What changed in this filing

/stocks — the workspaceLOADING

Item 2. Management’s Discussion and Analysis

2026-05-05 compared with 2025-11-04 · 239 added, 234 removed, 297 unchanged (61% of the section changed)

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion of our financial condition and results of operations should be read together with the unaudited interim condensed consolidated financial statements and related notes that are included within Item 1 of this Quarterly Report, as well as the audited financial statements and the related notes thereto and the discussion under “Management’s Discussion and Analysis of Financial Condition and Results of Operations” included in our Prospectus.

The following discussion of our financial condition and results of operations should be read together with the unaudited interim condensed consolidated financial statements and related notes that are included within Part I, Item 1 of this Quarterly Report, as well as the audited financial statements and the related notes thereto and the discussion under “Management’s Discussion and Analysis of Financial Condition and Results of Operations” included in our Annual Report on Form 10-K for the year ended December 31, 2025 ("Form 10-K").

This discussion contains forward-looking statements based upon our current expectations that involve risks and uncertainties.

Our actual results may differ materially from those anticipated in these forward-looking statements as a result of various factors, including those set forth under “Risk Factors” and “Forward-Looking Statements” elsewhere in this Quarterly Report.

We are an innovation-driven defense technology and space solutions company committed to advancing and delivering an array of transformative, mission-critical solutions that include defense systems, communications and surveillance systems, advanced space technology, infrastructure and mission services.

We address complex challenges to fortify national security, protect critical assets and unlock new frontiers for human progress.

of our Form 10-K and “Forward-Looking Statements” elsewhere in this Quarterly Report.

We are a purpose-built, innovation-driven defense technology and space solutions company focused on delivering mission-critical solutions across national security, space exploration and infrastructure and commercial space markets.

Our company was purpose-built to address some of the most complex and consequential challenges facing the defense and space sectors, where technological leadership, operational execution and long-term resilience are essential.

Our work strengthens national security, protects critical assets and enables sustained human and economic activity in space.

Our founding was rooted in our goal of building a company that would address challenges at the forefront of the defense, national security and space industries.

Since 2019, we have accomplished significant achievements, 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 ISS.

We have grown both organically and through acquisitions, including Nanoracks, Valley Tech Systems, Space Micro, and Zin Technologies.

We have grown both organically and through acquisitions, including Nanoracks, Valley Tech Systems, Space Micro, Zin Technologies, ExoTerra, Estes and more.

We serve as a “prime” contractor and “subcontractor” to various government and private enterprise customers through our defense, national security, and space product offerings.

Since 2019, we have executed and successfully vertically and horizontally integrated nine acquisitions, and have grown our revenue to $39.6 million and $119.8 million for the three and nine months ended September 30, 2025, respectively.

In addition, we received cash proceeds of $4.0 million and $46.5 million during the three and nine months ended September 30, 2025, respectively, (with $43.8 million of eligible proceeds remaining as of September 30, 2025) from our $217.5 million development grant with NASA to design Starlab, the commercial space station replacement for the ISS which is set to be decommissioned in 2030.

We intend to operate Starlab through the Starlab JV, a Voyager-led and majority-owned global joint venture, with international equity partners that include Airbus, Mitsubishi, MDA Space, and Palantir.

Since 2019, we have executed and successfully vertically and horizontally integrated twelve acquisitions, with revenue of $35.2 million for the three months ended March 31, 2026.

In addition, we received cash proceeds from NASA grants of $24.0 million during the three months ended March 31, 2026 and $207.2 million to date.

We have $10.3 million of eligible proceeds remaining as of March 31, 2026, from our $217.5 million development grant with NASA to design Starlab, the commercial space station replacement for the ISS when it is decommissioned in 2030.

We intend to operate Starlab through the Starlab JV, a Voyager-led and majority-owned global joint venture, with international equity partners that include Airbus, Mitsubishi and MDA Space.

Our growth and increased size and scale are the result of investment and focus on our key technology offerings, as well as our ability to attract, cultivate and integrate accretive acquisitions.

Unless otherwise indicated, our significant accounting policies and estimates, material cash requirements, commitments, contingencies and business risks and uncertainties as described in our Management’s Discussion and Analysis (“MD&A”) are substantially unchanged from what is disclosed in our Prospectus.

Key Factors Affecting Our Performance

1 unchanged sentence

A discussion of key factors that have had, or may have, an effect on our results is set forth below.

For a further discussion of the factors affecting our results of operations, see Part I, Item 1A.

“Risk Factors” disclosed in our Form 10-K.

Government Expenditures and Private Enterprise Investment

17 unchanged sentences

Our funded backlog represents the portion of definitized contracts with customers that contain remaining performance obligations.

Unfunded backlog includes unexercised contract options and potential bookings under indefinite delivery/indefinite quantity (“IDIQ”) contracts.

Unfunded backlog includes contractual value that has yet to be funded, unexercised contract options and potential bookings under indefinite delivery/indefinite quantity (“IDIQ”) contracts.

In order to effectively manage our resources and develop our financial budgets, we continuously monitor our backlog.

4 unchanged sentences

Once the terms of these projects are further progressed in line with our backlog criteria, they are recorded in our funded backlog.

Backlog in all of our segments includes both single and multi-year awards.

Backlog in our segments includes both single and multi-year awards.

Fluctuations in backlog are driven primarily by the timing of large program wins.

Total backlog as of September 30, 2025 was $188.6 million, of which $88.2 million was funded.

We expect to convert approximately 42.9% of the total $88.2 million of funded backlog as of September 30, 2025 into revenue in the remaining periods of 2025.

Total backlog as of March 31, 2026 was $275.3 million, of which $153.2 million was funded.

We expect to convert 71.2% of the total $153.2 million of funded backlog as of March 31, 2026 into revenue in the remaining periods of 2026.

In addition, our backlog is subject to meaningful customer concentration risk.

As of September 30, 2025, approximately 62.6% of the total dollar value of our funded backlog related to three customers.

The top ten customers in our backlog represent approximately 90.4% of the total dollar value of our funded backlog.

As of March 31, 2026, 83.5% of the total dollar value of our funded backlog related to our top customer, the U.S.

For purposes of evaluating our backlog, we consider all U.S.

10 unchanged sentences

The timing of recognition of revenues, if any, on projects included in the backlog could change.

We review these projects regularly and increase or decrease backlog accordingly.

We review these projects regularly and increase or decrease our backlog accordingly.

The failure to realize some portion of our backlog could adversely affect our financial performance.

31 unchanged sentences

We believe continued reductions in costs and increases in production volumes will cause the cost of production to decline and improve our profit margins.

Our ability to achieve our production-efficiency objectives could be negatively impacted by a variety of factors including, but not limited to, lower-than-expected facility utilization rates, manufacturing and production cost overruns, increased purchased material costs, and unexpected supply-chain quality issues or interruptions.

Our ability to achieve our production-efficiency objectives have been and could in the future be negatively impacted by a variety of factors including, but not limited to, lower-than-expected facility utilization rates, manufacturing and production cost overruns, increased purchased material costs, and unexpected supply-chain quality issues or interruptions.

Basis of Presentation

The accompanying condensed consolidated financial statements include the accounts of Voyager Technologies, Inc.

and our consolidated subsidiaries and have been prepared in conformity with GAAP.

and our consolidated subsidiaries and have been prepared in conformity with accounting principles generally accepted in the United States (“GAAP”).

All intercompany amounts have been eliminated in consolidation.

