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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

___________________________

FORM 10-Q

___________________________

(Mark One)


x			QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2026


o			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ________ to _________

Commission File Number: 001-42694

___________________________

VOYAGER TECHNOLOGIES, INC.

___________________________

(Exact name of Registrant as specified in Charter)


Delaware						84-2754888
(State or other jurisdiction of incorporation or organization)						(I.R.S. Employer Identification No.)
1225 17th Street, Suite 1100 Denver, Colorado						80202
(Address of principal executive offices)						(Zip Code)

(303) 500-6985

Registrant’s telephone number, including area code

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Class A Common Stock, par value $0.0001 per share

VOYG

New York Stock Exchange

Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No o

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

Indicate by check mark whether the Registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the Registrant was required to submit such files). Yes x No o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.


Large accelerated filer	o	Accelerated filer	o
Non-accelerated filer	x	Smaller reporting company	o
		Emerging growth company	x

If an emerging growth company, indicate by check mark if the Registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o

Indicate by check mark whether the Registrant is a shell company (as defined by Rule 12b-2 of the Exchange Act). Yes o No x

There were 53,503,581 shares of registrant’s Class A common stock and 5,758,566 shares of Class B common stock outstanding as of May 1, 2026.

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

FORWARD-LOOKING STATEMENTS

This Quarterly Report on Form 10-Q (the “Quarterly Report”) contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. We intend such forward-looking statements to be covered by the safe harbor provisions for forward-looking statements contained in Section 27A of the Securities Act of 1933, as amended (the “Securities Act”) and Section 21E of the Securities Exchange Act of 1934 (the “Exchange Act”). All statements other than statements of historical fact contained in this Quarterly Report should be considered forward-looking, including, but not limited to, statements regarding our future results of operations and financial position, business strategy, expected market opportunity, expected grants, funding and milestones, competition for future funding, expected benefits from the completion and commercialization of the commercial space station ("Starlab"), anticipated funding for Starlab operations, expected backlog conversion, plans and objectives of management for future operations and growth and anticipated costs and capital expenditures. These statements involve known and unknown risks, uncertainties and other important factors that may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements.

Without limiting the foregoing, in some cases, you can identify forward-looking statements by terms such as “aim,” “anticipate,” “believe,” “can,” “continue,” “could,” “estimate,” “expect,” “forecast,” “goal,” “intend,” “may,” “might,” “plan,” “possible,” “potential,” “predict,” “project,” “should,” “target,” “will,” “would” or the negative of these terms or other similar expressions, although not all forward-looking statements contain these words. Forward-looking statements are based on our management’s beliefs and assumptions and on information currently available to us. Such beliefs and assumptions may or may not prove to be correct. These forward-looking statements speak only as of the date of this Quarterly Report and are subject to a number of known and unknown risks, uncertainties and assumptions, including but not limited to:

•our ability to generate, sustain and manage our growth given our limited operating history in an evolving industry;

•factors out of our control that affect our success and revenue growth;

•our ability to generate a sustainable order rate for our products and services and develop new technologies to meet customer needs;

•our compliance with development contracts with third-parties and losses from fixed price contracts;

•our history of losses and ability to achieve profitability;

•risks related to Starlab;

•the unpredictable environment of space;

•our customer concentration and risks with contracting with the U.S. government;

•risk related to our international operations, currency fluctuations and political or economic instability in markets in which we operate;

•risks related to our compliance with new or existing data privacy, cybersecurity and other applicable regulations;

•risks related to adverse global market, economic and political conditions, including military conflicts or terrorist acts, pandemics and other catastrophic events;

•risks related to our potential reincorporation to Texas; and

•other important factors discussed in the sections entitled “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in this Quarterly Report and Part II, Item 7. “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and Part I, Item 1A. “Risk Factors” in our Annual Report filed March 10, 2026.

These risks could cause our actual results to differ materially from those implied by forward-looking statements in this Quarterly Report. Moreover, we operate in an evolving environment. New risk factors and uncertainties may emerge from time to time, and it is not possible for management to predict all risk factors and uncertainties. Even if our results of operations, financial condition and liquidity and the development of the industry in which we operate are consistent with the forward-looking statements contained in this Quarterly Report, those results or developments may not be indicative of results or developments in subsequent periods.

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

You should read this Quarterly Report and the documents that we reference herein completely and with the understanding that our actual future results may be materially different from what we expect. We qualify all of our forward-looking statements by these cautionary statements. Except as required by applicable law, we have no obligation to update or revise any forward-looking statements contained herein, whether as a result of any new information, future events, changed circumstances or otherwise.

As used in this Quarterly Report, unless the context otherwise requires, references to “we,” “us,” “our,” “our business,” the “Company,” “Voyager,” “Voyager Technologies,” and similar references refer to Voyager Technologies, Inc. and, where appropriate, Voyager Technologies, Inc. together with its consolidated subsidiaries.

Market, Industry and Other Data

The market data, industry data and other statistical information used in this Quarterly Report are based on independent industry publications, reports by market research firms or other published independent sources. Industry publications generally state that the information contained therein has been obtained from sources believed to be reliable, but there can be no assurance as to the accuracy or completeness of included information. We have not independently verified any of the data from third-party sources, nor have we ascertained the underlying economic assumptions relied upon therein. Certain market, ranking and industry data included in this Quarterly Report are based on the estimates of our management. These estimates have been derived from our management’s knowledge and experience in the markets in which we operate, as well as information obtained from surveys, reports by market research firms, trade and business organizations and other contacts in the markets in which we operate. We believe these management estimates are reliable; however, no independent sources have verified such surveys and estimates. Unless otherwise noted, all of our market share and market position information presented in this Quarterly Report is an approximation based on management’s knowledge. References herein to our being a leader in a market refer to our belief that we have a leading market share position in each such specified market, unless the context otherwise requires. In addition, the discussion herein regarding our various markets is based on how we define the markets for our solutions. Certain estimates of market opportunity, forecasts or market growth and other forward-looking information included in this Quarterly Report involve risks and uncertainties and are subject to change based on various factors.

Website Disclosure

Investors and others should note that Voyager announces material financial and operational information to its investors using press releases, Securities and Exchange Commission (“SEC”) filings and public conference calls and webcasts, as well as its investor relations site at investors.voyagertechnologies.com. Voyager may also use its website as a distribution channel of material information about the company. In addition, you may automatically receive email alerts and other information about Voyager when you enroll your email address by visiting the “Investor Email Alerts” option under the Resources tab on investors.voyagertechnologies.com.

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

TABLE OF CONTENTS


			Page
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements (Unaudited)			6
Condensed Consolidated Balance Sheets			7
Condensed Consolidated Statement s of Operations			8
Condensed Consolidated Statements of Comprehensive Loss			9
Condensed Consolidated Statements of Equity (Deficit) and Mezzanine Equity			10
Condensed Consolidated Statements of Cash Flows			11
Notes to Condensed Consolidated Financial Statements			12
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations			31
Item 3. Quantitative and Qualitative Disclosures About Market Risk			51
Item 4. Controls and Procedures			52
Part II . O THER INFORMATION
Item 1. Legal Proceedings			53
Item 1A. Risk Factors			53
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds			53
Item 5. Other Information			53
Item 6. Exhibits			54
SIGNATURES			55

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

PART I. FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

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

Voyager Technologies, Inc.
CONDENSED CONSOLIDATED BALANCE SHEETS
(Unaudited, in thousands, except share amounts)


	March 31, 2026		December 31, 2025
ASSETS
Current assets:
Cash and cash equivalents	$	429,361	$	491,329
Accounts receivable, net	12,163		29,819
Contract assets	35,796		29,786
Inventories	5,720		3,825
Prepaid expenses and other current assets	25,664		26,541
TOTAL CURRENT ASSETS	508,704		581,300
Property and equipment, net	191,433		164,286
Operating lease right-of-use assets	41,900		18,164
Intangible assets, net	94,749		98,982
Goodwill	157,674		157,674
Other assets	29,259		30,048
TOTAL ASSETS(1)	$	1,023,719	$	1,050,454

LIABILITIES AND EQUITY
Current liabilities:
Accounts payable	$	19,851	$	27,386
Contract liabilities	16,919		24,338
Operating lease liabilities	6,757		5,831
Accrued expenses and other current liabilities	67,726		75,472
TOTAL CURRENT LIABILITIES	111,253		133,027
Operating lease liabilities, non-current	36,296		13,336
Contract liabilities, non-current	7,903		7,899
Convertible notes, net	448,268		447,634
Deferred tax liabilities	12,021		8,858
Other long-term liabilities	3,506		10,167
TOTAL LIABILITIES(1)	$	619,247	$	620,921
Commitments and Contingencies (Note 17)








Class A common stock: $0.0001 par value per share; 400,000,000 shares authorized, 54,855,919 shares issued and 53,350,242 shares outstanding at March 31, 2026, 400,000,000 shares authorized, 54,546,859 shares issued, and 53,383,859 shares outstanding at December 31, 2025	5		5
Class B common stock: $0.0001 par value per share; 50,000,000 shares authorized, 5,758,566 shares issued and outstanding at March 31, 2026; 50,000,000 shares authorized and 5,758,566 shares issued and outstanding at December 31, 2025	1		1
Additional paid-in capital	823,076		797,438
Treasury stock, at cost	(35,880)		(27,702)
Accumulated other comprehensive loss	(64)		(95)
Accumulated deficit	(429,910)		(385,927)
Total Voyager Technologies, Inc. equity	357,228		383,720
Noncontrolling interests	47,244		45,813
TOTAL EQUITY	404,472		429,533
TOTAL LIABILITIES AND EQUITY	$	1,023,719	$	1,050,454

________________________

(1) Includes balances associated with a consolidated variable interest entity (“VIE”), including amounts reflected in “TOTAL ASSETS” that can only be used to settle obligations of the VIE as well as liabilities of the VIE reflected within “TOTAL LIABILITIES” for which creditors do not have recourse to the general credit of Voyager. See “Notes to Condensed Consolidated Financial Statements—Note 16, “Joint Venture”, for additional information.

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

Voyager Technologies, Inc.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited, in thousands, except share and per share amounts)


	Three Months Ended
	March 31, 2026		March 31, 2025
Net sales	$	35,246	$	34,507
Cost of sales	36,792		28,922
Gross (loss) profit	(1,546)		5,585
Operating expenses:
Selling, general, and administrative	31,357		26,286
Research and development	7,511		4,040

Amortization of acquired intangibles	4,233		1,548
Loss from operations	(44,647)		(26,289)
Other income (expense):

Finance and interest expense, net	(2,114)		(2,729)
Other income, net	4,043		1,137
Loss before income taxes	(42,718)		(27,881)
Income tax expense	3,226		48
Net loss	(45,944)		(27,929)
Net loss attributable to noncontrolling interests	(1,961)		(991)
Net loss attributable to Voyager Technologies, Inc.	(43,983)		(26,938)
Less: dividends accrued on preferred stock	—		6,001
Net loss available to common shareholders	$	(43,983)	$	(32,939)

Net loss per common share:
Basic	$	(0.75)	$	(2.30)
Diluted	$	(0.75)	$	(2.30)
Weighted-average shares outstanding:
Basic	58,339,505		14,339,521
Diluted	58,339,505		14,339,521

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

Voyager Technologies, Inc.
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS
(Unaudited, in thousands)


	Three Months Ended
	March 31, 2026		March 31, 2025
Net loss	$	(45,944)	$	(27,929)
Other comprehensive income (loss), net of tax:
Foreign currency translation adjustments	31		(22)
Total comprehensive loss	(45,913)		(27,951)
Comprehensive loss attributable to noncontrolling interests	(1,961)		(991)
Comprehensive loss attributable to Voyager Technologies, Inc.	$	(43,952)	$	(26,960)

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

Voyager Technologies, Inc.
CONDENSED CONSOLIDATED STATEMENTS OF EQUITY (DEFICIT) and MEZZANINE EQUITY
(Unaudited, in thousands)


	Class A and Class B Common Stock												Additional Paid-in Capital		Accumulated Other Comprehensive Loss		Accumulated Deficit				Total Voyager Technologies, Inc. Equity (Deficit)	Non-controlling Interests		Total Equity (Deficit)		Total Mezzanine Equity
	Class A			Class B			Common Stock			Preferred Stock									Treasury Stock
	Shares	Amount		Shares	Amount		Shares	Amount		Shares	Amount								Shares	Amount
Balance at December 31, 2025	53,384	$	5	5,759	$	1	—	$	—	—	$	—	$	797,438	$	(95)	$	(385,927)	1,163	(27,702)	383,720	$	45,813	$	429,533	$	—
Net loss	—	—		—	—		—	—		—	—		—		—		(43,983)		—	—	(43,983)	(1,961)		(45,944)		—
Foreign currency translation adjustments	—	—		—	—		—	—		—	—		—		31		—		—	—	31	—		31		—
Stock-based compensation	—	—		—	—		—	—		—	—		4,049		—		—		—	—	4,049	—		4,049		—
Options & Warrants Exercised	322	—		—	—		—	—		—	—		3,643		—		—		—	—	3,643	—		3,643		—
Unvested RSAs granted	3	—		—	—		—	—		—	—		—		—		—		—	—	—	—		—		—
Unvested RSAs forfeited	(18)	—		—	—		—	—		—	—		—		—		—		—	—	—	—		—		—
Vested RSUs	2	—		—	—		—	—		—	—		—		—		—		—	—	—	—		—		—
Physical settlement of prepaid forward	(343)	—		—	—		—	—		—	—		8,178		—		—		343	(8,178)	—			—		—
Equity exchanged for services	—	—		—	—		—	—		—	—		2,000		—		—		—	—	2,000	—		2,000		—
Reclass of Warrants	—	—		—	—		—	—		—	—		4,028		—		—		—	—	4,028	—		4,028		—
Sale of noncontrolling interest	—	—		—	—		—	—		—	—		3,740		—		—		—	—	3,740	3,392		7,132		—
Balance at March 31, 2026	53,350	$	5	5,759	$	1	—	$	—	—	$	—	$	823,076	$	(64)	(429,910)		1,506	(35,880)	357,228	47,244		404,472		$	—


