What changed in this filing

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Item 7A. Quantitative and Qualitative Disclosures About Market Risk

2026-03-19 compared with 2025-03-31 · 802 added, 794 removed, 616 unchanged (72% of the section changed)

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As we continue to expand our international presence, we will assess options for mitigating foreign exchange risk.

We have experienced and will continue to experience fluctuations in our net loss as a result of gains or losses related to revaluing certain asset and current liability balances that are denominated in currencies other than the functional currency of the entities in which they are recorded.

We had a loss of $4.3 million due to changes in foreign currency exchange rates for fiscal year 2024 and a gain of $1.5 million due to changes in foreign currency exchange rates for fiscal year 2023.

We have experienced and may continue to experience fluctuations in our net income (loss) as a result of gains or losses related to revaluing certain asset and current liability balances that are denominated in currencies other than the functional currency of the entities in which they are recorded.

For the years ended December 31, we recorded a gain of $10.6 million in 2025 and a loss of $4.3 million in 2024.

A hypothetical 10% strengthening or weakening of the U.S.

Dollar relative to the currencies in which our revenue and expenses are denominated would have resulted in an increase or decrease in our reported fiscal year 2024 pre-tax loss of approximately $3.5 million.

Dollar relative to the currencies in which our revenue and expenses are denominated would have resulted in an increase or decrease in our reported pre-tax loss for 2025 of approximately $2.0 million.

Interest rate sensitivity

We had cash and cash equivalents totaling $19.2 million and no short-term marketable securities as of December 31, 2024.

The cash and cash equivalents are held for working capital purposes or strategic investment purposes.

We are exposed to market risks related to fluctuations in interest rates related to the Blue Torch Credit Facility.

The Blue Torch Credit Facility accrues interest at a floating rate, to be based, at our election, on either a reference rate or a 3-month Term SOFR rate (subject to a 1.0% floor), plus an interest rate margin of 7.0% for reference rate borrowings and 8.0% for 3-month Term SOFR borrowings, plus an incremental Term SOFR margin of 0.26161%.

Accordingly, increases in SOFR could increase our interest payments under the Blue Torch Credit Facility.

For example, a hypothetical increase of 100 basis points in the interest rate of the Blue Torch Credit Facility would have an approximately $1.2 million impact on an annual basis on our results of operations.

The SIF loan is interest-free.

As of December 31, 2025, we had cash and cash equivalents of $24.8 million and short-term marketable securities of $57.0 million.

The cash and cash equivalents and short-term marketable securities are held for working capital purposes or strategic investment purposes.

Inflation Risk

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Inflationary factors, such as increases in component parts, labor, and other overhead expenses, could impair our operating results.

Although there has been a significant increase in inflation in recent years, it has not had a substantial impact on our results of operations for fiscal years 2024 or 2023.

However, a higher rate of inflation in the future may have a negative impact on our operational and capital expenditures, which we may not be able to pass along as cost increases to our customers.

Although there has been a significant increase in inflation in recent years, it has not had a substantial impact on our results of operations for years ended December 31, 2025 or 2024.

However, higher inflation in the future may negatively affect our operating and capital expenditures, which we may be unable to fully pass through to our customers.

Financi al Statements and Supplemental Data

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Report of Independent Registered Public Accounting Firm (PCAOB ID 185 )

Report of Independent Registered Public Accounting Firm (PCAOB ID 238 )

Consolidated Balance Sheets as of December 31, 2025 and 2024

Consolidated Statements of Operations for the years ended December 31, 2025 and 2024

Consolidated Statements of Comprehensive Loss for the years ended December 31, 2024 and 2023

Consolidated Statements of Comprehensive Income (Loss) for the years ended December 31, 2025 and 2024

Consolidated Statements of Changes in Stockholders’ Equity for the years ended December 31, 2025 and 2024

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Notes to Consolidated Financial Statements

Report of Independent Registered Public Accounting Firm

Report of Independent R egistered Public Accounting Firm

To the Board of Directors and Stockholders of Spire Global, Inc.

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheets of Spire Global, Inc.

and its subsidiaries (the "Company") as of December 31, 2024 and 2023, and the related consolidated statements of operations, of comprehensive loss, of changes in stockholders' equity and of cash flows for the years then ended, including the related notes (collectively referred to as the "consolidated financial statements").

In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2024 and 2023, and the results of its operations and its cash flows for the years then ended in conformity with accounting principles generally accepted in the United States of America.

Opinion on the Consolidated Financial Statements

We have audited the accompanying consolidated balance sheet of Spire Global, Inc.

and subsidiaries (the Company) as of December 31, 2025, the related consolidated statement of operations, comprehensive income, changes in stockholders’ equity, and cash flows for the year ended December 31, 2025, and the related notes (collectively, the consolidated financial statements).

In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2025, and the results of its operations and its cash flows for the year ended December 31, 2025, in conformity with U.S.

generally accepted accounting principles.

Basis for Opinion

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

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

Our responsibility is to express an opinion on these consolidated financial statements based on our audit.

We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S.

federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits of these consolidated financial statements in accordance with the standards of the PCAOB.

Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud.

We conducted our audit in accordance with the standards of the PCAOB.

Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud.

The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting.

As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting.

As part of our audit, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting.

Accordingly, we express no such opinion.

Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks.

Our audit included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks.

Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements.

Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements.

We believe that our audits provide a reasonable basis for our opinion.

/s/ PricewaterhouseCoopers LLP

San Francisco, California

March 31, 2025

Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements.

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

Critical Audit Matter

The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that:

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

The communication of a critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

Estimates used to recognize revenue for a select group of research and development contracts

As discussed in Note 2 to the consolidated financial statements, the Company offers research and development services to third parties for the advancement of contracted satellite technologies.

For the Company’s research and development contracts, revenue is recognized over time utilizing an input method based on costs incurred as the best approximation of progress completed to date.

For a select group of research and development contracts, we identified the assessment of the estimates used to recognize revenue as a critical audit matter.

Specifically, the estimated amount of costs to complete the contract, which is an input into the amount of revenue recognized during the period, includes estimates of costs, including labor hours, materials for the work to be performed, and sub-contractor services and materials.

The evaluation of these assumptions required a high level of subjective auditor judgment due to the nature of the individual contracts and related contract performance risks.

Specifically, changes to these assumptions could have had a significant impact on the revenue recorded during the period.

The following are the primary procedures we performed to address this critical audit matter.

Based on the nature of the individual contracts, for certain contracts, we evaluated cost assumptions by:

• reading the underlying contract and any related amendments to obtain an understanding of the contractual requirements and related performance obligation(s)

• assessing costs incurred to date and the relative progress toward satisfying the performance obligation(s) of the contract

• assessing the estimated costs at completion to contract terms and considering historical results and trends

• comparing the Company’s historical estimates of costs to actual costs incurred to assess the Company’s ability to estimate accurately

• assessing, if relevant, the estimated costs at completion by considering predecessor contracts and programs

• inquiring of financial and operational personnel of the Company to identify factors that should be considered within the estimated costs at completion or indications of potential management bias

• inspecting correspondence, if any, between the Company and the customer regarding actual to date and expected performance.

We have served as the Company’s auditor since 2025.

McLean, Virginia

March 19, 2026

Report of Independent Register ed Public Accounting Firm

To the Board of Directors and Stockholders of Spire Global, Inc.

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheet of Spire Global, Inc.

and its subsidiaries (the "Company") as of December 31, 2024, and the related consolidated statements of operations, of comprehensive income (loss), of changes in stockholders’ equity and of cash flows for the year then ended December 31, 2024, including the related notes (collectively referred to as the "consolidated financial statements").

In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2024, and the results of its operations and its cash flows for the year then ended in conformity with accounting principles generally accepted in the United States of America.

Substantial Doubt about the Company’s Ability to Continue as a Going Concern

The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern.

As discussed in Note 2 (not presented herein) to the consolidated financial statements appearing under Item 8 of the Company’s 2024 Annual Report on Form 10-K/A, the Company has a history of operating losses and negative cash flows from operations since inception that raise substantial doubt about its ability to continue as a going concern.

Management’s plans in regard to these matters are also described in Note 2 (not presented herein).

The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Basis for Opinion

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

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

federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit of these consolidated financial statements in accordance with the standards of the PCAOB.

Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements.

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

/s/ PricewaterhouseCoopers LLP

Washington, District of Columbia

April 4, 2025, except for the effects of the revision discussed in Note 2 to the consolidated financial statements, as to which the date is March 19, 2026

We served as the Company’s auditor from 2019 to 2025.

Spire Global, Inc.

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Accounts receivable, net (including allowance of $ 169 and $ 148 as of

December 31, 2024 and December 31, 2023, respectively)

December 31, 2025 and 2024, respectively)

Contract assets

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Operating lease right-of-use assets

Customer relationships

Other intangible assets

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Accounts payable

Accrued wages and benefits

Long-term debt, current portion

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Total current liabilities

Long-term debt

Contract liabilities, non-current

Contingent earnout liability

Deferred income tax liabilities

Warrant liability

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Accumulated deficit

Total stockholders’ equity

Total stockholders’ equity (deficit)

Total liabilities and stockholders’ equity

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General and administrative

Loss on decommissioned satellites

Loss on decommissioned satellites and other assets write-offs

Allowance for current expected credit loss on notes receivable

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Interest expense

Gain on sale of a business

Loss on extinguishment of debt

Change in fair value of contingent earnout liability

1 unchanged sentence

Issuance of stock warrants

Foreign exchange (loss) gain

Foreign exchange gain (loss)

Other expense, net

Total other expense, net

Loss before income taxes

Income tax provision (benefit)

Basic and diluted net loss per share

Weighted-average shares used in computing basic and diluted net loss per share

Total other income (expense), net

Income (loss) before income taxes

Income tax provision

Net income (loss)

Income (loss) per share:

Shares used in computing income (loss) per share:

The accompanying notes are an integral part of these consolidated financial statements.

Spire Global, Inc.

Consolidated Statements of Comprehensive Loss

Consolidated Statements of Comprehensive Income (Loss)

(In thousands)

Year Ended December 31,

Other comprehensive gain (loss):

Net income (loss)

Other comprehensive income (loss):

Foreign currency translation adjustments

Net unrealized (loss) gain on investments

Comprehensive loss

Net unrealized gain (loss) on investments

Comprehensive income (loss)

The accompanying notes are an integral part of these consolidated financial statements.

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Balance, December 31, 2023

Exercise of stock options

Release of Restricted Stock Units

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Employee Stock Purchase Plan

Stock compensation expense

Issuance of common stock under the

Equity Distribution Agreement, net

Conversion of warrants to common stock

Redemption of fractional shares due to

reverse stock split

Exercise of stock options

Stock-based compensation

Issuance of common stock under

Securities Purchase Agreements, net

Foreign currency translation

Net unrealized gain on

Net unrealized loss on

investments (net of tax)

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Release of Restricted Stock Units

and Performance Stock Units

Issuance of common stock under

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Exercise of stock options

Stock compensation expense

Issuance of common stock under

Securities Purchase Agreements

Stock-based compensation

Issuance of common stock under the

Securities Purchase Agreements, net

Exercise of warrants

Foreign currency translation

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(In thousands)

Years Ended December 31,

Year Ended December 31,

Cash flows from operating activities

Adjustments to reconcile net loss to net cash used in operating activities:

Net income (loss)

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

Depreciation and amortization

1 unchanged sentence

Amortization of operating lease right-of-use assets

Amortization of debt issuance costs

Change in fair value of warrant liabilities

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Loss on decommissioned satellites and disposal of assets

Loss on extinguishment of debt

Gain on sale of a business

Transaction costs on sale of a business

Changes in operating assets and liabilities:

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Accounts payable

Accrued wages and benefits

Contract liabilities

1 unchanged sentence

Operating lease liabilities

Other long-term liabilities

Net cash used in operating activities

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Purchase of property and equipment

Net cash used in investing activities

Proceeds from sale of a business, net of cash

Net cash provided by (used in) investing activities

Cash flows from financing activities

Proceeds from Securities Purchase Agreements, net

Proceeds from long-term debt

Proceeds from issuance of common stock under the Equity Distribution Agreement, net

Payments on long-term debt

Payments of debt issuance costs

Payments on long-term debt closing fees

Proceeds from exercise of stock options

Proceeds from employee stock purchase plan

Net cash provided by financing activities

Net cash (used in) provided by financing activities

Effect of foreign currency translation on cash, cash equivalents and restricted cash

Net decrease in cash, cash equivalents and restricted cash

Net increase (decrease) in cash, cash equivalents and restricted cash

Cash, cash equivalents and restricted cash

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Income taxes paid

Noncash operating, investing and financing activities

Non-cash operating, investing and financing activities

Property and equipment purchased but not yet paid

Right-of-use assets obtained in exchange for lease liabilities

Accrued long-term debt issuance costs

Conversion of warrants to Class A common stock

Issuance of stock warrants with long-term debt (Note 7)

The accompanying notes are an integral part of these consolidated financial statements.

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December 31, 2025 and 2024

(In thousands, except shares and per share data, unless otherwise noted)

Nature of Business

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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.

The Company is headquartered in Vienna, Virginia, and has 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 September 14, 2022, the Company entered into an Equity Distribution Agreement (the “Equity Distribution Agreement”) with Canaccord Genuity LLC, as sales agent (the “Agent”).

In accordance with the terms of the Equity Distribution Agreement, the Company may offer and sell its Class A common stock, having an aggregate offering price of up to $ 85,000 from time to time through the Agent pursuant to a registration statement on Form S-3, which became effective on September 26, 2022.

Under the Equity Distribution Agreement, the Company sold (i) 2,166,389 shares of its Class A common stock during the year ended December 31, 2023 for gross proceeds of $ 8,235 and (ii) no shares during the year ended December 31, 2024.

On March 24, 2023, the Company, was notified by the New York Stock Exchange (“NYSE”) that the Company was not in compliance with Rule 802.01C of the NYSE’s Listed Company Manual (“Rule 802.01C”) relating to the minimum average closing price of the Company’s Class A common stock, par value of $ 0.0001 per share, required over a consecutive 30 trading-day period.

On August 31, 2023, the Company effected a reverse stock split at a ratio of 1-for-8 (the “Reverse Stock Split”) of its common stock.

In connection with the Reverse Stock Split, every eight shares of the Company’s Class A and Class B common stock issued and outstanding as of the effective date were automatically combined into one share of Class A or Class B common stock, as applicable.

On September 25, 2023, the Company received formal notice from the NYSE that the Company had regained compliance with Rule 802.01C.

On February 4, 2024, the Company and Signal Ocean Ltd (“Signal Ocean”) entered into a securities purchase agreement for the issuance and sale of 833,333 shares of the Company’s Class A common stock to Signal Ocean at a price of $ 12.00 per share (the “2024 Private Placement”).

The 2024 Private Placement closed on February 8, 2024, resulting in gross proceeds to the Company of $ 10,000 .

On March 21, 2024, the Company entered into a Securities Purchase Agreement with institutional investors (the “Investors”), pursuant to which the Company issued and sold in a registered direct offering (the “Offering”), (i) an aggregate of 2,142,858 shares of Class A common stock and (ii) warrants exercisable for an aggregate of 2,142,858 shares of Class A common stock (“Securities Purchase Agreement Warrants”) to the Investors.

Each share of Class A common stock and accompanying Securities Purchase Agreement Warrant to purchase one share of Class A common stock was sold at an offering price of $ 14.00 .

The aggregate gross proceeds to the Company from the Offering totaled $ 30,000 before deducting the placement agent’s fees and related offering expenses.

The Securities Purchase Agreement Warrants had an exercise price equal to $ 14.50 per share of Class A common stock, were exercisable for a term beginning on March 25, 2024, and expired on July 3, 2024, with no warrants exercised.

On March 21, 2024, the Company entered into a placement agency agreement (the “Placement Agency Agreement”) with Alliance Global Partners (“A.G.P” or the “Placement Agent”), pursuant to which the Company engaged A.G.P as the exclusive placement agent in connection with the Offering.

The Company paid A.G.P a cash fee equal to 6 % of the gross proceeds from the sale of shares and Securities Purchase Agreement Warrants to the Investors, or $ 1,800 , in March 2024.

The Company agreed to pay a cash fee equal to 4 % of the gross exercise price paid in cash with respect to the exercise of the Securities Purchase Agreement Warrants, which are now expired.

Spire Global, Inc.

Notes to Consolidated Financial Statements

December 31, 2024 and 2023

(In thousands, except shares and per share data, unless otherwise noted)

On November 13, 2024, the Company entered into a Share Purchase Agreement (the “Purchase Agreement”) with Kpler Holding SA, a Belgian corporation (“Buyer”), pursuant to which the Company agreed to sell its 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 the Company’s satellite network or operations.

The Purchase Agreement provides that the closing of the Transactions is subject to the satisfaction or waiver of certain closing conditions set forth in the Purchase Agreement.

Refer to Note 2, Summary of Significant Accounting Policies, for a detailed discussion.

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

The sale did not include any portion of its 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 the Company's financing agreements, including the Blue Torch Finance LLC (“Blue Torch”) and Strategic Innovation Fund (“SIF”) loan facilities.

Summary of Significant Accounting Policies

Basis of Presentation

The consolidated financial statements and accompanying notes have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and regulations of the U.S.

The consolidated financial statements and accompanying notes have been prepared in accordance with accounting principles generally accepted in the U.S.

(“GAAP”) and regulations of the U.S.

Securities and Exchange Commission (the "SEC").

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All significant intercompany accounts and transactions have been eliminated in consolidation.

Liquidity Risks and Uncertainties

The Company has a history of operating losses and negative cash flows from operations since inception.

During the year ended December 31, 2024, net loss was $ 102,818 , cash used in operations was $ 18,453 and the Company received net proceeds of $ 28,056 from the Offering and $ 9,825 from the 2024 Private Placement.

The Company held cash and cash equivalents of $ 19,206 , excluding restricted cash of $ 478 as of December 31, 2024.

The Company’s ability to continue as a going concern for the next 12 months from the date of issuance of these consolidated financial statements is dependent upon its ability to obtain sufficient cash to meet its obligations, including the repayment of all amounts owed pursuant to the Blue Torch Financing Agreement (as amended, and as defined below in Note 7).

Based on the Company’s current cash and cash equivalents and expected future financial results, if the Transactions do not close, the Company will not have sufficient liquidity to continue operations for at least the next twelve months from the issuance of these consolidated financial statements.

On November 13, 2024, the Company entered into the Purchase Agreement with Buyer, pursuant to which the Company agreed to complete the Transactions.

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

The purchase price to be paid by Buyer to the Company at the closing of the Transactions is a cash payment based upon an enterprise value of $ 233,500 , subject to certain adjustments.

The Transactions also include a twelve-month transition service and data provision agreement for $ 7,500 .

The Purchase Agreement provides that the closing of the Transactions is subject to the satisfaction or waiver of certain closing conditions set forth in the Purchase Agreement.

On February 10, 2025, the Company filed a complaint in the Delaware Court of Chancery against Buyer seeking a grant of specific performance ordering Buyer to satisfy its obligations under the Purchase Agreement and consummate the closing in accordance with the terms of the Purchase Agreement.

In the complaint, the Company also requested a declaratory judgment declaring that Buyer has breached its obligations under the Purchase Agreement and is not excused from performing its obligations under the Purchase Agreement, including proceeding with the closing.

Buyer removed the matter to the District of Delaware, pursuant to a contract term in the Purchase Agreement promising not to contest removal to that court.

The District of Delaware initially selected a March 4, 2025 trial date, but on February 26, 2025, the court set a trial date of May 28-30, 2025.

There is no assurance as to what action the District of Delaware will take with respect to the proceeding initiated by us and there is no assurance as to whether or not the Transactions will be consummated on the terms contemplated or at all.

The amount of any damages which may be sought or obtained from Buyer cannot be determined at this time.

There is no assurance as to what action the Delaware Court of Chancery will take with respect to the proceeding initiated by the Company and there is no assurance as to whether or not the Transactions will be consummated on the terms contemplated or at all.

The amount of any damages which may be sought or obtained from Buyer cannot be determined at this time.

Revision of Previously Issued Financial Statements

As previously disclosed in Note 2 to the condensed consolidated financial statements included in the Quarterly Report on Form 10-Q for the quarter ended June 30, 2025, the Company identified an immaterial revision to previously issued financial statements for the year ended December 31, 2024.

Specifically, there was an understatement of stock-based compensation expense affecting cost of revenue, research and development, and sales and marketing expenses.

In connection with the Maritime Transaction, the Company failed to record a portion of accelerated stock-based compensation in the year ended December 31, 2024 resulting in an aggregate understatement of $ 0.5 million.

This also resulted in an understatement of additional paid-in capital at December 31, 2024.

The Company evaluated the error and concluded that it was not material to the previously issued financial statements.

However, the Company has elected to correct the error by revising the annual financial statements as of and for the year ended December 31, 2024 in this Annual Report on Form 10-K.

This error had no impact on the consolidated statements of changes in stockholders’ equity or statements of comprehensive loss for the year ended December 31, 2024, other than the impact to net loss for the period.

The error also had no impact on total cash flows from operating, investing, or financing activities for the year ended December 31, 2024.

Spire Global, Inc.

