What changed in this filing

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Item 9A. Controls and Procedures

2026-03-10 compared with 2025-03-10 · 335 added, 235 removed, 1011 unchanged (36% of the section changed)

1 unchanged sentence

Evaluation of Disclosure Controls and Procedures

We maintain disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended, or the Exchange Act, which are designed to ensure that information required to be disclosed in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission's rules and forms and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.

We maintain disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act, which are designed to ensure that information required to be disclosed in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission's rules and forms and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.

Under the supervision and with the participation of our Chief Executive Officer and Chief Financial Officer, our management has evaluated the effectiveness of our disclosure controls and procedures as of December 31, 2025, the end of the period covered by this annual report.

5 unchanged sentences

Under the supervision and with the participation of our Chief Executive Officer and Chief Financial Officer, our management has assessed the effectiveness of our internal control over financial reporting as of December 31, 2025 and concluded that it was effective.

On October 8, 2025, we purchased the maritime satellite service business of a satellite services provider operating in the Asia-Pacific region.

The new acquisition's total assets and revenues constituted approximately 3% and 2%, respectively, of the Company's consolidated total assets and revenues as shown on our consolidated financial statements as of and for the year ended December 31, 2025.

In accordance with guidance issued by the staff of the Securities and Exchange Commission, we have excluded this business from our evaluation of internal control over financial reporting as of December 31, 2025.

Our independent registered public accounting firm, Grant Thornton LLP, has issued a report regarding the effectiveness of our internal control over financial reporting as of December 31, 2025, and that report is included in Item 9A in this annual report.

5 unchanged sentences

Moreover, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions and the risk that the degree of compliance with policies or procedures may deteriorate over time.

Because of these limitations, there can be no assurance that any system of disclosure controls and procedures or internal control over financial reporting will be successful in preventing all errors or fraud or in making all material information known in a timely manner to the appropriate levels of management.

Because of these

limitations, there can be no assurance that any system of disclosure controls and procedures or internal control over financial reporting will be successful in preventing all errors or fraud or in making all material information known in a timely manner to the appropriate levels of management.

Report of Independent Registered Public Accounting Firm

7 unchanged sentences

Basis for opinion

The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Report on Internal Control over Financial Reporting.

T he Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Report on Internal Control over Financial Reporting (“Management’s Report”).

Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit.

5 unchanged sentences

We believe that our audit provides a reasonable basis for our opinion.

Our audit of, and opinion on, the Company’s internal control over financial reporting does not include the internal control over financial reporting of the maritime satellite service business acquired by the Company in October 2025, whose financial statements reflect total assets and revenues constituting 3% and 2%, respectively, of the related consolidated financial statement amounts as of and for the year ended December 31, 2025.

As indicated in Management’s Report, the maritime satellite service business was acquired from a satellite services provider operating in the Asia-Pacific region.

Management’s assertion on the effectiveness of the Company’s internal control over financial reporting excluded internal control over financial reporting of the maritime satellite service business.

Definition and limitations of internal control over financial reporting

1 unchanged sentence

A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company;

(2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company;

and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

18 unchanged sentences

Investor Relations.

Our Board of Directors has also adopted a Securities Trading Policy, a copy of which has been filed with the SEC and is incorporated by reference as an exhibit to this annual report.

This policy governs the purchase, sale, and/or other disposition of certain securities by our directors, officers and employees and certain other persons in a manner that we believe is reasonably designed to promote compliance with insider trading laws, rules and regulations and applicable listing requirements of the Nasdaq Stock Market.

Executive Compensation

44 unchanged sentences

Executive Employment Agreement dated as of May 2, 2022 between KVH Industries, Inc.

Kuebel 10-Q August 9, 2022 10.2

Executive Employment Agreement dated as of May 2, 2022 between KVH Industries, Inc.

and Felise B.

Feingold 10-Q August 9, 2022 10.3

Executive Employment Agreement dated as of May 9, 2022 between KVH Industries, Inc.

and Robert J.

Balog 10-Q August 9, 2022 10.4

Cooperation Agreement, dated as of February 3, 2023, by and among KVH Industries, Inc., Black Diamond Capital Management, L.L.C., Stephen H.

2 unchanged sentences

Purchase and Sale Agreement dated December 5, 2024 between KVH Industries, Inc.

and Knight Capital LLC regarding 75 Enterprise Center X

Securities Trading Policy X

and Knight Capital LLC regarding 75 Enterprise Center 10-K March 10, 2025 10.14

Securities Trading Policy 10-K March 10, 2025 19.1

List of Subsidiaries X

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KAGAN Director March 10, 2026

/S/ CHARLES R.

TRIMBLE Director March 7, 2025

/S/ JOSEPH A.

SPYTEK Director March 10, 2026

Report of Independent Registered Public Accounting Firm

7 unchanged sentences

Basis for opinion

T hese financial statements are the responsibility of the Company’s management.

These financial statements are the responsibility of the Company’s management.

Our responsibility is to express an opinion on the Company’s financial statements based on our audits.

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(1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments.

We determined that there are no critical audit matters.

We have determined that there are no critical audit matters.

/s/ GRANT THORNTON LLP

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Cash and cash equivalents $ 69,910 $ 50,572

Marketable securities — 58,477

Accounts receivable, net of allowance for credit losses of $ 712 and $ 1,006 as of December 31, 2025 & December 31, 2024, respectively

6 unchanged sentences

Intangible assets, net 3,717 828

Goodwill 732 —

Right of use assets 4,382 1,361

28 unchanged sentences

144,817 150,715

treasury stock at cost, common stock, 1,456,109 shares as of December 31, 2024 and December 31, 2023, respectively

treasury stock at cost, common stock, 1,782,819 and 1,456,109 shares as of December 31, 2025 and December 31, 2024, respectively

( 13,833 ) ( 12,090 )

16 unchanged sentences

General and administrative 15,288 16,513

Goodwill impairment charge — 5,333

Long-lived assets impairment charge — 1,137

3 unchanged sentences

Interest expense — 2

Other expense, net ( 1,781 ) ( 1,404 )

Loss before income tax expense ( 10,627 ) ( 15,104 )

Income tax expense 421 318

Other income (expense), net 1,089 ( 1,781 )

Loss before income tax (benefit) expense ( 7,514 ) ( 10,627 )

Income tax (benefit) expense ( 131 ) 421

Net loss $ ( 7,383 ) $ ( 11,048 )

12 unchanged sentences

Net loss $ ( 7,383 ) $ ( 11,048 )

Other comprehensive income (loss), net of tax:

Unrealized gain on available-for-sale securities — 12

Other comprehensive (loss) income, net of tax:

Foreign currency translation adjustment ( 129 ) 153

Other comprehensive income (loss), net of tax (1)

Other comprehensive (loss) income, net of tax (1)

Total comprehensive loss $ ( 7,512 ) $ ( 10,895 )

6 unchanged sentences

Common Stock Additional

Capital Retained Earnings (Accumulated Deficit) Accumulated

Capital Accumulated Deficit Accumulated

Comprehensive

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Net loss — — — ( 11,048 ) — — — ( 11,048 )

Other comprehensive loss — — — — ( 75 ) — — ( 75 )

Other comprehensive income — — — — 153 — — 153

Stock-based compensation — — 2,027 — — — — 2,027

Issuance of common stock under employee stock purchase plan 27 — 109 — — — — 109

Acquisition of treasury stock — — — — — ( 23 ) ( 239 ) ( 239 )

Exercise of stock options and issuance of restricted stock awards, net of forfeitures 147 1 11 — — — — 12

2 unchanged sentences

Net loss — — — ( 7,383 ) — — — ( 7,383 )

Other comprehensive income — — — — 153 — — 153

Other comprehensive loss — — — — ( 129 ) — — ( 129 )

Stock-based compensation — — 1,567 — — — — 1,567

Issuance of common stock under employee stock purchase plan 4 — 17 — — — — 17

Acquisition of treasury stock — — — — — ( 327 ) ( 1,743 ) ( 1,743 )

Exercise of stock options and issuance of restricted stock awards, net of forfeitures 50 1 29 — — — — 30

8 unchanged sentences

Net loss $ ( 7,383 ) $ ( 11,048 )

Adjustments to reconcile net loss to net cash (used in) provided by operating activities:

Adjustments to reconcile net loss to net cash provided by (used in) operating activities:

