What changed in this filing

/stocks — the workspaceLOADING

Item 1. Financial Statements

2026-05-05 compared with 2025-11-04 · 380 added, 404 removed, 400 unchanged (66% of the section changed)

FINANCIAL STATEMENTS

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

Voyager Technologies, Inc.

CONDENSED CONSOLIDATED BALANCE SHEETS

(Unaudited, in thousands, except share and per share amounts)

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

September 30, 2025 December 31, 2024

(Unaudited, in thousands, except share amounts)

March 31, 2026 December 31, 2025

Current assets:

13 unchanged sentences

$ 1,023,719 $ 1,050,454

LIABILITIES, MEZZANINE EQUITY, AND EQUITY (DEFICIT)

LIABILITIES AND EQUITY

Current liabilities:

2 unchanged sentences

Operating lease liabilities 6,757 5,831

SMI promissory note, current — 665

Accrued expenses and other current liabilities 67,726 75,472

1 unchanged sentence

111,253 133,027

Term loan, net — 56,991

Operating lease liabilities, non-current 36,296 13,336

1 unchanged sentence

Convertible notes, net 448,268 447,634

Embedded derivatives — 2,723

Deferred tax liabilities 12,021 8,858

SMI promissory note — 23,928

Other long-term liabilities 3,506 10,167

1 unchanged sentence

$ 619,247 $ 620,921

Mezzanine equity:

Class A-1 redeemable preferred stock:

$ 0.0001 par value;

0 shares authorized, issued and outstanding at September 30, 2025;

7,500,000 shares authorized and 6,967,720 shares issued and outstanding at December 31, 2024;

redeemable at the option of the holder with a liquidation preference of $ 105,581 at December 31, 2024

Redeemable noncontrolling interests — 32,431

Equity (Deficit):

Class A preferred stock:

$ 0.0001 par value per share;

0 shares authorized, issued, and outstanding at September 30, 2025;

1 share authorized, issued, and outstanding at December 31, 2024;

liquidation preference of $ 1

Class B convertible preferred stock:

$ 0.0001 par value per share;

0 shares authorized, issued, and outstanding at September 30, 2025;

4,400,000 shares authorized and 3,285,995 shares issued and outstanding at December 31, 2024;

liquidation preference of $ 146,454 at December 31, 2024

Class C preferred stock:

$ 0.0001 par value per share;

0 shares authorized, issued, and outstanding at September 30, 2025;

4,600,000 shares authorized and 1,537,818 shares issued and outstanding at December 31, 2024

Common stock:

$ 0.0001 par value per share;

0 shares authorized, issued, and outstanding at September 30, 2025;

375,000,000 shares authorized and 13,297,289 shares issued and outstanding at December 31, 2024

Commitments and Contingencies (Note 17)

Class A common stock:

$ 0.0001 par value per share;

400,000,000 shares authorized;

53,506,560 shares issued and outstanding at September 30, 2025, 0 shares authorized, issued, and outstanding at December 31, 2024.

400,000,000 shares authorized, 54,855,919 shares issued and 53,350,242 shares outstanding at March 31, 2026, 400,000,000 shares authorized, 54,546,859 shares issued, and 53,383,859 shares outstanding at December 31, 2025

Class B common stock:

$ 0.0001 par value per share;

50,000,000 shares authorized;

5,758,566 shares issued and outstanding at September 30, 2025, 0 shares issued and outstanding at December 31, 2024.

50,000,000 shares authorized, 5,758,566 shares issued and outstanding at March 31, 2026;

50,000,000 shares authorized and 5,758,566 shares issued and outstanding at December 31, 2025

Additional paid-in capital 823,076 797,438

Accumulated other comprehensive (loss) income ( 83 ) 28

Treasury stock, at cost ( 35,880 ) ( 27,702 )

Accumulated other comprehensive loss ( 64 ) ( 95 )

Accumulated deficit ( 429,910 ) ( 385,927 )

Total Voyager Technologies, Inc.

equity (deficit)

357,228 383,720

Noncontrolling interests 47,244 45,813

TOTAL EQUITY (DEFICIT)

404,472 429,533

TOTAL LIABILITIES, MEZZANINE EQUITY, AND EQUITY

TOTAL LIABILITIES AND EQUITY

$ 1,023,719 $ 1,050,454

1 unchanged sentence

(1) Includes balances associated with a consolidated variable interest entity (“VIE”), including amounts reflected in “TOTAL ASSETS” that can only be used to settle obligations of the VIE as well as liabilities of the VIE reflected within “TOTAL LIABILITIES” for which creditors do not have recourse to the general credit of Voyager.

Refer to Note 15, “Joint Venture”, for additional information.

See “Notes to Condensed Consolidated Financial Statements—Note 16, “Joint Venture”, for additional information.

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

Voyager Technologies, Inc.

1 unchanged sentence

(Unaudited, in thousands, except share and per share amounts)

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

Three Months Ended Nine Months Ended

September 30, 2025 September 30, 2024 September 30, 2025 September 30, 2024

Three Months Ended

March 31, 2026 March 31, 2025

Net sales $ 35,246 $ 34,507

Cost of sales 36,792 28,922

33,497 30,276 99,883 81,701

Gross (loss) profit ( 1,546 ) 5,585

Operating expenses:

Selling, general, and administrative

1 unchanged sentence

Research and development

3,038 ( 397 ) 7,580 7,240

Impairment losses — 3,594 — 3,594

Amortization of acquired intangibles

1,989 3,046 5,141 6,535

Loss from operations ( 44,647 ) ( 26,289 )

Other income (expense):

Loss on debt extinguishment

$ — $ ( 584 ) $ ( 7,804 ) $ ( 11,297 )

Finance and interest expense, net

1 unchanged sentence

Other income, net

4,145 462 6,762 954

Loss before income taxes ( 42,718 ) ( 27,881 )

Income tax expense (benefit)

( 1,762 ) 92 ( 1,633 ) 218

Income tax expense

Net loss ( 45,944 ) ( 27,929 )

3 unchanged sentences

dividends accrued on preferred stock — 6,001

Net loss attributable to common shareholders $ ( 16,273 ) $ ( 20,558 ) $ ( 85,852 ) $ ( 69,191 )

Net loss available to common shareholders $ ( 43,983 ) $ ( 32,939 )

Net loss per common share:

4 unchanged sentences

Diluted 58,339,505 14,339,521

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

Voyager Technologies, Inc.

1 unchanged sentence

(Unaudited, in thousands)

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

Three Months Ended Nine Months Ended

September 30, 2025 September 30, 2024 September 30, 2025 September 30, 2024

Three Months Ended

March 31, 2026 March 31, 2025

Net loss $ ( 45,944 ) $ ( 27,929 )

5 unchanged sentences

$ ( 43,952 ) $ ( 26,960 )

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

Voyager Technologies, Inc.

1 unchanged sentence

(Unaudited, in thousands)

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

Class A and Class B Common Stock Additional Paid-in Capital Accumulated Other Comprehensive Loss Accumulated Deficit Total Voyager Technologies, Inc.

Equity (Deficit) Non-controlling Interests Total Equity (Deficit) Total Mezzanine Equity

Three Months Ended September 30, 2025 Class A Class B Common Stock Preferred Stock

Shares Amount Shares Amount Shares Amount Shares Amount

Balance at June 30, 2025 53,275 $ 5 5,759 $ 1 — $ — — $ — $ 894,226 $ ( 83 ) $ ( 339,433 ) $ 554,716 $ 8,267 $ 562,983 $ 19,836

Net income (loss) — — — — — — — — — — ( 16,273 ) ( 16,273 ) ( 2,027 ) ( 18,300 ) ( 36 )

Class A Class B Common Stock Preferred Stock Treasury Stock

Shares Amount Shares Amount Shares Amount Shares Amount Shares Amount

Balance at December 31, 2025 53,384 $ 5 5,759 $ 1 — $ — — $ — $ 797,438 $ ( 95 ) $ ( 385,927 ) 1,163 ( 27,702 ) 383,720 $ 45,813 $ 429,533 $ —

Net loss — — — — — — — — — — ( 43,983 ) — — ( 43,983 ) ( 1,961 ) ( 45,944 ) —

Foreign currency translation adjustments — — — — — — — — — 31 — — — 31 — 31 —

Stock-based compensation — — — — — — — — 4,049 — — — — 4,049 — 4,049 —

Options Exercised 4 — — — — — — — 60 — — 60 — 60 —

Options & Warrants Exercised 322 — — — — — — — 3,643 — — — — 3,643 — 3,643 —

Unvested RSAs granted 3 — — — — — — — — — — — — — — — —

Unvested RSAs forfeited ( 18 ) — — — — — — — — — — — — — — — —

Issuance of Common stock for acquisition consideration 161 — — — — — — — 5,709 — — 5,709 — 5,709 —

Incremental IPO offering costs — — — — — — — — ( 320 ) — — ( 320 ) — ( 320 ) —

Purchase of noncontrolling interest — — — — — — — — 15,466 — — 15,466 — 15,466 ( 19,800 )

Vested RSUs 2 — — — — — — — — — — — — — — — —

Physical settlement of prepaid forward ( 343 ) — — — — — — — 8,178 — — 343 ( 8,178 ) — — —

Equity exchanged for services — — — — — — — — 2,000 — — — — 2,000 — 2,000 —

Reclass of Warrants — — — — — — — — 4,028 — — — — 4,028 — 4,028 —

Sale of noncontrolling interest — — — — — — — — 3,740 — — — — 3,740 3,392 7,132 —

Balance at September 30, 2025 53,507 $ 5 5,759 $ 1 — $ — — $ — $ 946,642 $ ( 83 ) $ ( 355,706 ) $ 590,859 $ 27,622 $ 618,481 $ —

Additional Paid-in Capital Accumulated Other Comprehensive Loss Accumulated Deficit Total Voyager Technologies, Inc.

Balance at March 31, 2026 53,350 $ 5 5,759 $ 1 — $ — — $ — $ 823,076 $ ( 64 ) ( 429,910 ) 1,506 ( 35,880 ) 357,228 47,244 404,472 $ —

Class A and Class B Common Stock Additional Paid-in Capital Accumulated Other Comprehensive Loss Accumulated Deficit Total Voyager Technologies, Inc.

Equity (Deficit) Non-controlling Interests Total Equity (Deficit) Total Mezzanine Equity

Three Months Ended September 30, 2024 Common Stock Preferred Stock

Shares Amount Shares Amount

Balance at June 30, 2024 12,653 $ 1 4,140 $ 165,725 $ 9,297 $ 26 $ ( 257,186 ) $ ( 82,137 ) $ 3,474 $ ( 78,663 ) $ 129,220

Net income (loss) — — — — — — ( 14,967 ) ( 14,967 ) ( 366 ) ( 15,333 ) 86

Foreign currency translation adjustments — — — — — ( 37 ) — ( 37 ) — ( 37 ) —

Stock-based compensation — — — — 843 — — 843 — 843 —

Options Exercised 1 — — — 23 — — 23 — 23 —

Issuance of Class C preferred stock, net — — 211 9,228 — — — 9,228 — 9,228 —

Dividends accrued on Class B convertible preferred stock — — — 2,142 ( 2,142 ) — — — — — —

Dividends accrued on Class A-1 redeemable preferred stock — — — — ( 3,449 ) — — ( 3,449 ) — ( 3,449 ) 3,449

Shares issued for services 27 — — — 310 — — 310 — 310 —

Redemptions of redeemable noncontrolling interests — — — — — — — — — — ( 9,491 )

Balance at September 30, 2024 12,681 $ 1 4,351 $ 177,095 $ 4,882 $ ( 11 ) $ ( 272,153 ) $ ( 90,186 ) $ 3,108 $ ( 87,078 ) $ 123,264

Voyager Technologies, Inc.

