York Space Systems Inc. 10-K

Item 9A. Controls and Procedures Disclosure Controls and Procedures As required by Rule 13a-15(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), our management, with the participation of our Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”), evaluated the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rule 13a-15(e) under the Exchange Act) as of the end of the period covered by this Annual Report on Form 10-K. Based on this evaluation, our CEO and CFO concluded that, as of December 31, 2025, our disclosure controls and procedures were not effective due to the remaining material weakness in internal control over financial reporting described below. Management’s Annual Report on Internal Control Over Financial Reporting This Annual Report on Form 10-K does not include a report of management’s assessment regarding internal controls over financial reporting or an attestation report of our independent registered public accounting firm due to a transition period established by the rules of the SEC for newly public companies. In addition, because we are an “emerging growth company” under the JOBS Act, our independent registered public accounting firm will not be required to attest to the effectiveness of our internal control over financial reporting for so long as we are an emerging growth company. Previously Identified Material Weaknesses in Internal Control Over Financial Reporting A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of a company’s annual or interim financial statements will not be prevented or detected on a timely basis. As previously disclosed, our management previously identified material weaknesses in our internal control over financial reporting relating to: • identifying the correct measure of progress related to our over-time revenue recognition; • maintaining effective controls to sufficiently review the completeness and accuracy of the annual tax provision; • classification of preferred units on the balance sheet and the related required recognition of dividends associated with the redeemable preferred units; and • reclassification of direct and indirect costs associated with production from selling, general and administrative to cost of goods sold. Management developed a remediation plan for the implementation of appropriate remedial measures to address these previously identified material weaknesses. In connection with the preparation of this Annual Report on Form 10-K, management concluded that the previously identified material weaknesses related to (i) maintaining effective controls to sufficiently review the completeness and accuracy of the annual tax provision; (ii) the classification of preferred units on the balance sheet and the related required recognition of dividends associated with the redeemable preferred units; and (iii) the reclassification of direct and indirect costs associated with production from selling, general and administrative to cost of goods sold (the “Remediated Material Weaknesses”), have been remediated. However, the remaining previously identified weakness related to identifying the correct measure of progress related to our over-time revenue recognition has not yet been remediated. To remediate the foregoing material weaknesses, including the remaining material weakness, we have performed additional accounting analysis and other procedures, including consulting with third-party subject matter experts, to ensure the proper accounting, financial disclosures and internal controls for the Remediated and unremediated material weaknesses. In addition, we hired a Chief Accounting Officer and will continue to utilize third-party subject matter experts to enhance our 118 Table of Contents internal control processes. In connection with the preparation of this Annual Report on Form 10-K, management has concluded that the actions described above were satisfactorily implemented and have been in place for a sufficient period of time to demonstrate that the Remediated Material Weaknesses, have been remediated. We are in the process of remediating, but have not yet remediated, the material weakness related to identifying the correct measure of progress related to our over-time revenue recognition because the remedial measures implemented with respect thereto have not been in place for a sustained period of time to allow management to test the design and operational effectiveness of the new controls. Until a sustained period of time has passed to allow management to test the design and operational effectiveness of the new controls, we will not be able to conclude whether the steps we are taking will remediate the remaining material weakness in internal control over financial reporting. Changes in Internal Control Over Financial Reporting Except for the remediation efforts relating to the material weaknesses described above, there were no changes in our internal control over financial reporting that occurred during the quarter ended December 31, 2025 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. Item 9B. Other Information None. Item 9C. Disclosure Regarding Foreign Jurisdictions That Prevent Inspections Not applicable. 119 Table of Contents Part III Item 10. Directors, Executive Officers and Corporate Governance Directors and Executive Officers Below is a list of the names, ages, titles, and a brief account of the business experience of the individuals who serve as our executive officers or directors as of February 28, 2026: Name Age Title Dirk Wallinger 47 Chief Executive Officer, President, and Director Kevin Messerle 51 Chief Financial Officer Monica Palko 60 Chief Legal and Administrative Officer Devjyoti Rudra 54 Chief Supply Chain Officer Kirk Konert 38 Chairman of the Board Tyler Letarte 34 Director Tamra Erwin 61 Director Reggie Brothers 66 Director Andrew Boyd 55 Director General (RET) James McConville 66 Director Dirk Wallinger has served as our Chief Executive Officer and President since founding the Company in January 2012 and as our director since the completion of our IPO. Prior to founding the Company, Mr. Wallinger strategized, designed and deployed numerous elements in the space vertical at Orbital Sciences, General Dynamics, Goodrich Corp. and Lockheed Martin (NYSE: LMT). Mr. Wallinger also serves on the Advisory Board of the Colorado Space Business Roundtable, the Advisory Board of the SmallSat Alliance, and as a Mentor for Starburst Aerospace Accelerator. Mr. Wallinger earned a BS, Summa Cum Laude, in Mechanical Engineering from The University of Arizona. Kevin Messerle has served as our Chief Financial Officer since April 2021. Prior to that, Mr. Messerle served as a Senior Investment Manager at Summit Partners from August 2015 to April 2021. Mr. Messerle also previously served as an investment professional at multiple investment firms, and as an Assistant Vice President at GE Capital (NYSE: GE) from June 2003 to June 2006. Mr. Messerle earned a BS in Mechanical Engineering from Penn State University and an MBA from the MIT Sloan School of Management. Monica Palko has served as our Chief Legal and Administrative Officer since August 2021. Prior to that, Ms. Palko served as the Vice President and General Counsel, Space at Lockheed Martin (NYSE: LMT) from April 2018 to September 2020. Ms. Palko also previously served as Deputy Chief Counsel, Platforms & Services at BAE Systems (OTCMKTS: BAESY) from January 2013 to April 2018, as Vice President - Corporate Responsibility at ITT Defense & Information Solutions from March 2010 to January 2012, and as a Trial Attorney at the U.S. Department of Justice from October 1998 to May 2003. Ms. Palko earned a JD from The George Washington University of Law School and a BA in English from Hendrix College. Devjyoti Rudra has served as our Chief Supply Chain Officer since September 2023. Prior to that, Mr. Rudra was a Vice President at AE Industrial Partners from November 2022 to September 2023. Mr. Rudra also previously served as Chief Executive Officer at Sydrogen Energy, a manufacturer of fuel cell components, from July 2021 to May 2022, and as a Managing Director at GE Aviation (NYSE: GE) from April 2015 to July 2021. Mr. Rudra also served in various roles at United Technologies from July 2000 to April 2015. Mr. Rudra earned a BE in Mechanical Engineering from the University of Delhi, an MSE in Aerospace Engineering and an MBA in General Management from The University of Michigan. Kirk Konert has served as our director since the completion of our IPO. Since December 2023, Mr. Konert has been a Managing Partner at AE Industrial Partners. Prior to that, Mr. Konert was a Partner at AE Industrial Partners from October 2019 to December 2023, and a Principal from August 2014 to October 2019. Mr. Konert currently serves on the board of directors of BigBear.ai (NYSE: BBAI), Calca Solutions, Redwire Corporation (NYSE: RDW), Firefly Aerospace Inc. (NASDAQ: FLY), and ThayerMahan. Mr. Konert was a Senior Associate at Sun Capital Partners from July 2011 to July 120 Table of Contents 2014 and was an analyst with Wells Fargo Securities’ Industrial Group from June 2009 to June 2011. Mr. Konert earned a BA in Economics at Davidson College. Tyler Letarte has served as our director since the completion of our IPO. Since December 2023, Mr. Letarte has been a Principal at AE Industrial Partners. Prior to that, Mr. Letarte was a Vice President at AE Industrial Partners from October 2020 to December 2023, a Senior Associate from July 2019 to October 2020, and an Associate from July 2018 to July 2019. Prior to that, Mr. Letarte was an Investment Banking Associate from January 2016 to June 2018 at Moelis & Company, and an Investment Banking Analyst from April 2014 to January 2016. Mr. Letarte was also an Investment Banking Analyst at J.P. Morgan from June 2013 to April 2014. Mr. Letarte earned a BBA in Finance from Villanova University. Tamra Erwin has served as our director since the completion of our IPO. Ms. Erwin has been a member of the boards of directors of Xerox Holding Corporation (NASDAQ: XRX) since April 2024, Skylo Technologies since March 2024, F5, Inc. (NASDAQ: FFIV) since October 2023, and Deere & Company (NYSE: DE) since April 2020. Additionally, Ms. Erwin is also a member of the advisory council of Dublin-based Aptiv (NYSE: APTV), an advisor to the CEO of Cohesity, a Senior Fellow of Mission Possible Partnership, and a Champion of Journey to Lead, a nonprofit that works to advance diversity at the top of the private sector. Between June 2023 and April 2025, Ms. Erwin was an operating partner with UK-based infrastructure investment group Digital Gravity. Prior to that, Ms. Erwin held various positions at Verizon Communications, Inc. (NYSE: VZ), including as Executive Vice President and Chief Executive Officer of Verizon Business from April 2019 to September 2022, Executive Vice President and Chief Operating Officer of Verizon Wireless from August 2016 to March 2019, and Senior Vice President and Group President, Wireline P&L Operations from February 2015 to August 2016. Ms. Erwin completed the Stanford Executive Program in Business Administration and Management at the Stanford University Graduate School of Business and holds a degree in Business from Pacific Union College. Reggie Brothers has served as our director since the completion of our IPO. Dr. Brothers has served as a director of Leonardo DRS, Inc. (NASDAQ: DRS) since January 2023 and member of its Audit Committee, a Principal of MIT Lincoln Laboratory since July 2023 and an Operating Partner of AE Industrial Partners since October of 2022. Previously, Dr. Brothers served as CEO and director of BigBear.ai (NYSE: BBAI) from June 2020 to October 2022, Chief Technology Officer at Peraton Corporation from January 2018 to June 2020, and Principal at The Chertoff