Provision for credit losses ( 45 ) 217

3 unchanged sentences

Deferred income taxes

Loss on disposals of fixed assets 1,220 2,476

Compensation expense related to stock-based awards and employee stock purchase plan

Unrealized currency translation loss (gain) 188 ( 179 )

(Gain) loss on disposals of fixed assets ( 381 ) 1,220

Stock-based compensation 1,567 2,027

Unrealized currency translation (gain) loss ( 101 ) 188

Gain on sale of fixed assets located at 50 Enterprise Center Middletown, Rhode Island ( 1,319 ) —

Loss on sale of fixed assets located at 75 Enterprise Center Middletown, Rhode Island 300 —

Changes in operating assets and liabilities:

1 unchanged sentence

( 4,280 ) 3,812

8,709 ( 3,908 )

Prepaid expenses and other current assets 8,082 ( 11,661 )

1 unchanged sentence

Accounts payable

( 446 ) ( 15,648 )

Deferred revenue 42 ( 728 )

Accrued compensation, product warranty and other 453 ( 7,724 )

Net cash (used in) provided by operating activities $ ( 13,170 ) $ 2,530

Net cash provided by (used in) operating activities $ 17,108 $ ( 13,170 )

Cash flows from investing activities:

1 unchanged sentence

Cash paid for acquisition of intangible assets ( 34 ) ( 74 )

Cash paid for business combination ( 3,775 ) —

Proceeds from the sale of fixed assets 2,288 1,403

Proceeds from the sale of fixed assets located at 50 Enterprise Center Middletown, Rhode Island 4,926 —

Proceeds from the sale of fixed assets located at 75 Enterprise Center Middletown, Rhode Island 7,838 —

Purchases of marketable securities — ( 1,990 )

Maturities and sales of marketable securities — 60,467

Net cash provided by (used in) investing activities $ 52,389 $ ( 14,714 )

Net cash provided by investing activities $ 3,888 $ 52,389

Cash flows from financing activities:

1 unchanged sentence

Repurchase of treasury stock ( 1,743 ) —

Payment of finance lease — ( 22 )

Net cash provided by financing activities $ 110 $ 2,343

Net cash (used in) provided by financing activities $ ( 1,693 ) $ 110

Effect of exchange rate changes on cash and cash equivalents 35 ( 51 )

Net increase (decrease) in cash and cash equivalents 39,278 ( 9,762 )

Net increase in cash and cash equivalents 19,338 39,278

Cash and cash equivalents at beginning of period 50,572 11,294

1 unchanged sentence

Supplemental disclosure of cash flow information:

Cash paid for income taxes, net of refunds $ 173 $ 22

Settlement of certain receivables for a business combination

Changes in accrued other and accounts payable related to property and equipment additions $ 35 $ 5

8 unchanged sentences

(a) Description of Business

KVH designs, develops, manufactures and markets mobile connectivity services and products for the marine and land markets.

KVH develops, markets, and supports mobile connectivity and managed services and products for the marine and land markets.

KVH’s service sales primarily represent revenue earned from satellite Internet airtime services.

KVH provides, for monthly fixed and per-usage fees, satellite connectivity encompassing broadband Internet and VoIP services, to its TracNet H-series and TracPhone V-HTS series customers via KVH’s global high-throughput satellite (HTS) network.

Revenue from our cellular airtime service supplements KVH’s satellite-only airtime revenue following the July 2022 launch of the KVH ONE hybrid network and TracNet H-series terminals.

This service and product combination integrates global satellite service with KVH-provided cellular service in more than 150 countries, along with shore-based Wi-Fi access.

In March 2023, KVH began selling Starlink terminals and in September 2023 became a Starlink authorized hardware and airtime reseller.

The May 2023 introduction of the KVH ONE OpenNet Program expanded access to KVH’s global HTS network and airtime services to non-KVH terminals for the first time.

In March 2023, KVH began selling terminals for the Starlink Low Earth Orbit (LEO) service and in September 2023 became a Starlink authorized hardware and airtime reseller.

In October 2024, KVH expanded its portfolio to include Starlink Local Priority data plans, which is suitable for fixed and mobile uses on land and inland waterways, including lakes and rivers.

KVH further expanded its LEO service and hardware portfolio in January 2025 with the launch of the Eutelsat OneWeb service for maritime applications.

In addition, KVH provides, for monthly fixed and per-usage fees, satellite connectivity encompassing broadband Internet and Voice over Internet Protocol (VoIP) services, to its TracNet® H-series and TracPhone® V-HTS series customers via KVH’s global high-throughput satellite (HTS) network.

Following the July 2022 launch of the KVH ONE® hybrid network and TracNet H-series terminals and the subsequent introduction of the TracNet Coastal cellular/Wi-Fi terminal, KVH began to supplement its satellite-only airtime revenue with revenue from its cellular airtime service.

KVH provides this combination of services and products in more than 130 countries.

The May 2023 introduction of the KVH ONE OpenNet Program expanded access to KVH’s global HTS network and airtime services to non-KVH terminals.

AgilePlans, KVH’s connectivity as a service offering, is a monthly subscription model that provides global connectivity to commercial maritime customers.

The subscription can include KVH VSAT terminals and data service, Starlink terminals and data service, KVH’s CommBox™ Edge Communications Gateway and associated service licensing, VoIP, daily news, subsidized shipping and installation, and global support for a monthly fee with no minimum contract commitment.

The subscription can include KVH VSAT terminals and data service, Starlink and Eutelsat OneWeb terminals and data service, KVH’s CommBox™ Edge Communications Gateway and associated service licensing, VoIP, daily news, subsidized shipping and installation, and global support for a monthly fee with no minimum contract commitment.

KVH offers AgilePlans subscribers a variety of airtime data plans with varying data speeds and fixed data usage levels with per megabyte overage charges.

These airtime plans are similar to those the Company offers to customers who elect to purchase or lease a TracNet H-series or TracPhone V-HTS series terminal.

These airtime plans are similar to those that the Company offers to customers who elect to purchase or lease a TracNet H-series, TracPhone V-HTS series, Starlink, or Eutelsat OneWeb terminal.

The Company recognizes the monthly AgilePlans subscription fee as service revenue over the service delivery period.

7 unchanged sentences

Service sales also include sales from product repairs and extended warranty sales.

KVH’s satellite-only and hybrid products enable marine customers to receive data, Voice over Internet Protocol (VoIP), and value-added services via satellite, cellular, and shore-based Wi-Fi networks onboard commercial, leisure, and military/government vessels.

KVH’s satellite-only and hybrid products enable marine customers to receive data, VoIP, and value-added services via satellite, cellular, and shore-based Wi-Fi networks onboard commercial and leisure vessels.

In addition, the Company’s in-motion television terminals permit customers to receive live digital television via regional satellite services in marine vessels, recreational vehicles, buses and automobiles.

4 unchanged sentences

Temporary suspensions of the Company’s airtime services typically increase in the fourth and first quarters of each year as boats are placed out of service during the winter months.

Historically, the Company has generated the majority of its marine leisure product revenues during the first and second quarters of each year, and these revenues typically decline in the third and fourth quarters of each year, compared to the first two quarters.

Historically, the Company

KVH INDUSTRIES, INC.

3 unchanged sentences

(in thousands, except per share amounts)

has generated the majority of its marine leisure product revenues during the first and second quarters of each year, and these revenues typically decline in the third and fourth quarters of each year, compared to the first two quarters.

In February 2024, the Company announced a staged wind-down of its product manufacturing operations at its Middletown, Rhode Island location.

The Company expects that it will continue its product manufacturing activities in order to generate a targeted amount of inventory of maritime satellite connectivity and satellite television terminals to meet anticipated demand and that it will cease substantially all manufacturing activity by the end of 2026.

The wind-down has been extended because the reduced workforce has been prioritizing fulfillment of LEO product orders and refurbishing AgilePlan terminals over manufacturing new units.

The Company expects to continue to facilitate customer transition to third-party hardware products compatible with its mobile satellite communications services.

22 unchanged sentences

In the fourth quarter of 2024, the balance of our marketable securities held by Wells Fargo was liquidated and transferred to an interest-bearing account held by Bank of America, N.A.

See Note 2 for a description of marketable securities.

Trade accounts receivable.

