such

personnel could compromise our ability to effectively manage our operations, execute our business plan and meet our strategic objectives.

Risks related to our capital structure

The unexpected loss or interruption of the services of such personnel could compromise our ability to effectively manage our operations, execute our business plan and meet our strategic objectives.

Risks related to our capital structure and ownership of our common stock

We have a considerable amount of debt, which may limit our ability to fulfill our obligations and/or to obtain additional financing.

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Quantitative and Qualitative Disclosures About Market Risk” in this report for more information about our hedging activities).

Furthermore, our current fixed rate cap ends in November 2026, and we may not be able to maintain the same interest rate cap level, which could result in a significant increase in our interest payments.

Furthermore, our current fixed rate cap ends in November 2026, and we do not expect to be able to maintain the same interest rate cap level, which could result in a significant increase in our interest payments.

• Our leverage level could make it more difficult for us to satisfy our obligations to our lenders, resulting in possible defaults on and acceleration of such indebtedness.

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Further, despite our substantial levels of indebtedness, we and our subsidiaries have the ability to incur substantially more indebtedness, which could further intensify the risks described above.

If we do not generate sufficient cash flows, we may be unable to repay our Term Loan when it matures.

Our Term Loan and the credit agreement governing our Term Loan may limit our financial and operating flexibility.

We will need to repay our Term Loan in full at maturity in September 2030.

If our cash flows and capital resources are insufficient to repay the Term Loan when it matures, we may have to undertake alternative financing plans, such as refinancing or restructuring our debt, selling assets or operations, reducing or delaying capital investments, or seeking to raise additional capital.

We may not be able to refinance our debt, or any refinancing of our debt could be at higher interest rates and may require us to comply with more restrictive covenants that could further restrict our business operations.

Our ability to implement successfully any such alternative financing plans will depend on a range of factors, including our financial condition, general economic conditions and the level of activity in capital markets generally.

Failure to repay or refinance the Term Loan at or prior to maturity would result in an event of default under the Term Loan.

The credit agreement governing our Term Loan contains cross-default or cross-acceleration provisions that may cause all of the debt issued under that instrument to become immediately due and payable because of a default under an unrelated debt instrument.

Our failure to comply with the obligations contained in the credit agreement governing our Term Loan or other future instruments of indebtedness could result in an event of default under the applicable instrument, which could result in the related debt and the debt issued under other instruments (together with accrued and unpaid interest and other fees) becoming immediately due and payable.

In such event, we would need to raise funds from alternative sources, which funds may not be available to us on favorable terms, on a timely basis, or at all.

Alternatively, such a default could require us to sell our assets and otherwise curtail our operations in order to pay our creditors.

These alternative measures could have a material adverse effect on our business, financial position, results of operations and/or cash flows, which could cause us to become bankrupt or insolvent or otherwise impair our ability to make payments in respect of our indebtedness.

If we default under the Term Loan, the lenders may require immediate repayment in full of amounts borrowed or foreclose on our assets.

The credit agreement governing our Term Loan contains events of default, including cross-default with other indebtedness, bankruptcy, and a change in control (as defined in the credit agreement).

If we experience an event of default, the lenders may require repayment in full of all principal and interest outstanding under the Term Loan.

If we fail to repay such amounts, the lenders may foreclose on the assets we have pledged under the Term Loan, which includes substantially all of the assets of our domestic subsidiaries, including our principal operating subsidiary, Iridium Satellite LLC.

Certain provisions in the credit agreement governing our Term Loan limit our financial and operating flexibility.

The credit agreement governing our Term Loan contains covenants that place restrictions on, among other things, our ability to:

• incur liens,

• engage in mergers or asset sales,

• pay dividends,

• repay subordinated indebtedness,

• incur indebtedness,

• make investments and loans, and

• engage in other specified transactions.

These restrictions are typically structured with dollar limits based on a percentage of our trailing twelve month earnings before interest, taxes, depreciation and amortization and vary depending on our leverage level (in each case as calculated under the credit agreement).

Complying with these restrictions may make it more difficult for us to successfully execute our business plan and compete against companies who are not subject to such restrictions.

If our cash flows are insufficient to repay the loan at maturity, we may have to undertake alternative financing plans, such as refinancing at potentially higher interest rates with more restrictive covenants, selling assets, or raising additional capital.

However, market conditions or our financial position may prevent us from successfully pursuing these alternatives.

Failure to repay the loan at or prior to maturity would result in an event of default.

The credit agreement governing our Term Loan also contains cross-default provisions, meaning a default under another debt instrument could trigger immediate acceleration of all amounts due under the Term Loan.

Events of default include cross-defaults, bankruptcy, and change in control events.