Our business is organized into market sectors based on our products and services, and we have two reportable segments:

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

Effective the first fiscal quarter of 2026, we combined our Defense and National Security and Space Solutions segments into a single Defense and Space Technologies segment.

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 our consolidated financial performance for the periods presented.

See Part I “Notes to Consolidated Financial Statements—Note 13.

Segment Reporting” elsewhere in this Quarterly Report.

Components of Results of Operations

Net sales in the consolidated statements of operations consists entirely of revenue from contracts with customers, net of sales discounts.

Net sales in our consolidated statements of operations consist entirely of revenue from contracts with customers.

Our sales are derived from a combination of cost plus contracts, firm fixed-price contracts, and time and materials contracts for both U.S.

3 unchanged sentences

Our contracts can range from short-term periods of less than 12 months to multi-year obligations.

We generate net sales in our Defense and National Security segment, which represented approximately 70.9% and 71.3% of our total net sales for the three and nine months ended September 30, 2025, respectively, and 52.4% and 49.4% for the three and nine months ended September 30, 2024, respectively, by providing leading technology capabilities that support marquee programs with expertise in defense systems, signals intelligence, communication technologies, guidance, navigation systems and control systems.

We generate net sales in our Space Solutions segment, which represented approximately 29.1% and 28.7% of our total net sales for the three and nine months ended September 30, 2025, respectively, and 47.6% and 50.6% for the three and nine months ended September 30, 2024, respectively, by providing technology solutions, operating at the forefront of space technology and specializing in mission enabling, reliable hardware, software and engineering services for space missions.

Our portfolio offering includes advanced space technology systems, space infrastructure and space science.

The following tables set forth our net sales by contract type for the periods indicated:

Three Months Ended Nine Months Ended

Net sales by contract type (dollars in thousands) September 30, 2025 September 30, 2024 September 30, 2025 September 30, 2024

We generate net sales in our Defense and Space Technologies segment by delivering mission-critical systems that protect the nation, strengthen the industrial base and extend humanity's presence from low-Earth orbit to the Moon and beyond.

Our portfolio offering includes advanced electronics, space technologies, propulsion, energetics,

critical resources, AI-enabled electronic warfare solutions, science and space exploration and mission management as a service.

The following table sets forth our net sales by contract type for the periods indicated:

(dollars in thousands) Three Months Ended

Net sales by contract type March 31, 2026 March 31, 2025

Cost-plus fee and time and materials $ 16,990 $ 20,044

1 unchanged sentence

Total net sales $ 35,246 $ 34,507

The following tables set forth our net sales by customer for the periods indicated:

Three Months Ended Nine Months Ended

Net sales by customer (dollars in thousands) September 30, 2025 September 30, 2024 September 30, 2025 September 30, 2024

The following table sets forth our net sales by customer for the periods indicated:

(dollars in thousands) Three Months Ended

Net sales by customer March 31, 2026 March 31, 2025

Government $ 29,659 $ 29,526

2 unchanged sentences

Starlab Space Stations does not and is not expected to generate revenue from customers in the near term.

However, Starlab has received significant funding from NASA under our SAA.

However, the Starlab program has received significant funding from NASA under our SAA.

The Starlab program is partially funded through government grants.

These grants are not considered revenue.

We expect to continue to receive funding from NASA in the near term and before we begin to generate revenue (See “ — Research and Development Costs — Government Grants” for additional details).

We expect to continue to receive funding from NASA in the near term and before we begin to generate revenue.

Cost of Sales

Cost of sales represent the costs required to fulfill performance obligations on a direct or indirect basis.

Our cost of sales are primarily driven by labor, materials, subcontractors necessary to fulfill our contractual obligations along with program application indirect costs.

Our cost of sales are primarily driven by labor, materials, and subcontractors necessary to fulfill our contractual obligations along with program application indirect costs.

Selling, General, and Administrative

Selling, general, and administrative expenses consist primarily of personnel-related expenses for our sales, marketing, supply chain, finance, legal, human resources and administrative personnel, as well as the costs of customer service, information technology, risk management and related insurance, travel, allocated overhead and other marketing, communications and administrative expenses.

We also expect to further invest in our corporate infrastructure and incur additional expenses associated with operating as a public company, including increased legal and accounting costs, investor relations and compliance costs.

As a result, we expect that selling, general and administrative expenses will increase in absolute dollars in future periods but decline as a percentage of total revenue over time.

In addition, as a public company, we anticipate that we may incur significant additional annual expenses including, among other things, additional directors’ and officers’ liability insurance, costs to administer a public company stock compensation plan, director fees, costs to comply with reporting requirements of the SEC, transfer agent fees, costs for additional accounting, legal and administrative personnel, increased auditing, tax and legal fees, stock exchange listing fees, additional stock-based compensation expense and similar expenses.

We also expect to further invest in our corporate infrastructure and continue to incur additional expenses associated with operating as a public company, including increased legal and accounting costs, investor relations and compliance costs.

As a result, we expect that selling, general, and administrative expenses will continue to increase in absolute dollars in future periods but decline as a percentage of total revenue over time.

In addition, as a public company, we anticipate that we will continue to incur significant additional annual expenses including, among other things, additional directors’ and officers’ liability insurance, costs to administer a public company stock compensation plan, director fees, costs to comply with reporting requirements of the SEC, transfer agent fees, costs for additional accounting, legal and administrative personnel, increased auditing, tax and legal fees, stock exchange listing fees, additional stock-based compensation expense and similar expenses.

Research and Development Costs

1 unchanged sentence

Research and development costs include employee compensation, contractor fees, materials and supplies, software and facility costs.

For the three and nine months ended September 30, 2025, gross research and development costs were $3.5 million and $12.3 million, respectively.

For the three and nine months ended September 30, 2024, gross research and development costs were $1.3 million and $9.9 million, respectively.

For the three months ended March 31, 2026 and 2025, gross research and development costs were $13.1 million and $6.0 million, respectively.

Government Grants

We recognize government assistance when there is reasonable assurance that we will comply with the conditions of the assistance and that the assistance will be received.

NASA established the LEO Development program, or the SAA to help facilitate two objectives:

NASA established the Low Earth Orbit ("LEO") Development program, or the SAA to help facilitate two objectives:

• Develop a robust commercial space economy in LEO, including supporting the development of commercially owned and operated LEO destinations from which various customers, including private entities, public institutions, NASA and foreign governments, can purchase services;

3 unchanged sentences

Once a milestone is earned, we are under no further obligation to continue work on Starlab.

Milestone payments are expected to be earned through December 2025.

As of September 30, 2025, we have cumulatively earned $173.7 million in milestones under the program, with $127.2 million in milestones earned as of December 31, 2024.

All milestones earned as of September 30, 2025 and December 31, 2024 were received in cash.

Milestone payments are expected to be earned through June 2026.

As of March 31, 2026, we have cumulatively earned $207.2 million.

In addition to the SAA program, we are under contract for other governmental grant assistance programs associated with funding critical government initiatives for operations and infrastructure development within our company.

When the government grant assistance is related to an asset, the assistance will be deducted from the carrying value of the asset.

When the government grant assistance is related to costs incurred, the assistance is deducted from the related expense.

