IRDM 10-K & 10-Q changes, risk factors and insider trading

From time to time, we experience temporary intermittent losses of signal cutting off calls in progress, preventing completionsthe completion of calls when made, or disrupting the transmission of data. If the magnitude or frequency of such problems increases and we are no longer able to provide a commercially acceptable level of service, our business and financial results and our reputation would be hurt, and our ability to pursue our business plan would be compromised.

We have in the past and may in the future experience in-orbit malfunctions of our satellites, which could adversely affect the reliability of their service or result in total failure of the satellite. In-orbit failure of a satellite or temporary outage of a service or a satellite may result from various causes, including component failure, software issues, loss of power or fuel, inability to control positioning of the satellite, solar or other astronomical events, including solar radiation and flares, and space debris. Other factors that could affect the useful lives of our satellites include the quality of construction, gradual degradation of solar panels and the durability of components. We do not have, and do not have plans to obtain, in-orbit insurance to protect against losses. As a result, a failure of one or more of our satellites, the occurrence of equipment failures and other related problems would constitute an uninsured loss. Although we do not incur any direct cash costs related to the failure of a single satellite, if a satellite fails, we record an impairment charge in our statement of operations to reduce the remaining net book value of that satellite to zero, and any such impairment charges could depressreduce our net income for the period in which the failure occurs. Further, a large number of such failures could shorten the expected life of our constellation, which would increase our depreciation expense, or require us to replace our constellation sooner than currently planned, either of which would increase our projected capital expenditures.

If operations at our commercial gateways orground operations center were to be disrupted, we may experience interruptions in our ability to provide service to our customers.

Our commercial satellite network traffic is grounded at our satellite teleport network facilities and supported by a gateway in Tempe, Arizona, or, for traffic within Russian boundaries only, a gateway in Izhevsk, Russia. We operate our satellite constellation from our satellite network operations center in Leesburg, Virginia. Our ground operations may be disrupted as a result of, among other things, natural disasters, extreme weather, power outages, equipment failures, software issues, cyber or physical attack or sabotage, delays in deliveries, or regulatory issues, any of which could cause service shutdowns or periods of reduced service. Any such disruption would impede our ability to provide service to our customers. While we have business continuity and disaster recovery contingency plans designed to maintain operations in the event of disruptions, they may not be successful in practice nor contemplate all possible disruptions. If we arewere unable to use our primary commercial gateway in Tempe, we expect it could take us from oneup to eightseveral hours to switch operations to our backup facility for most services, and potentially longer for some services. During this time, our customers would be unable to use those services, and we could suffer a loss of revenue and harm to our reputation. When operating on our backup facility, any further failure could leave us unable to offer services for an extended period. Our gateways and operations center may also experience service shutdowns or periods of reduced service in the future as a result of equipment failures, delays in deliveries, or regulatory issues. Any such failure would impede our ability to provide service to our customers.

Some of the hardware and software we use in operating our gateways is significantly customized and tailored to meet our requirements and specifications and couldcan be difficult and expensive to service, upgrade or replace. Although we maintain inventories of some spare parts, it nonetheless may be difficult, expensive or impossible to obtain replacement parts for the hardware due to a limited number of those parts being manufactured to our requirements and specifications.specifications, if they are at all. Furthermore, for certain equipment, the OEM no longer supports the equipment, increasing the risk of service disruption in the event of any equipment failure. In addition, ourwe businessexpect planto contemplates updatingupdate or replacingreplace some of the hardware and software in our network as technology advances, but the complexity of our requirements and specifications may present us with technical and operational challenges that complicate or otherwise make it expensive or infeasible to carry out such upgrades and replacements. If we are not able to suitably service, upgrade or replace our equipment, our ability to provide our services and therefore to generate revenue could be harmed.

RapidOngoing and significant technological changes in the satellite communications industry may impair our competitive position and require us to make significant additional capital expenditures.

The satellite communications industry is subject to rapidongoing advancestechnological advancement and innovations in technology.innovation. We face competition from companies using new technologies and new satellite systems, including a significant number of new entrants who are developing or have announced a wide array of technologies, some of which compete directly with one or more of our existing or planned products and services. New technologytechnology, despite lengthy cycles, can fundamentally alter the competitive landscape and could render our system obsolete or less competitive by satisfying customer demand in more attractive ways or through the introduction of incompatible standards. Particular technological developments that could adversely affect us include the deployment by our competitors of new satellites and satellite constellations with greater power, flexibility, efficiency or capabilities than ours, as well as continuing improvements in terrestrial wireless technologies. Artificial intelligence technologies have rapidly developed in recent years, and our business may be adversely affected if we are unable to successfully integrate the technology into our business processes, products and service offerings as effectively as our competitors. For us to keep up with technological changes and remain competitive, we have made and mayexpect to continue to make significant research and development and capital expenditures, including capital to design and launch new products and services over the short to medium term, and, over the longer term, the potential acquisition of additional spectrum, new satellites, launch vehicles and other network resources to support continued growth. Customer acceptance of the products and services that we offer will continually be affected by technology-based differences in our product and service offerings compared to those of our competitors. New technologies may also be protected by patents or other intellectual property laws and therefore may not be available to us. Any failure on our part to implement new technology within our system may compromise our ability to compete.