Upon default, lenders may demand immediate repayment of all principal

and interest and foreclose on pledged assets of our domestic subsidiaries, including our principal operating subsidiary, Iridium Satellite LLC.

Additionally, the credit agreement governing the Term Loan contains restrictive covenants that limit our financial and operating flexibility, including restrictions on incurring liens and indebtedness, engaging in mergers or asset sales, paying dividends, making investments and loans, and engaging in other specified transactions.

These restrictions, typically structured with dollar limits based on our trailing twelve-month EBITDA and leverage ratios, may impair our ability to execute our business plan and compete effectively.

Our Board of Directors may reduce, suspend or terminate our planned dividends.

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Our ability to access capital markets is important to our ability to operate our business.

Increased scrutiny of the satellite industry and the impact of regulation, as well as changes in our financial performance and unfavorable conditions in the capital markets could result in credit agencies reexamining our credit ratings.

A downgrade in our credit ratings could restrict or discontinue our ability to access capital markets at attractive rates and increase our borrowing costs.

Furthermore, any rating assigned could be lowered or withdrawn entirely by a rating agency if, in that rating agency’s judgment, future circumstances relating to the basis of the rating, such as adverse changes, so warrant.

Any future lowering of our ratings likely would make it more difficult or more expensive for us to obtain additional debt financing.

The market price of our common stock may be volatile.

The trading price of our common stock may be subject to substantial fluctuations.

Increased scrutiny of the satellite industry and the impact of regulation, as well as changes in the competitive landscape, our financial performance and unfavorable market conditions could result in credit agencies reexamining our credit ratings.

A downgrade in our credit ratings or withdrawal of ratings by credit agencies could restrict our access to capital markets, increase borrowing costs and make obtaining additional financing more difficult or expensive, which would limit our financial flexibility and ability to operate our business effectively.

The market price of our common stock may be volatile and the value of our common stock may decline.

The trading price of our common stock has recently been subject to substantial fluctuations in response to various factors and may continue to be volatile.

Factors affecting the trading price of our common stock may include:

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• changes in financial estimates by industry analysts, or our failure to meet or exceed any such estimates, or changes in the recommendations of any industry analysts that elect to follow our common stock or the common stock of our competitors;

• impairment of intangible assets;

• impairment of assets;

• actual or anticipated changes in economic, political or market conditions, such as recessions or international currency fluctuations;

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• announcements by our competitors regarding significant new products or services or significant acquisitions, strategic partnerships, divestitures, joint ventures or other strategic initiatives.

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

If our stock, the market for other stocks in our industry, or the stock market in general experiences a loss of investor confidence, the trading price of our common stock could decline for reasons unrelated to our business, financial condition or results of operations.

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

If our stock, the market for other stocks in our industry, or the stock market in general experiences a loss of investor confidence, the trading price and the value of an investment in our common stock could decline for reasons unrelated or disproportionate to the operating performance of our business.

Risks related to legal and regulatory matters

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Our ownership and operation of a satellite communications system and the sale of products that operate on that system are subject to significant regulation in the United States, including by the FCC, the U.S.

Department of Commerce and others, and in foreign jurisdictions by similar local authorities.

Department of Commerce and others, and in international jurisdictions by similar local authorities.

The rules and regulations of these U.S.

and foreign authorities may change, and such authorities may adopt regulations that limit or restrict our current or future operations or expand those of our competitors, including our orbital debris mitigation obligations.

and international authorities may change, and such authorities may adopt regulations that limit or restrict our current or future operations or expand those of our competitors, including our orbital debris mitigation obligations.

Such authorities may also make changes in the licenses of our competitors that affect our spectrum.

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In particular, the FCC granted a waiver in 2020 to Ligado Networks to operate a terrestrial nationwide network in the United States on MSS spectrum that includes a 10 MHz band close to the spectrum that we use for all of our services.

Ligado’s implementation of ATC or direct-to-device services, whether on its own or by leasing its spectrum to a third party, may affect the performance of our system for customers of our existing and future services.

Ligado’s implementation of ATC or D2D services, whether on its own or by leasing its spectrum to a third party, may affect the performance of our system for customers of our existing and future services.

We, along with a variety of other private parties and the National Telecommunications and Information Administration on behalf of federal government users, filed petitions for reconsideration opposing this waiver out of concern for the interference that we believe Ligado’s proposed operations would cause.

While the FCC’s decision to approve Ligado Network’s waiver included conditions designed to protect satellite services that use L-band

spectrum from harmful interference, these conditions may prove inadequate, resulting in harmful interference with our satellites and devices.