Group from January 2017 to January 2018. From April 2014 to February 2017, Dr. Brothers served as the Under Secretary for Science and Technology at the Department of Homeland Security. Dr. Brothers received an undergraduate degree from Tufts University, a Master’s degree from Southern Methodist University and a PhD from Massachusetts Institute of Technology. Andrew Boyd has served as our director since the completion of our IPO. Since March 2025, Mr. Boyd has been an Operating Partner at AE Industrial Partners. Mr. Boyd currently serves as a director and the Chief Executive Officer of REDLattice, Inc. and on the board of directors of Censys, Inc. He also currently holds positions as a CBS News Contributor, a consultant for Faze 2 Strategy, a Senior Advisor for Trellix and a Senior Advisor for Beacon Global Strategies. Mr. Boyd was an Adjunct Professor at John Hopkins University from September 2023 until December 2024. Prior to that, Mr. Boyd spent thirteen years at the U.S. Central Intelligence Agency in various roles, including Director of the Center for Cyber Intelligence from January 2020 to July 2023, Chief of Operations in the Counterterrorism Mission Center from August 2018 to January 2020, and Chief of Station from June 2017 to August 2018. Before that, Mr. Boyd spent over eleven years as a Foreign Service Officer for the U.S. Department of State and five years as an Intelligence Officer for the U.S. Air Force. Mr. Boyd graduated with a B.S. in history from the United States Air Force Academy, and received a Master of Arts in International Relations and Affairs from the Catholic University of America and a Master of Science in Strategic Policy from the National War College. General (RET) James McConville has served as our director since the completion of our IPO. Since September 2023, General McConville has been an Operating Partner at AE Industrial Partners, and has served on the board of Redwire Corporation (NYSE: RDW) since October 2025 and on the board of BETA Technologies, Inc. (NYSE: BETA) since October 2024. From August 2019 through August 2023, General McConville served as the 40th Chief of Staff of the United States Army, leading an organization of 1.2 million personnel, an annual budget of $185 billion and operations in over 140 countries around the globe. He led combat organizations from the platoon to the division level and was the longest serving commander of the famed 101st Airborne Division (AASLT). Additionally, General McConville is a Senior Fellow at the Belfer Center at Harvard University and a member of the Georgia Tech Research Institute External Advisory Council. General McConville earned a BS from the United States Military Academy at West Point and a Master of Science in Aerospace, Aeronautical and Astronautical Engineering from the Georgia Institute of Technology. 121 Table of Contents Family Relationships There are no family relationships between any of our executive officers or directors. Audit Committee We have a separately-designated standing audit committee established in accordance with section 3(a)(58)(A) of the Exchange Act. The audit committee consists of three directors: Tamra Erwin (chair of the committee), Kirk Konert, and Tyler Letarte. Our board of directors has determined that Ms. Erwin satisfies the independence requirements for audit committee members under the listing standards of NYSE and Rule 10A-3 of the Exchange Act. We are relying on the phase-in exemptions provided under Rule 10A-3 of the Exchange Act and the NYSE listing rules for newly-public companies with respect to the composition of our audit committee, which will transition to consist solely of independent directors in accordance with the phase-in provisions of the NYSE listing rules. Tamra Erwin has been determined to be an audit committee “financial expert” as defined under SEC rules. All members of the audit committee are able to read and understand fundamental financial statements, are familiar with finance and accounting practices and principles and are financially literate. Our board of directors has adopted a written charter for the audit committee that satisfies the applicable rules of the SEC and the listing standards of the NYSE. The charter is posted on our Investor Relations website at www.iryorkspacesystems.com on the Corporate Governance Documents page. Compensation Committee We have a compensation committee that consists of three directors: Kirk Konert (chair of the committee), Reggie Brothers and Andrew Boyd. We are relying on the “controlled company” exemption under NYSE rules which exempts us from the requirement that we have a compensation committee composed entirely of independent directors. Our board of directors has adopted a written charter for the compensation committee that satisfies the applicable rules of the SEC and the listing standards of the NYSE. The charter is posted on our Investor Relations website at www.iryorkspacesystems.com on the Corporate Governance Documents page. Nominating and Corporate Governance Committee We have a nominating and corporate governance committee that consists of three directors: Reggie Brothers (chair of the committee), General (RET) James McConville and Tyler Letarte. We are relying on the “controlled company” exemption under NYSE rules which exempts us from the requirement that we have a nominating and corporate governance committee composed entirely of independent directors. Our board of directors has adopted a written charter for the nominating and corporate governance committee that satisfies the applicable rules of the SEC and the listing standards of the NYSE. The charter is posted on our Investor Relations website at www.iryorkspacesystems.com on the Corporate Governance Documents page. Corporate Governance Guidelines Our board of directors has adopted corporate governance guidelines that satisfy the listing standards of the NYSE. The guidelines are posted on our Investor Relations website at www.iryorkspacesystems.com on the Corporate Governance Documents page. Code of Conduct We have adopted a Code of Conduct applicable to all of our directors, employees and officers, including our Chief Executive Officer and senior financial officers. Our Code of Conduct constitutes a “code of ethics,” as defined by Item 406(b) of Regulation S-K and is posted on our Investor Relations website at www.iryorkspacesystems.com on the Corporate Governance Documents page. We intend to disclose future amendments to certain provisions of our Code of Conduct, or waivers of such provisions applicable to any principal executive officer, principal financial officer, principal accounting officer or other persons performing similar functions on our website. 122 Table of Contents Insider Trading Policy We have adopted an Insider Trading Policy that governs the purchase, sale, and/or other disposition of our securities by our directors, officers, employees, and certain other individuals that is reasonably designed to promote compliance with insider trading laws, rules, and regulations, and any listing standards applicable to us. A copy of our Insider Trading Policy is filed as Exhibit 19 to this Annual Report on Form 10-K. Controlled Company Exemption We are a “controlled company” under NYSE rules and qualify for the “controlled company” exemption to the board of directors and committee composition requirements under NYSE rules. Pursuant to this exemption, we are exempt from the requirements that (1) our board of directors be comprised of a majority of independent directors, (2) we have a nominating and corporate governance committee composed entirely of independent directors, and (3) our compensation committee be comprised entirely of independent directors. We intend to utilize these exemptions as long as we remain a controlled company. As a result, our nominating and corporate governance committee and our compensation committee do not consist entirely of independent directors, and in the future, we may not have a majority of independent directors. Accordingly, you may not have the same protections afforded to stockholders of companies that are subject to all of the corporate governance requirements of the NYSE. If at any time we cease to be a “controlled company” under NYSE rules, our board of directors will take all action necessary to comply with such rules within the applicable transition periods, including appointing a majority of independent directors to our board of directors and establishing committees composed entirely of independent directors. Executive Sessions of, and Communications with, Independent Directors Our independent directors will meet in executive session without management or non-independent directors present if circumstances warrant at regularly scheduled meetings and at least once a year. We expect that the independent directors at such executive sessions will designate an independent director to preside over the executive session. Stockholders and other interested parties may make any concerns known to the non-management or independent directors, by writing directly to any such director or the independent directors as a group at our executive offices at 6060 S Willow Drive Greenwood Village, CO 80111, Attention: Corporate Secretary. Each communication should specify which director or directors the communication is addressed to, as well as the general topic of the communication. We will receive the communications and process them before forwarding them to the addressee. We may also refer communications to other departments and generally will not forward a communication that is primarily commercial in nature, relates to an improper or irrelevant topic, or requests general information regarding the Company. Item 11. Executive Compensation We are currently considered an “emerging growth company” within the meaning of the Securities Act for purposes of the SEC’s executive compensation disclosure rules. In accordance with such rules, we are required to provide a Summary Compensation Table and an Outstanding Equity Awards at Fiscal Year End Table, as well as limited narrative disclosures regarding executive compensation for our last completed fiscal year. Further, our reporting obligations extend only to our “named executive officers,” who are the individuals who served as our principal executive officer and our next two other most highly compensated officers, in each case, for our fiscal year ended December 31, 2025. Accordingly, our “Named Executive Officers” are: Name Principal Position Dirk Wallinger Chief Executive Officer Kevin Messerle Chief Financial Officer Devjyoti Rudra Chief Supply Chain Officer 2025 Summary Compensation Table 123 Table of Contents The following table summarizes the compensation awarded to, earned by or paid to our Named Executive Officers for the fiscal years ended December 31, 2025 and 2024. Name and Principal Position Year Salary ($) Non-Equity Incentive Plan Compensation ($) (2) All Other Compensation ($) (3) Total ($) Dirk Wallinger (Chief Executive Officer) 2025 500,000 (1) — 54 500,054 2024 500,000 (1) — 54 500,054 Kevin Messerle (Chief Financial Offer) 2025 374,462 262,177 4,672 641,311 2024 361,804 242,513 16,152 620,469 Devjyoti Rudra (Chief Supply Chain Officer) 2025 369,087 121,246 79,435 (4) 569,768 2024 356,606 136,500 72,974 (4) 566,080 (1) Amounts reported for Mr. Wallinger in 2024 were earned in his capacity as an independent contractor and represent fees paid to him in such capacity. Mr. Wallinger transitioned to an employee of the Company on September 1, 2025. Amounts reported in this column for fiscal year 2025 represent $333,000 received in Mr. Wallinger’s capacity as an independent contractor and $167,000 received in his capacity as an employee of the Company. (2) The amounts reported in the “Non-Equity Incentive Plan Compensation” column