Spire Global, Inc. 10-K

Item 7A. Quantitative and Qualitative Disclosures About Market Risk Foreign currency exchange risk Our results of operations and cash flows are subject to fluctuations due to changes in foreign currency exchange rates, particularly changes in the Euro, British Pound Sterling, Singapore Dollar, and Canadian Dollar and may be adversely affected in the future due to changes in foreign currency exchange rates. We continue to experience foreign currency fluctuations primarily due to the periodic re-measurement of our foreign currency monetary account balances that are denominated in currencies other than the functional currency of the entities in which they are recorded. Changes in exchange rates may negatively affect our revenue and other results of operations as expressed in U.S. dollars. We do not currently engage in foreign exchange hedging contracts. As we continue to expand our international presence, we will assess options for mitigating foreign exchange risk. 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 pre-tax loss for 2025 of approximately $2.0 million. Interest rate sensitivity 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. 48 Inflation Risk We are exposed to inflation risk. 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 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. 49 Item 8. Financi al Statements and Supplemental Data INDEX TO CONSOLIDATED FINANCIAL STATEMENTS Page Report of Independent Registered Public Accounting Firm (PCAOB ID 185 ) 51 Report of Independent Registered Public Accounting Firm (PCAOB ID 238 ) 53 Consolidated Balance Sheets as of December 31, 2025 and 2024 54 Consolidated Statements of Operations for the years ended December 31, 2025 and 2024 55 Consolidated Statements of Comprehensive Income (Loss) for the years ended December 31, 2025 and 2024 56 Consolidated Statements of Changes in Stockholders’ Equity for the years ended December 31, 2025 and 2024 57 Consolidated Statements of Cash Flows for the years ended December 31, 2025 and 2024 58 Notes to Consolidated Financial Statements 59 50 Report of Independent R egistered Public Accounting Firm To the Board of Directors and Stockholders of Spire Global, Inc. 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 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 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 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 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 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. 51 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. /s/ KPMG LLP We have served as the Company’s auditor since 2025. McLean, Virginia March 19, 2026 52 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. 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 audit of these consolidated financial statements 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. 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 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. /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. 53 Spire Global, Inc. Consolidated Balance Sheets (In thousands, except share and per share amounts) December 31, 2025 2024 Assets Current assets Cash and cash equivalents $ 24,813 $ 19,206 Marketable securities 56,969 — Accounts receivable, net (including allowance of $ 169 and $ 148 as of December 31, 2025 and 2024, respectively) 4,178 11,926 Contract assets 1,778 785 Other current assets 6,036 3,278 Assets classified as held for sale — 56,963 Total current assets 93,774 92,158 Property and equipment, net 80,806 63,338 Operating lease right-of-use assets 10,798 11,074 Goodwill 15,450 14,735 Other intangible assets 9,079 10,161 Other long-term assets, including restricted cash 1,085 2,109 Total assets $ 210,992 $ 193,575 Liabilities and Stockholders’ Equity Current liabilities Accounts payable $ 14,866 $ 11,592 Long-term debt, current portion — 93,936 Contract liabilities, current portion 35,160 22,037 Other accrued expenses 22,266 16,361 Liabilities associated with assets classified as held for sale — 7,667 Total current liabilities 72,292 151,593 Contract liabilities, non-current 14,207 23,489 Warrant liability 106 13,641 Operating lease liabilities, net of current portion 8,755 9,598 Other long-term liabilities 2,704 6,941 Total liabilities 98,064 205,262 Commitments and contingencies (Note 10) Stockholders’ equity Common stock, $ 0.0001 par value, 1,000,000,000 Class A and 15,000,000 Class B shares authorized, 33,107,807 Class A and 1,507,325 Class B shares issued and outstanding at December 31, 2025; 25,711,165 Class A and 1,507,325 Class B shares issued and outstanding at December 31, 2024 3 3 Additional paid-in capital 605,700 536,725 Accumulated other comprehensive loss ( 5,435 ) ( 9,770 ) Accumulated deficit ( 487,340 ) ( 538,645 ) Total stockholders’ equity (deficit) 112,928 ( 11,687 ) Total liabilities and stockholders’ equity $ 210,992 $ 193,575 The accompanying notes are an integral part of these consolidated financial statements. 54 Spire Global, Inc. Consolidated Statements of Operations (In thousands, except share and per share amounts) Year Ended December 31, 2025 2024 Revenue $ 71,553 $ 110,451 Cost of revenue 42,390 70,576 Gross profit 29,163 39,875 Operating expenses: Research and development 36,672 29,237 Sales and marketing 15,334 22,696 General and administrative 64,009 49,744 Loss on decommissioned satellites and other assets write-offs 9,129 3,447 Allowance for current expected credit loss on notes receivable — 4,026 Total operating expenses 125,144 109,150 Loss from operations ( 95,981 ) ( 69,275 ) Other income (expense): Interest income 2,436 1,547 Interest expense ( 7,418 ) ( 20,358 ) Gain on sale of a business 154,305 — Loss on extinguishment of debt ( 12,008 ) — Change in fair value of contingent earnout liability 1,455 ( 1,235 ) Change in fair value of warrant liabilities 3,193 ( 5,254 ) Issuance of stock warrants — ( 2,399 ) Foreign exchange gain (loss) 10,583 ( 4,314 ) Other expense, net ( 1,649 ) ( 1,912 ) Total other income (expense), net 150,897 ( 33,925 ) Income (loss) before income taxes 54,916 ( 103,200 ) Income tax provision 3,611 159 Net income (loss) $ 51,305 $ ( 103,359 ) Income (loss) per share: Basic $ 1.66 $ ( 4.28 ) Diluted $ 1.49 $ ( 4.28 ) Shares used in computing income (loss) per share: Basic 30,910,259 24,159,770 Diluted 31,950,850 24,159,770 The accompanying notes are an integral part of these consolidated financial statements. 55 Spire Global, Inc. Consolidated Statements of Comprehensive Income (Loss) (In thousands) Year Ended December 31, 2025 2024 Net income (loss) $ 51,305 $ ( 103,359 ) Other comprehensive income (loss): Foreign currency translation adjustments 4,303 ( 5,213 ) Net unrealized gain (loss) on investments (net of tax) 32 ( 1 ) Comprehensive income (loss) $ 55,640 $ ( 108,573 ) The accompanying notes are an integral part of these consolidated financial statements. 