The following table sets forth the government grant assistance offset against research and development and construction in progress, respectively, for the three and nine months ended September 30, 2025 and 2024:

Three Months Ended Nine Months Ended

(dollars in thousands) September 30, 2025 September 30, 2024 September 30, 2025 September 30, 2024

The following table sets forth the government grant assistance offset against research and development and construction in progress for the three months ended March 31, 2026 and 2025:

Three Months Ended

(dollars in thousands) March 31, 2026 March 31, 2025

Government grant assistance offset against research and development $ 5,590 $ 2,000

Government grant assistance offset against construction in progress $ 20,434 $ 18,000

For the nine months ended September 30, 2024, the assistance offset against construction in progress assets included grant funding for capital expenditures not yet incurred of $6.0 million in accrued expenses and other current liabilities on the consolidated balance sheets.

Amortization of Acquired Intangible Assets

Amortization of acquired intangibles includes amortization of intangibles acquired in acquisitions.

Finance and Interest Expense

Finance and interest expense consists primarily of finance gains and charges on debt extinguishments and issuances, along with interest expense incurred on debt.

Amortization of Acquired Intangibles

Amortization of acquired intangibles includes amortization of acquired intangibles related to acquisitions.

Finance and Interest Expense, net

Finance and interest expense, net consists primarily of finance gains and charges on debt extinguishments and issuances, along with interest expense incurred on debt.

Other Income, net

Other income, net consists primarily of interest income on our cash and cash equivalents along with gain (loss) on foreign exchanges, which relates to currency fluctuations that generate foreign exchange gains or losses on invoices denominated in currencies other than the U.S.

Income Tax (Benefit) Expense

Income tax (benefit) expense includes the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements or tax returns.

Deferred tax assets and liabilities are determined based on the difference between the financial statement carrying amount and the tax basis of assets and liabilities, along with net operating loss carryforwards using enacted tax rates in effect for the year in which the differences are expected to reverse.

Valuation allowances are provided if, based upon the weight of available evidence, it is more likely than not that some or all the deferred tax assets will not be realized.

When uncertain tax positions exist, we recognize the tax benefit of tax positions to the extent that the benefit would more likely than not be realized assuming examination by the taxing authority.

The determination as to whether the tax benefit will more likely than not be realized is based upon the technical merits of the tax position as well as consideration of the available facts and circumstances.

We recognize any interest and penalties accrued related to unrecognized tax benefits as income tax expense.

Other income, net consists primarily of interest income on our cash and cash equivalents along with gain (loss) on foreign exchange relates to currency fluctuations that generate foreign exchange gains or losses on invoices denominated in currencies other than the U.S.

Income Tax Expense

Income tax expense includes the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements or tax returns.

For further information, see Part II, Item 8, “Notes to Consolidated Financial Statements—Note 2.

Summary of Significant Accounting Policies – Income Taxes” in our Form 10-K for further details.

Results of Operations

The following table sets forth our results of operations for the periods indicated:

Three Months Ended Change Nine Months Ended Change

(dollars in thousands) September 30, 2025 September 30, 2024 Year over Year % September 30, 2025 September 30, 2024 Year over Year %

Three Months Ended Change

(dollars in thousands) March 31, 2026 March 31, 2025 Year over Year %

Net sales $ 35,246 $ 34,507 $ 739 2.1 %

Cost of sales 36,792 28,922 7,870 27.2 %

Gross (loss) profit (1,546) 5,585 (7,131) (127.7) %

Operating expenses:

Selling, general, and administrative 31,357 26,286 5,071 19.3 %

Research and development 7,511 4,040 3,471 85.9 %

Impairment losses — 3,594 (3,594) * — 3,594 (3,594) *

Amortization of acquired intangibles 4,233 1,548 2,685 173.4 %

1 unchanged sentence

Other income (expense):

Loss on debt extinguishment $ — $ (584) $ 584 (100.0) % $ (7,804) $ (11,297) $ 3,493 (30.9) %

Finance and interest expense, net (2,114) (2,729) 615 (22.5) %

1 unchanged sentence

Loss before income taxes (42,718) (27,881) (14,837) 53.2 %

Income tax expense (benefit) (1,762) 92 (1,854) * (1,633) 218 (1,851) *

Income tax expense 3,226 48 3,178 *

Net loss (45,944) (27,929) (18,015) 64.5 %

5 unchanged sentences

non-meaningful changes are defined as greater than absolute value of 200% change or a change from 0%

Three Months Ended Change Nine Months Ended Change

(dollars in thousands) September 30, 2025 September 30, 2024 Year over Year % September 30, 2025 September 30, 2024 Year over Year %

Three Months Ended Change

(dollars in thousands) March 31, 2026 March 31, 2025 Year over Year %

Net sales $ 35,246 $ 34,507 $ 739 2.1 %

For the three months ended September 30, 2025, the increase in net sales was primarily due to an increase in sales in the Defense and National Security segment, which experienced growth of $8.0 million in external sales driven by significant programs won during 2024, offset by a decrease of $8.0 million in net sales in the Space Solutions segment, driven by lower volumes in U.S.

Government sales.

For a further discussion of the drivers behind the change in revenues, see “—Results by Segment.”

For the nine months ended September 30, 2025, the increase in net sales was primarily due to an increase in sales in the Defense and National Security segment, which experienced growth of $34.5 million in external sales driven by significant increases in U.S.

Government revenue volume, offset by a decrease of $21.2 million in net sales in the Space Solutions segment, driven primarily by lower volumes in U.S.

Government sales.

The increase in net sales for the three months ended March 31, 2026, compared to the three months ended March 31, 2025 was primarily related to an increase in U.S.

sales of $1.7 million and partially offset by decreases in sales in the international market.

For a further discussion of the drivers behind the change in revenues, see “—Results by Segment.”

Cost of sales

Three Months Ended Change Nine Months Ended Change

(dollars in thousands) September 30, 2025 September 30, 2024 Year over Year % September 30, 2025 September 30, 2024 Year over Year %

Three Months Ended Change

(dollars in thousands) March 31, 2026 March 31, 2025 Year over Year %

Cost of sales $ 36,792 $ 28,922 $ 7,870 27.2 %

For the three months ended September 30, 2025, the increase in costs of sales was primarily due to an increase in sales volumes and program input costs in the Defense and National Security segment, driving a $7.0 million cost increase in the quarter ended September 30, 2025.

The increase was primarily offset by lower volumes and program input costs in the Space Solutions segment, which drove a decrease in costs of sales year over year of $4.8 million.

For the nine months ended September 30, 2025, the increase in costs of sales was primarily due to an increase in sales volumes and program input costs in the Defense and National Security segment, driving a $29.1 million cost increase in the quarter ended September 30, 2025.

The increase was primarily offset by lower volumes and program input costs in the Space Solutions segment, which drove a decrease in costs of sales year over year of $11.0 million.

The increase in costs of sales was primarily due to the increase in sales volumes and program input costs associated with firm fixed price programs, which experienced growth in aggregate of $6.0 million more for the three months ended March 31, 2026, compared to the three months ended March 31, 2025.

Selling, general, and administrative

Three Months Ended Change Nine Months Ended Change

(dollars in thousands) September 30, 2025 September 30, 2024 Year over Year % September 30, 2025 September 30, 2024 Year over Year %

Three Months Ended Change

(dollars in thousands) March 31, 2026 March 31, 2025 Year over Year %

Selling, general, and administrative $ 31,357 $ 26,286 $ 5,071 19.3 %

For the three months ended September 30, 2025, the increase in selling, general, and administrative costs was primarily due to a $5.2 million increase in employee compensation expenses associated with headcount and benefit growth, along with a $4.5 million increase in administrative, marketing, and legal expense increases during the quarter ended September 30, 2025.