represent annual cash incentive awards earned by our Named Executive Officers during the applicable fiscal year. (3) The amounts reported in the “All Other Compensation” column represent $54 paid by the Company for general life insurance premiums for each of our Named Executive Officers and Company contributions to our 401(k) plan on behalf of Messrs. Messerle and Rudra in the amount of $16,098 and $8,728, respectively for 2024 and $4,618 and $11,292, for 2025, respectively. (4) Amounts for Mr. Rudra also include a $3,000 per month allowance to cover meal, airfare and rental car expenses in 2024 and 2025 and $28,192 and $32,088 annual value of Company-provided corporate housing in 2024 and 2025, respectively, provided to Mr. Rudra while he was living and working from the Company’s Greenwood Village, Colorado office location. Outstanding Equity Awards at 2025 Fiscal Year-End The following table reflects information regarding outstanding equity-based awards held by our Named Executive Officers as of December 31, 2025. Stock Awards Name Grant Date Equity Incentive Plan Awards; Number of unearned shares, units or other rights that have not vested (#) (1) Equity Incentive Plan Awards: Market or payout value of unearned shares, units or other rights that have not yet vested ($) (3) Dirk Wallinger May 31, 2023 13,376,060 39,994,419 Kevin Messerle May 31, 2023 8,917,373 (2) 26,662,945 Devjyoti Rudra October 30, 2023 6,242,161 18,664,061 (1) The Incentive Units (as defined below) granted to our Named Executive Officers had a participation threshold of $1.00 per Incentive Unit and were subject to vesting based on continued service by our Named Executive Officers through each applicable vesting date. As of December 31, 2025, all of the Incentive Units were unvested. The Incentive Units were subject to vesting in three tranches (40% are Tranche I Units, 40% are Tranche II Units and 20% are Tranche III Units), with each tranche subject to performance-based vesting or time- and performance-based vesting criteria. In connection with our IPO, the Incentive Units were among the classes of units converted into 124 Table of Contents shares of our common stock. In connection with the IPO, 358,744 shares of common stock and 358,744 shares of restricted stock were distributed to Mr. Wallinger in respect of his 13,376,060 unvested Incentive Units, 239,162 shares of common stock and 239,162 shares of restricted stock were distributed to Mr. Messerle in respect of his 8,917,373 unvested Incentive Units and, 167,414 shares of common stock and 167,414 shares of restricted stock were distributed to Mr. Rudra in respect of his 6,242,161 unvested Incentive Units. Please see the section entitled “Equity Incentive Compensation—Vesting of Incentive Units” below for more details regarding the Incentive Units provided to our Named Executive Officers. (2) Pursuant to an Assignment and Assumption Agreement, dated as of April 23, 2024, Mr. Messerle contributed his Incentive Units to the Messerle Joint Trust. (3) Because there was no public market for our equity as of December 31, 2025, the market value of our Incentive Units as of that date was determined based on a fair value valuation report of our equity conducted by an independent financial advisor using a combination of valuation models. The fair value methodology used to value our Incentive Units incorporates various assumptions. Based on the information in the valuation, we determined that the market value of our Incentive Units as of December 31, 2025 was $2.99 per unit. Narrative Disclosure to Summary Compensation Table Employment Agreements Wallinger Arrangement Dirk Wallinger has served as the Company’s Chief Executive Officer since its founding in January 2012. Mr. Wallinger was engaged as an independent contractor for fiscal year 2024 and until September 1, 2025, when he transitioned to an employee. He does not have an active employment agreement, offer letter or service contract with us. Messerle Employment Arrangement On March 21, 2021, Kevin Messerle entered into an employment arrangement with a wholly owned subsidiary of the Company, which was amended as of September 3, 2021 (as amended, the “Messerle Arrangement”). The Messerle Arrangement has an effective date of April 19, 2021, and provides that Mr. Messerle will serve as the Chief Financial Officer of the Company for an indefinite term. The Messerle Arrangement provides for an annual base salary of $275,000 (currently $425,000), eligibility for Mr. Messerle to earn an annual incentive bonus up to 75% of his base salary, a lump sum relocation bonus in the amount of $15,000, and eligibility to participate in the Company’s employee benefit plans. Compensation provided to Mr. Messerle is subject to clawback under the Company’s policy. The terms of the Messerle Arrangement require that he enter into a Non-Competition And Non-Solicitation Agreement and Employee Intellectual Property Rights and Non-Disclosure Agreement, which collectively provide for the following restrictive covenants: (i) noncompetition and nonsolicitation of our employees and customers during the term of employment and for 12 months thereafter, (ii) noninterference with our business, (iii) assignment of intellectual property, and (iv) perpetual confidentiality and nondisclosure. Please see the section entitled “—Additional Narrative Disclosure—Potential Payments Upon Termination or Change in Control” for more details regarding the severance benefits provided to Mr. Messerle under the Messerle Arrangement. Rudra Employment Arrangement On August 2, 2023, Devjyoti Rudra entered into an employment arrangement with a wholly owned subsidiary of the Company, which includes an addendum of the same date (inclusive of the addendum, the “Rudra Arrangement”). The Rudra Arrangement has an effective date of September 5, 2023, and provides that Mr. Rudra will serve as the Chief Supply Chain Officer of the Company for an indefinite term. The Rudra Arrangement provides for an annual base salary of $341,250 (currently $375,000), eligibility for Mr. Rudra to earn an annual incentive bonus up to 40% of his base salary, and eligibility to participate in the Company’s employee benefit plans. Compensation provided to Mr. Rudra is subject to clawback under the Company’s policy. The terms of the Rudra Arrangement require that he enter into a Non-Competition And Non-Solicitation Agreement and Employee Intellectual Property Rights and Non-Disclosure Agreement, which collectively provide the following restrictive covenants: (i) noncompetition and nonsolicitation of our employees and customers during the term of employment and for 12 months thereafter, (ii) noninterference with our business, (iii) assignment of intellectual property, and (iv) perpetual confidentiality and nondisclosure. 125 Table of Contents Please see the section entitled “—Additional Narrative Disclosure—Potential Payments Upon Termination or Change in Control” for more details regarding the severance benefits provided to Mr. Rudra under the Rudra Arrangement. Base Salary The base salaries of Messrs. Messerle and Rudra are set forth in their respective employment arrangements and are subject to annual review by our Chief Executive Officer. For fiscal year 2025, Messrs. Wallinger, Messerle and Rudra had the following base salaries, respectively: $500,000, $374,000, and $357,000. Annual Bonus With respect to fiscal year 2025, each of Messrs. Messerle and Rudra were eligible to receive an annual bonus, with the target amount of such bonus set forth in their employment arrangements with us, as described above. For fiscal year 2025, the target bonus amounts, expressed as a percentage of base salary, for each of Messrs. Messerle and Rudra were as follows: 75%, and 40%, respectively. Annual bonuses for fiscal year 2025 for Messrs. Messerle and Rudra were based on the attainment of certain Company goals and objective milestones as determined by our Chief Executive Officer. Mr. Messerle’s performance goals for 2025 related to, among other metrics, financial planning, evaluation and implementation of new software, optimizing Company functions and improvement plans, improvement of cross-functional collaboration, and completion of Company audits. Mr. Rudra’s performance goals for 2025 related to, among other metrics, evaluation and implementation of new software and improvement of cross-function collaboration. Based on the performance metrics established by our Chief Executive Officer and the Company’s fiscal year 2025 performance, we determined that Messrs. Messerle and Rudra achieved 93% and 82%, respectively, of their target goals for fiscal year 2025. Mr. Wallinger did not receive a bonus for fiscal year 2025. Equity Incentive Compensation Incentive Units Each of our Named Executive Officers were granted Class B Units (the “Incentive Units”) in Holdings, which were intended to constitute “profits interests” pursuant to IRS Revenue Procedures 93-27 and 2001-43. Under the Amended and Restated Limited Partnership Agreement of Holdings, dated November 10, 2022 (the “LP Agreement”), holders of Incentive Units were entitled to distributions at such times and in such amounts as determined by the Partnership Board. Each Incentive Unit was subject to a participation threshold set by the Partnership Board at the time of the grant. Vesting of Incentive Units In 2023, consistent with the terms of the LP Agreement, which contains the terms of the York Space Systems Management Equity Plan, the Company granted Incentive Units to each of our Named Executive Officers pursuant to individual Incentive Unit Grant Agreements (the “IUGAs”). Each grant of Incentive Units was comprised of three tranches, which were subject to specific performance-based or time- and performance-based vesting conditions set forth in the IUGAs. Each grant of Incentive Units is split into tranches as follows: 40% of the Incentive Units were designated as Tranche I Units, 40% of the Incentive Units were designated as Tranche II Units and the remaining 20% of the Incentive Units were designated as Tranche III Units. Tranche I Units were subject to vesting only upon achievement of both time- and performance-based vesting as followings: Tranche I Units were subject to time vesting in equal annual installments over five years, subject to the Named Executive Officer’s continued service through such vesting dates, and performance vesting upon achievement of an 8% IRR to AE Industrial Partners occurring on or after the first Liquidity Event (which included our IPO) that results in Investor Inflows. Notwithstanding the foregoing, all Tranche I Units would time-vest upon the consummation of an Exit Sale in connection with which the consideration paid to Holdings or to its unitholders, as the case may be, consists primarily of cash (as determined by the Partnership Board in its sole discretion). Tranche II Units were subject to vesting if, upon the consummation of an Exit Sale, the Investor Inflows through such date were 2.0 times the Investor Outflows through such date, subject to the Named Executive Officer’s continued service through such vesting date. To the extent this performance vesting condition was not satisfied on or prior to an Exit Sale, then the Tranche II Units would immediately expire and be forfeited for no consideration upon the occurrence of the same. 126 Table of Contents Tranche III Units were subject to vesting if, upon the consummation of an Exit Sale, there was a least a 15% IRR to AE Industrial Partners. To the extent this performance vesting condition was not satisfied on or prior to an Exit Sale, then the Tranche III Units would immediately expire and be forfeited for no consideration upon the occurrence of the same. Performance vesting of the Incentive Units was determined on an iterative basis, such