3 unchanged sentences

The Company performs ongoing credit evaluations of the financial condition of its customers and generally does not require collateral.

The allowance for credit losses is measured on a collective (pool basis) when similar risks characteristics exist.

The Company has identified the following portfolio segment and measures the allowance for credit losses using the following method.

Trade receivables - The Company measures expected credit losses on trade receivables using a blended approach that includes both an aging‑based analysis and specific reserves for individual customers.

The allowance for credit losses reflects historical payment patterns and past credit loss experience, adjusted for current conditions and forward‑looking expectations regarding customer collectability.

The Company also evaluates specific customers with known financial difficulties and records additional reserves when necessary.

Activity within the Company’s allowance for credit losses for the periods presented is as follows:

Beginning balance $ 1,006 $ 1,168

Additions 217 64

(Reductions) additions ( 45 ) 217

Deductions (write-offs/recoveries) from reserve ( 249 ) ( 379 )

7 unchanged sentences

To achieve this core principle, the Company applies the following five steps:

1) Identify the contract with a customer

A contract with a customer exists when (i) the Company enters into an enforceable contract with a customer that defines each party’s rights regarding the products and services to be transferred and identifies the payment terms related to these products and services, (ii) the contract has commercial substance, and (iii) the Company determines that collection of substantially all consideration for products and services that are transferred is probable based on the customer’s intent and ability to pay the promised consideration.

The Company applies judgment in determining the customer’s ability and intention to pay, which is based on a variety of factors, including the customer’s historical payment pattern or, in the case of a new customer, published credit and financial information pertaining to the customer.

KVH INDUSTRIES, INC.

3 unchanged sentences

(in thousands, except per share amounts)

1) Identify the contract with a customer

2) Identify the performance obligations in the contract

19 unchanged sentences

Revenue related to shipping and handling is recognized when the products are shipped and the associated costs are accrued for based on the Company’s election to account for shipping and handling activities as a fulfillment of the promise to transfer the products and not as a combined promise.

The Company’s standard payment terms for product sales are generally Net 30.

Under certain limited conditions, the Company, at its sole discretion, provides for the return of goods.

No product is accepted for return and no credit is allowed on any returned product unless the Company has granted and confirmed prior written permission by means of appropriate authorization.

The Company establishes reserves for potential sales returns, credits, and allowances, and evaluates, on a monthly basis, the adequacy of those reserves based upon historical experience and expectations for the future.

Deferred revenue consist of advance payments and billings in excess of revenue recognized.

The Company classifies any billings in excess of revenue recognized as deferred revenue as current or non-current based on the timing of when revenue is expected to be recognized.

Revenue recognized during 2024 and 2023 from amounts included in deferred revenue at the beginning of the period was $ 1,527 and $ 1,127 , respectively.

KVH INDUSTRIES, INC.

3 unchanged sentences

(in thousands, except per share amounts)

The Company’s standard payment terms for product sales are generally Net 30.

Under certain limited conditions, the Company, at its sole discretion, provides for the return of goods.

No product is accepted for return and no credit is allowed on any returned product unless the Company has granted and confirmed prior written permission by means of appropriate authorization.

Satellite connectivity and media content service sales

31 unchanged sentences

(in thousands, except per share amounts)

Deferred revenue

Deferred revenue consist of advance payments and billings in excess of revenue recognized.

The Company classifies any billings in excess of revenue recognized as deferred revenue as current or non-current based on the timing of when revenue is expected to be recognized.

Revenue recognized during 2025 and 2024 from amounts included in deferred revenue at the beginning of the period was $ 870 and $ 1,527 , respectively.

Sales-type leases

16 unchanged sentences

See Note 2 for more information on the fair value of the Company’s marketable securities.

The carrying amount of finance leases approximate fair value based on currently available quoted rates of similarly structured debt facilities.

See Note 13 for the Company's finance leases.

(h) Cash, Cash Equivalents, and Marketable Securities

3 unchanged sentences

The Company determined the appropriate classification of marketable securities at each balance sheet date.

As of December 31, 2023, all of the Company’s marketable securities were designated as available-for-sale and were carried at their fair value with unrealized gains and losses included in accumulated other comprehensive loss in the accompanying consolidated balance sheet.

The Company reviewed investments in debt securities for other than temporary impairment whenever the fair value of an investment was less than amortized cost and evidence indicated that an investment’s carrying amount was not recoverable within a reasonable period of time.

To determine whether an impairment was other-than-temporary, the Company considered whether it intended to sell the security, whether it expected to recover the credit loss, and whether it was more likely than not that the Company would be required to sell the security prior to recovery.

Evidence considered in this assessment included the reasons for the impairment, compliance with the Company’s investment policy, the severity and duration of the impairment, changes in value subsequent to year-end and forecasted performance of the investee.

The Company had reviewed its securities with unrealized losses as of December 31, 2023 and had concluded that no other-than-temporary impairments exist.

Evidence considered in this assessment included the

KVH INDUSTRIES, INC.

3 unchanged sentences

(in thousands, except per share amounts)

reasons for the impairment, compliance with the Company’s investment policy, the severity and duration of the impairment, changes in value subsequent to year-end and forecasted performance of the investee.

(i) Inventories

11 unchanged sentences

and motor vehicles, 5 years.

(k) Intangible Assets and other Long-Lived Assets

As of December 31, 2024, the Company's intangible assets are primarily associated with the purchase of distribution rights from Kognitive Networks Inc.

(k) Goodwill, Intangible Assets and other Long-Lived Assets

As of December 31, 2025, the Company's intangible assets arose primarily from the purchase of the maritime satellite service business of a satellite services provider operating in the Asia-Pacific region in October 2025, the purchase of distribution rights from Kognitive Networks Inc.

in October 2023 and the purchase of Virtek Communications (now known as KVH Industries Norway AS) in September 2010.

As of December 31, 2025, the Company's goodwill is associated with the purchase of the maritime satellite service business of a satellite services provider operating in the Asia-Pacific region in October 2025.

Intangible assets with finite lives and other long-lived assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable.

4 unchanged sentences

Accordingly, the Company’s asset groups were determined to be its reporting units (MBB and Media).

During 2024, the Company recorded an impairment charge of $ 1,137 to long-lived assets.

See Note 5 for additional details.

No impairment charges to long-lived assets were recorded in 2025.

(l) Other Non-Current Assets

Other non-current assets are primarily comprised of long-term lease receivables, prepaid expenses, and deposits.

Other non-current assets are primarily comprised of long-term lease receivables.

KVH INDUSTRIES, INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

December 31, 2025 and 2024

(in thousands, except per share amounts)

(m) Product Warranty

11 unchanged sentences

Ending balance $ 644 $ 607

KVH INDUSTRIES, INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

December 31, 2024 and 2023

(in thousands, except per share amounts)

(n) Shipping and Handling Costs

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(q) Foreign Currency Translation and Transaction

The financial statements of the Company’s foreign subsidiaries located in Denmark, Singapore and Cyprus are maintained using the United States dollar as the functional currency.

The financial statements of the Company’s foreign subsidiaries located in Denmark, Singapore, Brazil and Cyprus are maintained using the United States dollar as the functional currency.

Exchange rates in effect on the date of the transaction are used to record monetary assets and liabilities.

1 unchanged sentence

Foreign currency exchange gains and losses are recognized within “other expense, net” in the accompanying consolidated statements of operations.

For the years ended December 31, 2024 and 2023, the Company recorded a total of net foreign currency exchange losses, which are comprised of both realized and unrealized foreign currency exchange losses and gains, in its accompanying consolidated statements of operations $( 493 ) and $( 33 ), respectively.

The financial statements of the Company’s foreign subsidiaries located in the United Kingdom, Brazil, Norway, India and Japan use the foreign subsidiaries’ respective local currencies as the functional currency.

For the years ended December 31, 2025 and 2024, the Company recorded a total of net foreign currency exchange gains and losses, which are comprised of both realized and unrealized foreign currency exchange gains and losses, in its accompanying consolidated statements of operations $ 8 and $( 493 ), respectively.

The financial statements of the Company’s foreign subsidiaries located in the United Kingdom, Norway, India and Japan use the foreign subsidiaries’ respective local currencies as the functional currency.

The Company translates the assets and liabilities of these foreign subsidiaries at the exchange rates in effect at the end of each reporting period.