For the nine months ended September 30, 2025, the increase in selling, general, and administrative costs was primarily due to a $12.7 million increase in stock compensation costs mostly associated with the Company's initial public offering during the nine months ended September 30, 2025, a $6.0 million recovery during the nine months ended September 30, 2024 that did not occur during the same period in 2025, along with a $18.7 million increase in employee compensation expenses associated with internal commissions for fundraising efforts, salaries, accounting, IT, marketing and legal expense increases during the period ended September 30, 2025.

The increase in selling, general, and administrative costs was primarily due to the increase in corporate expenses related to headcount growth of $3.2 million along with an increase of stock-based compensation expenses driven by initial public offering awards vesting expenses of $2.4 million for the three months ended March 31, 2026, as compared to the three months ended March 31, 2025.

Research and development

Three Months Ended Change Nine Months Ended Change

(dollars in thousands) September 30, 2025 September 30, 2024 Year over Year % September 30, 2025 September 30, 2024 Year over Year %

Three Months Ended Change

(dollars in thousands) March 31, 2026 March 31, 2025 Year over Year %

Research and development $ 7,511 $ 4,040 $ 3,471 85.9 %

For the three months ended September 30, 2025, the increase in research and development, net was primarily due to $0.6 million and $1.5 million in additional research and development efforts at both Voyager and Starlab Space LLC, respectively, that occurred during the three months ended September 30, 2025, that did not recur in the same period during 2024.

During the three months ended September 30, 2025 the Company also had a decrease in government grants attributable to contra expense of $1.2 million compared to the same period in 2024.

For the nine months ended September 30, 2025, the immaterial increase in research and development, net was primarily due to an increase in corporate research and development efforts of $3.0 million during the nine month period ended September 30, 2025 compared to the same period in 2024 mostly offset by an increase of $2.1 million of government grants attributable to contra expense compared to the same period in 2024.

Impairment losses

Three Months Ended Change Nine Months Ended Change

(dollars in thousands) September 30, 2025 September 30, 2024 Year over Year % September 30, 2025 September 30, 2024 Year over Year %

Impairment losses $ — $ 3,594 $ (3,594) * $ — $ 3,594 $ (3,594) *

For the three and nine months ended September 30, 2025, the decrease in impairment losses was due to a $3.6 million impairment for the Company's Atomos investment that occurred during the three and nine months ended September 30, 2024, that did not recur in the same period during 2025.

The increase in research and development was primarily due to the increase in Strategic Systems research and development efforts of $3.2 million during the three months ended March 31, 2026, as compared to the three months ended March 31, 2025.

Amortization of acquired intangibles

Three Months Ended Change Nine Months Ended Change

(dollars in thousands) September 30, 2025 September 30, 2024 Year over Year % September 30, 2025 September 30, 2024 Year over Year %

Three Months Ended Change

(dollars in thousands) March 31, 2026 March 31, 2025 Year over Year %

Amortization of acquired intangibles $ 4,233 $ 1,548 $ 2,685 173.4 %

For the three and nine months ended September 30, 2025, the decrease in amortization of acquired intangibles to the three and nine months ended September 30, 2024 was driven primarily by amortization completion on intangibles from previous acquisition that occurred during 2024.

The increase in amortization of acquired intangibles during the three months ended March 31, 2026 was primarily driven by additional acquired intangibles related to business acquisitions in 2025 incurring a full amortization period for the three months ended March 31, 2026.

Finance and interest expense, net

Three Months Ended Change Nine Months Ended Change

(dollars in thousands) September 30, 2025 September 30, 2024 Year over Year % September 30, 2025 September 30, 2024 Year over Year %

Three Months Ended Change

(dollars in thousands) March 31, 2026 March 31, 2025 Year over Year %

Finance and interest expense, net $ (2,114) $ (2,729) $ 615 (22.5) %

For the three and nine months ended September 30, 2025, the decrease in finance and interest expense as compared to the three and nine months ended September 30, 2024 was driven primarily by lower interest expenses associated with the Company's debt extinguishment in 2025.

Loss on debt extinguishment

Three Months Ended Change Nine Months Ended Change

(dollars in thousands) September 30, 2025 September 30, 2024 Year over Year % September 30, 2025 September 30, 2024 Year over Year %

Loss on debt extinguishment $ — $ (584) $ 584 (100.0) % $ (7,804) $ (11,297) $ 3,493 (30.9) %

For the three and nine months ended September 30, 2025, the decreases in losses on debt extinguishments was driven by extinguishments of our Term Loan and Convertible Debt in the nine month period ended September 30, 2025 in comparison with the losses incurred related to debt extinguishment costs incurred during the three and nine months ended September 30, 2024 for the replacement of a prior term loan in exchange for the Term Loan.

The decrease in finance and interest expense, net was driven primarily by lower interest expenses associated with our Term Loan extinguishment during the fiscal year 2025, which did not incur interest during the three months ended March 31, 2026.

Other income, net

Three Months Ended Change Nine Months Ended Change

(dollars in thousands) September 30, 2025 September 30, 2024 Year over Year % September 30, 2025 September 30, 2024 Year over Year %

Three Months Ended Change

(dollars in thousands) March 31, 2026 March 31, 2025 Year over Year %

Other income, net $ 4,043 $ 1,137 $ 2,906 *

For the three and nine months ended September 30, 2025, the increase in other income, net was associated with increased interest income associated with increased cash holdings during the three and nine months ended September 30, 2025 as compared to the three and nine months ended September 30, 2024.

Income tax expense (benefit)

Three Months Ended Change Nine Months Ended Change

(dollars in thousands) September 30, 2025 September 30, 2024 Year over Year % September 30, 2025 September 30, 2024 Year over Year %

Income tax expense (benefit) $ (1,762) $ 92 $ (1,854) * $ (1,633) $ 218 $ (1,851) *

For the three and nine months ended September 30, 2025, the increase in income tax benefit was associated with a benefit in deferred tax expense during the three and nine months ended September 30, 2025 as compared to the three and nine months ended September 30, 2024.

The increase in other income, net was associated with increased interest income associated with increased cash holdings during the three months ended March 31, 2026, as compared to the three months ended March 31, 2025.

Income tax expense

Three Months Ended Change

(dollars in thousands) March 31, 2026 March 31, 2025 Year over Year %

Income tax expense $ 3,226 $ 48 $ 3,178 *

The increase in income tax expense was associated with an increase in deferred tax liabilities not able to support the realization of deferred tax assets during the three months ended March 31, 2026, as compared to the three months ended March 31, 2025.

Results by Segment

Our Chief Operating Decision Maker measures the performance of our reportable segments based on net sales and Adjusted EBITDA.

Our Chief Operating Decision Maker (“CODM”) measures the performance of our reportable segments based on net sales and Adjusted EBITDA.

Our operating and reportable segments are:

Defense and National Security, Space Solutions and Starlab Space Stations.

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

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

Effective the first fiscal quarter of 2026, we combined the Defense and National Security and Space Solutions segments into a single Defense and Space Technologies segment in order to align with how CODM views results.

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 our condensed consolidated financial performance for the period presented.

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 have 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.

See Note 13, “Segment Reporting” to our condensed consolidated financial statements included elsewhere in this Quarterly Report.

Three Months Ended Nine Months Ended

(dollars in thousands) 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

(dollars in thousands) March 31, 2026 March 31, 2025

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

Starlab Space Stations — —

3 unchanged sentences

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 (5,418) (2,814)

2 unchanged sentences

Corporate and other expenses (16,408) (17,474)

Defense and National Security

The following table provides selected financial information for the Defense and National Security segment.