While the FCC’s decision to approve Ligado Network’s waiver included conditions designed to protect satellite services that use L-band spectrum from harmful interference, these conditions may prove inadequate, resulting in harmful interference with our satellites and devices.

These petitions remain pending.

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In January 2025, Ligado and its affiliates filed a petition for voluntary reorganization under Chapter 11 of the United States Bankruptcy Code.

As part of its reorganization, it intends to execute an agreement to lease and potentially transfer its satellites, ground assets and L-band spectrum to AST SpaceMobile, Inc (retaining Ligado’s ability to deploy ATC subject to resolution of its litigation with the U.S.

The outcomes of the litigation and the bankruptcy may impact the outcome of the pending petitions for reconsideration before the FCC and the ability of Ligado or a lessee to implement ATC or direct-to-device services that may affect the performance of our network.

As part of its reorganization, it executed an agreement to lease and potentially transfer its satellites, ground assets and L-band spectrum to AST SpaceMobile, Inc (retaining Ligado’s ability to deploy ATC subject to resolution of its litigation with the U.S.

The outcomes of the litigation and the bankruptcy may impact the outcome of the pending petitions for reconsideration before the FCC and the ability of Ligado or a lessee to implement ATC or D2D services that may affect the performance of our network.

If other countries permit similar terrestrial use of L-band spectrum in the 1.6 GHz band, the performance of our system may be subject to interference there as well.

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If the FCC revokes, modifies or fails to renew the FCC licenses we hold, or fails to grant a new license or modification, or if we fail to satisfy any of the conditions of our respective FCC licenses, we may not be able to continue to provide mobile satellite communications services.

As we and our distributors expand our offerings to include more consumer-oriented devices, we are more likely to be subject to product liability claims, recalls or litigation, which could adversely affect our business and financial performance.

Through our distributors, we offer several services and devices aimed at individual consumers, and we and our distributors continue to introduce additional services and devices for use with our services.

For example, we are working to enable satellite messaging and emergency services directly in smartphones and other devices using our services, which may dramatically increase the number of devices that use our services.

These services and devices aimed at individual consumers, such as location-based services, emergency services, satellite handsets, smartphones, and personal locator devices, may contain design and manufacturing defects.

As we and our distributors expand our offerings, including more consumer-oriented devices, we are more likely to be subject to product liability claims, recalls or litigation, which could adversely affect our business and financial performance.

We are working to enable satellite messaging and emergency services directly in smartphones and other devices using our services, which may dramatically increase the number of devices that use our services.

Our services and devices using our services, such as location-based services, emergency services, satellite handsets, smartphones, and personal locator devices, may contain design and manufacturing defects.

Defects may also occur in components and devices that we purchase from third parties or that our distributors offer.

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For example, numerous U.S.

states have adopted consumer privacy laws that give residents expanded rights to

access and delete their personal information, opt out of certain personal information sharing, and receive detailed information about how their personal information is used by requiring companies to provide new disclosures to consumers and provide such consumers new ways to opt out of certain sales of personal information.

In the EU, the European Commission enacted the General Data Protection Regulation, or GDPR, which since 2018 has imposed more stringent EU data protection requirements and provided for greater penalties for noncompliance.

states have adopted consumer privacy laws that give residents expanded rights to access and delete their personal information, opt out of certain personal information sharing, and receive detailed information about how their personal information is used by requiring companies to provide new disclosures to consumers and provide such consumers new ways to opt out of certain sales of personal information.

In the EU, the European Commission enacted the General Data Protection Regulation (GDPR), which since 2018 has imposed more stringent EU data protection requirements and provided for greater penalties for noncompliance.

In addition, the interpretation of privacy and data protection laws and regulations regarding the collection, storage, transmission, use and disclosure of such information in some jurisdictions remains unclear.

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Further, our services are accessible in many foreign jurisdictions, and some of these jurisdictions may claim that we are required to comply with their laws, even where we have no operating entity, employees or infrastructure located in that jurisdiction.

We could face direct expenses related to a variety of enforcement actions, government investigations, or litigation, and an interruption to our business and adverse publicity because of such enforcement actions, government investigations, or litigation.

We could face direct expenses related to a variety of enforcement actions, government investigations, or litigation, and an interruption to our business and adverse publicity because of such

enforcement actions, government investigations, or litigation.

Such enforcement actions, government investigations, or litigation could also cause us to incur significant expenses if we were required to modify our products, our services, our infrastructure, or our existing security and privacy procedures in order to comply with new or expanded privacy and security regulations.

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Treasury Department’s Office of Foreign Assets Control relating to transactions involving entities sanctioned by the United States, and (iii) the U.S.