56 Spire Global, Inc. Consolidated Statements of Changes in Stockholders ’ Equity (In thousands, except share amounts) Common Stock Additional Paid in Accumulated Other Comprehensive Accumulated Total Stockholders' Shares Par Value Capital Loss Deficit Equity Balance, December 31, 2023 22,604,676 $ 2 $ 477,624 $ ( 4,556 ) $ ( 435,286 ) $ 37,784 Release of Restricted Stock Units and Performance Stock Units 1,444,087 — — — — — Issuance of common stock under Employee Stock Purchase Plan 146,829 — 895 — — 895 Exercise of stock options 46,707 335 335 Stock-based compensation — — 19,990 — — 19,990 Issuance of common stock under Securities Purchase Agreements, net 2,976,191 1 37,881 — — 37,882 Net loss — — — — ( 103,359 ) ( 103,359 ) Foreign currency translation adjustments — — — ( 5,213 ) — ( 5,213 ) Net unrealized loss on investments (net of tax) — — — ( 1 ) — ( 1 ) Balance, December 31, 2024 27,218,490 3 536,725 ( 9,770 ) ( 538,645 ) ( 11,687 ) Release of Restricted Stock Units and Performance Stock Units 1,535,709 — — — — — Issuance of common stock under Employee Stock Purchase Plan 102,505 — 807 — — 807 Exercise of stock options 241,532 — 1,827 — — 1,827 Stock-based compensation — — 18,702 — — 18,702 Issuance of common stock under the Securities Purchase Agreements, net 4,843,750 — 36,047 — — 36,047 Exercise of warrants 673,146 — 11,592 — — 11,592 Net income — — — — 51,305 51,305 Foreign currency translation adjustments — — — 4,303 — 4,303 Net unrealized gain on investments (net of tax) — — — 32 — 32 Balance, December 31, 2025 34,615,132 $ 3 $ 605,700 $ ( 5,435 ) $ ( 487,340 ) $ 112,928 The accompanying notes are an integral part of these consolidated financial statements. 57 Spire Global, Inc. Consolidated Statements of Cash Flows (In thousands) Year Ended December 31, 2025 2024 Cash flows from operating activities Net income (loss) $ 51,305 $ ( 103,359 ) Adjustments to reconcile net income (loss) to net cash used in operating activities: Depreciation and amortization 12,405 21,729 Stock-based compensation 18,702 19,990 Amortization of operating lease right-of-use assets 3,084 4,843 Change in fair value of warrant liabilities ( 3,193 ) 5,254 Change in fair value of contingent earnout liability ( 1,455 ) 1,235 Issuance of stock warrants — 2,399 Loss on decommissioned satellites and disposal of assets 9,281 4,023 Loss on extinguishment of debt 12,008 — Gain on sale of a business ( 154,305 ) — Transaction costs on sale of a business ( 23,744 ) — Other, net 2,349 4,199 Changes in operating assets and liabilities: Accounts receivable, net 8,915 ( 5,034 ) Contract assets ( 846 ) 3,119 Other current assets ( 2,936 ) 12,445 Other long-term assets 1,361 1,954 Accounts payable 1,607 2,649 Contract liabilities 2,899 2,748 Other accrued expenses 5,117 8,073 Operating lease liabilities ( 2,375 ) ( 4,720 ) Other long-term liabilities ( 8 ) — Net cash used in operating activities ( 59,829 ) ( 18,453 ) Cash flows from investing activities Purchases of short-term investments ( 120,479 ) ( 30,147 ) Maturities of short-term investments 65,500 42,497 Purchase of property and equipment ( 32,776 ) ( 26,581 ) Proceeds from sale of a business, net of cash 238,948 — Net cash provided by (used in) investing activities 151,193 ( 14,231 ) Cash flows from financing activities Proceeds from Securities Purchase Agreements, net 37,297 37,881 Payments on long-term debt ( 105,742 ) ( 20,113 ) Payments on long-term debt closing fees ( 9,091 ) — Proceeds from exercise of stock options 1,827 335 Proceeds from employee stock purchase plan 807 895 Net cash (used in) provided by financing activities ( 74,902 ) 18,998 Effect of foreign currency translation on cash, cash equivalents and restricted cash ( 10,754 ) 3,737 Net increase (decrease) in cash, cash equivalents and restricted cash 5,708 ( 9,949 ) Cash, cash equivalents and restricted cash Beginning balance 19,684 29,633 Ending balance $ 25,392 $ 19,684 Supplemental disclosure of cash flow information Cash paid for interest $ 6,919 $ 14,149 Income taxes paid $ 997 $ 210 Non-cash operating, investing and financing activities Property and equipment purchased but not yet paid $ 2,959 $ 2,264 Right-of-use assets obtained in exchange for lease liabilities $ 2,510 $ 490 The accompanying notes are an integral part of these consolidated financial statements. 58 Spire Global, Inc. Notes to Consolidated Financial Statements December 31, 2025 and 2024 1. Nature of Business Spire Global, Inc. (“Spire” or the “Company”), founded in August 2012, is a global provider of space-based data and analytics that offers its customers unique datasets and insights about Earth from the ultimate vantage point. The Company collects this space-based data through its proprietary constellation of multi-purpose nanosatellites. 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. (formerly known as Spire Global, Inc.) (“Legacy Spire”) closed its previously announced merger with NavSight Holdings, Inc. (“NavSight”), a special purpose acquisition company. As a result, Legacy Spire continued as the surviving corporation and a wholly owned subsidiary of NavSight (the “Merger,” and such consummation, the “Closing”). NavSight then changed its name to Spire Global, Inc. and Legacy Spire changed its name to Spire Global Subsidiary, Inc. 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. 2. 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 U.S. (“GAAP”) and regulations of the U.S. Securities and Exchange Commission (the "SEC"). The Company’s consolidated financial statements include the accounts of Spire Global, Inc. and its wholly owned subsidiaries. All significant intercompany accounts and transactions have been eliminated in consolidation. 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. 