Three Months Ended Change Nine Months Ended Change

(dollars in thousands) September 30, 2025 September 30, 2024 Year over Year % September 30, 2025 September 30, 2024 Year over Year %

Net sales $ 28,508 $ 21,772 $ 6,736 30.9 % $ 87,244 $ 55,501 $ 31,743 57.2 %

Adjusted EBITDA $ (1,956) $ 876 $ (2,832) * $ — $ 1,631 $ (1,631) *

Adjusted EBITDA margin percentage (6.9) % 4.0 % — % 2.9 %

For the three months ended September 30, 2025, the increase in net sales was driven primarily by a $12.9 million increase in U.S.

government revenue compared to the three months ended September 30, 2024.

The increase in net sales was driven by volume increases on programs including revenues derived significant program material purchases during the period, and was partially offset by a $6.1 million decrease in commercial sales based on completion of commercial programs.

The decrease in Adjusted EBITDA was driven by the increase in program cost growth period over period.

For the nine months ended September 30, 2025, the increase in net sales was driven primarily by a $36.5 million increase in U.S.

government revenue compared to the nine months ended September 30, 2024, partially offset by a $4.8 million decrease in commercial net sales due to lower commercial program volumes and program completion during the same comparable period.

The increase in net sales was derived from program expansion, volume increases on existing programs and revenues derived significant program material purchases during the period.

The decrease in Adjusted EBITDA was driven by the increase in program costs year over year.

Space Solutions

The following table provides selected financial information for the Space Solutions segment.

Three Months Ended Change Nine Months Ended Change

(dollars in thousands) September 30, 2025 September 30, 2024 Year over Year % September 30, 2025 September 30, 2024 Year over Year %

Defense and Space Technologies

The following table provides selected financial information for the Defense and Space Technologies segment:

Three Months Ended Change

(dollars in thousands) March 31, 2026 March 31, 2025 Year over Year %

Net sales $ 36,157 $ 35,848 $ 309 0.9 %

1 unchanged sentence

Adjusted EBITDA margin percentage (31.8) % (3.0) %

For the three months ended September 30, 2025, the decrease in net sales was driven primarily by a $8.4 million decrease in U.S.

government revenue due to decreased volumes primarily related to programs that concluded before the three months period ended September 30, 2025 that were still ongoing during the three months ended September 30, 2024.

The decrease in Adjusted EBITDA was driven by the lower program volume contributions during the three months ended September 30, 2025 compared to the three months ended September 30, 2024, related to the lower volume on programs and increases in program costs that drove margin reduction.

For the nine months ended September 30, 2025, the decrease in net sales was driven primarily by a $19.4 million decrease in U.S.

government revenue due to decreased volumes related to programs that concluded during the nine months period ended September 30, 2025 compared to the nine months ended September 30, 2024.

The decrease in Adjusted EBITDA was driven by the lower program contributions during the nine months ended September 30, 2025 compared to the nine months ended September 30, 2024, related to the lower volume on programs and increases in program costs that drove margin reduction.

The increase in net sales during the three months ended March 31, 2026 was driven primarily by a $0.2 million increase in commercial net sales compared to the three months ended March 31, 2025, along with an increase of $0.1 million in U.S.

government net sales during the three months ended March 31, 2026, compared to the three months ended March 31, 2025.

The increase in net sales for the three months ended March 31, 2026 was driven by product line performance for new programs in the Voyager portfolio, offset by programs that concluded during the 2025 fiscal year.

The decrease in Adjusted EBITDA during the three months ended March 31, 2026 was driven by the increase of $2.1 million of segment research and development expenses related to increased investment in product development, along with program cost growth of $6.0 million compared to the three months ended March 31, 2025.

Starlab Space Stations

The following table provides selected financial information for the Starlab Space Stations segment:

Three Months Ended Change Nine Months Ended Change

(dollars in thousands) September 30, 2025 September 30, 2024 Year over Year % September 30, 2025 September 30, 2024 Year over Year %

Three Months Ended Change

(dollars in thousands) March 31, 2026 March 31, 2025 Year over Year %

Net sales $ — $ — $ — *

1 unchanged sentence

Adjusted EBITDA margin percentage * *

________________

* Not meaningful

For the three months ended September 30, 2025, the decrease in Adjusted EBITDA was driven primarily by an increase in Starlab operating expenses and research and development expenses of $5 million along with a decrease of $1.3 million of grant funding attributable to contra expenses, which were received in the quarter ended September 30, 2025 compared to the three months ended September 30, 2024.

For the nine months ended September 30, 2025, the decrease in Adjusted EBITDA was driven primarily by an increase of $6.3 million of salary, fundraising and administrative expenses, offset by an increase $2.1 million in grant funding attributable to contra expenses for the nine months ended September 30, 2025 compared to the same period ended September 30, 2024.

The decrease in Adjusted EBITDA during the three months ended March 31, 2026 was driven primarily by the $0.7 million increase in Starlab's expenses due to the continued growth of Starlab labor operations along with a $0.9 million increase in non-labor related research and development efforts in the three months ended March 31, 2026, as compared to the three months ended March 31, 2025.

Intersegment Eliminations

Intersegment eliminations are related to projects between our segments, including the construction of our Starlab program.

Intersegment eliminations decreased to $0.6 million from $2.0 million for the three months ended September 30, 2025 compared to the three months ended September 30, 2024, and decreased to $2.6 million from $6.0 million for the nine months ended September 30, 2025 compared to the nine months ended September 30, 2024.

The decrease in intersegment eliminations in both periods was primarily related to a decrease in Starlab driven programs.

Intersegment eliminations decreased to $0.9 million for the three months ended March 31, 2026, compared to $1.3 million for the three months ended March 31, 2025.

The decrease in intersegment eliminations was primarily related to a decrease in Starlab driven programs.

Key Performance Indicators and Non-GAAP Financial Measures

3 unchanged sentences

The following tables set forth our key performance metrics, which are further discussed below:

(dollars in thousands) September 30, 2025 December 31, 2024

(dollars in thousands) March 31, 2026 December 31, 2025

Funded backlog (1)

Defense and National Security $ 46,807 $ 59,234

Space Solutions 41,379 42,499

Defense and Space Technologies $ 147,224 $ 140,102

Starlab Space Stations 6,003 6,003

Total funded backlog 153,227 146,105

Unfunded contract options (2)

Unfunded backlog (2)

122,051 119,485

1 unchanged sentence

$ 275,278 $ 265,590

Three Months Ended Nine Months Ended

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

__________________

(1) Funded backlog is comprised of projects for which we have received a written contract or purchase order, either executed or awaiting execution, excluding any unfunded contract options.

Our backlog may also include, as of any date of estimation, change orders for any project that have been confirmed, either in writing or verbally, or formally contracted.

(2) Unfunded backlog represents unfunded contract value remaining on contracts, customer options for f35uture products or services that have not yet been exercised and potential bookings under IDIQ contracts.

As of March 31, 2026, unfunded backlog was primarily comprised of customer options for future products or services that have not yet been exercised in the Defense and Space Technologies segment.

Three Months Ended

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

Net sales $ 35,246 $ 34,507

Gross profit 6,090 9,323 19,885 24,767

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

Net loss attributable to Voyager Technologies, Inc.

2 unchanged sentences

$ (33,331) $ (21,356)

Adjusted loss per share

Adjusted net loss per share (2)

$ (0.61) $ (2.14)

3 unchanged sentences

___________________

(1) Funded backlog is comprised of projects for which we have received a written contract or purchase order, either executed or awaiting execution, excluding any unfunded contract options.

