What changed in this filing

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Item 1. Business

2026-03-19 compared with 2025-03-31 · 94 added, 145 removed, 131 unchanged (65% of the section changed)

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The Company collects this space-based data through its proprietary constellation of multi-purpose nanosatellites.

The Company designs, manufacturers, integrates, and operates its own satellites and ground stations to deliver unique end-to-end comprehensive solutions.

The Company offers the following three data solutions to customers:

Maritime, Aviation, and Weather and Climate.

As a fourth solution, the Company is providing “space-as-a-service” through its Space Services solution.

The Company is headquartered in Vienna, Virginia and has several wholly owned operating subsidiaries in the United States, United Kingdom, Luxembourg, Singapore, Australia, Germany, and Canada.

The Company designs, manufactures, integrates, and operates its own satellites and ground stations to deliver unique end-to-end comprehensive solutions.

We are headquartered in Vienna, Virginia, and have wholly owned operating subsidiaries in the United States (“U.S.”), United Kingdom, Luxembourg, Singapore, Germany, and Canada.

On August 16, 2021, Spire Global Subsidiary, Inc.

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and Legacy Spire changed its name to Spire Global Subsidiary, Inc.

On April 25, 2025, we completed the sale of our maritime business to Kpler Holding SA for approximately $238.9 million (the “Maritime Transaction”).

The sale did not include any portion of our satellite network or operations.

As part of the transaction, a portion of the proceeds was used to settle a prior dispute with L3Harris Technologies, Inc.

(“L3Harris”) pursuant to a settlement agreement, providing for the full and complete resolution and release of all disputes asserted in connection with the A&R L3 Harris Agreement between exactEarth and L3 Harris, and to repay all outstanding obligations under our financing agreements, including the Blue Torch Finance LLC (“Blue Torch”) and Strategic Innovation Fund (“SIF”) loan facilities.

Our principal executive office is located at 8000 Towers Crescent Drive, Suite 1100, Vienna, Virginia 22182, and our telephone number is (202) 301-5127.

In this Annual Report on Form 10-K, Spire Global, Inc.

(together with its subsidiaries) is referred to as “Spire,” the “Company,” “we,” “us,” or “our.”

Spire is a global provider of space-based data, analytics and space services, offering unique datasets and powerful insights about Earth so that organizations can make decisions with confidence in a rapidly changing world.

Spire builds, owns, and operates a fully deployed satellite constellation.

We believe it is one of the world’s largest “listening” constellations, observing the Earth in real time using radio frequency technology.

The data acquired by our multipurpose satellites provide global weather intelligence, ship and plane movements, and spoofing and jamming detection to better predict how their patterns impact economies, global security, business operations and the environment.

We also offer Space as a Service solutions that empower customers to leverage our established infrastructure to put their business in space.

We provide customers these solutions through an application programming interface (“API”) infrastructure.

On November 13, 2024, we entered into a Share Purchase Agreement (the “Purchase Agreement”) with Kpler Holding SA, a Belgian corporation (“Buyer”), pursuant to which we agreed to sell our maritime business to Buyer and enter into certain ancillary agreements (the “Transactions”).

The maritime business to be sold pursuant to the Transactions does not include any part of our satellite network or operations.

The purchase price to be paid by Buyer to us at the closing of the Transactions is a cash payment based upon an enterprise value of $233.5 million, subject to certain adjustments.

The Transactions also include a twelve-month transition service and data provision agreement for $7.5 million.

We are a global provider of space-based data, analytics, and space services, offering unique datasets and powerful insights about Earth so that organizations can make decisions with confidence in a rapidly changing world.

We build, own, and operate a fully deployed constellation of multi-purpose nanosatellites that observe the Earth in real time using radio frequency (“RF”) technology.

The data acquired by our satellites provide global weather intelligence, aircraft and ship movements, and spoofing and jamming detection to help predict how these patterns affect economies, global security, business operations, and the environment.

Additionally, we deliver space-based intelligence through a mission-ready satellite network and military-grade analytics.

Our platform supports persistent signal monitoring, source detection, and asset tasking across any global region of interest.

We also offer Space Services solutions that enable our customers to deploy and scale their own constellation, by leveraging our proven space platform, global ground station network, end-to-end manufacturing facility, and extensive launch partnership network.