We expect the secure transmission of confidential information over public networks to continue to be a critical element of our ability to compete for business, manage our risks, and protect our customers and our reputation. Our networkWe and thoseour distributors, partners, vendors and customers face numerous and evolving cybersecurity threats to the confidentiality, integrity and availability of our third-partyrespective serviceinformation providerstechnology systems, including threats from computer hackers and oursophisticated customersnation-state mayor benation-state vulnerablesupported actors, as well as incidents attributable to unauthorizedemployee access,error computeror attacks,wrongful virusesconduct, malfeasance, the exploitation of misconfigurations, “bugs” and other securityvulnerabilities problems.in Personshardware whoor circumventsoftware, securityor measuresother coulddisruptions wrongfullycaused accessby sophisticated social engineering and obtainmalware exploits (e.g., ransomware). Unauthorized access or use of information on our networknetwork, or causethe networks of our distributors, partners, vendors and customers, could result in material service interruptions, delays or malfunctions in our devices, services or operations, any of which could materially harm our reputation, cause demand for our products and services to fall, and compromise our ability to pursue our business plans. Recently, there have been reported several significant, widespread security attacks and breaches that have compromised network integrity for many companies and governmental agencies, in some cases reportedly originating from outside the United States. In addition, there are reportedly private products available in the market today that may attempt to unlawfully intercept communications made using our network. WeProtecting mayagainst beand requiredresponding to expendcybersecurity threats and attacks requires significant resources to respond to, contain, remediate, and protect against these attacks and threats, including compliance with applicable data breach and securitygovernment contracting laws and regulations,regulations. andCyberattacks tomay alleviatealso problems, includingcause reputational harm and litigation,result causedin bycostly these security incidents.litigation. In addition, in the event of such a security incident, our customer contracts may not adequately protect us against liability to third parties with whom our customers conduct business. AlthoughThreats to our physical sites or damage to physical infrastructure we haverely implementedon andcould intendalso toimpact continueour tooperations. implementA successful security measures,incident theseaffecting measuresus, mayour provesystems, todevices beor inadequate. These security incidentsservices could have a significantmaterial adverse effect on our systems,operations devicesor andfinancial services,results including system failures and delays that could limit network availability, which could harm our business and ouror reputation and result in substantial liability.

•our ability to maintain our relationship with U.S. government customers, particularly the DoDDoW;

Our agreements with U.S. government customers, particularly the DoD,DoW, which represent a significant portion of our revenue, are subject to termination and renewal.

The U.S. government, through a dedicated gateway owned and operated by the DoD,DoW, has been and continues to be, directly and indirectly, our largest customer, representing 27%29% and 25%28% of our revenue for the years ended December 31, 20242025 and 2023,2024, respectively. We provide the majority of our services to the U.S. government pursuant to our EMSS, SDA, ECS3 and ECS3SITH contracts. We entered into these contracts in September 2019, May 2022, March 2024 and MarchAugust 2024,2025, respectively. The EMSS contract continues through September 2026; with one six-month extension option exercisable at the election of the U.S. government. The SDA contract had a base term until January 2025, which was subsequently extended through September 2029, and we are currently in the second year of the first two-year extension period relating to operations and maintenance (O&M) services, with up to three remaining one-year options for O&M services exercisable at the election of the U.S. government to extend the term. The ECS3 contract had a base term through March 2025, and we are currently in the first ofone-year extension period, with up to fivethree remaining one-year options exercisable at the election of the U.S. government to extend the term; and the ECS3 contract has a base term that runs through March 2025, with four one-year extension options exercisable at the election of the U.S. government.term. The U.S. government may terminate these agreements, in whole or in part, at any time for its convenience. Our relationship with the U.S. government is also subject to the overall U.S. government policies, budget and appropriation decisions and processes. U.S. government budget and policy decisions, including with respect to defense spending, are based on changing government priorities and objectives, which are subject to change and are driven by numerous factors, including administration changes, geopolitical events and macroeconomic conditions, and are beyond our control. If the U.S. government terminates any or all of these agreements, we would lose a significant portion of our revenue.