1 unchanged sentence

Gains and losses from foreign currency translation are credited or charged to accumulated other comprehensive loss included in stockholders' equity in the accompanying consolidated balance sheets.

KVH INDUSTRIES, INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

December 31, 2025 and 2024

(in thousands, except per share amounts)

(r) Income Taxes

11 unchanged sentences

See Note 8 for further discussion of income taxes.

KVH INDUSTRIES, INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

December 31, 2024 and 2023

(in thousands, except per share amounts)

(s) Net Loss per Common Share

11 unchanged sentences

Additionally, it is not always possible for management to make meaningful estimates of the potential loss or range of loss associated with such litigation.

KVH INDUSTRIES, INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

December 31, 2025 and 2024

(in thousands, except per share amounts)

(u) Operating Segments

4 unchanged sentences

Revenues are generated from international locations, primarily consisting of Singapore, Canada, South American countries, European Union countries and other European countries, and countries in Africa, the Middle East and Asia/Pacific, including India (see Note 11, “ Revenue from Contracts with Customers ”).

KVH INDUSTRIES, INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

December 31, 2024 and 2023

(in thousands, except per share amounts)

(v) Recently Issued Accounting Standards

3 unchanged sentences

Standards Implemented

In November 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standard Update (“ASU”) No.

2023-07, Segment Reporting (Topic 280):

Improvements to Reportable Segment Disclosures, which requires a public entity to disclose, on an annual and interim basis, significant segment expenses that are regularly provided to the Chief Operating Decision Maker (“CODM”).

The ASU does not change how a public entity identifies its operating segments, aggregates them, or applies the quantitative thresholds to determine its reportable segments.

The Company adopted ASU No.

2023-07 as of December 31, 2024.

The adoption did not have a material impact on the Company’s financial statements, including disclosures.

Standards to be Implemented

In December 2023, the FASB issued ASU No.

In December 2023, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) No.

2023-09, Income Taxes (Topic 740):

3 unchanged sentences

These amendments also require all entities to disclose income taxes paid, net of refunds received, disaggregated by federal, state, and foreign taxes and by individual jurisdictions in which income taxes paid, net of refunds received, are equal to or greater than five percent of total income taxes paid.

For public business entities, the amendments in this ASU are effective for annual periods beginning after December 15, 2024.

The amendments in this ASU should be applied on a prospective basis.

The Company adopted ASU 2023-09 on a prospective basis for the year ended December 31, 2025.

The adoption of ASU No.

2023-09 is not expected to have a material impact on the Company’s financial statements, including disclosures.

2023-09 did not have a material impact on the Company’s financial statements, including disclosures.

Standards to be Implemented

In November 2024, the FASB issued ASU No.

6 unchanged sentences

There are no other recent accounting pronouncements that have been issued by the FASB that are not yet effective that the Company expects would have a material impact on the Company’s financial statements, including disclosures.

(2) Marketable Securities

In the fourth quarter of 2024, the balance of the Company's marketable securities held by Wells Fargo was liquidated and transferred to an interest-bearing account held by Bank of America, N.A.

Interest income from marketable securities was $ 0 and $ 1,990 for the years ended December 31, 2025 and 2024, respectively.

KVH INDUSTRIES, INC.

3 unchanged sentences

(in thousands, except per share amounts)

(2) Marketable Securities

In the fourth quarter of 2024, the balance of our marketable securities held by Wells Fargo was liquidated and transferred to an interest-bearing account held by Bank of America, N.A.

Marketable securities as of December 31, 2024 and 2023 consisted of the following:

December 31, 2024 Amortized

Money market mutual funds $ — $ — $ — $ —

Total marketable securities designated as available-for-sale $ — $ — $ — $ —

December 31, 2023 Amortized

Money market mutual funds $ 58,477 $ — $ — $ 58,477

Total marketable securities designated as available-for-sale $ 58,477 $ — $ — $ 58,477

Interest income from marketable securities was $ 1,990 and $ 2,785 for the years ended December 31, 2024 and 2023, respectively.

(3) Inventories

Inventories are stated at the lower of cost and net realizable value using the first-in first-out costing method.

Inventories are stated at the lower of cost or net realizable value using the first-in first-out costing method.

Inventories as of December 31, 2025 and 2024 include the costs of material, labor, and factory overhead.

4 unchanged sentences

$ 14,859 $ 22,953

In 2023, the Company recorded a $ 5,225 inventory write-down relating to the reduced demand for the Company’s hardware products.

Please see Note 14 for additional details surrounding the future wind-down of the Company’s manufacturing activities.

KVH INDUSTRIES, INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

December 31, 2024 and 2023

(in thousands, except per share amounts)

In 2025, the Company recorded a $ 5,510 inventory write-down related primarily to further reduced demand for certain of the Company’s hardware products as well as a reduction in the prices the Company charges for certain TracNet H-series terminals.

The Company implemented this price reduction at the end of the third quarter of 2025 and, as a result, reduced the value of its remaining inventory of those products to net realizable value based on lower customer pricing.

Please see Note 15 for additional details surrounding the wind-down of the Company’s manufacturing activities.

(4) Prepaid Expenses and Other Current Assets

Prepaid Starlink pooled data $ 2,936 $ 14,137

Other prepaid expenses and other current assets 5,044 1,879

$ 7,980 $ 16,016

During the second quarter of 2024, KVH expanded its relationship with Starlink through a bulk data distribution agreement.

Under the agreement, KVH prepaid $ 17.0 million for access to a large block of Starlink Global Priority data at favorable rates.

The agreement provided KVH flexibility in the development and sales of custom, cost-effective airtime plans using Starlink’s Global Priority service.

KVH began drawing from this prepaid pooled data in the third quarter of 2024 and this data was fully consumed by the end of 2025.

In the fourth quarter of 2025, KVH entered into an agreement to purchase a substantially larger block of Starlink Global Priority data for $ 45.0 million in an effort to improve margins.

In the fourth quarter, KVH made a prepayment of $ 5.0 million related to this agreement.

(5) Property and Equipment

Property and equipment, net, as of December 31, 2025 and 2024 consist of the following:

Land $ — $ 2,833

Building and improvements — 18,839

Leasehold improvements $ 1,036 $ 336

7 unchanged sentences

Depreciation expense for the years ended December 31, 2025 and 2024 amounted to $ 10,177 and $ 12,891 , respectively.

KVH INDUSTRIES, INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

December 31, 2025 and 2024

(in thousands, except per share amounts)

Certain revenue-generating hardware assets are utilized by the Company in the delivery of the Company’s airtime services, media, and other content.

4 unchanged sentences

The estimated fair value was determined based upon the anticipated sales price of these assets based on current market conditions and assumptions made by management, less selling costs.

The Company recorded an impairment charge of $ 1.1 million during the year ended December 31, 2024, as the carrying value of 75 Enterprise Center at the time the asset for sale criteria were met exceeded the fair value less costs to sell.

The Company recorded an impairment charge of $ 1.1 million in 2024, as the carrying value of 75 Enterprise Center at the time the asset for sale criteria were met exceeded the fair value less costs to sell.

The sale was completed in September 2025, resulting in a loss of $ 0.3 million, which is included in other income (expense), net in the Company's consolidated statement of operations for the year ended December 31, 2025.

The Company also entered into an agreement with the buyer to lease this property until the end of March 2026 for approximately $ 0.1 million.

Additionally, in the third quarter of 2024, the Company commenced its plan to sell the property, building, improvements, and land located at 50 Enterprise Center in Middletown, Rhode Island (“50 Enterprise Center”).

1 unchanged sentence

The Company determined that all of the criteria to classify 50 Enterprise Center as held for sale had been met as of September 30, 2024.

The estimated fair value of 50 Enterprise Center exceeds its carrying value.

In December 2024, the Company entered into an agreement to sell 50 Enterprise Center, subject to the buyer’s right to terminate the agreement during an inspection period.

In January 2025, before the end of the inspection period, the Company received notice of termination from the buyer.

50 Enterprise Center remains held for sale as the Company continues to search for a suitable buyer.

KVH INDUSTRIES, INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

December 31, 2024 and 2023

(in thousands, except per share amounts)

The estimated fair value of 50 Enterprise Center at that date exceeded its carrying value.

In March 2025, the Company entered into an agreement with a buyer to sell 50 Enterprise Center for $ 5.3 million.