1 unchanged sentence

December 31, 2025 and 2024

(In thousands, except shares and per share data, unless otherwise noted)

The Company intends to use the proceeds from the closing of the Transactions to repay all amounts owed under the Blue Torch Financing Agreement.

However, as described above, there is currently no assurance that the Transactions will close or when the Transactions may close.

Given the delay in the closing of the Transactions, on March 14, 2025, the Company closed a private placement of Class A common stock and pre-funded warrants for gross proceeds of $ 40,000 , before deducting offering expenses.

The Company may seek additional equity or debt financing (including securities convertible or exchangeable for equity) and may seek waivers of or amendments to contractual obligations, delay, limit, reduce, or terminate certain commercial efforts, or pursue merger, disposition or other strategies, any of which could adversely affect its business, results of operations, and financial condition.

There is no assurance that the Company will be successful in achieving any of the foregoing.

Due to the Company’s projected cash needs, including amounts owed pursuant to the Blue Torch Financing Agreement, there is substantial doubt about its ability to continue as a going concern for a period of at least 12 months from the date of issuance of the consolidated financial statements.

The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Macroeconomic and Geopolitical

Over the past two years, the Company has been impacted by the macroeconomic environment, such as fluctuations in foreign currencies, increasing interest rates and geopolitical conflicts like the Russian invasion of Ukraine, Israel's war with Hamas and the increased tensions between China and the United States.

Dollar exhibited a decrease in strength against the local functional currencies of our foreign subsidiaries for the year ended December 31, 2024, as compared to the year ended December 31, 2023.

Dollar's decrease had a positive impact on the Company's revenue, as approximately one-third of the Company's sales are conducted in foreign currencies.

Conversely, the decrease in the value of the U.S.

Dollar had an unfavorable impact on the Company's expenses, given that a majority of the Company's workforce resides in countries other than the United States.

The macroeconomic environment has caused existing or potential customers to re-evaluate their decision to purchase the Company's offerings, at times resulting in additional customer discounts, extended payment terms, and longer sales cycles.

Particularly, government agency delays in approving appropriations bills negatively impacted the timeliness of some of the Company’s U.S.

federal government orders.

Additionally, recent changes to tariffs could cause interruptions in our supply chain or increase spending to meet our obligations.

Increasing interest rates in the fiscal year ended December 31, 2024 resulted in higher interest expenses, as our credit facility is based on a floating interest rate.

If any of these factors continue or worsen, and/or if new macroeconomic or geopolitical issues arise, the Company's results and financial condition could be further negatively impacted.

The Company cannot predict the timing, strength, or duration of any economic slowdown, downturn, instability, or recovery, generally or within any particular industry or geography.

Any downturn of the general economy or industries in which the Company operates would adversely affect its business, financial condition, and results of operations.

The tables below provide information about the adjustments as of and for the year ended December 31, 2024.

December 31, 2024

Consolidated Balance Sheet

As Previously Reported

Additional paid-in capital

Accumulated deficit

Total stockholders’ equity

Total liabilities and stockholders’ equity

Year Ended December 31, 2024

Consolidated Statements of Operations

As Previously Reported

Cost of revenue

Research and development

Sales and marketing

Total operating expenses

Loss from operations

Loss before income taxes

Basic and diluted net loss per share

Revision of previously issued Interim Financial Statements (unaudited)

As previously disclosed in Note 2 to the condensed consolidated financial statements included in the Quarterly Report on Form 10-Q for the quarter ended June 30, 2025, the Company identified immaterial revisions to previously issued financial statements for the three months ended March 31, 2025.

The revision related to the understatement of general and administrative expenses in the three months ended March 31, 2025.

Specifically, legal expenses of $ 1.8 million related to the Maritime Transaction were incurred during the first quarter of 2025 but were not accrued as a component of other accrued expenses in current liabilities.

Additionally, the stock-based compensation matter described above also impacted the March 31, 2025 interim financial statements, resulting in an aggregate understatement of expenses of $ 1.0 million.

These errors had no impact on the condensed consolidated statements of changes in stockholders’ equity or statements of comprehensive loss for the three months ended March 31,2025, other than the impact to net loss for the period.

The errors also had no impact on total cash flows from operating, investing, or financing activities for the period.

The tables below provide information about the adjustments as of and for the three months ended March 31, 2025.

March 31, 2025

Unaudited Condensed Consolidated Balance Sheet

As Previously Reported

Other accrued expenses

Total current liabilities

Total liabilities

Additional paid-in capital

Accumulated deficit

Total stockholders’ equity

Total liabilities and stockholders’ equity

Spire Global, Inc.

Notes to Consolidated Financial Statements

December 31, 2025 and 2024

Three Months Ended March 31, 2025

Unaudited Condensed Consolidated Statements of Operations

As Previously Reported

Cost of revenue

Research and development

Sales and marketing

General and administrative

Total operating expenses

Loss from operations

Loss before income taxes

Loss per share:

Reclassifications

Certain prior year periods amounts have been reclassified to conform with the current year period's presentation.

These reclassifications had no impact on previously reported net income (loss).

Liquidity Risks and Uncertainties

The Company has a history of operating losses and negative cash flows from operations since inception.

During the year ended December 31, 2025, the Company used $ 59.8 million in cash for operating activities and fully repaid its outstanding long-term debt.

In connection with the closing of the Maritime Transaction, the Company received net cash proceeds of $ 109.5 million and an additional $ 37.3 million, net of offering expenses, from the 2025 Private Placement (defined in Note 9).

These proceeds enhanced the Company's cash position and are expected to support its liquidity needs.

The Company previously disclosed substantial doubt about its ability to continue as a going concern in its Annual Report on Form 10-K/A for the year ended December 31, 2024;

however, the Company has concluded that it has sufficient liquidity to continue as a going concern for at least twelve months from the issuance date of these consolidated financial statements.

As of December 31, 2025, the Company had cash and cash equivalents of $ 24.8 million and investments in short-term marketable securities of $ 57.0 million , which, together with its expected future financial results, are anticipated to provide sufficient working capital to support ongoing operations over that period .

Although the Company continues to incur operating losses, excluding the gain on the Maritime Transaction, and negative cash flows, management's evaluation of these conditions supports its conclusion that current liquidity is sufficient for ongoing operations.

Segment Information

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Use of Estimates

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosures of contingent assets and liabilities at the dates of the consolidated financial statements, and the reported amounts of revenues and expenses during the reporting period.

Management’s significant estimates include assumptions for revenue recognition, which requires estimates of total costs used in measuring the progress of completion for the cost-based input method, allowance for current expected credit losses, valuation of certain assets and liabilities acquired from the acquisition of exactEarth in November 2021 (the “Acquisition”), realizability of

Management’s significant estimates include assumptions for revenue recognition, which requires estimates of total costs used in measuring the progress of completion for the cost-based input method;

allowance for current expected credit losses;

realizability of deferred income tax assets;

fair value of equity awards, contingent earnout liabilities, and warrant liabilities;

the useful lives of property and equipment;

and the Company's incremental borrowing rate used in accounting for operating leases.

Actual results could differ from those estimates.

Spire Global, Inc.

1 unchanged sentence

December 31, 2025 and 2024

(In thousands, except shares and per share data, unless otherwise noted)

deferred income tax assets, and fair value of equity awards, contingent earnout liabilities and warrant liabilities.

Actual results could differ from those estimates.

Based on an evaluation of the lifespans of its in-service satellites and on current capabilities to extend the useful life of in-service satellites via software updates, the Company changed the estimated useful life of its capitalized satellites and related launch costs from three to four years for depreciation purposes.

The Company determined it was appropriate to make this change beginning June 2023.

In November 2023, the Company updated the estimated useful lives for 43 capitalized satellites and related launch costs based on updated de-orbit dates.

This change represents a change in accounting estimate and the impact of the change was a decrease in loss from continuing operations before income taxes of approximately $ 627 , or $ 0.03 per basic and diluted share for the year ended December 31, 2024, and an increase in loss from continuing operations before income taxes of approximately $ 2,467 , or $ 0.13 per basic and diluted share for the months of November and December 2023.

Foreign Currency Translation

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dollars at the exchange rate as of each balance sheet date, and translate their results from operations at the average exchange rate for each period.

The resulting translation adjustments are included as a component of accumulated other comprehensive loss on the consolidated balance sheets, accumulated other comprehensive loss in the consolidated statements of changes in stockholders' equity and as other comprehensive gain (loss) in the consolidated statements of comprehensive loss.

The resulting translation adjustments are included as a component of accumulated other comprehensive loss in the consolidated balance sheets, accumulated other comprehensive loss in the consolidated statements of changes in stockholders' equity and as other comprehensive income (loss) in the consolidated statements of comprehensive income (loss).

Gains and losses from foreign currency transactions are included in other expense, net in the consolidated statements of operations.

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The Company considers all highly liquid investments with an original maturity of three months or less to be cash equivalents.

Restricted cash included in other long-term assets, including restricted cash on the consolidated balance sheets, represents amounts pledged as guarantees or collateral for financing arrangements and lease agreements, as contractually required.

The Company invests in highly rated securities, with the primary objective of minimizing the potential risk of principal loss.

The Company’s investment policy generally requires securities to be investment grade and limits the amount of credit exposure to any one issuer.

The Company’s investments in marketable debt securities have been classified and accounted for as available-for-sale.

The Company classifies its marketable debt securities as either short-term or long-term based on each instrument’s underlying contractual maturity date.

Unrealized gains and losses on marketable debt securities classified as available-for-sale are recognized in accumulated other comprehensive loss.

Interest on securities classified as available-for-sale is included in interest income on the consolidated statements of operations.

Spire Global, Inc.

Notes to Consolidated Financial Statements

December 31, 2024 and 2023

(In thousands, except shares and per share data, unless otherwise noted)

The following table shows components of cash, cash equivalents, and restricted cash reported on the consolidated balance sheets and in the consolidated statements of cash flows as of and for the years then ended:

Restricted cash included in other long-term assets, including restricted cash in the consolidated balance sheets, represents amounts pledged as guarantees or collateral for financing arrangements and lease agreements, as contractually require d.

Marketable debt securities are classified as available-for-sale and as short-term or long-term based on contractual maturity.

Unrealized gains and losses on marketable debt securities are recognized in accumulated other comprehensive loss, and interest is included in interest income in the consolidated statements of operations.

The following table shows components of cash, cash equivalents, and restricted cash reported in the consolidated balance sheets and in the consolidated statements of cash flows as of the years then ended (in thousands):

Cash and cash equivalents

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Recoveries of accounts receivable for which an allowance exists, or those that were previously written off, are recorded when received.

The Company recorded expenses for credit losses of $ 26 and $ 640 on accounts receivables for the years ended December 31, 2024 and 2023, respectively.

Notes receivable and interest on notes receivable are recorded in other current assets on the consolidated balance sheets.

Notes receivable are stated at the amounts management expects to be paid based on the management's knowledge of the customer's financial position.

The Company recorded allowances for current expected credit loss of $ 4,026 and $ 1,218 on the consolidated statements of operations for the years ended December 31, 2024 and 2023, respectively.

The Company recorded expenses for credit losses of $ 0.2 million on accounts receivables for the year ended December 31, 2025.

Spire Global, Inc.

Notes to Consolidated Financial Statements

December 31, 2025 and 2024

Notes receivable and interest on notes receivable are recorded in other current assets in the consolidated balance sheets.

Notes receivable are stated at the amounts management expects to be paid based on management's knowledge of the customer's financial position.

The Company recorded provision for current expected credit loss of $ 0 and $ 4.0 million in the consolidated statements of operations for the years ended December 31, 2025 and 2024, respectively.

The Company generally grants credit to its customers on an unsecured basis.

The Company does not have any off-balance sheet credit exposure related to its customers.

Concentrations of Credit Risk

Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash, cash equivalents and restricted cash, marketable securities, and accounts receivable.

The Company typically has cash accounts in excess of Federal Deposit Insurance Corporation insurance coverage limits.

Concentrations Risk

Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash, cash equivalents and restricted cash, marketable securities, notes receivable, and accounts receivable.

The Company has not experienced any losses on such accounts, and management believes that the Company’s risk of loss is remote.

The Company had a $ 4,500 note receivable and a $ 744 accrued interest balance outstanding as of December 31, 2024 and had a $ 4,500 note receivable and a $ 238 accrued interest balance outstanding as of December 31, 2023.

The entire balance as of each of December 31, 2024 and 2023 was with one customer for which the Company established a $ 5,244 and $ 1,218 allowance for current expected credit l oss as of December 31, 2024 and 2023, respectively (Note 10).

The Company typically has cash accounts in excess of Federal Deposit Insurance Corporation insurance coverage limits.

Additionally, the Company invests in highly rated, investment-grade securities with the objective of minimizing the principal loss and limiting credit exposure to any single issuer.

The Company’s investment policy requires securities to be investment grade and limits the amount of credit exposure to any one issuer.

As of December 31, 2025, substantially all of the Company's marketable securities and certain cash equivalents, totaling $ 65.1 million, are held with a single banking institution, representing a concentration of credit risk.

The Company did not hold any marketable securities as of December 31, 2024.

The maximum exposure to loss is limited to the carrying amount of this cash and these marketable securities.

The Company monitors the financial condition of the institution and believes the risk of loss is mitigated by its financial strength and the liquidity of the investments.

The Company has a $ 4.5 million note receivable and a $ 0.7 million accrued interest balance outstanding relating to one customer.

Both the note and the accrued interest are on nonaccrual status as of December 31, 2025 and 2024.

The Company has an allow ance for current expected credit loss on the note receivable and accrued interest balance for the full amount as of each of December 31, 2025 and 2024 (Note 10).

Geographic Risk

The Company also operates globally, and a substantial portion of its assets are located in certain geographic regions.

As of December 31, 2025 and 2024, the allocation of the Company's assets by region was as follows:

United Kingdom

Customer Risk

The Company has a concentration of contractual revenue arrangements with various government agencies.

Entities under common control are reported as a single customer.

The Company had one customer that represented 10 % or more of the Company's total revenue during each of the years ended December 31, 2024 and 2023;

specifically, such customer represented 24 % and 28 % of total revenue for the years ended December 31, 2024 and 2023, respectively.

Government agencies under common control are reported as a single customer.

The Company had one customer which represented 24 % of total revenue for each of the years ended December 31, 2025 and 2024.

The one customer consists of multiple U.S.

government agencies, of which only one government agency represented greater than 10 % of total revenue for the years ended December 31, 2024 and 2023.

The following table represents 10% or more of the Company’s total accounts receivable:

As of December 31,

* No one customer accounted for more than 10 % of the Company's total accounts receivable.

The Company has a concentration in vendor purchases.

The Company believes its reliance on its vendors could be shifted over a period of time to alternative vendors should such a change be necessary.

If the Company were to be unable to obtain alternative vendors due to factors beyond its control, operations would be disrupted until alternative vendors were secured.

Spire Global, Inc.

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December 31, 2025 and 2024

(In thousands, except shares and per share data, unless otherwise noted)

had one vendor for the years ended December 31, 2024 and 2023, from which purchases of equipment, components and services individually represented 10% or more of the Company’s total purchases.

The Company is dependent on third parties to launch its satellites into space, and any launch delay, malfunction, or failure could have a negative impact on revenue and might cause the Company not to be able to accommodate customers with sufficient data to meet minimum service level agreements until replacement satellites are available.

The Company also incorporates technology and terrestrial data sets from third parties into its platform and its inability to maintain rights and access to such technology and data sets would harm its business and results of operations.

Assets Held for Sale

The Company classifies long-lived assets or disposal groups as held for sale in the period when all of the following conditions have been met:

• the Company has approved and committed to a plan to sell the asset or disposal group;

• the asset or disposal group is available for immediate sale in its present condition;

• an active program to locate a buyer and other actions required to complete the sale have been initiated;

• the sale of the asset or disposal group is probable to be completed within one year;

• the asset or disposal group is being actively marketed for sale at a price that is reasonable in relation to its current fair value;

• it is unlikely that significant changes to the plan will be made or that the plan will be withdrawn.

The Company initially measures a long-lived asset or disposal group that is classified as held for sale at the lower of its carrying value or fair value less any costs to sell and recognize any loss in the period in which the held for sale criteria are met.

Gains are not recognized until the date of sale.

We cease depreciation and amortization for long-lived assets, or assets within a disposal group, upon their designation as held for sale and subsequently assess fair value less any costs to sell at each reporting period until the asset or disposal group is no longer classified as held for sale.

agencies, of which only one government agency represented greater than 10 % of total revenue for the years ended December 31, 2025 and 2024.

The following table represents 10 % or more of the Company’s total accounts receivable:

Year Ended December 31,

* No one customer accounted for more than 10 % of the Company's total accounts receivable.

The Company relies on certain vendors for specific purchases;

however, no individual vendor accounted for more than 10 % of total purchases for the years ended December 31, 2025 and 2024.

The Company believes its reliance on its vendors could be shifted over a period of time to alternative vendors should such a change be necessary.

If the Company were unable to obtain alternative vendors due to factors beyond its control, its operations could be disrupted until alternative vendors were secured .

The Company is also dependent on third parties to launch its satellites into space.

Any launch delay, malfunction, or failure could adversely impact revenue and the Company's ability to satisfy minimum service level agreements until replacement satellites are available.

The Company also incorporates technology and terrestrial data sets from third parties into its platform, and its inability to maintain rights and access to such technology and data sets would materially harm its business and results of operations.

Property and Equipment

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In-service ground stations and related costs are capitalized once signals are transmitted with in-service satellites.

In the event of a failed launch or deployment of satellites, the related equipment impairment and launch costs are expensed and recorded in the consolidated statements of operations.

The Company also capitalizes certain software costs incurred in connection with developing internal-use software during the project development stage so long as management with the relevant authority authorizes the project, it is probable the project will be completed, and the software will be used to perform the function intended.

Components and parts used in satellite manufacturing that are scrapped or consumed during testing are expensed as incurred.

In the event of a failed launch or deployment of satellites, the related equipment impairment and launch costs are expensed.

The Company also capitalizes and amortizes certain software costs incurred in connection with developing internal-use software during the project development stage so long as management with the relevant authority authorizes the project, it is probable the project will be completed, and the software will be used to perform the function intended.

Costs incurred for enhancements that are expected to result in additional significant functionality are capitalized and amortized over the estimated useful life of the enhancement.

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Internal-use software, which consists primarily of the Company’s enterprise software used to build and operate the Company’s satellites, is stated at cost less accumulated amortization.

General maintenance and repairs are charged to expense as incurred.

Significant refurbishments, renewals and betterments are capitalized.

When assets are retired or disposed of, the cost and related accumulated depreciation are removed from the accounts and any resulting gain or loss is reflected as other expense, net in the Company’s consolidated statements of operations.

Significant refurbishments, renewals and improvements are capitalized.

General maintenance and repairs are expensed as incurred.

When long-lived assets that have been placed into service are retired or disposed of, a gain or loss on disposal is recorded in other income (expense).

Gains or losses from the decommissioning of satellites are recognized in a separate line item within the consolidated statements of operations.

Depreciation and amortization are computed utilizing the straight-line method over the estimated useful lives of depreciable assets in the table below.

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December 31, 2025 and 2024

(In thousands, except shares and per share data, unless otherwise noted)

Furniture and fixtures

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Capitalized satellite launch costs and in-service satellites

The following table summarizes the Company's long-lived assets by geography:

(1) United Kingdom re presented 43 % and Luxembourg represented 10 % for the year ended December 31, 2024 and United Kingdom represented 36 %, Germany represented 14 %, and Luxembourg represented 12 % for the year ended December 31, 2023.

represented 27 % and 17 % and Canada represented 11 % and 21 % for the years ended December 31, 2024 and 2023, respectively.

Equity Method Investments

The Company accounts for equity investments in which it has significant influence, but not a controlling financial interest, using the equity method of accounting.

Under the equity method of accounting, investments are initially recorded at cost, less impairment, and subsequently adjusted to recognize the Company’s share of earnings or losses as a component of other expense, net in the consolidated statements of operations.

The Company’s equity method investments are required to be reviewed for impairment when it is determined there may be an other-than-temporary loss in value.

The Company did not record any impairment losses related to our equity method investments during the years ended December 31, 2024 and 2023.

Business Combinations

The Company recognizes identifiable assets acquired and liabilities assumed at their acquisition date fair values.

Such valuations require us to make significant estimates and assumptions, especially at the acquisition date with respect to intangible assets.

While the Company uses its best estimates and assumptions as part of the purchase price allocation process to accurately value assets acquired and liabilities assumed, these estimates which include, but are not limited to, future revenue growth, margins, customer retention rates, technology life, royalty rates, expected use of acquired assets, and discount rates, are inherently uncertain and subject to refinement.

Goodwill is measured as the excess of the consideration transferred over the fair value of assets acquired and liabilities assumed on the acquisition date.

Acquisition-related expenses are recognized separately from the business combination and are expensed as incurred and included in the general and administrative expenses line item in the consolidated statements of operations.

The authoritative guidance allows a measurement period of up to one year from the date of acquisition to make adjustments to the preliminary allocation of the purchase price.

As a result, during the measurement period the Company may record adjustments to the fair values of assets acquired and liabilities assumed, with the corresponding offset to goodwill to the extent that it identifies adjustments to the preliminary purchase price allocation.

Goodwill and Intangible Assets

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For purposes of goodwill impairment testing, the Company has one reporting unit.

