What changed in this filing

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Item 2. Management’s Discussion and Analysis

2026-08-04 compared with 2026-05-05 · 200 added, 103 removed, 433 unchanged (41% of the section changed)

9 unchanged sentences

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, Zin Technologies, ExoTerra, Estes and more.

We have grown both organically and through acquisitions, including Nanoracks, Valley Tech Systems, Space Micro, Zin Technologies, ExoTerra, Estes and most recently, Astrobotic in July 2026.

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 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.

Since 2019 to the period ended June 30, 2026, we have executed and successfully vertically and horizontally integrated twelve acquisitions, with revenue of $52.7 million and $88.0 million for the three and six months ended June 30, 2026, respectively.

In addition, we received cash proceeds from NASA grants of $3.8 million and $27.8 million during the three and six months ended June 30, 2026, respectively and $211.0 million cash proceeds to date.

We have $6.5 million of eligible proceeds remaining as of June 30, 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.

25 unchanged sentences

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

Unfunded backlog includes contractual value that has yet to be funded, 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 bookings under indefinite delivery/indefinite quantity (“IDIQ”) contracts that has been definitized.

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

6 unchanged sentences

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

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.

Total backlog as of June 30, 2026 was $335.5 million, of which $189.0 million was funded.

We expect to convert 62.1% of the total $189.0 million of funded backlog as of June 30, 2026 into revenue in the remaining periods of 2026.

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

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

As of June 30, 2026, 87.7% 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.

54 unchanged sentences

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.

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

Segment Reporting” elsewhere in this Quarterly Report.

10 unchanged sentences

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

(dollars in thousands) Three Months Ended Six Months Ended

Net sales by contract type June 30, 2026 June 30, 2025 June 30, 2026 June 30, 2025

Cost-plus fee and time and materials $ 21,482 $ 27,709 $ 38,416 $ 48,144

2 unchanged sentences

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

(dollars in thousands) Three Months Ended Six Months Ended

Net sales by customer June 30, 2026 June 30, 2025 June 30, 2026 June 30, 2025

Government $ 49,148 $ 42,070 $ 78,863 $ 70,956

17 unchanged sentences

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

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

For the three and six months ended June 30, 2026, gross research and development costs were $10.6 million and $23.7 million, respectively.

For the three and six months ended June 30, 2025, gross research and development costs were $2.8 million and $8.8 million, respectively.

Government Grants

6 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 June 2026.

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

All milestone payments have now been earned as of June 30, 2026.

As of June 30, 2026, we have cumulatively earned $211.0 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.

1 unchanged sentence

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 for the three months ended March 31, 2026 and 2025:

Three Months Ended

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

The following table sets forth the government grant assistance offset against research and development and construction in progress for the three and six months ended June 30, 2026 and 2025:

Three Months Ended Six Months Ended

(dollars in thousands) June 30, 2026 June 30, 2025 June 30, 2026 June 30, 2025

Government grant assistance offset against research and development $ 3,305 $ 2,250 $ 8,895 $ 4,250

13 unchanged sentences

Three Months Ended Change

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

(dollars in thousands) June 30, 2026 June 30, 2025 Year over Year %

Net sales $ 52,746 $ 45,674 $ 7,072 15.5 %

Cost of sales 48,289 37,464 10,825 28.9 %

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

Gross profit 4,457 8,210 (3,753) (45.7) %

Operating expenses:

4 unchanged sentences

Other income (expense):

Loss on debt extinguishment — (7,804) 7,804 *

Finance and interest expense, net (1,905) (2,523) 618 (24.5) %

1 unchanged sentence

Loss before income taxes (50,941) (32,984) (17,957) 54.4 %

Income tax (benefit) expense (2,195) 81 (2,276) *

Net loss (48,746) (33,065) (15,681) 47.4 %

Net loss attributable to noncontrolling interests (2,256) (1,683) (573) 34.0 %

Net loss attributable to Voyager Technologies, Inc.

