KVH INDUSTRIES INC \DE\ 10-Q

ITEM 1. Financial Statements KVH INDUSTRIES, INC. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS (in thousands, except share and per share amounts) March 31, 2026 December 31, 2025 ASSETS (unaudited) Current assets: Cash and cash equivalents $ 59,153 $ 69,910 Accounts receivable, net of allowance for credit losses of $ 742 and $ 712 as of March 31, 2026 and December 31, 2025, respectively 28,812 25,049 Inventories 13,224 14,859 Prepaid expenses and other current assets 19,884 7,980 Total current assets 121,073 117,798 Property and equipment, net 22,221 22,032 Intangible assets, net 3,520 3,717 Goodwill 732 732 Right of use assets 4,230 4,382 Other non-current assets 2,188 2,237 Deferred income tax asset 601 602 Total assets $ 154,565 $ 151,500 LIABILITIES AND STOCKHOLDERS’ EQUITY Current liabilities: Accounts payable $ 8,910 $ 4,498 Accrued airtime 1,180 1,500 Accrued compensation and employee-related expenses 2,714 5,175 Accrued other 2,496 2,358 Accrued product warranty costs 654 644 Deferred revenue 1,974 1,155 Current operating lease liability 627 547 Liability for uncertain tax positions 817 793 Total current liabilities 19,372 16,670 Long-term operating lease liability 3,661 3,841 Deferred income tax liability 5 5 Total liabilities $ 23,038 $ 20,516 Commitments and contingencies (Notes 2, 10, and 15) Stockholders’ equity: Preferred stock, $ 0.01 par value. Authorized 1,000,000 shares; none issued — — Common stock, $ 0.01 par value. Authorized 30,000,000 shares; 21,294,283 and 21,294,655 shares issued at March 31, 2026 and December 31, 2025, respectively; and 19,477,178 and 19,511,836 shares outstanding at March 31, 2026 and December 31, 2025, respectively 213 213 Additional paid-in capital 169,295 168,900 Accumulated deficit ( 19,547 ) ( 20,135 ) Accumulated other comprehensive loss ( 4,395 ) ( 4,161 ) 145,566 144,817 Less: treasury stock at cost, common stock, 1,817,105 and 1,782,819 shares as of March 31, 2026 and December 31, 2025, respectively. ( 14,039 ) ( 13,833 ) Total stockholders’ equity 131,527 130,984 Total liabilities and stockholders’ equity $ 154,565 $ 151,500 See accompanying Notes to Unaudited Consolidated Financial Statements. 3 KVH INDUSTRIES, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF OPERATIONS (in thousands, except earnings per share amounts, unaudited) Three Months Ended March 31, 2026 2025 Sales: Service $ 28,154 $ 21,642 Product 4,164 3,772 Net sales 32,318 25,414 Costs and expenses: Costs of service sales 18,359 14,235 Costs of product sales 4,400 3,740 Research and development 726 1,187 Sales, marketing and support 5,069 4,960 General and administrative 3,882 3,535 Total costs and expenses 32,436 27,657 Loss from operations ( 118 ) ( 2,243 ) Interest income 595 567 Interest expense ( 6 ) — Other income (expense), net 230 ( 9 ) Income (loss) before income tax expense 713 ( 1,685 ) Income tax expense 125 25 Net income (loss) $ 588 $ ( 1,710 ) Net income (loss) per common share Basic $ 0.03 $ ( 0.09 ) Diluted $ 0.03 $ ( 0.09 ) Weighted average number of common shares outstanding: Basic 19,331 19,492 Diluted 19,427 19,492 See accompanying Notes to Unaudited Consolidated Financial Statements. 4 KVH INDUSTRIES, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) (in thousands, unaudited) Three Months Ended March 31, 2026 2025 Net income (loss) $ 588 $ ( 1,710 ) Other comprehensive (loss) income, net of tax: Foreign currency translation adjustment ( 234 ) 722 Other comprehensive (loss) income, net of tax (1) ( 234 ) 722 Total comprehensive income (loss) $ 354 $ ( 988 ) (1) Tax impact was nominal for all periods. See accompanying Notes to Unaudited Consolidated Financial Statements. 5 KVH INDUSTRIES, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (in thousands, unaudited) Common Stock Additional Paid-in Capital Retained Deficit Accumulated Other Comprehensive Loss Treasury Stock Total Stockholders’ Equity Shares Amount Shares Amount Balance at December 31, 2025 21,295 $ 213 $ 168,900 $ ( 20,135 ) $ ( 4,161 ) ( 1,783 ) $ ( 13,833 ) $ 130,984 Net income — — — 588 — — — 588 Other comprehensive loss — — — — ( 234 ) — — ( 234 ) Stock-based compensation — — 306 — — — — 306 Acquisition of treasury stock — — — — — ( 34 ) ( 206 ) ( 206 ) Exercise of stock options and issuance of restricted stock awards, net of forfeitures ( 1 ) — 89 — — — — 89 Balance at March 31, 2026 21,294 $ 213 $ 169,295 $ ( 19,547 ) $ ( 4,395 ) ( 1,817 ) $ ( 14,039 ) $ 131,527 Common Stock Additional Paid-in Capital Retained Deficit Accumulated Other Comprehensive Loss Treasury Stock Total Stockholders’ Equity Shares Amount Shares Amount Balance at December 31, 2024 21,241 $ 212 $ 167,287 $ ( 12,752 ) $ ( 4,032 ) ( 1,456 ) $ ( 12,090 ) $ 138,625 Net loss — — — ( 1,710 ) — — — ( 1,710 ) Other comprehensive income — — — — 722 — — 722 Stock-based compensation — — 337 — — — — 337 Acquisition of treasury stock — — — — — ( 31 ) ( 163 ) ( 163 ) Exercise of stock options and issuance of restricted stock awards, net of forfeitures ( 21 ) — — — — — — — Balance at March 31, 2025 21,220 $ 212 $ 167,624 $ ( 14,462 ) $ ( 3,310 ) ( 1,487 ) $ ( 12,253 ) $ 137,811 See accompanying Notes to Unaudited Consolidated Financial Statements. 