The annual goodwill impairment assessment performed in the fourth quarter of 2024 indicated that the fair value significantly exceeded the carrying value of goodwill.

Spire Global, Inc.

Notes to Consolidated Financial Statements

December 31, 2024 and 2023

(In thousands, except shares and per share data, unless otherwise noted)

Intangible assets consist of acquired intangible assets which include customer relationships, developed technology and trade names and the costs to obtain patents and perpetual nonexclusive license rights for the use of intellectual property.

The annual goodwill impairment assessment performed in the fourth quarter of 2025 and 2024 indicated that the fair value significantly exceeded the carrying value of goodwill.

Intangible assets consist of acquired intangible assets which include developed technology and trade names and the costs to obtain patents and perpetual nonexclusive license rights for the use of intellectual property.

Acquired intangible assets, other than goodwill, are amortized over their estimated useful lives, ranging from 2 to 12 years, based upon the estimated economic value derived from the related intangible asset.

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The Company did no t recognize any impairment charges for intangible assets for the years ended December 31, 2025 and 2024.

Costs incurred to renew or extend the term of recognized intangible assets, such as licenses or patents, are expensed as incurred.

Impairment of Long-Lived Assets

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In estimating future cash flows, assets are grouped at the lowest levels for which there are identifiable cash flows that are largely independent of cash flows from other asset groups.

The Company recognized impairment charges of $ 3,447 on decommissioned satellites and $ 576 on other long-lived assets for the year ended December 31, 2024, and $ 747 on decommissioned satellites and $ 277 on other long-lived assets for the year ended December 31, 2023.

Deferred Offering Costs

The Company capitalizes within other current assets on the consolidated balance sheets certain legal, accounting and other third-party fees that are directly related to the Company’s in-process equity financing until such financings are consummated.

After consummation of the equity financing, these costs are recorded as a reduction of the proceeds received from the offering.

Should a planned equity financing be abandoned, terminated or significantly delayed, the deferred offering costs are written off to operating expenses.

There were no deferred offering costs capitalized as of December 31, 2024 and 2023.

Debt Issuance Costs

For long-term debt, the Company presents debt issuance costs on the consolidated balance sheets as a direct deduction from the carrying amount of the related debt facility.

Debt issuance costs and the fair value assigned to stock warrants issued related to term loans are amortized over the respective term of the debt facility using the effective interest method.

As presented in loss on decommissioned satellites and other assets write-offs in the consolidated statements of operations, the Company recognized impairment charges of $ 6.2 million related to decommissioned satellites and $ 2.9 million related to other assets write-offs for the year ended December 31, 2025, and $ 3.4 million related to decommissioned satellites for the year ended December 31, 2024.

As presented in other expense, net in the consolidated statements of operations, the Company recognized impairment charges of $ 0.2 million and $ 0.6 million for the years ended December 31, 2025 and 2024, respectively.

The Company generally classifies warrants for the purchase of shares of its common stock as liabilities on its consolidated balance sheets unless the warrants meet certain specific criteria that require the warrants to be classified within stockholders’ equity.

Those warrants accounted for as liabilities are freestanding financial instruments that may require the Company to transfer assets upon exercise.

The warrant liability is initially recorded at fair value upon the date of issuance of each warrant and is subsequently remeasured to fair value at each reporting date.

Changes in the fair value of the warrant liabilities are recognized as a component in other income (expense) in the consolidated statements of operations.

Changes in the fair value of the warrant liabilities will continue to be recognized until the warrants are exercised, expire or qualify for equity classification.

Warrants classified as equity are initially recorded at fair value on the date of issuance and recorded in additional paid-in capital on the Company’s consolidated balance sheets until the warrants are exercised or expire.

The Company assumed 1,437,499 publicly-traded warrants (“Public Warrants”) and 825,000 private placement warrants issued by NavSight (“Private Warrants” and, together with the Public Warrants, the “Common Stock Warrants”) upon the Merger, all of which were issued in connection with NavSight’s initial public offering and entitled holders to purchase one share of the Company's Class A common stock at an exercise price of $ 92.00 per share.

In November 2022, the Company announced the commencement of an exchange offer (the "Offer") and consent solicitation relating to all holders of the Common Stock Warrants to receive 0.2 shares of Class A common stock in exchange for each

Warrants accounted for as liabilities are freestanding financial instruments that may require the Company to transfer assets upon exercise.

Warrant liabilities are initially recorded at fair value on the date of issuance of each warrant and are subsequently remeasured to fair value at each reporting date.

Changes in the fair value of the warrant liabilities are recognized as a component of other income (expense) in the consolidated statements of operations.

Such changes will continue to be recognized until the warrants are exercised, expire, or qualify for equity classification.

Warrants classified as equity are initially recorded at fair value on the date of issuance and recorded in additional paid-in capital in the Company’s consolidated balance sheets until the warrants are exercised or expire.

Spire Global, Inc.

1 unchanged sentence

December 31, 2025 and 2024

(In thousands, except shares and per share data, unless otherwise noted)

outstanding Common Stock Warrant tendered by the holder.

On December 19, 2022, a total of 2,069,561 Common Stock Warrants were tendered and exchanged for 413,910 shares of Class A common stock.

Concurrently with the Offer, the Company also solicited consents from holders of the Public Warrants to amend the Warrant Agreement to permit the Company to require that each Public Warrant that was outstanding upon the closing of the Offer be exchanged for 0.18 shares of Class A common stock, which is a ratio 10 % less than the exchange ratio applicable to the Offer (such amendment, the “Warrant Amendment”).

On December 19, 2022, the Company exercised its right to acquire and retire all remaining outstanding Public Warrants in exchange for shares of Class A common stock in accordance with the terms of the Warrant Amendment.

The remaining 192,936 Public Warrants were exchanged on January 4, 2023 for 34,728 shares of the Company's Class A common stock.

Following the exchange, none of the Warrants remain outstanding.

On June 13, 2022, in connection with the Blue Torch Financing Agreement, the Company issued warrants to Blue Torch, which were exercisable for an aggregate of 437,024 shares of the Company’s Class A common stock with a per share exercise price of $ 16.08 (the “2022 Blue Torch Warrants”).

Additionally, in connection with the closing of the financing, the Company issued a warrant to Urgent Capital LLC for introducing the Company to the Lenders, which is exercisable for an aggregate of 24,834 shares of the Company's Class A common stock with a per share exercise price of $ 16.08 (the “Urgent Warrants”).

On September 27, 2023, the Company issued new warrants to certain Blue Torch affiliates that are exercisable for an additional 597,082 shares of the Company’s Class A common stock at a per share exercise price of $ 5.44 (the “2023 Blue Torch Warrants" and together with the 2022 Blue Torch Warrants and the Urgent Warrants, the “Credit Agreement Warrants”).

The Company evaluated the Credit Agreement Warrants and the Common Stock Warrants and concluded that they do not meet the criteria to be classified within stockholders’ equity.

The agreement governing the Credit Agreement Warrants and the Common Stock Warrants includes a provision that could result in a different settlement value for the Common Stock Warrants depending on their holder.

Because the holder of an instrument is not an input into the pricing of a fixed-for-fixed option on the Company’s Class A common stock, the Common Stock Warrants are not considered to be indexed to the Company’s own stock.

As the Common Stock Warrants meet the definition of a derivative, the Company recorded these warrants as liabilities on the consolidated balance sheets at fair value based on the Black Scholes model.

Subsequent changes in their respective fair values are recognized in the consolidated statements of operations at each reporting date.

Changes in the fair value of the warrant liabilities will continue to be recognized until the warrants are exercised, expire, or qualify for equity classification.

Contingent Earnout Liability

In connection with the Merger, eligible Spire equity holders are entitled to receive additional shares of the Company's Class A common stock upon the Company achieving certain earnout triggering events.

In accordance with Accounting Standards Codification (“ASC”) 815-40, the earnout shares are not indexed to the Company's Class A common stock and therefore were accounted for as a liability and an offset to additional paid-in capital on the consolidated balance sheets at the reverse recapitalization date and subsequently remeasured at each reporting date with changes in fair value recorded as a component of other income (expense) in the consolidated statements of operations.

The contingent earnout liability is categorized as a Level 3 fair value measurement using the Monte Carlo model (Note 9) because the Company estimates projections during the earnout period utilizing unobservable inputs.

Contingent earnout payments involve certain assumptions requiring significant judgment and actual results may differ from assumed and estimated amounts.

The assumptions utilized in the calculation are based on the achievement of certain stock price milestones, including the current price of our Class A common stock, expected volatility, risk-free rate, expected term and expected dividend yield.

Revenue Recognition

To determine revenue recognition, the Company performs the following five steps:

The Company generates revenue from the following data solutions:

• Space Reconnaissance:

Mission critical satellite data supporting intelligence, and national security operations;

Insights for highly accurate aircraft monitoring, safety and route optimization;

• Weather and Climate:

Data, insights, and predictive AI analytics for advanced weather forecasts that power high impact decisions;

• Space Services:

Low risk, quick delivery development life cycle and proprietary infrastructure providing space-as-a-service;

Precise space-based data used for highly accurate ship monitoring, ship safety, and route optimization, the majority of which was sold in the Maritime Transaction.

The Company also offers research and development services (“R&D Services”) to third parties, for the advancement of contracted satellite technologies.

In addition to providing R&D Services, the Company grants the counterparty a license to the developed intellectual property.

The Company determines revenue recognition by applying the following five-step approach:

(i) identify the contract(s) with a customer;

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and (v) recognize revenue as or when the Company satisfies the performance obligation.

The Company generates revenue from the following main solutions:

Data, Space Services and Research & Development Services.

Spire Global, Inc.

Notes to Consolidated Financial Statements

December 31, 2024 and 2023

(In thousands, except shares and per share data, unless otherwise noted)

Data Solutions

The Company offers the following three data solutions to customers:

precise space-based data used for highly accurate ship monitoring, ship safety and route optimization.

precise space-based data used for highly accurate aircraft monitoring, aircraft safety and route optimization.

• Weather and Climate:

precise space-based data used for highly accurate weather forecasting.

The Company recognizes revenue for each separately identifiable performance obligation in a Data Solutions contract representing a promise to transfer data or a distinct service to a customer.

The Company recognizes revenue for each separately identifiable performance obligation that represents a promise to transfer data or a distinct service to a customer.

In most cases, data provided under the Company’s Data solutions contracts are accounted for as a single performance obligation due to the integrated nature of the Company’s precise space-based data.

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Revenue is recognized upon delivery for data products such as archive data and custom reports, which are performance obligations satisfied at a point in time upon transfer of control.

Space Services Solution

The Company also provides an innovative “space-as-a-service” business model through its Space Services solution.

Space Services

The Company also provides innovative Space Services solutions.

The customers in these contracts require the use of a satellite that, in addition to other general data service capabilities, has certain sensors or capabilities that are custom designed and integrated into the satellite for a specific mission, together with other data transmission and operating infrastructure.

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Any customer-provided components are generally a form of customer-provided material.

As part of the Space Services solution, the Company performs various activities that range from designing, building, and launching the integrated satellites to enable the customer to send operational requests to the payload through a Company-provided interface.

As part of Space Services solutions, the Company performs various activities that range from designing, building, and launching the integrated satellites to enable the customer to send operational requests to the payload through a Company-provided interface.

The Company provides a significant service of integrating all the services within the contract into a combined output represented by the Space Services, a stand-ready promise to provide a daily suite of services related to the capture and transmittal of data to the customer based on the customer’s operational requests that is comprised of a series of distinct days of service.

The arrangement may also include options granting a material right to extend the service term for the Space Services.

The arrangement may also include options granting a material right to extend the service term for the Space Services contracts.

The Company performs an identification and evaluation of material rights on a contract-by-contract basis.

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The Company determined that it controls the services provided to customers and is therefore the principal (i.e., revenue is recognized on a gross basis).

Spire Global, Inc.

Notes to Consolidated Financial Statements

December 31, 2025 and 2024

The transaction price in a typical contract includes fixed amounts of monthly set-up and service fees.

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When there is an option granting a material right in an arrangement, the Company will allocate the transaction price to the Space Services and to the options granting material rights by applying the practical alternative approach (i.e., allocate the transaction price to the optional services by reference to the services expected to be provided and the corresponding expected consideration).

Spire Global, Inc.

Notes to Consolidated Financial Statements

December 31, 2024 and 2023

(In thousands, except shares and per share data, unless otherwise noted)

Revenue from Space Services Contracts are recognized over time using an output measure of progress based on satellite months consumed, beginning when the service start date commences for satellites.

The consideration allocated to options granting a material right are recognized when (or as) the underlying future services are transferred, or when the options expire.

Generally, Space Services solution arrangements do not contain a lease because the Company is able to derive more than insignificant economic benefits from the various capabilities of the integrated satellites.

However, in the limited instances when the customer obtains substantially all of the economic benefits determined at contract inception, the Space Services solution arrangements are determined to include an embedded lease of an integrated satellite(s) to the customer.

For such arrangements, the Company has determined that that the customer is the deemed owner of the satellite(s) during the construction period.

The Company recognizes revenue for Space Services over time using an output measure of progress based on satellite days consumed beginning when the services have commenced.

For Space Services involving satellites in varying sizes and different operational commencement dates, the output measure of progress is measured based on satellite days consumed and a weighting factor determined based on the contract value of different satellites.

If there are options granting a material right in the arrangement, the consideration allocated to the options granting material rights is recognized when (or as) the underlying future services are transferred, or when the options expire.

Generally, Space Services contracts do not contain a lease because the Company is able to derive more than insignificant economic benefits from the various capabilities of the integrated satellites.

However, in the limited instances when the customer obtains substantially all of the economic benefits determined at contract inception, the Space Services contract is determined to include an embedded lease of an integrated satellite(s) to the customer.

For such arrangements, the Company has determined that the customer is the deemed owner of the satellite(s) during the construction period.

As a result, the Company determined it is providing manufacturing and launch services for those arrangements, and accounts for them based on guidance for other contracts with customers.

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The Company recognizes revenue for the manufacturing services over time using an input measure of progress based on costs incurred.

The Company recognizes revenue from launch services at a point in time when the satellites are launched into the orbit.

The Company recognizes revenue for Space Services over time using an output measure of progress based on satellite months consumed beginning when the services have commenced.

The Company recognizes revenue from launch services at a point in time when the satellites are launched into orbit.

The Company recognizes revenue for Space Services over time using an output measure of progress based on satellite days consumed beginning when the services have commenced.

Research and Development Services Solutions

The Company also offers research and development services (“R&D Services”) to third parties, frequently including governmental entities, for the advancement of contracted satellite technologies.

R&D Service s

The Company also offers R&D Services to third parties, frequently including governmental entities, for the advancement of contracted satellite technologies.

Such services are typically contracted for a specific research goal that may or may not contribute to a broader satellite technology.

In addition to providing research and development services, the Company grants the counterparty a license to the developed intellectual property.

In addition to providing R&D Services, the Company grants the counterparty a license to the developed intellectual property.

Generally, the Company and the customer share the costs and benefits of these R&D Services.

Within R&D Services Contracts, there is a single, combined performance obligation consisting of research and development activities, license(s) of developed intellectual property, and regular research and development progress meetings, and the transaction price is typically comprised of variable consideration including refundable, up-front cash advances and subsequent milestone-based payments.

Within R&D Services, there is a single, combined performance obligation consisting of research and development activities, license(s) of developed intellectual property, and regular research and development progress meetings, and the transaction price is typically comprised of variable consideration including refundable, up-front cash advances and subsequent milestone-based payments.

Such consideration is not expected to be constrained.

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Further, because there generally is only one research and development performance obligation, transaction price allocation is not required.

The counterparty obtains control of the developed intellectual property as the Company creates and enhances it, and the related benefits transfer throughout the term over which the obligation is satisfied.

The counterparty obtains control of the

Spire Global, Inc.

Notes to Consolidated Financial Statements

December 31, 2025 and 2024

developed intellectual property as the Company creates and enhances it, and the related benefits transfer throughout the term over which the obligation is satisfied.

Revenue is recognized over time, utilizing an input method based on costs incurred as the best approximation of progress completed to date (i.e., cost-to-cost measure of progress).

Accounting for those R&D Services Contracts requires significant judgment relative to estimating total contract revenues and costs;

Accounting for R&D Services requires significant judgment relative to estimating total contract revenue and costs;

in particular, assumptions relative to the amount of time to complete the contract, including the assessment of the nature and complexity of the work to be performed.

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Conversely, contract liabilities are recorded when the Company has an unconditional right to consideration before it has satisfied a performance obligation.

Contract liabilities consist of funds received in advance of revenue recognition from subscription services or Space Services that are subsequently recognized when the revenue recognition criteria are met.

The non-current portion of contract liabilities consists of funds

Spire Global, Inc.

Notes to Consolidated Financial Statements

December 31, 2024 and 2023

(In thousands, except shares and per share data, unless otherwise noted)

received in advance of revenue recognition from subscription services or Space Services that have remaining contractual obligations greater than one year from the balance sheet date.

Contract liabilities consist of funds received in advance of revenue recognition from subscription services or Space Services contracts that are subsequently recognized when the revenue recognition criteria are met.

The non-current portion of contract liabilities consists of funds received in advance of revenue recognition from subscription services or Space Services contracts that have remaining contractual obligations greater than one year from the balance sheet date.

Deferred Contract Costs

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The amortized costs are recorded in sales and marketing expense in the Company’s consolidated statements of operations.

The Company expenses sales commissions as incurred when the period of benefit is less than one year.

The Company elects the practical expedient permitted to expense sales commissions for contracts with an expected period of benefit of one year or less.

Deferred contract costs are included in other current assets, for the current portion, and other long-term assets, for the non-current portion, on the Company’s consolidated balance sheets.

Deferred contract costs were $ 691 and $ 926 , as of December 31, 2024 and 2023, respectively, of which $ 408 and $ 487 , respectively, were classified as current.

The Company recognized $ 547 a nd $ 490 as amortization of deferred contract costs in sales and marketing expense during the years ended December 31, 2024 and 2023, respectively.

Deferred contract costs were $ 0.3 million an d $ 0.7 million , as of December 31, 2025 and 2024, respectively, of which $ 0.1 million and $ 0.4 million, respectively, were classified as current.

The Company recognized $ 0.3 million and $ 0.5 million as amortization of deferred contract costs in sales and marketing expense during the years ended December 31, 2025 and 2024, respectively.

No impairment losses on deferred contract costs were recognized during the periods presented.

Cost of Revenue

Cost of revenue consists primarily of personnel costs, depreciation, hosted infrastructure and high-power computing costs, third-party operating and royalty costs associated with delivering data and services to customers, costs associated with R&D Services Contracts, allocated overhead costs and amortization of purchased intangibles (e.g., customer relationships and developed technology) associated with the Acquisition.

Cost of revenue consists primarily of personnel costs, depreciation, hosted infrastructure and high-power computing costs, third-party operating and royalty costs associated with delivering data and services to customers, costs associated with R&D Services, allocated overhead costs and amortization of purchased intangibles (e.g., customer relationships and developed technology).

Overhead costs primarily include allocable amounts of utilities, rent, depreciation expense on assets used directly in revenue-producing activities, indirect materials, production and test administration expenses, and repairs and maintenance.

In certain Space Services solution arrangements in which the customer is determined to be the deemed owner of the satellite during the construction period, the costs incurred to fulfill the manufacturing performance obligation are expensed as incurred as cost of revenue, following the cost-to-cost progress measure.

In certain Space Services contracts in which the customer is determined to be the deemed owner of the satellite during the construction period, the costs incurred to fulfill the manufacturing performance obligation are expensed as incurred as cost of revenue, following the cost-to-cost progress measure.

Costs associated with the launch performance obligation are capitalized as a cost to fulfill the contract until launch occurs, and recognized as cost of revenue at the point in time control of the launch services passes to the customer.

The launch costs capitalized as cost to fulfill the contract related to such arrangements were $ 0 and $ 7,585 a s of December 31, 2024 and December 31, 2023, respectively.

Costs associated with Space Services Contracts performance obligations will generally be recognized as incurred.

The launch costs capitalized as cost to fulfill the contract related to such arrangements we re $ 0

Spire Global, Inc.

Notes to Consolidated Financial Statements

December 31, 2025 and 2024

for each as of December 31, 2025 and 2024.

Costs associated with Space Services performance obligations are generally recognized as incurred.

Research and Development Costs

Research and development expenses consist primarily of employee-related expenses, third-party consulting fees, and computing costs which are expensed as incurred.

Costs associated with R&D Services Contracts are included as part of cost of revenue, described above.

Costs associated with R&D Services are included as part of cost of revenue, described above.

Amounts included as research and development expense are from the Company’s separate research and development efforts.

The Company determines whether a contract is or contains a lease at contract inception.

The Company assess whether the Company (as potential lessee) or customer (as potential lessor) has the right to direct the use of an identified asset over the period of use by assessing whether the entity has the right to substantially all of the economic benefits and has the ability to determine how and for what purpose the identified asset is used.

The Company assesses whether the Company (as potential lessee) or customer (as potential lessor) has the right to direct the use of an identified asset over the period of use by assessing whether the entity has the right to substantially all of the economic benefits and has the ability to determine how and for what purpose the identified asset is used.