Our backlog may also include, as of any date of estimation, change orders for any project that have been confirmed, either in writing or verbally, or formally contracted.

(2) Unfunded contract options represent unfunded portions of contract value and customer options for future products or services that have not yet been exercised and potential bookings under IDIQ contracts.

As of September 30, 2025, unfunded contract options were primarily comprised of customer options for future products or services that have not yet been exercised in the Defense and National Security segment.

(1) See “Non-GAAP Financial Measures” below for a discussion of Adjusted EBITDA and a reconciliation of Adjusted EBITDA to net loss attributable to Voyager Technologies, Inc., the most directly comparable GAAP measure to Adjusted EBITDA.

(2) See “Non-GAAP Financial Measures” below for a reconciliation of Adjusted net loss attributable to common shareholders and Adjusted net loss per common share.

(3) See “Non-GAAP Financial Measures” below for a discussion of free cash flow and a reconciliation of free cash flow to net cash provided by operating activities, the most directly comparable GAAP measure to free cash flow.

10 unchanged sentences

We define EBITDA as net loss attributable to Voyager Technologies, Inc.

plus (less) finance and interest expense, provision for income tax expense (benefit), and depreciation and amortization.

We define Adjusted EBITDA as EBITDA adjusted for stock-based compensation, business acquisition costs, restructuring charges, impairment losses, income (loss) attributable to noncontrolling interests, and other items we do not believe are indicative of our core operating performance, including incremental organizational costs attributable to our initial public offering, changes in the fair value of earnout liabilities, and foreign exchange gain/loss.

plus (less) finance and interest expense, provision for income tax expense, and depreciation and amortization.

We define Adjusted EBITDA as EBITDA adjusted for stock-based compensation, business acquisition costs, restructuring charges, net (loss) income attributable to noncontrolling interests, and other items we do not believe are indicative of our core operating performance, including incremental organizational costs attributable to our initial public offering, changes in the fair value of earnout liabilities, and foreign exchange gain/loss.

The reconciliation between EBITDA, Adjusted EBITDA, and net loss attributable to Voyager Technologies, Inc.

(the most comparable GAAP measure) is shown below:

Three Months Ended Nine Months Ended

(dollars in thousands) September 30, 2025 September 30, 2024 September 30, 2025 September 30, 2024

Three Months Ended

(dollars in thousands) March 31, 2026 March 31, 2025

Net loss attributable to Voyager Technologies, Inc.

2 unchanged sentences

Depreciation and amortization 6,033 2,602

Income tax expense (benefit) (1,762) 92 (1,633) 218

Income tax expense 3,226 48

EBITDA (32,610) (21,559)

1 unchanged sentence

Business acquisition costs (1)

482 25 922 255

Restructuring (2)

613 313 1,560 1,975

Impairment losses — 3,594 — 3,594

Net loss attributable to noncontrolling interests (1,961) (991)

Interest income (3,819) (1,085)

173 (4,129) 8,910 6,580

Adjusted EBITDA $ (33,331) $ (21,356)

3 unchanged sentences

(3) Other includes capital market and advisory fees related to advisors assisting with transitional activities associated with becoming a public company, changes in fair value of earn out liabilities, and foreign exchange gain/loss that are all individually insignificant for the period.

Other also contains debt extinguishment costs of $7.8 million for the nine months ended September 30, 2025, $0.6 million for the three months ended September 30, 2024, and $11.3 million for the nine months ended September 30, 2024.

There were no debt extinguishment costs for the three months ended September 30, 2025.

Adjusted Earnings Per Share

We consider adjusted earnings per share to be a useful, supplemental measure of our operations on a per share basis adjusting for items that are considered either non-operational, significant infrequent expenses, or sources of income that are not recurring to the business on a frequent basis.

We define adjusted earnings per share as the net income or loss attributable to common shareholders adjusted for stock-based compensation, business acquisition costs, restructuring, and other items mainly related to financing expenses and other individually immaterial items divided by our diluted basis number of weighted average shares outstanding during the period.

Since the adjustments made for presentational purposes do not impact the tax basis of the Company, the adjustments have been presented on a tax free basis.

Three Months Ended Nine Months Ended

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

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

Adjusted net loss attributable to common shareholders and Adjusted net loss per common share

We consider adjusted net loss attributable to common shareholders and adjusted net loss per common share to be useful, supplemental measures of our operations on a consolidated basis and on a per share basis adjusting for items that are considered either non-operational, significant infrequent expenses, or sources of income that are not recurring to the business on a frequent basis.

We define adjusted net loss attributable to common shareholders as the net income or loss attributable to common shareholders adjusted for stock-based compensation, business acquisition costs, restructuring, impairment losses, deferred income tax expense and other items mainly related to financing expenses and other individually immaterial items.

We define adjusted net loss per common share as adjusted net loss attributable to common shareholders divided by our diluted basis number of weighted-average shares outstanding during the period.

Since the adjustments made for presentational purposes do not impact the tax basis, the adjustments have been presented on a tax free basis.

Three Months Ended

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

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

Stock-based compensation

2,120 845 15,390 2,688

Business acquisition costs (1)

482 25 922 255

Restructuring (2)

613 313 1,560 1,975

Impairment losses — 3,594 — 3,594

173 (4,129) 8,910 6,580

Deferred income tax expense 3,163 (2)

Adjusted net loss attributable to common shareholders (35,761) (30,662)

4 unchanged sentences

There were no debt extinguishment costs for the three months ended September 30, 2025.

Free Cash Flow

1 unchanged sentence

We use free cash flow to supplement GAAP measures in evaluating our flexibility to allocate capital and pursue opportunities that may enhance shareholder value and the effectiveness of our strategies, to make budgeting decisions and to compare our performance against that of our peer companies, many of which present similar non-GAAP financial measures.

We believe that while expenditures and dispositions of property, plant and equipment will fluctuate on a period-to-period basis, we seek to ensure that we have adequate capital on hand to maintain ongoing operations and enable growth of the business.

We believe that while expenditures and dispositions of property and equipment will fluctuate on a period-to-period basis, we seek to ensure that we have adequate capital on hand to maintain ongoing operations and enable growth of the business.

Additionally, free cash flow is of limited usefulness in that it does not represent residual cash flows available for discretionary expenditures due to the fact the measure does not deduct the payments required for debt service and other contractual obligations or payments.

We define free cash flow as the sum of our cash (used in) provided by operating activities less our net capital expenditures.

The net capital expenditures of the Company are defined as the gross capital expenditures for the purchase of property and equipment less the grant funding we received in order to make such purchases.

Based on the nature of government grants for purposes of funding capital expenditures on our Starlab program, these grants are pass through for purposes of making capital expenditures as they are directly used to source funding on capital expenditures.

We define free cash flow as the sum of our cash used in operating activities less our net capital expenditures.

The net capital expenditures are defined as the gross capital expenditures for the purchase of property and equipment less the grant funding we received in order to make such purchases.

Based on the nature of government grants for purposes of funding capital expenditures on our Starlab program or other government funded capital expenditure p rograms, these grants are pass through for purposes of making capital expenditures as they are directly used to source funding on capital expenditures.

Our calculation of free cash flow may not be comparable to the calculation of similarly titled measures reported by other companies.