The sale was completed in June 2025, resulting in a gain of $ 1.3 million, which is included in other income (expense), net in the Company's consolidated statement of operations for the year ended December 31, 2025.

(6) Commitments and Contingencies

3 unchanged sentences

2026 $ 54,336

Thereafter 1,645

Total minimum payments $ 72,516

1 unchanged sentence

Total rent expense incurred under facility operating leases for the years ended December 31, 2025 and 2024 amounted to $ 654 and $ 627 , respectively.

Total expense incurred under satellite capacity and equipment operating leases and other commitments for the years ended December 31, 2024 and 2023 amounted to $ 34,727 and $ 41,946 , respectively, which also includes payments for usage charges in excess of the minimum contractual requirements.

Total expense incurred under satellite capacity and equipment operating leases and other commitments for 2025 and 2024 amounted to $ 41,358 and $ 34,727 , respectively, which also includes payments for usage charges in excess of the minimum contractual requirements.

In the normal course of business, the Company enters into unconditional purchase order obligations with its suppliers for inventory and other operational purchases.

Outstanding and unconditional purchase order obligations were $ 2,137 as of December 31, 2025, all of which the Company expects to fulfill in 2026.

The Company has determined that $ 919 of these obligations relate to excess purchase orders and the Company has recorded a purchase obligation accrual which had been charged to costs of product sales, net as of December 31, 2023.

As of December 31, 2024, the Company had certain satellite service capacity obligations that were not considered operating or financing leases under ASC 842.

The Company did not have any other off-balance sheet arrangements, guarantees, or standby repurchase obligations as of December 31, 2024.

As of December 31, 2025, the Company had satellite service capacity obligations of approximately $ 59.0 million.

KVH INDUSTRIES, INC.

3 unchanged sentences

(in thousands, except per share amounts)

As of December 31, 2025, the Company had certain satellite service capacity obligations that were not considered operating or financing leases under ASC 842.

The Company did not have any other off-balance sheet arrangements, guarantees, or standby repurchase obligations as of December 31, 2025.

(7) Stockholders’ Equity

10 unchanged sentences

The Compensation Committee of the Board of Directors administers the equity compensation plans, approves the individuals to whom awards will be granted and determines the number of shares and other terms of each award.

Outstanding options under the Company’s equity compensation plans at December 31, 2024 expire from August 2025 through February 2029.

Outstanding options under the Company’s equity compensation plans at December 31, 2025 expire from March 2026 through June 2030.

None of the Company’s outstanding options includes performance-based or market-based vesting conditions as of December 31, 2025.

46 unchanged sentences

954 $ 8.27 2.56 $ 164

No options were exercised during 2024.

The total aggregate intrinsic value of options exercised in 2025 was $ 3 .

No options were exercised in 2024.

As of December 31, 2025, there was $ 1,515 of total unrecognized compensation expense related to stock options, which is expected to be recognized over a weighted-average period of 2.63 years.

8 unchanged sentences

The weighted-average grant-date fair value of restricted stock granted during 2025 and 2024 was $ 5.50 and $ 4.82 per share, respectively.

As of December 31, 2025, there was $ 884 of total unrecognized compensation expense related to restricted stock awards, which is expected to be recognized over a weighted-average period of 1.33 years.

Compensation costs for awards subject only to service conditions that vest ratably are recognized on a straight-line basis over the requisite service period for the entire award.

In 2025 and 2024, the Company recorded compensation charges of $ 871 and $ 1,310 , respectively, related to restricted stock awards.

KVH INDUSTRIES, INC.

3 unchanged sentences

(in thousands, except per share amounts)

As of December 31, 2024, there was $ 1,609 of total unrecognized compensation expense related to restricted stock awards, which is expected to be recognized over a weighted-average period of 2.04 years.

Compensation costs for awards subject only to service conditions that vest ratably are recognized on a straight-line basis over the requisite service period for the entire award.

Compensation cost for awards initially subject to certain performance conditions are recognized on a ratable basis over the requisite service period for the entire award.

In 2024 and 2023, the Company recorded compensation charges of $ 1,310 and $ 1,270 , respectively, related to restricted stock awards.

Restricted stock activity under the 2016 Plan for 2025 and 2024 are as follows:

12 unchanged sentences

During 2025, 327 shares of common stock were repurchased.

During 2024, no shares of common stock were repurchased.

During 2023, the Company’s Board of Directors authorized the repurchase of a portion of executive common stock.

The company repurchased 23 shares of common stock held by executives at the Company to satisfy minimum tax withholding obligations in lieu of cash payment.

(d) Employee Stock Purchase Plan

24 unchanged sentences

The components of the Company’s comprehensive loss and the effect on earnings for the periods presented are detailed in the accompanying consolidated statements of comprehensive loss.

Foreign Currency Translation Unrealized (Loss) Income on Available for Sale Marketable Securities Total Accumulated Other Comprehensive Loss

Balance, December 31, 2022

$ ( 4,098 ) $ ( 12 ) $ ( 4,110 )

Other comprehensive (loss) income ( 87 ) 12 ( 75 )

Net other comprehensive (loss) income ( 87 ) 12 ( 75 )

Foreign Currency Translation Total Accumulated Other Comprehensive Loss

Balance, December 31, 2023

4 unchanged sentences

( 4,032 ) ( 4,032 )

KVH INDUSTRIES, INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

December 31, 2024 and 2023

(in thousands, except per share amounts)

Other comprehensive loss ( 129 ) ( 129 )

Net other comprehensive loss ( 129 ) ( 129 )

Balance, December 31, 2025

$ ( 4,161 ) $ ( 4,161 )

(8) Income Taxes

Income tax expense for the years ended December 31, 2024 and 2023 attributable to loss from operations is presented below.

Income tax (benefit) expense for the years ended December 31, 2025 and 2024 attributable to loss from operations is presented below.

Current Deferred Total

1 unchanged sentence

Federal $ — $ — $ —

State* ( 12 ) — ( 12 )

Foreign 335 ( 454 ) ( 119 )

2 unchanged sentences

Federal $ 23 $ — $ 23

State 12 — 12

Foreign 274 117 391

$ 304 $ 117 $ 421

Actual income tax expense differs from the “expected” income tax expense computed by applying the United States Federal statutory income tax rate of 21% for both 2024 and 2023 to loss before income tax expense, as follows:

KVH INDUSTRIES, INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

December 31, 2025 and 2024

(in thousands, except per share amounts)

*- State taxes in Rhode Island make up the majority of the tax effect in this category

The Company adopted ASU 2023-09 “Income Taxes (Topic 740):

Improvements to Income Tax Disclosures” on a prospective basis for the year ended December 31, 2025.

A reconciliation of income tax computed using the U.S.

federal statutory rate of 21% compared to that reflected in operations, as required by ASU 2023-09, for the year ended December 31, 2025 consists of:

Year Ended December 31, 2025

Amount Percent

Income tax benefit at Federal statutory income tax rate $ ( 1,578 ) 21.00 %

1 unchanged sentence

State income tax (expense) benefit, net of federal benefit* — —

Foreign tax effects

Statutory rate difference 35 ( 0.47 )

Valuation allowance ( 329 ) 4.38

Other 76 ( 1.01 )

Other foreign jurisdictions

Statutory rate difference ( 8 ) 0.11

Valuation allowance 26 ( 0.35 )

Other 121 ( 1.61 )

Changes in valuation allowance 1,239 ( 16.49 )

Non-taxable or non-deductible

Share-based payment awards 156 ( 2.07 )

Other 46 ( 0.62 )

Uncertain tax positions 72 ( 0.96 )

Other adjustments 13 ( 0.17 )

Effective tax rate $ ( 131 ) 1.74 %

*- State taxes in Rhode Island make up the majority of the tax effect in this category

A reconciliation of income tax computed using the United States Federal statutory income tax rate of 21% compared to that reflected in operations, prior to the requirements of ASU 2023-09, for the year ended December 31, 2024 consists of:

KVH INDUSTRIES, INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

December 31, 2025 and 2024

(in thousands, except per share amounts)

Year Ended December 31,

Income tax benefit at Federal statutory income tax rate $ ( 2,232 )

Increase (decrease) in income taxes resulting from:

State income tax (expense) benefit, net of federal benefit ( 48 )

State research and development, investment credits 423

1 unchanged sentence

Non-deductible stock compensation expense 479

Non-deductible compensation under 162(m) — 49

Foreign exchange loss 110

Foreign tax rate differential 102

Federal research and development credits — 110

Uncertain tax positions 51

1 unchanged sentence

Change in valuation allowance 1,344

Goodwill impairment — 1,157

Non-deductible foreign transaction taxes 110

Other 66 ( 13 )

Income tax expense $ 421

KVH INDUSTRIES, INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

December 31, 2024 and 2023

(in thousands, except per share amounts)

Loss before income tax expense determined by tax jurisdiction, are as follows:

Loss before income tax (benefit) expense determined by tax jurisdiction, are as follows:

Year Ended December 31,

3 unchanged sentences

Deferred tax assets and liabilities for the periods presented consisted of the following:

KVH INDUSTRIES, INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

December 31, 2025 and 2024

(in thousands, except per share amounts)

Deferred tax assets:

10 unchanged sentences

Accrued expenses 457 333

Intangible assets 210 —

Lease liability 908 244

18 unchanged sentences

An ownership change occurs when the ownership percentages of 5% or greater stockholders change by more than 50% over a three-year period.