$ (46,490) $ (31,382) $ (15,108) 48.1 %

__________________

* % Change not meaningful;

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

Six Months Ended Change

(dollars in thousands) June 30, 2026 June 30, 2025 Year over Year %

Net sales $ 87,992 $ 80,181 $ 7,811 9.7 %

Cost of sales 85,081 66,386 18,695 28.2 %

Gross profit 2,911 13,795 (10,884) (78.9) %

Operating expenses:

Selling, general, and administrative 75,029 56,527 18,502 32.7 %

Research and development 14,847 4,542 10,305 *

Amortization of acquired intangibles 9,090 3,152 5,938 188.4 %

Loss from operations $ (96,055) $ (50,426) $ (45,629) 90.5 %

Other income (expense):

Loss on debt extinguishment — (7,804) 7,804 *

Finance and interest expense, net (4,019) (5,252) 1,233 (23.5) %

Other income, net 6,415 2,617 3,798 145.1 %

Loss before income taxes (93,659) (60,865) (32,794) 53.9 %

Income tax expense 1,031 129 902 *

7 unchanged sentences

Three Months Ended Change

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

(dollars in thousands) June 30, 2026 June 30, 2025 Year over Year %

Net sales $ 52,746 $ 45,674 $ 7,072 15.5 %

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.

The increase in net sales for the three months ended June 30, 2026, compared to the three months ended June 30, 2025 was primarily related to an increase in U.S.

sales of $8.6 million and partially offset by a decrease in sales in the international market.

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

Six Months Ended Change

(dollars in thousands) June 30, 2026 June 30, 2025 Year over Year %

Net sales $ 87,992 $ 80,181 $ 7,811 9.7 %

The increase in net sales for the six months ended June 30, 2026, compared to the six months ended June 30, 2025 was primarily related to an increase in U.S.

sales of $10.4 million and partially offset by a decrease 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

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

(dollars in thousands) June 30, 2026 June 30, 2025 Year over Year %

Cost of sales $ 48,289 $ 37,464 $ 10,825 28.9 %

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.

The increase in costs of sales was primarily due to the increase in total net sales volumes, primarily driven by an increase in U.S.

sales volume of $8.6 million and program mix for the three months ended June 30, 2026, compared to the three months ended June 30, 2025.

Six Months Ended Change

(dollars in thousands) June 30, 2026 June 30, 2025 Year over Year %

Cost of sales $ 85,081 $ 66,386 $ 18,695 28.2 %

The increase in costs of sales was primarily due to the increase in total net sales volumes, primarily related to an increase in U.S.

sales of $10.4 million and program input costs associated with firm fixed price programs, which experienced an increase in aggregate of $6.4 million more for the six months ended June 30, 2026, compared to the six months ended June 30, 2025.

Selling, general, and administrative

Three Months Ended Change

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

(dollars in thousands) June 30, 2026 June 30, 2025 Year over Year %

Selling, general, and administrative $ 43,672 $ 30,241 $ 13,431 44.4 %

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.

The increase in selling, general, and administrative costs was primarily due to the increase in corporate expenses and expenses related to headcount growth of $10.5 million due to our expansion and oversight functions for the three months ended June 30, 2026, as compared to the three months ended June 30, 2025.

Six Months Ended Change

(dollars in thousands) June 30, 2026 June 30, 2025 Year over Year %

Selling, general, and administrative $ 75,029 $ 56,527 $ 18,502 32.7 %

The increase in selling, general, and administrative costs was primarily due to the increase in corporate expenses related to headcount growth, oversight functions, and acquisitions of $18.8 million for six months ended June 30, 2026, as compared to the six months ended June 30, 2025.

Research and development

Three Months Ended Change

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

(dollars in thousands) June 30, 2026 June 30, 2025 Year over Year %

Research and development $ 7,336 $ 502 $ 6,834 *

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.

The increase in research and development was primarily due to the increase in Starlab research and development efforts of $4.3 million, along with $2.3 million in combined efforts primarily related to strategic systems research and development during the three months ended June 30, 2026, as compared to the three months ended June 30, 2025.

Six Months Ended Change

(dollars in thousands) June 30, 2026 June 30, 2025 Year over Year %

Research and development $ 14,847 $ 4,542 $ 10,305 *

The increase in research and development was primarily due to the increase in Starlab research and development efforts of $5.9 million, along with $4.7 million in combined efforts primarily related to strategic

systems research and development for the six months ended June 30, 2026, as compared to the six months ended June 30, 2025.

Amortization of acquired intangibles

Three Months Ended Change

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

(dollars in thousands) June 30, 2026 June 30, 2025 Year over Year %

Amortization of acquired intangibles $ 4,857 $ 1,604 $ 3,253 *

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.

The increase in amortization of acquired intangibles during the three months ended June 30, 2026 was primarily driven by additional acquired intangibles related to business acquisitions in 2025 incurring a full amortization period for the three months ended June 30, 2026.