Lessee arrangements

For lessee arrangements, operating lease right-of-use (“ROU”) assets are presented as a separate line item on the consolidated balance sheets.

With respect to lease liabilities, the current portion is presented along with the other accrued expense line item

Spire Global, Inc.

Notes to Consolidated Financial Statements

December 31, 2024 and 2023

(In thousands, except shares and per share data, unless otherwise noted)

and non-current operating lease liabilities are presented as separate line items on our consolidated balance sheets.

The current operating lease liabilities are presented within the other accrued expense line within the consolidated balance sheets.

With respect to lease liabilities, the current portion is presented along with the other accrued expense line item and non-current operating lease liabilities are presented as separate line items in our consolidated balance sheets.

The current operating lease liabilities are presented within the other accrued expense line in the consolidated balance sheets.

ROU assets represent our right to use an underlying asset for the lease term and lease liabilities represent our obligation to make lease payments arising from the lease.

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In addition, the Company elected to apply the short-term lease exception for all underlying asset classes.

That is, leases with an initial lease term of 12 months or less are not recognized on the consolidated balance sheets, but rather expensed on a straight-line basis over the lease term.

That is, leases with an initial lease term of 12 months or less are not recognized in the consolidated balance sheets, but rather expensed on a straight-line basis over the lease term.

Lessor arrangements

Certain Space Services solution arrangements are determined to contain an embedded lease when the customer obtains substantially all of the economic benefits from the integrated satellite(s) that is to be constructed for the arrangement.

Certain Space Services contracts are determined to contain an embedded lease when the customer obtains substantially all of the economic benefits from the integrated satellite(s) that is to be constructed for the arrangement.

In those instances, the customer is determined to be the deemed owner of the integrated satellite during the construction period, and the transaction is accounted for as a manufacturing and launch service under guidance for other customer contracts.

Refer to the “Space Services” subsection within the “Revenue Recognition” section above for more details on these types of arrangements.

Spire Global, Inc.

Notes to Consolidated Financial Statements

December 31, 2025 and 2024

Sales and Marketing

Sales and marketing expenses consist primarily of employee-related expenses, sales commissions, marketing and advertising costs, costs incurred in the development of customer relationships, brand development costs, allowance for current expected credit losses, travel-related expenses and amortization of purchased intangible backlog associated with the Acquisition.

The Company expenses advertising costs as incurred.

Advertising expense was $ 626 and $ 1,103 for the years ended December 31, 2024 and 2023, respectively, and is included in sales and marketing expenses in the consolidated statements of operations.

Advertising expense was $ 0.3 million and $ 0.6 million for the years ended December 31, 2025 and 2024, respectively, and is included in sales and marketing expenses in the consolidated statements of operations.

General and Administrative Costs

General and administrative expenses consist of employee-related expenses for personnel in the Company’s executive, finance and accounting, facilities, legal, human resources, and management information systems functions, as well as other administrative employees.

In addition, general and administrative expenses include fees related to third-party legal counsel, fees related to accounting, tax and audit costs, office facilities costs, software subscription costs, and other corporate costs.

Employee Benefit Plan

The Company has a qualified retirement plan which covers all employees who meet certain eligibility requirements.

In addition, general and administrative expenses include costs related to external legal fees, corporate insurance, accounting, tax and audit fees, office facilities, software subscription, and other corporate costs.

Employee Benefit Plans and Postemployment Benefits

The Company has a qualified retirement plan which covers all U.S.

employees who meet certain eligibility requirements.

Plan matching contributions, discretionary profit-sharing contributions, and qualified nonelective contributions may be made to the 401(k) salary deferral plan at the discretion of the Company’s Board of Directors.

The Company did no t make any matching contributions, discretionary profit-sharing contributions and/or qualified nonelective contributions during the years ended December 31, 2025 and 2024.

Spire Global, Inc.

Notes to Consolidated Financial Statements

December 31, 2024 and 2023

(In thousands, except shares and per share data, unless otherwise noted)

The Company has defined contribution pension plans at its foreign subsidiaries which cover all employees who meet certain eligibility requirements.

The contributions made by the Company under these plans were $ 807 and $ 1,838 during the years ended December 31, 2024 and 2023, respectively.

The contributions made by the Company under these plans were $ 0.8 million for each of the years ended December 31, 2025 and 2024.

The Company recognizes a liability for severance and related benefits when it is probable that an obligation has been incurred and the amount can be reasonably estimated.

These costs are primarily associated with workforce reductions and are recognized in the period in which the Company commits to a termination plan and the criteria for a liability are met.

During the year ended December 31, 2025, the Company recorded severance expense of $ 2.2 million related to a reduction in headcount to better align its cost structure with strategic priorities.

These costs were recorded in the consolidated statements of operations as follows:

$ 0.1 million in cost of sales, $ 0.6 million in research and development, $ 0.3 million in sales and marketing, and $ 1.2 million in general and administrative expenses.

During the year ended December 31, 2025, the Company paid $ 1.6 million against these obligations.

As of December 31, 2025, $ 0.6 million of severance remained unpaid and is included in other accrued expenses in the consolidated balance sheet.

The Company expects the remaining unpaid balance to be settled within the next twelve months.

Stock-Based Compensation

The Company has an equity incentive plan under which the Company grants stock-based awards to employees and non-employees.

The Company accounts for stock-based awards in accordance with ASC 718, Stock-Based Compensation, which requires the measurement and recognition of compensation expense, based on estimated fair values, for all stock-based awards made to employees and non-employees.

For stock options, the fair value is calculated using the Black-Scholes option pricing model.

The Black-Scholes option pricing model requires the input of assumptions, including the fair value of the underlying Class A common stock, the expected term of the option, the expected volatility of the price of the Company’s Class A common stock, risk-free interest rates, and the expected dividend yield of the Company’s Class A common stock.

For restricted stock units ("RSU") with service-based vesting conditions, the fair value is calculated based upon the Company’s closing stock price on the date of grant using the intrinsic value method.

Stock-based compensation expense is recognized on a straight-line basis over the requisite service period and forfeitures are accounted for as they occur.

The fair value of stock options is estimated on the date of grant using the Black-Scholes option pricing model.

Key assumptions used in the determination of fair value for stock options are as follows:

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The Company does not use a dividend rate due to the fact that the Company has never declared or paid cash dividends on its Class A common stock and does not anticipate doing so in the foreseeable future.

Spire Global, Inc.

Notes to Consolidated Financial Statements

December 31, 2025 and 2024

• Risk-free interest rate.

The Company bases its interest rate on a treasury instrument for which the term is consistent with the expected life of the stock options.

The Company was incorporated in the state of Delaware as a C corporation.

Deferred income taxes of the Company are provided on the liability method whereby deferred tax assets are recognized for deductible temporary differences and operating loss and tax credit carryforwards and deferred tax liabilities are recognized for taxable temporary differences.

Temporary differences are the differences between the reported amounts of assets and liabilities and their tax basis.

The fair value of restricted stock units (“RSU”) with service-based vesting conditions is determined based on the Company’s closing stock price on the date of grant.

The fair value of performance stock units (“PSU”) with performance-based vesting conditions is also determined based on the Company's closing stock price on the date of grant, with compensation expense recognized over the requisite service period when achievement of the performance condition is considered probable.

Stock-based compensation expense is recognized on a straight-line basis over the requisite service period and forfeitures are recognized as they occur.

The Company’s policy is to recognize forfeitures as they occur rather than estimate expected forfeitures.

Under this method, previously recognized compensation cost related to awards that are forfeited is reversed in the period of forfeiture.

Upon the exercise of stock options or vesting of restricted stock units, the Company issues newly authorized shares of its Class A common stock.

The Company does not use treasury shares to settle equity awards and does not have a policy to repurchase shares in connection with its share-based payment arrangements.

The Company does not expect to repurchase shares in the next year as a result of these arrangements.

The Company accounts for income taxes using an asset and liability approach.

Deferred tax assets and liabilities are recognized for the future tax consequences attributable to temporary differences between the financial statement carrying amounts of assets and liabilities and their respective tax bases, as well as for operating loss and tax credit carryforward.

Deferred tax amounts are determined by using the enacted tax rates expected to be in effect when the temporary differences are expected to be recovered or settled.

Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment.

All deferred tax assets and liabilities within each particular tax jurisdiction are offset and presented as a noncurrent deferred tax asset or liability.

Deferred tax assets and liabilities are offset within each tax jurisdiction and presented as noncurrent in the consolidated balance sheets.

Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized.

The factors used to assess the likelihood of realization include the history of taxable income or loss, forecasts of future taxable income and available tax planning strategies that could be implemented to realize net deferred tax assets.

The factors used to assess the likelihood of realization include the history of taxable income or loss, forecasts of future taxable income and tax planning strategies.

The Company accounts for uncertainty in income taxes in accordance with ASC 740-10, Income Taxes, which addresses the determination of whether tax benefits claimed or expected to be claimed on a tax return, should be recorded in the consolidated financial statements.

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The tax benefits recognized in the consolidated financial statements from such a position are measured based on the largest benefit that has a greater than 50% likelihood of being realized upon ultimate settlement.

The Company recognizes interest accrued related to unrecognized tax benefits in interest expense and penalties, if any, as a component of income tax expense on the consolidated statements of operations.

Beginning in 2022, the Tax Cuts and Jobs Act (the "Tax Act") requires taxpayers to capitalize research and development expenses with amortization periods over five years for U.S.

and fifteen years for foreign, which reduced the Company’s taxable loss, and created a new deferred tax asset for capitalized research and development costs, and corresponding adjustments to tax

Spire Global, Inc.

Notes to Consolidated Financial Statements

December 31, 2024 and 2023

(In thousands, except shares and per share data, unless otherwise noted)

on foreign source income through global intangible low-taxed income ("GILTI"), all of which have been accounted for in determining the Company’s tax provision or benefit.

The Company reports income taxes in accordance with Financial Accounting Standards Board ("FASB") ASC 740, Income Taxes, which requires an asset and liability approach in accounting for income taxes.

Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases, as well as net operating loss and tax credit carryforwards.

Deferred tax amounts are determined by using the enacted tax rates expected to be in effect when the temporary differences are expected to be recovered or settled.

The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date.

A valuation allowance reduces the deferred tax assets to the amount that is more likely than not to be realized.

Related Parties

In conjunction with the Company's acquisition of exactEarth in November 2021, Myriota Pty Ltd ("Myriota"), an existing Spire customer, became a related party as a result of exactEarth's approximately 10.6 % ownership of Myriota.

As of December 31, 2024, the Company's investment in Myriota, in the amount of $ 858 , was included in other long-term assets on the consolidated balance sheets.

The Company accounts for this investment using the equity method of accounting.

The Company's share of earnings or losses on the investment is recorded based on a one-month lag, due to the timing of receipt of financial statements from Myriota, as a component of other expense, net in the consolidated statements of operations.

The Company generated $ 642 and $ 897 in revenue from Myriota during the years ended December 31, 2024 and 2023, respectively, and had $ 52 of accounts receivable as of December 31, 2024 and no accounts receivable as of December 31, 2023, from Myriota.

Comprehensive Loss

Comprehensive loss is comprised of net loss and other comprehensive loss consisting of foreign currency translation adjustments and net unrealized gain and loss on investments.

Net Loss Per Share

The Company recognizes interest accrued related to unrecognized tax benefits in interest expense and penalties, if any, as a component of income tax expense in the consolidated statements of operations.

Comprehensive Income (Loss)

Comprehensive income (loss) is comprised of net income (loss) and other comprehensive income (loss) consisting of foreign currency translation adjustments and net unrealized gain and loss on investments.

Net Income (Loss) Per Share

The Company follows the two-class method when computing net income (loss) per share as the Company has issued shares that meet the definition of participating securities.

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The two-class method determines net income (loss) per share for each class of common and participating securities according to dividends declared, if any, and participating rights in undistributed earnings.

The two-class method requires income available to common stockholders for the period to be allocated between common and participating securities based upon their respective rights to receive dividends as if all income for the period had been distributed.

Basic net income (loss) per share is computed by dividing the net income (loss) by the weighted-average number of common shares outstanding during the period.

Diluted net income (loss) is computed by adjusting net income (loss) to reallocate undistributed earnings based on the potential impact of dilutive securities.

Diluted net income (loss) per share is computed by dividing the diluted net income (loss) by the weighted-average number of common shares outstanding during the period, including potential dilutive common shares assuming the dilutive effect of common stock equivalents.

JOBS Act Accounting Election

The Company is provided the option to adopt new or revised accounting guidance under the requirements provided to an “emerging growth company” under the JOBS Act either (1) within the same periods as those otherwise applicable to public business entities, or (2) within the same time periods as non-public business entities, including early adoption when permissible.

With the exception of certain accounting standards where the Company elected to early adopt when permissible, the Company has elected to adopt new or revised accounting guidance within the same time period as non-public business entities, as indicated below.

The two-class method requires income

Spire Global, Inc.

1 unchanged sentence

December 31, 2025 and 2024

(In thousands, except shares and per share data, unless otherwise noted)

available to common stockholders for the period to be allocated between common and participating securities based upon their respective rights to receive dividends as if all income for the period had been distributed.

Basic net income (loss) per share is computed by dividing the net income (loss) by the weighted-average number of common shares outstanding during the period.

Diluted net income (loss) is computed by adjusting net income (loss) to reallocate undistributed earnings based on the potential impact of dilutive securities.

Accounting Pronouncements Recently Adopted

In March 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2023-01, Leases – Common Control Arrangements (Topic 842), to improve the accounting for amortizing leasehold improvements associated with arrangements between entities under common control.

The amendment requires that leasehold improvements be amortized by the lessee over the useful life of the leasehold improvements to the common control group (regardless of the lease term) as long as the lessee controls the use of the underlying asset through a lease.

Additionally, leasehold improvements should be accounted for as a transfer between entities under common control through an adjustment to equity when the lessee no longer controls the use of the underlying asset.

The amendments in this update are effective for financial statements issued for annual periods beginning after December 15, 2023, with early adoption permitted.

The adoption of ASU 2023-01 as of January 1, 2024, did not impact the Company’s consolidated financial statements.

In August 2023, the FASB issued ASU 2023-05, Business Combinations – Joint Venture Formations (Subtopic 805-60):

Recognition and Initial Measurement.

The amendments in this ASU are intended to facilitate consistency in the application of accounting guidance upon the formation of entities qualifying as joint ventures (“JVs”).

This ASU generally requires the use of business combinations accounting at the JV formation date, which would result in the contributed assets/liabilities being revalued to fair value and potentially result in the recognition of goodwill and other intangibles on the JV’s financial statements.

However, this ASU does not alter the ongoing accounting for the JV’s operations.

This guidance is effective for JVs with formation dates on or after January 1, 2025.

The adoption of ASU 2023-05 as of January 1, 2024, did not impact the Company’s consolidated financial statements.

In November 2023, the FASB issued ASU 2023-07, Segment Reporting - Improvements to Reportable Segment Disclosures (Topic 280), to improve reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expenses.

The amendments enhance interim disclosure requirements, clarify circumstances in which an entity can disclose multiple segment measures of profit or loss, provide new segment disclosure requirements for entities within a single reportable segment, and contain other disclosure requirements.

The ASU is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024.

Early adoption is permitted and will be applied retrospectively to all prior periods presented in the financial statements.

The Company adopted this ASU for its 2024 annual period with the comparative periods updated to reflect additional disclosures.

See Note 15 for further details.

Accounting Pronouncements Not Yet Adopted

In December 2023, the FASB issued ASU 2023-9, Income Taxes (Topic 740):

Improvements to Income Tax Disclosures, which includes amendments that further enhance income tax disclosures, primarily through standardization and disaggregation of rate reconciliation categories and income taxes paid by jurisdiction.

In December 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Updated (“ASU”) 2023-09, Income Taxes (Topic 740)— Improvements to Income Tax Disclosures, which includes amendments that further enhance income tax disclosures, primarily through standardization and disaggregation of rate reconciliation categories and income taxes paid by jurisdiction.

The guidance is effective for annual reporting periods beginning after December 15, 2024, with early adoption permitted, and should be applied prospectively or retrospectively.

The Company is currently evaluating the ASU to determine its impact on the Company's disclosures.

In March 2024, the SEC adopted final rules under SEC Release No.

33-11275, The Enhancement and Standardization of Climate-Related Disclosures for Investors, which will require registrants to provide certain climate-related information in their annual reports and registration statements.

The rules will require disclosure of material climate-related risks, how the board of directors and management oversee and manage such risks, and the actual and potential impact of such risks on the registrant.

It will also require disclosure about material climate-related targets and goals, and the financial impact of severe weather events and other natural conditions in the notes to audited financial statements.

In April 2024, the SEC voluntarily stayed the final rule as a result of pending legal challenges.

The disclosure requirements will apply at the earliest to reports for the Company's fiscal year ended December 31, 2025 (or potentially later depending on the Company's filer status at the time), pending resolution of the stay.

The Company is currently evaluating the impact on the Company's disclosures.

The Company adopted the standard on a prospective basis for its year ended December 31, 2025.

The adoption did not have a material impact on its consolidated financial statements, as the guidance is disclosure only in nature and does not affect the recognition or measurement of income taxes.

See Note 13 for additional information regarding the Company's income tax accounting.

Accounting Pronouncements Not Yet Adopted

In November 2024, the FASB issued ASU 2024-03, Income Statement-Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40).

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This guidance is effective for fiscal years beginning after December 15, 2026, and interim periods within annual reporting periods beginning after December 15, 2027, on a retrospective or prospective basis, with early adoption permitted.

The Company is currently evaluating the impact on the Company's disclosures.

The Company is currently assessing the guidance, noting the adoption impacts disclosures only.

In July 2025, the FASB issued ASU 2025-05 Financial Instruments—Credit Losses (Topic 326):

Measurement of Credit Losses for Accounts Receivable and Contract Assets to simplify how entities estimate expected credit losses on current accounts receivable and current contract assets.

The ASU provides a practical expedient for all entities to assume that current economic conditions will not change for the remaining life of these assets when forecasting credit losses.

The guidance is effective for annual and interim reporting periods within fiscal years beginning after December 15, 2025, with early adoption permitted.

The Company does not expect this ASU to have a material impact on its consolidated financial statements.

In September 2025, the FASB issued ASU 2025-06, Intangibles—Goodwill and Other—Internal-Use Software (Subtopic 350-40):

Targeted Improvements to the Accounting for Internal-Use Software, which modernizes the accounting for internal-use software by removing prescriptive development stages and clarifying the capitalization threshold.

It also clarifies that capitalized internal-use software costs are subject to the disclosure requirements of Topic 360, Property, Plant, and Equipment, and are not required to follow the disclosures for other intangible assets.

The guidance is effective for annual and interim periods beginning after December 15, 2027.

The Company is currently evaluating the impact that the adoption of ASU 2025-06 will have on its consolidated financial statements and disclosures.

In December 2025, the FASB issued ASU 2025-10, Government Grants (Topic 832):

Accounting for Government Grants Received by Business Entities which establishes authoritative guidance on the recognition, measurement, presentation, and disclosure of government grants.

The ASU also requires enhanced disclosures regarding the nature of government grants, significant terms and conditions, accounting policies applied, and amounts recognized in the financial statements.

The guidance is effective for annual and interim reporting periods within fiscal years beginning after December 15, 2028, with early adoption permitted.

The Company does not expect this ASU to have a material impact on its consolidated financial statements.

Spire Global, Inc.

1 unchanged sentence

December 31, 2025 and 2024

(In thousands, except shares and per share data, unless otherwise noted)

In December 2025, the FASB issued ASU 2025-11, Interim Reporting (Topic 270):

Narrow-Scope Improvements, which clarifies the guidance in Topic 270 to improve the consistency of interim financial reporting.

The ASU provides a comprehensive list of required interim disclosures and introduces a disclosure principle requiring entities to disclose events since the end of the last annual reporting period that have a material impact on the entity.

The guidance is effective for annual and interim reporting periods within fiscal years beginning after December 15, 2027, with early adoption permitted.

The Company is currently evaluating the impact of adopting ASU 2025-11.

Revenue, Contract Assets, Contract Liabilities and Remaining Performance Obligations

The Company recognizes revenue for certain long-term contracts using the percentage-of-completion method, measured on a cost-to-cost basis.

From time to time, the Company revises its estimates of total costs for these contracts.

Changes in estimated total costs for contracts using the percentage-of-completion method resulted in revenue reductions o f $ 1.6 million for the year ended December 31, 2025.

Disaggregation of Revenue

Revenue from subscription-based contracts was $ 77,170 , representing 70 % of total revenue for the year ended December 31, 2024.

Revenue from subscription-based contracts was $ 71,754 , representing 74 % of total revenue for the year ended December 31, 2023.

Revenue from non-subscription-based contracts was $ 33,281 , representing 30 % of total revenue for the year ended December 31, 2024.

Revenue from non-subscription-based contracts was $ 25,858 , representing 26 % of total revenue for the year ended December 31, 2023.

The following revenue disaggregated by geography was recognized:

Subscription revenue consists of recurring fees earned under customer contracts that provide ongoing access to the Company’s data products, software platforms, and the operational phase of Space Services contracts.

Revenue is generally recognized ratably over the contractual service period.

Non-subscription revenue consists of non-recurring services and deliverable-based arrangements, including funded research and development projects, project-based services, historical data sales, and professional services.