6 KVH INDUSTRIES, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS (in thousands, unaudited) Three Months Ended March 31, 2026 2025 Cash flows from operating activities: Net income (loss) $ 588 $ ( 1,710 ) Adjustments to reconcile net income (loss) to net cash used in operating activities: Provision for credit losses 39 97 Depreciation and amortization 2,445 2,888 Deferred income taxes — 46 (Gain) loss on disposals of fixed assets ( 88 ) ( 27 ) Compensation expense related to stock-based awards and employee stock purchase plan 306 337 Unrealized currency translation loss ( 75 ) 726 Changes in operating assets and liabilities: Accounts receivable ( 3,811 ) ( 1,650 ) Inventories 1,635 971 Prepaid expenses and other current assets ( 11,915 ) ( 351 ) Other non-current assets 101 144 Accounts payable 4,413 ( 964 ) Deferred revenue 848 734 Accrued compensation, product warranty and other ( 2,745 ) ( 2,518 ) Net cash used in operating activities $ ( 8,259 ) $ ( 1,277 ) Cash flows from investing activities: Capital expenditures ( 2,589 ) ( 1,149 ) Cash paid for acquisition of intangible asset ( 8 ) ( 43 ) Proceeds from sale of fixed assets 235 635 Net cash used in investing activities $ ( 2,362 ) $ ( 557 ) Cash flows from financing activities: Proceeds from stock options exercised and employee stock purchase plan 92 1 Purchase of treasury stock ( 206 ) ( 163 ) Net cash used in by financing activities $ ( 114 ) $ ( 162 ) Effect of exchange rate changes on cash and cash equivalents ( 22 ) 24 Net decrease in cash and cash equivalents ( 10,757 ) ( 1,972 ) Cash and cash equivalents at beginning of period 69,910 50,572 Cash and cash equivalents at end of period $ 59,153 $ 48,600 Supplemental disclosure of non-cash investing and financing activities: Amounts in accrued other and accounts payable related to property and equipment additions $ 5 $ 186 See accompanying Notes to Unaudited Consolidated Financial Statements. 7 KVH INDUSTRIES, INC. AND SUBSIDIARIES Notes to Consolidated Interim Financial Statements (Unaudited, all amounts in thousands except per share amounts) (1) Description of Business KVH Industries, Inc. (together with its subsidiaries, the Company or KVH) develops, markets, and supports mobile connectivity and managed services and products for the maritime and land markets. KVH’s service sales primarily represent revenue earned from satellite internet airtime services. 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 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 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. The Company retains ownership of the hardware it provides to AgilePlans customers, who must return the hardware to KVH if they decide to terminate the service. Because KVH does not sell the hardware under AgilePlans, the Company does not recognize any product revenue when the hardware is deployed to an AgilePlans customer. KVH records the cost of the hardware used by AgilePlans customers as revenue-generating assets and depreciates the cost over an estimated useful life of two to five years . Since the Company retains ownership of the hardware, it does not accrue any warranty costs for AgilePlans hardware; however, any maintenance or refurbishment costs on the hardware are expensed in the period these costs are incurred. Service sales also include the distribution of commercially licensed entertainment, including movies, television programming, news, and music, to commercial customers in the maritime market through the KVH Media Group, along with supplemental value-added cybersecurity, email, and crew internet services. In addition, KVH earns monthly usage fees from third-party satellite connectivity services, including VoIP, data and internet services, provided to its Viasat/Inmarsat and Iridium customers who choose to activate their subscriptions with KVH. Service sales also include sales from product repairs and extended warranty sales. KVH’s satellite-only and hybrid products enable maritime 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 maritime vessels, recreational vehicles, buses and automobiles. KVH sells its products through an extensive international network of dealers and distributors. KVH also sells and leases products to service providers and end users. KVH’s maritime leisure business is highly seasonal. Seasonality can also impact the Company’s commercial maritime business, particularly the fishing market, although typically to a lesser degree. Temporary suspensions of the Company’s airtime services typically increase in the fourth and first quarters of each year as leisure boats are placed out of service during the winter months. Historically, the Company has generated the majority of its maritime 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. 8 In February 2024, the Company announced a staged wind-down of its product manufacturing operations. 