	Class A and Class B Common Stock												Additional Paid-in Capital		Accumulated Other Comprehensive Loss		Accumulated Deficit				Total Voyager Technologies, Inc. Equity (Deficit)	Non-controlling Interests		Total Equity (Deficit)		Total Mezzanine Equity
	Class A			Class B			Common Stock			Preferred Stock									Treasury Stock
	Shares	Amount		Shares	Amount		Shares	Amount		Shares	Amount								Shares	Amount
Balance at December 31, 2024	—	$	—	—	$	—	13,297	$	1	4,824	$	196,299	$	15,081	$	28	$	(281,113)	—	—	(69,704)	$	3,704	$	(66,000)	$	125,927
Net loss	—	—		—	—		—	—		—	—		—		—		(26,938)		—	—	(26,938)	(942)		(27,880)		(49)
Foreign currency translation adjustments	—	—		—	—		—	—		—	—		—		(22)		—		—	—	(22)	—		(22)		—
Stock-based compensation	—	—		—	—		—	—		—	—		1,723		—		—		—	—	1,723	—		1,723		—
Options & Warrants Exercised	—	—		—	—		1	—		—	—		114		—		—		—	—	114	—		114		—
Issuance of Common stock, net	—	—		—	—		1,611	—		—	—		43,117		—		—		—	—	43,117	—		43,117		—
Issuance of Class C preferred stock, net	—	—		—	—		—	—		2,315	94,847		—		—		—		—	—	94,847	—		94,847		—
Dividends accrued or settled on Class B convertible preferred stock	—	—		—	—		—	—		—	2,147		(2,147)		—		—		—	—	—	—		—		—
Dividends accrued or settled on Class A-1 redeemable preferred stock	—	—		—	—		—	—		—	—		(3,853)		—		—		—	—	(3,853)	—		(3,853)		3,853
Shares issued for services	—	—		—	—		138	—		—	—		3,000		—		—		—	—	3,000	—		3,000		—
Purchase of noncontrolling interest	—	—		—	—		220	—		—	—		4,787		—		—		—	—	4,787	—		4,787		(4,787)
Balance at March 31, 2025	—	$	—	—	$	—	15,267	$	1	7,139	$	293,293	$	61,822	$	6	$	(308,051)	—	—	47,071	$	2,762	$	49,833	$	124,944

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

Voyager Technologies, Inc.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited, in thousands)


	Three Months Ended
	March 31, 2026		March 31, 2025
Cash Flows from Operating Activities:
Net loss	$	(45,944)	$	(27,929)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization	6,033		2,602
Stock-based compensation	4,112		1,723
Amortization of operating lease right-of-use assets	1,205		670
Amortization of debt issuance costs and other non-cash interest expense	994		1,291
Deferred taxes	3,163		65
Non-cash services acquired	4,375		10,115
Other	(77)		(73)
Change in operating assets and liabilities, net of acquisitions:
Accounts receivable	14,054		7,528
Prepaid expenses and other current assets	(2,231)		(3,165)
Contract assets	(6,010)		(1,227)
Inventories	(1,895)		284
Other assets	596		(485)
Accounts payable	(4,280)		(10)
Contract liabilities	(7,415)		(5,258)
Accrued expenses	(5,319)		252
Operating lease liabilities	(1,055)		(756)
Other liabilities	(18)		19
Net cash used in operating activities	$	(39,712)	$	(14,354)

Cash Flows from Investing Activities:
Purchases of property and equipment	(51,116)		(26,970)
Grant funding for property and equipment	24,034		18,000
Acquisition working capital settlement	(5,837)		—
Net cash used in investing activities	$	(32,919)	$	(8,970)

Cash Flows from Financing Activities:
Proceeds from the exercise of stock options	3,643		114
Proceeds from the issuance of Common stock, net	—		43,161
Proceeds from the issuance of Class C preferred stock, net	—		99,449
Sale of noncontrolling interest	7,039		—
2024 convertible note	—		130

Net cash provided by financing activities	$	10,682	$	142,854

Effect of foreign exchange on cash and cash equivalents	$	(19)	$	28
Net (decrease) increase in cash and cash equivalents	(61,968)		119,558
Cash and cash equivalent at the beginning of the period	491,329		55,930
Cash and cash equivalents at the end of the period	$	429,361	$	175,488

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

Notes to Condensed Consolidated Financial Statements
(Tabular amounts in thousands of dollars, unless otherwise noted)

1. ORGANIZATION

Nature of Business

Voyager Technologies, Inc. (“Voyager” or the “Company”), incorporated in the state of Delaware on August 15, 2019, is a purpose-built, innovation-driven defense and space technology company focused on delivering mission-critical solutions across national security, space exploration and infrastructure and commercial space markets. Voyager’s business model leverages global public-private partnerships to deliver mission-critical capabilities and on-orbit services to civil and defense government agencies, academic and research institutions, and private sector players. Voyager has enabled thousands of payloads, systems, and hardware elements to enter space while also working to develop next generation space stations. Voyager’s products and capabilities under continuous development include Starlab, a privately owned, free-flying crewed space station; advanced spacecraft communications; and its controllable solid-state propulsion technology.

Segments

The Company consists of diversified solutions across two business segments: (i) Defense and Space Technologies (as described below) and (ii) Starlab Space Stations. Since 2019, Voyager has accomplished significant achievements in each of these segments, including the successful deployment of first-of-its-kind missile defense maneuvering capabilities, the development of groundbreaking space technology and the selection by NASA to develop a replacement for the International Space Station ("ISS"). See Note 13, "Segment Reporting", for further information.

Initial Public Offering

In June 2025, the Company completed its initial public offering (“IPO”) of an aggregate of 14,200,645 shares of its Class A common stock, par value $0.0001 (“Class A common stock”), which includes the exercise in full by the underwriters of their option to purchase an additional 1,852,258 shares of Class A common stock, at a public offering price of $31.00 per share. The Company received aggregate proceeds of $409.4 million, net of underwriting discounts. In connection with the IPO, the Company amended and restated its certificate of incorporation and reclassified all outstanding Common stock into Class A common stock. The Company also converted all outstanding shares of Class A-1 Preferred Stock, Class B Preferred Stock, Class C Preferred Stock, and its SMI Promissory Note (as defined below) into an aggregate of 28,682,004 shares of Class A common stock and forfeited and cancelled all outstanding shares of Class A Preferred Stock pursuant to the terms of an exchange and forfeiture agreement. Finally, the Company exchanged an aggregate 5,713,566 shares of Class A common stock owned by Dylan Taylor, the Company's Chairman and Chief Executive Officer, for an equivalent number of shares of the Company's Class B common stock. The rights of the holders of Class A common stock and Class B common stock are identical, except with respect to voting, conversion and transfer rights.

Liquidity Risks and Uncertainties

Since inception, the Company has incurred cumulative losses from operations and had an accumulated deficit of $429.9 million and $308.1 million on March 31, 2026 and 2025, respectively. The Company’s principal sources of funding include its current cash balances, primarily consisting of net proceeds from its 2025 IPO, demand deposits, and money market mutual funds substantially all held within U.S. bank accounts, proceeds from the 2030 Convertible Notes, and ability to draw on its Credit Facility (Note 9, “Debt”). The Company will need to raise additional funds to meet its long-term strategic plans and management believes it will be able to obtain additional financing to fund its operations. Management’s plans include, but are not limited to, generating revenue from engineering services and product sales to customers and seeking external sources of liquidity via a mix of equity and debt.

The Company believes its existing cash balances and cash from operations will be sufficient to fund ongoing operations through at least one year from the issuance date of its condensed consolidated financial statements. However, there can be no assurance that the Company will be successful in achieving its strategic plans, that the Company’s cash balance and future capital raises will be sufficient to support its ongoing operations, or that any additional financing will be available in a timely manner or on acceptable terms, if at all. If the Company is unable

Notes to Condensed Consolidated Financial Statements
(Tabular amounts in thousands of dollars, unless otherwise noted)

to raise sufficient financing when needed or events or circumstances occur such that the Company does not meet its strategic plans, the Company may be required to reduce certain discretionary spending and may be unable to develop or enhance new and existing products, which could adversely affect its ability to achieve its intended business objectives. The Company, while made up of businesses that have historical track records of operations, is still in a growth phase and is continuing to make ongoing investments in growth opportunities. Future performance is not guaranteed and there could be factors within or outside the Company’s control that could unfavorably influence the Company’s ability to meet its goals.

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The unaudited accompanying condensed consolidated financial statements include the accounts of Voyager and its consolidated subsidiaries, and have been prepared in conformity with accounting principles generally accepted in the United States of America (“GAAP”). In the opinion of management, the condensed consolidated financial statements include all adjustments, consisting of adjustments associated with acquisition accounting and normal recurring adjustments, necessary for the fair statement of the results for the periods presented. All intercompany balances and transactions have been eliminated in consolidation.

These unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and the related notes thereto included in the Company's Annual Report on Form 10-K for the year ended December 31, 2025, which was filed with the SEC on March 10, 2026. Interim results are not necessarily indicative of the results that may be expected for a full year.

Common Stock Split

On June 2, 2025, the Company effected a 1.5-for-1 forward split of its Common stock and a proportionate increase in the number of authorized shares. All share and per share information, including share-based compensation, throughout the unaudited interim condensed consolidated financial statements has been retroactively adjusted to reflect the stock split. The shares of Common stock retain a par value of $0.0001 per share. Accordingly, an amount equal to the par value of the increased shares resulting from the stock split was reclassified from Additional paid-in capital to Class A common stock and Class B common stock.

Use of Estimates

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Some of these judgments can be subjective and complex, and, consequently, actual results may differ from these estimates. On an ongoing basis, management evaluates its estimates, including those related to the valuation of acquired intangibles, intangibles, long-lived assets, realization of tax assets and estimates of tax liabilities, valuation of equity securities and financial instruments, estimated useful lives of long-lived assets, and reported amounts of revenues and expenses during the reporting period.

Estimates and assumptions are based on current facts, historical experience, and various other factors believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and the recording of revenues and expenses that are not readily apparent from other sources. Actual results may differ materially and adversely from these estimates. To the extent there are material differences between the estimates and actual results, the Company’s future results of operations could be affected.

Notes to Condensed Consolidated Financial Statements
(Tabular amounts in thousands of dollars, unless otherwise noted)

3. RECENT ACCOUNTING PRONOUNCEMENTS

Reporting Comprehensive Income - Expense Disaggregation Disclosures

In November 2024, the FASB issued ASU No. 2024-03 Comprehensive Income (Topic 220): Disaggregation of Income Statement Expenses. The ASU requires a tabular disclosure of the amounts of specified natural expense categories included in each relevant expense caption. Additionally, the amendments require the disclosure of the total amount of selling expenses and, in annual reporting periods, an entity’s definition of selling expenses. The ASU will be effective for annual reporting periods beginning after December 15, 2026, and interim periods within annual reporting periods beginning after December 15, 2027 and will be applied on a prospective basis with the option to apply the standard retrospectively. The Company is currently evaluating the impact on its disclosures of adopting this new pronouncement.

Government Grants

In December 2025, the FASB issued ASU No. 2025-10 Government Grants (Topic 832): Accounting for Government Grants Received by Business Entities. This ASU adds guidance to ASC 832 on the recognition, measurement and presentation of government grants. It provides new authoritative rules for for-profit business accounting for government grants, defining how to recognize, measure, present and disclose them. The ASU will be effective for annual reporting periods beginning after December 15, 2028, and interim reporting periods within those annual reporting periods. The Company is currently evaluating the impact on its disclosures of adopting this new pronouncement and is not expected to have a material impact on the Company's financial position.

4. ACQUISITIONS

ExoTerra Resource, LLC

On October 24, 2025, the Company acquired 100% of the equity securities of ExoTerra Resource, LLC (“ExoTerra”) for $93.4 million in consideration, which was comprised of $69.4 million in cash, $10.8 million in equity, $7.4 million in contingent consideration and $5.8 million in post-closing net working capital adjustments. The $5.8 million in post-closing net working capital adjustments was settled and paid during the three months ended March 31, 2026. ExoTerra aims to reduce the cost of space exploration by developing affordable technologies that minimize spacecraft mass, including high efficiency propulsion, miniaturization, In Situ resource utilization and reusable infrastructure. ExoTerra develops systems and technologies that solve the needs of micro-satellite constellations in the space industry. As of the acquisition date, ExoTerra was consolidated into the Company’s Defense and National Security reporting segment. Effective during the three months ended March 31, 2026, the Defense and National Security reporting segment is included within the Defense and Space Technologies reporting segment. See Note 13, "Segment Reporting", for further information.

Estes Energetics

On November 19, 2025, the Company acquired 100% of the equity securities of Estes Energetics (“Estes”) for $64.1 million in consideration, which was comprised of $54.6 million in cash and $9.5 million in equity. Estes designs and manufactures energetics and propulsion materials critical to U.S. defense and space systems. Estes is vertically integrated in the production of energetics, propulsion materials, and critical chemical compounds supporting missile defense, tactical munitions and space propulsion. As of the acquisition date, Estes was consolidated into the Company’s Defense and National Security reporting segment. Effective during the three months ended March 31, 2026, the Defense and National Security reporting segment is included within the Defense and Space Technologies reporting segment. See Note 13, "Segment Reporting", for further information.

During the year ended December 31, 2025, the Company expensed as incurred acquisition-related costs of approximately $3.5 million related to ExoTerra and Estes. These costs were not included in the total purchase consideration paid by the Company and are included in selling, general, and administrative within its consolidated statements of operations. During the three months ended March 31, 2026, the Company expensed as incurred immaterial acquisition-related costs.

Notes to Condensed Consolidated Financial Statements
(Tabular amounts in thousands of dollars, unless otherwise noted)

The purchase price allocations for the Company’s acquisitions during 2025 are preliminary and subject to adjustment as the estimates, assumptions, valuations, and other analyses have not yet been finalized. The following table presents the provisional fair values of the assets acquired and liabilities assumed by the Company through the acquisitions of ExoTerra and Estes as of their respective acquisition dates:


	ExoTerra		Estes
ASSETS
Cash and cash equivalents	$	1,612	$	3,216
Accounts receivable	2,191		2,252
Contract assets	9,504		859
Inventories	970		1,455
Prepaid expenses and other current assets	2,622		122
Property and equipment	6,240		12,716
Operating lease right-of-use assets	6,366		3,286
Intangible asset - Trade name	2,200		2,100
Intangible asset - Customer relationships	3,400		15,000
Intangible asset - Developed technology	19,100		15,700
Goodwill(1)	57,290		28,276
Other assets	223		—
TOTAL ASSETS	111,718		84,982

LIABILITIES
Accounts payable	1,393		259
Contract liabilities	7,657		5,558
Operating lease liabilities	631		602
Accrued expenses and other current liabilities	2,903		3,707
Operating lease liabilities, non-current	5,735		2,684
Deferred tax liabilities	—		7,432
Other long-term liabilities	—		590
TOTAL LIABILITIES	18,319		20,832

Net assets acquired	$	93,399	$	64,150

__________________

(1)The acquired goodwill represents synergies with the Company’s Defense and Space Technologies segment. All of the goodwill acquired is tax deductible for ExoTerra, as the tax basis of goodwill exceeds the acquired goodwill. None of the goodwill acquired is tax deductible for Estes.