As a U.S. government contractor or subcontractor, we are subject to extensive laws and regulations governing the award, administration and performance of U.S. government contracts. Among other things, these laws and regulations govern the allowability of costs incurred by us in the performance of U.S. government contracts. The pricing of some contracts, including the SDA contract, is based on estimated direct and indirect costs. The U.S. government is entitled to examine our cost records with respect to such contracts and to seek a downward adjustment to the price of the contract if it determines that we failed to furnish complete, accurate and current cost or pricing data in connection with the negotiation of the price of the contract. WeAs maya government contractor, we are also be subject to government audits and to review and approval of our policies, procedures and internal controls for compliance with procurement regulations and other applicable laws. If we doare notfound complyto be non-compliant with the terms of a contractcontract, or withan regulationsapplicable regulation, statute or statutes,executive order, we could be subject to downward contract price adjustments or refund obligations or could beobligations, assessed civil and criminal penaltiespenalties, or be debarred or suspended from obtaining future contracts for a specified period.period, Anyamong other potential negative consequences. A significant portion of our revenue is directly or indirectly derived from government contracts and thus any such suspensionadjustment, orpenalty, debarment or other sanction could have an adverse effect on our business. In addition, if we are unable to comply with security clearance requirements, we may be unable to perform these contracts or compete for other projects of this nature, which could adversely affect our revenue.

We license critical intellectual property and technology to operate and maintain our network and related ground infrastructure and services as well as to design, manufacture, and sell our devices. This intellectual property and technology is essential to our ability to continue to operate our constellation and sell our services and devices. In addition, we depend on third parties to develop enhancements to our current products and services even in circumstances where we own the intellectual property. If any third-party owner of such intellectual property or technology were to terminate any license agreement with us or cease to support and service such intellectual property or technology or perform development on our behalf, or if we are unable to renew such licenses on commercially reasonable terms or at all, it may be difficult, more expensive or impossible to obtain such intellectual property, technology, or services from alternative vendors. Any substitute intellectual property or technology may also be costly to develop and integrate, or could have lower quality or performance standards, which would adversely affect the quality of our devices and services. In connection with the development of new devices and services, we may be required to obtain additional intellectual property rights from third parties. We can offer no assurance that we will be able to obtain such intellectual property rights on commercially reasonable terms or at all. If we are unable to obtain such intellectual property rights on commercially reasonable terms, we may not be able to develop somecertain new devices and services.

In order toTo achieve the substantial future revenue growth we have projected,growth, we must develop and market new products and services. We currently face a variety of challenges, including maintaining the infrastructure and systems necessary for us to manage the growth of our business. As our product and service portfolio continues to expand, the responsibilities of our management team and demands on other company resources also increase. Consequently, we may further strain our management and other company resources with the increased complexities and administrative burdens associated with a larger, more complex portfolio of products and services. For example, we have in the past experienced quality issues and incorrect market assessments in connection with the introduction of new products and services, and we may experience such issues in the future. Our failure to meet these challenges as a result of insufficient management or other resources could significantly impede our ability to execute our business plan, which relies in part on our ability to leverage our largely fixed-cost infrastructure. To properly manage our growth, we may need to hire and retain additional personnel, upgrade our existing operational management and financial and reporting systems, and improve our business processes and controls. Failure to effectively manage the expansion of our portfolio of products and services in a cost-effective manner could result in declines in product and service quality and customer satisfaction, disruption of our operations, or increased costs, any of which would reduce our ability to increase our profitability.

In addition to our satellite-based competitors, terrestrial voice and data service providers, both wireline and wireless, could further expand into rural and remote areas and provide the same general types of services and products that we provide through our satellite-based system. Although satellite communications services and terrestrial communications services are not perfectentirely substitutes,interchangeable, the two compete in some markets and for some services. Consumers generally perceive terrestrial wireless voice communication products and services as cheaper and more convenient than those that are satellite-based. Many of our terrestrial competitors have greater resources, wider name recognition and newer technologies than we do. In addition, industry consolidation could hurtnegatively affect our competitive position us by increasing the scale or scope of our competitors, thereby making it more difficult for us to compete.compete in various market segments.