In assessing the realizability of its net deferred tax assets, the Company considered whether it is more likely than not that some portion or all of the deferred tax assets will not be realized.

As of December 31, 2025, the valuation increased by $ 710 .

The change was primarily the result of the current year loss and an increase in the inventory valuation reserve.

As part of the Company’s analysis, the Company evaluated, among other factors, its recent history of generating tax losses and its near-term forecasts of future taxable income or losses.

KVH INDUSTRIES, INC.

3 unchanged sentences

(in thousands, except per share amounts)

In assessing the realizability of its net deferred tax assets, the Company considered whether it is more likely than not that some portion or all of the deferred tax assets will not be realized.

As of December 31, 2024, the valuation increased by $ 1,343 .

The change was primarily the result of the current year loss and an increase in the inventory valuation reserve.

As part of the Company’s analysis, the Company evaluated, among other factors, its recent history of generating tax losses and its near-term forecasts of future taxable income or losses.

As of December 31, 2025, unremitted foreign earnings, which were not significant, have been retained by the Company’s foreign subsidiaries for indefinite reinvestment.

6 unchanged sentences

Unrecognized tax benefits as of January 1 $ 871 $ 1,044

Gross decrease in unrecognized tax benefits - prior year tax positions — ( 418 )

Gross decrease in unrecognized tax benefits due to currency fluctuations - prior year tax positions ( 159 ) —

Gross increase (decrease) in unrecognized tax benefits due to currency fluctuations - prior year tax positions 74 ( 159 )

Lapse of statute of limitations ( 8 ) ( 14 )

5 unchanged sentences

These events could cause fluctuations in the balance sheet classification of current and non-current assets and liabilities.

The Company estimates that it is reasonably possible that the balance of unrecognized tax benefits as of December 31, 2024 may decrease approximately $ 15 in the next twelve months as a result of a lapse of statutes of limitation and settlements with taxing authorities.

The Company’s tax jurisdictions include the United States, the United Kingdom, Denmark, Cyprus, Norway, Brazil, Singapore, Japan, and India.

1 unchanged sentence

However, preceding years remain open to examination by United States federal and state and foreign taxing authorities to the extent of future utilization of net operating losses and research and development tax credits generated in each preceding year.

On July 4, 2025, the One Big Beautiful Bill Act (“OBBBA”) was enacted in the U.S.

The OBBBA makes permanent key elements of the Tax Cuts and Jobs Act, including 100% bonus depreciation, domestic research cost expensing, and the business interest expense limitation.

The legislation has multiple effective dates, with certain provisions effective in 2025 and others implemented through 2027.

The Company’s adoption of OBBBA did not materially affect its consolidated financial statements.

Net income taxes paid (net of refunds):

Year Ended December 31,

KVH INDUSTRIES, INC.

3 unchanged sentences

(in thousands, except per share amounts)

Income taxes paid (net of refunds) exceeded 5 percent of total income taxes paid (net of refunds) in the following jurisdictions:

Year Ended December 31,

*- No jurisdiction exceeds 5%

Net income taxes paid (net of refunds) during 2024 was $ 173 .

(9) Goodwill and Intangible Assets

On October 8, 2025, the Company purchased the maritime satellite service business of a satellite services provider operating in the Asia-Pacific region.

The aggregate purchase price consideration transferred from the Company to the seller totaled $ 4,721 .

As a result of the agreement, the Company recognized intangible assets of $ 3,374 and goodwill of $ 732 .

Please see Note 18 for additional details surrounding the business combination.

Intangible Assets

Intangible assets arose from the purchase of distribution rights from Kognitive Networks Inc.

Intangible assets arose from the purchase of the maritime satellite service business of a satellite services provider operating in the Asia-Pacific region in October 2025, the purchase of distribution rights from Kognitive Networks Inc.

in October 2023 and the purchase of KVH Industries Norway AS in September 2010.

The assets that are related to the purchased of the maritime satellite service business of a satellite services provider are being amortized on a straight-line basis over the estimated useful life of 9 years.

The assets that are related to the distribution rights from Kognitive Networks are being amortized on a straight-line basis over the estimated useful life of 3 years.

5 unchanged sentences

The amounts payable under the contingent consideration arrangement, if any, will be included in the measurement of the cost of the acquired subscriber relationships.

KVH INDUSTRIES, INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

December 31, 2025 and 2024

(in thousands, except per share amounts)

Acquired intangible assets are subject to amortization.

4 unchanged sentences

Distribution rights 1,250 855 395

Customer relationships 3,374 94 3,280

Intellectual property 2,284 2,284 —

6 unchanged sentences

Amortization expense related to intangible assets was $ 519 and $ 407 for years ended December 31, 2025 and 2024, respectively, and was categorized as general and administrative expense.

As of December 31, 2024, the total weighted average remaining useful lives of the definite-lived intangible assets was 2.0 years.

As of December 31, 2025, the total weighted average remaining useful lives of the definite-lived intangible assets was 7.8 years and the weighted average remaining useful lives by the definite-lived intangible asset category are as follows:

Intangible Asset Weighted Average Remaining Useful Life in Years

Subscriber relationships 1.00

Distribution rights 1.00

Customer relationships 8.75

Estimated future amortization expense for intangible assets recorded by the Company at December 31, 2025 is as follows:

Years ending December 31, Amortization

Thereafter 1,405

Total amortization expense $ 3,717

8 unchanged sentences

Intangible assets acquired in asset acquisition 34

Foreign currency translation adjustment 1

Intangible assets acquired in business combination 3,374

Balance at December 31, 2025

Goodwill is recorded when the consideration for an acquisition exceeds the fair value of net tangible and identifiable intangible assets acquired.

The changes in the carrying amount of goodwill during the year ended December 31, 2025 is as follows:

Balance at December 31, 2024

Acquisition of goodwill in business combination 732

Balance at December 31, 2025

(10) 401(k) Plan

7 unchanged sentences

There were no discretionary contributions in 2025 and 2024.

KVH INDUSTRIES, INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

December 31, 2025 and 2024

(in thousands, except per share amounts)

(11) Revenue from Contracts with Customers

11 unchanged sentences

Performance in any particular period could be impacted by the timing of sales to certain large customers.

The Company offers a comprehensive family of mobile satellite antenna services and products that provide access to the

Internet, television, and VoIP services while on the move.

The Company offers a comprehensive family of mobile satellite antenna services and products that provide access to the Internet, television, and VoIP services while on the move.

Service sales of airtime service accounted for approximately 82 % and 80 % of the Company's consolidated net sales for 2025 and 2024, respectively.

2 unchanged sentences

No other single product class accounts for 10% or more of consolidated net sales.

The Company operates in a number of major geographic areas, including internationally.

Revenues from international locations primarily include Singapore, Canada, South American countries, European Union countries and other European countries, and countries in Africa, the Middle East and Asia/Pacific, including India.

Revenues are based upon customer location and revenues from international locations represented 78 % and 73 % of the Company’s consolidated net sales for 2025 and 2024, respectively.

Sales to Singapore customers represented 21 % of the Company’s consolidated net sales for both 2025 and 2024.

No other individual foreign country represented 10% or more of the Company’s consolidated net sales for 2025 or 2024.