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

Asset Class

ExoTerra

Estes

Trade name

2 years

20 years

Customer relationships

5 years

4 years to 10 years

Developed technology

6 years

20 years

Notes to Condensed Consolidated Financial Statements
(Tabular amounts in thousands of dollars, unless otherwise noted)

ElectroMagnetic Systems, Inc.

On August 6, 2025, the Company acquired 100% of the equity securities of ElectroMagnetic Systems, Inc. (“EMSI”) for $32.7 million in consideration, which was comprised of $27.0 million in cash and $5.7 million in Class A common stock. EMSI is a radar AI software company serving high-priority U.S. defense and intelligence missions. EMSI specializes in synthetic aperture radar (“SAR”) exploitation using proprietary AI/ML models and synthetic training data pipelines. As of the acquisition date, EMSI was consolidated into the Company’s Defense and National Security reporting segment. Based on preliminary analysis, the total fair value for the purchase was attributed to tangible assets of $3.9 million, intangible assets of $9.6 million, inclusive of $5.4 million for developed technology and $3.8 million for customer relationships/backlog, and goodwill of $21.6 million, offset by liabilities assumed of $2.4 million. The intangible assets are expected to be amortized over two to ten years. The acquired goodwill represents synergies with the Company’s Defense and National Security segment, and none of the goodwill acquired is tax deductible. Effective during the three months ended March 31, 2026, the Defense and National Security reporting segment is included within the Defense and Space Technologies reporting segment. See Note 13, "Segment Reporting", for further information. This acquisition was not considered material, individually or in the aggregate to the Company’s condensed consolidated financial statements or segment results.

Optical Physics Company

On May 2, 2025, the Company acquired 100% of the equity securities of Optical Physics Company (“OPC”) for $9.5 million in consideration, which was comprised of $6.7 million in cash, $1.0 million in Common stock and $1.8 million in contingent consideration. OPC provides competencies in building high precision optics; opto-mechanical assemblies and associated electronics, computer interfacing, signal acquisition and signal processing. As of the acquisition date, OPC was consolidated into the Company’s Defense and National Security reporting segment. Effective during the three months ended March 31, 2026, the Defense and National Security reporting segment is included within the Defense and Space Technologies reporting segment. See Note 13, "Segment Reporting", for further information. The total fair value for the purchase was attributed to tangible assets of $2.1 million, intangible assets of $5.5 million and goodwill of $4.0 million, offset by liabilities assumed of $2.1 million. All intangible assets are expected to be amortized over five years. This acquisition was not considered material, individually or in the aggregate to the Company’s condensed consolidated financial statements or segment results. None of the goodwill acquired is tax deductible.

5. ACCOUNTS RECEIVABLE, NET


	March 31, 2026		December 31, 2025
Accounts receivable, billed	$	12,261	$	29,917
Allowance for expected credit losses	(98)		(98)
Accounts receivable, net	$	12,163	$	29,819

Notes to Condensed Consolidated Financial Statements
(Tabular amounts in thousands of dollars, unless otherwise noted)

6. PROPERTY AND EQUIPMENT, NET


	March 31, 2026		December 31, 2025
Equipment in orbit	$	19,533	$	19,533
Machinery and equipment	13,922		13,183
Leasehold improvements	3,689		3,187
Construction in progress	171,213		143,869
Building	906		906
IT related equipment	4,839		3,832
Property and equipment, gross	214,102		184,510
Less: Accumulated depreciation	(22,669)		(20,224)
Property and equipment, net	$	191,433	$	164,286

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

7. LEASES

The Company has operating leases which primarily consist of building and property lease rentals with remaining terms of 1 year to 38 years. The Company had immaterial finance leases as of March 31, 2026.

During the three months ended March 31, 2026, the Company commenced a new facility lease in Long Beach, California, which expands the Company's ability to capture the significant demand across defense, national security, civil and space missions. As a result of this new facility lease, the Company recognized an initial right-of-use operating lease asset and liability of $24.1 million and the duration of the lease is through October 2034. There have been no other material changes in the Company's lease portfolio since December 31, 2025.

8. ACCRUED EXPENSES


	March 31, 2026		December 31, 2025
Accrued compensation	$	11,490	$	18,708
Accrued expenses	24,100		22,222
Accrued taxes	1,343		1,285
Accrued earnout, current	7,293		413
Other current liabilities(1)	23,500		32,844
Total accrued expenses	$	67,726	$	75,472

__________________

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

9. DEBT

2030 Convertible Notes

On November 12, 2025, the Company issued new debt in the form of Convertible Senior Notes (the “2030 Convertible Notes”) in a private placement to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended. The Company issued an aggregate principal amount of $435.0 million with an option to the initial purchasers of the 2030 Convertible Notes to purchase up to an additional $65.0 million aggregate principal to cover overallotments. On November 24, 2025, the initial purchasers of the 2030 Convertible Notes exercised the option to purchase an additional $25.0 million principal of 2030 Convertible Notes. The 2030 Convertible Notes are general unsecured obligations of the Company and will mature on November 15, 2030, unless earlier converted, redeemed, or repurchased. The 2030 Convertible Notes will accrue interest at a rate of 0.75% per annum, payable semi-annually in arrears on May 15 and November 15 of each year, beginning on May 15, 2026.

Notes to Condensed Consolidated Financial Statements
(Tabular amounts in thousands of dollars, unless otherwise noted)

The total net proceeds from the offering, after deducting debt issuance costs, was $447.3 million. The 2030 Convertible Notes were issued pursuant to, and are governed by, an indenture (the “Indenture”), dated as of November 12, 2025, between the Company and U.S. Bank Trust Company, National Association, as trustee.

Each $1,000 of principal of the 2030 Convertible Notes will initially be convertible into 32.2799 shares of Class A common stock under circumstances specified in the Indenture, equal to an initial conversion price of approximately $30.98 per share, to be settled in Class A common stock, cash, or a combination thereof at the Company’s election. The conversion rate and conversion price will be subject to customary adjustments upon the occurrence of certain events. Initially, the maximum number of shares of Class A common stock that are potentially issuable upon conversion of the 2030 Convertible Notes is 19,303,394 shares, based on an initial maximum conversion rate of 41.9639 if all of the 2030 Convertible Notes are settled in shares of Class A common stock. These shares have been excluded from the computation of diluted earnings per share as the effect would be anti-dilutive in a net loss position.

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

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

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

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

(4)if the Company calls notes for redemption; and

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

The notes are redeemable in whole or in part after November 20, 2028 and on or before the 50th scheduled trading day immediately before the maturity date, at the option of the Company, but only if (i) the 2030 Convertible Notes are “Freely Tradable” (as defined in the Indenture) as of the date the Company sends the related redemption notice and all accrued and unpaid additional interest, if any, has been paid in full, as of the first interest payment date occurring on or before the date the Company sends such notice; and (ii) the last reported sales price per share of the Class A common stock is greater than 130% of the conversion price. If the 2030 Convertible Notes are not repurchased, redeemed, or converted prior to maturity, they will be settled at a cash price equal to principal plus any unpaid interest.

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

As of March 31, 2026, the principal outstanding is $460.0 million. As of March 31, 2026, the conditions allowing holders of the 2030 Convertible Notes to convert have not been met. The Company accounted for the issuance of the 2030 Convertible Notes as a single long-term liability measured at its amortized cost, as no other embedded features require bifurcation and recognition as derivatives.

Debt discount and issuance costs related to the 2030 Convertible Notes totaled $12.7 million for the year ended December 31, 2025. These costs are amortized to finance and interest expense, net, included within other income (expense), net on the Company’s condensed consolidated statements of operations over the contractual term of the notes. The 2030 Convertible Notes mature on November 15, 2030. For the three months ended March 31, 2026, there was $0.6 million in amortization of debt discount and issuance costs and interest was $0.9 million. The effective interest rate for the 2030 Convertible Notes is 1.33%.

Notes to Condensed Consolidated Financial Statements
(Tabular amounts in thousands of dollars, unless otherwise noted)

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


	March 31,		December 31,
	2026		2025
Principal	$	460,000	$	460,000
Unamortized debt issuance costs	(11,732)		(12,366)
Net carrying amount	$	448,268	$	447,634

As of March 31, 2026, the total estimated fair value of the 2030 Convertible Notes was $566.9 million. The estimated fair value of the 2030 Convertible Notes was based on a lattice pricing model and is considered to be a Level 3 measurement of the fair value hierarchy.

Capped Call Transactions

In connection with the pricing of the 2030 Convertible Notes, the Company entered into privately negotiated capped call transactions (the “Capped Call Transactions”) with certain of the initial purchasers in the offering of the 2030 Convertible Notes or their affiliates and certain other financial institutions. Pursuant to the Capped Call Transactions, the Company used approximately $66.7 million of the net proceeds from the offering of the 2030 Convertible Notes to fund the Capped Call Transactions. The Capped Call Transactions cover, subject to customary adjustments, the number of shares of Class A common stock initially underlying the 2030 Convertible Notes.

The Capped Call Transactions are expected generally to reduce the potential dilution to holders of the Company’s Class A common stock upon any conversion of the 2030 Convertible Notes and/or offset any potential cash payments the Company is required to make in excess of the principal amount of 2030 Convertible Notes upon conversion of the 2030 Convertible Notes in the event that the market price per share of the Class A common stock is greater than the strike price of the Capped Call Transactions, with such reduction and/or offset subject to a cap. The cap price of the Capped Call Transactions was $59.58 per share, which represented a premium of approximately 150.0% over the last reported sale price of the Class A common stock on November 6, 2025, and is subject to certain adjustments under the terms of the Capped Call Transactions.

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

Prepaid Forward

In connection with the offering of the 2030 Convertible Notes, the Company entered into a prepaid forward stock purchase transaction (the “Prepaid Forward”) with one of the initial purchasers or its affiliates of the 2030 Convertible Notes (the “Forward Counterparty”). Pursuant to the Prepaid Forward, the Company has paid an aggregate of approximately $131.1 million and expects to receive an aggregate of 5,503,464 shares of Class A common stock. The initial aggregate number of shares of the Company’s Class A common stock underlying the Prepaid Forward is 5,503,464 shares. If the Company pays a cash dividend on its Class A common stock, then the Forward Counterparty is required to pay an equivalent amount to the Company. The maturity date for the Prepaid Forward is scheduled to be November 15, 2030, although it may be settled earlier in whole or in part. Upon settlement of the Prepaid Forward, at maturity or upon any early settlement, the Forward Counterparty will deliver to the Company the number of shares of Class A common stock underlying the Prepaid Forward or the portion thereof being settled early. The Prepaid Forward Transaction has been accounted for as a reduction to additional paid-in capital, and will be considered treasury stock upon physical settlement. The shares purchased under the Prepaid Forward are treated as a reduction in additional paid-in capital and are outstanding for purposes of the calculation of basic and diluted earnings per share until the Forward Counterparty physically delivers the shares underlying the Prepaid Forward to the Company. The shares will remain outstanding for legal purposes, including for purposes of any future stockholders’ votes, until the Forward Counterparty delivers the shares underlying the Prepaid Forward to the Company. The Company’s Prepaid Forward hedge transaction exposes the Company to credit risk to the extent that its counterparty may be unable to meet the terms of the transaction. The Company mitigates this risk by limiting its counterparty to a major financial institution.

Notes to Condensed Consolidated Financial Statements
(Tabular amounts in thousands of dollars, unless otherwise noted)

During the three months ended March 31, 2026, 343,200 shares were physically delivered to the Company and considered treasury stock, reducing total outstanding shares of Class A common stock. As of March 31, 2026, 343,200 shares have been physically delivered to the Company in connection with the Prepaid Forward.

Starlab Credit Facility

On December 18, 2025, the Company’s Joint Venture, Starlab Space LLC, entered into a credit agreement in the form of a revolving credit facility (the “Starlab Credit Facility”) with a syndicate of lenders, led by Texas Capital Bank (“TCB”), providing for aggregate commitments of $20.0 million. The proceeds will be used to provide working capital for operations, pay for expenses related to growth, as well as other general corporate purposes. The percentage of credit facility will be based on the amount of preferred equity raised. The Starlab Credit Facility has an initial maturity of three years from the closing date or upon denial of NASA contract. Borrowings under the Starlab Credit Facility bear interest based on SOFR rate plus basis points depending on total liquidity. In addition, the Company is required to pay an undrawn commitment fee ranging from 0.25% to 0.50% on the unused portion of the Starlab Credit Facility, also based on liquidity levels. The Starlab Credit Facility contains customary covenants, representations and warranties, and events of default, including, among others, restrictions on the incurrence of additional indebtedness, the creation of liens, certain fundamental changes, and certain restricted payments. Covenants include financial covenants, such as a minimum liquidity amount. As of March 31, 2026, the Company had no drawn amounts on the Starlab Credit Facility.

Credit Facility

On May 30, 2025, the Company entered into a new senior secured revolving credit facility (the “Credit Facility”) with a syndicate of lenders, led by JP Morgan Chase Bank, N.A., providing for aggregate commitments of $200.0 million. The Credit Facility is intended to be used for working capital and other general corporate purposes. The Credit Facility has an initial maturity of four years from the closing date and includes an uncommitted accordion feature that permits the Company, subject to certain conditions, to request an increase in the aggregate commitments by up to an additional $150.0 million, for a total potential facility size of $350.0 million. Borrowings under the Credit Facility bear interest at a variable rate based on Adjusted Term SOFR plus an applicable margin. The applicable margin for borrowings ranges from 2.25% to 2.75%, depending on the Company’s consolidated liquidity levels, as defined in the agreement. In addition, the Company is required to pay an undrawn commitment fee ranging from 0.25% to 0.30% on the unused portion of the Credit Facility, also based on liquidity levels. The Credit Facility contains customary covenants, representations and warranties, and events of default, including, among others, restrictions on the incurrence of additional indebtedness, the creation of liens, certain fundamental changes, and certain restricted payments. Covenants include financial covenants, such as a minimum liquidity amount as of the last day of each fiscal quarter and minimum consolidated revenue amounts over a trailing four quarter period. The obligations under the Credit Facility are secured by substantially all of the Company’s and its domestic subsidiaries’ assets, with the exception of Starlab, subject to certain customary exceptions.

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

Debt Extinguishment

On June 30, 2025, the Company used its Credit Facility to extinguish the Term Loan, as defined below, and repaid the principal balance, accrued interest, and an early termination premium for $64.4 million, which resulted in a loss on debt extinguishment of $5.7 million. The draw from the Credit Facility was subsequently repaid the same day, leaving no outstanding amounts drawn under the Credit Facility at March 31, 2026.