59 Spire Global, Inc. Notes to Consolidated Financial Statements December 31, 2025 and 2024 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 Adjustments Revised Additional paid-in capital $ 536,184 $ 541 $ 536,725 Accumulated deficit $ ( 538,104 ) $ ( 541 ) $ ( 538,645 ) Total stockholders’ equity $ ( 11,687 ) $ — $ ( 11,687 ) Total liabilities and stockholders’ equity $ 193,575 $ — $ 193,575 Year Ended December 31, 2024 Consolidated Statements of Operations As Previously Reported Adjustments Revised Cost of revenue $ 70,560 $ 16 $ 70,576 Gross profit $ 39,891 $ ( 16 ) $ 39,875 Research and development $ 29,188 $ 49 $ 29,237 Sales and marketing $ 22,220 $ 476 $ 22,696 Total operating expenses $ 108,625 $ 525 $ 109,150 Loss from operations $ ( 68,734 ) $ ( 541 ) $ ( 69,275 ) Loss before income taxes $ ( 102,659 ) $ ( 541 ) $ ( 103,200 ) Net loss $ ( 102,818 ) $ ( 541 ) $ ( 103,359 ) Basic and diluted net loss per share $ ( 4.26 ) $ ( 0.02 ) $ ( 4.28 ) 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 Adjustments Revised Other accrued expenses $ 21,985 $ 1,840 $ 23,825 Total current liabilities $ 161,730 $ 1,840 $ 163,570 Total liabilities $ 203,291 $ 1,840 $ 205,131 Additional paid-in capital $ 576,758 $ 1,559 $ 578,317 Accumulated deficit $ ( 558,761 ) $ ( 3,399 ) $ ( 562,160 ) Total stockholders’ equity $ 5,555 $ ( 1,840 ) $ 3,715 Total liabilities and stockholders’ equity $ 208,846 $ — $ 208,846 60 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 Adjustments Revised Cost of revenue $ 15,092 $ 72 $ 15,164 Gross profit $ 8,784 $ ( 72 ) $ 8,712 Research and development $ 8,509 $ 150 $ 8,659 Sales and marketing $ 4,735 $ 796 $ 5,531 General and administrative $ 15,810 $ 1,840 $ 17,650 Total operating expenses $ 34,214 $ 2,786 $ 37,000 Loss from operations $ ( 25,430 ) $ ( 2,858 ) $ ( 28,288 ) Loss before income taxes $ ( 20,663 ) $ ( 2,858 ) $ ( 23,521 ) Net loss $ ( 20,657 ) $ ( 2,858 ) $ ( 23,515 ) Loss per share: Basic $ ( 0.77 ) $ ( 0.11 ) $ ( 0.88 ) Diluted $ ( 0.77 ) $ ( 0.11 ) $ ( 0.88 ) 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 The Company operates as one reportable and operating segment, which relates to the sale of subscription-based data, insights, predictive analytics and related project-based services to global customers across a range of industries. The Company’s chief operating decision maker is its chief executive officer, who reviews financial information presented on a consolidated basis for purposes of making operating decisions, assessing financial performance and allocating resources. 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 revenue 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; 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. 61 Spire Global, Inc. Notes to Consolidated Financial Statements December 31, 2025 and 2024 Foreign Currency Translation The Company’s foreign subsidiaries, each of which has defined its functional currency as the local currency of the country in which it operates, translate their assets and liabilities into U.S. 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 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. Fair Value Measurements To account for fair value measurements and disclosures, a fair value hierarchy was established that prioritizes the inputs to valuation techniques used to measure fair value. Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (an exit price). The level of an asset or liability within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement. The Company uses the following valuation techniques to measure fair value for its assets and liabilities: • Level 1: Quoted prices in active markets for identical assets or liabilities. • Level 2: Significant other observable inputs other than quoted prices included in Level 1, such as quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets and liabilities in markets that are not active, or other inputs that are observable or can be corroborated by observable market data. • Level 3: Unobservable inputs reflecting management’s assumptions, consistent with reasonably available assumptions made by other market participants. These valuations require significant judgment. Cash, Cash Equivalents, Marketable Securities and Restricted Cash 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 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): December 31, 2025 2024 Cash and cash equivalents $ 24,813 $ 19,206 Restricted cash included in other long-term assets 579 478 $ 25,392 $ 19,684 Accounts Receivable and Notes Receivable Accounts receivable are stated at the amounts management expects to collect from outstanding balances. An allowance for current expected credit losses is recorded based on historical loss experience, consideration of current and future economic conditions, and evaluation of a customer’s current and future financial condition. Increases and decreases in the allowance fo r current expected credit losses are included as a component of sales and marketing expense in the consolidated statements of operations. 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 $ 0.2 million on accounts receivables for the year ended December 31, 2025. 62 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 Risk Credit 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 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: December 31, 2025 2024 EMEA United Kingdom 33 % 43 % Germany 23 % 9 % Luxembourg 17 % 10 % 73 % 62 % Americas U.S. 27 % 27 % Canada 0 % 11 % 27 % 38 % Total 100 % 100 % Customer Risk The Company has a concentration of contractual revenue arrangements with various government agencies. 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 63 Spire Global, Inc. Notes to Consolidated Financial Statements December 31, 2025 and 2024 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, 2025 2024 Customer A 34 % * Customer B 11 % * Customer C * 13 % Customer D * 13 % * No one customer accounted for more than 10 % of the Company's total accounts receivable. Vendor Risk 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 Property and equipment are stated at cost, less accumulated depreciation and amortization. In-service satellites and related launch costs are capitalized based on the commission date of the underlying asset. Capitalized launch costs for each satellite are allocated based on the total cost of the launch divided by the number of satellites included on that launch. In-service ground stations and related costs are capitalized once signals are transmitted with in-service satellites. 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. Costs related to preliminary project activities and post-implementation operational activities are expensed as incurred. 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. 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. Leasehold improvements are amortized using the straight-line method over the lesser of the life of the asset or the remaining life of the lease. 64 Spire Global, Inc. Notes to Consolidated Financial Statements December 31, 2025 and 2024 Years Furniture and fixtures 7 Machinery and equipment 5 In-service ground stations 3 - 10 Computer software and website development 3 Computer equipment 3 Capitalized satellite launch costs and in-service satellites 3 - 4 Goodwill and Intangible Assets Goodwill represents the excess of the purchase price over the estimated fair value of net tangible and identifiable intangible assets acquired in business acquisitions. The Company first performs a qualitative assessment of goodwill annually in the fourth quarter, and more frequently if events or changes in circumstances indicate that the carrying value of goodwill may not be recoverable. If it is determined in the qualitative assessment that the fair value of the Company's single reporting unit is more likely than not below its carrying amount, then the Company will perform a quantitative impairment test. The quantitative goodwill impairment test is performed by comparing the fair value of the reporting unit with its carrying amount. Any excess in the carrying value of the goodwill over its fair value is recognized as an impairment loss. For purposes of goodwill impairment testing, the Company has one reporting unit. 