that, if a performance vesting would no longer be achieved after taking into account reduced Investor Inflows as a result of Incentive Units performance vesting, the number of Incentive Units that vest would be reduced until such Investor Inflows actually achieve the applicable performance vesting criteria. The signatories to the IUGAs, which include the Named Executive Officers, agreed: (i) not to compete with Holdings or any subsidiaries or to solicit employees and customers of Holdings or its subsidiaries during the term of employment and for a period of two years thereafter, (ii) not to disclose any confidential information of Holdings or its subsidiaries at all times, (iii) assign any Holdings or Holdings subsidiaries’ intellectual property to us, and (iv) not to disparage Holdings or its subsidiaries at all times. Additionally, upon an Exit Sale, each Named Executive Officer may be required to execute customary noncompetition agreements, nonsolicitation agreements and confidentiality agreements; provided that, (i) the stated terms and conditions of such noncompetition agreements and nonsolicitation agreements shall be on substantially the same terms as set forth in any existing agreement between the Named Executive Officer, on the one hand, and Holdings or its subsidiaries, on the other hand, and (ii) such agreements shall survive the occurrence of an Exit Sale for a term not to exceed (x) if the Named Executive Officer’s employment is terminated prior to the occurrence of an Exit Sale, the remaining term of such covenants under an existing agreement or (y) three years. Generally, if a Named Executive Officer ceased to be employed by, or ceased to provide services to, us or one of our subsidiaries for any reason, unvested Incentive Units would terminate for no consideration. Prior to our IPO, Holdings had a repurchase right over any vested Incentive Units, which it could exercise at any time during the 210 day period following a Named Executive Officer’s termination of employment or service at the then current fair market value; provided, however, if a termination of employment or service was due to Cause (as defined in the IUGA) or the Named Executive Officer’s resignation without written consent of the Partnership Board or a restrictive covenant is breached, the Incentive Units would be forfeited without further consideration. This repurchase right was extinguished upon consummation of our IPO. For purposes of the IUGAs with our Named Executive Officers, “Exit Sale” means any transaction or series of transactions pursuant to which (i) any person or group of related persons (other than AE Industrial Partners and their affiliates) in the aggregate acquire(s) (a) equity securities of Holdings possessing the voting power (other than voting rights accruing only in the event of a default or breach) to elect Partnership Board members which, in the aggregate, control a majority of the votes on the Partnership Board (whether by merger, consolidation, reorganization, combination, sale, transfer or exchange of Holdings’ equity securities, securityholder or voting agreement, proxy, power of attorney or otherwise) or (b) all or substantially all of Holdings’ assets determined on a consolidated basis, or (ii) Holdings, any of its equityholders, or any of its subsidiaries acquires securities of a special purpose acquisition company in connection with a transaction (however structured) involving Holdings, any of its subsidiaries, or any of its or their respective assets or equity securities, unless otherwise determined by the Partnership Board in its discretion; provided that, except as otherwise determined by the Partnership Board, a public offering of Holdings or a subsidiary of Holdings shall not constitute an Exit Sale. For purposes of the IUGAs with our Named Executive Officers, “IRR” means the annual interest rate (compounded annually) which, when used as the discount rate to calculate the net present value as of the date thereof of the sum of (a) the aggregate value of all Investor Outflows (including any Investor Outflows made at or following a Liquidity Event), and (b) the aggregate amount of all Investor Inflows, causes such net present value to equal zero. For purposes of the net present value calculation, (x) Investor Outflows will be positive numbers, and (y) Investor Inflows will be negative numbers. For purposes of the IUGAs with our Named Executive Officers, “Investor Inflows” means, without duplication and as determined by the Partnership Board in its sole discretion, as of any date occurring on or after a Liquidity Event, all cash (including cash dividends, cash distributions and cash proceeds, but excluding management fees, transaction-related fees and expense reimbursements) received (on a cumulative basis) by AE Industrial Partners or cash AE Industrial Partners reasonably expects to receive following such determination date, discounted to present value as determined by AE Industrial Partners in its good faith discretion, with respect to or in exchange for equity securities (including securities which are convertible into equity securities) of Holdings (whether such payments are received from Holdings or any third party) from the November 10, 2022, through such determination date. 127 Table of Contents For purposes of the IUGAs with our Named Executive Officers, “Investor Outflows” means, without duplication and as determined by the Partnership Board in its sole discretion, as of any date occurring on or after a Liquidity Event, all payments made by AE Industrial Partners (on a cumulative basis) with respect to or in exchange for equity securities (including securities which are convertible into equity securities) of Holdings (whether such payments are made to Holdings or any third party) from November 10, 2022 until such determination date. For purposes of the IUGAs with our Named Executive Officers, “Liquidity Event” means the occurrence of any of an Exit Sale, a public offering of Holdings or the payment of an extraordinary cash dividend by Holdings in an amount equal to at least 20% of the consolidated equity value of Holdings and its subsidiaries immediately prior to such dividend, as determined by the Partnership Board in its sole discretion. In connection with our IPO, shares of unrestricted common stock were distributed in respect of our Named Executive Officer's vested Incentive Units and shares of restricted stock were distributed in respect of unvested Incentive Units that vest based on the participation threshold of the underlying Incentive Units. Please see "Actions taken in Fiscal Year 2026" below for more information. Other Compensation Elements Pursuant to the Rudra Employment Arrangement, Mr. Rudra receives a monthly allowance of $3,000 to cover meals, airfare, and rental car expenses in connection with his weekly travel between his home location in Connecticut to our Colorado office. Additionally, the Company provides Mr. Rudra with corporate housing to be used while he is working in the Company’s Colorado office location. Additional Narrative Disclosure Perquisites and Benefits We currently provide broad-based health and welfare benefits that are available to our full-time employees, including our Named Executive Officers, including health, vision, and dental insurance. In addition, we currently make available a retirement plan intended to provide benefits under Section 401(k) of the Code, pursuant to which employees (including our Named Executive Officers) may elect to defer a portion of their compensation on a pre-tax basis and have it contributed to the plan. Pre-tax contributions are allocated to each participant’s individual account and are then invested in selected investment alternatives according to the participants’ directions. We make safe harbor matching contributions of 100% of employee’s elective deferrals up to a maximum per participant per calendar year of 4% of the participant’s eligible plan compensation. We are also permitted to make discretionary employment contributions. Safe harbor matching contributions to our 401(k) plan vest immediately and discretionary employer contributions to our 401(k) plan vest annually over a six-year period whereby participants have complete ownership interest in such employer contributions once they have completed six years of service, provided that all contributions will vest upon an employee attaining retirement age of 60. All contributions under our 401(k) plan are subject to certain annual dollar limitations in accordance with applicable laws, which are periodically adjusted for changes in the cost of living. Other than the 401(k) plan, we do not provide any qualified or non-qualified retirement or deferred compensation benefits to our employees, including our Named Executive Officers. Each of our Named Executive Officers received benefits during 2025 at the same level and offering made available to other employees. Independent contractors are ineligible to participate in the Company’s health and welfare plans. Mr. Wallinger, who was classified by the Company as an independent contractor until he transitioned to an employee of the Company on September 1, 2025, is participating in the Company’s health and welfare plans. If Mr. Wallinger or his participating spouse or dependents incurs a claim under the plans, the insurer could refuse to pay the claim and/or seek reimbursement for claims previously paid on the basis that Mr. Wallinger was ineligible to participate in the plan. Mr. Wallinger does not participate in our 401(k) plan. All of our Named Executive Officers also received company-paid life insurance coverage. Potential Payments Upon Termination or Change in Control Pursuant to the Messerle Arrangement and the Rudra Arrangement, in the event that Mr. Messerle or Mr. Rudra terminate their employment for any reason, or their employment is terminated due to death or disability, the Named Executive Officer shall be entitled to accrued compensation and benefits, including any accrued but unpaid bonus for the prior fiscal year (the “Accrued Bonus”). 