CONDENSED CONSOLIDATED STATEMENTS OF EQUITY (DEFICIT) and MEZZANINE EQUITY

(Unaudited, in thousands)

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

Class A and Class B Common Stock Additional Paid-in Capital Accum.

Deficit Total Voyager Equity (Deficit) Non-Controlling Interest Total Equity (Deficit) Total Mezzanine Equity

Nine Months Ended September 30, 2025 Class A Class B Common Stock Preferred Stock

Shares Amount Shares Amount Shares Amount Shares Amount

Class A Class B Common Stock Preferred Stock Treasury Stock

Shares Amount Shares Amount Shares Amount Shares Amount Shares Amount

Balance at December 31, 2024 — $ — — $ — 13,297 $ 1 4,824 $ 196,299 $ 15,081 $ 28 $ ( 281,113 ) — — ( 69,704 ) $ 3,704 $ ( 66,000 ) $ 125,927

Net income (loss) — — — — — — — — — — ( 74,593 ) ( 74,593 ) ( 4,522 ) ( 79,115 ) ( 215 )

Net loss — — — — — — — — — — ( 26,938 ) — — ( 26,938 ) ( 942 ) ( 27,880 ) ( 49 )

Foreign currency translation adjustments — — — — — — — — — ( 22 ) — — — ( 22 ) — ( 22 ) —

Stock-based compensation — — — — — — — — 1,723 — — — — 1,723 — 1,723 —

Options Exercised 8 — — — 1 — — — 215 — — 215 — 215 —

Unvested RSAs granted 867 — 45 — — — — — — — — — — — —

Unvested RSAs forfeited ( 37 ) — — — — — — — — — — — — — —

Options & Warrants Exercised — — — — 1 — — — 114 — — — — 114 — 114 —

Issuance of Common stock, net — — — — 1,611 — — — 43,117 — — — — 43,117 — 43,117 —

Issuance of Class A common stock and Common stock for acquisition consideration 161 — — — 34 — — — 6,709 — — 6,709 — 6,709 —

Issuance of Class A common stock upon initial public offering, net of underwriting costs and offering expenses 14,201 1 — — — — — — 401,474 — — 401,475 — 401,475 —

Incremental IPO offering costs — — — — — — — — ( 320 ) — — ( 320 ) — ( 320 ) —

Conversion of redeemable convertible preferred stock to Class A common stock upon initial public offering 27,865 3 — — — — ( 7,589 ) ( 311,008 ) 408,788 — — 97,783 — 97,783 ( 97,783 )

Conversion of convertible debt to Class A common stock upon initial public offering 817 — — — — — — — 25,336 — — 25,336 — 25,336 —

Conversion of Common Stock to Class A and Class B common stock 9,625 1 5,714 1 ( 15,338 ) ( 1 ) — — — — — 1 — 1 —

Issuance of Class C preferred stock, net — — — — — — 2,315 94,847 — — — — — 94,847 — 94,847 —

1 unchanged sentence

Dividends accrued or settled on Class A-1 redeemable preferred stock — — — — — — — — ( 3,853 ) — — — — ( 3,853 ) — ( 3,853 ) 3,853

Redemptions of Class A-1 redeemable preferred stock — — — — — — — — — — — — — — ( 3,044 )

Conversion of 2024 Convertible Notes — — — — — — — — 8,002 — — 8,002 4,796 12,798 —

Warrants issued for common stock — — — — — — — ( 3,807 ) 3,807 — — — — — —

Shares issued for services — — — — 138 — — — 3,000 — — — — 3,000 — 3,000 —

Purchase of noncontrolling interest — — — — 220 — — — 4,787 — — — — 4,787 — 4,787 ( 4,787 )

Sale of noncontrolling interest — — — — — — — — 33,149 — — 33,149 23,644 56,793 —

Balance at September 30, 2025 53,507 $ 5 5,759 $ 1 — $ — — $ — $ 946,642 $ ( 83 ) $ ( 355,706 ) $ 590,859 $ 27,622 $ 618,481 $ —

Voyager Technologies, Inc.

CONDENSED CONSOLIDATED STATEMENTS OF EQUITY (DEFICIT) and MEZZANINE EQUITY

(Unaudited, in thousands)

Balance at March 31, 2025 — $ — — $ — 15,267 $ 1 7,139 $ 293,293 $ 61,822 $ 6 $ ( 308,051 ) — — 47,071 $ 2,762 $ 49,833 $ 124,944

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

Additional Paid-in Capital Accum.

Deficit Total Voyager Equity (Deficit) Non-Controlling Interest Total Equity (Deficit) Total Mezzanine Equity

Nine Months Ended September 30, 2024 Common Stock Preferred Stock

Shares Amount Shares Amount

Balance at December 31, 2023 12,425 $ 1 3,286 $ 124,367 $ — $ ( 189 ) $ ( 216,802 ) $ ( 92,623 ) $ 3 $ ( 92,620 ) $ 122,905

Net income (loss) — — — — — — ( 53,112 ) ( 53,112 ) ( 3,212 ) ( 56,324 ) 74

Foreign currency translation adjustments — — — — — 178 — 178 — 178 —

Stock-based compensation — — — — 2,686 — — 2,686 — 2,686 —

Options Exercised 1 — — — 28 — — 28 — 28 —

Issuance of Class C preferred stock, net — — 1,065 46,425 — — — 46,425 — 46,425 —

Dividends accrued on Class B convertible preferred stock — — — 6,303 ( 6,303 ) — — — — — —

Dividends accrued on Class A-1 redeemable preferred stock — — — — ( 9,776 ) — — ( 9,776 ) — ( 9,776 ) 9,776

Warrants issued for common stock — — — — 1,135 — — 1,135 — 1,135 —

Warrant reclassification — — — — ( 2,546 ) — — ( 2,546 ) — ( 2,546 ) —

Shares issued for services 255 — — — 5,310 — — 5,310 6,317 11,627 —

Sale of noncontrolling interest — — — — 12,109 — — 12,109 — 12,109 —

Redemptions of redeemable noncontrolling interests — — — — — — — — — — ( 9,491 )

Reclass of negative additional paid-in capital — — — — 2,239 — ( 2,239 ) — — — —

Balance at September 30, 2024 12,681 $ 1 4,351 $ 177,095 $ 4,882 $ ( 11 ) $ ( 272,153 ) $ ( 90,186 ) $ 3,108 $ ( 87,078 ) $ 123,264

Voyager Technologies, Inc.

1 unchanged sentence

(Unaudited, in thousands)

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

Nine Months Ended

September 30, 2025 September 30, 2024

Three Months Ended

March 31, 2026 March 31, 2025

Cash Flows from Operating Activities:

2 unchanged sentences

Depreciation and amortization

Impairment losses — 3,594

Stock-based compensation

Amortization of operating lease right-of-use assets

Loss on debt extinguishment

Amortization of debt issuance costs and other non-cash interest expense

Reduction in fair value of earnout

Deferred taxes

( 1,552 ) ( 508 )

Non-cash services acquired

( 77 ) ( 73 )

Change in operating assets and liabilities, net of acquisitions:

Accounts receivable

( 113 ) ( 1,185 )

Prepaid expenses and other current assets

3 unchanged sentences

( 1,895 ) 284

( 374 ) ( 3,806 )

Accounts payable

3 unchanged sentences

Accrued expenses

( 5,319 ) 252

Operating lease liabilities

1 unchanged sentence

Other liabilities

( 212 ) ( 93 )

Net cash used in operating activities

5 unchanged sentences

24,034 18,000

Acquisitions, net of cash acquired ( 32,597 ) —

Purchase of Investment ( 2,500 ) —

Acquisition working capital settlement ( 5,837 ) —

Net cash used in investing activities

1 unchanged sentence

Cash Flows from Financing Activities:

Proceeds from term loan, net

Repayment of term loan

( 64,420 ) ( 56,574 )

Borrowings from the credit facility 64,500 —

Repayments on the credit facility ( 64,500 ) —

Proceeds from the exercise of stock options 3,643 114

Proceeds from the issuance of Common stock, net

Proceeds from the issuance of Class C preferred stock, net

116,047 46,425

Proceeds from the issuance of Class A common stock upon initial public offering, net of underwriting costs 409,405 —

Costs associated with initial public offering

Sale of noncontrolling interest 7,039 —

Redemptions of redeemable noncontrolling interests — ( 9,491 )

Purchase of noncontrolling interest ( 10,600 ) —

Redemptions of Class A-1 redeemable preferred stock ( 3,044 ) —

Cash repayment of Preferred B dividends ( 27,584 ) —

Costs associated with the credit facility ( 2,593 ) —

Proceeds from the convertible note

307 ( 1,746 )

2024 convertible note

Net cash provided by financing activities

1 unchanged sentence

Effect of foreign exchange on cash and cash equivalents $ ( 19 ) $ 28

Net increase in cash and cash equivalents 357,390 11,919

Net (decrease) increase in cash and cash equivalents ( 61,968 ) 119,558

Cash and cash equivalent at the beginning of the period

1 unchanged sentence

Cash and cash equivalents at the end of the period $ 429,361 $ 175,488

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

Notes to Condensed Consolidated Financial Statements

2 unchanged sentences

Voyager Technologies, Inc.

(“Voyager” or the “Company”), incorporated in the state of Delaware on August 15, 2019, is a space technology company with over 35 years of spaceflight heritage combined amongst its operating entities.

(“Voyager” or the “Company”), incorporated in the state of Delaware on August 15, 2019, is a purpose-built, innovation-driven defense and space technology company focused on delivering mission-critical solutions across national security, space exploration and infrastructure and commercial space markets.

Voyager’s business model leverages global public-private partnerships to deliver mission-critical capabilities and on-orbit services to civil and defense government agencies, academic and research institutions, and private sector players.

2 unchanged sentences

advanced spacecraft communications;

and our controllable solid-state propulsion technology.

and its controllable solid-state propulsion technology.

The Company consists of diversified solutions across two business segments:

(i) Defense and Space Technologies (as described below) and (ii) Starlab Space Stations.

Since 2019, Voyager has accomplished significant achievements in each of these segments, including the successful deployment of first-of-its-kind missile defense maneuvering capabilities, the development of groundbreaking space technology and the selection by NASA to develop a replacement for the International Space Station ("ISS").

See Note 13, "Segment Reporting", for further information.

Initial Public Offering

On June 12, 2025, the Company completed its initial public offering (“IPO”) of an aggregate of 14,200,645 shares of its Class A common stock, par value $ 0.0001 (“Class A common stock”), which includes the exercise in full by the underwriters of their option to purchase an additional 1,852,258 shares of Class A common stock, at a public offering price of $ 31.00 per share.