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. Significant judgment is used in determining fair values of acquired intangible assets and their estimated useful lives. Fair value and useful life determinations may be based on, among other factors, estimates of future expected cash flows, royalty cost savings and appropriate discount rates used in calculating present values. Intangible assets are tested for impairment whenever there are indicators of impairment. 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 The Company assesses potential impairments to long-lived assets whenever events or changes in circumstances indicate that the carrying amount may not be fully recoverable. An impairment is considered to exist if the total estimated future cash flows on an undiscounted basis are less than the carrying amount of the assets or asset groups. If impairment exists, the impairment loss is measured and recorded based on undiscounted estimated future cash flows. 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. 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. Warrants 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. 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. 65 Spire Global, Inc. Notes to Consolidated Financial Statements December 31, 2025 and 2024 Revenue Recognition The Company generates revenue from the following data solutions: • Space Reconnaissance: Mission critical satellite data supporting intelligence, and national security operations; • Aviation: 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; and • Maritime: 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; (ii) identify the performance obligations in the contract; (iii) determine the transaction price; (iv) allocate the transaction price to the performance obligations in the contract; and (v) recognize revenue as or when the Company satisfies the performance obligation. Data Solutions 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. The Company determined that each data access subscription provides a series of distinct services in which the customer simultaneously receives and consumes the data service. Therefore, for subscription-based data services, the Company recognizes revenue ratably over the subscription period. 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 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. Generally, the Company and the customer collaborate on the satellite design. Either the customer or the Company may provide a payload component that is integrated into the satellite, depending on the terms of the contract. Any customer-provided components are generally a form of customer-provided material. 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 contracts. The Company performs an identification and evaluation of material rights on a contract-by-contract basis. Third parties may be involved as part of the arrangement to provide services, such as launch or telecommunications support. 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). 66 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. The contracts may also include variable consideration features that may decrease the transaction price, such as service-level credits when agreed upon service levels are not met. Service-level credits have not historically been material to the related arrangements. The Company allocates service-level credits to the accounting period(s) that correspond with the month(s) of service during which the service levels were not met. Space Services contracts do not contain significant financing components as any timing difference between payment and transfer of goods and services arises for reasons other than financing. In some arrangements, the customer may provide a payload to the Company to be used in providing the service to the customer. The Company evaluates whether the customer payload is noncash consideration received from the customer. The Company determined that customer-provided payloads are not noncash consideration because the Company does not obtain control of such payloads. 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). 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. The Company typically identifies the following performance obligations in these arrangements: (1) manufacturing services, (2) launch services and (3) a stand-ready obligation to provide Space Services that is comprised of a series of distinct days of service. Arrangements may also include options granting a material right to extend the service term for the Space Services. The Company allocates the transaction price to the performance obligations based on the Company’s estimates of standalone selling price. 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 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. 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. 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 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, 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. There is no noncash consideration, no consideration payable, nor a significant financing component. Further, because there generally is only one research and development performance obligation, transaction price allocation is not required. The counterparty obtains control of the 67 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 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. The Company’s estimates are based upon the professional knowledge and experience of its engineers, program managers, and other personnel. For all revenue solutions, the Company has elected to exclude from transaction price taxes assessed by a governmental authority that are both imposed on and concurrent with the specific revenue-producing transaction and collected by the entity from a customer. Contract Assets and Liabilities For each of the Company’s contracts, the timing of revenue recognition, customer billings, and cash collections determines the recorded accounts receivable, contract assets, and contract liabilities on the Company’s consolidated balance sheets. Payment terms and conditions generally include a requirement to pay within 30 days. When revenue is recognized in advance of customer invoicing, a contract asset is recorded for the unbilled receivable. 