We select third-party distributors, in some cases on an exclusive basis, and rely on them to market and sell our products and services to end users and to determine the prices end users pay. We also depend on our distributors to develop innovative and improved solutions and applications integrating our product and service offerings. As a result of these arrangements, we are dependent on the performance of our distributors to generate most of our revenue. Our distributors operate independently of us, and we have limited control over their operations, which exposes us to significant risks. Distributors may not commit the same level of resources to market and sell our products and services that we would, and these distributors may also market and sell competitive products and services. In addition, our distributors may not comply with the laws and regulatory requirements in their local jurisdictions, which could limit their ability to market or sell our products and services. If our distributors develop faulty or poorly performing products using our technology or services, we may be subject to claims, and our reputation could be harmed. If current or future distributors do not perform adequately, or if we are unable to locate competent distributors in particular countries and secure their services on favorable terms, we may be unable to increase or maintain our revenue in these markets or enter new markets, we may not realize our expected growth, and our brand image and reputation could be hurt. ForThe example,distribution of the Iridium NTN Direct service we are developing is expected to rely heavily on global MNOs and roaming agreements. If we are unsuccessful in 2023,successfully we announced an arrangementpartnering with Qualcomm Technologies, Inc., or Qualcomm, to includeMNOs, our servicesIridium onNTN a processor for use in smartphones and act as our VAM andDirect service providermay withbe smartphoneadversely manufacturers. Although Qualcomm successfully developed and demonstrated the service, they were unable to market the processor successfully to smartphone manufacturers. As a result, Qualcomm elected to terminate our arrangement with them. This arrangement included large penalties had we marketed a similar technology with another partner; as a result, we experienced a substantial delay in our ability to develop similar services with other third parties.affected.

We currently rely on a limited number of manufacturers of our devices, including our mobile handsets, L-band transceivers and SBD devices. We also utilize sole source suppliers for some of the component parts of our devices. If any of our suppliers were to terminate itstheir relationship with us, we may not be able to find a replacement supplier in a timely manner, at an acceptable price or at all. Further, our manufacturers and suppliers may cease production of our components or products or become capacity-constrained, or could face financial difficulties, which could adversely impact our ability to fulfill customer orders, increase our costs and reduce revenues.

AnyU.S. futuretrade delaypolicy changes in production2025 or delivery ofincreased our productscosts orand componentscaused byus ourto suppliersevaluate couldalternative similarlysourcing adverselyarrangements. affectFuture our business. Changeschanges to trade policy by the U.S. or foreign governments, including tariff and customs regulations, could increase our costs, cause delays or cause us to further evaluate alternative sourcing, all of which could adversely impact our operations.

We provide satellite communications services in Russia through two local subsidiaries employing 36approximately 40 people and authorized Russian service providers, using a dedicated gateway in Russia. As a result of Russia’s invasion of Ukraine in February 2022, we ceased shipments of equipment to Russia and made other adjustments toadjusted our operations into lightcomply ofwith U.S. and international sanctions. In each of the years 20222023 through 2024,2025, revenue from our operations in Russia, all of which was service revenue, represented approximately 2% of our total revenue. Our sales in Russia are conducted in rubles and then translated to U.S. dollars in our financial results. The value of the ruble has fluctuatedbeen substantiallyvolatile since the invasion, which may affect our reported revenues. As a result of these factors, we expect revenue from our operations in Russia to be variable and difficult to predict.

In addition, we may in the future choose or be required to further limit or cease operations in Russia entirely, in which case we willwould no longer receive any revenue from thosethese operations.operations, Weand could also incur significant expenses as a result of the process of shutting down operations in Russia. Our Russian operations also pose a reputational risk if certain government or commercial customers object to our current business in Russia.

We have significant operations outside the United States. We estimate that commercial data traffic originating outside the United States accounted for 94%96% and 96%94% of total commercial data traffic for the years ended December 31, 20242025 and 2023,2024, respectively, while commercial voice traffic originating outside the United States accounted for 92% and 91% of total commercial voice traffic for each of the years ended December 31, 20242025 and 2023.2024, respectively. We cannot provide the precise geographical distribution of revenue from end users because we do not contract directly with them. Instead, we determine the country in which we earn our revenue based on where we invoice our distributors. These distributors sell services directly or indirectly to end users, who may be located or use our products and services elsewhere. We and our distributors are also seeking authorization to sell our services in additional countries.

•effects of a global pandemic, such as COVID-19, including on international economies, supply chains and travel;

Government organizations, foreign military and intelligence agencies, natural disaster aid associations, and event-driven response agencies use our commercial voice and data satellite communications services. Accordingly, we may experience reductionsfluctuations in usage due to changing global circumstances.circumstances, including, for example a reduction in commercial voice and data subscribers in 2025 that we believe was caused, in part, by reductions in U.S. government funding.