We operate in the “listening” (radio frequency) satellite market.

We do not operate in the “looking” (imagery) or “talking” (communications) satellite markets.

Our Data Solution Offerings

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The data is then autonomously moved from ground stations to proprietary data warehouses for cleansing, standardization, fusion and analysis.

Via the SpireSight API, our customers receive proprietary data, analysis, and predictive data and solutions delivered seamlessly in real and near real-time.

We collect data from space once and can sell it an unlimited number of times without added cost.

The four forms of data we sell to customers are:

Our customers receive proprietary data, analysis, and predictive data and solutions delivered seamlessly in real and near real-time.

For each data solution, we have the capability to offer customers a variety of features and additional value.

The four forms of data we monetize are:

• Clean data :

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Big data, artificial intelligence (“AI”), and machine learning (“ML”) algorithms applied to fused data sets to create predictive analytics and insights;

• Data solutions:

Data-driven actionable recommendations to solve specific business problems, utilizing the full spectrum of our data analytics suite.

We monetize our proprietary solutions across a broad and growing range of current and target industries including agriculture, logistics, financial services, insurance, aerospace, energy, fishing, academia and real estate, among others.

The largest industries we currently serve include maritime, aviation and government (civil and defense).

We provide current and historical data, insights and predictive analytics for highly accurate ship monitoring, real-time and near real-time vessel updates, port operations, ship safety and route optimization.

We leverage the International Maritime Organization automatic identification system (“AIS”) standard, which is an automatic tracking system that uses transceivers on ships to provide geographic location data through historical or live satellite AIS (S-AIS) data as observed by our satellites and terrestrial AIS (T-AIS) data.

Dynamic AIS (D-AIS) provides greater vessel tracking data in high traffic zones.

AIS-based maritime solutions increase global maritime domain awareness, facilitate coastline policing, the protection of offshore assets, and provide greater ocean coverage.

We monetize our proprietary solutions across a broad and growing range of current and target governments and industries including agriculture, logistics, financial services, insurance, aviation operations, energy, and academia, among others.

The solutions we provide include space reconnaissance, aviation, weather and climate, and space services.

Space Reconnaissance

Over the past several years, geopolitical conflicts have brought the importance of global security to the world’s attention.

Our satellites scan the RF spectrum across land, sea, and air, giving organizations the situational awareness they need to respond decisively to emerging threats.

These mission-critical insights support defense, intelligence, and national security operations.

Key applications include:

• Tracking vessels globally:

Precise vessel tracking using AIS data helps owners and operators know where vessels are located.

Customers can run queries by Maritime Mobile Service Identity (MMSI), vessel name, call signs, AIS class type and more.

• Supply chain and port operations:

Expected time of arrival and vessel tracking data enables shippers, third-party logistic companies and ports to optimize routes, minimize delays and time at port, plan berths and orchestrate last mile delivery.

• Optimizing fuel efficiencies:

Smart route planning, identification of busy shipping lanes, weather forecasts and port selection enable customers to effectively manage fuel costs.

• Monitoring illegal activities and compliances:

Real-time, position validation solutions help facilitate organizations to secure fishing territories, protect underwater infrastructure and analyze maritime incidents.

• Analyzing commodity trading:

Fuel, grain, building materials and precious metals are all traded by sea.

Our customers track the shipment of commodities by ship type and port calls to identify patterns and analyze global commodity flows.

Pursuant to the Purchase Agreement with Buyer, we agreed to sell our maritime business (the “Maritime Business ”) to Buyer.

Among other things, the Purchase Agreement contemplates that we will complete a pre-closing reorganization to segregate the Maritime Business into certain existing and to-be-formed entities, which will then be conveyed to the Buyer or its designated affiliates, subject to the terms and conditions set forth in the Purchase Agreement.

The Maritime Business includes, among other things, contracts with customers of the our maritime AIS data tracking service (other than customers associated with the U.S.

federal government), certain related supply agreements, personnel supporting the business, and the equity of exactEarth Ltd.

It does not include any part of the our satellite network or operations, which will be retained following the Transactions.

The Purchase Agreement provides for the parties to enter into a data supply agreement pursuant to which Buyer will provide certain data to the our affiliate following the closing.

• RF fingerprinting :

Catalog and track unique signal behaviors to identify recurring emitters, detect spoofing, or monitor suspect transmissions over time.