KVH INDUSTRIES, INC.

3 unchanged sentences

(in thousands, except per share amounts)

The Company operates in a number of major geographic areas, including internationally.

Revenues are based upon customer location and revenues from international locations represented 73 % and 68 % of the Company’s consolidated net sales for 2024 and 2023, respectively.

Sales to Singapore customers represented 21 % and 19 % of the Company’s consolidated net sales for 2024 and 2023, respectively.

No other individual foreign country represented 10% or more of the Company’s consolidated net sales for 2024 or 2023.

Business and Credit Concentrations

2 unchanged sentences

The Company establishes allowances for credit losses and evaluates, on a monthly basis, the adequacy of those reserves based upon expected losses, historical experience and its expectation for future collectability concerns.

One customer accounted for 10% or more of consolidated net sales for the year ended December 31, 2024.

No single customer accounted for 10% or more of consolidated net sales for the year ended December 31, 2023.

One customer accounted for 11 % of consolidated net sales for both 2025 and 2024.

No other customers accounted for 10% or more of consolidated net sales for 2025 or 2024.

One customer accounted for approximately 16 % and 19 % of accounts receivable at December 31, 2025 and 2024, respectively.

8 unchanged sentences

Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities.

The Company’s Level 1 assets are investments in money market mutual funds.

Quoted prices for similar assets or liabilities in active markets;

or observable prices that are based on observable market data, based on directly or indirectly market-corroborated inputs.

The Company has no Level 2 assets or liabilities.

Unobservable inputs that are supported by little or no market activity, and are developed based on the best information available given the circumstances.

The Company has no Level 3 assets.

Assets and liabilities measured at fair value are based on the valuation techniques identified in the table below.

The following table presents financial assets and liabilities at December 31, 2024 and 2023 for which the Company measures fair value on a recurring basis, by level, within the fair value hierarchy:

KVH INDUSTRIES, INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

December 31, 2024 and 2023

(in thousands, except per share amounts)

December 31, 2024 Total Level 1 Level 2 Level 3 Valuation

Money market mutual funds $ — $ — $ — $ — (a)

December 31, 2023 Total Level 1 Level 2 Level 3 Valuation

Money market mutual funds $ 58,477 $ 58,477 $ — $ — (a)

(a) Market approach—prices and other relevant information generated by market transactions involving identical or comparable assets.

No financial assets or liabilities were measured at fair value based upon the ASC 820 fair value hierarchy as of December 31, 2025 and 2024.

The carrying amount of certain financial instruments approximates fair value due to their short-term, highly liquid nature.

These instruments include cash and cash equivalents, accounts receivable, accounts payable, and accrued expenses.

The carrying amount of the Company’s operating and financing lease liabilities approximates fair value based on currently available quoted rates of similarly structured borrowings.

Assets Measured and Recorded at Fair Value on a Nonrecurring Basis

The Company’s non-financial assets, such as goodwill, intangible assets, and other long-lived assets resulting from business combinations, are measured at fair value using income approach valuation methodologies at the date of acquisition and subsequently re-measured if indications of impairment exist.

During 2024, the Company recorded an impairment charge of $ 1,137 to long-lived assets.

See Note 4 for additional details.

During 2025, there was no impairment of the Company's non-financial assets noted.

During 2024, the Company recorded an impairment charge of $ 1,137 to goodwill and long-lived assets.

The Company does not have any liabilities that are recorded at fair value on a nonrecurring basis.

(12) Legal Matters

In the ordinary course of business, the Company is a party to inquiries, legal proceedings and claims including, from time to time, disagreements with vendors and customers.

The Company is not a party to any lawsuit or proceeding that, in management’s opinion, is likely to materially harm the Company’s business, results of operations, financial condition, or cash flows.

KVH INDUSTRIES, INC.

3 unchanged sentences

(in thousands, except per share amounts)

(13) Legal Matters

In the ordinary course of business, the Company is a party to inquiries, legal proceedings and claims including, from time to time, disagreements with vendors and customers.

The Company has operating leases for office facilities, equipment, and satellite service capacity and related equipment.

Lease expense was $ 1,297 and $ 1,702 for the years ended December 31, 2024 and 2023, respectively.

Short-term operating lease costs were $ 95 and $ 130 for the years ended December 31, 2024 and 2023, respectively.

Lease expense was $ 970 and $ 1,297 for 2025 and 2024, respectively.

Short-term operating lease costs were $ 166 and $ 95 for 2025 and 2024, respectively.

Maturities of lease liabilities as of December 31, 2025 under operating leases having an initial or remaining non-cancelable term of one year or more are as follows:

8 unchanged sentences

Weighted-average discount rate - operating leases 5.50 %

On July 23, 2025, the Company entered into a new lease agreement for approximately 32,000 square feet of office and warehouse space in Bristol, Rhode Island.

The Company currently plans to migrate its Rhode Island operations to this leased facility in the spring of 2026, at which point its costs of sales and operational expenditures will include lease expense at the rate of approximately $ 0.6 million annually.

The lease agreement is for a term of 87 months with an option to extend the lease for an additional 10 years.

This lease agreement resulted in a right of use asset and operating lease liabilities of approximately $ 3,600 as of December 31, 2025.

The Company enters into leases with certain customers primarily for the TracPhone and TracNet VSAT systems.

4 unchanged sentences

The sales-type leases do not have unguaranteed residual assets.

Upon adoption of ASC 842, the Company elected to apply the practical expedient provided to lessors to combine the lease and non-lease component of a contract where the revenue recognition pattern is the same and where the lease component, when accounted for separately, would be considered an operating lease.

The practical expedient also allows a lessor to account for the combined lease and non-lease components under ASC 606, Revenue from Contracts with Customers, when the non-lease component is the predominant element of the combined component.

The current portion of the net investment in these leases was $ 3,021 as of December 31, 2024 and the non-current portion of the net investment in these leases was $ 3,145 as of December 31, 2024.

The current portion of the net investment in the leases is included in accounts receivable, net of allowance for doubtful accounts on the accompanying consolidated balance sheets and the non-current portion of the net investment in these leases is included in other non-current assets on the accompanying consolidated balance sheets.

Interest income from sales-type leases was $ 463 and $ 644 during the years ended December 31, 2024 and 2023, respectively.

KVH INDUSTRIES, INC.

3 unchanged sentences

(in thousands, except per share amounts)

The current portion of the net investment in these leases was $ 2,360 and $ 3,021 as of December 31, 2025 and 2024, respectively, and the non-current portion of the net investment in these leases was $ 2,237 and $ 3,145 as of December 31, 2025 and 2024, respectively.

The current portion of the net investment in the leases is included in accounts receivable, net of allowance for credit losses on the accompanying consolidated balance sheets and the non-current portion of the net investment in these leases is included in other non-current assets on the accompanying consolidated balance sheets.

Interest income from sales-type leases was $ 398 and $ 463 during 2025 and 2024, respectively.

The future undiscounted cash flows from these leases as of December 31, 2025 are:

2 unchanged sentences

Difference between undiscounted cash flows and discounted cash flows $ 352

In 2021, the Company began entering into three-year leases for its TracPhone VSAT systems, in which ownership of the hardware does not transfer to the lessee by the end of the lease term.

As a result, and in light of other factors indicated in ASC 842, these leases are classified as operating leases.

As of December 31, 2024, the gross costs and accumulated depreciation associated with these operating leases are included in revenue generating assets and amounted to $ 1,773 and $ 1,263 , respectively.

They are depreciated on a straight-line basis over a five-year estimated useful life.

Depreciation expense for these assets was $ 371 and $ 376 for the years ended December 31, 2024 and 2023, respectively.

Lease revenue recognized was $ 341 and $ 553 for the years ended December 31, 2024 and 2023, respectively, in service sales in the statements of operations.

As of December 31, 2024, minimum future lease payments to be received on the operating leases are as follows:

(15) Restructuring

2 unchanged sentences

The Board concluded that the Company should discontinue its capital-intensive manufacturing activities and concentrate its efforts on growing sales of its multi-orbit, multi-channel, integrated communications solutions, which in recent years have constituted the largest portion of the Company’s overall revenues.

The Company expects that it will continue its product manufacturing activities for a period of time in order to generate a targeted amount of inventory of maritime satellite connectivity and satellite television terminals to meet anticipated demand and that it will cease substantially all manufacturing activity at the Middletown, Rhode Island facility by the end of 2025.