In June 2025, the Company completed its initial public offering (“IPO”) of an aggregate of 14,200,645 shares of its Class A common stock, par value $ 0.0001 (“Class A common stock”), which includes the exercise in full by the underwriters of their option to purchase an additional 1,852,258 shares of Class A common stock, at a public offering price of $ 31.00 per share.

The Company received aggregate proceeds of $ 409.4 million, net of underwriting discounts.

In connection with the IPO, the Company amended and restated its certificate of incorporation and reclassified all outstanding Common stock into Class A common stock.

The Company also converted all outstanding shares of Class A-1 Preferred Stock, Class B Preferred Stock, Class C Preferred Stock, and its SMI Promissory Notes (as defined below) into an aggregate of 28,682,004 shares of Class A common stock and forfeited and cancelled all outstanding shares of Class A Preferred Stock pursuant to the terms of an exchange and forfeiture agreement.

Finally, the Company exchanged an aggregate 5,713,566 shares of Class A common stock owned by Dylan Taylor, our Chairman and Chief Executive Officer, for an equivalent number of shares of our Class B common stock.

The Company also converted all outstanding shares of Class A-1 Preferred Stock, Class B Preferred Stock, Class C Preferred Stock, and its SMI Promissory Note (as defined below) into an aggregate of 28,682,004 shares of Class A common stock and forfeited and cancelled all outstanding shares of Class A Preferred Stock pursuant to the terms of an exchange and forfeiture agreement.

Finally, the Company exchanged an aggregate 5,713,566 shares of Class A common stock owned by Dylan Taylor, the Company's Chairman and Chief Executive Officer, for an equivalent number of shares of the Company's Class B common stock.

The rights of the holders of Class A common stock and Class B common stock are identical, except with respect to voting, conversion and transfer rights.

Liquidity Risks and Uncertainties

Since inception, the Company has incurred cumulative losses from operations and had an accumulated deficit of $ 429.9 million and $ 308.1 million on March 31, 2026 and 2025, respectively.

The Company’s principal sources of funding include its current cash balances, primarily consisting of net proceeds from its 2025 IPO, demand deposits, and money market mutual funds substantially all held within U.S.

bank accounts, proceeds from the 2030 Convertible Notes, and ability to draw on its Credit Facility (Note 9, “Debt”).

The Company will need to raise additional funds to meet its long-term strategic plans and management believes it will be able to obtain additional financing to fund its operations.

Management’s plans include, but are not limited to, generating revenue from engineering services and product sales to customers and seeking external sources of liquidity via a mix of equity and debt.

The Company believes its existing cash balances and cash from operations will be sufficient to fund ongoing operations through at least one year from the issuance date of its condensed consolidated financial statements.

However, there can be no assurance that the Company will be successful in achieving its strategic plans, that the Company’s cash balance and future capital raises will be sufficient to support its ongoing operations, or that any additional financing will be available in a timely manner or on acceptable terms, if at all.

If the Company is unable

Notes to Condensed Consolidated Financial Statements

(Tabular amounts in thousands of dollars, unless otherwise noted)

to raise sufficient financing when needed or events or circumstances occur such that the Company does not meet its strategic plans, the Company may be required to reduce certain discretionary spending and may be unable to develop or enhance new and existing products, which could adversely affect its ability to achieve its intended business objectives.

The Company, while made up of businesses that have historical track records of operations, is still in a growth phase and is continuing to make ongoing investments in growth opportunities.

Future performance is not guaranteed and there could be factors within or outside the Company’s control that could unfavorably influence the Company’s ability to meet its goals.

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The unaudited accompanying condensed consolidated financial statements include the accounts of Voyager and our consolidated subsidiaries and, have been prepared in conformity with accounting principles generally accepted in the United States of America (“US GAAP”).

The unaudited accompanying condensed consolidated financial statements include the accounts of Voyager and its consolidated subsidiaries, and have been prepared in conformity with accounting principles generally accepted in the United States of America (“GAAP”).

In the opinion of management, the condensed consolidated financial statements include all adjustments, consisting of adjustments associated with acquisition accounting and normal recurring adjustments, necessary for the fair statement of the results for the periods presented.

All intercompany balances and transactions have been eliminated in consolidation.

These unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and the related notes thereto included in the Company's prospectus filed with the SEC pursuant to rule 424(b) under the Securities Act of 1933, as amended, on June 12, 2025 (the “Prospectus”).

These unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and the related notes thereto included in the Company's Annual Report on Form 10-K for the year ended December 31, 2025, which was filed with the SEC on March 10, 2026.

Interim results are not necessarily indicative of the results that may be expected for a full year.

4 unchanged sentences

Accordingly, an amount equal to the par value of the increased shares resulting from the stock split was reclassified from Additional paid-in capital to Class A common stock and Class B common stock.

Notes to Condensed Consolidated Financial Statements

(Tabular amounts in thousands of dollars, unless otherwise noted)

Use of Estimates

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

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 and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period.

Some of these judgments can be subjective and complex, and, consequently, actual results may differ from these estimates.

On an ongoing basis, management evaluates its estimates, including those related to the valuation of acquired intangibles, intangibles, long-lived assets, redeemable noncontrolling interests, realization of tax assets and estimates of tax liabilities, valuation of equity securities and financial instruments, estimated useful lives of long-lived assets, and reported amounts of revenues and expenses during the reporting period.

On an ongoing basis, management evaluates its estimates, including those related to the valuation of acquired intangibles, intangibles, long-lived assets, realization of tax assets and estimates of tax liabilities, valuation of equity securities and financial instruments, estimated useful lives of long-lived assets, and reported amounts of revenues and expenses during the reporting period.

Estimates and assumptions are based on current facts, historical experience, and various other factors believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and the recording of revenues and expenses that are not readily apparent from other sources.

1 unchanged sentence

To the extent there are material differences between the estimates and actual results, the Company’s future results of operations could be affected.

Notes to Condensed Consolidated Financial Statements

(Tabular amounts in thousands of dollars, unless otherwise noted)

RECENT ACCOUNTING PRONOUNCEMENTS

Reporting Comprehensive Income - Expense Disaggregation Disclosures

In November 2024, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) No.

In November 2024, the FASB issued ASU No.

2024-03 Comprehensive Income (Topic 220):

4 unchanged sentences

The Company is currently evaluating the impact on its disclosures of adopting this new pronouncement.

Income Taxes – Disclosure Improvements

Government Grants

In December 2025, the FASB issued ASU No.

2023-09 Income Taxes (Topic 740):

Improvements to Income Tax Disclosures .

The ASU requires companies to disclose, on an annual basis, specific categories in the effective tax rate reconciliation and provide additional information for reconciling items that meet a quantitative threshold.

In addition, the ASU requires companies to disclose additional information about income taxes paid.

The ASU will be effective for annual periods beginning January 1, 2025 and will be applied on a prospective basis with the option to apply the standard retrospectively.

The Company is evaluating the disclosure impact of ASU 2023-09;

however, the standard is not expected to have an impact on the Company’s consolidated financial position, results of operations and/or cash flows.

2025-10 Government Grants (Topic 832):

Accounting for Government Grants Received by Business Entities.

This ASU adds guidance to ASC 832 on the recognition, measurement and presentation of government grants.

It provides new authoritative rules for for-profit business accounting for government grants, defining how to recognize, measure, present and disclose them.

The ASU will be effective for annual reporting periods beginning after December 15, 2028, and interim reporting periods within those annual reporting periods.

The Company is currently evaluating the impact on its disclosures of adopting this new pronouncement and is not expected to have a material impact on the Company's financial position .

ExoTerra Resource, LLC

On October 24, 2025, the Company acquired 100 % of the equity securities of ExoTerra Resource, LLC (“ExoTerra”) for $ 93.4 million in consideration, which was comprised of $ 69.4 million in cash, $ 10.8 million in equity, $ 7.4 million in contingent consideration and $ 5.8 million in post-closing net working capital adjustments.

The $ 5.8 million in post-closing net working capital adjustments was settled and paid during the three months ended March 31, 2026.

ExoTerra aims to reduce the cost of space exploration by developing affordable technologies that minimize spacecraft mass, including high efficiency propulsion, miniaturization, In Situ resource utilization and reusable infrastructure.

ExoTerra develops systems and technologies that solve the needs of micro-satellite constellations in the space industry.

As of the acquisition date, ExoTerra was consolidated into the Company’s Defense and National Security reporting segment.

Effective during the three months ended March 31, 2026, the Defense and National Security reporting segment is included within the Defense and Space Technologies reporting segment.

See Note 13, "Segment Reporting", for further information.

Estes Energetics

On November 19, 2025, the Company acquired 100 % of the equity securities of Estes Energetics (“Estes”) for $ 64.1 million in consideration, which was comprised of $ 54.6 million in cash and $ 9.5 million in equity.

Estes designs and manufactures energetics and propulsion materials critical to U.S.

defense and space systems.

Estes is vertically integrated in the production of energetics, propulsion materials, and critical chemical compounds supporting missile defense, tactical munitions and space propulsion.

As of the acquisition date, Estes was consolidated into the Company’s Defense and National Security reporting segment.

Effective during the three months ended March 31, 2026, the Defense and National Security reporting segment is included within the Defense and Space Technologies reporting segment.

See Note 13, "Segment Reporting", for further information.

During the year ended December 31, 2025, the Company expensed as incurred acquisition-related costs of approximately $ 3.5 million related to ExoTerra and Estes.

These costs were not included in the total purchase consideration paid by the Company and are included in selling, general, and administrative within its consolidated statements of operations.

During the three months ended March 31, 2026, the Company expensed as incurred immaterial acquisition-related costs.

Notes to Condensed Consolidated Financial Statements

(Tabular amounts in thousands of dollars, unless otherwise noted)

Business Combination

The purchase price allocations for the Company’s acquisitions during 2025 are preliminary and subject to adjustment as the estimates, assumptions, valuations, and other analyses have not yet been finalized.

The following table presents the provisional fair values of the assets acquired and liabilities assumed by the Company through the acquisitions of ExoTerra and Estes as of their respective acquisition dates:

ExoTerra Estes

Cash and cash equivalents $ 1,612 $ 3,216

Accounts receivable 2,191 2,252

Contract assets 9,504 859

Inventories 970 1,455

Prepaid expenses and other current assets 2,622 122

Property and equipment 6,240 12,716

Operating lease right-of-use assets 6,366 3,286

Intangible asset - Trade name 2,200 2,100

Intangible asset - Customer relationships 3,400 15,000

Intangible asset - Developed technology 19,100 15,700

57,290 28,276

Other assets 223 —

TOTAL ASSETS 111,718 84,982

Accounts payable 1,393 259

Contract liabilities 7,657 5,558

Operating lease liabilities 631 602

Accrued expenses and other current liabilities 2,903 3,707

Operating lease liabilities, non-current 5,735 2,684

Deferred tax liabilities — 7,432

Other long-term liabilities — 590

TOTAL LIABILITIES 18,319 20,832

Net assets acquired $ 93,399 $ 64,150

__________________

(1) The acquired goodwill represents synergies with the Company’s Defense and Space Technologies segment.