128 Table of Contents Pursuant to the Messerle Arrangement and the Rudra Arrangement, in the event that Mr. Messerle’s or Mr. Rudra’s employment is terminated by the Company without Cause the Named Executive Officer is entitled to the following: (i) cash severance equal to 12 months of the Named Executive Officer’s then-current base salary (the “Severance Amount”), payable in equal period installments in accordance with normal payroll procedures, (ii) the Accrued Bonus, and (iii) Company paid COBRA premiums until the earlier to occur of either (x) six months following the termination date, or (y) the Named Executive Officer becoming eligible for medical benefits with another employer (the “COBRA Payments”). Upon a termination without Cause within a 90-day period preceding a Change in Control or if Mr. Messerle’s or Mr. Rudra’s termination of employment is related to a Change in Control, he is entitled to the following: (i) the Severance Amount, payable in a lump sum, (ii) the Accrued Bonus, (iii) the COBRA Payments, and (iv) for Mr. Rudra, accelerated vesting of his Incentive Units. Receipt of severance by either Mr. Messerle or Mr. Rudra is conditioned upon the applicable Named Executive Officer’s execution and non-revocation of a release of claims in favor of the Company and his continued compliance with restrictive covenant obligations. For the purposes of both the Messerle Arrangement and Rudra Arrangement, “Cause” means the Named Executive Officer’s (i) the failure to perform such duties as are reasonably requested by the Company or the Board, after being provided with written notice and a reasonable opportunity to cure; (ii) material breach of the Messerle Arrangement or of any agreement with the Company or any affiliate, including but not limited to the material breach of any non-competition, non-solicitation, non-disclosure, and intellectual property assignment agreement, or a material violation of the Company’s or any affiliate’s code of conduct or other written policy, after written notice by the Company or the Board and a reasonable opportunity to cure; (iii) conviction of, or plea of guilty or no contest to, a felony or a crime involving moral turpitude or the commission of any other act involving willful malfeasance or material fiduciary breach with respect to the Company or any affiliate; (iv) use of illegal drugs or abuse of alcohol that materially impairs Named Executive Officer’s ability to perform his duties to the Company or any affiliate; (v) gross negligence or willful misconduct with respect to the Company or any affiliate; or (vi) as “cause” is defined under applicable law; provided, that Named Executive Officer has the opportunity to cure circumstances giving rise to Cause within a 30-day period. For the purposes of both the Messerle Arrangement and Rudra Arrangement, “Change in Control” generally means (i) the acquisition (whether by purchase, merger, consolidation, combination or other similar transaction) by any person of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of more than 50% (on a fully diluted basis) of the combined voting power of the then outstanding membership interests of the Company or (ii) the sale, transfer or other disposition of all or substantially all of the assets of the Company to any person other than an affiliate. Please see the section entitled “—Equity Incentive Compensation” for more details regarding the treatment of our Named Executive Officer’s Incentive Units upon a termination of employment or a Liquidity Event. Policies and Practices Related to the Grant of Certain Equity Awards Close in Time to the Release of Material Nonpublic Information The Company does not currently grant new awards of stock options, stock appreciation rights, or similar option-like instruments. Accordingly, the Company does not have a specific policy or practice on the timing of such awards in relation to the disclosure of material nonpublic information by the Company. In the event the Company determines to grant such awards in the future, the board of directors and the compensation committee will evaluate the appropriate steps to take in relation to the foregoing. Actions Taken in Fiscal Year 2026 Changes to Base Salaries in Connection with the IPO Upon the consummation of our IPO, we increased the base salaries of our Named Executive Officers. Our Named Executive Officers’ base salaries will be increased as follows: Wallinger, Messerle and Rudra will have the following base salaries, respectively: $600,000, $425,000, and $375,000. Treatment of Incentive Units 129 Table of Contents In connection with our IPO, shares of unrestricted common stock were distributed in respect of vested Incentive Units and shares of restricted stock were distributed in respect of unvested Incentive Units that vest based on the participation threshold of the underlying Incentive Unit as follows: (i) restricted shares of our common stock that vested 50% at the closing of our IPO and will vest 25% on each of the first and second anniversary of the closing of our IPO were distributed in respect of Incentive Units with a participation threshold of $1.00 per unit, and (ii) restricted shares of our common stock that vested 33% at the closing of our IPO and will vest 33% on each of the first and second anniversaries of the closing of our IPO were distributed in respect of Incentive Units with participation thresholds of $1.36 and $1.63 per unit, in each case of (i) and (ii), subject to the Incentive Unit holder’s continued employment or service with us through such date. 2026 Omnibus Incentive Plan Our board adopted, and our stockholders approved, the 2026 Stock Plan, pursuant to which employees, consultants and directors of our company and our affiliates performing services for us, including our executive officers, will be eligible to receive awards. The 2026 Stock Plan provides for the grant of stock options, stock appreciation rights, restricted stock, restricted stock units, dividend equivalents, other stock-based awards, other cash-based awards, substitute awards, and performance awards intended to align the interests of participants with those of our stockholders. IPO Grants In connection with our IPO, we granted 639,176 RSUs under the 2026 Stock Plan to certain employees, including our Named Executive Officers, and non-employee directors (collectively, the “IPO Grants”) as follows: 211,176 RSUs to Mr. Wallinger, 80,882 RSUs to Mr. Messerle, 23,529 RSUs to Mr. Rudra and 5,294 RSUs each to our non-employee directors. Each IPO Grant to our Named Executive Officers will vest in three substantially equal installments on each of the first, second and third anniversaries of the applicable vesting commencement date, and each IPO grant to our non-employee directors will vest on the first anniversary of the applicable vesting commencement date, in each case subject continued service through the applicable vesting date. Director Compensation We did not pay any compensation or make any equity awards or non-equity awards to any members of our board of directors during the 2025 fiscal year. We do not currently have a formal policy with respect to compensation of our non-employee directors for service as directors. We anticipate that we will implement a formal policy pursuant to which our non-employee directors will be eligible to receive compensation for service on our board of directors and committees of our board of directors. In addition, each director will be reimbursed for out-of-pocket expenses in connection with his or her services. We are evaluating the specific terms of our director compensation program, which we expect will provide for the following: • an annual cash retainer of $70,000; • an annual cash retainer of $20,000, $17,500 and $15,000 for a director’s service as chair of our audit committee, compensation committee and nominating and governance committee, respectively; • an annual cash retainer of $25,000 for our non-executive chairman of the board; and • an annual grant of RSUs pursuant to the 2026 Stock Plan with an approximate grant date value of $180,000 with one-year cliff vesting. Compensation Committee Interlocks and Insider Participation Our compensation committee was formed in January 2026 and consists of Kirk Konert, Reggie Brothers and Andrew Boyd. None of these individuals currently are, or have been, an officer or employee of the Company. None of our executive officers currently serve, or in the past year have served, as a member of the board of directors or compensation committee (or other board committee performing equivalent functions) of any entity that has one or more of its executive officers serving on our board of directors or compensation committee. 130 Table of Contents Item 12. Security Ownership of Certain Beneficial Owner and Management and Related Stockholder Matters Securities Authorized for Issuance under Equity Compensation Plans As of December 31, 2025, we had no equity compensation plans or individual compensation arrangements under which our equity securities were authorized for issuance. Security Ownership of Certain Beneficial Owners and Management The following table sets forth the beneficial ownership of our common stock as of February 28, 2026, in each case, by the following individuals or groups: • each of our directors; • each of our Named Executive Officers; • all of our directors and executive officers as a group; and • each person, or group of affiliated persons, who is known by us to beneficially own more than 5% of our common stock. The percentage ownership information shown in the table is based upon 124,797,074 shares of common stock outstanding as of February 28, 2026. We have determined beneficial ownership in accordance with the rules of the SEC. These rules generally attribute beneficial ownership of securities to persons who possess sole or shared voting power or investment power with respect to those securities, or have the right to acquire such powers within 60 days. Under these rules, more than one person may be deemed beneficial owner of the same securities, and a person may be deemed to be a beneficial owner of securities as to which such person has no economic interest. The information contained in the following table is not necessarily indicative of beneficial ownership for any other purpose, and the inclusion of any shares in the table does not constitute an admission of beneficial ownership of those shares. Unless otherwise indicated, the persons or entities identified in this table have sole voting and investment power with respect to all shares shown as beneficially owned by them, subject to applicable community property laws. Except as otherwise noted below, the address for the persons listed in the table is c/o York Space Systems Inc., 6060 S Willow Drive, Greenwood Village, CO 80111. Name of Beneficial Owner Number of Shares Percentage Directors and Named Executive Officers: Dirk Wallinger(1) 11,168,593 8.9 % Kirk Konert — — Tyler Letarte 1,470 * Kevin Messerle(2) 917,437 * Devjyoti Rudra(3) 334,828 * Tamra Erwin 74,690 * Reggie Brothers — — Andrew Boyd — — General (RET) James McConville — — Directors and executive officers as a group (10 individuals)(4) 13,177,611 10.6 % 5% or Greater Stockholders: Entities Affiliated with AE Industrial Partners(5)(6) 30,196,088 24.2 % Entities Affiliated with BlackRock(7) 17,846,934 14.3 % * Represents less than 1%. (1) Common stock beneficially owned includes 358,744 shares of restricted stock. 131 Table of Contents (2) Common stock beneficially owned includes 239,162 shares of restricted stock. (3) Common stock beneficially owned includes 167,414 shares of restricted stock. (4) Common stock beneficially owned includes an aggregate of 884,663 shares of restricted stock. (5) Consists of 2,832,488 shares held by AE Industrial Partners Fund II, LP, 1,813,066 shares held by AE Industrial Partners Fund II-A, LP, 6,842 shares held by AE Industrial Partners Fund II-B, LP, 10,908,489 shares held by AE Industrial Partners Fund III, LP, 3,258,380 shares held by AE Industrial Partners Fund III-A, LP, 566,675 shares held by AE Aerospace Opportunities Fund, 8,757,636 shares held by AE Co-Investment Partners Fund III-Y, LP (CIV), 1,475,343 shares held by AE Co-Investment Partners Fund III Y-2, LP, 23,916 shares held by AE Industrial PSO Equity Partners, LP and 553,253 shares held by AE Industrial Partners PBCI Aggregator, LP. Shares beneficially owned excludes an aggregate of 64,178,201 shares of common stock which AE Industrial Partners expects to exercise voting control over with respect to director election matters pursuant to the Voting Agreements described in “Certain Relationships and Related Transactions, and Director Independence” in Item 13 of Part III of this Annual Report on Form 10-K. Such shares have been reported as beneficially owned by the stockholders exercising dispositive power and voting power of such securities. Entities affiliated with AE Industrial Partners are deemed to control an aggregate of 94,374,289 shares of common stock, or approximately [74.3]% of the shares of common stock outstanding as of February 28, 2026. (6) Each of AE Industrial Partners Fund II, LP, AE Industrial Partners Fund II-A, LP and AE Industrial Partners Fund II-B, LP are controlled by AE Industrial Partners Fund II GP, LP (“AE Fund II GP”), their general partner. Each of AE Industrial Partners Fund III, LP, AE Industrial Partners Fund III-A, LP, AE Co-Investment Partners Fund III-Y, LP and AE Co-Investment Partners Fund III Y-2, LP are controlled by AE Industrial Partners Fund