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 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 Sales commissions earned by the Company’s employees are considered incremental costs of obtaining a contract. An asset is recognized for sales commissions if the Company expects the period of benefit from these costs to be more than one year. The Company amortizes the deferred contract costs on a straight-line basis over the period of expected benefit, which is typically 12 to 24 months, consistent with the pattern of revenue recognition of the related performance obligation. The amortized costs are recorded in sales and marketing expense in the Company’s consolidated statements of operations. 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 $ 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, 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 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 we re $ 0 68 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 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. Leases The Company determines whether a contract is or contains a lease at contract inception. 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 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. Lease liabilities are recognized at commencement date based on the present value of remaining lease payments over the lease term, discounted using the discount rate for the lease at lease commencement. As the rate implicit in the lease is not readily determinable for the Company’s leases, the Company uses its incremental borrowing rate based on information available at the commencement date as the discount rate. The incremental borrowing rate for a lease is the rate of interest the Company expects to pay on a collateralized basis to borrow an amount equal to the lease payments under similar terms in a similar economic environment. ROU assets are recognized at commencement date at the value of the lease liability, adjusted for any prepayments, lease incentives received, and initial direct costs incurred. The lease term may include periods covered by options to extend the lease when it is reasonably certain that we will exercise that option as well as periods beyond the termination date when we are reasonably certain not to exercise a related termination option. In the consolidated statements of operations, lease expense for operating leases is recognized on a straight-line basis over the lease term. The Company has elected the practical expedient to not separate non-lease components from the lease components to which they relate, and instead account for them as a single lease component for all underlying asset classes. Accordingly, all related costs are accounted for under the lease accounting model. 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 in the consolidated balance sheets, but rather expensed on a straight-line basis over the lease term. Lessor arrangements 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. 69 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 intangibles. The Company expenses advertising costs as incurred. 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 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. 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 $ 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 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: • Expected term. Because of the lack of sufficient historical data, the Company uses the simple average of the vesting period and the contractual term to estimate the period the stock options are expected to be outstanding. • Expected volatility. The Company determines the expected stock price volatility based on the historical volatility of the Company's Class A common stock and the historical volatilities of an industry peer group. • Expected dividend yield. 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. 70 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 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. Income Taxes 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. 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 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. Under this guidance, the Company may recognize the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained upon examination by taxing authorities, based on the technical merits of the position. 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 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. The Company has two types 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. 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 71 Spire Global, Inc. Notes to Consolidated Financial Statements December 31, 2025 and 2024 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. Accounting Pronouncements Recently Adopted 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 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). Additionally, in January 2025, the FASB issued ASU 2025-01 to clarify the effective date of ASU 2024-03. The standard provides guidance to expand disclosures related to the disaggregation of income statement expenses. The standard requires, in the notes to the financial statements, disclosure of specified information about certain costs and expenses, which includes purchases of inventory, employee compensation, depreciation and intangible asset amortization included in each relevant expense caption. 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 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. 72 Spire Global, Inc. Notes to Consolidated Financial Statements December 31, 2025 and 2024 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. 3. 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 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, 2025 2024 Subscription revenue $ 55,433 77 % $ 77,170 70 % Non-subscription revenue 16,120 23 % 33,281 30 % $ 71,553 100 % $ 110,451 100 % The following revenue disaggregated by geography was recognized (dollars in thousands): Year Ended December 31, 2025 2024 Americas U.S. $ 37,682 53 % $ 47,378 43 % Canada — 0 % 15,070 14 % Other (1) 6,656 9 % 263 0 % Total Americas 44,338 62 % 62,711 57 % EMEA United Kingdom 6,881 10 % 13,213 12 % Other (1) 15,938 22 % 26,493 24 % Total EMEA 22,819 32 % 39,706 36 % Asia Pacific Other (1) 4,396 6 % 8,034 7 % 4,396 6 % 8,034 7 % Total $ 71,553 100 % $ 110,451 100 % (1) Revenue from individual geographic regions that represent less than 10 % of total revenue for the years presented are not separately disclosed. Contract Assets 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. 