All of the goodwill acquired is tax deductible for ExoTerra, as the tax basis of goodwill exceeds the acquired goodwill.

None of the goodwill acquired is tax deductible for Estes.

The following table presents the class and estimated useful life of the intangible assets acquired during the year ended December 31, 2025 via the ExoTerra and Estes acquisitions:

Asset Class ExoTerra Estes

Trade name 2 years 20 years

Customer relationships 5 years 4 years to 10 years

Developed technology 6 years 20 years

Notes to Condensed Consolidated Financial Statements

(Tabular amounts in thousands of dollars, unless otherwise noted)

ElectroMagnetic Systems, Inc.

4 unchanged sentences

EMSI specializes in synthetic aperture radar (“SAR”) exploitation using proprietary AI/ML models and synthetic training data pipelines.

As of the acquisition date, EMSI was consolidated into the Defense and National Security reporting segment.

As of the acquisition date, EMSI was consolidated into the Company’s Defense and National Security reporting segment.

Based on preliminary analysis, the total fair value for the purchase was attributed to tangible assets of $ 3.9 million, intangible assets of $ 9.6 million, inclusive of $ 5.4 million for developed technology and $ 3.8 million for customer relationships/backlog, and goodwill of $ 21.6 million, offset by liabilities assumed of $ 2.4 million.

The intangible assets are expected to be amortized over two to ten years .

The acquired goodwill represents synergies with our Defense and National Security segment, and none of the goodwill acquired is tax deductible.

This acquisition was not considered material, individually or in the aggregate to our condensed consolidated financial statements or segment results.

As a result, no pro forma information has been provided.

The acquired goodwill represents synergies with the Company’s Defense and National Security segment, and none of the goodwill acquired is tax deductible.

Effective during the three months ended March 31, 2026, the Defense and National Security reporting segment is included within the Defense and Space Technologies reporting segment.

See Note 13, "Segment Reporting", for further information.

This acquisition was not considered material, individually or in the aggregate to the Company’s condensed consolidated financial statements or segment results.

Optical Physics Company

2 unchanged sentences

opto-mechanical assemblies and associated electronics, computer interfacing, signal acquisition and signal processing.

As of the acquisition date, OPC was consolidated into the Defense and National Security reporting segment.

As of the acquisition date, OPC was consolidated into the Company’s Defense and National Security reporting segment.

Effective during the three months ended March 31, 2026, the Defense and National Security reporting segment is included within the Defense and Space Technologies reporting segment.

See Note 13, "Segment Reporting", for further information.

The total fair value for the purchase was attributed to tangible assets of $ 2.1 million, intangible assets of $ 5.5 million and goodwill of $ 4.0 million, offset by liabilities assumed of $ 2.1 million.

This acquisition was not considered material, individually or in the aggregate to our condensed consolidated financial statements or segment results.

As a result, no pro forma information has been provided.

All intangible assets are expected to be amortized over five years .

This acquisition was not considered material, individually or in the aggregate to the Company’s condensed consolidated financial statements or segment results.

None of the goodwill acquired is tax deductible.

ACCOUNTS RECEIVABLE, NET

September 30, 2025 December 31, 2024

March 31, 2026 December 31, 2025

Accounts receivable, billed $ 12,261 $ 29,917

1 unchanged sentence

Accounts receivable, net $ 12,163 $ 29,819

Notes to Condensed Consolidated Financial Statements

(Tabular amounts in thousands of dollars, unless otherwise noted)

PROPERTY AND EQUIPMENT, NET

September 30, 2025 December 31, 2024

March 31, 2026 December 31, 2025

Equipment in orbit $ 19,533 $ 19,533

7 unchanged sentences

Property and equipment, net $ 191,433 $ 164,286

Depreciation expense for property, plant and equipment was $ 1.1 million and $ 3.3 million for the three and nine months ended September 30, 2025, respectively.

Depreciation expense for property, plant and equipment was $ 1.1 million and $ 3.1 million for the three and nine months ended September 30, 2024, respectively.

Notes to Condensed Consolidated Financial Statements

(Tabular amounts in thousands of dollars, unless otherwise noted)

Depreciation expense for property and equipment was $ 1.8 million and $ 1.1 million for the three months ended March 31, 2026 and 2025, respectively.

The Company has operating leases which primarily consist of building and property lease rentals with remaining terms of 1 year to 38 years.

The Company had immaterial finance leases as of March 31, 2026.

During the three months ended March 31, 2026, the Company commenced a new facility lease in Long Beach, California, which expands the Company's ability to capture the significant demand across defense, national security, civil and space missions.

As a result of this new facility lease, the Company recognized an initial right-of-use operating lease asset and liability of $ 24.1 million and the duration of the lease is through October 2034.

There have been no other material changes in the Company's lease portfolio since December 31, 2025.

ACCRUED EXPENSES

September 30, 2025 December 31, 2024

March 31, 2026 December 31, 2025

Accrued compensation $ 11,490 $ 18,708

1 unchanged sentence

Accrued taxes 1,343 1,285

Accrued earnout 413 413

Accrued earnout, current 7,293 413

Other current liabilities (1)

23,500 32,844

Total accrued expenses $ 67,726 $ 75,472

__________________

(1) Other current liabilities represent other provisional amounts the business has estimated it will be responsible for settling in the future primarily related to provisional amounts associated with business acquisition structures.

2030 Convertible Notes

On November 12, 2025, the Company issued new debt in the form of Convertible Senior Notes (the “2030 Convertible Notes”) in a private placement to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended.

The Company issued an aggregate principal amount of $ 435.0 million with an option to the initial purchasers of the 2030 Convertible Notes to purchase up to an additional $ 65.0 million aggregate principal to cover overallotments.

On November 24, 2025, the initial purchasers of the 2030 Convertible Notes exercised the option to purchase an additional $ 25.0 million principal of 2030 Convertible Notes.

The 2030 Convertible Notes are general unsecured obligations of the Company and will mature on November 15, 2030, unless earlier converted, redeemed, or repurchased.

The 2030 Convertible Notes will accrue interest at a rate of 0.75 % per annum, payable semi-annually in arrears on May 15 and November 15 of each year, beginning on May 15, 2026.

Notes to Condensed Consolidated Financial Statements

(Tabular amounts in thousands of dollars, unless otherwise noted)

The total net proceeds from the offering, after deducting debt issuance costs, was $ 447.3 million.

The 2030 Convertible Notes were issued pursuant to, and are governed by, an indenture (the “Indenture”), dated as of November 12, 2025, between the Company and U.S.

Bank Trust Company, National Association, as trustee.

Each $1,000 of principal of the 2030 Convertible Notes will initially be convertible into 32.2799 shares of Class A common stock under circumstances specified in the Indenture, equal to an initial conversion price of approximately $ 30.98 per share, to be settled in Class A common stock, cash, or a combination thereof at the Company’s election.

The conversion rate and conversion price will be subject to customary adjustments upon the occurrence of certain events.

Initially, the maximum number of shares of Class A common stock that are potentially issuable upon conversion of the 2030 Convertible Notes is 19,303,394 shares, based on an initial maximum conversion rate of 41.9639 if all of the 2030 Convertible Notes are settled in shares of Class A common stock.

These shares have been excluded from the computation of diluted earnings per share as the effect would be anti-dilutive in a net loss position.

The 2030 Convertible Notes will be convertible to either cash, shares of Class A common stock, or a combination at the Company’s election under the following circumstances:

(1) during any calendar quarter commencing after the calendar quarter ending on March 31, 2026 (and only during such calendar quarter), if the last reported sale price per share of the Class A common stock exceeds 130 % of the conversion price for at least 20 trading days during the 30 consecutive trading days ending on, and including, the last trading day of the immediately preceding calendar quarter;

(2) during the five business day period after any ten consecutive trading day period in which the trading price per $1,000 principal notes is less than 98 % of the product of the last reported sale price of Class A common stock and the conversion rate on that trading day;

(3) upon the occurrence of certain corporate events or distributions on the Class A common stock;

(4) if the Company calls notes for redemption;

(5) after August 15, 2030 until the close of business on the second scheduled trading day immediately before the maturity date.

The notes are redeemable in whole or in part after November 20, 2028 and on or before the 50th scheduled trading day immediately before the maturity date, at the option of the Company, but only if (i) the 2030 Convertible Notes are “Freely Tradable” (as defined in the Indenture) as of the date the Company sends the related redemption notice and all accrued and unpaid additional interest, if any, has been paid in full, as of the first interest payment date occurring on or before the date the Company sends such notice;

and (ii) the last reported sales price per share of the Class A common stock is greater than 130 % of the conversion price.

If the 2030 Convertible Notes are not repurchased, redeemed, or converted prior to maturity, they will be settled at a cash price equal to principal plus any unpaid interest.

If a fundamental chang e as defined in the Indenture, occurs prior to the maturity date, holders of the 2030 Convertible Notes may require the Company to repurchase all or a portion of their notes for cash at a repurchase price equal to the principal plus accrued and unpaid interest.

As of March 31, 2026, the principal outstanding is $ 460.0 million.

As of March 31, 2026, the conditions allowing holders of the 2030 Convertible Notes to convert have not been met.

The Company accounted for the issuance of the 2030 Convertible Notes as a single long-term liability measured at its amortized cost, as no other embedded features require bifurcation and recognition as derivatives.

Debt discount and issuance costs related to the 2030 Convertible Notes totaled $ 12.7 million for the year ended December 31, 2025.

These costs are amortized to finance and interest expense, net, included within other income (expense), net on the Company’s condensed consolidated statements of operations over the contractual term of the notes.

The 2030 Convertible Notes mature on November 15, 2030.

For the three months ended March 31, 2026, there was $ 0.6 million in amortization of debt discount and issuance costs and interest wa s $ 0.9 million.

The effective interest rate for the 2030 Convertible Notes is 1.33 %.

Notes to Condensed Consolidated Financial Statements

(Tabular amounts in thousands of dollars, unless otherwise noted)

The net carrying amount of the 2030 Convertible Notes was as follows:

March 31, December 31,

Principal $ 460,000 $ 460,000

Unamortized debt issuance costs ( 11,732 ) ( 12,366 )

Net carrying amount $ 448,268 $ 447,634

As of March 31, 2026, the total estimated fair value of the 2030 Convertible Notes was $ 566.9 million.

The estimated fair value of the 2030 Convertible Notes was based on a lattice pricing model and is considered to be a Level 3 measurement of the fair value hierarchy.

Capped Call Transactions

In connection with the pricing of the 2030 Convertible Notes, the Company entered into privately negotiated capped call transactions (the “Capped Call Transactions”) with certain of the initial purchasers in the offering of the 2030 Convertible Notes or their affiliates and certain other financial institutions.

Pursuant to the Capped Call Transactions, the Company used approximately $ 66.7 million of the net proceeds from the offering of the 2030 Convertible Notes to fund the Capped Call Transactions.

The Capped Call Transactions cover, subject to customary adjustments, the number of shares of Class A common stock initially underlying the 2030 Convertible Notes.