The reconciliation between free cash flow and net cash (used in) provided by operating activities (the most comparable GAAP measure) is shown below:

Three Months Ended Nine Months Ended

(dollars in thousands) September 30, 2025 September 30, 2024 September 30, 2025 September 30, 2024

The reconciliation between free cash flow and net cash used in operating activities (the most comparable GAAP measure) is shown below:

Three Months Ended

(dollars in thousands) March 31, 2026 March 31, 2025

Net cash used in operating activities $ (39,712) $ (14,354)

2 unchanged sentences

Free cash flow $ (66,794) $ (23,324)

The reconciliation between total Voyager capital expenditures, Starlab Space Stations capital expenditures and capital expenditures excluding Starlab Space Stations is shown below:

Three Months Ended Nine Months Ended

(dollars in thousands) September 30, 2025 September 30, 2024 September 30, 2025 September 30, 2024

The reconciliation between total Voyager capital expenditures, Starlab Space Stations capital expenditures and capital expenditures excluding Starlab for the periods presented is shown below:

Three Months Ended

(dollars in thousands) March 31, 2026 March 31, 2025

Total Voyager capital expenditures $ 51,116 $ 26,970

5 unchanged sentences

However, innovation spend is an operating metric, not a financial measure calculated or presented in accordance with GAAP, and companies in our industry may calculate innovation spend or similar operating metrics differently than we do.

We define innovation spend as research and development costs associated with IRS Section 174 categorization, as well as spend on designated development programs.

Development programs are defined as initiatives that, when developed, will expand the Company’s product offerings under a customer funded arrangement.

Innovation spend is comprised of various costs recognized in cost of sales and research and development costs within the consolidated statements of operations, as well as certain costs capitalized within property and equipment, net on our consolidated balance sheets.

We define innovation spend as qualified research and development costs associated with the Internal Revenue Service (“IRS”) Section 174 categorization, as well as spend on designated development programs.

Development programs are defined as initiatives that, when developed, will expand our product offerings under a customer funded arrangement.

Innovation spend is comprised of various costs recognized in cost of sales and research and development costs within our consolidated statements of operations, as well as certain costs capitalized within property and equipment, net on our consolidated balance sheets.

We define innovation spend excluding Starlab as innovation spend, minus the portion of innovation spend attributable to Starlab Space Stations.

The table below sets forth the components of our innovation spend and innovation spend excluding Starlab for the three and nine months ended September 30, 2025 and September 30, 2024:

Three Months Ended Years Ended December 31,

(dollars in thousands) September 30, 2025 June 30, 2025 March 31, 2025 2024 2023

Capitalized research and development under section 174 $ 44,080 $ 32,658 $ 33,599 $ 105,206 $ 46,222

The table below sets forth the components of our innovation spend and innovation spend excluding Starlab for the three months ended March 31, 2026 and March 31, 2025:

Three Months Ended

(dollars in thousands) March 31, 2026 March 31, 2025

Qualified research and development under section 174 $ 45,040 $ 33,599

Development program innovation spend (1)

5,277 5,989 5,513 22,024 20,330

Innovation spend 53,358 39,112

6 unchanged sentences

Liquidity and Capital Resources

As of September 30, 2025, we had cash and cash equivalents of approximately $413.3 million, which primarily consisted of net proceeds from our IPO, demand deposits, and money market mutual funds substantially all held within U.S.

As of March 31, 2026, we had cash and cash equivalents of approximately $429.4 million, which primarily consisted of proceeds from our 2030 Convertible Notes, demand deposits, and money market mutual funds substantially all held within U.S.

bank accounts.

We currently expect that our principal sources of funding will include our current cash balances and ability to draw on our Credit Facility.

As of March 31, 2026, we also had $212.1 million in available revolver capacity, which brings our available liquidity to $641.4 million.

We currently expect that our principal sources of funding will include our cash from operations, current cash balances and ability to draw on our Credit Facility.

We are focused on maintaining flexibility in the future evolution of our capital structure and seeking to access the lowest cost of capital while also remaining opportunistic as organic and external opportunities arise.

1 unchanged sentence

In addition to NASA funding, we expect to consider all financing options for Starlab, including funding through a combination of customer prebuys, the largest examples being other international space agencies, where prospective customers pay us in advance for usage of Starlab, as well as capital markets financing, including equity and project-based financing.

On June 12, 2025 we closed our initial public offering of 14,200,645 shares of our Class A common stock at a price of $31.00 per share, which included the exercise in full by the underwriters of their option to purchase from us an additional 1,852,258 shares of Class A common stock.

The net proceeds to us from the IPO were approximately $409.4 million.

Since inception, we have incurred cumulative losses from operations and had an accumulated deficit of $429.9 million as of March 31, 2026.

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

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

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.

In June 2025, we completed our initial public offering ("IPO") of an aggregate of 14,200,645 shares of our 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.

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

On November 12, 2025 and November 30, 2025, we issued $435.0 million and $25.0 million, respectively, in aggregate principal amount of 0.75% Convertible Senior Notes due 2030 (the “2030 Convertible Notes”) in a private placement to qualified institutional buyers pursuant to Rule 144A under the Securities Act.

The total net proceeds from the offering, after deducting debt issuance costs, was $447.3 million without taking into account the Capped Call Transactions and Prepaid Forward Transaction.

The 2030 Convertible Notes 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.

Our primary operating cash requirements include the payment of compensation and related costs, financing acquisitions, ongoing investment in Starlab and costs for our facilities and information technology infrastructure.

As of September 30, 2025, we believe our existing cash and cash equivalents and funds received from the capital and equity markets will be sufficient to meet our working capital and capital expenditure needs over the next twelve months and the foreseeable future.

As of March 31, 2026, we believe our existing cash and cash equivalents and cash from operations will be sufficient to meet our working capital and capital expenditure needs over the next twelve months.

We expect our cost of sales, operating expenses, and capital expenditures to increase in connection with our ongoing activities, particularly as we grow with our customers and win new business, expand our portfolio offering with new technologies, and continue to develop the next generation of space infrastructure.

7 unchanged sentences

The following table presents the major components of our cash used in operating activities, cash used in investing activities and cash provided by financing activities for the periods presented:

Nine Months Ended

(dollars in thousands) September 30, 2025 September 30, 2024 Change

Three Months Ended Change

(dollars in thousands) March 31, 2026 March 31, 2025 Year over Year

Net cash used in operating activities $ (39,712) $ (14,354) $ (25,358)

2 unchanged sentences

Effect of foreign exchange on cash and cash equivalents (19) 28 (47)

Net increase in cash and cash equivalents $ 357,390 $ 11,919 $ 345,471

Net (decrease) increase in cash and cash equivalents $ (61,968) $ 119,558 $ (181,526)

Operating Activities

3 unchanged sentences

We efficiently fund our working capital requirements with financing activities.

The increase in cash used in operating activities was driven by a $22.8 million decrease in cash from working capital related to increases in prepaid expenses and reductions from contract liabilities related to more work performed on programs during the nine months ended September 30, 2025 than cash milestones collected on programs.

The increase in cash used in operating activities for the three months ended March 31, 2026, as compared to the three months ended March 31, 2025, was driven by an increase in net loss year over year of $18.0 million, along with decreases due to working capital changes driven by payments made in accrued expenses in excess of accruals accounted for, but not yet paid, leading to a reduction of $5.6 million year over year.

Investing Activities

The primary driver for the increase in cash used in investing activities relates to cash used for acquisitions of $32.6 million, cash used for investments of $2.5 million, and an increase in capital investment of $43.8 million, primarily at Starlab, offset by a $12.1 million increase in government grant funding received.

The primary driver for the increase in cash used in investing activities for the three months ended March 31, 2026, as compared to the three months ended March 31, 2025, was the cash used to purchase property and equipment of $24.1 million.