Revenue is recognized either over time or at a point in time, depending on the nature of the performance obligation.

The following shows revenue from subscription and non-subscription contracts (dollars in thousands):

Year Ended December 31,

Subscription revenue

Non-subscription revenue

The following revenue disaggregated by geography was recognized (dollars in thousands):

Year Ended December 31,

represented 43 % and 41 % for the years ended December 31, 2024 and 2023, respectively, and Canada represented 14 % for the year ended December 31, 2024.

(2) United Kingdom represented 12 % and 13 % for the years ended December 31, 2024 and 2023, respectively.

Total Americas

United Kingdom

(1) Revenue from individual geographic regions that represent less than 10 % of total revenue for the years presented are not separately disclosed.

Contract Assets

At December 31, 2024, contract assets of $ 785 were reported in contract assets on the Company's consolidated balance sheets.

At December 31, 2023, contract assets were $ 4,917 , of which $ 4,718 was reported in contract assets, and $ 199 in other long-term assets, including restricted cash on the Company's consolidated balance sheets

Changes in contract assets were as follows:

Contract assets of $ 1.8 million and $ 0.8 million were reported in contract assets on the Company's consolidated balance sheets as of December 31, 2025 and 2024, respectively.

Spire Global, Inc.

Notes to Consolidated Financial Statements

December 31, 2025 and 2024

Changes in contract assets were as follows (in thousands):

Balance as of January 1,

3 unchanged sentences

Contract Liabilities

At December 31, 2024, contract liabilities were $ 45,526 , of which $ 22,037 was reported in contract liabilities, current portion, and $ 23,489 was reported in other long-term liabilities on the Company’s consolidated balance sheets.

At December 31, 2023, contract liabilities were $ 49,101 , of which $ 31,178 was reported in contract liabilities, current portion, and $ 17,923 was reported in other long-term liabilities on the Company’s consolidated balance sheets.

Changes in contract liabilities were as follows:

Contract liabilities were reported on the Company's consolidated balance sheets as follows (in thousands):

Contract liability, current

Other long-term liabilities

Contract Liabilities

Changes in contract liabilities were as follows (in thousands):

Balance as of January 1,

Contract liabilities recorded during the year

Revenue recognized during the period

Revenue recognized during the year

Balance as of December 31,

Remaining Performance Obligations

The Company has performance obligations associated with commitments in customer contracts for future services that have not yet been recognized as revenue.

These commitments for future services exclude (i) contracts with an original term of one year or

Spire Global, Inc.

Notes to Consolidated Financial Statements

December 31, 2024 and 2023

(In thousands, except shares and per share data, unless otherwise noted)

less, and (ii) cancellable contracts.

As of December 31, 2024, the amount not yet recognized as revenue from these commitments was $ 216,436 .

The Company expects to recognize its remaining performance obligations as of December 31, 2024, over the following periods:

The Company has performance obligations associated with commitments to customer contracts for future services that have not yet been recognized as revenue.

Revenue from subscription-based services is recognized over time, generally on a straight-line basis over the subscription period, while revenue from milestone-based services is recognized at the point in time when control of the deliverable transfers to the customer.

Management believes this method provides a faithful depiction of the pattern in which services are delivered to customers.

Management applies judgment in determining the timing of recognition.

For contracts with multiple performance obligations, management allocates the transaction price to each obligation based on its relative standalone selling price.

These commitments for future services exclude cancellable contracts.

As of December 31, 2025, the amount not yet recognized as revenue from these commitments was $ 201.8 million .

There were no significant changes in these judgments during the year ended December 31, 2025.

The Company expects to recognize its remaining performance obligations as of December 31, 2025, over the following periods (dollars in thousands):

December 31, 2025

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37 to 48 months

(1) In March 2026, the Company received notice from a customer to temporarily suspend work under a contract.

The contract has not been terminated, and the customer has until August 29, 2026 to either cancel the suspension or terminate the contract.

Contracted future revenue related to this contract is included in the remaining performance obligations disclosed above.

As a result, approximately $ 15.3 million of revenue previously expected to be recognized within the next 12 months may be delayed to future periods or may not be recognized.

Spire Global, Inc.

Notes to Consolidated Financial Statements

December 31, 2025 and 2024

Other Balance Sheet Components

Other current assets consisted of the following:

Other current assets consisted of the following (in thousands):

Technology and other prepaid contracts

Notes receivable

Other receivables

2 unchanged sentences

Other current assets

Property and equipment, net consisted of the following:

Property and equipment, net consisted of the following (in thousands):

Satellites in-service

10 unchanged sentences

Property and equipment, net

Depreciation and amortization expense related to property and equipment was $ 18,501 and $ 14,711 for the years ended December 31, 2024 and 2023, respectively.

There was a loss from decommissioned satellites of $ 3,447 and $ 747 for the years ended December 31, 2024 and 2023, respectively.

Spire Global, Inc.

Notes to Consolidated Financial Statements

December 31, 2024 and 2023

(In thousands, except shares and per share data, unless otherwise noted)

Other accrued expenses consisted of the following:

Depreciation and amortization expense related to property and equipment was $ 10.9 million and $ 18.5 million for the years ended December 31, 2025 and 2024, respectively.

The Company recorded losses of $ 9.1 million and $ 3.4 million on decommissioned satellites and other assets write-offs for the years ended December 31, 2025 and 2024, respectively.

These losses are recorded in a separate line item within operating expenses in the consolidated statement of operations.

The loss on decommissioned satellites and other assets write-offs for the year ended December 31, 2025 was primarily due to the Company’s decision to stop supporting three underperforming satellites, the deorbiting of an additional three satellites, and disposal of obsolete construction-in-process materials.

The loss on decommissioned satellites for the year ended December 31, 2024 was primarily due to failure to establish communications with multiple satellites.

These satellites were written off at their net book value as no recoverable value was expected upon disposal.

Other accrued expenses consisted of the following (in thousands):

Operating lease liabilities, current

1 unchanged sentence

Accrued operating costs

Accrued wages and benefits

Accrued interest

1 unchanged sentence

Corporate and sales tax

Termination fees

Other accrued expenses

Spire Global, Inc.

Notes to Consolidated Financial Statements

December 31, 2025 and 2024

Accumulated other comprehensive (loss) income consisted of the following (in thousands):

Year Ended December 31, 2025

Foreign Currency Translation Adjustment

Unrealized Gains on Available-for-sale Debt Securities, net

Beginning balance

Other comprehensive (loss) income before reclassifications

Amount of gain reclassified from AOCI

Net current period other comprehensive income

Ending balance

Year Ended December 31, 2024

Foreign Currency Translation Adjustment

Unrealized Gains (Losses) on Available-for-sale Debt Securities, net

Beginning balance

Other comprehensive loss before reclassifications

Amount of gain (loss) reclassified from AOCI

Net current period other comprehensive loss

Ending balance

The components of accumulated other comprehensive loss, which are included in stockholders' equity, consist of foreign currency translation adjustments and unrealized gain (loss) on available-for-sale securities.

The Company reclassified $ 9.4 million out of accumulated other comprehensive loss during the year ended December 31, 2025, which was recorded as a gain on the sale of business within the consolidated statements of operations.

No such reclassifications occurred during the year ended December 31, 2024.

Goodwill and Intangible Assets

The following table summarizes changes in goodwill balance:

The following table summarizes changes in goodwill balance (in thousands):

Balance at December 31, 2024

Impact of foreign currency translation

Assets classified as held for sale

Balance at December 31, 2025

Intangible assets consisted of the following:

The Company’s Federal Communications Commission (“FCC”) licenses are recognized as finite-lived intangible assets and are amortized over their estimated useful lives.

The licenses are subject to renewal upon expiration and require approval by the FCC.

The Company intends to renew these licenses, and the expected future cash flows associated with the licenses assume renewal upon expiration.

Management does not believe that renewal uncertainty will materially limit the Company’s ability to generate cash flows from its satellite and ground station operations.

Spire Global, Inc.

Notes to Consolidated Financial Statements

December 31, 2025 and 2024

Intangible assets consisted of the following (in thousands):

December 31, 2025

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Accumulated Amortization

Customer relationships

Developed technology

As of December 31, 2024, the weighted-average amortization period for developed technology was 8.9 years, trade names was 1.9 years, and patents and FCC licenses was 5.6 years.

Amortization expense related to intangible assets was $ 3,228 and $ 3,518 for the years ended December 31, 2024 and 2023, respectively.

As of December 31, 2025, the weighted-average amortization period for remaining developed technology was 7.9 years, trade names was 0.9 years, and patents and FCC licenses was 4.8 years.

Amortization expense related to intangible assets was $ 1.5 million and $ 3.2 million for the years ended December 31, 2025 and 2024, respectively.

The Company did no t recognize any impairment charges during the years ended December 31, 2025 and 2024.

The patents asset balance included $ 0 and $ 57 of capitalized patent costs as of December 31, 2024 and 2023, respectively, that began amortization upon the issuance of an official patent right to the Company.

As of December 31, 2025, the expected future amortization expense of intangible assets is as follows (in thousands):

Year ending December 31,

Future Amortization Expense

Assets Held for Sale

On November 13, 2024, the Company entered into the Purchase Agreement to sell its maritime business to Buyer.

On April 25, 2025, the Company completed the sale of its maritime business to Buyer for approximately $ 238.9 million , which reflected an increase to the original purchase price to account for funds contributed by the Buyer toward the Settlement.

The Company recognized a gain of $ 154.3 million on the sale, which is included in gain on sale of a business in the consolidated statement of operations for the year ended December 31, 2025.

The maritime business generated income before income taxes of approximately $ 5.3 million and $ 17.1 million for the years ended December 31, 2025 and 2024, respectively.

Spire Global, Inc.

1 unchanged sentence

December 31, 2025 and 2024

(In thousands, except shares and per share data, unless otherwise noted)

As of December 31, 2024, the expected future amortization expense of intangible assets is as follows:

Fiscal year ending December 31,

Future Amortization Expense

Assets Held for Sale

On November 13, 2024, the Company entered into the Purchase Agreement to sell its maritime business to Buyer for $ 233,500 subject to certain adjustments.

The following table summarizes the carrying values of the assets and liabilities classified as held for sale in the Company's consolidated balance sheets as of December 31, 2024:

As of December 31, 2025, the Company had no assets held for sale as the Maritime Transaction was completed on April 25, 2025.

The following table summarizes the carrying values of the assets and liabilities classified as held for sale as of December 31, 2024 (in thousands):

December 31, 2024

2 unchanged sentences

Other current assets

Property, plant and equipment, net

Property and equipment, net

Customer relationships, net

5 unchanged sentences

Contract liabilities, current portion

Contract liabilities, non-current portion

Contract liabilities, non-current

Total liabilities associated with assets classified as held for sale

Net assets held for sale

The Company's satellite and ground station networks, including operations, and maritime contracts associated with the U.S.

federal government will be retained by the Company at closing and are not included in the amounts presented above.

The Company expects the transaction, which is subject to customary closing conditions and regulatory approvals, to close during the second quarter of 2025.

Long-Term Debt

Long-term debt consisted of the following:

As of December 31, 2025, the Company did not have any long-term debt.

As of December 31, 2024, long-term debt consisted of the following (in thousands):

Blue Torch term loan

3 unchanged sentences

Non-current portion of long-term debt

Spire Global, Inc.

Notes to Consolidated Financial Statements

December 31, 2024 and 2023

(In thousands, except shares and per share data, unless otherwise noted)

The Company recorded $ 20,347 and $ 19,032 of interest expense, which included amortization of deferred issuance costs of $ 4,477 and $ 2,337 from long-term debt for the years ended December 31, 2024 and 2023, respectively.

As of December 31, 2024, the scheduled principal payments of long-term debt was as follows:

Fiscal year ending December 31,

Future Principal Payments

Total debt payments

(1) As of December 31, 2024, the Company was not in compliance with its leverage ratio and minimum liquidity financial covenants under the Blue Torch Financing Agreement;

therefore, the debt is reflected as a current liability.

The Company recorded interest expense, including amortization of deferred issuance costs from long-term debt, of $ 7.4 million and $ 20.3 million for the years ended December 31, 2025 and 2024, respectively.

Blue Torch Credit Agreement

On June 13, 2022, the Company, as borrower, and Spire Global Subsidiary, Inc.

and Austin Satellite Design, LLC, as guarantors, entered into a Financing Agreement (the “Blue Torch Financing Agreement”) with Blue Torch, as administrative agent and collateral agent, and certain lenders (the “Lenders”).

The Blue Torch Financing Agreement provides for, among other things, a term loan facility in an aggregate principal amount of up to $ 120,000 (the “Blue Torch Credit Facility”).

A portion of the proceeds of the term loan was used to repay the Company’s then-existing $ 70,000 credit facility with FP Credit Partners, L.P., and the remainder of the proceeds of the term loan may be used for general corporate purposes.

The Blue Torch Credit Facility is scheduled to mature on June 13, 2026.

Subject to certain exceptions, prepayments of principal under the Blue Torch Credit Facility will be subject to early termination fees in the amount of 3.0%, 2.0%, and 1.0% of the principal prepaid if prepayment occurs within the first, second and third years following the closing date, respectively, plus if prepayment would have occurred on or prior to the first anniversary of the closing date, a make-whole amount equal to the amount of interest that would have otherwise been payable through the maturity date of the Blue Torch Credit Facility.

The $120,000 term loan was available and drawn at closing, of which $19,735 was placed in an escrow account by Blue Torch with such amount to be released upon the Company achieving certain metrics related to annualized recurring revenue and a total annualized recurring revenue leverage ratio.

These metrics were achieved and the $19,735 was released from the escrow account and delivered to the Company in February 2023.

The term loan accrues interest at a floating rate, to be based, at the Company's election, on either a reference rate or a 3-month Term Secured Overnight Financing Rate ("SOFR") (subject to a 1.0% floor), plus an interest rate margin of 7.0% for reference rate borrowings and 8.0% for 3-month Term SOFR borrowings, plus an incremental Term SOFR margin of 0.26161%.

The Company elected the Term SOFR rate which was 12.6571 % as of December 31, 2024.

Principal on the term loan is only payable at maturity and interest on the term loan is due and payable quarterly for Term SOFR borrowings.

The Company is also required to pay other customary fees and costs in connection with the Blue Torch Credit Facility, including a commitment fee in an amount equal to $ 2,400 on the closing date, a $ 250 annual agency fee and an exit fee of $ 1,800 upon termination of the Blue Torch Financing Agreement.

The Blue Torch Financing Agreement contains customary affirmative covenants and customary negative covenants limiting the Company's ability and the ability of its subsidiaries to, among other things, dispose of assets, undergo a change in control, merge or consolidate, make acquisitions, incur debt, incur liens, pay dividends, repurchase stock and make investments, in each case subject to certain exceptions.

The Company must also comply with a maximum debt to annualized recurring revenue leverage ratio financial covenant tested monthly during the first two years of the Blue Torch Financing Agreement, a maximum debt to EBITDA leverage ratio financial covenant tested monthly during the third and fourth years of the Blue Torch Financing Agreement and a minimum liquidity financial covenant tested at all times

On September 27, 2023, the Company entered into the Waiver and Amendment No.

2 to Financing Agreement (the “Waiver and Amendment”) with Blue Torch and the Lenders, which amends the Blue Torch Financing Agreement to (a) waive an event of default under the Blue Torch Financing Agreement arising out of the total annualized recurring revenue leverage ratio being greater than the permitted ratio, (b) amend the financial covenants to provide covenant relief from the maximum debt to annualized recurring revenue leverage ratio and the maximum debt to EBITDA leverage ratio set forth in the Blue Torch Financing Agreement for future periods, and (c) provide for a second amendment exit fee.

The second amendment exit fee is

Spire Global, Inc.

Notes to Consolidated Financial Statements

December 31, 2024 and 2023

(In thousands, except shares and per share data, unless otherwise noted)

$ 1,800 (which is an amount equal to one and a half percent ( 1.50 %) of the aggregate outstanding principal balance of the term loans on the effective date of the Waiver and Amendment), bears interest from the date of the Waiver and Amendment at Adjusted Term SOFR for a 3-month interest period plus the applicable margin under the Financing Agreement, and is payable by the Company in cash upon the termination of the Blue Torch Financing Agreement, either as a result of acceleration of the loans or at the final maturity date.

The Waiver and Amendment required a repayment by the Company of $ 2,500 of the outstanding principal balance of the term loans and a prepayment premium of $ 50 , which were paid on October 2, 2023.

The Waiver and Amendment also requires additional reporting if the Company’s liquidity level is less than $ 35,000 at any time during a month and revises the minimum liquidity covenant to require liquidity of at least $ 30,000 at all times, commencing on September 30, 2023, which in both cases represent a $ 5,000 incremental change from the original requirements.

In addition, in connection with the closing of the financing, the Company paid Urgent Capital LLC, a Delaware limited liability company, a fee for introducing the Company to the Lenders, for the purpose of loan financing, in the amount equal to $ 600 in cash and a warrant to purchase 24,834 fully paid and non-assessable shares of the Company's Class A common stock with a per share exercise price of $ 16.88 (the “Urgent Warrants”).

On September 27, 2023, in connection with the Waiver and Amendment, the Company and certain affiliates of Blue Torch amended and restated the 2022 Blue Torch Warrants to reduce the per share exercise price from $ 16.08 to $ 5.44 .

The Company also concurrently issued new warrants to certain Blue Torch affiliates that are exercisable for an additional 597,082 shares of the Company’s Class A common stock at a per share exercise price of $ 5.44 (the “2023 Blue Torch Warrants" and together with the 2022 Blue Torch Warrants and the Urgent Warrants, the “Credit Agreement Warrants”).

The Company evaluated the Credit Agreement Warrants and concluded that they do not meet the criteria to be classified within stockholders’ equity.

The agreements governing the Credit Agreement Warrants include a provision that could result in a different settlement value for the Credit Agreement Warrants depending on their holder.

Because the holder of an instrument is not an input into the pricing of a fixed-for-fixed option on the Company’s Class A common stock, the Credit Agreement Warrants are not considered to be indexed to the Company’s Class A common stock.

As the Credit Agreement Warrants meet the definition of a derivative, the Company recorded these warrants as liabilities on the consolidated balance sheets at fair value (Note 9) based on the Black-Scholes model as of June 13, 2022 and September 27, 2023 with inputs that include the Company’s Class A common stock price in an actively traded market, making this fair value classified as a Level 2 financial instrument.

The other significant assumptions used in the model are the exercise price, expected term, volatility, interest rate, and dividend yield.

Subsequent changes in their respective fair values are recognized in the consolidated statements of operations at each reporting date.

Changes in the fair value of the warrant liabilities will continue to be recognized until the warrants are exercised, expire, or qualify for equity classification.

The Company incurred $ 4,591 of debt issuance costs, inclusive of fees paid to the Lenders, and issued Credit Agreement Warrants with an estimated fair value of $ 6,157 at the date of issuance, the total of which has been presented as a deduction from the carrying amounts of the Blue Torch Credit Facility on the consolidated balance sheets and is being amortized to interest expense over the term of the Blue Torch Credit Facility.

The Credit Agreement Warrants may be exercised on a cashless basis.

The Credit Agreement Warrants are exercisable for a term beginning on the date of issuance and ending on the earlier to occur of ten years from the date of issuance or the consummation of certain of the Company's acquisitions as set forth in the Credit Agreement Warrants.

The number of shares for which the Credit Agreement Warrants are exercisable and the associated exercise price are subject to certain proportional adjustments as set forth in the Credit Agreement Warrants.

On April 8, 2024, the Company entered into Amendment No.

3 to Financing Agreement (the “Third Amendment”) with Blue Torch and the Lenders, which amends the Blue Torch Financing Agreement to (i) increase the maximum debt to EBITDA leverage ratio for the monthly periods ending June 30, 2024, July 31, 2024, and August 31, 2024, and to decrease the maximum permitted ratio thereafter, and (ii) amend the minimum liquidity covenant to require liquidity of at least $ 20,000 at all times, commencing on April 8, 2024, which represents a $ 10,000 decrease from the requirement in effect immediately prior to the effective date of the Third Amendment.

On April 8, 2024, in accordance with the terms of the Third Amendment, the Company made a prepayment to Blue Torch of $ 10,000 in principal, plus an early termination fee of $ 200 .

and Austin Satellite Design, LLC, as guarantors, entered into a financing agreement (the “Blue Torch Financing Agreement”) with Blue Torch Finance LLC, a Delaware limited liability company (“Blue Torch”), as administrative agent and collateral agent, and certain lenders (the “Lenders”).

The Blue Torch Financing Agreement provided for, among other things, a term loan facility in an aggregate principal amount of up to $ 120.0 million (the “Blue Torch Credit Facility”).

The $ 120.0 million term loan was available and drawn at closing, of which $ 19.7 million was placed in an escrow account by Blue Torch with such amount released upon the Company achieving certain metrics related to annualized recurring revenue and a total annualized recurring revenue leverage ratio.

These metrics were achieved and the $ 19.7 million was released from the escrow account and delivered to the Company in February 2023.

The term loan accrued interest at a floating rate based, at the

Spire Global, Inc.

1 unchanged sentence

December 31, 2025 and 2024

(In thousands, except shares and per share data, unless otherwise noted)

On August 27, 2024, the Company entered into Waiver and Amendment No.