73 Spire Global, Inc. Notes to Consolidated Financial Statements December 31, 2025 and 2024 Changes in contract assets were as follows (in thousands): 2025 2024 Balance as of January 1, $ 785 $ 4,917 Contract assets recorded during the year 2,542 659 Reclassified to accounts receivable ( 1,628 ) ( 4,696 ) Other 79 ( 95 ) Balance as of December 31, $ 1,778 $ 785 Contract Liabilities Contract liabilities were reported on the Company's consolidated balance sheets as follows (in thousands): December 31, 2025 2024 Contract liability, current $ 35,160 $ 22,037 Other long-term liabilities 14,207 23,489 Contract Liabilities $ 49,367 $ 45,526 Changes in contract liabilities were as follows (in thousands): 2025 2024 Balance as of January 1, $ 45,526 $ 49,101 Contract liabilities recorded during the year 27,852 32,757 Revenue recognized during the year ( 24,185 ) ( 35,569 ) Other 174 ( 763 ) Balance as of December 31, $ 49,367 $ 45,526 Remaining Performance Obligations 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 1 to 12 months (1) $ 75,573 37 % 13 to 24 months 60,219 30 % 25 to 36 months 43,792 22 % 37 to 48 months 13,908 7 % Remaining 8,267 4 % Total $ 201,759 100 % (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. 74 Spire Global, Inc. Notes to Consolidated Financial Statements December 31, 2025 and 2024 4. Other Balance Sheet Components Other current assets consisted of the following (in thousands): December 31, 2025 2024 Technology and other prepaid contracts $ 1,618 $ 838 Other receivables 2,554 648 Prepaid insurance 872 1,076 Deferred contract costs 121 297 Other 871 419 Other current assets $ 6,036 $ 3,278 Property and equipment, net consisted of the following (in thousands): December 31, 2025 2024 Satellites in-service $ 29,009 $ 32,768 Internally developed software 2,377 1,760 Ground stations in-service 5,372 4,978 Leasehold improvements 6,077 5,707 Machinery and equipment 7,841 5,479 Computer equipment 1,411 1,327 Computer software and website development 99 99 Furniture and fixtures 1,542 1,335 53,728 53,453 Less: Accumulated depreciation and amortization ( 24,290 ) ( 25,748 ) 29,438 27,705 Satellite, launch, and ground station work in progress 30,692 27,624 Finished satellites not yet placed in-service 20,676 8,009 Property and equipment, net $ 80,806 $ 63,338 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): December 31, 2025 2024 Operating lease liabilities, current $ 4,642 $ 3,260 Professional services 4,394 2,622 Accrued operating costs 967 1,829 Accrued wages and benefits 4,556 3,335 Accrued interest — 1,709 Legal matters — 1,479 Software 791 792 Corporate and sales tax 1,281 120 Termination fees 3,335 — Other 2,300 1,215 Other accrued expenses $ 22,266 $ 16,361 75 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 Total Beginning balance $ ( 9,770 ) $ — $ ( 9,770 ) Other comprehensive (loss) income before reclassifications ( 5,144 ) 32 ( 5,112 ) Less: Amount of gain reclassified from AOCI 9,447 — 9,447 Net current period other comprehensive income 4,303 32 4,335 Ending balance $ ( 5,467 ) $ 32 $ ( 5,435 ) Year Ended December 31, 2024 Foreign Currency Translation Adjustment Unrealized Gains (Losses) on Available-for-sale Debt Securities, net Total Beginning balance $ ( 4,557 ) $ 1 $ ( 4,556 ) Other comprehensive loss before reclassifications ( 5,213 ) ( 1 ) ( 5,214 ) Less: Amount of gain (loss) reclassified from AOCI — — — Net current period other comprehensive loss ( 5,213 ) ( 1 ) ( 5,214 ) Ending balance $ ( 9,770 ) $ — $ ( 9,770 ) 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. 5. Goodwill and Intangible Assets The following table summarizes changes in goodwill balance (in thousands): Balance at December 31, 2024 $ 14,735 Impact of foreign currency translation 715 Balance at December 31, 2025 $ 15,450 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. 76 Spire Global, Inc. Notes to Consolidated Financial Statements December 31, 2025 and 2024 Intangible assets consisted of the following (in thousands): December 31, 2025 Gross Carrying Amount Accumulated Amortization Developed technology $ 12,867 $ ( 4,378 ) Trade names 2,181 ( 1,781 ) Patents 393 ( 369 ) FCC licenses 480 ( 314 ) $ 15,921 $ ( 6,842 ) December 31, 2024 Gross Carrying Amount Accumulated Amortization Developed technology $ 12,270 $ ( 3,153 ) Trade names 2,080 ( 1,282 ) Patents 393 ( 345 ) FCC licenses 480 ( 282 ) $ 15,223 $ ( 5,062 ) 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. 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 2026 $ 1,519 2027 1,112 2028 1,107 2029 1,104 2030 1,102 Thereafter 3,135 $ 9,079 6. 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. 77 Spire Global, Inc. Notes to Consolidated Financial Statements December 31, 2025 and 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 Assets: Accounts receivable, net $ 2,591 Contract assets 927 Other current assets 1,002 Property and equipment, net 106 Goodwill 32,412 Customer relationships, net 16,281 Other non-current assets 3,644 Total assets classified as held for sale $ 56,963 Liabilities: Accounts payable $ 787 Accrued wages and benefits 402 Other accrued expenses 1,014 Contract liabilities, current portion 5,444 Contract liabilities, non-current 20 Total liabilities associated with assets classified as held for sale $ 7,667 Net assets held for sale $ 49,296 7. Long-Term Debt 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): December 31, 2024 Blue Torch term loan $ 98,446 Other 4,618 Total long-term debt 103,064 Less: Debt issuance costs ( 4,510 ) Less: Current portion of long-term debt ( 93,936 ) Non-current portion of long-term debt $ 4,618 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 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 78 Spire Global, Inc. Notes to Consolidated Financial Statements December 31, 2025 and 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 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. 8. Leases 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. The leases have various expiration dates through 2031. Certain of the Company’s lease agreements include escalating lease payments. 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. 79 Spire Global, Inc. Notes to Consolidated Financial Statements December 31, 2025 and 2024 The following table provides the required information regarding the Company's leases for which the Company is the lessee (dollars in thousands): December 31, 2025 2024 Assets ROU assets $ 10,798 $ 11,074 Liabilities Current $ 4,642 $ 3,260 Non-current 8,755 9,598 Total lease liabilities $ 13,397 $ 12,858 Weighted-average remaining lease term (years) 4.5 4.8 Weighted-average discount rate 10 % 9 % As of December 31, 2025, the maturity of operating lease liabilities are as follows (in thousands): Year ending December 31, 2026 $ 5,333 2027 3,293 2028 2,508 2029 2,247 2030 2,043 Thereafter 689 Total lease payments 16,113 Less: Interest on lease payments ( 2,716 ) Present value of lease liabilities $ 13,397 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. 