The Capped Call Transactions are expected generally to reduce the potential dilution to holders of the Company’s Class A common stock upon any conversion of the 2030 Convertible Notes and/or offset any potential cash payments the Company is required to make in excess of the principal amount of 2030 Convertible Notes upon conversion of the 2030 Convertible Notes in the event that the market price per share of the Class A common stock is greater than the strike price of the Capped Call Transactions, with such reduction and/or offset subject to a cap.

The cap price of the Capped Call Transactions was $ 59.58 per share, which represented a premium of approximately 150.0 % over the last reported sale price of the Class A common stock on November 6, 2025, and is subject to certain adjustments under the terms of the Capped Call Transactions.

The Capped Call Transactions meet the criteria for classification in equity, are not remeasured each reporting period, and are included as a reduction to additional paid-in-capital within stockholders’ equity.

Prepaid Forward

In connection with the offering of the 2030 Convertible Notes, the Company entered into a prepaid forward stock purchase transaction (the “Prepaid Forward”) with one of the initial purchasers or its affiliates of the 2030 Convertible Notes (the “Forward Counterparty”).

Pursuant to the Prepaid Forward, the Company has paid an aggregate of approximately $ 131.1 million and expects to receive an aggregate of 5,503,464 shares of Class A common stock.

The initial aggregate number of shares of the Company’s Class A common stock underlying the Prepaid Forward is 5,503,464 shares.

If the Company pays a cash dividend on its Class A common stock, then the Forward Counterparty is required to pay an equivalent amount to the Company.

The maturity date for the Prepaid Forward is scheduled to be November 15, 2030, although it may be settled earlier in whole or in part.

Upon settlement of the Prepaid Forward, at maturity or upon any early settlement, the Forward Counterparty will deliver to the Company the number of shares of Class A common stock underlying the Prepaid Forward or the portion thereof being settled early.

The Prepaid Forward Transaction has been accounted for as a reduction to additional paid-in capital, and will be considered treasury stock upon physical settlement.

The shares purchased under the Prepaid Forward are treated as a reduction in additional paid-in capital and are outstanding for purposes of the calculation of basic and diluted earnings per share until the Forward Counterparty physically delivers the shares underlying the Prepaid Forward to the Company.

The shares will remain outstanding for legal purposes, including for purposes of any future stockholders’ votes, until the Forward Counterparty delivers the shares underlying the Prepaid Forward to the Company.

The Company’s Prepaid Forward hedge transaction exposes the Company to credit risk to the extent that its counterparty may be unable to meet the terms of the transaction.

The Company mitigates this risk by limiting its counterparty to a major financial institution.

Notes to Condensed Consolidated Financial Statements

(Tabular amounts in thousands of dollars, unless otherwise noted)

During the three months ended March 31, 2026, 343,200 shares were physically delivered to the Company and considered treasury stock, reducing total outstanding shares of Class A common stock.

As of March 31, 2026, 343,200 shares have been physically delivered to the Company in connection with the Prepaid Forward.

Starlab Credit Facility

On December 18, 2025 , the Company’s Joint Venture, Starlab Space LLC, entered into a credit agreement in the form of a revolving credit facility (the “Starlab Credit Facility”) wi th a syndicate of lenders, led by Texas Capital Bank (“TCB”), providing for aggregate commitments of $ 20.0 million.

The proceeds will be used to provide working capital for operations, pay for expenses related to growth, as well as other general corporate purposes.

The percentage of credit facility will be based on the amount of preferred equity raised.

The Starlab Credit Facility has an initial maturity of three years from the closing date or upon denial of NASA contract.

Borrowings under the Starlab Credit Facility bear interest based on SOFR rate plus basis points depending on total liquidity.

In addition, the Company is required to pay an undrawn commitment fee ranging from 0.25 % to 0.50 % on the unused portion of the Starlab Credit Facility , also based on liquidity levels.

The Starlab Credit Facility contains customary covenants, representations and warranties, and events of default, including, among others, restrictions on the incurrence of additional indebtedness, the creation of liens, certain fundamental changes, and certain restricted payments.

Covenants include financial covenants, such as a minimum liquidity amount.

As of March 31, 2026, the Company had no drawn amounts on the Starlab Credit Facility .

Credit Facility

On May 30, 2025, we entered into a new senior secured revolving credit facility (the “Credit Facility”) with a syndicate of lenders, led by JP Morgan Chase Bank, N.A., providing for aggregate commitments of $ 200 million.

On May 30, 2025, the Company entered into a new senior secured revolving credit facility (the “Credit Facility”) with a syndicate of lenders, led by JP Morgan Chase Bank, N.A., providing for aggregate commitments of $ 200.0 million.

The Credit Facility is intended to be used for working capital and other general corporate purposes.

6 unchanged sentences

The obligations under the Credit Facility are secured by substantially all of the Company’s and its domestic subsidiaries’ assets, with the exception of Starlab, subject to certain customary exceptions.

As of September 30, 2025, we h ad no drawn amounts on the Credit Facility.

During the quarter ended September 30, 2025, the Company did not withdraw funds under the Credit Facility.

As of March 31, 2026, the Company h ad no drawn amounts on the Credit Facility.

Debt Extinguishment

On June 30, 2025, we used our Credit Facility to extinguish our Term Loan, as defined below, and repaid the principal balance, accrued interest, and an early termination premium for $ 64.4 million, which resulted in a loss on debt extinguishment of $ 5.7 million.

The draw from the credit facility was subsequently repaid the same day, leaving no outstanding amounts drawn under the Credit Facility at September 30, 2025.

On June 28, 2024, we and our domestic subsidiaries, excluding Starlab, entered into a $ 58.0 million Loan and Security Agreement (“Credit Agreement”) with the lenders party thereto and Hercules Capital, Inc., as administrative agent and collateral agent, which provided for a $ 58.0 million term loan (the “Term Loan”).

On June 30, 2025, the Company used its Credit Facility to extinguish the Term Loan, as defined below, and repaid the principal balance, accrued interest, and an early termination premium for $ 64.4 million, which resulted in a loss on debt extinguishment of $ 5.7 million.

The draw from the Credit Facility was subsequently repaid the same day, leaving no outstanding amounts drawn under the Credit Facility at March 31, 2026.

On June 28, 2024, Voyager and its domestic subsidiaries, excluding Starlab, entered into a $ 58.0 million Loan and Security Agreement (“Credit Agreement”) with the lenders party thereto and Hercules Capital, Inc., as administrative agent and collateral agent, which provided for a $ 58.0 million term loan (the “Term Loan”).

The Term Loan was set to mature on July 1, 2028.

The Term Loan bore interest at a variable annual rate equal to the sum of (a) the greater of (i) the Wall Street Journal Prime Rate or (ii) 8.50 %, and (b) 1.25 % per annum.

The Term Loan bore additional interest, which is equal to 2.50 % of the total outstanding principal, computed daily based on the actual number of days elapsed and added to the outstanding principal balance.

The Term Loan

Notes to Condensed Consolidated Financial Statements

(Tabular amounts in thousands of dollars, unless otherwise noted)

The Company’s long-term debt associated with the Term Loan consisted of the following:

September 30, 2025 December 31, 2024

Principal $ — $ 65,972

debt issuance cost & discounts, net of amortization — ( 8,981 )

Net carrying amount — 56,991

current portion — —

Total long-term debt, net $ — $ 56,991

bore additional interest, which is equal to 2.50 % of the total outstanding principal, computed daily based on the actual number of days elapsed and added to the outstanding principal balance.

2024 Convertible Notes

1 unchanged sentence

In January 2025, Starlab Space LLC raised an additional $ 0.1 million.

As of September 30, 2025, after the conversion of the 2024 Convertible Notes, there was no principal outstanding under the 2024 Convertible Notes.

During the year ended December 31, 2025, the 2024 Convertible Notes were converted and no principal remained outstanding under the 2024 Convertible Notes.

The notes bore interest at a rate of 5.0 % per annum, payable at maturity, which was on the third anniversary of the issue date if no triggering events occurred prior to that date.

13 unchanged sentences

This was deemed a “qualified financing event,” as described under item (i) above and, pursuant to the terms of the promissory note agreement, the 2024 Convertible Notes converted into Starlab Space LLC equity held by passive equity members.

As of September 30, 2025, due to the conversion, there was no remaining balance outstanding under the 2024 Convertible Notes.

The result of the Note Conversion liquidated the embedded and convertible note balance into equity, with a resulting loss on conversion of $ 2.1 million.

As of December 31, 2025, due to the conversion, there was no remaining balance outstanding under the 2024 Convertible Notes.

The conversion liquidated the embedded and convertible note balance into equity, with a resulting loss on conversion of $ 2.1 million.

SMI Promissory Note

In May and June 2023, Voyager acquired additional shares of Space Micro Inc (“SMI”) from certain minority stockholders in exchange for Promissory Notes in aggregate amount of approximately $ 28.4 million.

In October 2024, the Promissory Notes were modified for certain shareholders to be payable in the Company’s equity securities at the earlier of October 2, 2025 or the completion of its initial public offering, and for other shareholders at the earlier of October 2, 2026 or the completion of its initial public offering.

In alignment with the terms of the SMI Promissory Note, these notes were converted into Class A common stock upon the Company’s successful initial public offering during June 2025.

As a result of the conversion, the SMI Promissory Note have been retired in full.

The Company had no outstanding balance as of March 31, 2026 and December 31, 2025, respectively.

Notes to Condensed Consolidated Financial Statements

(Tabular amounts in thousands of dollars, unless otherwise noted)

SMI Promissory Notes

In May and June 2023, we acquired additional shares of Space Micro Inc (“SMI”) from certain minority stockholders in exchange for Promissory Notes in aggregate amount of approximately $ 28.4 million.

In October 2024, the Promissory Notes were modified for certain shareholders to be payable in our equity securities at the earlier of October 2, 2025 or the completion of our initial public offering, and for other shareholders at the earlier of October 2, 2026 or the completion of our initial public offering.

The Promissory Notes bear interest at the Wall Street Journal Prime Rate, which is accrued in arrears.

The Company had no outstanding balance as of September 30, 2025 and an outstanding balance of approximately $ 24.6 million as of December 31, 2024.

In alignment with the terms of the SMI Promissory Notes, these notes were converted into Class A common stock upon the Company's successful initial public offering during June 2025.

As a result of the conversion, the SMI Promissory Notes have been retired in full.