III GP, LP (“AE Fund III GP”), their general partner. AE Industrial Partners PBCI Aggregator, LP is controlled by AE Industrial Partners PBCI Aggregator GP, LP, its general partner. AE Industrial Partners Aerospace Opportunities, LP is controlled by AE Industrial Partners Aerospace Opportunities GP, LP, its general partner. The foregoing general partner entities are each managed by their respective general partner, AeroEquity GP, LLC. AeroEquity GP, LLC is controlled by its managing members, Michael Greene and David Rowe. Messrs. Greene and Rowe make all voting and investment decisions with respect to the securities held by AE Industrial Partners. Each of the entities and individuals named above disclaims beneficial ownership of the securities held by AE Industrial Partners, except to the extent of its pecuniary interest therein. The business address of each of the foregoing entities and persons is 6700 Broken Sound Pkwy NW, Boca Raton, FL 33487. (7) The registered holders of the referenced shares are the following funds and accounts under management by subsidiaries of BlackRock, Inc.: BlackRock Private Equity Co-Investments; 2021 Aggregator Cayman Ltd.; BlackRock Growth Equity Fund Master Cayman Aggregator Ltd.; BR POF IV CAYMAN MASTER FUND, L.P.; BlackRock Private Opportunities Fund IV, L.P.; BlackRock Private Opportunities Fund IV Master SCSp; TSCL Private Markets Cayman Fund Ltd.; 1885 Private Opportunities Cayman Fund, Ltd.; Heathrow Forest Opportunities Fund, L.P.; Lincoln Pension Private Equity BR, L.P.; NHRS Private Opportunities Fund, L.P.; NDSIB Private Opportunities Fund Cayman Ltd.; Mutual of Omaha OF Cayman, Ltd.; BlackRock ERI Private Opportunities Master SCSp; Sullivan Way POF Cayman, Ltd; Total Alternatives Fund - Private Equity (B) LP; Total Alternatives Fund - Private Equity LP; 1824 Private Equity Fund, L.P.; Tango Capital Opportunities Fund, L.P.; BlackRock Private Investments Fund; OV Private Opportunities Cayman, Ltd.; SONJ Opportunities Cayman, Ltd.; Red River Direct Investment Fund III, L.P.; and MB BlackRock Holdings Cayman Ltd. BlackRock, Inc. is the ultimate parent holding company of such subsidiaries. On behalf of such subsidiaries, the applicable portfolio managers, as managing directors (or in other capacities) of such entities, and/or the applicable investment committee members of such funds and accounts, have voting and investment power over the shares held by the funds and accounts which are the registered holders of the referenced shares. Such portfolio managers and/or investment committee members expressly disclaim beneficial ownership of all shares held by such funds and accounts. The address of such funds and accounts, such subsidiaries and such portfolio managers and/or investment committee members is 50 Hudson Yards, New York, NY 10001. Shares shown include only the securities held in the name of BlackRock Private Equity Co-Investments, 2021 Aggregator Cayman Ltd., BlackRock Growth Equity Fund Master Cayman Aggregator Ltd., BR POF IV CAYMAN MASTER FUND, L.P., BlackRock Private Opportunities Fund IV, L.P., BlackRock Private Opportunities Fund IV Master SCSp, TSCL Private Markets Cayman Fund Ltd., 1885 Private Opportunities Cayman Fund, Ltd., Heathrow Forest Opportunities Fund, L.P., Lincoln Pension Private Equity BR, L.P., NHRS Private Opportunities Fund, L.P., NDSIB Private Opportunities Fund Cayman Ltd., Mutual of Omaha OF Cayman, Ltd., BlackRock ERI Private Opportunities Master SCSp, Sullivan Way POF Cayman, Ltd, Total Alternatives Fund - Private Equity (B) LP, Total Alternatives Fund - Private Equity LP, 1824 Private Equity Fund, L.P., Tango Capital Opportunities Fund, L.P., BlackRock Private Investments Fund, OV Private Opportunities Cayman, Ltd., SONJ Opportunities Cayman, Ltd., Red River Direct Investment Fund III, L.P., and MB BlackRock Holdings Cayman Ltd., and may not incorporate all shares deemed to be beneficially held by BlackRock, Inc. 132 Table of Contents Item 13. Certain Relationships and Related Transactions, and Director Independence Related Party Transactions Other than compensation arrangements for our directors and Named Executive Officers, including those discussed in the section entitled “Executive Compensation” in Item 11 of Part III of this Annual Report on Form 10-K, the following is a description of each transaction since January 1, 2025 to which we were a participant or will be a participant, in which: • the amounts involved exceeded or will exceed $120,000; and • any of our directors, executive officers, or holders of more than 5% of our capital stock, or any member of the immediate family of, or person sharing the household with, the foregoing persons, had or will have a direct or indirect material interest. Class P Unit Investment In the fourth quarter of 2025, the Company issued and sold an aggregate of approximately 240,956 Class P Units to several investors, including funds affiliated with AE Industrial Partners, for an aggregate purchase price of approximately $241.0 million. Each Class P Unit initially had a preference amount of $1,000 and was converted into shares of our common stock at the time of the Corporate Conversion, at a conversion rate per unit equal to (i) the outstanding aggregate total preference amount of such Class P Unit, divided by (ii) our IPO price discounted by 20%. Funds affiliated with AE Industrial Partners purchased $91,656,473 of Class P Units and Monica Palko, our Chief Legal and Administrative Officer, purchased $250,000 of Class P Units. At the time of the Corporate Conversion, the Class P Units held by AE Industrial Partners and Ms. Palko had accrued dividends of $344,807.23 and $808.22, respectively, and converted into 3,933,871 and 9,221 shares of common stock, respectively. Lending Arrangements In connection with the First Amendment to the Term Loan Facility, Mr. Wallinger provided the Company with $10.0 million of loans under the Term Loan Facility, effective as of June 15, 2023. As of December 31, 2024 and 2023, approximately $10.0 million was recorded as long-term debt on the Company’s consolidated balance sheets related to these loans and approximately $2.4 million and $0.8 million of paid-in-kind interest on these loans had accrued as of December 31, 2024 and 2023, respectively. In November 2025, the Company repaid these loans with proceeds from the Credit Agreement. Purchases of Design Services and Office Furniture The Company contracts with Studio D Design to design, furnish and build out offices and manufacturing areas for certain of its facilities. The Company paid approximately $0.3 million for these services in the year ended December 31, 2025. Studio D Design is owned by Mr. Wallinger and his wife, Danielle Wallinger, and is managed by Mrs. Wallinger. Tax Receivable Agreement On January 28, 2026, we entered into the TRA with the TRA Holders (as defined below). The TRA is expected to remain effective until the earlier of an Early Termination (as described below) or such time as all of the Covered Tax Assets described below have been utilized or have expired and all related TRA obligations have been satisfied. Parties to the Tax Receivable Agreement TRA rights were offered to each person holding Class P Units of Midco II or partnership interests of Holdings (other than partners holding solely unvested partnership interests) as of immediately prior to the effectiveness of the Registration Statement. Each holder wishing to accept such rights executed the TRA and became a party to the rights and obligations thereunder (collectively, the “TRA Holders”) on January 28, 2026. Rights under the TRA were allocated pro rata according to the number of shares of our common stock held by each TRA Holder immediately following the Corporate Conversion and Holdings Liquidation. The parties to the TRA include all stockholders affiliated with AE Industrial Partners and BlackRock, Inc., each of our executive officers, and Tamra Erwin, who serves on our board of directors. 133 Table of Contents Covered Tax Assets The TRA provides for payments in respect of the following attributes of the Company and its subsidiaries (the “Company Group”): • tax credits and credit carryforwards of Company Group, including any foreign tax credits allowed under Code Sections 901 or 960 (or analogous or similar provision of law) and any research and development tax credit carryforward allowed under Code Section 41 (or analogous or similar provision of law); • deductions that have accrued for U.S. federal, state, and local income tax purposes by the Company Group and for which the applicable deductions have been deferred by reason of Code Sections 163(e), 163(j), 170(d), 267 or other applicable section of the Code (or analogous or similar provision of law); • net operating losses for U.S. federal, state, and local income tax purposes; • U.S. federal, state and local income amortization and depreciation deductions attributable to any assets owned by the Company Group, including, for the avoidance of doubt, items arising with respect to “amortizable section 197 intangibles” (as defined in Code Sections 197(c) and (d) (or analogous or similar provision of law)) and/or Code Section 174 (or analogous or similar provision of law); and • deductions available to the Company Group that relate to (i) costs and expenses incurred by the Company Group as a result of the consummation of the IPO; (ii) all success-based fees of professionals (including investment bankers and other consultants and advisors) paid by or on behalf of the Company Group (calculated taking into account any applicable election made pursuant to Revenue Procedure 2011-29 for any fees to which it applies) in connection with the IPO; (iii) the capitalized financing costs and expenses and any prepayment premium as a result of the satisfaction of any indebtedness in connection with the IPO; (iv) all sale, “stay-around,” retention, change of control or similar bonuses or payments paid to current or former employees, directors or consultants of the Company Group in connection with the IPO; (v) the exercise or cancellation of any option in connection with the IPO; (vi) any management agreement termination fees paid by or on behalf of the Company Group in connection with the consummation of the IPO; and (vii) any employment or social security taxes imposed with respect to any of the foregoing. The Covered Tax Assets described were measured as of the consummation of the IPO. Although the actual amount and timing of the utilization of the Covered Tax Assets will vary depending upon our future taxable income, the applicable tax laws and other factors, we expect that these attributes will reduce the amount of cash taxes that the Company Group would otherwise be required to pay in future taxable years. Sharing of Tax Benefits Under the TRA, we will pay the TRA Holders 85% of the aggregate cash tax savings that we actually realize (or are deemed to realize in certain circumstances described below) as a result of utilizing the Covered Tax Assets in any taxable year plus an interest charge that accrues at a rate of SOFR plus 300 basis points from the due date of the applicable U.S. federal income tax return utilizing the applicable Covered Tax Assets until the due date for payment (each, a “Tax Benefit Payment”). We will retain the remaining 15% of such cash tax savings. The cash tax savings for a taxable year generally equals the excess, if any, of (i) the hypothetical liability for U.S. federal, state and local income taxes of the Company Group that would have been due in the absence of the Covered Tax Assets over (ii) the actual liability (taking into account the use of the Covered Tax Assets), in each case determined using the “with-and-without” methodology and the other computational conventions set forth in the TRA. Timing of