• Very High Frequency/Ultra High Frequency (“VHF”/“UHF”) voice extracts:

Recover audio from unencrypted communications in VHF and UHF bands, supporting voice-based threat assessment and analysis of hostile or suspicious activity.

• Signal detection & geolocation :

Trigger intelligence, surveillance, and reconnaissance asset tasking or sensor activation with near-real-time event notifications for rapid coordination in complex or short-lived scenarios.

• RF Monitoring:

Continuously monitor low-frequency RF activity with near global coverage from low earth orbit for persistent situation awareness, even in geographically challenging and remote regions.

• Jamming & spoofing detection:

Monitor L-band global navigation satellite system (“GNSS”) signals to identify jamming, spoofing, and anomalous behavior near airports, along borders, or across maritime zones.

• Emitter geolocation:

Locate interference sources using time difference of arrival, frequency difference of arrival, and doppler analysis, with high revisit rates for tracking mobile or low-power emitters in dynamic environments.

We provide global satellite-based aircraft tracking data to power applications, drive decision making and improve cost efficiencies.

We utilize International Civil Aviation Organization-backed ADS-B aircraft tracking data to provide a near real-time precision and situational awareness.

We utilize International Civil Aviation Organization-backed Automatic Dependent Surveillance-Broadcast (“ADS-B”) aircraft tracking data to provide near real-time precision and situational awareness.

Using ADS-B, customers can track the overall operational status of aviation assets and relevant weather conditions along a given aircraft’s flight path or in particular areas of interest around the world.

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• Flight tracking :

We generate near real-time information on the movements of all ADS-B equipped aircrafts across continents and oceans for a long suite of regulatory and operations applications.

We generate near real-time information on the movements of all ADS-B equipped aircrafts across continents and oceans for a large suite of regulatory and operations applications.

• Estimated time of arrival/on-time performance:

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Weather and Climate

The world is continuing to see extreme weather events which can result in lost trading and business opportunities, and result in significant damage and cost.

We believe that more accurate weather data, prediction technologies and analytics will play an increasingly important role in helping to devise strategies to respond to extreme weather events.

We provide space-based data, AI-powered insights and predictive weather analytics to empower the world to optimize costs, increase safety, boost decarbonization and make optimal business decisions.

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Our satellite constellation collects near real-time data from every layer of the atmosphere, even at traditionally difficult high altitudes, polar areas, and remote oceanic regions.

This data is used to power Spire's Global Weather forecast system and enable enhanced forecast accuracy across the planet, especially improving the quality in areas that are traditionally under-observed.

Through the use of Global Navigation Satellite System Reflectometry (“GNSS-R”), Spire captures information about precipitation, soil moisture and flooding, as well as ocean winds and wave roughness, and ice thickness, extent and age on the polar caps.

This data is used to power Spire's Global Weather forecasting system and enable enhanced forecast accuracy across the planet, especially improving the quality in areas that are traditionally under-observed.

extent and age on the polar caps.

We also offer weather solutions including Deep Navigation Analytics, a weather intelligence platform for the maritime industry;

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and High Resolution Weather Forecast, a regional high-resolution weather forecasting service designed to meet the critical demands of the energy and commodity markets.

These tools provide immense value to governments, commercial companies, and individuals across the world, including the following sample of applications:

These tools provide immense value to governments and commercial companies across the world, including the following sample of applications:

• Weather forecasting :

Space-based RO data offers global measurements to greatly enhance the accuracy of weather forecasts, providing industries such as agriculture, energy and utilities, and supply chain with highly detailed forecasting across their operational regions.

Space-based RO data offers global measurements to greatly enhance the accuracy of weather forecasts, providing industries such as agriculture, energy and utilities, and supply chain analysis with highly detailed forecasting across their operational regions.

• Asset protection:

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Space Services

Built on 600+ years of space heritage, we offer Space as a Service solutions that empower our customers to leverage our established infrastructure to put their business in space.

Our Space Services solutions are built upon our vertically integrated capabilities, global ground station network and cloud infrastructure to revolutionize how customers access space.

Akin to cloud-based services like Amazon Web Services (“AWS”), Microsoft Azure, and Google Cloud Platform, we provide customers fast, scalable and reliable access to space data at a fraction of the cost and time it historically took by leveraging the same operational infrastructure we use for our own data and analytics solutions across maritime, aviation, and weather and climate.