We may pursue acquisitions, joint ventures or other strategic transactions from time to time. We may face costs and risks arising from any such transactions, including integrating a new business into our business or managing a joint venture. These risks may include adverse legal, organizational and financial consequences, loss of key customers and distributors, and diversion of management’s time. In April 2024, we completed the acquisition of Satelles, Inc., adding a new line of business, which we refer to as our positioning, navigation and timing, or PNT, business. This was our first acquisition of another company. We may not be successful in growing the PNT business as we have projected, which could harm our financial condition and results of operations. To the extent we pursue additional strategic transactions, we also may not be successful in integrating the acquired business or otherwise deriving the expected benefit from the transaction.

In addition, any major business combination or similar strategic transaction may require significant additional financing, and our ability to obtain such financing may be restricted by the credit agreement governing our currently outstanding term loan with various lenders administered by Deutsche Bank AG,AG or the (Term Loan.Loan). Further, depending on market conditions, investor perceptions of our company and other factors, we might not be able to obtain financing on acceptable terms, in acceptable amounts, or at appropriate times to implement any such transaction. Any such financing, if obtained, may dilute existing stockholders.

Our business plan is evolving, and it may in the future include forming strategic partnerships to maximize the value forof our spectrum, network assets and combined service offerings in the United States and internationally. Values that we may be able to realize from such partnerships will depend in part on the value placed on our spectrum authorizations. Valuations of spectrum in other frequency bands historically have been volatile, and we cannot predict at what amount a future partner may be willing to value our spectrum and other assets. In addition, to the extent that the FCC takes action that makes additional spectrum available or promotes the more flexible use or greater availability of existing satellite or terrestrial spectrum allocations, for example by means of spectrum leasing or new spectrum sales, the availability of such additional spectrum could reduce the value of our spectrum authorizations and, as a result, the value of our business.

We depend on the continued service and institutional knowledge of key managerial and technical personnel and personnel with security clearances, as well as our ability to continue to attract and retain highly qualified personnel. We compete for such personnel with other companies, government entities, academic institutions and other organizations. The unexpected loss or interruption of the services of such personnel could compromise our ability to effectively manage our operations, execute our business plan and meet our strategic objectives.

Risks related to our capital structure and ownership of our common stock

•The interest on our debt is floating, and increases in the rate could increase our interest payments significantly for the portion we do not hedge (see “Item 7A. Quantitative and Qualitative Disclosures About Market Risk” in this report for more information about our hedging activities). Furthermore, our current fixed rate cap ends in November 2026, and we maydo not expect to be able to maintain the same interest rate cap level, which could result in a significant increase in our interest payments.

CertainOur provisionsTerm inLoan and the credit agreement governing our Term Loan may limit our financial and operating flexibility.

We are engageda primarilyleading inprovider providingof mobileglobal voicevoice, data and datapositioning, communicationsnavigation and timing (PNT) satellite services using a constellation of orbiting satellites. Weand are the only commercial provider of communications services offering true global coverage, connecting people, organizations and assets to and from anywhere, in real time. Our low-earthlow-Earth orbit, L-band satellite network provides reliable, weather-resilient communications services to regions of the world where terrestrial wireless or wireline networks do not exist or are limited, including remote land areas, open ocean, airways, the polar regions and regions where the telecommunications infrastructure has been affectedcompromised by political conflicts or natural disasters.

We provide voice and data communications services to businesses, the U.S. and foreign governments, non-governmental organizations and consumers via our satellite network, which has an architecture of 66 operational satellites with in-orbit spares and related ground infrastructure. We utilize an interlinked mesh architecture to route traffic across the satellite constellation using radio frequency crosslinks between satellites. This unique architecture minimizes the need for ground facilities to support the constellation, which facilitates the global reach of our services and allows us to offer services in countries and regions where we have no physical presence.

In 2024, we acquired Satelles, Inc.,Inc. or Satelles,(Satelles), a provider of highly secure, satellite-based position, navigation and timing (PNT) services that complement and protect GPS and other Global Navigation Satellite System, or GNSS,System reliant systems. Time synchronization and location data play an important role in the global economy, particularly for major industries supported by critical infrastructure, such as financial services, telecommunications, cyber-securitycybersecurity and transportation. We believe thethis acquisition ofhas Satelles’sthe businesspotential couldto generate substantial growth in our service revenue, as well as incremental equipment and engineering services revenue over the coming years from both government and commercial customers. See Note 12 to our consolidated financial statements included in this annual report.

We sell our products and services to commercial end users through a wholesale distribution network, encompassing approximately 110120 service providers, 310 value-added resellers,resellers or VARs,(VARs), and 8590 value-added manufacturers,manufacturers or(VAMs), VAMs, whowhich either sell directly to the end user or indirectly through other service providers, VARs or dealers. These distributors often integrate our products and services with other complementary hardware and software and have developed a broad suite of applications for our products and services targeting specific lines of business.