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 Company expects to continue to facilitate customer transition to third-party hardware products compatible with its mobile satellite communications services. (2) Summary of Significant Accounting Policies Basis of Presentation The accompanying consolidated interim financial statements of KVH Industries, Inc. and its wholly owned subsidiaries have been prepared in accordance with accounting principles generally accepted in the United States of America. The Company has evaluated all subsequent events through the date of this filing. All significant intercompany accounts and transactions have been eliminated in consolidation. The consolidated interim financial statements have not been audited by the Company’s independent registered public accounting firm and include all adjustments (consisting of only normal recurring adjustments) which are, in the opinion of management, necessary for a fair presentation of the financial condition, results of operations, and cash flows for the periods presented. These consolidated interim financial statements do not include all disclosures associated with annual financial statements and accordingly should be read in conjunction with the Company’s consolidated financial statements and related notes included in the Company’s annual report on Form 10-K for the year ended December 31, 2025 filed on March 10, 2026 with the Securities and Exchange Commission. The results for the three months ended March 31, 2026 are not necessarily indicative of operating results for the remainder of the year. Significant Estimates and Assumptions and Other Significant Non-Recurring Transactions The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of the financial statements and the reported amounts of sales and expenses during the reporting periods. The estimates and assumptions used by management affect the Company’s revenue recognition, valuation of accounts receivable, valuation of inventory, valuation of prepaid assets, expected future cash flows (including growth rates, discount rates, terminal values and other assumptions and estimates used to evaluate the recoverability of long-lived assets and goodwill), estimated fair values of long-lived assets (including goodwill, amortization methods and amortization periods), certain accrued expenses and other related charges, stock-based compensation, contingent liabilities, forfeitures and key valuation assumptions for its share-based awards, estimated fulfillment costs for warranty obligations, tax reserves and recoverability of the Company’s net deferred tax assets and related valuation allowance, and the valuation of right-of-use assets and lease liabilities. Although the Company regularly assesses these estimates, actual results could differ materially from these estimates. Changes in estimates are recorded in the period in which they become known. The Company bases its estimates on historical experience and various other assumptions that it believes to be reasonable under the circumstances. Foreign Currency Translation and Transaction 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 (i.e., the date on which the underlying revenue, expense, asset or liability-creating event occurs) are used to record monetary assets and liabilities. Revenue and other expense elements are recorded at rates that approximate the rates in effect on the transaction dates. Foreign currency exchange gains and losses are recognized within “other expense, net” in the accompanying consolidated statements of operations. The Company recorded net foreign currency exchange gains (losses), which are comprised of both realized and unrealized foreign currency exchange gains and losses, in its accompanying consolidated statements of operations of $ 76 and $( 31 ) for the three months ended March 31, 2026 and 2025, 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. Net sales, costs and expenses are translated using average exchange rates in effect during the period. 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. 9 (3) Recently Issued Accounting Standards and Accounting Standards Not yet Adopted In November 2024, the FASB issued ASU No. 2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses. The standard requires public business entities to provide further disaggregated information of relevant expense captions within its consolidated statements of operations. The standard is effective for annual periods beginning after December 15, 2026 and interim periods within annual periods beginning after December 15, 2027. The standard may be applied prospectively or retrospectively. The adoption will result in disclosure changes only. 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. (4) Stockholders' Equity (a) Stock Equity and Incentive Plan The Company recognizes stock-based compensation in accordance with the provisions of ASC Topic 718, Compensation-Stock Compensation . Stock-based compensation expense was $ 302 and $ 335 , excluding $ 4 and $ 2 of compensation expense related to our Amended and Restated 1996 Employee Stock Purchase Plan, or the ESPP, for the three months ended March 31, 2026 and 2025, respectively. As of March 31, 2026, there was $ 2,271 of total unrecognized compensation expense related to stock options, which is expected to be recognized over a weighted-average period of 3.08 years. As of March 31, 2026, there was $ 593 of total unrecognized compensation expense related to restricted stock awards, which is expected to be recognized over a weighted-average period of 1.02 years. Stock Options During the three months ended March 31, 2026, 18 shares of common stock were issued upon the exercise of stock options. No shares were surrendered to the Company to satisfy minimum tax withholding obligations. Additionally, during the three months ended March 31, 2026, 460 stock