Term Loan

On June 28, 2024, Voyager and its domestic subsidiaries, excluding Starlab, entered into a $58.0 million Loan and Security Agreement (“Credit Agreement”) with the lenders party thereto and Hercules Capital, Inc., as administrative agent and collateral agent, which provided for a $58.0 million term loan (the “Term Loan”). The Term Loan was set to mature on July 1, 2028. The Term Loan bore interest at a variable annual rate equal to the sum of (a) the greater of (i) the Wall Street Journal Prime Rate or (ii) 8.50%, and (b) 1.25% per annum. The Term Loan

Notes to Condensed Consolidated Financial Statements
(Tabular amounts in thousands of dollars, unless otherwise noted)

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

2024 Convertible Notes

During the year ended December 31, 2024, Starlab Space LLC entered into convertible promissory note agreements (“2024 Convertible Notes”) for a total principal of approximately $10.1 million. In January 2025, Starlab Space LLC raised an additional $0.1 million. During the year ended December 31, 2025, the 2024 Convertible Notes were converted and no principal remained outstanding under the 2024 Convertible Notes.

The notes bore interest at a rate of 5.0% per annum, payable at maturity, which was on the third anniversary of the issue date if no triggering events occurred prior to that date. The Company had the option to prepay all or any of the principal and any accrued and unpaid interest at any time.

The 2024 Convertible Notes were convertible into equity units upon the following: (i) a qualified financing event, defined as a transaction or series of transactions pursuant to which Starlab Space LLC issues shares of any class or series of equity securities to one or more investors, including any of the lenders with the principal purpose of raising capital that raises gross proceeds of at least $10.0 million, excluding the amount represented by the conversion of any outstanding indebtedness in accordance with their respective terms; (ii) at the option of the lender upon a nonqualified financing event; (iii) a liquidity event, defined as a consolidation or merger with another corporation, entity, or person or other event through which the unit holders, immediately prior to such consolidation or merger, own less than 50% of the voting power of the surviving entity, immediately after such consolidation or merger, a sale or other disposition of substantially all Starlab Space LLC’s assets, or the closing of Starlab Space LLC’s first underwritten public offering; and (iv) the maturity date. Upon a conversion event described in (i) or (ii), the 2024 Convertible Notes would have converted into the same class and series of units as those sold as part of the financing event. Upon a conversion event described in (iii) or (iv), the 2024 Convertible Notes would have converted into Class A-1 Units of Starlab Space LLC. The number of Class A-1 Units issued would have been equal to (1) the outstanding principal balance of the note and all accrued and unpaid interest due, divided by (2) 85% of the price per unit paid by the investors to purchase the new securities in the subsequent financing.

The Company evaluated the features of the 2024 Convertible Notes and determined that items (i) and (ii) met the definition of embedded derivatives as they are not clearly and closely related to the debt host instrument and were bifurcated and measured at fair value. The fair value was measured using the scenario based method inside the “with and without” method and resulted in a value of approximately $3.1 million at inception which was recorded as a discount on the convertible notes. The key assumptions utilized in the valuation were the scenario timing, mandatory conversion discount, discount rate, and scenario probabilities.

On April 8, 2025, the Company contributed an additional $15.0 million into Starlab Space LLC through Voyager Ventures, LLC, a wholly owned subsidiary of the Company. This was deemed a “qualified financing event,” as described under item (i) above and, pursuant to the terms of the promissory note agreement, the 2024 Convertible Notes converted into Starlab Space LLC equity held by passive equity members.

As of December 31, 2025, due to the conversion, there was no remaining balance outstanding under the 2024 Convertible Notes. The conversion liquidated the embedded and convertible note balance into equity, with a resulting loss on conversion of $2.1 million.

SMI Promissory Note

In May and June 2023, Voyager acquired additional shares of Space Micro Inc (“SMI”) from certain minority stockholders in exchange for Promissory Notes in aggregate amount of approximately $28.4 million. In October 2024, the Promissory Notes were modified for certain shareholders to be payable in the Company’s equity securities at the earlier of October 2, 2025 or the completion of its initial public offering, and for other shareholders at the earlier of October 2, 2026 or the completion of its initial public offering. In alignment with the terms of the SMI Promissory Note, these notes were converted into Class A common stock upon the Company’s successful initial public offering during June 2025. As a result of the conversion, the SMI Promissory Note have been retired in full. The Company had no outstanding balance as of March 31, 2026 and December 31, 2025, respectively.

Notes to Condensed Consolidated Financial Statements
(Tabular amounts in thousands of dollars, unless otherwise noted)

10. REDEEMABLE NONCONTROLLING INTERESTS

The Company acquired controlling interest in certain entities whose minority interest holders have the right, at certain times, to require the Company to acquire their ownership interest. As a result of these redemption features, the Company recorded the respective redeemable noncontrolling interests within temporary, or mezzanine, equity on the Company's condensed consolidated balance sheets.

XO Markets Holdings, Inc.

During the year ended December 31, 2025, the Company purchased the remaining interest in XO Markets Holdings, Inc. ("XO") for $3.6 million in cash and $1.4 million in Voyager equity in a swap of XO common shares for Voyager Common stock, to increase the ownership to 100.0%.

Valley Tech Systems, Inc.

During the year ended December 31, 2025, the Company purchased the remaining interest in Valley Tech Systems, Inc. ("VTS") for $7.0 million in cash and $3.3 million in Voyager equity in a swap of VTS common shares for Voyager Common stock, to increase the ownership to 100.0%.

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


	XO		VTS		Total
Balance at December 31, 2024	$	21,542	$	10,889	$	32,431
Net income (loss) attributable to redeemable noncontrolling interests	(136)		87		(49)
Redemptions of redeemable noncontrolling interests	(1,440)		(3,347)		(4,787)
Balance at March 31, 2025	$	19,966	$	7,629	$	27,595

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

Notes to Condensed Consolidated Financial Statements
(Tabular amounts in thousands of dollars, unless otherwise noted)

11. STOCK-BASED COMPENSATION

2025 Incentive Award Plan

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

The aggregate number of shares of Class A common stock or Class B common stock, if determined by the plan administrator, available for issuance under the 2025 Plan as of the effective date of the 2025 Plan was 5.4 million shares. The amount of shares available for issuance is eligible to increase on the first day of each calendar year beginning January 1, 2026 and ending on and including January 1, 2035 by the lesser of (i) 5% of the shares of Class A common stock and Class B common stock outstanding on an as-converted basis on the last day of the immediately preceding fiscal year and (ii) such lesser amount as determined by the Company’s Board of Directors. As of March 31, 2026, approximately 6.6 million shares were available for future grants under the 2025 Plan.

RSAs and RSUs

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


	RSA Awards	Weighted-Average Grant Date Fair Value
Nonvested RSAs outstanding as of December 31, 2025	879,782	$	30.70
Issued	3,000	28.66
Vested	(28,576)	23.08
Forfeited	(17,750)	31.00
Nonvested RSAs outstanding as of March 31, 2026	836,456	$	30.89

The RSAs granted during the three months ended March 31, 2026 have service-only vesting conditions and vest over a three-year service period beginning after the first year of service. All RSAs granted to employees are considered legally issued and outstanding for voting purposes. However, for accounting and dilution purposes, only vested awards are considered issued and outstanding.

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

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


	RSU Awards	Weighted-Average Grant Date Fair Value
Nonvested RSUs outstanding as of December 31, 2025	168,624	$	22.42
Issued	173,976	30.24
Vested	(19,130)	26.41
Forfeited	—	—
Nonvested RSUs outstanding as of March 31, 2026	323,470	$	26.34

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

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

Notes to Condensed Consolidated Financial Statements
(Tabular amounts in thousands of dollars, unless otherwise noted)

2020 and 2025 Incentive Award Plan - Options

The Company has granted options under the 2020 Incentive Award Plan; however, following the effectiveness of the 2025 Plan, no further grants will be made under the 2020 Plan. During the three months ended March 31, 2026, the Company issued additional stock options under the 2025 Plan with terms materially consistent with those previously issued under the 2020 Plan.


	Number of Shares	Weighted-Average Exercise Price		Weighted-Average Grant Date Fair value		Weighted-Average Remaining Contractual Term (Years)
Outstanding as of December 31, 2025	4,595,417	$	15.34	$	8.68	7.6
Granted	353,050	30.53		20.60		10
Forfeited	(44,063)	21.57		16.43
Exercised	(325,037)	11.21		6.33
Outstanding as of March 31, 2026	4,579,367	15.36		10.85		7.2
Options vested and exercisable as of March 31, 2026	3,199,094	10.69		7.44		6.4
Nonvested as of March 31, 2026	1,380,273	26.20		18.79		9.2

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

12. NET SALES

Disaggregation of Net Sales

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


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

U.S. Government	$	29,659	$	—	$	—	$	29,659
International Government	56		—		—		56
Commercial	6,442		—		(911)		5,531
Total net sales	$	36,157	$	—	$	(911)	$	35,246


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

U.S. Government	$	29,526	$	—	$	—	$	29,526
International Government	96		—		—		96
Commercial	6,226		—		(1,341)		4,885
Total net sales	$	35,848	$	—	$	(1,341)	$	34,507

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


	Three Months Ended
	March 31, 2026		March 31, 2025
U.S.	$	31,979	$	30,280
Europe	1,764		3,946
Other	1,503		281
Total net sales	$	35,246	$	34,507

Notes to Condensed Consolidated Financial Statements
(Tabular amounts in thousands of dollars, unless otherwise noted)

Contract Balances

Contract assets arise when revenue has been recognized for amounts which cannot or have not yet been billed under terms of the contract with the customer. Contract liabilities arise when consideration is received from a customer prior to being earned and are recognized as revenue when the Company satisfies the related performance obligation under the terms of the contract. The following table presents the Company’s contract assets and liabilities:


	March 31, 2026		December 31, 2025
Contract assets (current and non-current)	$	45,708	$	40,208
Contract liabilities (current and non-current)	$	24,823	$	32,237

Contract assets increased primarily due to a difference in timing of billing on cost plus programs and revenue recognition. The decrease in contract liabilities was driven primarily by the timing difference of milestone billing and revenue recognition.

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

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


	Three Months Ended
(dollars in thousands, except per share data)	March 31, 2026		March 31, 2025
Net EAC adjustments	(8,166)		(2,150)
Net sales	(6,963)		(1,974)
Basic net loss per share	$	(0.26)	$	(0.41)
Diluted net loss per share	$	(0.26)	$	(0.41)

Performance Obligations

As of March 31, 2026, the Company had approximately $153.2 million of remaining performance obligations associated with contracts. The Company will recognize net sales as such obligations are satisfied. The Company expects to recognize net sales relating to existing performance obligations of approximately $109.1 million, $31.8 million and $12.4 million for the remaining fiscal year 2026, fiscal year 2027, and thereafter, respectively.

13. SEGMENT REPORTING

The Company’s business is organized into market sectors based on its products and services and has two reportable segments: (i) Defense and Space Technologies and (ii) Starlab Space Stations. The Company organizes its reportable segments based on the nature of the products and services offered and the economic characteristics of its operating businesses.

Effective the first fiscal quarter of 2026, the Company combined its Defense and National Security and Space Solutions segments into a single Defense and Space Technologies segment in order to align with how the Company's Chief Operating Decision Maker ("CODM") views results. This will enable the Company to generate internal synergies within the Defense and Space Technologies segment and to more effectively manage its resources and facilities in order to support operations across the product and service offerings. Our CODM allocates resources and assesses segment performance using regularly provided segment net sales and segment Adjusted EBITDA under this updated segment structure. Within the segment change, there has been no change to the Company's reporting units. The segment data for the comparable period presented has been recast to conform to the current period presentation for all activities of the reorganized segments. Recasting this historical information did not have an impact on the condensed consolidated financial performance of the Company for the periods presented.

Transactions between segments are generally negotiated and accounted for under terms and conditions similar to other government and commercial contracts. The reconciling item “corporate expense” includes the portion of

Notes to Condensed Consolidated Financial Statements
(Tabular amounts in thousands of dollars, unless otherwise noted)

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

The Company’s CODM is the Chief Executive Officer ("CEO and Chairman. The CODM uses net sales and Adjusted Earnings before interest, taxes, depreciation and amortization ("EBITDA") to assess segment performance and make decisions regarding the allocation of capital and other investments. Adjusted EBITDA is defined as EBITDA (earnings before interest, taxes, depreciation, and amortization) adjusted for certain items affecting comparability as specified in the calculation. During the second quarter of 2025, the Adjusted EBITDA metric used within the business by the CODM was modified to remove non-cash services as an add back. In alignment with ASC 280-10-50-36, the Company has recast its prior period Adjusted EBITDA measures to align with the new composition of the metric and the current financial benchmark used to monitor operations of the segments. These costs were historically only prevalent within the Starlab Space Stations segment and at the Corporate level.

Adjusted EBITDA is used to monitor budget versus actual results. The CODM also uses Adjusted EBITDA in analysis of the operational performance of each reporting segment. The CODM considers budget-to-actual variances on a quarterly basis for both profit measures when making decisions about allocating capital and personnel to the segments. The monitoring of budgeted versus actual results is used in assessing performance of the segments and in establishing management’s compensation. The CODM does not review segment expense items pursuant to ASC 280-10-50-26A. Therefore, the Company does not disclose these expense items by segment. The CODM does not use assets by segment to evaluate performance or allocate resources. Therefore, the Company does not disclose assets by segment.

Notes to Condensed Consolidated Financial Statements
(Tabular amounts in thousands of dollars, unless otherwise noted)

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


	Three Months Ended
	March 31, 2026		March 31, 2025
Net Sales:
Defense and Space Technologies	$	36,157	$	35,848
Starlab Space Stations	—		—
Total Net Sales, reportable segments	36,157		35,848
Intersegment eliminations	(911)		(1,341)
Total Net Sales	$	35,246	$	34,507

Other Segment Expenses(1):
Defense and Space Technologies	$	47,662	$	36,916
Starlab Space Stations (3)	5,418		2,814
Total Other Segment Expenses, reportable segments	53,080		39,730
Intersegment eliminations	(911)		(1,341)
Corporate and other expenses (3)	16,408		17,474
Total Other Segment Expenses	$	68,577	$	55,863

Adjusted EBITDA:
Defense and Space Technologies	$	(11,505)	$	(1,068)
Starlab Space Stations (3)	(5,418)		(2,814)
Total Adjusted EBITDA, reportable segments	(16,923)		(3,882)
Intersegment eliminations	—		—
Corporate and other expenses (3)	(16,408)		(17,474)
Depreciation and amortization	(6,033)		(2,602)
Stock-based compensation	(4,129)		(1,723)

Finance and interest expense, net	(2,114)		(2,729)
Net loss attributable to noncontrolling interests	(1,961)		(991)
Interest income	3,819		1,085
Other(2)	1,031		435
Loss before taxes	$	(42,718)	$	(27,881)

__________________

(1)Other Segment Expenses consist of cost of sales, research and development, selling, general, and administrative and other income or expense items which are not deducted when calculating Adjusted EBITDA.