Six Months Ended Change

(dollars in thousands) June 30, 2026 June 30, 2025 Year over Year %

Amortization of acquired intangibles $ 9,090 $ 3,152 $ 5,938 188.4 %

The increase in amortization of acquired intangibles during the six months ended June 30, 2026 was primarily driven by additional acquired intangibles related to business acquisitions in 2025 incurring a full amortization period for the six months ended June 30, 2026 contributing to an additional amortization of $4.8 million.

Loss on debt extinguishment

Three Months Ended Change

(dollars in thousands) June 30, 2026 June 30, 2025 Year over Year %

Loss on debt extinguishment $ — $ (7,804) $ 7,804 *

The $7.8 million loss on debt extinguishment during the three months ended June 30, 2025 was driven by the extinguishment of our Term Loan and Convertible Debt, as compared to no activity during the three months ended June 30, 2026.

Six Months Ended Change

(dollars in thousands) June 30, 2026 June 30, 2025 Year over Year %

Loss on debt extinguishment $ — $ (7,804) $ 7,804 *

The $7.8 million loss on debt extinguishment during the six months ended June 30, 2025 was driven by the extinguishment of our Term Loan and Convertible Debt, as compared to no activity during the six months ended June 30, 2026.

Finance and interest expense, net

Three Months Ended Change

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

(dollars in thousands) June 30, 2026 June 30, 2025 Year over Year %

Finance and interest expense, net $ (1,905) $ (2,523) $ 618 (24.5) %

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.

The decrease in finance and interest expense, net was driven primarily by lower interest expenses associated with our Term Loan extinguishment during the three months ended June 30, 2025, which did not incur interest during the three months ended June 30, 2026.

Six Months Ended Change

(dollars in thousands) June 30, 2026 June 30, 2025 Year over Year %

Finance and interest expense, net $ (4,019) $ (5,252) $ 1,233 (23.5) %

Other income, net

Three Months Ended Change

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

(dollars in thousands) June 30, 2026 June 30, 2025 Year over Year %

Other income, net $ 2,372 $ 1,480 $ 892 60.3 %

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

The increase in other income, net was associated with increased interest income associated with increased cash holdings during the three months ended June 30, 2026, as compared to the three months ended June 30, 2025.

Six Months Ended Change

(dollars in thousands) June 30, 2026 June 30, 2025 Year over Year %

Other income, net $ 6,415 $ 2,617 $ 3,798 145.1 %

The increase in other income, net was associated with increased interest income of $3.1 million associated with increased cash holdings during the six months ended June 30, 2026, as compared to the six months ended June 30, 2025.

Income tax (benefit) expense

Three Months Ended Change

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

(dollars in thousands) June 30, 2026 June 30, 2025 Year over Year %

Income tax (benefit) expense $ (2,195) $ 81 $ (2,276) *

The change in income tax (benefit) expense during the three months ended June 30, 2026 was associated with a decrease in deferred tax liabilities, as compared to the three months ended June 30, 2025.

Six Months Ended Change

(dollars in thousands) June 30, 2026 June 30, 2025 Year over Year %

Income tax expense $ 1,031 $ 129 $ 902 *

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.

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 six months ended June 30, 2026, as compared to the six months ended June 30, 2025.

Results by Segment

5 unchanged sentences

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

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

Three Months Ended Six Months Ended

(dollars in thousands) June 30, 2026 June 30, 2025 June 30, 2026 June 30, 2025

Defense and Space Technologies $ 53,211 $ 46,064 $ 89,337 $ 81,537

10 unchanged sentences

Defense and Space Technologies

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

The following tables provide 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 %

(dollars in thousands) June 30, 2026 June 30, 2025 Year over Year %

Net sales $ 53,211 $ 46,064 $ 7,147 15.5 %

1 unchanged sentence

Adjusted EBITDA margin percentage (18.8) % 1.1 %

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.

The increase in net sales during the three months ended June 30, 2026 was driven primarily by an increase of $7.1 million in U.S.

government net sales as compared to the three months ended June 30, 2025.

The decrease in Adjusted EBITDA during the three months ended June 30, 2026 was driven by increases in segment research and development expenses related to increased investment in product development, selling expenses, and program cost growth of $18.7 million compared to the three months ended June 30, 2025, offset partially by the increase in net sales of $7.1 million.

Six Months Ended Change

June 30, 2026 June 30, 2025 Year over Year %

Net sales $ 89,337 $ 81,537 $ 7,800 9.6 %

Adjusted EBITDA $ (20,970) $ (568) $ (20,402) *

Adjusted EBITDA margin percentage (23.5) % (0.7) %

The increase in net sales during the six months ended June 30, 2026 was driven primarily by a $7.9 million increase in U.S.

government net sales as compared to the six months ended June 30, 2025.