4 to Financing Agreement (the “Fourth Amendment”) with Blue Torch and the Lenders, which amends the Blue Torch Financing Agreement to (i) waive events of default under the Blue Torch Financing Agreement arising out of the maximum debt to EBITDA leverage ratio being greater than the ratio permitted by the Blue Torch Financing Agreement and the failure to deliver the financial statements for the fiscal quarter ended June 30, 2024 required by the Blue Torch Financing Agreement, (ii) amend the financial covenants in the Blue Torch Financing Agreement to provide immediate covenant relief from the leverage ratios set forth in the Blue Torch Financing Agreement and extend the duration of the annualized recurring revenue (ARR) leverage ratio through December 31, 2024, and (iii) provide for a fourth amendment fee.

The fourth amendment fee is in an amount equal to three and a half percent (3.50%) of the aggregate outstanding principal balance of the term loans on the effective date of the Fourth Amendment, bears interest from the date of the Fourth Amendment at Adjusted Term SOFR for a 3-month interest period plus the applicable margin under the Blue Torch Financing Agreement, and shall be paid-in-kind and added to the principal balance of the term loans.

On August 27, 2024, in accordance with the terms of the Fourth Amendment, the Company made a prepayment to Blue Torch of $ 10,000 in principal, plus an early termination fee of $ 100 .

On November 11, 2024, the Company and Blue Torch entered into a forbearance agreement (the “Forbearance Agreement”), pursuant to which each of the lenders party to the Blue Torch Financing Agreement agreed not to exercise their default-related rights and remedies with respect to certain events of default related to the failure to deliver quarterly financial information as of and for the periods ended June 30, 2024 that was required to be provided to the lenders by October 31, 2024, the leverage ratio being greater than required as of June 30, 2024 and our anticipated failure to file the financial statements for the fiscal quarter ended September 30, 2024 with the SEC by November 15, 2024 (collectively, the “Specified Defaults”), until the earliest to occur of (A) the occurrence of any other event of default other than the Specified Defaults, (B) the date on which Blue Torch delivered a notice terminating the forbearance period, which notice could have been delivered at any time upon or after the occurrence of an additional event of default or any breach of the Forbearance Agreement or (C) 11:59 p.m.

Eastern Time on December 24, 2024.

As the Company was not in compliance with its leverage ratio and minimum liquidity financial covenants and SEC periodic filing requirement non-financial covenant under the Blue Torch Financing Agreement, the balance due was reflected as a current liability in the consolidated balance sheets as of December 31, 2024.

Company’s election, on either a reference rate or a 3-month Term Secured Overnight Financing Rate (“SOFR”) (subject to a 1.0 % floor), plus an interest rate margin of 7.0 % for reference rate borrowings and 8.0 % for 3-month Term SOFR borrowings, plus an incremental Term SOFR margin of 0.26161 %.

The Company elected the Term SOFR rate.

Principal on the term loan was only payable at maturity and interest on the term loan was due and payable quarterly for Term SOFR borrowings.

On April 25, 2025, the Company used a portion of the proceeds from the Maritime Transaction to pay in full all outstanding obligations under the Blue Torch Financing Agreement, which was terminated in connection with the payment.

The total amount paid to Blue Torch, including outstanding principal, exit fees, termination penalties, applicable premiums, and accrued interest was approximately $ 108.6 million .

The Company recognized a $ 10.5 million loss on extinguishment of debt in the consolidated statements of operations for the year ended December 31, 2025.

Government Loan

In November 2021, the Company completed the Acquisition and assumed an interest free loan agreement with the Strategic Innovation Fund ("SIF") which was recorded at an amount equal to the proceeds received.

Under this agreement and subsequent amendment, the Company was eligible to receive funding for certain expenditures incurred from February 13, 2018 to May 12, 2023, up to a maximum of $ 5,701 .

Related to the SIF loan agreement, $ 4,618 and $ 5,128 was included in long-term debt, non-current on the consolidated balance sheets as of December 31, 2024 and 2023, respectively.

Any amount outstanding under this loan is repayable in 15 annual payments beginning February 28, 2026 and has a stated interest rate of zero.

The Company assumed an interest free loan agreement with the SIF upon the Acquisition which was recorded at an amount equal to the proceeds received.

Any amount outstanding under this loan would have been repayable in 15 annual payments beginning February 28, 2026, and would have had a stated interest rate of zero.

On April 25, 2025, the Company repaid all obligations under the SIF loan agreement.

The Company recognized $ 1.5 million as a loss on extinguishment of debt in the consolidated statements of operations for the year ended December 31, 2025 upon the repayment of the SIF loan.

The SIF loan agreement balance was $ 0 and $ 4.6 million , which was included in other long-term liabilities in the consolidated balance sheets as of December 31, 2025 and 2024, respectively.

Approximately 90 % of the Company's ROU assets and lease liabilities relate to office facilities leases, with the remaining amounts representing primarily ground station leases.

1 unchanged sentence

Certain of the Company’s lease agreements include escalating lease payments.

Additionally, certain lease agreements contain renewal provisions and other provisions which require the Company to pay taxes, insurance, or maintenance costs.

These payments are generally variable and are expensed as incurred on the consolidated statements of operations.

Lease expenses were $ 4,454 and $ 4,172 for the years ended December 31, 2024 and 2023, respectively.

Aggregate variable lease expenses and short-term lease expenses were $ 1,274 and $ 613 , for the years ended December 31, 2024 and 2023, respectively.

Certain lease agreements contain renewal or early termination provisions.

The lease term includes periods covered by options to extend the lease when it is reasonably certain that the Company will exercise such options, and excludes periods beyond the stated lease termination date for which it is not reasonably certain that an option will be exercised.

Extension options generally range from one to five years, and early termination rights are typically subject to contractual notice and payment obligations.

Payments under these leases, including taxes, insurance, maintenance, and escalating amounts, are generally variable and are expensed as incurred in the consolidated statements of operations.

Certain ground station leases include variable lease payments based on actual satellite contact minutes utilized.

Variable lease payments are excluded from lease liabilities and are recognized as lease expense as incurred.

The Company is the lessor in an operating sublease of office space.

Lease income from the sublease is recognized on a straight-line basis over the lease term.

The Company remains the primary obligor under the head lease;

accordingly, the ROU asset and lease liability continue to be recorded within operating lease ROU assets, other accrued expenses, and operating lease liabilities in the consolidated balance sheet.

The Company has no subleases classified as finance leases.

Operating lease expenses were $ 4.4 million and $ 4.5 million for the years ended December 31, 2025 and 2024, respectively.

Aggregate variable lease expenses and short-term lease expenses were $ 1.5 million and $ 1.3 million for the years ended December 31, 2025 and 2024, respectively.

Spire Global, Inc.

1 unchanged sentence

December 31, 2025 and 2024

(In thousands, except shares and per share data, unless otherwise noted)

The following table provides the required information regarding the Company's leases for which the Company is the lessee:

The following table provides the required information regarding the Company's leases for which the Company is the lessee (dollars in thousands):

Total lease liabilities

1 unchanged sentence

Weighted-average discount rate

As of December 31, 2024, the maturity of operating leases liabilities are as follows:

Fiscal year ending December 31,

As of December 31, 2025, the maturity of operating lease liabilities are as follows (in thousands):

Year ending December 31,

Total lease payments

1 unchanged sentence

Present value of lease liabilities

Operating cash flows paid were $ 4,720 and $ 2,782 included in the measurement of operating lease liabilities for the years ended December 31, 2024 and 2023, respectively, and were included in net cash used in operating activities in the consolidated statements of cash flows.

Amortization of ROU assets was $ 4,843 and $ 2,928 for the years ended December 31, 2024 and 2023, respectively.

The lease obligations are secured by the underlying leased assets and, in the event of default, the lessor's claim is limited to those assets.

Operating cash payments included in the measurement of operating lease liabilities were $ 2.4 million and $ 4.7 million for the years ended December 31, 2025 and 2024, respectively, all of which were included in net cash used in operating activities in the consolidated statements of cash flows.

Amortization of ROU assets was $ 3.1 million and $ 4.8 million for the years ended December 31, 2025 and 2024, respectively.

Spire Global, Inc.

1 unchanged sentence

December 31, 2025 and 2024

(In thousands, except shares and per share data, unless otherwise noted)

Fair Value Measurement

Assets and Liabilities Measured at Fair Value on a Recurring Basis

The following tables present the Company’s fair value hierarchy for its financial instruments that are measured at fair value on a recurring basis:

The following tables present the Company’s fair value hierarchy for its financial instruments that are measured at fair value on a recurring basis (in thousands):

December 31, 2025

1 unchanged sentence

Money market funds

Marketable securities:

Commercial paper

treasury bills and bonds

Long-term liabilities:

Credit Agreement Warrants

Contingent earnout liability

December 31, 2024

1 unchanged sentence

Money market funds

Marketable securities:

treasury bills and bonds

Commercial paper

government and agency securities

Long-term liabilities:

1 unchanged sentence

Contingent earnout liability

Financial Assets

The Company recognizes transfers between levels of the fair value hierarchy as of the date of the event or change in circumstances that cause the transfer.

There were no transfers between levels during the years presented.

Cash and Cash Equivalents and Marketable Securities

The Company’s marketable securities consist of debt securities that are classified as available-for sale and are reported at fair value in the consolidated balance sheets.

Unrealized gains and losses on these securities, which arise from changes in fair value, are recorded in accumulated other comprehensive loss, net of applicable income taxes.

The Company values its Level 1 assets, consisting of money market funds and U.S.

treasury bills and bonds, using quoted prices in active markets for identical instruments.

Financial assets whose fair values that are measured on a recurring basis using Level 2 inputs consist of commercial paper, corporate bonds, and U.S.

government and agency securities.

Financial assets whose fair values that are measured on a recurring basis using Level 2 inputs consist of commercial paper.

The Company measures the fair values of these assets with the help of a pricing service that either provides quoted market prices in active markets for identical or similar securities or uses observable inputs for their pricing without applying significant adjustments.

Public and Private Placement Warrants

The Company assumed 1,437,499 publicly-traded warrants (“Public Warrants”) and 825,000 private placement warrants issued by NavSight (“Private Warrants” and, together with the Public Warrants, the “Warrants”) upon the Merger, all of which were issued in connection with NavSight’s initial public offering and entitled the holder to purchase one share of the Company’s Class A common stock at an exercise price of $ 92.00 per share.

The fair value of the Public Warrants was based on the quoted market price and was classified as a Level 1 financial instrument.

In November 2022, the Company announced the commencement of an exchange offer (the "Offer") and consent solicitation relating to all holders of the Warrants to receive 0.2 shares of Class A common stock in exchange for each outstanding Warrant

Spire Global, Inc.

1 unchanged sentence

December 31, 2025 and 2024

(In thousands, except shares and per share data, unless otherwise noted)

tendered by the holder.

On December 19, 2022, a total of 2,069,561 Warrants were tendered and exchanged for 413,910 shares of Class A common stock.

Concurrently with the Offer, the Company solicited consents from holders of the Public Warrants to amend the Warrant Agreement to permit the Company to require that each Warrant that was outstanding upon the closing of the Offer be exchanged for 0.18 shares of Class A common stock, which is a ratio 10 % less than the exchange ratio applicable to the Offer (such amendment, the “Warrant Amendment”).

T he Warrant Amendment was approved because consents were received from holders of more than 65 % of the Company’s outstanding Public Warrants.

The remaining 192,936 Public Warrants were exchanged on January 4, 2023 for 34,728 shares of the Company's Class A common stock.

Following the exchange, none of the Warrants remain outstanding.

The following tables summarize the Company's cash, cash equivalents, and marketable securities by significant category (in thousands):

December 31, 2025

Amortized Cost

Unrealized Gains

Unrealized Losses

Cash and cash equivalents:

Cash equivalents:

Money market funds

treasury bills and bonds

Marketable Securities:

Commercial paper

treasury bills and bonds

December 31, 2024

Amortized Cost

Unrealized Gains

Unrealized Losses

Cash and cash equivalents:

Cash equivalents:

Money market funds

The following table represents amortized cost and estimated fair value of marketable securities, by contractual maturity (in thousands):

December 31, 2025

Amortized Cost

Due in one year or less

The Company did not record any impairment charges related to its available-for-sale securities during the years ended December 31, 2025 and 2024.

The Company has concluded that no allowance for credit losses is necessary for these unrealized losses based on the credit quality of the securities and the liquidity and maturity considerations.

Credit Agreement Warrants

On June 13, 2022, in connection with the Blue Torch Financing Agreement, the Company issued the 2022 Blue Torch Warrants to Blue Torch, which were exercisable for an aggregate of 437,024 shares of the Company’s Class A common stock with a per share exercise price of $ 16.08 .

Additionally, in connection with the closing of the financing, the Company issued the Urgent Warrants to Urgent Capital LLC for introducing the Company to the Lenders, which is exercisable for an aggregate of 24,834 shares of the Company's Class A common stock with a per share exercise price of $ 16.08 .

The Company also concurrently issued the 2023 Blue Torch Warrants to those affiliates that are exercisable for an additional 597,082 shares of the Company’s Class A common stock at a per share exercise price of $ 5.44 .

In addition, in connection with the closing of the financing, the Company paid Urgent Capital LLC, a Delaware limited liability company, $ 0.6 million in cash and issued the Urgent Warrants to purchase 24,834 shares of the Company’s Class A common stock with a per share exercise price of $ 16.08 .

On September 27, 2023, in connection with the Waiver and Amendment No.

2 to Financing Agreement, which amended the Blue Torch Financing Agreement, the Company and certain affiliates of Blue Torch amended and restated the 2022 Blue Torch Warrants to reduce the per share exercise price from $ 16.08 to $ 5.44 ;

the exercise price of the Urgent Warrants remained unchanged at $ 16.08 .

The Company also concurrently issued new warrants to certain Blue Torch affiliates that were exercisable for an additional 597,082 shares of the Company’s Class A common stock at a per share exercise price of $ 5.44 (the “2023 Blue Torch Warrants” and together with the 2022 Blue Torch Warrants and the Urgent Warrants, the “Credit Agreement Warrants”).

On May 30, 2025, Blue Torch exercised 825,623 warrants to purchase shares of the Company’s Class A common stock on a cashless basis, in accordance with the applicable warrant agreement.

Based on the exercise price of $ 5.44 and the Company’s

Spire Global, Inc.

Notes to Consolidated Financial Statements

December 31, 2025 and 2024

Class A common stock price of $ 10.66 on the date of exercise, the Company issued 404,286 shares of Class A common stock.

On June 11, 2025, Blue Torch exercised its remaining 208,483 warrants, excluding the Urgent Warrants, also on a cashless basis.

Using the exercise price of $ 5.44 and the Company’s Class A common stock price of $ 11.83 on the date of exercise, the Company issued 112,611 shares of Class A common stock.

No cash was received in connection with either exercise.

As of December 31, 2025, Urgent Warrants representing the right to purchase 24,834 shares of the Company's Class A common stock remained outstanding and exercisable.

The Company evaluated the Credit Agreement Warrants and concluded that they do not meet the criteria to be classified within stockholders’ equity.

As a result, the Credit Agreement Warrants are classified as liabilities and recorded at fair value on the consolidated balance sheets.

The fair value of the Credit Agreement Warrants is estimated using the Black-Scholes model with inputs that include the Company’s Class A common stock price in an actively traded market, making this fair value classified as a Level 2 financial instrument.

The other significant assumptions used in the model are the exercise price, expected term, volatility, interest rate, and expected dividend yield.

The Credit Agreement Warrants may be exercised on a cashless basis, allowing the holder to receive shares instead of paying cash.

The holder of the Urgent Warrants controls whether and when to exercise the Urgent Warrants, and chooses the method of settlement as permitted under the Urgent Warrant agreements;

the Company is obligated to issue shares if the Urgent Warrants are exercised in accordance with these terms.

The Company recognized a gain of $ 3.2 million and $ 5.3 million in the consolidated statement of operations for changes in the fair value of the Credit Agreement Warrants during the years ended December 31, 2025 and 2024, respectively.

The table below quantifies the significant inputs used for the Credit Agreement Warrants:

6 unchanged sentences

Securities Purchase Agreement Warrants

On March 21, 2024, the Company entered into a Securities Purchase Agreement with the Investors, pursuant to which the Company issued and sold in the Offering, (i) an aggregate of 2,142,858 shares of Class A common stock and (ii) Securities Purchase Agreement Warrants exercisable for an aggregate of 2,142,858 shares of Class A common stock to the Investors.

Each share of Class A common stock and accompanying Securities Purchase Agreement Warrant to purchase one share of Class A common stock was sold at an offering price of $ 14.00 .

The aggregate gross proceeds to the Company from the Offering totaled $ 30,000 before deducting the placement agent’s fees and related offering expenses.

The Securities Purchase Agreement Warrants had an exercise price equal to $ 14.50 per share of Class A common stock, were exercisable for a term beginning on March 25, 2024 and expired on July 3, 2024, with no warrants exercised.

The warrant liability relating to the Securities Purchase Agreement Warrants was reversed as of June 30, 2024, since the Company's per share market value as of June 30, 2024, was below the exercise price of such warrants.

On March 12, 2025, the Company entered into a Securities Purchase Agreement (the “2025 Securities Purchase Agreement”) with the purchasers named therein for the private placement (the “2025 Private Placement”) of (i) 4,843,750 shares of Class A common stock at a purchase price of $ 8.00 per share and (ii) pre-funded warrants (the “Pre-Funded Warrants”) to purchase 156,250 shares of Class A common stock at a purchase price of $ 7.9999 per Pre-Funded Warrant.

The Pre-Funded Warrants had an exercise price of $ 0.0001 per share of Class A common stock, were exercisable immediately, and remained outstanding until fully exercised.

The Pre-Funded Warrants were initially recorded at fair value on the issuance date, which equaled the proceeds received on March 14, 2025.

The Pre-Funded Warrants were classified as liabilities because they contained provisions that could require cash settlement under certain circumstances and, accordingly, were not considered indexed to the Company’s own stock.

As liability-classified instruments, the Pre-Funded Warrants were measured at fair value at each reporting date, with changes in fair value recognized in the consolidated statements of operations.

On June 10, 2025, all 156,250 Pre-Funded Warrants were exercised on a cashless basis in accordance with the Pre-Funded Warrant agreement.

As a result, the Company issued 156,249 shares of Class A common stock, reflecting the $ 0.0001 per-share exercise price.

Contingent Earnout Liability

In connection with the Merger, which was accounted for as a reverse recapitalization, eligible Spire equity holders are entitled to receive additional shares of the Company's Class A common stock upon the achievement of certain earnout triggering events.

The earnout shares are not indexed to the Company's Class A common stock and therefore were recorded as a liability, with an offset to additional paid-in capital at the reverse recapitalization date.

This liability is remeasured at each reporting period, with changes in fair value recognized in other income (expense), net in the consolidated statements of operations.

The earnout is

Spire Global, Inc.

1 unchanged sentence

December 31, 2025 and 2024

(In thousands, except shares and per share data, unless otherwise noted)

Contingent Earnout Liability

In connection with the Merger, eligible Spire equity holders are entitled to receive additional shares of the Company's Class A common stock upon the achievement of certain earnout triggering events.

The estimated fair value of the contingent earnout liability is determined using a Monte Carlo simulation using a distribution of potential outcomes on a monthly basis over the earnout period, which is a period up to five years post-closing of the Merger, prioritizing the most reliable information available, making this fair value classified as a Level 3 liability.

The assumptions utilized in the calculation are based on the achievement of certain stock price milestones, including the current price of the Company’s Class A common stock, expected volatility, risk-free interest rate, expected term and expected dividend yield.

scheduled to expire in August 2026, and the probability of achievement is currently assessed as zero based on the Company's evaluation of the underlying performance conditions and market inputs.

The contingent earnout liability is categorized as a Level 3 fair value measurement using the Monte Carlo model because the Company estimates projections during the earnout period utilizing unobservable inputs.

Contingent earnout payments involve certain assumptions requiring significant judgment and actual results may differ from assumed and estimated amounts.

The table below quantifies the significant inputs used for the contingent earnout liability:

5 unchanged sentences

August 16, 2026

The following table presents a summary of the changes in the fair value of the Company’s Level 3 financial instruments that are measured at fair value on a recurring basis:

The following table presents a summary of the changes in the fair value of the Company’s Level 3 financial instruments that are measured at fair value on a recurring basis (in thousands):

Fair value as of December 31, 2024

1 unchanged sentence

Fair value as of December 31, 2025

Cash and Cash Equivalents and Marketable Securities

The following tables summarize the Company's cash, cash equivalents and available-for-sale securities by significant marketable securities category:

December 31, 2024

Amortized Cost

Unrealized Gains

Unrealized Losses

Cash and cash equivalents:

Cash equivalents:

Money market funds

December 31, 2023

Amortized Cost

Unrealized Gains

Unrealized Losses

Cash and cash equivalents:

Cash equivalents:

Money market funds

Marketable Securities:

treasury bills and bonds

Commercial paper

government and agency securities

Spire Global, Inc.

Notes to Consolidated Financial Statements

December 31, 2024 and 2023

(In thousands, except shares and per share data, unless otherwise noted)

In accordance with the Company's investment policy, investments are placed in investment grade securities with high credit quality issuers, and generally limit the amount of credit exposure to any one issuer.