Our Space Services solutions empower our customers to leverage our established infrastructure to put their businesses in space.

These solutions are built on our vertically integrated capabilities, global ground station network, and cloud infrastructure to enable customers to access space efficiently.

We provide customers fast, scalable, and reliable access to space data at a fraction of the cost and time it historically required by leveraging the same operational infrastructure we use for our own data and analytics solutions across aviation and weather and climate.

In doing so, customers are able to convert high capital expenditures typically recognized at the outset into affordable and recurring operating expenditures through a flexible subscription-based pricing model.

Our launch schedule and end-to-end LEMUR design and manufacturing process allow customer sensors to go from design to launch in a matter of months, as opposed to three to five years–common under legacy satellite development.

Our Space Services offering allows us to quickly and efficiently put a satellite into service for our customers while they focus on what they do best.

Our customers can deploy their own applications and sensors into space quickly and efficiently with our diverse offerings:

• Software in Space :

Deploy customer software to existing satellites, using Software Defined Radios (SDR) in space without the need to launch a dedicated spacecraft.

• Payload in Space :

Host customer payloads on trusted, fully integrated space, ground and web platform.

• Solution in Space:

Customers partner with Spire to build a custom end-to-end solution from payload development to mission operations.

• Operation in Space:

Customers can access Spire’s ground infrastructure and APIs to operate their existing or future satellites.

Our launch schedule and end-to-end LEMUR design and manufacturing process allow customer sensors to progress from design to launch faster than the three to five year timelines under legacy satellite development.

Our Space Services solution allows us to quickly and efficiently put satellites into service for our customers, while they focus on their core business.

On April 25, 2025, we completed the sale of our maritime business.

We retained certain maritime operations related to our U.S.

federal government customers, including certain AIS-based vessel tracking services.

We expect this business to decline over time as we focus on other strategic priorities.

Our Technology Platform

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We have developed a configurable nanosatellite platform called LEMUR, which is used to deploy data-generating sensors into space and provide all necessary resources for them to be operated efficiently, including power, pointing, data communications and onboard processing.

As of December 31, 2024, the LEMUR platform has accumulated over 600 years of space flight heritage, with more than 199 satellites deployed.

LEMUR is compatible with a significant number of available launch vehicles, having completed more than 43 launch campaigns on ten unique vehicles.

Our space operations experience includes deploying more than 200 LEMUR satellites since our inception.

We expect to have more than 75 satellites operating in our constellation by the end of 2026.

• Software-defined radio frequency sensors:

We have developed a number of software-defined-radio based sensors, including AIS receivers, ADS-B receivers, and GNSS radio occultation (GNSS-RO) receivers.

We have developed a number of software-d efined-radio based sensors, including AIS receivers, ADS-B receivers, and GNSS radio occultation (“GNSS-RO”) receivers.

These sensors are used to produce the proprietary datasets used in our data and analytics solutions.

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• Automated operations system:

We have developed a cloud-based automated operations system, which allows us and users of our Space Services solution to operate sensors hosted on the LEMUR nanosatellite platform seamlessly through a web-based API.

The operations system includes proprietary optimization algorithms which allow coordinated operations of multiple satellites, enabling us and our Space Services users to scale operations of constellations efficiently.

Industry Background

We believe technological advancements and the rapid pace of innovation continue to drive the commercialization of spaced-based data, analytics, and insights, making them more relevant to businesses, governments and to the public at large.

Furthermore, we believe that the demand for data that can be collected from space is growing rapidly, while the cost of access to space is falling.

Key trends in the new space economy include the growth in the number of constellations and the availability of space-based data, the shift in user demand from data toward analytics and insights, climate change adaptation, global security concerns, and advancements in on-board technologies.

Growth in the number of constellations and the availability of data

One of the biggest drivers of growth in our industry has been the growth in the number of satellites orbiting the Earth and the increasing amounts of data being made available by them.

Satellites continue to evolve into smaller forms, as small as a breadbox with significant capabilities.

These smaller satellites are less expensive to build and easier to launch than legacy satellites.

These small satellite constellations are disrupting the space industry due to their rapid pace of innovation (aligned with a 10-fold improvement in capability per kilogram every five years), deployment cycles and lower cost to deploy in orbit.