options were granted and 159 stock options expired, were canceled or were forfeited. During the three months ended March 31, 2025, the Company issued less than 1 shares of common stock upon the exercise of stock options. No shares were surrendered to the Company to satisfy minimum tax withholding obligations. Additionally, during the three months ended March 31, 2025, 525 stock options were granted and 63 stock options expired, were canceled or were forfeited. The Company has historically estimated the fair value of each option grant on the date of grant using the Black-Scholes option-pricing model. The weighted average assumptions utilized to determine the fair value of options granted during the three months ended March 31, 2026 and 2025 are as follows: Three Months Ended March 31, 2026 2025 Risk-free interest rate 3.66 % 3.95 % Expected volatility 41.90 % 40.73 % Expected life (in years) 4.26 4.00 Dividend yield 0 % 0 % As of March 31, 2026, there were 1,543 options outstanding with a weighted average exercise price of $ 6.48 per share and 484 options exercisable with a weighted average exercise price of $ 7.47 per share. As of March 31, 2025, there were 1,415 options outstanding with a weighted average exercise price of $ 7.33 per share and 531 options exercisable with a weighted average exercise price of $ 9.02 per share. 10 Restricted Stock During the three months ended March 31, 2026, no shares of restricted stock were granted and 18 shares of restricted stock were forfeited. Additionally, during the three months ended March 31, 2026, 60 shares of restricted stock vested. During the three months ended March 31, 2025, no shares of restricted stock were granted and 21 shares of restricted stock were forfeited. Additionally, during the three months ended March 31, 2025, 83 shares of restricted stock vested. As of March 31, 2026 and 2025, the Company had no unvested outstanding options and no outstanding shares of restricted stock that were subject to performance-based or market-based vesting conditions. (b) Employee Stock Purchase Plan The Company's ESPP affords eligible employees the right to purchase common stock, via payroll deductions, through various offering periods at a purchase price equal to 85 % of the fair market value of the common stock on the first or last day of the offering period, whichever is lower. During the three months ended March 31, 2026 and 2025, no shares were issued under the ESPP. The Company recorded compensation charges related to the ESPP of $ 4 and $ 2 for the three months ended March 31, 2026 and 2025, respectively. (c) Stock-Based Compensation Expense The following table presents stock-based compensation expense, including expense for the ESPP, in the Company's consolidated statements of operations for the three months ended March 31, 2026 and 2025, respectively: Three Months Ended March 31, 2026 2025 Cost of service sales $ 6 $ 7 Cost of product sales ( 1 ) 5 Research and development ( 6 ) ( 49 ) Sales, marketing and support 48 77 General and administrative 259 297 $ 306 $ 337 (d) Accumulated Other Comprehensive Loss (AOCL) Comprehensive income (loss) includes net income (loss), unrealized gains and losses from foreign currency translation, and unrealized gains and losses on available for sale marketable securities. The components of the Company’s comprehensive income (loss) and the effect on earnings for the periods presented are detailed in the accompanying consolidated statements of comprehensive income (loss). 11 The balances for the three months ended March 31, 2026 and 2025 are as follows: Foreign Currency Translation Total Accumulated Other Comprehensive Loss Balance, December 31, 2025 $ ( 4,161 ) $ ( 4,161 ) Other comprehensive loss ( 234 ) ( 234 ) Balance, March 31, 2026 $ ( 4,395 ) $ ( 4,395 ) Foreign Currency Translation Total Accumulated Other Comprehensive Loss Balance, December 31, 2024 $ ( 4,032 ) $ ( 4,032 ) Other comprehensive income 722 722 Balance, March 31, 2025 $ ( 3,310 ) $ ( 3,310 ) (5) Net Income (Loss) per Common Share Basic net income (loss) per share is calculated based on the weighted average number of common shares outstanding during the period. Diluted net income per share incorporates the dilutive effect of common stock equivalent options, warrants and other convertible securities, if any, as determined with the treasury stock accounting method. For the three months ended March 31, 2025, since there was a net loss, the company excluded 1,141 shares in underlying outstanding stock options and non-vested restricted shares from its diluted loss per share calculation, as inclusion of these convertible securities would have reduced the net loss per share. A reconciliation of the basic and diluted weighted average common shares outstanding is as follows: Three Months Ended March 31, 2026 2025 Weighted average common shares outstanding—basic 19,331 19,492 Dilutive common shares issuable in connection with stock plans 96 — Weighted average common shares outstanding—diluted 19,427 19,492 (6) Inventories Inventories are stated at the lower of cost or net realizable value using the first-in first-out costing method. Inventories as of March 31, 2026 and December 31, 2025 include the costs of material, labor, and factory overhead. Components of inventories consist of the following: March 31, 