The Company evaluates securities for impairment at the end of each reporting period.

The Company did not record any impairment charges related to its available-for-sale securities during the years ended December 31, 2024 and 2023.

Commitments and Contingencies

L3Harris Commitment

In conjunction with the Acquisition, the Company acquired the agreement (the "L3Harris Agreement") with L3Harris Technologies, Inc.

("L3Harris") to receive satellite automatic identification system ("S-AIS") data from the L3Harris AppStar payloads on-board Iridium NEXT Constellation, Iridium's Real-Time Second-Generation satellite constellation with 58 AppStar payloads.

Under the Amended and Restated L3Harris Agreement dated January 21, 2020 (the "A&R L3Harris Agreement"), the Company incurs a fixed fee of $ 358 per month.

The A&R L3Harris Agreement expires on August 7, 2031.

Under the A&R L3Harris Agreement, the Company will pay a 30 % share of S-AIS data revenues for the portion of exactEarth annual S-AIS data revenue which is in excess of $ 16,000 .

No revenue share was owed to L3Harris under the A&R L3Harris Agreement, with respect to AIS Analytics sales, during the years ended December 31, 2024 and 2023.

The Company recognized $ 4,952 and $ 5,059 in cost of revenue in the consolidated statements of operations for costs incurred to acquire exclusive access rights to data generated from satellites for the years ended December 31, 2024 and 2023, respectively.

The following table summarizes the operational fees commitment under the A&R L3Harris Agreement, which includes the fixed payment obligations to L3Harris:

Future Payment Obligations

Fiscal year ending December 31,

At times, the Company is party to various claims and legal actions arising in the normal course of business.

1 unchanged sentence

however, there can be no assurance that the ultimate resolution of these matters will not have a material impact on the Company’s consolidated financial statements in any period.

Stockholder Litigation

On August 20, 2024, the Company and two of its executive officers were named as defendants in a purported federal securities law class action filed in the United States District Court for the Eastern District of Virginia, captioned Michal Bousso v.

Spire Global, Inc.

et al., Court File No.

1:24-cv-1458 (the "Bousso Lawsuit").

On October 14, 2024, a second plaintiff filed a similar lawsuit against the Company and three current or former executive officers, also in the United States District Court for the Eastern District of Virginia, captioned Kohei Tagawa v.

Spire Global, Inc.

et al., Court File No.

1:24-cv-1810 (the “Tagawa Lawsuit”).

On November 22, 2024, the court consolidated the Bousso Lawsuit and the Tagawa Lawsuit, appointed Michal Bousso as lead plaintiff, and renamed the case to “In re Spire Global, Inc.

Securities Litigation,” Master File No.

1:24-cv-1458-MSN-WEF (the “Master Securities Lawsuit”).

On December 23, 2024, the plaintiff filed an amended complaint in the Master Securities Lawsuit, which alleges violations of Sections 10(b) and 20(a) of the Exchange Act (and Rule 10b-5 thereunder),

Spire Global, Inc.

Notes to Consolidated Financial Statements

December 31, 2024 and 2023

(In thousands, except shares and per share data, unless otherwise noted)

arising from or relating to our announcements in August 2024 that certain of the Company's previously issued audited and unaudited financial statements should not be relied upon.

Plaintiff alleges that the Company and the individual defendants made false or misleading statements relating to (1) how revenue was recognized for pre-space services for certain space contracts, and (2) how costs for certain contracts were characterized.

The plaintiff seeks to represent a class of shareholders who purchased or otherwise acquired our common stock between May 11, 2022 and August 14, 2024.

The plaintiff seeks damages and other relief, including attorneys' fees and costs.

The defendants are vigorously defending this lawsuit.

On January 22, 2025, the defendants moved to dismiss the amended complaint in its entirety.

The court in the Master Securities Lawsuit held argument on the Company’s motion to dismiss on March 14, 2025.

After hearing argument from both sides, the court issued its order on the record dismissing the Master Securities Lawsuit without prejudice.

The court granted the plaintiff 30 days to consider whether to amend.

On September 5, 2024, a stockholder derivative lawsuit was filed in the United States District Court for the Eastern District of Virginia, purportedly on behalf of the Company against certain of its officers and directors and the Company (as a nominal defendant), captioned Lawrence Hollin v.

Platzer et al.

, Court File No.

1:24-cv-01558 (the “ Hollin Lawsuit”).

On September 10, 2024, a second stockholder derivative lawsuit was filed in the United States District Court for the Eastern District of Virginia, also purportedly on behalf of the Company against certain of its officers and directors and the Company (as a nominal defendant), captioned Richard Cobb v.

Platzer et al.

, Court File No.

1:24-cv-01596 (the “ Cobb Lawsuit”).

On November 12, 2024, a third stockholder derivative lawsuit was filed in the United States District Court for the Eastern District of Virginia, also purportedly on behalf of the Company against certain of its officers and directors and the Company (as a nominal defendant) captioned L.

Robert Oros v.

Platzer et al.

, 1:24-cv-02020 (the “ Oros Lawsuit”).

On November 14, 2024, the Court consolidated the Hollin Lawsuit and the Cobb Lawsuit and renamed the case to In re Spire Global, Inc.

Stockholder Derivative Litigation , No.

1:24-cv-01596 (the “Master Derivative Case”).

On December 2, 2024, the Court consolidated the Oros Lawsuit into the Master Derivative Case.

The lawsuits in the Master Derivative Case arise out of the same subject matter as the Master Securities Lawsuit, and they allege some or all of the following claims:

(1) breach of fiduciary duty;

(2) gross mismanagement;

(3) waste of corporate assets;

(4) unjust enrichment;

(5) as against the director defendants, violations of Section 14(a) of the Exchange Act and Rule 14a-9 promulgated thereunder;

(6) as against the officer defendants, contribution under Sections 10(b) and 21D of the Exchange Act;

and (7) aiding and abetting.

Each of the lawsuits in the Master Derivative Case seeks damages and other relief, including attorneys' fees and costs.

The Master Derivative Case is currently stayed pending the motion to dismiss in the Master Securities Lawsuit.

Share Purchase Agreement Litigation

As previously disclosed, on November 13, 2024, we entered into a Purchase Agreement with the Buyer, pursuant to which the Company agreed to complete the Transactions.

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

The purchase price to be paid by Buyer to the Company at the closing of the Transactions is a cash payment based upon an enterprise value of $ 233,500 , subject to certain adjustments.

The Transactions also include a twelve-month transition service and data provision agreement for $ 7,500 The Purchase Agreement provides that the closing of the Transactions is subject to the satisfaction or waiver of certain closing conditions set forth in the Purchase Agreement.

The Company believes all conditions to closing contained in the Purchase Agreement have been satisfied or could be satisfied.

Notwithstanding our notice to Buyer to that effect, Buyer has failed to consummate the closing.

Buyer has cited various reasons for declining to close, which the Company has rejected.

There is currently no governmental order in effect prohibiting closing and, in the Purchase Agreement, Buyer agreed to “use best efforts, and to take any and all actions necessary, to eliminate each and every impediment that is asserted” by relevant government entities so as to enable the parties to consummate the Transactions promptly.

the Company believes that Buyer’s failure to close is not consistent with the terms of the Purchase Agreement, which do not give Buyer the option to delay closing once all closing conditions have been met.

As a result of the foregoing, on February 10, 2025, the Company filed a complaint in the Delaware Court of Chancery against Buyer seeking a grant of specific performance ordering Buyer to satisfy its obligations under the Purchase Agreement and consummate the closing in accordance with the terms of the Purchase Agreement.

Buyer removed the matter to the District of Delaware, pursuant to a contract term in the Purchase Agreement promising not to contest removal to that court.

The District of Delaware initially selected a March 4 trial date, but on February 26, 2025, the court

L3Harris Commitment

In conjunction with the Acquisition, the Company acquired the agreement (the "L3Harris Agreement") with L3Harris to receive satellite automatic identification system ("S-AIS") data from the L3Harris AppStar payloads on-board Iridium NEXT Constellation, Iridium's Real-Time Second-Generation satellite constellation with 58 AppStar payloads.

Under the A&R L3Harris Agreement, the Company incurred a fixed fee of $ 0.4 million per month.

The A&R L3Harris Agreement expires on August 7, 2031.

Under the A&R L3Harris Agreement, the Company was required to pay a 30 % share of S-AIS data revenue for the portion of exactEarth annual S-AIS data revenue which was in excess of $ 16.0 million.

No revenue share was owed to L3Harris under the A&R L3Harris Agreement, with respect to AIS Analytics sales, during the years ended December 31, 2025 and 2024.

The Company recognized $ 1.6 million and $ 5.0 million in cost of revenue in the consolidated statements of operations for costs incurred to acquire exclusive access rights to data generated from satellites for the years ended December 31, 2025 and 2024, respectively.

In connection with the closing of the Maritime Transaction, on April 25, 2025, the Company and L3Harris entered into the Settlement Agreement, pursuant to which, upon the closing of the Maritime Transaction, Buyer paid L3Harris $ 17.0 million for full and complete resolution and release of all disputes asserted in connection with the A&R L3Harris Agreement between

Spire Global, Inc.

1 unchanged sentence

December 31, 2025 and 2024

(In thousands, except shares and per share data, unless otherwise noted)

set a trial date of May 28-30, 2025.

There is no assurance as to what action the District of Delaware will take with respect to the proceeding initiated by the Company and there is no assurance as to whether or not the Transactions will be consummated on the terms contemplated or at all.

Whether or not the Transactions are consummated as required, the Company reserves all of its rights under the Purchase Agreement and in law and equity, including the right to seek damages and other remedies from Buyer.

The amount of any damages which may be sought or obtained from Buyer cannot be determined at this time.

Except as disclosed above, the Company is not currently a party to any legal proceedings that, if determined adversely to the Company, would, in the Company's opinion, have a material adverse effect on its business, results of operations, financial condition, or cash flows.

Future litigation may be necessary to defend the Company, its partners, and its customers by determining the scope, enforceability, and validity of third-party proprietary rights, or to establish the Company's proprietary rights.

The results of any current or future litigation cannot be predicted with certainty, and regardless of the outcome, litigation can have an adverse impact on the Company because of defense and settlement costs, diversion of management resources, and other factors.

exactEarth and L3Harris.

The Company and Buyer further agreed that the Company would contribute $ 7.0 million toward the Settlement in the form of a reduction to the cash paid by Buyer to the Company at the closing of the Maritime Transaction.

In July 2025, the Company received a subpoena from the SEC seeking records relating to, among other matters, (i) the restatement of its consolidated financial statements as of and for the years ended December 31, 2023 and 2022, the unaudited condensed consolidated financial information as of the quarter ends and for the interim periods in the years ended December 31, 2023 and 2022, and the unaudited condensed consolidated financial statements as of and for the quarter ended March 31, 2024;

(ii) its historical accounting policies and practices;

(iii) its internal control over financing reporting, disclosure controls and procedures, and material weaknesses therein;

and (iv) the premature filing of its Annual Report on Form 10-K for the year ended December 31, 2024.

The Company is in the process of producing records responsive to the subpoena and intends to continue cooperating with the SEC’s investigation;

however, it cannot predict the ultimate outcome or timing of the investigation.

Legal costs related to this matter are expensed as incurred.

Space Services Customer Dispute

On September 20, 2024, NorthStar Earth & Space, Inc., a Space Services customer, initiated arbitration before the Court of International Arbitration of the International Chamber of Commerce (“ICC”) against Legacy Spire, seeking approximately $ 15.0 million in damages for alleged breaches of a Space Services contract entered into on March 1, 2022, to build a constellation of satellites focused on space-situational awareness and debris monitoring.

On October 30, 2024, Legacy Spire denied all claims and asserted a counterclaim seeking approximately $ 5.0 million in damages.

Separately, on October 22, 2024, Legacy Spire filed a motion for summary judgment in the Supreme Court of the State of New York, New York County, seeking to enforce the customer’s payment obligations under a promissory note, which became due on October 20, 2024, issued in connection with the Space Services contract.

Legacy Spire sought payment of approximately $ 5.1 million, consisting of $ 4.5 million in principal, $ 0.6 million in interest, along with 14 % interest per annum.

The customer subsequently removed the action to the U.S.

District Court for the Southern District of New York, and filed a motion to compel arbitration of the claim and stay the case pending the outcome of the arbitration.

On February 24, 2025, the court granted the customer’s motion, compelling arbitration of all disputes arising from the note and staying the court proceedings pending the outcome of the arbitration.

On February 24, 2025, the customer filed a Revised Request for Arbitration, seeking damages in the sum of $ 45.9 million, alleging additional breach of contract, willful misconduct and fraudulent misrepresentation claims against the Company, which the Company denies in full.

In January 2026, the arbitral tribunal held an evidentiary hearing, the outcome of which remains pending.

The Company believes that it has strong factual and legal defenses to NorthStar's claims and that the damages by NorthStar are speculative, without evidentiary support, and contrary to the terms of the Space Services contract.

At this time, the Company cannot predict the ultimate outcome of this matter.

Note Receivable

The Company has outstanding a $ 4,500 note receivable plus accrued interest of $ 744 issued to a Space Services customer as of December 31, 2024.

As of December 31, 2024, the Company had a $ 4.5 million note receivable, plus accrued interest of $ 0.7 million, issued to a Space Services customer.

The note and accrued interest were due in October 2024;

The Company is aware that the customer has been using cash in its operations and its available cash is low.

Given the customer's financial performance, the customer did not pay the note and accrued interest when it was due.

The customer has announced that it has secured a financing arrangement with its principal shareholder that would provide it sufficient funds to repay the note and the customer has asserted to the Company its intention to repay the note.

however, the customer did not make payment when due.

As a result of the nonpayment and the Company's assessment of the customer's ability to pay, the Company stopped accruing additional interest on the note beginning in November 2024.

The Company recorded a provision for the expected credit loss of $ 5.2 million as of December 31, 2024, which remains recorded as of December 31, 2025.

The Company believes that a loss of the entire principal value and accrued interest is reasonably possible but not probable.

The Company recorded a provision for the current expected credit loss of $ 5,244 as of December 31, 2024.

As discussed above, on October 22, 2024, the Company initiated litigation to recover the principal and interest due on the note.

The claim is subject to arbitration, which remains pending.

Spire Global, Inc.

Notes to Consolidated Financial Statements

December 31, 2025 and 2024

Stock-Based Compensation

In connection with the Closing, the Company adopted the 2021 Equity Incentive Plan (the “2021 Plan”) and the 2021 Employee Stock Purchase Plan (the “2021 ESPP”).

The number of shares available for issuance under the 2021 Plan is increased on the first day of each fiscal year, beginning on January 1, 2022, in an amount equal to the lesser of (i) 2,994,000 shares of Class A common stock, (ii) a number of shares of Class A common stock equal to 5 % of the total number of shares of all of Class A common stock outstanding as of the last day of the immediately preceding fiscal year, or (iii) such number of shares of Class A common stock as the Company’s board of directors or its designated committee may determine no later than the last day of the immediately preceding fiscal year.

The 2021 Plan permits the grant of incentive stock options, nonstatutory stock options, stock appreciation rights, restricted stock, restricted stock units, and performance awards to employees, directors, or consultants under the 2021 Plan.

Under the 2021 ESPP, the Company can grant stock options to employees to purchase shares of Class A common stock at a purchase price which equals 85 % of the lower of (i) the fair market value of Class A common stock on the first trading day of the offering period or (ii) the fair market value of Class A common stock on the exercise date.

As of December 31, 2024, 572,038 and 596,830 shares were available for grant under the 2021 Plan and 2021 ESPP, respectively.

The following table summarizes stock option activity under the Company's equity compensation plans:

The Company has outstanding equity awards issued under its 2021 Equity Incentive Plan (the “2021 Plan”) and the 2021 Employee Stock Purchase Plan (the “2021 ESPP”).

The number of shares available for issuance under the 2021 Plan is increased on the first day of each year in an amount equal to the lesser of (i) 2,994,000 shares of Class A common stock, (ii) a number of shares of Class A common stock equal to 5 % of the total number of shares of all of Class A common stock outstanding as of the last day of the immediately preceding year, or (iii) such number of shares of Class A common stock as the Company’s board of directors or its designated committee may determine no later than the last day of the immediately preceding year.

Stock options granted under the 2021 Plan generally vest over a four-year period and have a maximum contractual term of 10 years.

Under the 2021 ESPP, the Company can make shares of its Class A common stock available for purchase by employees at a purchase price equal to 85 % of the lower of (i) the fair market value of Class A common stock on the first trading day of the offering period or (ii) the fair market value of Class A common stock on the exercise date.

As of December 31, 2025, 608,178 and 751,436 shares of Class A common stock were available for issuance under the 2021 Plan and 2021 ESPP, respectively.

The following table summarizes stock option activity under the Company's equity compensation plans (dollars in thousands, except for per share amounts):

Aggregate Intrinsic Value ('000)

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Exercisable at December 31, 2025

The fair value of stock-based compensation for stock options was estimated using the Black-Scholes option-pricing model requiring the use of subjective valuation assumptions and inputs, including the expected stock price volatility.

The Company’s options have characteristics significantly different from those of traded options, and changes in input assumptions can materially affect the fair value estimates.

Stock-based compensation expense for options is recognized over their applicable vesting period, which ranges from one to four years.

The fair value of stock options was estimated using the following assumptions at the date of the grant:

Year ended December 31,

Risk-free interest rate

Expected volatility factor

Expected option life

Expected dividend yield

The aggregate intrinsic value of options exercised was $ 1.2 million and $ 0.3 million during the years ended December 31, 2025 and 2024, respectively.

The aggregate fair value of options vested was $ 0.4 million and $ 3.0 million during the years ended December 31, 2025 and 2024, respectively.

The Company received $ 1.8 million and $ 0.3 million in cash proceeds from options exercised during the years ended December 31, 2025 and 2024, respectively.

There were 21,650 and 33,901 options granted during the years ended December 31, 2025 and 2024, respectively.

The weighted-average grant date fair value of options granted was $ 6.04 and $ 5.15 for the years ending December 31, 2025 and 2024, respectively.

Spire Global, Inc.

1 unchanged sentence

December 31, 2025 and 2024

(In thousands, except shares and per share data, unless otherwise noted)

The aggregate intrinsic value of options exercised was $ 251 and $ 1 during the years ended December 31, 2024 and 2023, respectively.

The aggregate fair value of options vested was $ 3,024 and $ 3,729 during the years ended December 31, 2024 and 2023, respectively.

The Company received $ 335 and $ 3 in cash proceeds from options exercised during the years ended December 31, 2024 and 2023, respectively.

There were 33,901 and 61,446 options granted during the years ended December 31, 2024 and 2023, respectively.

The weighted-average grant date fair value of options granted was $ 5.15 and $ 2.77 for the years ending December 31, 2024 and 2023, respectively.

The following table summarizes RSU activity under the 2021 Plan:

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Outstanding as of December 31, 2024

RSUs and PSUs vested

RSUs forfeited

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For RSUs with service-based vesting conditions, the fair value is calculated based upon the Company’s closing stock price on the date of grant, and the stock-based compensation expense is recognized over the applicable grant vesting term, generally three to four years.

The aggregate fair value of RSUs vested was $ 15,526 and $ 14,294 during the years ended December 31, 2024 and 2023, respectively.

As of December 31, 2024, there was $ 23,792 of total unrecognized compensation expense related to options and RSUs expected to be recognized over a weighted-average period of 1.89 years.

The following table summarizes the components of total stock-based compensation expense based on roles and responsibilities of the employees within the consolidated statements of operations:

For PSUs with performance-based vesting conditions, the fair value is determined based upon the Company’s closing stock price on the date of grant, and compensation expense is recognized over the applicable performance period when achievement of the performance condition is considered probable.

The aggregate fair value of RSUs and PSUs vested was $ 14.8 million and $ 15.5 million during the years ended December 31, 2025 and 2024, respectively.

In connection with the Maritime Transaction, certain affected employees had 197,604 outstanding options and RSUs accelerated.

This acceleration resulted in incremental stock‑based compensation expense of $ 1.5 million for the year ended December 31, 2025.

The accelerated options and RSUs retained their original grant terms.

As of December 31, 2025, there was $ 20.4 million of total unrecognized compensation expense related to options and RSUs expected to be recognized over a weighted-average period of 2.28 years.

The following table summarizes the components of total stock-based compensation expense based on roles and responsibilities of the employees within the consolidated statements of operations (in thousands):

Year Ended December 31,

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General and administrative

The Company’s options have characteristics significantly different from those of traded options, and changes in input assumptions can materially affect the fair value estimates.

Stock-based compensation expense for options is recognized over their respective vesting period, which ranges from one to four years .

The fair value of stock options was estimated using the following assumptions at the date of the grant:

Year Ended December 31,

Risk-free interest rate

Expected volatility factor

Expected option life

Expected dividend yield

Stockholders’ Equity

In August 2021, the Company’s Board of Directors approved the amended and restated certificate of incorporation which states the Company’s authority to issue 1,000,000,000 shares of Class A and 15,000,000 shares of Class B common stock with a par value of $ 0.0001 per share.

The total number of shares of preferred stock authorized to be issued is 100,000,000 shares, par value $ 0.0001 per share, and no ne was outstanding as of December 31, 2024 and 2023.