Payments; Interest Within 45 days after filing the Company Group’s U.S. federal income tax return for a taxable year, we will deliver to the Rights Holder Representative (as defined in the TRA) a schedule showing our calculation of the realized tax benefit and the resulting Tax Benefit Payment due to the TRA Holders for such year. Tax Benefit Payments are generally due five business days after the schedule becomes final in accordance with the TRA. If we fail to make any required payment when due, the 134 Table of Contents unpaid amount accrues interest at a per annum rate equal to SOFR plus 500 basis points until paid in full, and our payment obligations under the TRA may be accelerated as discussed below. Early Termination and Acceleration The TRA permits (or, in certain cases, requires) the acceleration of our payment obligations, in which case we would be required to make a lump-sum payment on the date specified in the TRA to the TRA Holders equal to (i) the present value of all anticipated future payments under the TRA (the “Early Termination Payment”), calculated using specified valuation assumptions and a discount rate equal to SOFR plus 100 basis points, (ii) any Tax Benefit Payment that is due and payable but unpaid as of the specified date in the TRA, and (iii) any Tax Benefit Payment due for the taxable year ending prior to, with or including the date specified in the TRA (except to the extent that such amount is included in the Early Termination Payment). Acceleration can occur upon: • early voluntary termination by us; • a change of control of the Company (including certain mergers, asset sales or other business combinations); • certain dispositions of subsidiaries or assets such that Covered Tax Assets are transferred outside the Company Group; or • a material breach by us of our obligations under the TRA. Because the Early Termination Payment is based on assumptions regarding future taxable income and other factors, the payment could materially exceed the actual tax benefits that we ultimately realize. In either case, the TRA Holders will not reimburse us for any excess payments, and we will retain any additional benefits. Impact on Our Liquidity and Indebtedness The TRA obligations are solely our obligations; our subsidiaries will have no direct obligations under the agreement, provided that the TRA requires us to take commercially reasonable actions to cause members of the Company Group to pay dividends or make loans to us to make payments under the TRA. We expect to fund payments under the TRA from cash generated by our operations and, if necessary, borrowings under our credit facilities. The TRA does not materially limit our ability to incur debt, but our credit agreements may restrict our ability to make payments under the TRA under certain circumstances, provided that, the TRA requires us to use commercially reasonable efforts not to, and to cause our subsidiaries to use commercially reasonable efforts not to, enter into any agreement or indenture or any amendment or modification to any agreement or indenture that would directly or indirectly impede (or further impede) our ability to make payments pursuant to the TRA. If we are unable to make TRA payments when due, the unpaid amounts will accrue interest as described above, which could materially affect our results of operations and cash flows. Additional Provisions The TRA contains provisions regarding the preparation of schedules, dispute-resolution procedures, audit coordination and confidentiality. We will have responsibility for tax matters of the Company Group, although we must keep the Rights Holder Representative reasonably informed of matters that could affect TRA payments and the Rights Holder Representative has consent rights with respect to certain actions that might adversely impact Covered Tax Assets (including, for the avoidance of doubt, consent rights with respect to certain tax audits or proceedings relating to Covered Tax Assets or matters that could adversely affecting the timing or amount of payments under the TRA). Risk Considerations The obligations we incur under the TRA could be substantial and could materially adversely affect our liquidity. In certain circumstances, particularly an early termination or change of control, we could be required to make a significant lump-sum payment that may be greater than the cash tax savings that we expect to realize. Registration Rights Agreement On January 30, 2026, we entered into a registration rights agreement with AE Industrial Partners and certain other equityholders (the “Registration Rights Agreement”). AE Industrial Partners and such equityholders will be entitled to 135 Table of Contents request that we register the shares held by them on a long-form or short-form registration statement on one or more occasions in the future, which registrations may be “shelf registrations.” AE Industrial Partners and such equityholders will also be entitled to participate in certain of our registered offerings, subject to the restrictions in the Registration Rights Agreement. We will pay AE Industrial Partners and such equityholders’ expenses in connection with their exercise of these rights. The registration rights described in this paragraph apply to (i) shares of our common stock held by AE Industrial Partners, the other equityholders party to the Registration Rights Agreement and their respective affiliates and (ii) any of our capital stock (or that of our subsidiaries) issued or issuable with respect to the common stock described in clause (i) with respect to any dividend, distribution, recapitalization, reorganization or certain other corporate transactions (“Registrable Securities”). These registration rights are also for the benefit of any subsequent holder of Registrable Securities; provided that any particular securities will cease to be Registrable Securities when they have been sold in a registered public offering, sold in compliance with Rule 144 of the Securities Act or repurchased by us or our subsidiaries. In addition, with the consent of the Company and holders of a majority of Registrable Securities, any Registrable Securities held by a person other than AE Industrial Partners, the other equityholders party to the Registration Rights Agreement and their respective affiliates will cease to be Registrable Securities if they can be sold without limitation under Rule 144 of the Securities Act. Director Nomination Agreement On January 28, 2026, we entered into a director nomination agreement (the “Director Nomination Agreement”) with AE Industrial Partners and Dirk Wallinger that provides such parties with the right to designate nominees to our board of directors, subject to certain conditions. The Director Nomination Agreement provides AE Industrial Partners the right to designate (i) 100% of the total number of directors comprising our board of directors (the “Total Number of Directors”) as nominees for election to our board of directors for so long as AE Industrial Partners controls, in the aggregate, 40% or more of the total number of shares of our common stock controlled by it and its affiliates upon completion of the IPO, as adjusted for any reorganization, recapitalization, stock dividend, stock split, reverse stock split or similar changes in our capitalization (the “Original Amount”); (ii) 40% of the Total Number of Directors for election to our board of directors for so long as AE Industrial Partners controls at least 30% and less than 40% of the Original Amount; (iii) 30% of the Total Number of Directors for election to our board of directors for so long as AE Industrial Partners controls at least 20% and less than 30% of the Original Amount; (iv) 20% of the Total Number of Directors for election to our board of directors for so long as AE Industrial Partners controls at least 10% and less than 20% of the Original Amount; and (v) one nominee for election to our board of directors for so long as AE Industrial Partners controls at least 10% of the Original Amount. For purposes of the Director Nomination Agreement, shares will be deemed “controlled” by AE Industrial Partners if it or its affiliates beneficially owns such shares, or possesses the right to direct the voting of such shares with respect to the election of the Company’s directors. In addition, the Director Nomination Agreement provides that Mr. Wallinger will be entitled to designate one nominee to our board of directors for so long as he beneficially owns, in the aggregate, at least 60% of the shares beneficially owned by him upon completion of the IPO. In each case, any applicable nominee nominated pursuant to the Director Nomination Agreement must comply with applicable law and stock exchange rules. Voting Agreements On January 28, 2026, the Voting Agreement Stockholders (as defined below) entered into voting agreements (collectively, the “Voting Agreements”) with the Company, pursuant to which such Voting Agreement Stockholders granted the Company the right to direct the voting of the shares of common stock held by such other stockholders with respect to the election of the Company’s directors. The following stockholders have executed and delivered Voting Agreements to the Company: each stockholding entity affiliated with BlackRock, Inc., each of our executive officers other than our CEO Dirk Wallinger, and 196 other pre-IPO equityholders holding an aggregate of approximately 45,150,909 shares of common stock following the Corporate Conversion and Holdings Liquidation (collectively, the “Voting Agreement Stockholders”). The Voting Agreement Stockholders agreed to execute and deliver Voting Agreements as consideration for AE Industrial Partner’s election to cause the Holdings Liquidation, which benefited such stockholders by enabling them to receive and directly own shares of our common stock following the IPO. The Company will exercise its rights under the Voting Agreements for the benefit of AE Industrial Partners pursuant to the terms of the Director Nomination Agreement. The Voting Agreements provide the Company with the right to direct the voting of shares of common stock held by the Voting Agreement Stockholders with respect to matters relating to the nomination and election of the Company’s directors. The Voting Agreements do not restrict the right of any Voting Agreement Stockholder to transfer or dispose of shares or our common stock, subject to applicable securities law and any other contractual obligations to which such Voting Agreement Stockholder may be subject. Each Voting Agreement will terminate upon the earliest of: (i) the Company ceasing to be a “controlled company” within the meaning of the NYSE rules; (ii) the applicable Voting Agreement 136 Table of Contents Stockholder ceasing to own any securities of the Company; or (iii) the receipt of written notice from the Company terminating such agreement. Consulting Agreement with AE Industrial Partners On November 10, 2022, we and AE Industrial Partners, together with AE Industrial Operating Partners, LLC (“AE Operating”), an affiliate of AE Industrial Partners, entered into an agreement for consulting services related to our operations. Pursuant to this agreement, we have utilized AE Operating, the operating and consulting arm of AE Industrial Partners, for consulting services and paid to AE Operating and AE Industrial Partners related fees and expenses. We paid approximately $1.3 million for the year ended December 31, 2025, in connection with services provided by AE Operating and AE Industrial Partners. Additionally, the Company paid $7.3 million to AE Industrial Partners during the year ended December 31, 2025 for certain transaction related costs. On January 30, 2026, we entered into an amended and restated consulting services agreement with AE Operating, pursuant to which the Company