(2)Other consists of acquisition costs, restructuring, impairment, and other income or expense items which are deducted when calculating Adjusted EBITDA. In prior period filings, ‘Interest income’ was grouped into this line item. During the third quarter of 2025, it was broken out due to materiality and prior periods have been recast to break out 'Interest income'.

(3)During the second quarter of 2025, the Adjusted EBITDA metric was modified to remove non-cash services as an add back, and prior periods have been recast to present Adjusted EBITDA to align with the new composition of the metric. These costs were historically only prevalent within the Starlab Space Stations segment and at the Corporate level.

The Company’s total capital expenditures were as follows:


Three Months Ended March 31, 2026	Defense and Space Technologies		Starlab Space Stations		Corporate		Total
Capital expenditures:
Property and equipment	$	12,799	$	37,828	$	489	$	51,116
Total capital expenditures	$	12,799	$	37,828	$	489	$	51,116

Notes to Condensed Consolidated Financial Statements
(Tabular amounts in thousands of dollars, unless otherwise noted)


Three Months Ended March 31, 2025	Defense and Space Technologies		Starlab Space Stations		Corporate		Total
Capital expenditures:
Property and equipment	$	1,041	$	25,894	$	35	$	26,970
Total capital expenditures	$	1,041	$	25,894	$	35	$	26,970

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

14. INCOME TAXES

The effective tax rate was (7.6)% and (0.2)% for the three months ended March 31, 2026 and 2025, respectively. The effective tax rates for all periods presented differ from the statutory U.S. federal income tax rate of 21.0% primarily due to estimated permanent differences and changes in the valuation allowance.

The Company assesses the deferred tax assets for recoverability on a quarterly basis. Based upon all available positive and negative evidence, the Company maintains a valuation allowance to reduce the net U.S. deferred tax asset to the amount that is more-likely-than-not realizable.

The Company computes an estimated annual effective tax rate (“AETR”) each quarter based on the current and forecasted continuing operating results. The income tax expense or benefit associated with the interim period is computed using the most recent estimated AETR applied to the year-to-date ordinary income or loss, plus the tax effect of any significant or infrequently occurring items recorded during the interim period. The computation of the estimated AETR at each interim period requires certain estimates and significant judgments including, but not limited to, the expected operating income (loss) for the year, projections of the proportion of income earned and taxed in various jurisdictions, permanent differences and the likelihood of recovering deferred tax assets generated in the current year. The accounting estimates used to compute the provision for income taxes may change as new events occur and additional information becomes known or as the tax environment changes.

15. NET LOSS PER COMMON SHARE

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


	Three Months Ended
(dollars in thousands, except share data)	March 31, 2026		March 31, 2025
Numerator:
Net loss attributable to Voyager Technologies, Inc.	$	(43,983)	$	(26,938)
Accrued value of preferred stock dividends	—		6,001
Net loss attributable to common shareholders	$	(43,983)	$	(32,939)

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

Net loss per share:
Basic	$	(0.75)	$	(2.30)
Diluted	$	(0.75)	$	(2.30)

The Company’s potentially dilutive securities, which include preferred stock and outstanding awards under the equity plans, have been excluded from the computation of diluted earnings per share as the effect would be anti-dilutive in a net loss position. The Company excluded the following potential common shares, presented based on amounts outstanding at each period end, from the computation of diluted net loss per share for the periods indicated:

Notes to Condensed Consolidated Financial Statements
(Tabular amounts in thousands of dollars, unless otherwise noted)


(in shares of common stock)	March 31, 2026	March 31, 2025
Equity Compensation Awards	5,739,293	5,539,388
Warrants	1,104,489	974,156
SMI Promissory Note	—	922,830
Preferred stock (as converted to common shares)	—	28,124,257
Total common stock equivalents	6,843,782	35,560,631

16. JOINT VENTURE

The Company is a majority owner of a joint venture company, Starlab Space LLC (“Starlab JV”), which began operating on April 12, 2024 when the SAA was novated with NASA. Through the SAA, the Company will receive financial assistance through Government grants for certain eligible expenses to design, build and maintain a commercial space station.

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

Consolidated Variable Interest Entity

The Company evaluated its interests in Starlab JV and determined that it has a variable interest as of March 31, 2026. Due to the Company’s obligation to absorb losses and the right to receive benefits from the Variable Interest Entity (“VIE”) along with the ability to direct the activities that most significantly impact Starlab JV’s economic performance (including control over three of the five seats on the Board of Directors at Starlab JV), the Company was determined to be the primary beneficiary and is therefore consolidating the Starlab JV.

The Company’s condensed consolidated financial statements reflect the performance of the Starlab JV VIE with the Company being the primary beneficiary of the VIE and having incremental power over the Starlab JV. The Company meets the power and economic criteria for consolidation of the VIE. The Starlab JV is considered a business and therefore no gain or loss was recognized by the Company upon the initial consolidation of the VIE.

The following table presents the assets and liabilities of the Starlab JV included in the Company’s unaudited condensed consolidated balance sheets, separated by major asset and liability class. These assets can only be used to settle obligations of Starlab JV, and the Company does not have recourse to the liabilities. Creditors of Starlab JV do not have recourse to the Company.


	March 31, 2026		December 31, 2025
ASSETS
Cash and cash equivalents	$	48,426	$	54,610
Accounts receivable, net	—		10,003
Prepaid expenses and other current assets	15,480		17,790
Property and equipment, net	141,583		127,735
Operating lease right-of-use assets	44		64
Other assets	664		723
TOTAL ASSETS	$	206,197	$	210,925
LIABILITIES
Accounts payable	$	9,586	$	18,107
Operating lease liabilities	44		64
Accrued expenses and other current liabilities	16,221		15,898

Contract liabilities to related parties, non-current	9,003		9,003
TOTAL LIABILITIES	$	34,854	$	43,072

Notes to Condensed Consolidated Financial Statements
(Tabular amounts in thousands of dollars, unless otherwise noted)

17. COMMITMENTS AND CONTINGENCIES

Non-Cancelable Service Contract Commitments

The Company has a commitment for services for the Starlab program. As of March 31, 2026 and December 31, 2025, the Company has a commitment for future service for $90.0 million. The terms of the arrangement also allow the Company to terminate the agreement for convenience for 25% of the contract value less what has been paid inception to date. If the Company were to cancel the services, it would owe $13.5 million to the provider.

The Company has commitments for various services to assist in payload and launch analyses for the Starlab program and throughout the business units for various contracts, as well as to assist in space exploration technologies. As of March 31, 2026, for these service related contracts the Company has commitments through 2028, totaling $6.5 million.

Litigation

The Company is involved in various legal actions arising in the normal course of business. Based upon the Company’s and its legal counsel’s evaluations of any claims or assessments, management is of the opinion that the outcome of these matters will not have a material adverse effect on the Company’s results of operations, financial position, or cash flows.

18. RELATED PARTIES

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

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

19. SUPPLEMENTAL CASH FLOW

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


	Three Months Ended
	March 31, 2026		March 31, 2025
Supplemental cash flow information:
Cash paid for interest	$	139	$	1,432
Cash paid for income taxes	$	2	$	(37)
Supplemental non-cash investing and financing activities:
Operating lease liabilities arising in exchange for obtaining right-of-use assets	$	24,941	$	1,395
Non-cash services contracted in exchange for equity	$	2,000	$	3,000

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

20. SUBSEQUENT EVENTS

The Company has evaluated subsequent events through May 5, 2026, the date the condensed consolidated financial statements were issued. There were no other material subsequent events which required recognition or additional disclosure.

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion of our financial condition and results of operations should be read together with the unaudited interim condensed consolidated financial statements and related notes that are included within Part I, Item 1 of this Quarterly Report, as well as the audited financial statements and the related notes thereto and the discussion under “Management’s Discussion and Analysis of Financial Condition and Results of Operations” included in our Annual Report on Form 10-K for the year ended December 31, 2025 ("Form 10-K"). This discussion contains forward-looking statements based upon our current expectations that involve risks and uncertainties. Our actual results may differ materially from those anticipated in these forward-looking statements as a result of various factors, including those set forth under “Risk Factors” in Part I, Item 1A. of our Form 10-K and “Forward-Looking Statements” elsewhere in this Quarterly Report.

Overview

We are a purpose-built, innovation-driven defense technology and space solutions company focused on delivering mission-critical solutions across national security, space exploration and infrastructure and commercial space markets. Our company was purpose-built to address some of the most complex and consequential challenges facing the defense and space sectors, where technological leadership, operational execution and long-term resilience are essential. Our work strengthens national security, protects critical assets and enables sustained human and economic activity in space. Our founding was rooted in our goal of building a company that would address challenges at the forefront of the defense, national security and space industries. Since 2019, we have accomplished significant achievements, including the successful deployment of first-of-its-kind missile defense maneuvering capabilities, the development of groundbreaking space technology and the selection by NASA to develop a replacement for the ISS.

We have grown both organically and through acquisitions, including Nanoracks, Valley Tech Systems, Space Micro, Zin Technologies, ExoTerra, Estes and more. We serve as a “prime” contractor and “subcontractor” to various government and private enterprise customers through our defense, national security, and space product offerings. Since 2019, we have executed and successfully vertically and horizontally integrated twelve acquisitions, with revenue of $35.2 million for the three months ended March 31, 2026. In addition, we received cash proceeds from NASA grants of $24.0 million during the three months ended March 31, 2026 and $207.2 million to date. We have $10.3 million of eligible proceeds remaining as of March 31, 2026, from our $217.5 million development grant with NASA to design Starlab, the commercial space station replacement for the ISS when it is decommissioned in 2030. We intend to operate Starlab through the Starlab JV, a Voyager-led and majority-owned global joint venture, with international equity partners that include Airbus, Mitsubishi and MDA Space. Our growth and increased size and scale are the result of investment and focus on our key technology offerings, as well as our ability to attract, cultivate and integrate accretive acquisitions.

Unless otherwise indicated, our significant accounting policies and estimates, material cash requirements, commitments, contingencies and business risks and uncertainties as described in our Management’s Discussion and Analysis (“MD&A”) are substantially unchanged from what was disclosed in our Form 10-K.

Key Factors Affecting Our Performance

Our results have been affected, and are expected to be affected in the future, by a variety of factors. A discussion of key factors that have had, or may have, an effect on our results is set forth below. For a further discussion of the factors affecting our results of operations, see Part I, Item 1A. “Risk Factors” disclosed in our Form 10-K.

Government Expenditures and Private Enterprise Investment

Government expenditure and private enterprise investment have fueled the growth in our target markets and we expect the continued availability of government expenditures and private investment for our customers to help fund purchases of our products and services. However, changes in the volume and relative mix of government expenditures and private investment, as well as in areas of spending growth, may impact our results of operations. In particular, our results can be affected by shifts in strategies and priorities on defense-related programs, commercial space exploration, and space infrastructure. Cost-cutting and efficiency initiatives, current and future budget restrictions, spending cuts, and other efforts to reduce government expenditures and private enterprise investment, as well as shifts in overall priorities, could cause our government and private enterprise customers to reduce or delay funding or invest appropriated funds on a less consistent basis or not at all, and demand for our solutions or services could diminish. Furthermore, any disruption in the functioning of government agencies, including as a result of government closures and shutdowns, could have a negative impact on our operations and cause us to lose revenue or incur additional costs due to, among other things, our inability to maintain access and schedules for government testing or deploy our staff to customer locations or facilities as a result of such disruptions.

There is also uncertainty around the timing, extent, nature, and effect of Congressional and other U.S. government actions to address budgetary constraints and caps on the discretionary budget for defense and non-defense departments and agencies. In addition, there is uncertainty around the ability of Congress to determine how to allocate the available budget authority and pass appropriations bills to fund both U.S. government departments and agencies that are, and those that are not, subject to the caps. Additionally, budget deficits and the growing U.S. national debt may increase pressure on the U.S. government to continue to reduce federal spending across all federal agencies, with uncertainty about the size and timing of those reductions. Furthermore, delays in the completion of future U.S. government budgets could delay procurement of the federal government services that we provide. A reduction in the amount of, or reductions, delays, or cancellations of funding for, services that we are contracted to provide to the U.S. government due to any of these impacts or related initiatives, legislation or otherwise could have a material adverse effect on our business and results of operations.

Backlog

Our total backlog is comprised of funded and unfunded backlog. Our funded backlog represents the portion of definitized contracts with customers that contain remaining performance obligations. Unfunded backlog includes contractual value that has yet to be funded, unexercised contract options and potential bookings under indefinite delivery/indefinite quantity (“IDIQ”) contracts. In order to effectively manage our resources and develop our financial budgets, we continuously monitor our backlog.

Our backlog may also include, as of any date of estimation, change orders that have been confirmed for any project, either in writing or verbally, or formally contracted. Change orders may increase or decrease the amount we ultimately bill for a particular project, causing us to realize more or less revenue from a project than was reflected in our backlog as of the date of estimation. Additionally, prior to categorizing a project as part of our backlog, we maintain a running list of projects that are in an advanced stage of active bidding and discussion, including potential change orders for current projects, but for which the customer has not yet confirmed the commercial terms, the value of the contract, and/or the scope of our work. These projects are tracked for project planning and budgeting of the business. Once the terms of these projects are further progressed in line with our backlog criteria, they are recorded in our funded backlog.

Backlog in our segments includes both single and multi-year awards. Fluctuations in backlog are driven primarily by the timing of large program wins. Total backlog as of March 31, 2026 was $275.3 million, of which $153.2 million was funded. We expect to convert 71.2% of the total $153.2 million of funded backlog as of March 31, 2026 into revenue in the remaining periods of 2026.

In addition, our backlog is subject to meaningful customer concentration risk. As of March 31, 2026, 83.5% of the total dollar value of our funded backlog related to our top customer, the U.S. government. For purposes of evaluating our backlog, we consider all U.S. government entities to be one customer. Additionally, backlog that is originally funded through U.S. government efforts is considered to be U.S. government backlog even if the program is directly contracted through an intermediary.