The Company expects to continue to facilitate customer transition to third-party hardware products compatible with the Company’s mobile satellite communications services.

The Company also plans to continue to conduct maintenance, refurbishment service, warehousing, shipping and receiving activities at the Middletown, Rhode Island location.

The Company also plans to continue to conduct maintenance, refurbishment service, warehousing, shipping and receiving activities at the Middletown, Rhode Island location until the Company's anticipated relocation in the spring of 2026.

As part of this restructuring, the Company reduced its headcount by approximately 75 employees, or approximately 20 % of its total workforce as of the time the Company announced the restructuring.

In 2024, the Company incurred aggregate severance charges of approximately $ 3.9 million, consisting of approximately $ 3.6 million of cash charges and approximately $ 0.3 million of non-cash charges arising from pre-existing contractual obligations to accelerate vesting of certain outstanding

KVH INDUSTRIES, INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

December 31, 2024 and 2023

(in thousands, except per share amounts)

equity compensation awards.

For the aggregate severance charges of approximately $ 3.9 million, the Company recorded in its consolidated statement of operations $ 0.9 million in cost of product sales, $ 1.4 million in research and development, $ 0.7 million in sales, marketing and support, and $ 0.8 million in general and administrative.

The Company did not incur restructuring charges in 2025 related to the staged wind-down of the Company's manufacturing activities.

KVH INDUSTRIES, INC.

5 unchanged sentences

The Company manages its operations as a single operating segment for the purpose of assessing performance and making operating decisions, resulting in a single reportable segment.

The Company has determined that its CODM is its Chief Executive Officer.

The Company has determined that its Chief Operating Decision Maker (CODM) is its Chief Executive Officer.

The CODM reviews the Company’s financial information on a consolidated basis for the purpose of allocating resources and assessing financial performance.

41 unchanged sentences

(1) Includes costs related to Inmarsat, service activations, content service, CommBox Edge and other miscellaneous

(2) Includes costs related to obsolete inventory write-off, excess purchase order obligations and other miscellaneous

(2) Includes costs related to CommBox Edge, TracNet Coastal, obsolete inventory write-off and other miscellaneous

(3) Includes facilities and other less significant expenses

5 unchanged sentences

(4) Includes marketing expenses, external commissions, travel and entertainment, facilities expense, warranty expense and other less significant expenses

(5) Includes the discontinuation of a construction-in-progress project, TSA reimbursements, financing fees, facilities expense, computer expenses, depreciation and amortization and other less significant expenses

(6) Other segment items includes interest income (expense), net;

other expense, net;

and income tax expense line items on the face of the income statement

Regarding the Company's long-lived assets of $ 28,375 , $ 4,516 of these assets are located inside of the United States, while the remaining $ 23,859 are located outside of the United States.

Regarding the assets located outside of the United States, $ 7,643 are located in Singapore.

(5) Includes the financing fees, facilities expense, computer expenses, depreciation and amortization and other less significant expenses

(6) Other segment items includes interest income;

other income (expense), net;

and income tax expense (benefit) line items on the face of the income statement

Regarding the Company's long-lived assets of $ 26,414 , $ 8,788 of these assets are located in the United States.

Regarding the assets located outside the United States, $ 5,612 are located in Singapore.

The geographic location of the Company's AgilePlans revenue-generating assets has been determined based upon the customer shipping address.

KVH INDUSTRIES, INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

December 31, 2025 and 2024

(in thousands, except per share amounts)

(17) Share Buyback Program

On December 9, 2024, the Board of Directors of the Company authorized a share repurchase program pursuant to which the Company may purchase outstanding shares of the Company’s common stock for an aggregate purchase price of up to $ 10 million.

On March 6, 2026, the Board of Directors of our Company authorized an increase in the size of the repurchase program from $ 10 million to $ 15 million.

Under the program, the Company, at management’s discretion, may repurchase shares from time to time through various means, including on the open market, in privately negotiated transactions or block transactions, or through an accelerated repurchase agreement.

The Company may elect to make purchases under Rule 10b-18 under the Securities Exchange Act of 1934, as amended, which imposes certain volume limitations, and/or under Rule 10b5-1 under that act, which would permit repurchases to occur during periods when the Company might otherwise be precluded from making purchases under insider trading laws or Company policy.

The volume and timing of any such repurchases will depend on a variety of factors, including the availability of shares, price, market conditions, alternative uses of capital, liquidity, general business conditions, satisfaction of debt covenants, and applicable regulatory requirements.

The program does not obligate the Company to repurchase any minimum number or dollar amount of shares, and the program may be modified, suspended or terminated at any time without prior notice.

In 2025, the Company repurchased 327 shares of common stock in open market transactions at a cost of approximately $ 1,743 .

Except as noted above, there were no other repurchase programs outstanding.

(18) Business Combination

On October 8, 2025 (the “Closing Date”), the Company entered into an agreement (the “Agreement”) to purchase the maritime satellite service business of a satellite services provider operating in the Asia-Pacific region (the “Seller”).

The transfer of control from the Seller to the Company is referred to as the “Acquisition”.

The Acquisition was consummated on the Closing Date.

The Acquisition was funded from existing cash of the Company.

These financial statements include results of operations following the consummation of the Acquisition for the period from October 8, 2025 through December 31, 2025, which include airtime revenue of $ 2.5 million and airtime costs of service sales of $ 1.5 million.

In connection with the acquisition, a subsidiary of the Company made offers of employment to eleven employees of the Seller, all of which were accepted.

The Company also entered into transition arrangements with the Seller to facilitate the orderly transfer of the business.

The transfer of certain agreements requires the consent of the counterparty.

The Company expects that, if consent is not obtained, the Company and the Seller will fulfill those agreements through subcontracting arrangements, where permitted.

The agreements remain terminable in accordance with their terms, and the unanticipated termination of any of the agreements may prevent the Company from realizing some or all of the anticipated benefits of the acquisition.

Purchase Consideration

The aggregate purchase price consideration transferred from the Company to the Seller totaled $ 4,721 , which consisted of cash payments at closing totaling $ 3,775 and non-cash consideration in form of the settlement of certain receivables owed to the Company by the Seller and valued at $ 945 .

Assets and Liabilities Acquired

The Acquisition was accounted for as a business combination using the acquisition method of accounting in accordance with ASC 805, Business Combinations.

The excess of the purchase price over the fair value of the tangible and intangible assets acquired and liabilities assumed has been recorded as goodwill.

The acquisition resulted in recorded goodwill as a result of the synergies expected to be realized, assembled workforce, and how the Company expects to leverage the business to create additional value for its equity holders.

The acquisition is expected to expand the Company’s maritime satellite communications distribution capabilities and customer base in the Asia-Pacific market.

The acquisition is also expected to contribute incremental gross margin and be accretive to the Company’s earnings.

The purchase price has been allocated to the tangible assets and

KVH INDUSTRIES, INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

December 31, 2025 and 2024

(in thousands, except per share amounts)

identifiable intangible assets acquired and liabilities assumed based upon their fair values as of the acquisition date.

The goodwill is expected to be deductible for income tax purposes.

The following table summarizes the fair value of the assets acquired as of October 8, 2025:

Fair value of assets acquired:

Inventory $ 615

Intangible asset:

Customer relationships 3,374

The Company engaged a third-party specialist to assist management in the determination of the estimated fair value of intangible asset acquired.

The fair value of the intangible asset was estimated using Multi-Period Excess Earnings Method (MPEEM), an income approach specifically used to measure the fair value of intangible asset that generate distinct, separable cash flows.

The use of MPEEM further supports the separability of customer relationships by demonstrating that the customer relationships generate standalone economic benefits and could be sold, licensed, or transferred, either independently or with related contracts or assets.

The following table summarizes the acquired identifiable intangible asset, Closing Date fair value, and useful life:

Intangible Asset Closing Date Fair Value Useful Life in Years

Customer relationships $ 3,374 9

Transition Services

The Agreement included certain transition services to be provided by the Seller to the Company, which are not expected to be material.

Transaction Costs

In conjunction with the Acquisition, the Company’s acquisition expenses of approximately $ 352 have been included within general and administrative expenses on the accompanying consolidated statements of operations.

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 9A. Controls and Procedures