At December 31, 2024,2025, we had approximately 2,460,0002,537,000 billable subscribers worldwide, an increase of 181,000,77,000, or 8%,3%, from approximately 2,279,0002,460,000 billable subscribers at December 31, 2023.2024. We have a diverse customer base, including end users in land-mobile, Internet of Things,Things or IoT,(IoT), maritime, aviation and government.

We recognize revenue primarily from the provision of services and the sale of equipment. Service revenue represented 73% and 74% of total revenue for each of the years ended December 31, 20242025 and 2023.2024, respectively. Voice and data, IoT data and broadband service revenues have historically generated higher margins than subscriber equipment revenue, and we expect this trend to continue. We also recognize revenue from our hosted payloads, principally from Aireon, including fees for hosting the payloads and fees for transmitting data from the payloads over our network, as well as revenue from other services, such as satellite time and location services.

•increased competition or potential competition from other mobile satellite service providersproviders, including SpaceX following its recently announced plans to acquire a significant amount of spectrum enabling global D2D services, and, to a lesser extent, from the expansion of terrestrial-based cellular phone systems and related pricing pressures;

•rapid and significant technological changes in the telecommunications industryindustry, including announced plans for global satellite D2D broadband services;

•reliance on a global supply chain, including single-source suppliers for the manufacture of most of our subscriber equipment and for some of the components required in the manufacture of our end-user subscriber equipment and our ability to purchase component parts that are periodically subject to shortages resulting from surges in demand, natural disasters or other events, including a global pandemic, such as COVID-19pandemic; and

•reliance on a few significant customers, particularly agencies of the U.S. government, for a substantial portion of our revenue, as a result of which the loss or decline in business with any of these customers may negatively impact our revenue and collectability of related accounts receivable.receivable, including as a result of an extended government shutdown or the use of continuing resolutions.

The discussion and analysis of our financial condition and results of operations is based upon our consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States,States or (U.S. GAAP.GAAP). The preparation of these financial statements requires the use of estimates and judgments that affect the reported amounts of assets, liabilities, revenue and expenses, and related disclosure of contingent assets and liabilities. On an ongoing basis, we evaluate our estimates, including those related to revenue recognition, income taxes, useful lives of property and equipment, loss contingencies, and other estimates. We base our estimates on historical experience and on various other assumptions that we believe to be reasonable under the circumstances. Actual results may differ from these estimates under different assumptions or conditions.

(2)Average monthly revenue per unit,unit or ARPU,(ARPU) is calculated by dividing revenue in the respective period by the average of the number of billable subscribers at the beginning of the period and the number of billable subscribers at the end of the period and then dividing the result by the number of months in the period. Billable subscriber and ARPU data is not applicable for hosted payload and other data service revenue items.

For the year ended December 31, 2024,2025, total commercial service revenue increased $30.2$17.3 million, or 6%,3%, primarily as a result of increases in IoT anddata, voice and data servicesand revenue.hosted payload and other data service revenue, offset in part by a decrease in broadband. Commercial IoT revenue increased $25.2$15.2 million, or 18%,9%, compared to the prior year, driven primarily by a 10%6% increase in IoT billable subscribers primarilyand an increase in users of personal communications devices, and a new contract with a large customer previously executed in the first quarter of 2024. Commercial voice and data revenue increased $6.9$6.1 million, or 3%, from the prior yearyear, primarily due to anincreased increaseARPU from price increases in billablethe subscribers.third Commercialquarter broadbandof 2025. Hosted payload and other service revenue decreasedincreased $1.8$1.4 million, or 3%,2%, compared to the prior year, primarily due to increases in PNT and other broadcast data revenue, partially offset by decreases in other data service contracts. These increases were offset in part by a decrease in commercial broadband revenue of $5.4 million, or 10%, compared to the prior year, primarily due to a decrease in ARPU reflecting the increased prevalence of usageuse of our service as alower-priced companion service. Hosted payload and other service revenue decreased $0.1 million, reflecting the quarterly year-over-year decrease due to the changeplans in the estimatedcurrent usefulyear livesperiod and non-recurring revenue recognition of our$1.4 satellites mademillion in the fourthprior quarteryear of 2023, offset in part by increases in other data service revenue including Satelles revenue.period.

We provide airtime and airtime support to U.S. government and other authorized customers pursuant to our Enhanced Mobile Satellite Services,Services or EMSS,(EMSS) contract. Under the terms of this agreement, which we entered into in September 2019, authorized customers utilize specified Iridium airtime services provided through the U.S. government’s dedicated gateway. The service fee under the EMSS contract is fixed at $110.5 million per year for the remainder of the term and is not based on subscribers or usage, allowing an unlimited number of users access to these services. Revenue for the year ended December 31, 20242025 roseincreased slightly reflecting a contractual step upups in the EMSS contract. The EMSS contract expires in September 2026, although based on Septemberfederal 15,acquisition 2024.regulations, the government has the ability to unilaterally extend for an additional six months. We have begun discussions with the U.S. government on a new EMSS contract, which we expect to enter into later in 2026 or in 2027, prior to expiration.