80 Spire Global, Inc. Notes to Consolidated Financial Statements December 31, 2025 and 2024 9. 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 (in thousands): December 31, 2025 Level 1 Level 2 Level 3 Total Assets: Cash and cash equivalents: Money market funds $ 6,360 $ — $ — $ 6,360 $ 6,360 $ — $ — $ 6,360 Marketable securities: Commercial paper $ — $ 44,543 $ — $ 44,543 U.S. treasury bills and bonds 12,426 — — 12,426 $ 12,426 $ 44,543 $ — $ 56,969 Liabilities: Long-term liabilities: Credit Agreement Warrants $ — $ 106 $ — $ 106 $ — $ 106 $ — $ 106 December 31, 2024 Level 1 Level 2 Level 3 Total Assets: Cash and cash equivalents: Money market funds $ 3,157 $ — $ — $ 3,157 $ 3,157 $ — $ — $ 3,157 Liabilities: Long-term liabilities: Credit Agreement Warrants $ — $ 13,641 $ — $ 13,641 Contingent earnout liability — — 1,455 1,455 $ — $ 13,641 $ 1,455 $ 15,096 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. 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. 81 Spire Global, Inc. Notes to Consolidated Financial Statements December 31, 2025 and 2024 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 Fair Value Cash and cash equivalents: Cash $ 18,453 $ — $ — $ 18,453 Cash equivalents: Money market funds 6,360 — — 6,360 U.S. treasury bills and bonds — — — - $ 24,813 $ — $ — $ 24,813 Marketable Securities: Commercial paper $ 44,514 $ 29 $ — $ 44,543 U.S. treasury bills and bonds 12,423 3 — 12,426 $ 56,937 $ 32 $ — $ 56,969 December 31, 2024 Amortized Cost Unrealized Gains Unrealized Losses Fair Value Cash and cash equivalents: Cash $ 16,049 $ — $ — $ 16,049 Cash equivalents: Money market funds 3,157 — — 3,157 $ 19,206 $ — $ — $ 19,206 The following table represents amortized cost and estimated fair value of marketable securities, by contractual maturity (in thousands): December 31, 2025 Amortized Cost Fair Value Due in one year or less $ 56,937 $ 56,969 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 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”). 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 82 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: December 31, 2025 2024 Fair value of the Company’s Class A common stock $ 7.50 $ 14.07 Exercise price $ 16.08 $ 5.44 - 16.08 Risk-free interest rate 3.94 % 4.48 % Expected volatility factor 75.0 % 96.0 % Expected dividend yield — % — % Remaining contractual term (in years) 6.5 7.4 - 8.7 Securities Purchase Agreement 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 83 Spire Global, Inc. Notes to Consolidated Financial Statements December 31, 2025 and 2024 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 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. The table below quantifies the significant inputs used for the contingent earnout liability: December 31, 2025 2024 Fair value of the Company’s Class A common stock $ 7.50 $ 14.07 Risk-free interest rate 3.56 % 4.22 % Expected volatility factor 75.0 % 96.0 % Earnout expiration date August 16, 2026 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 (in thousands): Contingent Earnout Liability Fair value as of December 31, 2024 $ 1,455 Change in fair value of contingent earnout liability ( 1,455 ) Fair value as of December 31, 2025 $ — 10. Commitments and Contingencies At times, the Company is party to various claims and legal actions arising in the normal course of business. Although the ultimate outcome of these matters is not presently determinable, management believes that the resolution of all such pending matters, based on an assessment of the current facts and circumstances, will not have a material adverse effect on the Company’s business, results of operations, financial condition or cash flows; 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. 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 84 Spire Global, Inc. Notes to Consolidated Financial Statements December 31, 2025 and 2024 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. Litigation 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 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; 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. 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. 85 Spire Global, Inc. Notes to Consolidated Financial Statements December 31, 2025 and 2024 11. Stock-Based Compensation 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. 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. 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): Number of Options Weighted- Average Exercise Price Weighted- Average Remaining Contractual Term Aggregate Intrinsic Value ('000) (in years) Options outstanding as of December 31, 2024 1,978,557 $ 16.72 4.5 Granted 21,650 $ 11.00 Exercised ( 241,532 ) $ 7.57 Forfeited, canceled, or expired ( 152,877 ) $ 18.83 Options outstanding as of December 31, 2025 1,605,798 $ 17.82 4.0 $ 144 Vested and expected to vest at December 31, 2025 1,605,798 $ 17.82 4.0 $ 144 Exercisable at December 31, 2025 1,584,148 $ 17.92 4.0 $ 144 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, 2025 2024 Risk-free interest rate 4.0 % 4.3 % Expected volatility factor 56.8 % 49.9 % Expected option life 5.5 years 5.5 years 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. 86 Spire Global, Inc. Notes to Consolidated Financial Statements December 31, 2025 and 2024 The following table summarizes RSU activity under the 2021 Plan: Number of RSUs Weighted Average Grant Date Fair Value per Share Outstanding as of December 31, 2024 2,777,156 $ 10.32 RSUs granted 2,018,673 $ 10.94 RSUs and PSUs vested ( 1,535,709 ) $ 11.50 RSUs forfeited ( 638,028 ) $ 9.98 Outstanding as of December 31, 2025 2,622,092 $ 10.19 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. 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, 2025 2024 Cost of revenue $ 284 $ 405 Research and development 3,213 5,243 Sales and marketing 2,187 4,193 General and administrative 13,018 10,149 $ 18,702 $ 19,990 12. 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. Common Stock Shares of Class A common stock have both economic and voting rights. Shares of Class B common stock have no economic rights, but do have voting rights. 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. 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. 87 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. 