Demand for data analytics

Users are increasingly demanding not only data, but also analytics and insights.

Advancements in technologies such as big data and cloud-based processing allow for massive amounts of data to be not only stored, but also analyzed in real-time, providing users with faster, more meaningful data, analytics and insights.

AI, ML and the application of specified algorithms continue to improve insights and predictive analytics.

Climate change response

The world is seeing a higher number of weather-related events that are causing significant damage and cost.

The pace has only quickened in recent years.

According to the National Oceanic and Atmospheric Administration, there were 27 severe weather events in the United States in 2024, with each one having losses that exceeded one billion dollars.

This was just shy of the

record 28 such events in 2023.

The response to the world’s problem of global warming and climate change over the past several decades has been largely focused on efforts to reduce greenhouse gas emissions.

More recently, there has been a growing realization that the world lacks sufficient tools to anticipate and respond effectively to extreme weather events and climate change, and that more of our efforts and investment should be focused on how we can best protect vulnerable populations, infrastructure, land and the impact to the global economy.

We believe that more accurate weather and climate data, prediction technologies and analytics will play an increasingly important role in helping to devise strategies to maintain water quality and availability, modify land use, protect and preserve coastal land and development, manage stormwater logistics, mitigate the spread of wildfires, repair and retrofit vulnerable facilities and maximize the use of green infrastructure.

Global security response

Over the past two years, geopolitical conflicts have brought the importance of global security to the world’s attention.

In dynamic times, truth and transparency have never been more important.

Spire has approximately 40 geolocation-capable satellites in-orbit that can detect jamming, spoofing, or the locations of objects such as sanctioned vessels or aircraft, through the use of radio frequency.

Our satellites work day and night, in good weather or bad, and observe the entirety of the Earth’s surface area, 200 times a day on average, providing valuable insights in a rapidly changing environment.

Given the investments and technological advancements the private sector has made over the last several years, there is a growing recognition of the necessity of public/private partnerships to tackle complex, global challenges.

Governmental agencies have noted that the relationship with the commercial satellite sector is vital.

A diversified architecture encompassing both governmental and commercial satellites, in varying constellation sizes and orbits, provides resilience to the space-based ecosystem.

Spire has a fully deployed constellation with over 199 satellites launched and is a meaningful member of that ecosystem.

Advancements in on-board technologies

Rapid innovation in space technology infrastructure, including communication devices and sensors, has improved data download times and spatial resolution and measurement accuracies, allowing for better space-based data, analytics and insights to be delivered faster.

Before space-based data, legacy solutions were often burdened with substantial shortcomings in terms of coverage and safety.

For instance, before the advent of Automatic Dependent Surveillance-Broadcast (“ADS-B”), aviation stakeholders were blind to the vast majority of global aerospace activity, as terrestrial-based solutions were unable to track aircraft over oceans.

This occasionally resulted in tragedies like that of Malaysia Airlines Flight 370, which disappeared in March 2014 while flying a routine route from Kuala Lumpur to Beijing.

As of December 2024, our sensors covered the entirety of the globe over 200 times per day on average, including remote areas where terrestrial AIS, ADS-B and atmospheric weather information are out of reach.

Our constellation already has Radio Frequency links (RF links) in-orbit and we have successfully completed an in-orbit technology demonstration of Optical Intersatellite Links (“OISLs”).

An effective rollout of this technology throughout our constellation will create a mesh network in a similar way to how personal computers were linked with one another through the internet.

We believe OISLs will enable us to deliver more data faster and with higher resiliency to interference, higher security, and higher efficiency.

Lastly, the computing power on-board satellites in-orbit continues to improve.

Spire launched its first supercomputer in-orbit with a teraflop of data processing capability in October 2020 and has iterated on the technology since to meet the needs of Space Services customers and enhance the data solutions delivered to customers.

We have developed a cloud-based automated operations system, which allows us and users of our Space Services solutions to operate sensors hosted on the LEMUR nanosatellite platform seamlessly through a web-based API.

The operations system includes proprietary optimization algorithms which allow coordinated operations of multiple satellites, enabling us and our users to scale operations of constellations efficiently.

Sales and Marketing

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We invest substantial resources in research and development to enhance our product portfolio and services.

We believe the enhancement of our solutions and the timely development of new services and features is essential to maintaining our competitive position, and we incorporate suggestions and feedback from our customers into our services.