2026 December 31, 2025 Raw materials $ 6,368 $ 6,455 Work in process 1,988 2,264 Finished goods 4,868 6,140 $ 13,224 $ 14,859 12 (7) Prepaid Expenses and Other Current Assets March 31, 2026 December 31, 2025 Prepaid Starlink pooled data $ 13,832 $ 2,936 Other prepaid expenses and other current assets 6,052 5,044 $ 19,884 $ 7,980 In the fourth quarter of 2025, KVH entered into an agreement to purchase a block of Starlink Global Priority data for $ 45.0 million. The agreement provided KVH flexibility in the development and sales of custom, cost-effective airtime plans using Starlink's Global Priority service. We made an upfront payment of $ 5.0 million upon entry into the agreement, a payment of $ 10.0 million in January 2026 and a payment of $ 6.0 million in February 2026. The remainder of the $ 45.0 million obligation is due in quarterly payments from the second quarter of 2026 through the first quarter of 2027. (8) Property and Equipment Property and equipment, net, as of March 31, 2026 and December 31, 2025 consist of the following: March 31, 2026 December 31, 2025 Leasehold improvements 1,732 1,036 Machinery and equipment 2,147 2,121 Revenue-generating assets 57,439 58,118 Office and computer equipment 8,797 8,038 70,115 69,313 Less accumulated depreciation ( 47,894 ) ( 47,281 ) $ 22,221 $ 22,032 Depreciation expense was $ 2,240 and $ 2,784 for the three months ended March 31, 2026 and 2025, respectively. Certain revenue-generating hardware assets are utilized by the Company in the delivery of the Company's airtime services, media and other content. As of March 31, 2026 and December 31, 2025, the long-lived tangible assets related to the Company’s international subsidiaries were less than 10% of the Company’s long-lived tangible assets. In the third quarter of 2024, the Company commenced its plan to sell the warehouse building and surface parking lot located at 75 Enterprise Center in Middletown, Rhode Island (“75 Enterprise Center”). The sale was completed in September 2025. The Company also entered into an agreement with the buyer to lease this property for the period October 2025 through the end of March 2026, which was subsequently extended through April 30, 2026. Total lease expense under this agreement was $ 0.2 million. The Company has now fully migrated its Rhode Island operations to the leased facility located in Bristol, Rhode Island. 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”). 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. 13 (9) Product Warranty The Company’s products carry standard limited warranties that range from one to two years and vary by product. The warranty period begins on the date of retail purchase or lease by the original purchaser. The Company also offers extended warranties on its products for up to five years . The Company accrues estimated product warranty costs at the time of sale and any additional amounts are recorded when such costs are probable and can be reasonably estimated. Factors that affect the Company’s warranty liability include the number of units sold or leased, historical and anticipated rates of warranty repairs and the cost per repair. Warranty and related costs are reflected within sales, marketing and support in the accompanying consolidated statements of operations. As of March 31, 2026 and December 31, 2025, the Company had accrued product warranty costs of $ 654 and $ 644 , respectively. The following table summarizes product warranty activity during 2026 and 2025: Three Months Ended March 31, 2026 2025 Beginning balance $ 644 $ 607 Charges to expense 89 232 Costs incurred ( 79 ) ( 132 ) Ending balance $ 654 $ 707 (10) 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. (11) Fair Value Measurements ASC Topic 820, Fair Value Measurements and Disclosures (ASC 820), provides a framework for measuring fair value and requires expanded disclosures regarding fair value measurements. ASC 820 defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. ASC 820 also establishes a fair value hierarchy, which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. ASC 820 describes three levels of inputs that may be used to measure fair value : Level 1: Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities. Level 2: 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. Level 3: Unobservable inputs that are supported by little or no market activity and are developed based on the best information available given the circumstances. No financial assets or liabilities were measured at fair value based upon the ASC 820 fair value hierarchy as of March 31, 2026 or December 31, 2025. 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. 