In general, our customers have the right to cancel their contracts under termination for convenience clauses. If a customer cancels a contract before full performance of such contract, we may not receive the full revenue from such booking. Instead, we would recognize revenue under the contract on a cost basis with reasonable margin to the extent of the progress performed under such contract. In addition, our backlog is typically subject to large variations from quarter to quarter and comparisons of backlog from period to period are not necessarily indicative of future revenues. Some contracts comprising the backlog are for programs scheduled many years in the future and the economic viability of contractual counterparties is not guaranteed over time. As a result, the contracts comprising our backlog may not result in actual revenue in any particular period, or at all, and the actual revenue from such contracts may differ from our backlog estimates. The timing of recognition of revenues, if any, on projects included in the backlog could change. We review these projects regularly and increase or decrease our backlog accordingly. The failure to realize some portion of our backlog could adversely affect our financial performance.

Project Revenue Mix and Impact on Margins

We may experience future variability in the profitability of our contracts and such variability may occur at levels and frequencies different from historical experience. Such variability in profitability may be due to strategic decisions, cost overruns, or other circumstances within or outside of our control. Accordingly, our historical experience with profitability of our contracts is not indicative or predictive of future experience.

Our financial success is based on our ability to deliver high quality products on a timely basis and at a cost-effective price for our customers. When agreeing to contractual terms, our management team makes assumptions and projections about future conditions and events. The accounting for our contracts and programs involves assumptions and estimates about these conditions and events. These projections and estimates assess:

•the productivity and availability of labor;

•the allocation of indirect costs to labor and material costs incurred;

•the complexity of the work to be performed;

•the cost and availability of materials and components; and

•schedule requirements.

If there is a significant change in one or more of these circumstances, estimates or assumptions, or if the risks under our contracts are not managed adequately, the profitability of contracts could be adversely affected. This could materially affect earnings and margins.

In particular, profitability can fluctuate depending on the type of contract award. Contracts with certain customers reflect firm fixed pricing structures. As a result, our gross profit is dependent on the efficient and effective execution of our contracts. Our ability to maximize gross profit may be impacted by, but not limited to, unanticipated cost overruns, disruptions in our supply chains, learning curve, and non-recurring engineering costs related to our contracts with customers. If our fixed-price development efforts create a larger portion of our revenue output, we may have a higher risk profile, which may result in reduced margins.

From time to time, we may strategically enter into contracts with low or negative margins relative to other contracts or that are at risk of cost overruns. This may occur due to strategic decisions built around positioning ourselves for future contracts or to enhance our product and service offerings. However, in some instances, loss contracts may occur from unforeseen cost overruns that are not recoverable from the customer. We establish loss reserves on contracts in which the cost estimate-at-completion (“EAC”) exceeds the estimated revenue. The loss reserves are recorded in the period in which a loss is determined. Our reference to adjustments to EAC in the context of describing our results of operations includes net changes during the period in our aggregate program contract values, EAC and other program estimates, and includes the impact of cost overruns and recognition of loss reserves.

Additionally, the timing of our cash flows is impacted by the timing of achievement of billable milestones on contracts. Historically, this has resulted and could continue to result in fluctuations in working capital levels and quarterly free cash flow. As a result of such quarterly fluctuations in free cash flow, we believe that quarter-to-quarter comparisons of our results of operations may not necessarily be meaningful and should not be relied upon as indicators of future performance.

Ability to Improve Profit Margins and Scale our Business

We intend to continue to invest in initiatives to improve our operating leverage and significantly ramp up production. We believe continued reductions in costs and increases in production volumes will cause the cost of production to decline and improve our profit margins. Our ability to achieve our production-efficiency objectives have been and could in the future be negatively impacted by a variety of factors including, but not limited to, lower-than-expected facility utilization rates, manufacturing and production cost overruns, increased purchased material costs, and unexpected supply-chain quality issues or interruptions.

Basis of Presentation

The accompanying condensed consolidated financial statements include the accounts of Voyager Technologies, Inc. and our consolidated subsidiaries and have been prepared in conformity with accounting principles generally accepted in the United States (“GAAP”). All intercompany amounts have been eliminated in consolidation.

Our business is organized into market sectors based on our products and services, and we have two reportable segments: (i) Defense and Space Technologies and (ii) Starlab Space Stations. Effective the first fiscal quarter of 2026, we combined our Defense and National Security and Space Solutions segments into a single Defense and Space Technologies segment. The segment data for the comparable period presented has been recast to conform to the current period presentation for all activities of the reorganized segments. Recasting this historical information did not have an impact on our consolidated financial performance for the periods presented. See Part I “Notes to Consolidated Financial Statements—Note 13. Segment Reporting” elsewhere in this Quarterly Report.

Components of Results of Operations

Net Sales

Net sales in our consolidated statements of operations consist entirely of revenue from contracts with customers. Our sales are derived from a combination of cost plus contracts, firm fixed-price contracts, and time and materials contracts for both U.S. government and commercial and international deliverables. We account for a contract when it has approval and commitment from both parties, the rights of the parties are identified, payment terms are identified, the contract has commercial substance and collectability of consideration is probable. We recognize revenue upon satisfying the performance obligations identified in the contract, which is achieved as services are rendered, upon completion of a service, or through the transfer of control of the promised good or service to the customer either at a point-in-time or over time. Our contracts can range from short-term periods of less than 12 months to multi-year obligations.

We generate net sales in our Defense and Space Technologies segment by delivering mission-critical systems that protect the nation, strengthen the industrial base and extend humanity's presence from low-Earth orbit to the Moon and beyond. Our portfolio offering includes advanced electronics, space technologies, propulsion, energetics,

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

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


(dollars in thousands)	Three Months Ended
Net sales by contract type	March 31, 2026		March 31, 2025
Cost-plus fee and time and materials	$	16,990	$	20,044
Firm fixed price	18,256		14,463
Total net sales	$	35,246	$	34,507

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


(dollars in thousands)	Three Months Ended
Net sales by customer	March 31, 2026		March 31, 2025
U.S. Government	$	29,659	$	29,526
Commercial and international	5,587		4,981
Total net sales	$	35,246	$	34,507

Starlab Space Stations does not and is not expected to generate revenue from customers in the near term. However, the Starlab program has received significant funding from NASA under our SAA. The Starlab program is partially funded through government grants. These grants are not considered revenue. We expect to continue to receive funding from NASA in the near term and before we begin to generate revenue.

Cost of Sales

Cost of sales represent the costs required to fulfill performance obligations on a direct or indirect basis. Our cost of sales are primarily driven by labor, materials, and subcontractors necessary to fulfill our contractual obligations along with program application indirect costs.

Selling, General, and Administrative

Selling, general, and administrative expenses consist primarily of personnel-related expenses for our sales, marketing, supply chain, finance, legal, human resources and administrative personnel, as well as the costs of customer service, information technology, risk management and related insurance, travel, allocated overhead and other marketing, communications and administrative expenses. We also expect to further invest in our corporate infrastructure and continue to incur additional expenses associated with operating as a public company, including increased legal and accounting costs, investor relations and compliance costs. As a result, we expect that selling, general, and administrative expenses will continue to increase in absolute dollars in future periods but decline as a percentage of total revenue over time. In addition, as a public company, we anticipate that we will continue to incur significant additional annual expenses including, among other things, additional directors’ and officers’ liability insurance, costs to administer a public company stock compensation plan, director fees, costs to comply with reporting requirements of the SEC, transfer agent fees, costs for additional accounting, legal and administrative personnel, increased auditing, tax and legal fees, stock exchange listing fees, additional stock-based compensation expense and similar expenses.

Research and Development Costs

Research and development costs are expensed as incurred. Research and development costs include employee compensation, contractor fees, materials and supplies, software and facility costs. For the three months ended March 31, 2026 and 2025, gross research and development costs were $13.1 million and $6.0 million, respectively.

Government Grants

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

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

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

•Stimulate the growth of commercial activities in LEO.

On December 1, 2021, Nanoracks LLC, a subsidiary of Voyager, entered into an agreement under the SAA with NASA (the “Nanoracks Agreement”), pertaining to the LEO Development program, to design, build and maintain a commercial space station, known as “Starlab”. The Nanoracks Agreement and its subsequent amendments signed through 2023 provides $217.5 million in funding for the design and manufacture of Starlab, which is earned upon completion of defined milestones. Once a milestone is earned, we are under no further obligation to continue work on Starlab. Milestone payments are expected to be earned through June 2026. As of March 31, 2026, we have cumulatively earned $207.2 million.

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

When the government grant assistance is related to an asset, the assistance will be deducted from the carrying value of the asset. When the government grant assistance is related to costs incurred, the assistance is deducted from the related expense. The following table sets forth the government grant assistance offset against research and development and construction in progress for the three months ended March 31, 2026 and 2025:


	Three Months Ended
(dollars in thousands)	March 31, 2026		March 31, 2025
Government grant assistance offset against research and development	$	5,590	$	2,000
Government grant assistance offset against construction in progress	$	20,434	$	18,000

Amortization of Acquired Intangibles

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

Finance and Interest Expense, net

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

Other Income, net

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

Income Tax Expense

Income tax expense includes the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements or tax returns. For further information, see Part II, Item 8, “Notes to Consolidated Financial Statements—Note 2. Summary of Significant Accounting Policies–Income Taxes” in our Form 10-K for further details.

Results of Operations

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


	Three Months Ended				Change
(dollars in thousands)	March 31, 2026		March 31, 2025		Year over Year		%
Net sales	$	35,246	$	34,507	$	739	2.1	%
Cost of sales	36,792		28,922		7,870		27.2	%
Gross (loss) profit	(1,546)		5,585		(7,131)		(127.7)	%
Operating expenses:
Selling, general, and administrative	31,357		26,286		5,071		19.3	%
Research and development	7,511		4,040		3,471		85.9	%
Amortization of acquired intangibles	4,233		1,548		2,685		173.4	%
Loss from operations	$	(44,647)	$	(26,289)	$	(18,358)	69.8	%
Other income (expense):
Finance and interest expense, net	(2,114)		(2,729)		615		(22.5)	%
Other income, net	4,043		1,137		2,906		*
Loss before income taxes	(42,718)		(27,881)		(14,837)		53.2	%
Income tax expense	3,226		48		3,178		*
Net loss	(45,944)		(27,929)		(18,015)		64.5	%
Net loss attributable to noncontrolling interests	(1,961)		(991)		(970)		97.9	%
Net loss attributable to Voyager Technologies, Inc.	$	(43,983)	$	(26,938)	$	(17,045)	63.3	%

__________________

*% Change not meaningful; non-meaningful changes are defined as greater than absolute value of 200% change or a change from 0%

Net sales


	Three Months Ended				Change
(dollars in thousands)	March 31, 2026		March 31, 2025		Year over Year		%
Net sales	$	35,246	$	34,507	$	739	2.1	%

The increase in net sales for the three months ended March 31, 2026, compared to the three months ended March 31, 2025 was primarily related to an increase in U.S. sales of $1.7 million and partially offset by decreases in sales in the international market. For a further discussion of the drivers behind the change in revenues, see “—Results by Segment.”

Cost of sales


	Three Months Ended				Change
(dollars in thousands)	March 31, 2026		March 31, 2025		Year over Year		%
Cost of sales	$	36,792	$	28,922	$	7,870	27.2	%

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

Selling, general, and administrative


	Three Months Ended				Change
(dollars in thousands)	March 31, 2026		March 31, 2025		Year over Year		%
Selling, general, and administrative	$	31,357	$	26,286	$	5,071	19.3	%

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

Research and development


	Three Months Ended				Change
(dollars in thousands)	March 31, 2026		March 31, 2025		Year over Year		%
Research and development	$	7,511	$	4,040	$	3,471	85.9	%

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

Amortization of acquired intangibles


	Three Months Ended				Change
(dollars in thousands)	March 31, 2026		March 31, 2025		Year over Year		%
Amortization of acquired intangibles	$	4,233	$	1,548	$	2,685	173.4	%

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

Finance and interest expense, net


	Three Months Ended				Change
(dollars in thousands)	March 31, 2026		March 31, 2025		Year over Year		%
Finance and interest expense, net	$	(2,114)	$	(2,729)	$	615	(22.5)	%

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

Other income, net


	Three Months Ended				Change
(dollars in thousands)	March 31, 2026		March 31, 2025		Year over Year		%
Other income, net	$	4,043	$	1,137	$	2,906	*

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

Income tax expense


	Three Months Ended				Change
(dollars in thousands)	March 31, 2026		March 31, 2025		Year over Year		%
Income tax expense	$	3,226	$	48	$	3,178	*

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

Results by Segment

Our Chief Operating Decision Maker (“CODM”) measures the performance of our reportable segments based on net sales and Adjusted EBITDA. Our operating and reportable segments are: (i) Defense and Space Technologies and (ii) Starlab Space Stations.

Effective the first fiscal quarter of 2026, we combined the Defense and National Security and Space Solutions segments into a single Defense and Space Technologies segment in order to align with how CODM views results. The segment data for the comparable period presented has been recast to conform to the current period presentation for all activities of the reorganized segments. Recasting this historical information did not have an impact on our condensed consolidated financial performance for the period presented.

During the second quarter of 2025, the Adjusted EBITDA metric was modified to remove non-cash services as an add back, and prior periods have been have recast to present Adjusted EBITDA to align with the new composition of the metric. These costs were historically only prevalent within the Starlab Space Stations segment and at the Corporate level. See Note 13, “Segment Reporting” to our condensed consolidated financial statements included elsewhere in this Quarterly Report.


	Three Months Ended
(dollars in thousands)	March 31, 2026		March 31, 2025
Net Sales:
Defense and Space Technologies	$	36,157	$	35,848
Starlab Space Stations	—		—
Total net sales, reportable segments	36,157		35,848
Intersegment eliminations	(911)		(1,341)
Total net sales	$	35,246	$	34,507

Adjusted EBITDA:
Defense and Space Technologies	$	(11,505)	$	(1,068)
Starlab Space Stations	(5,418)		(2,814)
Total Adjusted EBITDA, reportable segments	(16,923)		(3,882)
Intersegment eliminations	—		—
Corporate and other expenses	(16,408)		(17,474)

Defense and Space Technologies

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


	Three Months Ended						Change
(dollars in thousands)	March 31, 2026			March 31, 2025			Year over Year		%
Net sales	$	36,157		$	35,848		$	309	0.9	%

Adjusted EBITDA	$	(11,505)		$	(1,068)		$	(10,437)	*
Adjusted EBITDA margin percentage	(31.8)		%	(3.0)		%

The increase in net sales during the three months ended March 31, 2026 was driven primarily by a $0.2 million increase in commercial net sales compared to the three months ended March 31, 2025, along with an increase of $0.1 million in U.S. government net sales during the three months ended March 31, 2026, compared to the three months ended March 31, 2025. The increase in net sales for the three months ended March 31, 2026 was driven by product line performance for new programs in the Voyager portfolio, offset by programs that concluded during the 2025 fiscal year. The decrease in Adjusted EBITDA during the three months ended March 31, 2026 was driven by the increase of $2.1 million of segment research and development expenses related to increased investment in product development, along with program cost growth of $6.0 million compared to the three months ended March 31, 2025.