Our research and development teams work closely with operations to monitor and maintain the high availability of all our services.

Additionally, the research and development team works closely with our sales team to collect market and customer feedback to enhance our portfolio.

Our research and development organization is distributed across the United States, Canada, Luxembourg, Germany, Scotland and Singapore, each of which we believe is a strategic advantage for us, allowing us to develop capabilities more efficiently.

The maritime, aviation, and weather and climate data industries are fragmented and highly competitive and characterized by rapid changes in technology, customer requirements and industry standards and frequent introductions of improvements to existing offerings.

Our primary competitors in these industries include companies that specialize in one or more services similar to those offered by us on a local or regional basis.

We also compete with global, national, regional and local firms and government entities specializing in our industries.

Some of our primary competitors include, in our maritime data vertical, Orbcomm Inc., in our aviation data vertical, Aireon LLC, and in our weather and climate data vertical, PlanetiQ with respect to our radio occultation data services.

Some of our primary competitors also include analytics companies such as AccuWeather, Inc., Weathernews Inc., DTN, LLC, Tomorrow.io, Climavision and The Weather Company with respect to predictive analytics.

We compete with companies such as AAC Clyde Space, GomSpace A/S, NanoAvionics LLC, ISISSpace and Open Cosmos Ltd.

in our Space Services channel.

We believe the enhancement of our solutions and the timely development of technology, new services and features is essential to maintaining our competitive position, and we incorporate suggestions and feedback from our customers into our services.

Our space reconnaissance, aviation, weather and climate, and Space Services solutions are in markets that are fragmented and highly competitive and characterized by rapid changes in technology, customer requirements and industry standards and frequent introductions of improvements to existing offerings.

The principal competitive factors for companies in our verticals are:

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long-term business viability, customer satisfaction, brand awareness and reputation.

Some of our primary competitors include Aireon LLC in our aviation data vertical, PlanetiQ with respect to our radio occultation data services in our weather and climate data vertical, and HawkEye360 in our space reconnaissance vertical.

We also compete with companies such as Muon Space for our Space Services solution.

We believe that we compare favorably with our competitors on the basis of the factors listed above.

The industries in which we compete are dynamic and require constant change and innovation, and we plan to continue to evolve our technology to provide our customers with comprehensive data and analytics that protect our environment and our communities, transform global

logistics and contribute to economic stability.

Our innovation and focused execution have allowed us to quickly extend our network and our reach, and we plan to continue our efforts to expand within our existing industries and enter new industries and geographies in the future.

However, we could face significant risks to our business, financial condition and results of operations as a result of competition.

For additional information, see the section titled “Risk Factors—Risks Related to Our Industry and Business—We face intense competition and could face pricing pressure from, and lose market share to, our competitors, which would adversely affect our business, financial condition, and results of operations.”

In addition to the “listening” (radio frequency) satellite market, there is a “looking” (imagery) satellite market, and a “talking” (communications) satellite market shown below.

We do not compete in the “looking” or “talking” satellite markets, nor do we see any significant competition across the “looking,” “talking,” or “listening” satellite markets.

For additional information, see “Risk Factors—Risks Related to Our Industry and Business— We face competition and could face pricing pressure from, and lose market share to, our competitors, including as a result of rapid technological changes in the satellite industry or new service solutions, which could adversely affect our business.

” in Part I, Item 1A of this Annual Report on Form 10-K.

Intellectual Property

Our success depends in part upon our ability to safeguard our core technology and other intellectual property protection for our technology, inventions, improvements, proprietary rights, and other assets.

We seek to accomplish that objective by establishing intellectual property rights in and protecting those assets through a combination of patents, patent applications, registered and unregistered trademarks, copyrights, trade secrets, license agreements, confidentiality procedures, non-disclosure agreements with third parties, and other contractual measures.

Our success depends in part upon our ability to safeguard and protect our core technology and other intellectual property for our technology, inventions, improvements, proprietary rights, and other assets.

We seek to accomplish that objective through establishing intellectual property rights in and protecting those assets through a combination of patents, patent applications, registered and unregistered trademarks, copyrights, trade secrets, license agreements, confidentiality procedures, non-disclosure agreements with third parties, and other contractual measures.