14 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. There was no impairment of the Company's non-financial assets noted during the three months ended March 31, 2026 and 2025. The Company does not have any liabilities that are recorded at fair value on a non-recurring basis. (12) Goodwill and Intangible Assets Intangible Assets 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. Recoverability of intangible assets with finite lives and other long-lived assets is measured by a comparison of the carrying amount of an asset or asset group to future undiscounted cash flows expected to be generated by the asset or asset group. Asset groups are determined at the lowest level for which identifiable cash flows are largely independent of the cash flows of other assets and liabilities. If these comparisons indicate that an asset is not recoverable, the Company will recognize an impairment loss for the amount by which the carrying value of the asset or asset group exceeds its related estimated fair value. The Company has determined that the assets within each of the Company's reporting units (Mobile Broadband (MBB) and KVH Media Group (Media)) are highly interrelated and interdependent on each other to generate revenues, and thus independent cash flows are not identifiable at a level lower than that of these reporting units. Accordingly, the Company's asset groups were determined to be its reporting units (MBB and Media). The changes in the carrying amount of intangible assets during the three months ended March 31, 2026 are as follows: Intangible Assets Balance at December 31, 2025 $ 3,717 Amortization expense ( 205 ) Intangible assets acquired in asset acquisition 8 Balance at March 31, 2026 $ 3,520 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 purchase 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. The assets related to the purchase of KVH Industries Norway AS for acquired intellectual property are fully amortized. In January 2017, the Company completed the acquisition of certain subscriber relationships from a third party. This acquisition did not meet the definition of a business under ASC 2017-01, Business Combinations (Topic 805)-Clarifying the Definition of a Business . The Company ascribed $ 100 of the initial purchase price to the acquired subscriber relationships definite-lived intangible assets with an initial estimated useful life of 10 years. Under the asset purchase agreement, the purchase price includes a component of contingent consideration under which the Company is required to pay a percentage of recurring revenues received from the acquired subscriber relationships through 2026 up to a maximum annual payment of $ 114 . The amounts payable under the contingent consideration arrangement, if any, will be included in the measurement of the cost of the acquired subscriber relationships. 15 Acquired intangible assets are subject to amortization. The following table summarizes acquired intangible assets at March 31, 2026 and December 31, 2025, respectively: Gross Carrying Amount Accumulated Amortization Net Carrying Value March 31, 2026 Subscriber relationships $ 92 $ 55 $ 37 Distribution rights 1,250 954 296 Customer and vendor agreements 3,374 187 3,187 Intellectual property 2,284 2,284 — $ 7,000 $ 3,480 $ 3,520 December 31, 2025 Subscriber relationships $ 85 $ 43 $ 42 Distribution rights 1,250 855 395 Customer and vendor agreements 3,374 94 3,280 Intellectual property 2,284 2,284 — $ 6,993 $ 3,276 $ 3,717 Amortization expense related to intangible assets was $ 205 and $ 104 for the three months ended March 31, 2026 and 2025, respectively. Amortization expense was categorized as general and administrative expense. As of March 31, 2026, the total weighted average remaining useful lives of the definite-lived intangible assets was 7.8 years. Estimated future amortization expense for intangible assets recorded by the Company at March 31, 2026 is as follows: Years ending December 31, Amortization Expense 2026 $ 615 2027 375 2028 375 2029 375 2030 375 Thereafter 1,405 Total amortization expense $ 3,520 Goodwill As of March 31, 2026, 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. 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 three months ended March 31, 2026 is as follows: Goodwill Balance at December 31, 2025 $ 732 Acquisitions of goodwill — Balance at March 31, 2026 $ 732 16 (13) Revenue from Contracts with Customers In accordance with ASC 606, revenue is recognized when a customer obtains control of promised products and services. The amount of revenue recognized reflects the consideration which the Company expects to be entitled to receive in exchange for these products and services. Disaggregation of Revenue The following table summarizes net sales from contracts with customers for the three months ended March 31, 2026 and 2025: Three Months Ended March 31, 2026 2025 Service - over time $ 28,154 $ 21,642 Product - point in time 4,164 3,772 Total net sales $ 32,318 $ 25,414 For product sales, the delivery of the Company’s performance obligations is generally transferred to the customer, and associated revenue is recognized, at a point in time. For service sales, the delivery of the Company’s performance obligations is transferred to the customer, and associated revenue is recognized, over time. Revenues for these service agreements are recognized over time using an output method based upon the passage of time, as this provides a faithful depiction of the pattern of transfer of control. The Company’s performance is impacted by the levels of activity in the maritime and land mobile markets, among other factors. 