The decrease in Adjusted EBITDA during the six months ended June 30, 2026 was driven by increases in segment research and development expenses related to increased investment in product development, selling expenses, and program cost growth of $29.9 million compared to the six months ended June 30, 2025, offset partially by the increase in net sales of $7.8 million.

Starlab Space Stations

1 unchanged sentence

Three Months Ended Change

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

(dollars in thousands) June 30, 2026 June 30, 2025 Year over Year %

Net sales $ — $ — $ — *

1 unchanged sentence

Adjusted EBITDA margin percentage * *

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.

The decrease in Adjusted EBITDA during the three months ended June 30, 2026 was driven primarily by the $4.3 million increase in Starlab's research and development expenses due primarily to an increase in non-cash related research and development efforts of $1.8 million during the three months ended June 30, 2026, as compared to the three months ended June 30, 2025.

Six Months Ended Change

(dollars in thousands) June 30, 2026 June 30, 2025 Year over Year %

Net sales $ — $ — $ — *

Adjusted EBITDA $ (12,044) $ (4,783) $ (7,261) 151.8 %

Adjusted EBITDA margin percentage * *

The decrease in Adjusted EBITDA during the six months ended June 30, 2026 was driven primarily by the $5.9 million increase in Starlab's research and development expenses due primarily to an increase in non-cash related research and development efforts of $2.6 million for the six months ended June 30, 2026, as compared to the six months ended June 30, 2025.

Intersegment Eliminations

As a result of the segment change effective for the first quarter of fiscal 2026, intersegment eliminations for comparative periods have been recast.

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

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.

Intersegment eliminations increased to $0.5 million for the three months ended June 30, 2026, compared to $0.4 million for the three months ended June 30, 2025.

This change in intersegment eliminations was primarily related to an increase in Starlab driven programs.

Intersegment eliminations decreased to $1.3 million for the six months ended June 30, 2026, as compared to $1.4 million for the six months ended June 30, 2025.

This change 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) March 31, 2026 December 31, 2025

(dollars in thousands) June 30, 2026 December 31, 2025

Funded backlog (1)

9 unchanged sentences

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

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

As of June 30, 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 Six Months Ended

(dollars in thousands, except per share amounts) June 30, 2026 June 30, 2025 June 30, 2026 June 30, 2025

Net sales $ 52,746 $ 45,674 $ 87,992 $ 80,181

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

Gross profit $ 4,457 $ 8,210 $ 2,911 $ 13,795

Net loss attributable to Voyager Technologies, Inc.

26 unchanged sentences

(the most comparable GAAP measure) is shown below:

Three Months Ended

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

Three Months Ended Six Months Ended

(dollars in thousands) June 30, 2026 June 30, 2025 June 30, 2026 June 30, 2025

Net loss attributable to Voyager Technologies, Inc.

2 unchanged sentences

Depreciation and amortization 7,170 2,708 13,203 5,310

Income tax expense 3,226 48

Income tax (benefit) expense (2,195) 81 1,031 129

EBITDA (39,610) (26,070) (72,220) (47,629)

1 unchanged sentence

Business acquisition costs (1)

2,008 284 2,419 440

Restructuring (2)

966 529 1,710 947

Net loss attributable to noncontrolling interests (2,256) (1,683) (4,217) (2,674)

Interest income (3,279) (2,428) (7,098) (3,513)

909 8,755 684 8,737

Adjusted EBITDA $ (37,500) $ (9,066) $ (70,831) $ (30,422)

5 unchanged sentences

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 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 (benefit) 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

Three Months Ended Six Months Ended

(dollars in thousands, except per share data) June 30, 2026 June 30, 2025 June 30, 2026 June 30, 2025

Net loss attributed to common shareholders $ (46,490) $ (36,640) $ (90,473) $ (69,579)

Stock-based compensation

3,762 11,547 7,891 13,270

Business acquisition costs (1)

2,008 284 2,419 440

Restructuring (2)

Deferred income tax expense 3,163 (2)

966 529 1,710 947

Deferred income tax (benefit) expense (2,179) 30 985 28

909 8,755 684 8,737

Adjusted net loss attributable to common shareholders $ (41,024) $ (15,495) $ (76,784) $ (46,157)

14 unchanged sentences

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

Three Months Ended Six Months Ended

(dollars in thousands) June 30, 2026 June 30, 2025 June 30, 2026 June 30, 2025

Net cash used in operating activities $ (44,315) $ (16,549) $ (84,027) $ (30,903)