will pay AE Operating an annual fee of approximately $2,400,000 for consulting and advisory services until the earlier of: (i) two years following the completion of our IPO or (ii) the time AE Industrial Partners beneficially owns less than 10% of our outstanding common stock. Indemnification of Officers and Directors and Insurance Our certificate of incorporation and bylaws provide that we will indemnify each of our directors and officers to the fullest extent permitted by Delaware law. In addition, we have entered into indemnification agreements with each of our directors and executive officers in connection with the IPO. We also have purchased directors’ and officers’ liability insurance. Directed Share Program At our request, the underwriters for the IPO reserved up to 5% of the shares of common stock offered in our IPO, at the IPO price, to certain individuals associated with the Company and AE Industrial Partners. Except for reserved shares purchased by our executive officers and directors, these reserved shares of common stock are subject to the lock-up restrictions described in the Registration Statement. Related Person Transaction Policies and Procedures We have adopted formal written procedures for the review, approval, or ratification of transactions with related persons, or the Related Person Transaction Policies and Procedures. The Related Person Transaction Policies and Procedures will provide that the audit committee of our board of directors will be charged with reviewing for approval or ratification all transactions with “related persons” (as defined in paragraph (a) of Item 404 of Regulation S-K) that are brought to the audit committee’s attention. All of the transactions described above were entered into prior to the adoption of the Related Person Transaction Policies and Procedures. Director Independence Based on information provided by each of our directors concerning his or her background, employment and affiliations, our board of directors has determined that each of Tamra Erwin, Reggie Brothers, Andrew Boyd and General (RET) James McConville are independent in accordance with the NYSE rules. In making this determination, our board of directors considered the relationships that each such director has with the Company and all other facts and circumstances that our board of directors deemed relevant in determining their independence, including beneficial ownership of our common stock. See “Directors, Executive Officers and Corporate Governance” in Item 10 of Part III of this Annual Report on Form 10-K for a description of our status as a “controlled company” under NYSE rules. Item 14. Principal Accounting Fees and Services Grant Thornton LLP has served as our independent registered public accounting firm since October 2025 when Midco II was formed and as the independent registered public accounting firm of Midco I. The following table sets forth the aggregate fees billed for various professional services rendered by Grant Thornton LLP for the year ended December 31, 2025 (in thousands). 137 Table of Contents December 31, 2025 Audit Fees(1) $ 2,825 Audit-Related Fees(2) — Tax Fees(3) — All Other Fees(4) — Total Fees $ 2,825 (1) Represents the aggregate fees billed for the annual audit of financial statements, reviews of quarterly financial statements, and professional services rendered in connection with our Registration Statement on Form S-1 related to our IPO completed in January 2026, including the issuance of comfort letters and consents. (2) Represents the aggregate fees billed for professional services provided in connection with assurance and related services that are reasonably related to the performance of the audit or review of our financial statements and are not reported under “Audit Fees.” (3) Represents the aggregate fees billed for professional services provided in connection with tax compliance, tax advice, and tax planning. (4) Represents fees for all other products and services that are not reported above. Audit Committee Pre-Approval of Audit and Non-Audit Services All of the services listed in the above table were approved by the appropriate governing body prior to the adoption of the charter of the Audit Committee, which occurred in connection with the completion of the IPO. Consistent with the requirements of the SEC and the Public Company Accounting Oversight Board regarding auditor independence, our Audit Committee is responsible for the appointment, compensation, and oversight of the Company’s independent auditor. In recognition of this responsibility, the charter of the Audit Committee requires the pre-approval of all audit and permitted non-audit services provided by the Company’s independent auditor. The Audit Committee has adopted a policy that requires advance approval of all audit services as well as non-audit services to the extent required by the Exchange Act and the Sarbanes-Oxley Act of 2002. Unless the specific service has been previously pre-approved with respect to that year, the Audit Committee must approve the permitted service before the independent auditor is engaged to perform it. 138 Table of Contents Part IV Item 15. Exhibits, Financial Statement Schedules (a) The following documents are filed as part of this Annual Report on Form 10-K: 1. Financial Statements Our consolidated financial statements are listed in the “Index to Consolidated Financial Statements” in Item 8 of Part II of this Annual Report on Form 10-K. 2. Financial Statement Schedules All schedules have been omitted as the required information is either included in the consolidated financial statements or notes thereto, or not required, or not applicable. 3. See Item 15(b) (a) Exhibits: Exhibit Number Description of Document 3.1 Certificate of Incorporation of York Space Systems inc. (incorporated by reference to Exhibit 3.1 to the Company's Current Report on Form 8-K filed with the SEC on January 30, 2026) 3.2 Bylaws of York Space Systems Inc. (incorporated by reference to Exhibit 3.2 to the Company’s Current Report on Form 8-K filed with the SEC on January 30, 2026) 4.1 Registration Rights Agreement, dated as of January 30, 2026, by and among York Space Systems Inc. and the stockholders party thereto (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed with the SEC on January 30, 2026) 4.2* Description of Common Stock 10.1 Credit Agreement, dated as of November 14, 2025, by and among Yellowstone Interco Holdings, LLC, Yellowstone Borrower, LLC, the lenders party thereto and Wells Fargo Bank, National Association (incorporated by reference to Exhibit 10.1 to the Registration Statement on Form S-1 filed with the SEC on November 17, 2025). 10.2 Amendment No. 1, dated as of November 21, 2025, to the Credit Agreement, dated as of November 14, 2025, by and among Yellowstone Interco Holdings, LLC, Yellowstone Borrower, LLC, the lenders party thereto and Wells Fargo Bank, National Association (incorporated by reference to Exhibit 10.2 to the Registration Statement on Form S-1 filed with the SEC on December 15, 2025) 10.3+ Offer Letter, dated March 21, 2021, as amended, by and between Kevin Messerle and York Space Systems, LLC (incorporated by reference to Exhibit 10.2 to the Registration Statement on Form S-1 filed with the SEC on November 17, 2025) 10.4+ Offer Letter, dated August 2, 2023, by and between Devjyoti Rudra and York Space Systems, LLC (incorporated by reference to Exhibit 10.3 to the Registration Statement on Form S-1 filed with the SEC on November17, 2025) 10.5 Form of Indemnification Agreement (incorporated by reference to Exhibit 10.5 to the Registration Statement on Form S-1 filed with the SEC on January 16, 2026) 10.6 Tax Receivable Agreement, dated as of January 28, 2026, by and among York Space Systems Inc. and the stockholders party therto (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on January 30, 2026) 10.7+ York Space Systems Inc. 2026 Omnibus Incentive Plan (incorporated by reference to Exhibit 10.7 to the Registration Statement on Form S-1 filed with the SEC on January 16, 2026) 139 Table of Contents 10.8+ Form of Restricted Stock Unit Grant Notice and Award Agreement (incorporated by reference to Exhibit 10.8 to the Registration Statement on Form S-1 filed with the SEC on January 16, 2026) 10.9+ Form of Restricted Stock Award Grant Notice and Agreement (Employee Form) (incorporated by reference to Exhibit 10.9 to the Registration Statement on Form S-1 filed with the SEC on January 16, 2026) 10.10+ Form of Restricted Stock Award Grant Notice and Agreement (Non-Employee Form) (incorporated by reference to Exhibit 10.10 to the Registration Statement on Form S-1 filed with the SEC on January 16, 2026) 10.11 Director Nomination Agreement, dated as of January 28, 2026, by and among York Space Systems Inc. and the stockholders party thereto (incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K filed with the SEC on January 30, 2026) 10.12 Form of Voting Agreement (incorporated by reference to Exhibit 10.12 to the Registration Statement on Form S-1 filed with the SEC on January 16, 2026) 10.13 Amended and Restated Consulting Agreement, dated as of January 30, 2026, between York Space Systems, Inc., AE Industrial Operating Partners, LLC and AE Industrial Partners, LP (incorporated by reference to Exhibit 10.5 to the Company’s Current Report on Form 8-K filed with the SEC on January 30, 2026) 10.14 Lease, dated September 22, 2021, between The GC Net Lease (Greenwood Village) Investors, LLC and York Space Systems LLC (incorporated by reference to Exhibit 10.14 to the Registration Statement on Form S-1 filed with the SEC on January 16, 2026) 10.15 Lease, effective July 18, 2023, by and between Westcore CG Potomac Park, LLC and York Space Systems LLC (incorporated by reference to Exhibit 10.15 to the Registration Statement on Form S-1 filed with the SEC on January 16, 2026) 19.1* Insider Trading Policy 21.1* Subsidiaries of the Registrant 23.1* Consent of Grant Thornton LLP 31.1* Certification of Principal Executive Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 31.2* Certification of Principal Financial Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 32.1** Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, As Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 32.2** Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 97* Compensation Recoupment (Clawback) Policy of York Space Systems Inc. * Filed herewith ** Furnished herewith (such certification shall not be deemed “filed” for purposes of Section 18 of the Exchange Act, except to the extent that the Company specifically incorporates it by reference). + Indicates a management contract or compensatory plan or agreement. Item 16. Form 10-K Summary None. 140 Table of Contents SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. Date: March 19, 2026 York Space Systems Inc. By: /s/ Dirk Wallinger Dirk Wallinger Chief Executive Officer Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, this report has been signed by the following persons on behalf of the registrant and in the capacities and on the dates indicated. Signature Title Date /s/ Dirk Wallinger Chief Executive Officer and Director Dirk Wallinger (Principal Executive Officer ) March 19, 2026 /s/ Kevin Messerle Chief Financial Officer Kevin Messerle (Principal Financial Officer) March 19, 2026 /s/ Brian Frantz Chief Accounting Officer Brian Frantz (Principal Accounting Officer) March 19, 2026 /s/ Kirk Konert Kirk Konert Chairman of the Board of Directors March 19, 2026 /s/ Andrew Boyd Andrew Boyd Director March 19, 2026 /s/ Reggie Brothers Reggie Brothers Director March 19, 2026 /s/ Tamra Erwin Tamra Erwin Director March 19, 2026 /s/ Tyler Letarte Tyler Letarte Director March 19, 2026 /s/ General (RET) James McConville General (RET) James McConville Director March 19, 2026 141