We also license data and software from third parties for integration into our business, including open-source software and other software available on commercially reasonable terms.

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However, we cannot assure you that the steps taken by us will prevent misappropriation of our technology.

For additional information, see “Risk Factors—Risks Related to our Technology, Research and Development, Technical Infrastructure, and Operations— Any failure to obtain, maintain, protect, or enforce our intellectual property and proprietary rights could harm our business, financial condition, and results of operations.

” in Part I Item A of this Annual Report on Form 10-K.

Despite our efforts to protect our proprietary rights, unauthorized parties may attempt to copy aspects of our offerings or obtain and use information that we regard as proprietary.

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The laws, procedures and restrictions on which we rely may provide only limited protection, and any of our intellectual property rights may be challenged, invalidated, circumvented, infringed or misappropriated.

In addition, the laws of some foreign countries do not protect our proprietary rights to the same extent as the laws of the United States, and many foreign countries do not enforce these laws as diligently as government agencies and private parties in the United States.

In addition, the laws of some foreign countries do not protect our proprietary rights to the same extent as the laws of the U.S, and many foreign countries do not enforce these laws as diligently as government agencies and private parties in the U.S.

Our industry is characterized by the existence of a large number of patents and frequent claims and related litigation regarding patent and other intellectual property rights.

From time to time, third parties may assert claims of infringement, misappropriation, and other violations of intellectual property against us or our customers, with whom our agreements may obligate us to indemnify against these claims.

Employees and Human Capital Resources

Our human capital resources objectives include, as applicable, identifying, recruiting, retaining, incentivizing and integrating our existing and new employees.

In addition to competitive base salaries and cash compensation, the principal purposes of our equity incentive plans are to attract, retain, and reward personnel through the granting of stock-based compensation awards, in order to increase stockholder value and the success of our company by motivating such individuals to perform to the best of their abilities, achieve our objectives and think like owners when making decisions.

As of December 31, 2024, we had 447 employees located in seven countries, of which 434 were full-time employees.

As of December 31, 2025, we had 377 employees located in 9 countries, of which 372 were full-time employees.

In addition, we engage contractors and third-party service providers in connection with certain projects.

In certain countries in which we operate, we are subject to local labor law requirements which may automatically make employees subject to industry-wide collective bargaining agreements.

None of our U.S.

employees are represented by a labor union or covered by a collective bargaining agreement with respect to their employment with us.

None of our employees are currently represented by a labor union or covered by a collective bargaining agreement with respect to their employment with us.

We have not experienced any work stoppages, and we consider our relations with our employees to be good.

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Our business is subject to regulation by various federal, state, local and foreign governmental agencies, including agencies responsible for monitoring and enforcing laws and regulations related to the deployment and operation of satellites, ground stations, privacy and data protection, intellectual property, investment screening, labor and employment, worker classification, product safety, economic sanctions, anti-trust laws, anti-money laundering laws, anti-bribery laws, import and export controls, federal securities laws and tax laws and regulations.

Our business requires licenses and permits from the Federal Communications Commission (“FCC”) and review by other agencies of the U.S.

Our business requires licenses and permits from the Federal Communications Commission (“FCC”) and review by other agencies of the U.S government as well as from non-U.S.

regulators and governments.

License approval can include an interagency review of safety, operational, radio frequency interference, national security, foreign policy and international obligations implications, as well as a review of foreign ownership.

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If we do not obtain required authorizations in the future, we will not be able to operate our planned satellites.

If we obtain a required authorization but do not meet milestones regarding the construction, launch and operation of a satellite by deadlines that may be established in the authorization, we may lose our authorization to operate a satellite using certain frequencies in an orbital location.

If we obtain a required authorization but do not meet licensing requirements regarding the construction, launch and operation of a satellite, we may lose our authorization to operate a satellite using certain frequencies in an orbital location.

We hold FCC and foreign governmental licensing authority licenses, permits and approvals for our satellite constellations and earth stations.

As we build out our satellite constellation, we will require new licenses, permits and approvals from the FCC and/or foreign governmental licensing authorities or modifications to existing licenses, permits and approvals.

As we build out our satellite constellation, we may require new licenses, permits and approvals from the FCC, other governmental agencies and/or foreign governmental licensing authorities or modifications to existing licenses, permits and approvals.