13. Income Taxes Income (loss) before income taxes consisted of the following (in thousands): Year Ended December 31, 2025 2024 Domestic income (loss) $ 24,474 $ ( 77,665 ) Foreign income (loss) 30,442 ( 25,535 ) Income (loss) before income taxes $ 54,916 $ ( 103,200 ) 88 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, 2025 2024 Current income tax provisions: Federal $ — $ — State 628 66 Foreign 1,220 41 Current income tax provision 1,848 107 Deferred income tax expense: Federal — — State — — Foreign 1,763 52 Deferred income tax expense 1,763 52 Total income tax provision $ 3,611 $ 159 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 Amount Percentage Provision for income taxes at U.S. federal statutory rate $ 11,532 21.0 % State and local income taxes, net of federal effect (1) 482 0.9 % Foreign tax effects: Canada Gain on sale of a business 20,059 36.5 % Foreign rate differential ( 1,041 ) ( 1.9 )% Change in valuation allowance ( 12,770 ) ( 23.3 )% Other 803 1.5 % Germany ( 826 ) ( 1.5 )% Luxembourg Gain on sale of a business 8,680 15.8 % Foreign rate differential 1,353 2.5 % Change in valuation allowance ( 17,066 ) ( 31.1 )% Other ( 179 ) ( 0.3 )% Singapore Capital gains exemption ( 1,482 ) ( 2.7 )% Other ( 83 ) ( 0.2 )% United Kingdom Change in valuation allowance ( 992 ) ( 1.8 )% Other 296 0.5 % Other countries ( 163 ) ( 0.3 )% 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”) 4,071 7.4 % Subpart F income 303 0.6 % Tax credits — — Valuation allowance ( 9,464 ) ( 17.2 )% Non-taxable or non-deductible Items: Change in fair value of warrant liability ( 670 ) ( 1.2 )% Other 238 0.4 % Uncertain tax positions — — Gain on sale of a business 577 1.1 % Other adjustments ( 47 ) ( 0.1 )% Total tax provision and effective tax rate $ 3,611 6.6 % (1) State taxes in Maryland made up the majority (greater than 50%) of the tax effect in this category. 89 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: Year Ended December 31, 2024 U.S. federal tax benefit at statutory rate 21.0 % State income taxes, net of federal benefit 3.6 % Foreign rate differential ( 0.1 )% Contingent earnout ( 0.3 )% Stock-based compensation ( 3.2 )% UK R&D expenditure 0.5 % GILTI inclusion ( 1.5 )% Outside basis difference in foreign subsidiary 1.8 % Deferred tax adjustments 1.5 % Non-deductible expenses and other ( 1.6 )% Change in valuation allowance, net ( 21.9 )% Effective tax rate ( 0.2 )% 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, 2025 2024 Deferred tax assets Net operating loss carryforward $ 63,303 $ 103,462 Research and development credit carryforward 5,010 5,599 Interest expense limitation carryforward 11,596 12,467 Stock-based compensation 1,712 1,971 Property and equipment 1,068 7,493 Investment in subsidiary — 1,732 Operating lease liabilities 935 1,371 Sec 174 Capitalized R&D 7,744 10,700 Intangibles 242 239 Other accruals 10,223 14,321 Gross deferred tax assets 101,833 159,355 Less: Valuation allowance ( 98,902 ) ( 141,877 ) Net deferred tax assets 2,931 17,478 Deferred tax liabilities Intangibles ( 1,290 ) ( 11,864 ) Operating lease right-of-use assets ( 864 ) ( 1,263 ) Foreign property and equipment and intangibles ( 36 ) ( 313 ) Other accruals ( 3,445 ) ( 4,898 ) Gross deferred tax liabilities ( 5,635 ) ( 18,338 ) Net deferred tax liabilities $ ( 2,704 ) $ ( 860 ) 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. cash generation to be sufficient to meet future U.S. cash needs. As such, the Company has not recognized a deferred tax liability related to unremitted foreign earnings. 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 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 90 Spire Global, Inc. Notes to Consolidated Financial Statements December 31, 2025 and 2024 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. 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 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, 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 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. 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 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 U.S. federal $ — U.S. state and local California 274 District of Columbia 91 Maryland 325 New York City 107 Virginia 173 Other 27 Foreign — Total cash paid for income taxes, net of refunds $ 997 91 Spire Global, Inc. Notes to Consolidated Financial Statements December 31, 2025 and 2024 14. 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, 2025 2024 Numerator: Net income (loss) $ 51,305 $ ( 103,359 ) Income allocated to participating Securities Purchase Agreement Warrants ( 111 ) — Basic net income (loss) attributable to common stockholders 51,194 ( 103,359 ) Removal of mark-to-market adjustment for 2022 Blue Torch Warrants ( 1,472 ) — Removal of mark-to-market adjustment for 2023 Blue Torch Warrants ( 2,135 ) — Adjustment to income allocated to participating Securities Purchase Agreement Warrants ( 6 ) — Dilutive net income (loss) attributable to common stockholders $ 47,581 $ ( 103,359 ) Denominator: Weighted-average Class A common stock outstanding - basic 30,910,259 24,159,770 Effect of dilutive securities: Stock Options 91,944 — RSUs 715,953 — 2022 Blue Torch Warrants 98,339 — 2023 Blue Torch Warrants 134,355 — Weighted-average Class A common stock outstanding - diluted 31,950,850 24,159,770 Class A common stock: Net income (loss) per share - basic $ 1.66 $ ( 4.28 ) Net income (loss) per share - diluted $ 1.49 $ ( 4.28 ) 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): 2025 2024 Stock options 1,458,352 1,978,557 RSUs, PSUs, and Potential ESPP Shares 900,068 2,785,389 Credit Agreement Warrants 24,834 1,058,940 Contingent Earnout Shares 912,600 — 3,295,854 5,822,886 92 15. Information on Segment Reporting The Company operates as one reportable and operating segment, which derives revenue from the sale of subscription-based data, insights, predictive analytics and related project-based services to global customers across a range of industries. All of the segment’s activities are interrelated, and each activity is dependent upon and supportive of the other. Accordingly, all significant operating decisions are based upon analysis of the Company at the consolidated level. 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 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, 2025 2024 Revenue $ 71,553 $ 110,451 Less: Employee expense (a) 80,275 80,184 Equipment and software expenses (b) 27,454 38,650 Depreciation and amortization 12,405 21,729 Professional services 24,232 17,558 Facilities expense (b) 4,732 4,008 Contractor expense 1,899 2,602 Other operating and marketing expenses 5,629 5,767 Loss on decommissioned satellites and disposal of assets 9,281 4,023 Allowance for current credit loss on notes receivable — 4,026 Interest expense 7,418 20,358 Change in fair value of contingent liability and warrant liabilities ( 4,647 ) 6,489 Gain on sale of a business ( 154,305 ) — Loss on extinguishment of debt 12,008 — Issuance of stock warrants — 2,399 Other segment items (c) ( 6,133 ) 6,017 Segment net income (loss) $ 51,305 $ ( 103,359 ) (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. Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure None 93