Subscriber equipment revenue decreased $13.7$10.3 million, or 13%,11%, to $91.4$81.1 million for the year ended December 31, 20242025 compared to the prior year, primarily due to a decrease in the volume of handset sales and in Short Burst Data device sales, offset in part by an increase in ShortCertus Burst Datadevice sales. The overall decrease was is in line with our previously announced expectations, as we returned to more normal levels after the supply chain disruptions due to the pandemic. We expect equipment revenue in 20252026 to be in line with 2024.2025.

Engineering and support service revenue increased by $23.2$32.3 million, or 23%,26%, for the year ended December 31, 20242025 compared to the prior yearyear, primarily due to the increased work under certain government projects, predominantly the contract awarded by the Space Development Agency,Agency or the SDA, offset in part by decreases in commercial engineering projects.(SDA). We expect engineering and support service revenue to be higher in 20252026 than in 2024.2025.

Cost of subscriber equipment decreased $14.0$2.0 million, or 21%,4%, for the year ended December 31, 20242025 compared to the prior year periodperiod, primarily due to the decrease in volume of device sales, as described above, andoffset decreasedin part by an increase in inventory componentreserves costs.associated with revaluation and obsolescence.

Research and development expenses increaseddecreased by $8.2$8.7 million, or 40%,30%, for the year ended December 31, 20242025 compared to the prior year period based on increaseddecreased spending by Satelles since its acquisition and otheron device-related features for our network, including Project Stardust, which is our multi-year project to develop Iridium NTN DirectSM, our standards-based Narrowband-Internet of Things (NB-IoT) and Non-Terrestrial Network (NB-NTN) messaging and SOS capabilities for smartphones, tablets, cars and related consumer applications.network.

Depreciation and amortization expense decreasedincreased by $116.9$7.1 million, or 37%,3%, for the year ended December 31, 2024,2025, compared to the prior year, primarily due to the change in estimated useful lives of our satellites during the fourth quarter of 2023 and the write-off of our final ground spare, that resulted in acceleratedincreased depreciation ofresulting $37.5from millionon-orbit spares launched in the second quarter of 2023.2023 Webeing expectplaced thatinto depreciation expense will generally remainservice in line2025 withand 2024being depreciation expense for the remainder of the estimated useful lives.depreciated.

Interest expense, net, for the year ended December 31, 20242025 was $91.1$88.3 million, compared to $90.4$91.1 million for the prior year. InterestThe expense,decrease netresulted primarily from a decrease in the currentaverage borrowing rate and the refinancing fees expensed in the prior year reflectsthat thedid highernot averagerecur outstandingin debt balance,2025, offset in part by athe $9.1increased millionaverage decreaseoutstanding debt balance in repricing2025 feesas andcompared to the reduced interest rate in the currentprior year.

Other Income,Income (Expense), net

Other income,expense, net, was $0.5$2.9 million for the year ended December 31, 2024,2025, compared to $4.0other income, net of $0.5 million for the prior year. The prior year balance wasyear, primarily as the result of a one-time customer contractual settlement which resultedchanges in recognitionforeign ofcurrency $3.5exchange million of other income in the fourth quarter of 2023.rates.

Income Tax Benefit (Expense)

For the year ended December 31, 2024,2025, our income tax expense was $12.3$27.6 million, compared to income tax benefit of $26.3$12.3 million for the prior year. Our effective tax rate was approximately 11.2%19.1% for the year ended December 31, 20242025 compared to 553.0%11.2% for the prior year. The decreaseincrease in income tax benefitexpense is primarily related to the net impact of (i) an increase in pre-tax book income in the current year compared to pre-tax book loss in the prior year, (ii) a decrease in estimated R&Dresearch and development credits, (iii) an increasedincrease stockin compensationstate deferred tax expense, and (iv) a decrease in tax benefit forfrom the Foreign Derived Intangible Income deduction.deduction, and (v) a decrease in tax expense from nondeductible executive compensation. If our current estimates change in future periods, the impact on the deferred tax assets and liabilities may change correspondingly. See Note 1312 to our consolidated financial statements for more detail on the individual items impacting our effective tax rate for the years.