The cash used to settle acquisition working capital amounts was offset by increases in grant funding for construction in progress activities.

Financing Activities

The increase in cash provided by financing activities was driven by our IPO cash raised, net of underwriting and commissions of $409.4 million, and a $45.9 million and $69.6 million increase in Common stock and Series C fundraising, respectively, during the nine months ended September 30, 2025 as compared to the period ended September 30, 2024.

These increases were offset by the repayment of our 2024 Term Loan of $64.4 million and repayment of our Preferred B dividends of $27.6 million along with the increase in financing inflows of $6.5 million mostly related to other financing raises during the nine months ended September 30, 2025.

The decrease of cash generated in financing activities for the three months ended March 31, 2026, as compared to the three months ended March 31, 2025, was driven by proceeds from our cash raised during the three months ended March 31, 2025 of $142.6 million for our Series C and common stock fundraising.

This decrease was partially offset by the $7.0 million sale of noncontrolling interest and $3.6 million in the exercise of stock options that occurred during the three months ended March 31, 2026.

Outstanding Indebtedness

The following table summarizes our long-term debt:

(dollars in thousands) September 30, 2025 December 31, 2024

Term loan $ — $ 65,972

(dollars in thousands) March 31, 2026 December 31, 2025

2030 Convertible Notes $ 460,000 $ 460,000

SMI Promissory Notes — 24,593

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

2 unchanged sentences

Total long-term debt, net $ 448,268 $ 447,634

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 $200.0 million.

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

The Credit Facility has an initial maturity of four years from the closing date and includes an uncommitted accordion feature that permits the Company, subject to certain conditions, to request an increase in the aggregate commitments by up to an additional $150 million, for a total potential facility size of $350 million.

The Credit Facility is being used for working capital and other general corporate purposes.

The Credit Facility has an initial maturity of four years from the closing date and includes an uncommitted accordion feature that permits us, subject to certain conditions, to request an increase in the aggregate commitments by up to an additional $150.0 million, for a total potential facility size of $350.0 million.

Borrowings under the Credit Facility bear interest at a variable rate based on Adjusted Term SOFR plus an applicable margin.

The applicable margin for borrowings ranges from 2.25% to 2.75%, depending on the Company’s consolidated liquidity levels, as defined in the agreement.

In addition, the Company is required to pay an undrawn commitment fee ranging from 0.25% to 0.30% on the unused portion of the Credit Facility, also based on liquidity levels.

The applicable margin for borrowings ranges from 2.25% to 2.75%, depending on our consolidated liquidity levels, as defined in the agreement.

In addition, we are required to pay an undrawn commitment fee ranging from 0.25% to 0.30% on the unused portion of the Credit Facility, also based on liquidity levels.

The 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 the last day of each fiscal quarter and minimum consolidated revenue amounts over a trailing four quarter period.

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.

We currently have no indebtedness outstanding under the Credit Facility.

Contractual Commitments

We enter into contractual obligations in the normal course of business.

Our contractual commitments primarily consist of operating lease commitments for our office lease rentals and a commitment for future launch services.

For additional information, refer to Note 16, “Commitments and Contingencies”.

Except as already disclosed in Note 16, “Commitments and Contingencies”, there has been no material change in our contractual commitments other than in the ordinary course of business since our fiscal year ended December 31, 2024.

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

During the year ended December 31, 2025, we used the Credit Facility to draw down $64.5 million and repay our outstanding Term Loan commitment.

The withdrawn funds were repaid the same day to the Credit Facility.

2030 Convertible Notes

On November 12, 2025 and November 30, 2025, we issued $435.0 million and $25.0 million, respectively, in aggregate principal amount of 0.75% Convertible Senior Notes due 2030 (the “2030 Convertible Notes”), which will mature on November 15, 2030, unless earlier repurchased, redeemed or converted.

The initial conversion rate is 32.2799 shares of Class A common stock per $1,000 principal amount of 2030 Convertible Notes, which represents an initial conversion price of approximately $30.98 per share of Class A common stock.

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

Debt discount and issuance costs related to the 2030 Convertible Notes totaled $11.7 million for the period ended March 31, 2026 and are amortized to interest expense, included within other income (expense), net on our condensed consolidated statements of operations over the contractual term of the notes.

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

The 2030 Convertible Notes 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.

Interest expense associated with the 2030 Convertible Notes was $0.9 million for the three months ended March 31, 2026.

Capped Call Transactions

In connection with the pricing of the 2030 Convertible Notes, we 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, we 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 our Class A common stock upon any conversion of the 2030 Convertible Notes and/or offset any potential cash payments we are 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 are separate transactions we have entered into and are not part of the terms of the 2030 Convertible Notes and will not change any Noteholders’ rights under the 2030 Convertible Notes .

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 Transaction

On November 6, 2025, in connection with the pricing of the 2030 Convertible Notes , we entered into a prepaid forward stock purchase transaction (the “Prepaid Forward Transaction”) with one of the initial purchasers or its affiliates (the “Forward Counterparty”) of the 2030 Convertible Notes .

Pursuant to the Prepaid Forward Transaction, we used approximately $131.1 million of the net proceeds from the offering of the 2030 Convertible Notes to fund the Prepaid Forward Transaction.

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

If we pay a cash dividend on our Class A common stock, then the Forward Counterparty is required to pay an equivalent amount to us.

The maturity date for the Prepaid Forward Transaction is scheduled to be the maturity date of the 2030 Convertible Notes , subject to early settlement.

Upon settlement of the Prepaid Forward Transaction, at maturity or upon any early settlement, the Forward Counterparty will deliver to us the number of shares of Class A common stock underlying the Prepaid Forward Transaction 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 not outstanding for purposes of the calculation of basic and diluted earnings per share.

The Prepaid Forward Transaction is a separate transaction we entered into and is not a part of the terms of the 2030 Convertible Notes and will not change any Noteholders’ rights under the 2030 Convertible Notes .

We mitigate this risk by limiting our counterparty to a major financial institution.

During the three months ended March 31, 2026, 343,200 shares were physically delivered to us, and are considered treasury stock.

These shares are not included in the weighted-average shares outstanding calculation because they are considered shares issued but not outstanding.

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

Treasury Stock Repurchase

On November 12, 2025, we used approximately $27.7 million of the net proceeds of the offering of the 2030 Convertible Notes to repurchase 1,162,477 shares of Class A common stock.

The purchase price of the treasury stock is $23.83 per share.

Treasury stock repurchases are not included in the weighted-average shares outstanding calculation because they are considered shares issued but not outstanding.

Starlab Credit Facility

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

The percentage of the 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 a NASA contract.

Borrowings under the Starlab Credit Facility bear interest based on the Secured Overnight Financing Rate (“SOFR”) rate plus basis points ranging depending on total liquidity.

In addition, we are 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.

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

See Part I, Item 1, “Notes to Condensed Consolidated Financial Statements— Note 9.

Debt”, for additional information.

Off-Balance Sheet Arrangements

As of March 31, 2026, we had no material off-balance sheet arrangements that have or are reasonably likely to have a current or future material effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources.

Critical Accounting Policies and Estimates

There were no material changes to our critical accounting policies, estimates or judgments, that occurred in the period covered by this report from those discussed in our Prospectus.

There were no material changes to our critical accounting policies, estimates or judgments, that occurred in the period covered by this Quarterly Report from those discussed in our Form 10-K.

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 2. Management’s Discussion and Analysis