Starlab Space Stations

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


	Three Months Ended				Change
(dollars in thousands)	March 31, 2026		March 31, 2025		Year over Year		%
Net sales	$	—	$	—	$	—	*

Adjusted EBITDA	$	(5,418)	$	(2,814)	$	(2,604)	(92.5)	%
Adjusted EBITDA margin percentage	*		*

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

Intersegment Eliminations

Intersegment eliminations are related to projects between our segments, including the construction of our Starlab program. Intersegment eliminations decreased to $0.9 million for the three months ended March 31, 2026, compared to $1.3 million for the three months ended March 31, 2025. The decrease in intersegment eliminations was primarily related to a decrease in Starlab driven programs.

Key Performance Indicators and Non-GAAP Financial Measures

In assessing the performance of our business, in addition to considering a variety of measures in accordance with GAAP, our management team also monitors key operational metrics and non-GAAP financial measures that assist us in evaluating our business, measuring our performance, identifying trends, formulating financial projects and making strategic decisions.

We believe that these operational metrics and non-GAAP financial measures provide useful information to users of our financial statements in understanding and evaluating our results of operations in the same manner as our management team. The presentation of operational metrics and non-GAAP financial measures is not intended to be considered in isolation or as a substitute for, or superior to, the financial information prepared and presented in accordance with GAAP.

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


(dollars in thousands)	March 31, 2026		December 31, 2025
Funded backlog(1)
Defense and Space Technologies	$	147,224	$	140,102
Starlab Space Stations	6,003		6,003
Total funded backlog	153,227		146,105
Unfunded backlog(2)	122,051		119,485
Total backlog	$	275,278	$	265,590

__________________

(1)Funded backlog is comprised of projects for which we have received a written contract or purchase order, either executed or awaiting execution, excluding any unfunded contract options. Our backlog may also include, as of any date of estimation, change orders for any project that have been confirmed, either in writing or verbally, or formally contracted.

(2)Unfunded backlog represents unfunded contract value remaining on contracts, customer options for f35uture products or services that have not yet been exercised and potential bookings under IDIQ contracts. As of March 31, 2026, unfunded backlog was primarily comprised of customer options for future products or services that have not yet been exercised in the Defense and Space Technologies segment.


	Three Months Ended
(dollars in thousands, except per share amounts)	March 31, 2026		March 31, 2025
Net sales	$	35,246	$	34,507
Gross (loss) profit	$	(1,546)	$	5,585
Net loss attributable to Voyager Technologies, Inc.	$	(43,983)	$	(26,938)
Adjusted EBITDA(1)	$	(33,331)	$	(21,356)
Adjusted net loss per share(2)	$	(0.61)	$	(2.14)
Net cash used in operating activities	$	(39,712)	$	(14,354)
Free cash flow(3)	$	(66,794)	$	(23,324)

___________________

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

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

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

Non-GAAP Financial Measures

Non-GAAP financial measures are not calculated or presented in accordance with GAAP and other companies in our industry may calculate them differently than we do. As a result, non-GAAP financial measures have limitations as analytical and comparative tools and you should not consider them in isolation, or as a substitute, for analysis of our results as reported under GAAP. In addition, in evaluating Adjusted EBITDA, adjusted loss per share and free cash flow, you should be aware that in the future we may incur expenses similar to those eliminated in this presentation. Our presentation of Adjusted EBITDA, adjusted loss per share and free cash flow should not be construed as an inference that our future results will be unaffected by unusual items. Management compensates for these limitations by primarily relying on our GAAP results in addition to using Adjusted EBITDA, adjusted loss per share and free cash flow supplementally.

Adjusted EBITDA

We consider Adjusted EBITDA to be a useful, supplemental, measure of our operating performance. We use Adjusted EBITDA to supplement GAAP measures in evaluating the performance of our business and the effectiveness of our strategies, to make budgeting decisions, make certain compensation decisions, and to compare our performance against that of our peer companies, many of which present similar non-GAAP financial measures.

In addition, we believe Adjusted EBITDA provides a useful measure for period-to-period comparisons of our business, as it removes the impact of our capital structure and other items not indicative of our core operating performance from operating results.

We define EBITDA as net loss attributable to Voyager Technologies, Inc. plus (less) finance and interest expense, provision for income tax expense, and depreciation and amortization. We define Adjusted EBITDA as EBITDA adjusted for stock-based compensation, business acquisition costs, restructuring charges, net (loss) income attributable to noncontrolling interests, and other items we do not believe are indicative of our core operating performance, including incremental organizational costs attributable to our initial public offering, changes in the fair value of earnout liabilities, and foreign exchange gain/loss. The reconciliation between EBITDA, Adjusted EBITDA, and net loss attributable to Voyager Technologies, Inc. (the most comparable GAAP measure) is shown below:


	Three Months Ended
(dollars in thousands)	March 31, 2026		March 31, 2025
Net loss attributable to Voyager Technologies, Inc.	$	(43,983)	$	(26,938)
Finance and interest expense, net	2,114		2,729
Depreciation and amortization	6,033		2,602
Income tax expense	3,226		48
EBITDA	(32,610)		(21,559)
Stock-based compensation	4,129		1,723
Business acquisition costs(1)	411		156
Restructuring(2)	744		418
Net loss attributable to noncontrolling interests	(1,961)		(991)
Interest income	(3,819)		(1,085)
Other(3)	(225)		(18)
Adjusted EBITDA	$	(33,331)	$	(21,356)

___________________

(1)Business acquisition costs include legal costs and incremental transaction costs associated with an acquisition.

(2)Restructuring includes costs for retention and severance payments related to management’s decision to undertake certain actions to realign our cost structure through workforce reductions and the closure of certain facilities, businesses and product lines.

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

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

We consider adjusted net loss attributable to common shareholders and adjusted net loss per common share to be useful, supplemental measures of our operations on a consolidated basis and on a per share basis adjusting for items that are considered either non-operational, significant infrequent expenses, or sources of income that are not recurring to the business on a frequent basis. We define adjusted net loss attributable to common shareholders as the net income or loss attributable to common shareholders adjusted for stock-based compensation, business acquisition costs, restructuring, impairment losses, deferred income tax expense and other items mainly related to financing expenses and other individually immaterial items. We define adjusted net loss per common share as adjusted net loss attributable to common shareholders divided by our diluted basis number of weighted-average shares outstanding during the period. Since the adjustments made for presentational purposes do not impact the tax basis, the adjustments have been presented on a tax free basis.


	Three Months Ended
(dollars in thousands, except per share data)	March 31, 2026		March 31, 2025
Net loss attributed to common shareholders	$	(43,983)	$	(32,939)
Stock-based compensation	4,129		1,723
Business acquisition costs(1)	411		156
Restructuring(2)	744		418
Deferred income tax expense	3,163		(2)
Other(3)	(225)		(18)
Adjusted net loss attributable to common shareholders	(35,761)		(30,662)
Adjusted net loss per common share	$	(0.61)	$	(2.14)

__________________

(1)Business acquisition costs include legal costs and incremental transaction costs associated with an acquisition.

Free Cash Flow

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

We believe that while expenditures and dispositions of property and equipment will fluctuate on a period-to-period basis, we seek to ensure that we have adequate capital on hand to maintain ongoing operations and enable growth of the business. Additionally, free cash flow is of limited usefulness in that it does not represent residual cash flows available for discretionary expenditures due to the fact the measure does not deduct the payments required for debt service and other contractual obligations or payments.

We define free cash flow as the sum of our cash used in operating activities less our net capital expenditures. The net capital expenditures are defined as the gross capital expenditures for the purchase of property and equipment less the grant funding we received in order to make such purchases. Based on the nature of government grants for purposes of funding capital expenditures on our Starlab program or other government funded capital expenditure programs, these grants are pass through for purposes of making capital expenditures as they are directly used to source funding on capital expenditures. Our calculation of free cash flow may not be comparable to the calculation of similarly titled measures reported by other companies. The reconciliation between free cash flow and net cash used in operating activities (the most comparable GAAP measure) is shown below:


	Three Months Ended
(dollars in thousands)	March 31, 2026		March 31, 2025
Net cash used in operating activities	$	(39,712)	$	(14,354)
Purchases of property and equipment	(51,116)		(26,970)
Grant funding for property and equipment	24,034		18,000
Free cash flow	$	(66,794)	$	(23,324)

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


	Three Months Ended
(dollars in thousands)	March 31, 2026		March 31, 2025
Total Voyager capital expenditures	$	51,116	$	26,970
Less: Starlab Space Stations capital expenditures	37,828		25,894
Capital expenditures excluding Starlab Space Stations	$	13,288	$	1,076

Innovation Spend

We are focused on delivering innovative solutions to the defense, national security, and space end markets, and research and development is at the core of our business. We believe innovation spend and innovation spend excluding Starlab provide our management and investors useful measures of our aggregate spend on research and development type activities in support of our customers’ needs and our future growth. However, innovation spend is an operating metric, not a financial measure calculated or presented in accordance with GAAP, and companies in our industry may calculate innovation spend or similar operating metrics differently than we do. We define innovation spend as qualified research and development costs associated with the Internal Revenue Service (“IRS”) Section 174 categorization, as well as spend on designated development programs. Development programs are defined as initiatives that, when developed, will expand our product offerings under a customer funded arrangement. Innovation spend is comprised of various costs recognized in cost of sales and research and development costs within our consolidated statements of operations, as well as certain costs capitalized within property and equipment, net on our consolidated balance sheets. We define innovation spend excluding Starlab as innovation spend, minus the portion of innovation spend attributable to Starlab Space Stations. The table below sets forth the components of our innovation spend and innovation spend excluding Starlab for the three months ended March 31, 2026 and March 31, 2025:


	Three Months Ended
(dollars in thousands)	March 31, 2026			March 31, 2025
Qualified research and development under section 174	$	45,040		$	33,599
Development program innovation spend(1)	8,318			5,513
Innovation spend	53,358			39,112
Less: Starlab Space Stations innovation spend	36,571			29,378
Innovation spend excluding Starlab Space Stations	$	16,787		$	9,734
Innovation spend as a percentage of net sales	151.4		%	113.3		%
Innovation spend excluding Starlab Space Stations as a percentage of net sales	47.6		%	28.2		%

___________________

(1)Development program innovation spend represents program spend on designated innovation programs within the business that is necessary for fulfillment of performance obligations on revenue generating programs.

Liquidity and Capital Resources

As of March 31, 2026, we had cash and cash equivalents of approximately $429.4 million, which primarily consisted of proceeds from our 2030 Convertible Notes, demand deposits, and money market mutual funds substantially all held within U.S. bank accounts. As of March 31, 2026, we also had $212.1 million in available revolver capacity, which brings our available liquidity to $641.4 million.

We currently expect that our principal sources of funding will include our cash from operations, current cash balances and ability to draw on our Credit Facility. We are focused on maintaining flexibility in the future evolution of our capital structure and seeking to access the lowest cost of capital while also remaining opportunistic as organic and external opportunities arise. Targeted external growth opportunities would be funded primarily with a mix of equity, cash, and debt. In addition to NASA funding, we expect to consider all financing options for Starlab, including funding through a combination of customer prebuys, the largest examples being other international space agencies, where prospective customers pay us in advance for usage of Starlab, as well as capital markets financing, including equity and project-based financing.

Since inception, we have incurred cumulative losses from operations and had an accumulated deficit of $429.9 million as of March 31, 2026. We will need to raise additional funds to meet our long-term strategic plans, and management believes it will be able to obtain additional financing to fund its operations. However, there can be no assurance that we will be successful in achieving our strategic plans, that our cash balance and future capital raises will be sufficient to support our ongoing operations, or that any additional financing will be available in a timely manner or on acceptable terms, if at all. Management’s plans include, but are not limited to, generating revenue from engineering services and product sales to customers and seeking external sources of liquidity via a mix of equity and debt.

In June 2025, we completed our initial public offering ("IPO") of an aggregate of 14,200,645 shares of our Class A common stock, par value $0.0001 (“Class A common stock”), which includes the exercise in full by the underwriters of their option to purchase an additional 1,852,258 shares of Class A common stock, at a public offering price of $31.00 per share. We received aggregate proceeds of $409.4 million, net of underwriting discounts.

On November 12, 2025 and November 30, 2025, we issued $435.0 million and $25.0 million, respectively, in aggregate principal amount of 0.75% Convertible Senior Notes due 2030 (the “2030 Convertible Notes”) in a private placement to qualified institutional buyers pursuant to Rule 144A under the Securities Act. The total net proceeds from the offering, after deducting debt issuance costs, was $447.3 million without taking into account the Capped Call Transactions and Prepaid Forward Transaction. The 2030 Convertible Notes accrue interest at a rate of 0.75% per annum, payable semi-annually in arrears on May 15 and November 15 of each year, beginning on May 15, 2026.

Our primary operating cash requirements include the payment of compensation and related costs, financing acquisitions, ongoing investment in Starlab and costs for our facilities and information technology infrastructure. As of March 31, 2026, we believe our existing cash and cash equivalents and cash from operations will be sufficient to meet our working capital and capital expenditure needs over the next twelve months.

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

Specifically, our costs, operating expenses and capital expenditures will increase as we:

•grow our revenue base;

•scale up our manufacturing processes and capabilities;

•maintain, expand and protect our intellectual property portfolio; and

•hire additional personnel in management to support the expansion of our operational, financial, information technology, and other areas to support our operations as a public company.

Although we believe that our current capital is adequate to sustain our operations for a period of time, changing circumstances may cause us to consume capital significantly faster than we currently anticipate, and we may need to spend more money than currently expected because of circumstances beyond our control.

Summary of Cash Flows

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


	Three Months Ended				Change
(dollars in thousands)	March 31, 2026		March 31, 2025		Year over Year
Net cash used in operating activities	$	(39,712)	$	(14,354)	$	(25,358)
Net cash used in investing activities	(32,919)		(8,970)		(23,949)
Net cash provided by financing activities	10,682		142,854		(132,172)
Effect of foreign exchange on cash and cash equivalents	(19)		28		(47)
Net (decrease) increase in cash and cash equivalents	$	(61,968)	$	119,558	$	(181,526)

Operating Activities

Cash flows from operating activities can vary significantly from period to period as a result of our working capital requirements, given our portfolio of programs and the timing of milestone receipts and payments with customer and suppliers in the ordinary course of business. Investment in working capital is also necessary to build our business and manage supplier activities within program arrangements. We expect working capital balances to continue to vary from period to period. We efficiently fund our working capital requirements with financing activities.