Spire Global, Inc.

Notes to Consolidated Financial Statements

December 31, 2024 and 2023

(In thousands, except shares and per share data, unless otherwise noted)

Stockholders’ Equity and Equity Transactions

The Company is authorized to issue 1,000,000,000 shares of Class A common stock and 15,000,000 shares of Class B common stock, each with a par value of $ 0.0001 per share.

The Company is also authorized to issue 100,000,000 shares of preferred stock, par value of $ 0.0001 per share.

No shares of preferred stock were issued or outstanding as of December 31, 2025 and 2024.

Shares of Class A common stock have both economic and voting rights.

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Each holder of shares of Class A common stock will be entitled to one vote for each share of common stock held at all meetings of shareholders and each holder of shares of Class B common stock will be entitled to nine votes for each share of common stock held at all meetings of shareholders.

Prior to the Closing of the Merger, voting, dividend and liquidation rights of the holders of the common stock were subject to and qualified by the rights, powers, and preferences of the holders of the preferred stock.

The holders of the common stock were entitled to one vote for each share of common stock held at all meetings of shareholders.

Dividends were issued to common stockholders only after holders of the preferred stock received funds legally available in the amount equal to 8 % of the original issuance price per annum on each outstanding share of preferred stock.

In the event of liquidation, dissolution, distribution of assets or winding-up of the Company, the holders of common stock would receive payment on a pro rata basis on the number of shares held by each such holder, after the rights of the holders of the preferred stock have been satisfied.

Loss before income taxes consisted of the following:

Dividend Restrictions

The Company has never declared or paid cash dividends on its Class A common stock and does not intend to do so in the foreseeable future.

Payment of dividends depends on funds legally available and on the earnings and cash flows of its subsidiaries.

Certain subsidiaries are subject to contractual or financing restrictions that may limit dividend payments.

Spire Global, Inc.

Notes to Consolidated Financial Statements

December 31, 2025 and 2024

Equity Transactions

On September 14, 2022, the Company entered into an Equity Distribution Agreement with Canaccord Genuity LLC, under which it could offer and sell up to $ 85.0 million of the Company's Class A common stock pursuant to a registration statement on Form S-3, which became effective on September 26, 2022.

In June 2023, approximately 2.2 million shares were sold through this arrangement, generating net proceeds of $ 8.0 million .

As of December 31, 2025, approximately $ 76.8 million of shares remained unsold;

however, due to late filings of the Company’s Quarterly Reports on Form 10-Q for the quarters ended June 30, 2024, September 30, 2024, June 30, 2025, and September 30, 2025, and the expiration of the applicable registration statement, no further sales can be made under the agreement.

On February 4, 2024, the Company and Signal Ocean Ltd.

entered into a securities purchase agreement for the issuance and sale of 833,333 shares of the Company’s Class A common stock at a price of $ 12.00 per share, resulting in net proceeds of $ 9.8 million, after deducting offering expenses.

On March 21, 2024, the Company entered into a Securities Purchase Agreement with institutional investors and issued 2,142,858 shares of Class A common stock at an offering price of $ 14.00 per share, for aggregate net proceeds of $ 28.1 million , after deducting offering expenses.

The accompanying warrants to purchase 2,142,858 shares of Class A common stock had an exercise price of $ 14.50 per share, were exercisable from March 25, 2024 to July 3, 2024, and expired unexercised.

The Company engaged Alliance Global Partners as placement agent in connection with the offering under the Securities Purchase Agreement, paid them $ 1.8 million, and agreed to pay additional fees on any warrant exercises, which did not occur prior to the expiration of the warrants.

On March 12, 2025, the Company entered into the 2025 Securities Purchase Agreement with the purchasers named therein for the 2025 Private Placement of (i) 4,843,750 shares of Class A common stock at a purchase price of $ 8.00 per share and (ii) Pre-Funded Warrants to purchase 156,250 shares of Class A common stock at a purchase price of $ 7.9999 per Pre-Funded Warrant.

The Pre-Funded Warrants had an exercise price of $ 0.0001 per share of Class A common stock, were exercisable immediately, and remained outstanding until fully exercised.

The aggregate net proceeds for the 2025 Private Placement were $ 37.3 million, after deducting offering expenses.

As of December 31, 2025, all Pre-Funded Warrants had been exercised on a cashless basis.

The Registration Rights Agreement entered into by the Company and the purchasers in the 2025 Private Placement provides for liquidated damages if the Company fails to satisfy certain obligations under the agreement, including as a result of failing to timely file a Quarterly Report on Form 10-Q.

For the year ended December 31, 2025 , the Company incurred approximately $ 1.2 million of liquidated damages under this provision, which were recognized in other expense, net.

Income (loss) before income taxes consisted of the following (in thousands):

Year Ended December 31,

Domestic loss

Loss before income taxes

The income tax provision consists of the following:

Domestic income (loss)

Foreign income (loss)

Income (loss) before income taxes

Spire Global, Inc.

Notes to Consolidated Financial Statements

December 31, 2025 and 2024

The income tax provision consists of the following (in thousands):

Year Ended December 31,

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Deferred income tax expense

Total income tax provision (benefit)

The following table presents a reconciliation of the federal statutory rate of 21 % to effective tax rate:

Total income tax provision

The Company has elected to prospectively adopt the guidance in ASU 2023-09, "Income Taxes - Improvements to Income Taxes Disclosures." In accordance with the guidance in ASU 2023-09, the reconciliation between the income tax expense computed by applying the statutory U.S.

federal income tax rate to the pre-tax income before income taxes and total income tax expense recognized in the financial statements was as follows for the year ended December 31, 2025 (dollars in thousands):

Year Ended December 31, 2025

Provision for income taxes at U.S.

federal statutory rate

State and local income taxes, net of federal effect (1)

Foreign tax effects:

Gain on sale of a business

Foreign rate differential

Change in valuation allowance

Gain on sale of a business

Foreign rate differential

Change in valuation allowance

Capital gains exemption

United Kingdom

Change in valuation allowance

Other countries

Effect of changes in tax laws or rates enacted in the current period

Effect of cross-border tax laws:

Global Intangible Low-Taxed Income (“GILTI”)

Subpart F income

Valuation allowance

Non-taxable or non-deductible Items:

Change in fair value of warrant liability

Uncertain tax positions

Gain on sale of a business

Other adjustments

Total tax provision and effective tax rate

(1) State taxes in Maryland made up the majority (greater than 50%) of the tax effect in this category.

Spire Global, Inc.

Notes to Consolidated Financial Statements

December 31, 2025 and 2024

Prior to the adoption of ASU 2023-09, the reconciliation between the income tax expense computed by applying the statutory rate of 21 % to the effective tax rate was as follows for the year ended December 31, 2024:

December 31, 2024

federal tax benefit at statutory rate

10 unchanged sentences

Effective tax rate

Spire Global, Inc.

Notes to Consolidated Financial Statements

December 31, 2024 and 2023

(In thousands, except shares and per share data, unless otherwise noted)

For fiscal years 2024 and 2023, our effective tax rate differs from the amount computed by applying the statutory federal and state income tax rates to net loss before income tax, primarily as the result of state income taxes, R&D credits, foreign income taxes and changes in our valuation allowance.

The significant components of deferred tax assets (liabilities) are as follows:

For years ended December 31, 2025 and 2024, our effective tax rate differs from the amount computed by applying the statutory federal and state income tax rates to net income (loss) before income tax, primarily as the result of state income taxes, stock-based compensation, deferred tax adjustments, foreign income taxes and changes in our valuation allowance.

The significant components of deferred tax assets (liabilities) are as follows (in thousands):

Year Ended December 31,

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Net deferred tax liabilities

As of December 31, 2024, the Company had accumulated undistributed earnings generated by its foreign subsidiaries of $ 13,379 .

As of December 31, 2025, the Company had accumulated undistributed earnings generated by its foreign subsidiaries of $ 58.8 million.

Th e Company continues to assert that all its foreign earnings are to be permanent income reinvested and expects future U.S.

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Realization of the deferred tax assets is dependent upon the generation of future taxable income, if any, the amount and timing of which is uncertain.

The Company could not conclude that it was more likely than not that tax benefits from operating losses would be realized and, accordingly, has provided a full valuation allowance against its Spire Global United States, Australia, Germany, Singapore, Luxembourg, exactEarth Canada and UK deferred tax assets.

There is no valuation allowance on Spire Global UK.

The valuation allowance as of December 31, 2023 was $ 121,009 , which increased to $ 141,877 as of December 31, 2024.

The increase in the valuation allowance of $ 20,868 is mostly related to current year losses.

At December 31, 2024, the Company had $ 273,897 of federal net operating losses available to reduce future taxable income, which will begin to expire in 2032 .

Approximately $ 191,372 of federal net operating loss included above can be carried forward indefinitely.

The Company also had federal research and development tax credit carryforwards of $ 5,010 , which will begin to expire in 2032, and federal interest limitation carryforwards of $ 48,033 which can be carried forward indefinitely.

At December 31, 2024, the Company had $ 227,662 of post-apportioned state net operating losses, which can be carried forward for periods that vary from five years to indefinitely.

The Company also had state interest limitation carryforwards of $ 30,698 , which can be carried forward indefinitely.

The federal and state net operating loss carryforwards and certain tax credits may be subject to significant limitations under Section 382 and Section 383, respectively, of the Internal Revenue Code of 1986, as amended, and similar provisions under state law.

Under those sections of the Internal Revenue Code, if a corporation undergoes an “ownership change,” the corporation’s ability to use its pre-change net operating loss carryforwards and other pre-change tax attributes, such as research and development tax credits, to offset its post-change income or tax liability may be limited.

In general, an “ownership change” will occur if there is a cumulative change in ownership by “5-percent shareholders” that exceeds 50 percentage points over a

The Company could not conclude that it was more likely than not that tax benefits from operating losses would be realized and, accordingly, has provided a full valuation allowance against its U.S., Germany, Luxembourg, and Singapore deferred tax assets.

There is no valuation allowance on Canada or the United Kingdom.

The valuation allowance as of December 31, 2024 was $ 141.9 million, which decreased to $ 98.9 million as of December 31, 2025.

The decrease in the

Spire Global, Inc.

1 unchanged sentence

December 31, 2025 and 2024

(In thousands, except shares and per share data, unless otherwise noted)

rolling three-year period.

The Company has not yet undertaken an analysis of whether the Merger constitutes an “ownership change” for purposes of Internal Revenue Code Section 382 and Section 383.

valuation allowance of $ 43.0 million is mostly related to the utilization of net operating loss carryforward deferred tax assets for which a valuation allowance was recorded.

At December 31, 2025, the Company had $ 234.5 million of federal net operating losses available to reduce future taxable income, which will begin to expire in 2036 .

Approximately $ 186.3 million of federal net operating loss included above can be carried forward indefinitely.

The Company also had federal research and development tax credit carryforwards of $ 5.0 million, which will begin to expire in 2032, and federal interest limitation carryforwards of $ 50.1 million which can be carried forward indefinitely.

At December 31, 2025, the Company had $ 255.7 million of post-apportioned state net operating losses, which can be carried forward for periods that vary from five years to indefinitely.

The Company also had state interest limitation carryforwards of $ 14.6 million, which can be carried forward indefinitely.

In general, an “ownership change” will occur if there is a cumulative change in ownership by “5-percent shareholders” that exceeds 50 percentage points over a rolling three-year period.

The Company has undertaken an analysis of whether the Merger constitutes an “ownership change” for purposes of Internal Revenue Code Section 382 and Section 383.

The Company may experience ownership changes in the future as a result of subsequent shifts in its stock ownership.

As of December 31, 2024, the Company had $ 162,979 of foreign net operating losses available to reduce future taxable income, which will begin to expire in 2030 and can vary from seven years to indefinitely based on each applicable foreign jurisdiction.

The Company also had research and development tax credit carryforwards in Canada of $ 589 , which will begin to expire in 2029 .

As of December 31, 2025, the Company had $ 49.2 million of foreign net operating losses available to reduce future taxable income, which will begin to expire in 2039 and can vary from seven years to indefinitely based on each applicable foreign jurisdiction.

Unrecognized Tax Benefits

The Company does not have any significant uncertain tax positions.

The Company is subject to taxation in the United States, Australia, Canada, Germany, Luxembourg, Singapore, and the United Kingdom.

The Company is subject to taxation in the U.S., Canada, Germany, Luxembourg, Singapore, and the United Kingdom.

The Company has not been audited by the Internal Revenue Service or any state or foreign tax authority.

The Company is subject to audit by the Internal Revenue Service for income tax returns filed since inception due to net operating loss carryforwards.

The Company is subject to audit in Singapore and the United Kingdom from tax years 2018 and 2019, respectively, and in Luxembourg from tax year 2020 and in Australia from tax year 2018.

Net Loss per Share

The following table sets forth the computation of basic and diluted net loss per share attributable to common stockholders:

The Company is subject to audit in Singapore and the United Kingdom for tax years 2018 and 2019, respectively, and in Luxembourg beginning from tax year 2020.

Income taxes paid, net of refunds received, during the year ended December 31, 2025 are as follows (in thousands):

Year Ended December 31, 2025

Weighted-average shares used in computing basic and diluted

net loss per share

Basic and diluted net loss per share

The Company has two classes of common stock, Class A and Class B.

Class B common stock has no economic rights, and therefore, has been excluded from the computation of basic and diluted net loss per share.

Potentially dilutive securities have been excluded from the computation of diluted net loss per share as the effect would reduce net loss per share.

Therefore, the weighted-average number of common shares outstanding used to calculate both basic and diluted net loss per share is the same.

The Company excluded the following potential shares of Class A common stock, presented based on amounts outstanding at each period end, from the computation of diluted net loss per share for the years ended December 31, 2024 and 2023 because including them would have had an anti-dilutive effect:

Fiscal Year Ended December 31,

Stock options and 2021 ESPP

state and local

District of Columbia

New York City

Total cash paid for income taxes, net of refunds

Spire Global, Inc.

Notes to Consolidated Financial Statements

December 31, 2025 and 2024

Net Income (Loss) per Share

The following table sets forth the computation of basic and diluted net income (loss) per share attributable to common stockholders (in thousands, except share and per share amounts):

Year Ended December 31,

Net income (loss)

Income allocated to participating Securities Purchase Agreement Warrants

Basic net income (loss) attributable to common stockholders

Removal of mark-to-market adjustment for 2022 Blue Torch Warrants

Removal of mark-to-market adjustment for 2023 Blue Torch Warrants

Adjustment to income allocated to participating Securities Purchase Agreement Warrants

Dilutive net income (loss) attributable to common stockholders

Weighted-average Class A common stock outstanding - basic

Effect of dilutive securities:

Stock Options

2022 Blue Torch Warrants

2023 Blue Torch Warrants

Weighted-average Class A common stock outstanding - diluted

Class A common stock:

Net income (loss) per share - basic

Net income (loss) per share - diluted

The following securities were not included in the computation of diluted net income (loss) per share because their effect would be anti-dilutive or the issuance of such shares is contingent upon the satisfaction of certain conditions that were not met by the end of the period (share amounts):

Stock options

RSUs, PSUs, and Potential ESPP Shares

Credit Agreement Warrants

Contingent Earnout Shares

Information on Segment Reporting

2 unchanged sentences

Accordingly, all significant operating decisions are based upon analysis of the Company at the consolidated level.

The accounting policies of the segment are the same as those described in Note 2.

The Company’s chief operating decision maker ("CODM") who is the Company's chief executive officer, who regularly reviews consolidated net loss as reported on the consolidated statements of operations, along with other financial information presented on a consolidated basis, for purposes of making operating decisions, assessing financial performance and allocating resources.

The CODM measures performance and how to allocate resources for the segment primarily based on net loss, revenue growth, and gross margin.

The Company’s chief operating decision maker ("CODM") who is the Company's chief executive officer, regularly reviews consolidated net income (loss) as reported in the consolidated statements of operations, along with other financial information presented on a consolidated basis, for purposes of making operating decisions, assessing financial performance and allocating resources.

The CODM measures performance and how to allocate resources for the segment primarily based on net income (loss), revenue, and gross margin.

The CODM's objective is to make resource allocation decisions that optimize the Company's consolidated financial results by monitoring actual results compared to forecasted results.

The measure of segment assets is reported as total assets on the consolidated balance sheet and total capital expenditures for additions to long-lived assets, which were $ 26,581 and $ 17,352 , for the years ended December 31, 2024 and 2023, respectively.

The following table includes segment revenue and significant segment expenses:

The measure of segment assets is reported as total assets in the consolidated balance sheets and total capital expenditures for additions to long-lived assets, which were $ 32.8 million and $ 26.6 million for the years ended December 31, 2025 and 2024, respectively.

The following table includes segment revenue and significant segment expenses (in thousands):

Year Ended December 31,

Employee expense (a)

Equipment and software expenses

Equipment and software expenses (b)

Depreciation and amortization

Interest expense

Professional services

Facilities expense

Change in fair value of contingent liability and warrant liabilities

Facilities expense (b)

Contractor expense

Other operating and marketing expenses

Allowance for current credit loss on notes receivable

Loss on decommissioned satellites and disposal of assets

Contactor expense

Allowance for current credit loss on notes receivable

Interest expense

Change in fair value of contingent liability and warrant liabilities

Gain on sale of a business

Loss on extinguishment of debt

Issuance of stock warrants

Other segment items (b)

Segment net loss

(a) Employee expense included stock-based compensation expense of $ 19,449 and $ 12,978 for the years ended December 31, 2024 and 2023, respectively.

(b) Other segment items included in segment net loss includes foreign exchange (loss) gain, equity investment loss, income tax provision (benefit), travel and meals expenses, and interest income.

Subsequent Events

On March 12, 2025, the Company entered into a securities purchase agreement with the purchasers named therein for the private placement (the “2025 Private Placement”) of (i) 4,843,750 shares of Class A common stock at a purchase price of $ 8.00 per share and (ii) pre-funded warrants (the “Pre-Funded Warrants”) to purchase 156,250 shares of Class A common stock at a purchase price of $ 7.9999 per Pre-Funded Warrant.

The Pre-Funded Warrants have an exercise price of $ 0.0001 per share of Class A common stock, are exercisable immediately, and will terminate when exercised in full.

The aggregate gross proceeds for the 2025 Private Placement were $ 40,000 , before deducting offering expenses.

The 2025 Private Placement closed on March 14, 2025.

On March 12, 2025, the Company and Blue Torch entered into the Waiver and Amendment No.

5 to Financing Agreement (the “Fifth Amendment”) to, among other things, (a) waive events of default under the Blue Torch Financing Agreement arising out of the maximum debt to EBITDA leverage ratio being greater than the ratio permitted by the Blue Torch Financing Agreement, the failure to deliver financial projections for the 2025 fiscal year and liquidity being lower than permitted by the Blue Torch Financing Agreement, (b) amend the financial covenants in the Blue Torch Financing Agreement to replace the maximum debt to EBITDA ratio with a minimum EBITDA covenant and provide relief on the recurring revenue leverage ratio set forth in the

Blue Torch Financing Agreement, (c) amend the Blue Torch Financing Agreement to permit the Company to obtain subordinate financing secured by related liens on such junior indebtedness, (d) increase the applicable margin by 2.50 % in the form of PIK interest which will be fully earned, paid-in-kind and added to the principal balance of the term loans, and (e) provide for a fifth amendment fee and extension fees.

As of March 31, 2025, the Company is still working with Blue Torch to agree on the final minimum EBITDA covenant.

The fifth amendment fee is equal to $ 2,500 which will be paid in kind by adding such fee to the principal amount after which it will bear interest from the date of the Fifth Amendment at the Adjusted Term SOFR for a 3-month interest period plus the applicable margin under the Blue Torch Financing Agreement.

The Fifth Amendment also provides for an extension fee equal to $ 1,000 , but if the Blue Torch Financing Agreement is terminated and all obligations are paid in full prior to April 30, 2025, the extension fee will be waived.

If the Blue Torch Financing Agreement is not terminated and all obligations are paid in full on or before April 30, 2025, the extension fee will be added to the principal balance of the term loans on such date, and an additional extension fee in an equal amount will be added to the principal balance of the term loans on each date that is 30 days after April 30, 2025 until the Blue Torch Financing Agreement is terminated and all obligations are paid in full.

The Fifth Amendment also requires the Company to engage a liquidity management advisor reasonably satisfactory to Blue Torch no later than March 21, 2025, and the Company did so on March 21, 2025.

Other segment items (c)

Segment net income (loss)

(a) E mployee expense included stock-based compensation expense of $ 18.7 million and $ 20.0 million for the years ended December 31, 2025 and 2024, respectively.

(b) In the second quarter of 2025, the Company reclassified certain expenses from Facilities expense to Equipment and software expenses within its segment reporting to better reflect the nature of the costs.

Prior period amounts have been recast to conform to the current year period presentation .

This reclassification impacted only the composition of the expense categories regularly provided to the Company’s CODM and had no impact on total segment expenses, the consolidated statements of operations, or income (loss) per share.

(c) Other segment items included in segment net income (loss) includes foreign exchange gain (loss), equity investment loss, income tax provision, travel and meals expenses, and interest income.

Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

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

What changed 10-K

Item 7A. Quantitative and Qualitative Disclosures About Market Risk