State Department’s Office of Defense Trade Controls relating to satellite launch and to our support of Space Development Agency operations outside the United States.

State Department’s Directorate of Defense Trade Controls relating to satellite launch and to our support of Space Development Agency operations outside the United States.

We are also required to provide U.S.

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Wireless devices’ radio frequency emissions are the subject of regulation and litigation concerning their environmental effects, which includes alleged health and safety risks.

As a result, we may be subject to new regulations, demand for our services may decrease, and we could face liability based on alleged health risks.

There has been adverse publicity concerning alleged health risks associated with radio frequency transmissions from portable hand-held telephones that have transmitting antennas.

Lawsuits have been filed against participants in the wireless industry alleging a number of adverse health consequences, including cancer, as a result of wireless phone usage.

As a result, we may be subject to new regulations and we could face liability based on alleged health risks.

There has been adverse publicity concerning alleged health risks associated with radio frequency transmissions from wireless devices and lawsuits have been filed alleging adverse health consequences, such as cancer, as a result of wireless phone usage.

Other claims allege consumer harm from failures to disclose information about radio frequency emissions or aspects of the regulatory regimes governing those emissions.

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

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

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

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.

If consumers’ health concerns over radio frequency emissions increase, they may be discouraged from using wireless handsets or other wireless consumer devices.

Further, government authorities might increase regulation of wireless handsets and other wireless consumer devices as a result of these health concerns.

Any actual or perceived risk from radio frequency emissions could reduce the number of our subscribers and demand for our products and services.

Future lawsuits or regulatory changes due to actual or perceived risk from radio frequency emissions remain possible and could reduce the number of our subscribers and demand for our products and services.

Our ability to use our net operating loss carryforwards to offset future taxable income may be subject to certain limitations.

Our ability to utilize U.S.

net operating loss carryforwards and other tax attributes may be limited if we experience an “ownership change” under Section 382 of the Internal Revenue Code of 1986, as amended, or the Code, which generally occurs if one or more stockholders or groups of stockholders who own at least 5% of our common stock increase their ownership in the aggregate by more than 50% over their lowest ownership percentage within a rolling period that begins on the later of three years prior to the testing date and the date of the last ownership change.

net operating loss carryforwards and other tax attributes may be limited if we experience an “ownership change” under Section 382 of the Internal Revenue Code of 1986, as amended (Code), which generally occurs if one or more stockholders or groups of stockholders who own at least 5% of our common stock increase their ownership in the aggregate by more than 50% over their lowest ownership percentage within a rolling period that begins on the later of three years prior to the testing date and the date of the last ownership change.

Similar rules may apply under state tax laws.

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Any adverse outcome of such a review or audit could have a negative effect on our operating results and financial condition.

In addition, the determination of our provision for income taxes and other tax liabilities requires significant judgment, including transactions and calculations where the ultimate tax determination is uncertain.

In addition, the determination of our provision for income taxes and other tax

liabilities requires significant judgment, including transactions and calculations where the ultimate tax determination is uncertain.

Although we believe our estimates are reasonable, the ultimate tax outcome may differ from the amounts recorded in our consolidated financial statements and may materially affect our financial results in the period or periods for which such determination is made.

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and international business activities, certain of these enacted and proposed changes to the taxation of our activities could increase our worldwide effective tax rate, which in turn could harm our financial position and results of operations.

If we fail to maintain proper and effective internal controls, our ability to produce accurate financial statements on a timely basis could be impaired.

We are subject to the reporting requirements of the Securities Exchange Act of 1934, the Sarbanes-Oxley Act of 2002, the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, and the rules and regulations of the SEC and The Nasdaq Global Select Market.

The Sarbanes-Oxley Act requires, among other things, that we maintain effective disclosure controls and procedures and internal controls over financial reporting.

We perform system and process evaluation and testing of our internal controls over financial reporting to allow management to report on the effectiveness of our internal controls over financial reporting in our Annual Reports on Form 10-K, as required by Section 404 of the Sarbanes-Oxley Act.

If we are not able to comply with the requirements of Section 404 of the Sarbanes-Oxley Act in a timely manner, or if we are unable to maintain proper and effective internal controls, we may not be able to produce timely and accurate financial statements, and we may conclude that our internal controls over financial reporting are not effective.

If that were to happen, the market price of our stock could decline, and we could be subject to sanctions or investigations by the Nasdaq Global Select Market, the SEC or other regulatory authorities.

Maintaining effective internal controls over financial reporting is necessary for us to produce reliable financial statements.

If we fail to maintain such controls, it could result in a material misstatement of our financial statements that would not be prevented or detected on a timely basis, which could cause investors and other users to lose confidence in our financial statements.

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