REDEEMABLE NONCONTROLLING INTERESTS

The following tables present the changes in redeemable noncontrolling interest for the three and nine months ended September 30, 2025 and September 30, 2024:

Three Months Ended September 30, 2025 Altius XO VTS SMI Total

Balance at June 30, 2025 $ — $ 19,836 $ — $ — $ 19,836

Net income (loss) attributable to redeemable noncontrolling interests — ( 36 ) — — ( 36 )

Redemptions of redeemable noncontrolling interests — ( 19,800 ) — — ( 19,800 )

Balance at September 30, 2025 $ — $ — $ — $ — $ —

Three Months Ended September 30, 2024 Altius XO VTS SMI Total

Balance at June 30, 2024 $ ( 866 ) $ 21,890 $ 20,170 $ 1,551 $ 42,745

Net income (loss) attributable to redeemable noncontrolling interests ( 15 ) 42 66 ( 7 ) 86

Redemptions of redeemable noncontrolling interests — — ( 9,492 ) — ( 9,492 )

Balance at September 30, 2024 $ ( 881 ) $ 21,932 $ 10,744 $ 1,544 $ 33,339

Nine Months Ended September 30, 2025 Altius XO VTS SMI Total

Balance at December 31, 2024 $ — $ 21,542 $ 10,889 $ — $ 32,431

Net income (loss) attributable to redeemable noncontrolling interests — ( 302 ) 87 — ( 215 )

Redemptions of redeemable noncontrolling interests — ( 21,240 ) ( 10,976 ) — ( 32,216 )

Balance at September 30, 2025 $ — $ — $ — $ — $ —

Nine Months Ended September 30, 2024 Altius XO VTS SMI Total

The Company acquired controlling interest in certain entities whose minority interest holders have the right, at certain times, to require the Company to acquire their ownership interest.

As a result of these redemption features, the Company recorded the respective redeemable noncontrolling interests within temporary, or mezzanine, equity on the Company's condensed consolidated balance sheets.

XO Markets Holdings, Inc.

During the year ended December 31, 2025, the Company purchased the remaining interest in XO Markets Holdings, Inc.

("XO") for $ 3.6 million in cash and $ 1.4 million in Voyager equity in a swap of XO common shares for Voyager Common stock, to increase the ownership to 100.0 %.

Valley Tech Systems, Inc.

During the year ended December 31, 2025, the Company purchased the remaining interest in Valley Tech Systems, Inc.

("VTS") for $ 7.0 million in cash and $ 3.3 million in Voyager equity in a swap of VTS common shares for Voyager Common stock, to increase the ownership to 100.0 %.

The following table presents the changes in redeemable noncontrolling interest between December 31, 2024 to March 31, 2025:

Balance at December 31, 2024 $ 21,542 $ 10,889 $ 32,431

1 unchanged sentence

Redemptions of redeemable noncontrolling interests ( 1,440 ) ( 3,347 ) ( 4,787 )

Balance at September 30, 2024 $ ( 881 ) $ 21,932 $ 10,744 $ 1,544 $ 33,339

As a result of the redemption of redeemable noncontrolling interests at Valley Tech Systems, Inc.

( “ VTS ” ) and XO Markets Holdings Inc.

( “ XO ” ) presented above, the Company's ownership interest is 100 % as of the period ended September 30, 2025.

All redemptions of redeemable noncontrolling interests were purchased in cash, other than a $ 3.3 million redemption for VTS during the period ended March 31, 2025, which was redeemed with Voyager equity in a swap of VTS common shares for Voyager Common stock.

Balance at March 31, 2025 $ 19,966 $ 7,629 $ 27,595

As all of the noncontrolling interest was eliminated during the year ended December 31, 2025, there was no activity for the three months ended March 31, 2026.

Notes to Condensed Consolidated Financial Statements

2 unchanged sentences

2025 Incentive Award Plan

In 2025, the Company adopted the 2025 Incentive Award Plan (“2025 Plan”), under which the Company may grant cash and equity-based incentive awards which include, but are not limited to, Restricted Stock Awards (“RSAs”) and Stock Options to employees, directors, and consultants to the Company or its subsidiaries.

The aggregate number of shares of Class A common stock or Class B common stock, if determined by the plan administrator, available for issuance under the 2025 Plan is equal to the sum of 4.4 million shares plus any shares available for issuance under the Company's 2020 Incentive Plan (“2020 Plan”) as of the effective date of the 2025 Plan, or 1.0 million shares.

In connection with the IPO on June 12, 2025 (“effective date”), the Company adopted the 2025 Incentive Award Plan (“2025 Plan”), under which the Company may grant cash and equity-based incentive awards which include, but are not limited to, Restricted Stock Awards (“RSAs”), Restricted Stock Units (“RSUs”) and Stock Options to employees, directors and consultants to the Company or its subsidiaries.

The aggregate number of shares of Class A common stock or Class B common stock, if determined by the plan administrator, available for issuance under the 2025 Plan as of the effective date of the 2025 Plan was 5.4 million shares.

The amount of shares available for issuance is eligible to increase on the first day of each calendar year beginning January 1, 2026 and ending on and including January 1, 2035 by the lesser of (i) 5 % of the shares of Class A common stock and Class B common stock outstanding on an as-converted basis on the last day of the immediately preceding fiscal year and (ii) such lesser amount as determined by the Company’s Board of Directors.

As of September 30, 2025, approximately 4.3 mil lion shares were available for future grants under the 2025 Plan.

The following table presents the Company's employee and non-employee RSA activity under the 2025 Plan:

As of March 31, 2026, approximately 6.6 million shares were available for future grants under the 2025 Plan.

RSAs and RSUs

The following table presents the Company's employee and non-employee RSA activity:

RSA Awards Weighted-Average Grant Date Fair Value

Nonvested RSAs outstanding as of March 31, 2025 — $ —

Issued 807,750 31.00

Nonvested RSAs outstanding as of June 30, 2025 807,750 31.00

Nonvested RSAs outstanding as of December 31, 2025 879,782 $ 30.70

Issued 3,000 28.66

Vested ( 28,576 ) 23.08

Forfeited ( 17,750 ) 31.00

Nonvested RSAs outstanding as of September 30, 2025 874,775 $ 30.95

The Company issued 807,750 RSAs associated with the Voyager IPO in June 2025.

The fair value of the RSAs granted was $ 31.00 per share based on the grant date associated with the Voyager IPO when all terms and conditions were approved and communicated to employees.

The RSAs have service-only vesting conditions and vest after each of the third, fourth, and fifth years of service.

The Company issued an additional 103,525 RSAs during the three months ended September 30, 2025.

The RSAs have service-only vesting conditions and vest over a four year service period beginning after the first year of service.

A ll RSAs granted to employees are considered legally issued and outstanding for voting purposes.

Nonvested RSAs outstanding as of March 31, 2026 836,456 $ 30.89

The RSAs granted during the three months ended March 31, 2026 have service-only vesting conditions and vest over a three-year service period beginning after the first year of service.

All RSAs granted to employees are considered legally issued and outstanding for voting purposes.

However, for accounting and dilution purposes, only vested awards are considered issued and outstanding.

Stock-based compensation expense related to RSAs for the three and nine months ended September 30, 2025 was $ 2.0 million and $ 2.3 million, respectively.

The Company also issued an immaterial amount of Restricted Stock Units (“RSUs”) during the three months ended September 30, 2025.

2020 and 2025 Incentive Award Plan - Options

The Company maintains options under the 2020 Incentive Award Plan;

however, following the effectiveness of the 2025 Plan, no further grants will be made under the 2020 Plan.

During the three months ended September 30, 2025, the Company issued additional stock options under the 2025 Plan with terms materially consistent with those previously issued under the 2020 Plan.

Stock-based compensation expense related to RSAs for the three months ended March 31, 2026 was $ 1.7 million .

The following table presents the Company’s employee RSU activity:

RSU Awards Weighted-Average Grant Date Fair Value

Nonvested RSUs outstanding as of December 31, 2025 168,624 $ 22.42

Issued 173,976 30.24

Vested ( 19,130 ) 26.41

Forfeited — —

Nonvested RSUs outstanding as of March 31, 2026 323,470 $ 26.34

The RSUs have service-only vesting conditions and primarily vest annually over a three year service period beginning after the first year of service.

Stock-based compensation expense related to RSUs for the three months ended March 31, 2026 was $ 0.6 million .

Notes to Condensed Consolidated Financial Statements

(Tabular amounts in thousands of dollars, unless otherwise noted)

All Stock Options issued before November 2024 under the 2020 Plan accelerated and vested upon completion of the IPO in June 2025.

Stock-based compensation expense for the 2020 Plan options outstanding was $ 0.1 million and $ 13.1 million for the three and nine months ended September 30, 2025, respectively.

Stock-based compensation expense for the 2020 Plan options outstanding was $ 0.8 million and $ 2.7 million for the three and nine months ended September 30, 2024.

2020 and 2025 Incentive Award Plan - Options

The Company has granted options under the 2020 Incentive Award Plan;

however, following the effectiveness of the 2025 Plan, no further grants will be made under the 2020 Plan.

During the three months ended March 31, 2026, the Company issued additional stock options under the 2025 Plan with terms materially consistent with those previously issued under the 2020 Plan.

Number of Shares Weighted-Average Exercise Price Weighted-Average Grant Date Fair value Weighted-Average Remaining Contractual Term (Years)

Outstanding as of December 31, 2025 4,595,417 $ 15.34 $ 8.68 7.6

353,050 30.53 20.60 10

( 44,063 ) 21.57 16.43

( 325,037 ) 11.21 6.33

Outstanding as of March 31, 2026 4,579,367 15.36 10.85 7.2

Options vested and exercisable as of March 31, 2026 3,199,094 10.69 7.44 6.4

Nonvested as of March 31, 2026 1,380,273 26.20 18.79 9.2

Stock-based compensation expense for options outstanding was $ 1.8 million and $ 1.7 million for the three months ended March 31, 2026 and March 31, 2025 , respectively.

Disaggregation of Net Sales

The following tables present the disaggregation of net sales from contracts with our customers:

Three Months Ended September 30, 2025 Defense and National Security Space Solutions Starlab Space Stations Eliminations Total

Government $ 26,874 $ 9,150 $ — $ — $ 36,024

International Government — 77 — — 77

Commercial 1,634 2,464 — ( 612 ) 3,486

Total net sales $ 28,508 $ 11,691 $ — $ ( 612 ) $ 39,587

Three Months Ended September 30, 2024 Defense and National Security Space Solutions Starlab Space Stations Eliminations Total

Government $ 14,022 $ 17,597 $ — $ — $ 31,619

International Government — 106 — — 106

Commercial 7,750 2,083 — ( 1,959 ) 7,874

Total net sales $ 21,772 $ 19,786 $ — $ ( 1,959 ) $ 39,599

Nine Months Ended September 30, 2025 Defense and National Security Space Solutions Starlab Space Stations Eliminations Total

Three Months Ended March 31, 2026 Defense and Space Technologies Starlab Space Stations Eliminations Total

Government $ 29,659 $ — $ — $ 29,659

2 unchanged sentences

Total net sales $ 36,157 $ — $ ( 911 ) $ 35,246

Nine Months Ended September 30, 2024 Defense and National Security Space Solutions Starlab Space Stations Eliminations Total

Three Months Ended March 31, 2025 Defense and Space Technologies Starlab Space Stations Eliminations Total

Government $ 29,526 $ — $ — $ 29,526

2 unchanged sentences

Total net sales $ 35,848 $ — $ ( 1,341 ) $ 34,507

Notes to Condensed Consolidated Financial Statements

(Tabular amounts in thousands of dollars, unless otherwise noted)

The approximate revenue based on geographic location of customers is as follows:

Three Months Ended Nine Months Ended

September 30, 2025 September 30, 2024 September 30, 2025 September 30, 2024

The revenue based on geographic location of customers is as follows:

Three Months Ended

March 31, 2026 March 31, 2025

$ 31,979 $ 30,280

2 unchanged sentences

Total net sales $ 35,246 $ 34,507

Notes to Condensed Consolidated Financial Statements

(Tabular amounts in thousands of dollars, unless otherwise noted)

Contract Balances

2 unchanged sentences

The following table presents the Company’s contract assets and liabilities:

September 30, 2025 December 31, 2024

March 31, 2026 December 31, 2025

Contract assets (current and non-current) $ 45,708 $ 40,208

1 unchanged sentence

Contract assets increased primarily due to a difference in timing of billing on cost plus programs and revenue recognition.