Changes to our satellite constellation and earth stations may also require prior approval from the FCC or other governmental authorities, which can take time.

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International allocations of radio frequency are made by the International Telecommunication Union (“ITU”).

Any ITU or local reallocation of radio frequency bands, including frequency band segmentation and sharing of spectrum, or other modifications of the permitted uses of relevant frequency bands, may materially and adversely affect the utility and reliability of our services and have significant negative impacts on our customers, both of which could reduce demand for our business.

Any ITU or local change of allocation of radio frequency bands, including frequency band segmentation and sharing of spectrum, or other modifications of the permitted uses of relevant frequency bands, may materially and adversely affect the utility and reliability of our services and have significant negative impacts on our customers, both of which could reduce demand for our business.

In many cases, our data, services, and technology are or may in the future be subject to U.S.

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The regulatory framework for privacy, data protection and data transfers worldwide is rapidly evolving and is likely to remain uncertain for the foreseeable future.

In some cases, data privacy laws and regulations, such as the European Union’s (“EU”) General Data Protection Regulation (“GDPR”), impose obligations on us and on many of our customers.

Our business is also subject to various laws and regulations relating to the protection of the environment and human health and safety, including those governing the management, storage and disposal of hazardous materials, such as fuels and batteries, which may contain hazardous materials.

By way of example, the California Consumer Privacy Act, as amended by the California Privacy Rights Act (the “CCPA”), gives California residents individual privacy rights to access and delete their personal information, opt out of certain personal information sharing, limit the use of their sensitive personal information, and receive detailed information about how their personal information is used.

The CCPA provides for civil penalties for violations, as well as a private right of action for data breaches.

The CCPA also established a new California agency, the California Privacy Protection Agency, which is authorized to issue new substantive regulations and has independent enforcement power alongside the California Attorney General.

Comprehensive privacy legislation similar to the CCPA has been adopted in many other U.S.

Any liability from failure to comply with the requirements of these laws could adversely affect our business, financial condition, and results of operations.

There also are a wide variety of privacy laws in other countries that may impact our operations, now or in the future.

For example, in Europe, the General Data Protection Regulation (the “GDPR”) imposes stringent requirements regarding the collection, use, disclosure, storage, transfer, or other processing of personal data of individuals within the European Economic Area (the “EEA”), including providing information to individuals regarding data processing activities, implementing safeguards to protect the security and confidentiality of personal data, providing notification of data breaches, and taking certain measures when engaging third-party processors.

Companies that must comply with the GDPR face increased compliance obligations and risk, including more robust regulatory enforcement of data protection requirements and potential fines for noncompliance of up to €20 million or 4% of the annual global revenue of the noncompliant company, whichever is greater.

The GDPR also confers a private right of action in some circumstances on data subjects and consumer associations to lodge complaints with supervisory authorities, seek judicial remedies, and obtain compensation for damages resulting from violations of the GDPR.

In addition, the GDPR increases the scrutiny of transfers of personal data from the EEA to the U.S.

and other jurisdictions that the European Commission does not recognize as having “adequate” data protection laws.

Further, following the withdrawal of the United Kingdom from the European Union and the EEA and the end of the transition period, we have to comply with the GDPR and separately the GDPR as implemented in the United Kingdom, which, together with the amended UK Data Protection Act 2018, retains the GDPR in UK national law.

The UK GDPR mirrors the fines under the GDPR and has the ability to fine up to the greater of €20 million/£17 million or 4% of global turnover.

The relationship between the United Kingdom and the European Union and the EEA in relation to certain aspects of data protection law remains unclear, and it is unclear how United Kingdom data protection laws and regulations will develop in the medium to longer term.

The European Commission has adopted an adequacy decision in favor of the United Kingdom, enabling data transfers from European Union member states to the United Kingdom without additional safeguards.

We could incur significant costs, including cleanup costs, fines, sanctions, and third-party claims, as a result of violations of or in connection with liabilities under environmental laws and regulations.

For additional information regarding the laws and regulations to which we are subject and the risks to our business associated with such laws and regulations, see Part I, Item 1A, Risk Factors of this Annual Report on Form 10-K.

For additional information regarding the laws and regulations to which we are subject and the risks to our business associated with such laws and regulations, see “Risk Factors” in Part I, Item 1A of this Annual Report on Form 10-K.

Available Information

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Item 1. Business