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. Service sales of airtime service accounted for 82 % and 79 % of the Company's consolidated net sales for the three months ended March 31, 2026 and 2025, respectively. The balance of service sales are comprised of distribution of commercially licensed entertainment and news, product repairs, and extended warranty sales. Product sales accounted for 13 % and 15 % of the Company's consolidated net sales for the three months ended March 31, 2026 and 2025, respectively. No other single product class accounts for 10% or more of the Company's 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 76 % and 80 % of consolidated net sales for the three months ended March 31, 2026 and 2025, respectively. Sales to Singapore customers represented 21 % and 23 % of the Company's consolidated net sales for the three months ended March 31, 2026 and 2025, respectively. No other individual foreign country represented 10% or more of the Company's consolidated net sales for the three months ended March 31, 2026 or 2025. Business and Credit Concentrations The Company is potentially subject to financial instrument concentration of credit risk through its cash and cash equivalents. To mitigate these risks, the Company maintains cash and cash equivalents with reputable and nationally recognized financial institutions. As of March 31, 2026, substantially all of the cash and cash equivalents were held by Bank of America, N.A. Concentrations of risk with respect to trade accounts receivable are generally limited due to the large number of customers and their dispersion across several geographic areas. Although the Company does not foresee that credit risk associated with these receivables will deviate from historical experience, repayment is dependent upon the financial stability of those individual customers. 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. 17 No customers accounted for 10% or more of consolidated net sales for the three months ended March 31, 2026. One customer accounted for 13 % of consolidated net sales for the three months ended March 31, 2025. No other customers accounted for 10% or more of consolidated net sales for the three months ended March 31, 2025. One customer accounted for approximately 14 % and 16 % of accounts receivable at March 31, 2026 and December 31, 2025, respectively. One customer accounted for 22 % and 29 % of long-term accounts receivable included in other non-current assets on the consolidated balance sheets related to sales-type leases at March 31, 2026 and December 31, 2025, respectively. Certain components from third parties used in the Company’s products are procured from single sources of supply. The failure of a supplier, including a subcontractor, to deliver on schedule could delay or interrupt the Company’s delivery of products and thereby materially adversely affect the Company’s revenues and operating results. (14) Income Taxes The Company’s effective tax rate for the three months ended March 31, 2026 was 17.5 % compared with ( 1.5 )%, for the three months ended March 31, 2026. The effective income tax rate is based on estimated income for the year, the estimated composition of the income in different jurisdictions and discrete adjustments, if any, in the applicable periods, including retroactive changes in tax legislation, settlements of tax audits or assessments, and the resolution or identification of tax position uncertainties. For the three months ended March 31, 2026 and 2025, the effective tax rates differed from the statutory tax rate primarily due to the Company maintaining a valuation allowance reserve on its U.S. deferred tax assets, discrete tax adjustments and the composition of income from foreign jurisdictions taxed at lower rates. As of March 31, 2026 and December 31, 2025, the Company had reserves for uncertain tax positions of $ 817 and $ 793 , respectively. There were no material changes during the three months ended March 31, 2026 to the Company’s reserve for uncertain tax positions. The Company estimates that it is reasonably possible that the balance of unrecognized tax benefits as of March 31, 2026 may decrease $ 9 in the next twelve months as a result of a lapse of statutes of limitations 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. In general, the statute of limitations with respect to the Company's United States federal income taxes has expired for years prior to 2022, and the relevant state and foreign statutes vary. 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 enactment of the OBBBA did not materially affect the Company's consolidated financial statements. 18 (15) Leases Lessee The Company has operating leases for office facilities, equipment, and satellite service capacity and related equipment. Lease expense was $ 116 and $ 271 for the three months ended March 31, 2026 and 2025, respectively. Short-term operating lease costs were $ 24 and $ 22 for the three months ended March 31, 2026 and 2025, respectively. Maturities of lease liabilities as of March 31, 2026 under operating leases having an initial or remaining non-cancelable term of one year or more are as follows: Remainder of 2026 $ 622 2027 $ 836 2028 756 2029 and thereafter 2,936 Total minimum lease payments $ 5,150 Less amount representing interest $ ( 862 ) Present value of net minimum operating lease payments $ 4,288 Less current installments of obligation under current-operating lease liabilities $ 627 Obligations under long-term operating lease liabilities, excluding current installments $ 3,661 Weighted-average remaining lease term - operating leases (years) 6.41 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 