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

Investing Activities

The primary driver for the increase in cash used in investing activities for the three months ended March 31, 2026, as compared to the three months ended March 31, 2025, was the cash used to purchase property and equipment of $24.1 million. The cash used to settle acquisition working capital amounts was offset by increases in grant funding for construction in progress activities.

Financing Activities

The decrease of cash generated in financing activities for the three months ended March 31, 2026, as compared to the three months ended March 31, 2025, was driven by proceeds from our cash raised during the three months ended March 31, 2025 of $142.6 million for our Series C and common stock fundraising. This decrease was partially offset by the $7.0 million sale of noncontrolling interest and $3.6 million in the exercise of stock options that occurred during the three months ended March 31, 2026.

Outstanding Indebtedness

The following table summarizes our long-term debt:


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


2030 Convertible Notes	$	460,000	$	460,000



Less: debt issuance costs	(11,732)		(12,366)
Net carrying amount	448,268		447,634
Less: current portion	—		—
Total long-term debt, net	$	448,268	$	447,634

Credit Facility

On May 30, 2025, we entered into a new senior secured revolving credit facility (the “Credit Facility”) with a syndicate of lenders, led by JP Morgan Chase Bank, N.A., providing for aggregate commitments of $200.0 million. The Credit Facility is being used for working capital and other general corporate purposes. The Credit Facility has an initial maturity of four years from the closing date and includes an uncommitted accordion feature that permits us, subject to certain conditions, to request an increase in the aggregate commitments by up to an additional $150.0 million, for a total potential facility size of $350.0 million. Borrowings under the Credit Facility bear interest at a variable rate based on Adjusted Term SOFR plus an applicable margin. The applicable margin for borrowings ranges from 2.25% to 2.75%, depending on our consolidated liquidity levels, as defined in the agreement. In addition, we are required to pay an undrawn commitment fee ranging from 0.25% to 0.30% on the unused portion of the Credit Facility, also based on liquidity levels. The Credit Facility contains customary covenants, representations and warranties, and events of default, including, among others, restrictions on the incurrence of additional indebtedness, the creation of liens, certain fundamental changes, and certain restricted payments. Covenants include financial covenants, such as a minimum liquidity amount as of the last day of each fiscal quarter and minimum consolidated revenue amounts over a trailing four quarter period. The obligations under the Credit Facility are secured by substantially all of Voyager and our domestic subsidiaries’ assets, with the exception of Starlab, subject to certain customary exceptions. During the year ended December 31, 2025, we used the Credit Facility to draw down $64.5 million and repay our outstanding Term Loan commitment. The withdrawn funds were repaid the same day to the Credit Facility.

2030 Convertible Notes

On November 12, 2025 and November 30, 2025, we issued $435.0 million and $25.0 million, respectively, in aggregate principal amount of 0.75% Convertible Senior Notes due 2030 (the “2030 Convertible Notes”), which will mature on November 15, 2030, unless earlier repurchased, redeemed or converted. The initial conversion rate is 32.2799 shares of Class A common stock per $1,000 principal amount of 2030 Convertible Notes, which represents an initial conversion price of approximately $30.98 per share of Class A common stock.

As of March 31, 2026, the principal outstanding is $460.0 million. Debt discount and issuance costs related to the 2030 Convertible Notes totaled $11.7 million for the period ended March 31, 2026 and are amortized to interest expense, included within other income (expense), net on our condensed consolidated statements of operations over the contractual term of the notes. For the three months ended March 31, 2026, there was $0.6 million in amortization of debt discount and issuance costs. The 2030 Convertible Notes accrue interest at a rate of 0.75% per annum, payable semi-annually in arrears on May 15 and November 15 of each year, beginning on May 15, 2026. Interest expense associated with the 2030 Convertible Notes was $0.9 million for the three months ended March 31, 2026.

Capped Call Transactions

In connection with the pricing of the 2030 Convertible Notes, we entered into privately negotiated capped call transactions (the “Capped Call Transactions”) with certain of the initial purchasers in the offering of the 2030 Convertible Notes or their affiliates and certain other financial institutions. Pursuant to the Capped Call Transactions, we used approximately $66.7 million of the net proceeds from the offering of the 2030 Convertible

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

The Capped Call Transactions are expected generally to reduce the potential dilution to holders of our Class A common stock upon any conversion of the 2030 Convertible Notes and/or offset any potential cash payments we are required to make in excess of the principal amount of 2030 Convertible Notes upon conversion of the 2030 Convertible Notes in the event that the market price per share of the Class A common stock is greater than the strike price of the Capped Call Transactions, with such reduction and/or offset subject to a cap. The cap price of the Capped Call Transactions was $59.58 per share, which represented a premium of approximately 150.0% over the last reported sale price of the Class A common stock on November 6, 2025, and is subject to certain adjustments under the terms of the Capped Call Transactions.

The Capped Call Transactions are separate transactions we have entered into and are not part of the terms of the 2030 Convertible Notes and will not change any Noteholders’ rights under the 2030 Convertible Notes.

Prepaid Forward Transaction

On November 6, 2025, in connection with the pricing of the 2030 Convertible Notes, we entered into a prepaid forward stock purchase transaction (the “Prepaid Forward Transaction”) with one of the initial purchasers or its affiliates (the “Forward Counterparty”) of the 2030 Convertible Notes. Pursuant to the Prepaid Forward Transaction, we used approximately $131.1 million of the net proceeds from the offering of the 2030 Convertible Notes to fund the Prepaid Forward Transaction. The initial aggregate number of shares of our Class A common stock underlying the Prepaid Forward Transaction is 5,503,464 shares. If we pay a cash dividend on our Class A common stock, then the Forward Counterparty is required to pay an equivalent amount to us. The maturity date for the Prepaid Forward Transaction is scheduled to be the maturity date of the 2030 Convertible Notes, subject to early settlement. Upon settlement of the Prepaid Forward Transaction, at maturity or upon any early settlement, the Forward Counterparty will deliver to us the number of shares of Class A common stock underlying the Prepaid Forward Transaction or the portion thereof being settled early. The Prepaid Forward Transaction has been accounted for as a reduction to additional paid-in capital, and will be considered treasury stock upon physical settlement. The shares purchased under the Prepaid Forward are treated as a reduction in Additional paid-in capital and are not outstanding for purposes of the calculation of basic and diluted earnings per share.

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

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

During the three months ended March 31, 2026, 343,200 shares were physically delivered to us, and are considered treasury stock. These shares are not included in the weighted-average shares outstanding calculation because they are considered shares issued but not outstanding. As of March 31, 2026, 343,200 shares have been physically delivered to us in connection with the Prepaid Forward.

Treasury Stock Repurchase

On November 12, 2025, we used approximately $27.7 million of the net proceeds of the offering of the 2030 Convertible Notes to repurchase 1,162,477 shares of Class A common stock. The purchase price of the treasury stock is $23.83 per share. Treasury stock repurchases are not included in the weighted-average shares outstanding calculation because they are considered shares issued but not outstanding.

Starlab Credit Facility

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

based on the amount of preferred equity raised. The Starlab Credit Facility has an initial maturity of three years from the closing date or upon denial of a NASA contract. Borrowings under the Starlab Credit Facility bear interest based on the Secured Overnight Financing Rate (“SOFR”) rate plus basis points ranging depending on total liquidity. In addition, we are required to pay an undrawn commitment fee ranging from 0.25% to 0.50% on the unused portion of the Starlab Credit Facility, also based on liquidity levels. As of March 31, 2026, we had no drawn amounts on the Starlab Credit Facility. See Part I, Item 1, “Notes to Condensed Consolidated Financial Statements— Note 9. Debt”, for additional information.

Off-Balance Sheet Arrangements

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

Critical Accounting Policies and Estimates

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

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

We have operations within and outside of the United States, and as such we are exposed to market risks in the ordinary course of our business, including the effects of interest rate changes and fluctuations in foreign currency exchange rates. Information relating to quantitative and qualitative disclosures about these market risks is set forth below.

Interest Rate Risk

We had cash and cash equivalents totaling $429.4 million as of March 31, 2026. Our cash and cash equivalents are held for working capital purposes.

Our cash equivalents and our investment portfolio are subject to market risk due to changes in interest rates. Due in part to these factors, our future investment income may fall short of our expectations due to changes in interest rates or we may suffer losses in principal if we are forced to sell securities that decline in market value due to changes in interest rates. However, because we classify our marketable securities as “available for sale,” no gains are recognized due to changes in interest rates. As losses due to changes in interest rates are generally not considered to be credit related changes, no losses in such securities are recognized due to changes in interest rates unless we intend to sell, it is more likely than not that we will be required to sell, we sell prior to maturity or we otherwise determine that all or a portion of the decline in fair value are due to credit related factors.

As of March 31, 2026, a hypothetical 10% relative change in interest rates would not have had a material impact on the value of our cash equivalents or investment portfolio. However, none of our outstanding indebtedness held as of March 31, 2026 was subject to variable interest rates. Fluctuations in the value of our cash equivalents and investment portfolio caused by a change in interest rates (gains or losses on the carrying value) are recorded in other comprehensive income (loss) and are realized only if we sell the underlying securities prior to maturity.

As of March 31, 2026, we are not exposed to interest rate risk on variable-rate borrowings based on the retirement of our debt commitments. As of March 31, 2026, we had no variable rate indebtedness and are therefore not subject to any hypothetical interest rate fluctuations.

We may decide in future periods to engage in hedging transactions to further mitigate the interest rate risk under our variable-rate borrowings.

Foreign Currency Risk

Although the majority of our transactions are denominated in U.S. dollars, some of our transactions are denominated in foreign currencies. Certain contractual relationships with customers and vendors mitigate risks from currency exchange rate changes that arise from normal purchasing and normal sales activities. Our revenue and purchase contracts are primarily denominated in U.S. dollars. However, fluctuations in the value of foreign currencies may make payments in U.S. dollars, as provided for under our existing contracts, more difficult for foreign customers. In addition, fluctuations in foreign currencies could introduce volatility into our condensed consolidated financial statements for contracts denominated in a foreign currency. As of March 31, 2026, a hypothetical 10% depreciation in the U.S. dollar relative to the year end foreign currencies under our contracts in place as of those dates would not have had a material impact to our net sales.

ITEM 4. CONTROLS AND PROCEDURES

Limitations on Effectiveness of Controls and Procedures

In designing and evaluating our disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives. In addition, the design of disclosure controls and procedures must reflect that there are resource constraints and that management is required to apply judgment in evaluating the benefits of possible controls and procedures relative to their costs.

Evaluation of Disclosure Controls and Procedures

Our management, with the participation of our principal executive officer and principal financial officer, evaluated the effectiveness of our disclosure controls and procedures (as defined in Rule 13a-15(e) and 15d-15(e) under the Exchange Act) as of the end of the period covered by this Quarterly Report on Form 10-Q. Based upon such evaluation, our principal executive officer and principal financial officer have concluded that our disclosure controls and procedures were effective at the reasonable assurance level as of March 31, 2026.

Changes in Internal Control Over Financial Reporting

There were no changes in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the quarterly period covered by this Quarterly Report on Form 10-Q that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

We are from time to time subject to various claims, lawsuits and other legal and administrative proceedings arising in the ordinary course of business. However, we do not consider any such claims, lawsuits or proceedings that are currently pending, individually or in the aggregate, to be material to our business or likely to result in a material adverse effect on our future operating results, financial condition or cash flows.

ITEM 1A. RISK FACTORS

Our business, financial condition and operating results can be affected by a number of factors, including but not limited to those described as risk factors, any one or more of which could, directly or indirectly, cause our actual operating results and financial condition to vary materially from past, or anticipated future, operating results and financial condition. For a discussion of these potential risks and uncertainties, see the section entitled “Risk Factors” in our Form 10-K, which risk factors are incorporated herein by reference. Any of these factors, in whole or in part, could materially and adversely affect our business, financial condition, operating results and the price of our common stock. There have been no material changes in our risk factors to those included in our Form 10-K.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

Recent Sales of Unregistered Securities

None.

ITEM 5. OTHER INFORMATION

(a)Disclosure in lieu of reporting on a Current Report on Form 8-K.

None.

(b)Material changes to the procedures by which security holders may recommend nominees to the board of directors.

None.

(c)Insider trading arrangements and policies.

During the quarter ended March 31, 2026, none of our directors or “officers” (as defined in 16a-1(f) of the Exchange Act) adopted, modified or terminated a “Rule 10b5-1 trading arrangement” or a “non-Rule 10b5-1 trading arrangement” as each such terms are defined under Rule 408 of Regulation S-K.

ITEM 6. EXHIBITS

The following exhibits are filed as part of, or incorporated by reference into, this Quarterly Report:

Incorporated by Reference

Exhibit Number

Exhibit Description

Form

File No.

Exhibit

Filing Date

Filed/Furnished Herewith

3.1

Amended and Restated Certificate of Incorporation of Voyager Technologies, Inc.

8-K

001-42694

3.1

6/12/2025

3.2

Amended and Restated Bylaws of Voyager Technologies, Inc.

8-K

001-42694

3.2

6/12/2025

4.1

Specimen Stock Certificate evidencing the shares of Class A common stock

S-1/A

333-287354

4.1

6/2/2025

31.1

Certification of the Chief Executive Officer pursuant to Rule 13a-14(a) of the Exchange Act, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

31.2

Certification of the Chief Financial Officer pursuant to Rule 13a-14(a) of the Exchange Act, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

32.1

Certification of the Chief Executive Officer pursuant to Rule 13a-14(b) of the Exchange Act and 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes Oxley Act of 2002

32.2

Certification of the Chief Financial Officer pursuant to Rule 13a-14(b) of the Exchange Act and18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes Oxley Act of 2002

101.INS

XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document

101.SCH

Inline XBRL Taxonomy Extension Schema With Embedded Linkbase Documents

104

Cover Page Interactive Data File (embedded within the Inline XBRL document)

________________

* Filed herewith

** Furnished herewith

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.


			VOYAGER TECHNOLOGIES, INC.

Date: May 5, 2026			By: /s/ Dylan Taylor
			Dylan Taylor
			Chief Executive Officer and Chairman (principal executive officer)



Date: May 5, 2026			By: /s/ Filipe De Sousa
			Filipe De Sousa
			Chief Financial Officer (principal financial officer)



Date: May 5, 2026			By: /s/ Lance Weber
			Lance Weber
			Chief Accounting Officer (principal accounting officer)

Voyager Technologies, Inc./DE 10-Q