The change in contract liabilities was driven primarily by the timing difference of milestone billing and revenue recognition.

The amount of revenue recognized for the nine months ended September 30, 2025 that was included in the contract liability balance as of December 31, 2024 was $ 15.5 million.

The amount of revenue recognized for the nine months ended September 30, 2024 that was included in the contract liability balance as of December 31, 2023 was $ 6.4 million.

The decrease in contract liabilities was driven primarily by the timing difference of milestone billing and revenue recognition.

The amount of revenue recognized for the three months ended March 31, 2026 that was included in the contract liability balance as of December 31, 2025 was $ 10.0 million.

The below table summarizes the favorable (unfavorable) impact of the net estimate at completion (“EAC”) adjustments for the following periods:

Three Months Ended Nine Months Ended

(dollars in thousands, except per share data) September 30, 2025 September 30, 2024 September 30, 2025 September 30, 2024

Three Months Ended

(dollars in thousands, except per share data) March 31, 2026 March 31, 2025

Net EAC adjustments ( 8,166 ) ( 2,150 )

2 unchanged sentences

Diluted net loss per share $ ( 0.26 ) $ ( 0.41 )

During the three and nine months ended September 30, 2025, the Company experienced EAC growth on a significant program that led to increases of approximately $ 2.7 million and $ 5.7 million, respectively, during the periods primarily related to cost growth associated with new program requirements.

Performance Obligations

As of September 30, 2025, the Company had approximately $ 88.2 million of remaining performance obligations associated with contracts with an original duration of one year or greater.

As of March 31, 2026, the Company had approximately $ 153.2 million of remaining performance obligations associated with contracts.

The Company will recognize net sales as such obligations are satisfied.

The Company expects to recognize net sales relating to existing performance obligations of approximately $ 109.1 million, $ 31.8 million and $ 12.4 million for the remaining fiscal year 2026, fiscal year 2027, and thereafter, respectively.

Notes to Condensed Consolidated Financial Statements

(Tabular amounts in thousands of dollars, unless otherwise noted)

SEGMENT REPORTING

The Company’s business is organized into market sectors based on its products and services and has three reportable segments:

(i) Defense and National Security;

(ii) Space Solutions;

and (iii) Starlab Space Stations.

The Company organizes its reportable segments based on the nature of the products and services offered.

The Company’s business is organized into market sectors based on its products and services and has two reportable segments:

(i) Defense and Space Technologies and (ii) Starlab Space Stations.

The Company organizes its reportable segments based on the nature of the products and services offered and the economic characteristics of its operating businesses.

Effective the first fiscal quarter of 2026, the Company combined its Defense and National Security and Space Solutions segments into a single Defense and Space Technologies segment in order to align with how the Company's Chief Operating Decision Maker ("CODM") views results.

This will enable the Company to generate internal synergies within the Defense and Space Technologies segment and to more effectively manage its resources and facilities in order to support operations across the product and service offerings.

Our CODM allocates resources and assesses segment performance using regularly provided segment net sales and segment Adjusted EBITDA under this updated segment structure.

Within the segment change, there has been no change to the Company's reporting units.

The segment data for the comparable period presented has been recast to conform to the current period presentation for all activities of the reorganized segments.

Recasting this historical information did not have an impact on the condensed consolidated financial performance of the Company for the periods presented.

Transactions between segments are generally negotiated and accounted for under terms and conditions similar to other government and commercial contracts.

The reconciling item “corporate expense” includes the portion of corporate costs not considered allocable to the segments, such as legal, management and administration, and other corporate unallocable costs.

The Company’s CODM is our CEO and Chairman.

The CODM uses net sales and adjusted EBITDA to assess segment performance and make decisions regarding the allocation of capital and other investments.

The reconciling item “corporate expense” includes the portion of

Notes to Condensed Consolidated Financial Statements

(Tabular amounts in thousands of dollars, unless otherwise noted)

corporate costs not considered allocable to the segments, such as legal, management and administration, and other corporate unallocable costs.

The Company’s CODM is the Chief Executive Officer ("CEO and Chairman.

The CODM uses net sales and Adjusted Earnings before interest, taxes, depreciation and amortization ("EBITDA") to assess segment performance and make decisions regarding the allocation of capital and other investments.

Adjusted EBITDA is defined as EBITDA (earnings before interest, taxes, depreciation, and amortization) adjusted for certain items affecting comparability as specified in the calculation.

13 unchanged sentences

The following table summarizes the operating performance of the Company’s segments:

Three Months Ended Nine Months Ended

September 30, 2025 September 30, 2024 September 30, 2025 September 30, 2024

Defense and National Security $ 28,508 $ 21,772 $ 87,244 $ 55,501

Space Solutions 11,691 19,786 35,119 56,928

Three Months Ended

March 31, 2026 March 31, 2025

Defense and Space Technologies $ 36,157 $ 35,848

Starlab Space Stations — —

3 unchanged sentences

Other Segment Expenses (1) :

Defense and National Security $ 30,464 $ 20,896 $ 87,244 $ 53,870

Space Solutions 12,317 18,168 38,272 55,364

Defense and Space Technologies $ 47,662 $ 36,916

Starlab Space Stations (3)

2 unchanged sentences

Corporate and other expenses (3)

16,408 17,474

Total Other Segment Expenses

1 unchanged sentence

Adjusted EBITDA:

Defense and National Security $ ( 1,956 ) $ 876 $ — $ 1,631

Space Solutions ( 626 ) 1,618 ( 3,153 ) 1,564

Defense and Space Technologies $ ( 11,505 ) $ ( 1,068 )

Starlab Space Stations (3)

( 5,418 ) ( 2,814 )

Total Adjusted EBITDA, reportable segments ( 16,923 ) ( 3,882 )

1 unchanged sentence

Corporate and other expenses (3)

Depreciation & amortization ( 3,130 ) ( 4,124 ) ( 8,440 ) ( 9,595 )

( 16,408 ) ( 17,474 )

Depreciation and amortization ( 6,033 ) ( 2,602 )

Stock-based compensation ( 4,129 ) ( 1,723 )

Impairment — ( 3,594 ) — ( 3,594 )

Finance and interest expense, net ( 2,114 ) ( 2,729 )

1 unchanged sentence

Interest income 3,819 1,085

795 4,071 ( 6,655 ) ( 5,672 )

Loss before taxes $ ( 42,718 ) $ ( 27,881 )

3 unchanged sentences

In prior period filings, ‘Interest income’ was grouped into this line item.

During the third quarter of 2025, it was broken out due to materiality.

During the third quarter of 2025, it was broken out due to materiality and prior periods have been recast to break out 'Interest income'.

(3) During the second quarter of 2025, the Adjusted EBITDA metric was modified to remove non-cash services as an add back, and prior periods have been recast to present Adjusted EBITDA to align with the new composition of the metric.

These costs were historically only prevalent within the Starlab Space Stations segment and at the Corporate level.

The Company’s total capital expenditures were as follows:

Three Months Ended March 31, 2026 Defense and Space Technologies Starlab Space Stations Corporate Total

Capital expenditures:

Property and equipment $ 12,799 $ 37,828 $ 489 $ 51,116

Total capital expenditures $ 12,799 $ 37,828 $ 489 $ 51,116

Notes to Condensed Consolidated Financial Statements

(Tabular amounts in thousands of dollars, unless otherwise noted)

The Company’s capital expenditures are as follows:

Three Months Ended September 30, 2025 Defense and National Security Space Solutions Starlab Space Stations Corporate Total

Capital expenditures:

Property, plant and equipment $ 1,554 $ 171 $ 37,184 $ 126 $ 39,035

Total $ 1,554 $ 171 $ 37,184 $ 126 $ 39,035

Three Months Ended September 30, 2024 Defense and National Security Space Solutions Starlab Space Stations Corporate Total

Capital expenditures:

Property, plant and equipment $ 322 $ 419 $ 19,692 $ — $ 20,433

Total $ 322 $ 419 $ 19,692 $ — $ 20,433

Nine Months Ended September 30, 2025 Defense and National Security Space Solutions Starlab Space Stations Corporate Total

Capital expenditures:

Property, plant and equipment $ 2,769 $ 919 $ 92,434 $ 178 $ 96,300

Total $ 2,769 $ 919 $ 92,434 $ 178 $ 96,300

Nine Months Ended September 30, 2024 Defense and National Security Space Solutions Starlab Space Stations Corporate Total

Three Months Ended March 31, 2025 Defense and Space Technologies Starlab Space Stations Corporate Total

Capital expenditures:

Property, plant and equipment $ 1,131 $ 1,328 $ 50,299 $ — $ 52,758

Total $ 1,131 $ 1,328 $ 50,299 $ — $ 52,758

Substantially all of the Company’s long-lived tangible assets were in the United States as of September 30, 2025 and December 31, 2024, respectively.

The effective tax rate was 8.8 % and ( 0.6 )% for the three months ended September 30, 2025 and 2024, respectively.

The effective tax rate was 2.0 % and ( 0.4 )% for the nine months ended September 30, 2025 and 2024.

Property and equipment $ 1,041 $ 25,894 $ 35 $ 26,970

Total capital expenditures $ 1,041 $ 25,894 $ 35 $ 26,970

Substantially all of the Company’s long-lived tangible assets were in the United States as of March 31, 2026 and December 31, 2025 .

The effective tax rate was ( 7.6 )% and ( 0.2 )% for the three months ended March 31, 2026 and 2025, respectively.

The effective tax rates for all periods presented differ from the statutory U.S.

federal income tax rate of 21.0% primarily due to estimated permanent differences and changes in the valuation allowance.

The Company does not anticipate a significant change to the Company’s gross unrecognized tax benefits within the next 12 months.

The Company assesses the deferred tax assets for recoverability on a quarterly basis.

5 unchanged sentences

The accounting estimates used to compute the provision for income taxes may change as new events occur and additional information becomes known or as the tax environment changes.

Notes to Condensed Consolidated Financial Statements

(Tabular amounts in thousands of dollars, unless otherwise noted)

One Big Beautiful Bill Act

On July 4, 2025, the One Big Beautiful Bill Act (“OBBB”) was signed into law.

The change in the tax law will be partially effective in the current 2025 fiscal year, with additional provisions going into effect in future years.

The primary impacts to the Company include the ability to expense U.S.

research and development expenditures paid or incurred due to the permanent suspension of the current Section 174 requirement to capitalize and amortize, the ability to expense 100% of the cost of qualified property through Section 168 bonus depreciation, and expanded allowance for deducting business interest expense.