has fully migrated its Rhode Island operations to this leased facility. The Company's costs of sales and operational expenditures will include lease expense at the rate of approximately $ 0.6 million for the first year of the lease (excluding three months of free rent), with fixed annual increases thereafter. The lease agreement is for a term of 87 months with an option to extend the lease an additional 10 years. This lease agreement resulted in a right of use asset and operating lease liabilities of approximately $ 3,600 as of March 31, 2026. Lessor The Company enters into leases with certain customers primarily for the TracNet and TracPhone VSAT systems. These leases are classified as sales-type leases because title to the equipment transfers to the customer at the end of the lease term. The Company records the leases at a price typically equivalent to normal selling price and in excess of the cost or carrying amount. Upon delivery, the Company records the net present value of all payments under these leases as product revenue, and the related costs of the product are charged to cost of sales. Interest income is recognized throughout the lease term (typically three to five years ) using an implicit interest rate. 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 $ 2,490 as of March 31, 2026 and the non-current portion of the net investment in these leases was $ 2,187 as of March 31, 2026. 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 $ 90 and $ 102 during the three months ended March 31, 2026 and 2025, respectively. 19 The future undiscounted cash flows from these leases as of March 31, 2026 are: Remainder of 2026 $ 2,169 2027 1,787 2028 851 2029 186 2030 23 Total undiscounted cash flows $ 5,016 Present value of lease payments $ 4,677 Difference between undiscounted cash flows and discounted cash flows $ 339 (16) Restructuring On February 9, 2024, the Board of Directors of the Company voted to implement a staged wind-down of the Company’s manufacturing activities. The Board made this determination following a strategic review of the Company’s manufacturing operations, driven by reduced demand for the Company’s hardware products in the face of intensifying competition during the third and fourth quarters of 2023. 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 by the end of 2026. 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 our Bristol, Rhode Island location. (17) Segment Information 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 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. The key measure of segment profit or loss that the CODM uses to allocate resources and assess performance is the Company’s consolidated net income (loss). This is reviewed against budgeted expectations to assess segment performance and allocate resources. The Company’s segment net income for the three months ended March 31, 2026 and 2025 consisted of the following: 20 Three Months Ended March 31, 2026 2025 Sales: Service $ 28,154 $ 21,642 Product 4,164 3,772 Net Sales 32,318 25,414 Cost of service sales VSAT airtime 8,081 11,195 LEO airtime 8,245 2,545 Other (1) 2,033 495 18,359 14,235 Cost of product sales VSAT 399 594 LEO 2,025 1,455 TracVision & land mobile 271 620 Other (2) 1,705 1,071 4,400 3,740 Research and development Personnel costs 563 951 Professional fees 26 38 Other (3) 137 198 726 1,187 Sales, marketing and support Personnel costs 3,613 3,231 Professional fees 256 220 Other (4) 1,200 1,509 5,069 4,960 General and administrative Personnel costs 2,073 1,878 Professional fees 574 636 Other (5) 1,235 1,021 3,882 3,535 Long-lived asset impairment charge — — Other segment items (6) ( 706 ) ( 533 ) Net income (loss) $ 588 $ ( 1,710 ) (1) Includes costs related to Viasat/Inmarsat, service activations, content service, CommBox Edge 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 (4) Includes marketing expenses, external commissions, travel and entertainment, facilities expense, warranty expense and other less significant expenses (5) Includes the financing fees, facilities expense, computer expenses, depreciation and amortization and other less significant expenses 21 (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 $ 26,451 for the period end March 31, 2026, $ 9,797 of these assets are located inside of the United States. Regarding the assets located outside of the United States, $ 5,529 are located in Singapore. The geographic location of the Company's AgilePlans revenue-generating assets has been determined based upon the customer shipping address. Regarding the Company's long-lived assets of $26,414 for the period ended December 31, 2025, $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. (18) 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 $ 10,000 . On March 6, 2026, the Board of Directors of our Company authorized an increase in the size of the repurchase program from $ 10,000 to $ 15,000 . 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. During the three months ended March 31, 2026, the Company repurchased 34 shares of common stock in open market transactions at a cost of approximately $ 206 . Except as noted above, there were no other repurchase programs outstanding. (19) 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. 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. 22