3 unchanged sentences

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

Three Months Ended Six Months Ended

(dollars in thousands) June 30, 2026 June 30, 2025 June 30, 2026 June 30, 2025

Total Voyager capital expenditures $ 35,536 $ 30,894 $ 86,652 $ 57,865

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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 months ended March 31, 2026 and March 31, 2025:

Three Months Ended

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

The table below sets forth the components of our innovation spend and innovation spend excluding Starlab for the six months ended June 30, 2026 and June 30, 2025:

Three Months Ended Six Months Ended

(dollars in thousands) June 30, 2026 June 30, 2025 June 30, 2026 June 30, 2025

Qualified research and development under section 174 $ 32,939 $ 32,658 $ 77,979 $ 66,257

Development program innovation spend (1)

20,866 5,989 29,184 11,502

Innovation spend 53,805 38,647 107,163 77,759

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Liquidity and Capital Resources

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.

As of June 30, 2026, we had cash and cash equivalents of approximately $373.4 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.

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.

As of June 30, 2026, we also had $212.1 million in available revolver capacity, which brings our available liquidity to approximately $585.5 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 (as defined below).

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.

Targeted external growth opportunities would be funded primarily with a mix of equity, cash, and debt.

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.

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

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.

Since inception, we have incurred cumulative losses from operations and had an accumulated deficit of $476.4 million as of June 30, 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.

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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 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.

As of June 30, 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.

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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:

Three Months Ended Change

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

Six Months Ended Change

(dollars in thousands) June 30, 2026 June 30, 2025 Year over Year

Net cash used in operating activities $ (84,027) $ (30,903) $ (53,124)

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We efficiently fund our working capital requirements with financing activities.

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.

The increase in cash used in operating activities for the six months ended June 30, 2026, as compared to the six months ended June 30, 2025, was driven by the increase in net loss year over year of $33.7 million, along with the decrease in working capital changes of $13.1 million.

Investing Activities

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.

The primary driver for the increase in cash used in investing activities for the six months ended June 30, 2026, as compared to the six months ended June 30, 2025, was the increase in cash used to purchase property and equipment of $28.8 million and a reduction of grants to offset purchases of $7.2 million.

Starlab capital investment accounted for $8.1 million of the increase in cash used for purchases of property and equipment, net of grants, with the remaining utilized for increasing manufacturing capacity.

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

Financing Activities

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.

The decrease of cash generated in financing activities for the six months ended June 30, 2026, as compared to the six months ended June 30, 2025, was driven by proceeds from our cash raised during the six months ended June 30, 2025 of $409.4 million from our IPO proceeds along with $161.9 million raised in our issuance of common stock and preferred stock prior to IPO.

This decrease was slightly offset by the $37.6 million payments on preferred shares and a $64.4 million repayment of the Term Loan during the six months ended June 30, 2025.

Noncontrolling interest sale increased of $13.0 million during the six months ended June 30, 2026, and stock option exercise inflows of $8.4 million also partially offset the decrease in financing inflows.

Outstanding Indebtedness

The following table summarizes our long-term debt:

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

(dollars in thousands) June 30, 2026 December 31, 2025

2030 Convertible Notes $ 460,000 $ 460,000

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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.

On May 30, 2025, we entered into a new senior secured revolving credit facility with a syndicate of lenders, led by JP Morgan Chase Bank, N.A., providing for aggregate commitments of $200.0 million.

On July 6, 2026, we entered into a Fourth Amendment (the " Fourth Amendment") to such senior secured revolving credit facility (as amended, the "Credit Facility").

The Fourth Amendment amended the Credit Facility to, among other things, (i) increase the aggregate amount of the commitments by $50.0 million to $250.0 million and (ii) provide for certain changes to the covenants and other provisions contained therein.

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.

The Credit Facility has an initial maturity of four years from the original 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 $400.0 million.

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

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

As of June 30, 2026, the Company h ad no drawn amounts on the Credit Facility.

2030 Convertible Notes

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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.

As of June 30, 2026, the principal outstanding is $460.0 million.

Unamortized debt discount and issuance costs related to the 2030 Convertible Notes totaled $11.1 million as of June 30, 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 six months ended June 30, 2026, there was $1.3 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.

Interest expense associated with the 2030 Convertible Notes was $1.7 million for the six months ended June 30, 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.

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 .

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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.

During the three months ended June 30, 2026, 111,500 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.

As of June 30, 2026, 454,700 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.

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.

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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 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.

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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.

As of June 30, 2026, we had no drawn amounts on the Starlab Credit Facility.

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

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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.

As of June 30, 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

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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