Following guidance provided by ASC 740, the company applied the relevant provisions of the OBBB in the third quarter of 2025, the period the tax legislation is enacted in.

Due to the valuation allowance recorded by the Company, these changes have not had a material impact in the current reporting period.

The Company is continuing to analyze the OBBB with its professional advisors and anticipates no material future impact on the value of deferred tax assets and liabilities, the Company's future taxable income and effective tax rate.

Until such analysis is complete, the full impact of the new tax law on the Company in future periods is uncertain, and no assurances can be made by the Company on any potential impacts.

NET LOSS PER COMMON SHARE

The following table includes the calculation of basic and diluted net loss per common share:

Three Months Ended Nine Months Ended

(dollars in thousands, except per share data) September 30, 2025 September 30, 2024 September 30, 2025 September 30, 2024

Three Months Ended

(dollars in thousands, except share data) March 31, 2026 March 31, 2025

Net loss attributable to Voyager Technologies, Inc.

1 unchanged sentence

Accrued value of preferred stock dividends — 6,001

— 5,591 11,259 16,079

Net loss attributable to common shareholders $ ( 43,983 ) $ ( 32,939 )

Accretion and fair value adjustment on ZIN earnout — — — ( 5,534 )

Net loss attributed to common shareholders, diluted $ ( 16,273 ) $ ( 20,558 ) $ ( 85,852 ) $ ( 74,725 )

Weighted-average common shares outstanding, basic 58,339,505 14,339,521

Shares issuable assuming ZIN earnout — — — 3

Weighted-average common shares outstanding, diluted 58,339,505 14,339,521

2 unchanged sentences

Diluted $ ( 0.75 ) $ ( 2.30 )

__________________

(1) During the three months ended September 30, 2024, the Class A-1 preferred stock accrued dividends were approximately $ 3.4 million, equal to $ 0.33 per share.

During the three months ended September 30, 2024, the Class B convertible preferred stock accrued dividends were approximately $ 2.1 million, equal to $ 0.43 per share.

There were no Class A-1 or Class B preferred stock dividends accrued during the three months ended September 30, 2025.

During the nine months ended September 30, 2025 and September 30, 2024, the Class A-1 preferred stock accrued dividends of approximately $ 7.3 and $ 9.8 million, respectively, equal to $ 1.05 and $ 0.94 per share, respectively.

During the nine months ended September 30, 2025 and September 30, 2024, the Class B convertible preferred stock accrued dividends of approximately $ 3.9 and approximately $ 6.3 million, respectively, equal to $ 1.20 and $ 1.28 per share, respectively.

Notes to Condensed Consolidated Financial Statements

(Tabular amounts in thousands of dollars, unless otherwise noted)

The Company’s potentially dilutive securities, which include preferred stock and outstanding awards under the equity plans, have been excluded from the computation of diluted earnings per share as the effect would be anti-dilutive in a net loss position.

The Company excluded the following potential common shares, presented based on amounts outstanding at each period end, from the computation of diluted net loss per share for the periods indicated:

September 30, 2025 September 30, 2024

Stock options 4,708 3,267

Notes to Condensed Consolidated Financial Statements

(Tabular amounts in thousands of dollars, unless otherwise noted)

(in shares of common stock) March 31, 2026 March 31, 2025

Equity Compensation Awards 5,739,293 5,539,388

Warrants 1,104,489 974,156

SMI Note — 1,453

SMI Promissory Note — 922,830

Preferred stock (as converted to common shares) — 28,124,257

1 unchanged sentence

JOINT VENTURE

The Company is a partial owner of a joint venture company, Starlab Space LLC (“Starlab JV”), which began operating on April 12, 2024 when the Space Act Agreement (“SAA”) was novated with National Aeronautical and Space Administration (“NASA”).

The Company is a majority owner of a joint venture company, Starlab Space LLC (“Starlab JV”), which began operating on April 12, 2024 when the SAA was novated with NASA.

Through the SAA, the Company will receive financial assistance through Government grants for certain eligible expenses to design, build and maintain a commercial space station.

As described within Note 8, “Debt”, on April 8, 2025, the Company contributed an additional $ 15.0 million into Starlab JV through Voyager Ventures, LLC, a wholly owned subsidiary of the Company.

As a result of this qualified financing event, in April 2025, the 2024 Convertible Notes converted into Starlab JV equity held by passive equity members.

In the second quarter of 2025, Voyager Ventures, LLC, contributed another $ 35.0 million into the Starlab JV.

As of September 30, 2025, the Company's ownership stake is 64.4 %.

As of March 31, 2026, the Company's ownership stake is 61.8 %.

Consolidated Variable Interest Entity

The Company evaluated its interests in Starlab JV and determined that it has a variable interest as of September 30, 2025.

The Company evaluated its interests in Starlab JV and determined that it has a variable interest as of March 31, 2026.

Due to the Company’s obligation to absorb losses and the right to receive benefits from the Variable Interest Entity (“VIE”) along with the ability to direct the activities that most significantly impact Starlab JV’s economic performance (including control over three of the five seats on the Board of Directors at Starlab JV), the Company was determined to be the primary beneficiary and is therefore consolidating the Starlab JV.

The Company’s consolidated financial statements reflect the performance of the Starlab JV VIE with the Company being the primary beneficiary of the VIE and having incremental power over the Starlab JV.

The Company’s condensed consolidated financial statements reflect the performance of the Starlab JV VIE with the Company being the primary beneficiary of the VIE and having incremental power over the Starlab JV.

The Company meets the power and economic criteria for consolidation of the VIE.

The Starlab JV is considered a business and therefore no gain or loss was recognized by the Company upon the initial consolidation of the VIE.

The following table presents the assets and liabilities of the Starlab JV included in the Company’s unaudited balance sheet, separated by major asset and liability class.

The following table presents the assets and liabilities of the Starlab JV included in the Company’s unaudited condensed consolidated balance sheets, separated by major asset and liability class.

These assets can only be used to settle obligations of Starlab JV, and the Company does not have recourse to the liabilities.

Creditors of Starlab JV do not have recourse to the Company.

Notes to Condensed Consolidated Financial Statements

(Tabular amounts in thousands of dollars, unless otherwise noted)

ASSETS September 30, 2025 December 31, 2024

March 31, 2026 December 31, 2025

Cash and cash equivalents $ 48,426 $ 54,610

Accounts receivable, net — 10,003

Prepaid expenses and other current assets 15,480 17,790

6 unchanged sentences

Accrued expenses and other current liabilities 16,221 15,898

Operating lease liabilities, non-current — 56

Convertible notes, net — 7,435

Embedded derivatives — 2,723

Contract liabilities to related parties, non-current 9,003 9,003

TOTAL LIABILITIES $ 34,854 $ 43,072

Notes to Condensed Consolidated Financial Statements

(Tabular amounts in thousands of dollars, unless otherwise noted)

COMMITMENTS AND CONTINGENCIES

Non-Cancelable Service Contract Commitments

The Company has a commitment for launch services for the Starlab program.

As of September 30, 2025 and December 31, 2024, the Company has a commitment for one launch at a future estimated launch date for $ 90.0 million.

The Company has a commitment for services for the Starlab program.

As of March 31, 2026 and December 31, 2025, the Company has a commitment for future service for $ 90.0 million.

The terms of the arrangement also allow the Company to terminate the agreement for convenience for 25 % of the contract value less what has been paid inception to date.

If the Company were to cancel the launch services, it would owe $ 13.5 million to the launch provider.

Non-Cancelable Subscription-Based Services

The Company has a commitment for subscription-based services to assist in payload and launch analyses for the Starlab program and throughout the business units for various contracts.

As of September 30, 2025 and December 31, 2024, the Company has a commitment for four annual installments through 2028, totaling $ 2.0 million.

If the Company were to cancel the services, it would owe $ 13.5 million to the provider.

The Company has commitments for various services to assist in payload and launch analyses for the Starlab program and throughout the business units for various contracts, as well as to assist in space exploration technologies.

As of March 31, 2026, for these service related contracts the Company has commitments through 2028, totaling $ 6.5 million.

The Company is involved in various legal actions arising in the normal course of business.

1 unchanged sentence

RELATED PARTIES

The Company had the following balances outstanding from transactions with related parties:

September 30, 2025 December 31, 2024

Accounts receivable, net- related parties $ — $ —

Accounts payable- related parties $ — $ 17

Notes to Condensed Consolidated Financial Statements

(Tabular amounts in thousands of dollars, unless otherwise noted)

The Company recorded the following amounts from transactions with related parties:

Three Months Ended Nine Months Ended

September 30, 2025 September 30, 2024 September 30, 2025 September 30, 2024

Net sales- related parties $ — $ — $ — $ —

Expenses- related parties $ 306 $ 156 $ 775 $ 447

The Company had immaterial accounts receivable and accounts payable balances outstanding from transactions with related parties for the three months ended March 31, 2026.

The Company recorded an immaterial amount of net sales and expenses with related parties, which are included in the Company's condensed consolidated statement of operations for the three months ended March 31, 2026.

SUPPLEMENTAL CASH FLOW

Selected cash payments and non-cash activities are as follows:

Nine Months Ended

(dollars in thousands, except per share data) September 30, 2025 September 30, 2024

Three Months Ended

March 31, 2026 March 31, 2025

Supplemental cash flow information:

2 unchanged sentences

Supplemental non-cash investing and financing activities:

Warrants issued for common stock 3,807 1,135

Operating lease liabilities arising in exchange for obtaining right-of-use assets $ 24,941 $ 1,395

Non-cash services and prepaid expenses contracted in exchange for Common stock 3,000 —

Non-cash services and prepaid expenses contracted in exchange for Starlab equity 18,384 9,794

Issuance of Class A common stock and Common stock in consideration for business acquisition 6,709 —

Issuance of Common stock for purchase of noncontrolling interest 4,787 —

Conversion of debt to Common stock upon initial public offering 25,336 —

Conversion of 2024 Convertible Notes to equity 8,002 —

Non-cash additions of property, plant and equipment $ 5,206 $ 4,980

Non-cash services contracted in exchange for equity $ 2,000 $ 3,000

Non-cash additions of property and equipment $ — $ 1,129

SUBSEQUENT EVENTS

The Company has evaluated subsequent events through November 4, 2025, the date the condensed consolidated financial statements were issued.

Strategic Partner Loan

The Company entered into an agreement on October 1, 2025 to provide a $ 7 million, interest-free bridge loan issued to a strategic partner.

The bridge loan has a maturity date of three months from the date of issuance.

On October 24, 2025 the Company acquired 100 % of the equity ownership of ExoTerra Resources, LLC, which is headquartered in Littleton, Colorado for a transaction value of $ 100.0 million, which was comprised of approximately $ 69.0 million in cash, $ 11.0 million in Class A common stock, and $ 20.0 million in contingent consideration based on potential revenue achievements.

The acquisition was made to bolster the Company's American propulsion capabilities and enhance the Company's electric propulsions systems and offerings.

Due to the timing of this acquisition, the initial accounting is not yet complete.

The Company has evaluated subsequent events through May 5, 2026, the date the condensed consolidated financial statements were issued.

There were no other material subsequent events which required recognition or additional disclosure.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1. Financial Statements