For the year ended December 31, 2024,2025, our gainloss on equity method investments was $15.3$2.8 million, compared to a lossgain of $6.1$15.3 million in the prior year. The gainchange in 2024is primarily reflectsthe result of the acquisition of Satelles,Satelles asin 2024, upon which we recorded a $19.8 million gain on our pre-acquisition equity method investment in Satelles, offset in part by the portion of losses recorded on other equity method investments. The prior year reflects the portion of losses recorded on equity method investments, including Satelles, during the period.

Net income was $112.8$114.4 million for the year ended December 31, 2024,2025, compared to $15.4$112.8 million during the prior year. The improvementchange in net income primarily resulted from the decrease in depreciation expense, an increase in operating income, primarily driven by increased revenues, and the gain on equity method investments, as noted above, offset in part by anthe increasechange in incomethe taxesequity method investments and an increase in operatingincome expensestaxes, otheras thannoted depreciation.above.

Our primary sources of liquidity are cash provided by operations, cash and cash equivalents and our Revolving Facility. At December 31, 2024,2025, we had approximately $1.8 billion of indebtedness, consisting exclusively of amounts outstanding under the Term Loan, the terms of which are described above under the section captioned “Term Loan.”below. We have $100.0 million of additional borrowing available to us under our Revolving Facility of $100.0 million at December 31, 2024.2025. These sources are expected to meet our short-term and long-term liquidity needs, including annual payments for (i) required principal and interest on the Term Loan, which we expect to be $33.1$3.4 million inclusive of the mandatory excess cash flow prepayment in 2025,million, and, based on the current interest rate, approximately $96.0$85.0 million, respectively, (ii) capital expenditures, of approximately $90.0 millionexpenditures in 20252026 andwill moderatingbe throughconsistent thewith end of the decade,2025, (iii) working capital, (iv) potential share repurchases, and (v) anticipated cash dividend payments to holders of our common stock.

As of December 31, 2024,2025, our total cash and cash equivalents balance was $93.5$96.5 million, up from $71.9$93.5 million as of December 31, 2023.2024. TheWhile increasewe wasgenerated principallygreater thecash resultflows offrom additionaloperations, Termand Loanused borrowingsless cash for share repurchases in 2025 than in 2024, these factors were offset in part by anincreased increasecapital in share repurchases.expenditures.

As of December 31, 2024,2025, we held non-cancelable purchase obligations of approximately $9.3$8.4 million for inventory purchases with Benchmark, our primary third-party equipment supplier. Our purchase obligations, all of which are due during 2025,2026, decreasedremained $12.2relatively consistent, decreasing $0.9 million from the end of 2023 primarily due to recovery from supply chain constraints.2024.

On December 8, 2022, our Board of Directors initiated a quarterly dividend. For each quarter through March 2024, our Board of Directors declared and paid a quarterly cash dividend in the amount of $0.13 per share of common stock. Beginning in June 2024, theThe Board of Directors increased the quarterly cash dividend to $0.14 per share of common stock forbeginning eachin the second quarter throughof December2024 2024.and to $0.15 per share of common stock beginning in the third quarter of 2025. Total dividends paid in 20242025 were $64.7$62.9 million, whilecompared to total dividends in 20232024 wereof $64.8$64.7 million. WhileWe wecurrently expect tothat comparable cash dividends will continue to be paid in the regularfuture, cash dividend program, anyalthough future dividends declared will bedepend at the discretion ofon our Boardearnings, ofcapital Directors and will depend, among other factors, upon our results of operations,requirements, financial conditionconditions and cash requirements, as well as such other factors ourconsidered Boardrelevant ofby Directorsthe deems relevant.Board.

Our business is subject to risks and events that, if they occur, could adversely affect our financial condition and results of operations and the trading price of our securities. In addition to the other information set forth in this report, you should carefully consider the factors described in “Part I, Item 1A. Risk Factors” of our 2025 Form 10-K.10-K, as supplemented by the risk factors below.

We are a leading provider of global voice, data and positioning, navigation and timing (“PNT”) satellite services and are the only commercial provider of communications services offering true global coverage, connecting people, organizations, and assets to and from anywhere, in real time. Our low-earth orbit (“LEO”), L-band network provides specialized, reliable, weather-resilient communications services to regions of the world where terrestrial wireless or wireline networks do not exist or are limited, including remote land areas, open ocean, airways, the polar regions and regions where the telecommunications infrastructure has been affected by political conflicts or natural disasters. In addition, our satellites have additionalother payloads tothat hostfacilitate specific additional services for othercustomers, customerssuch likeas our subsidiary Aireon LLC.LLC’s space-based air traffic surveillance system. We also utilize our long history operating a commercial LEO satellite system to provide a growing array of engineering and operational services to government customers and government network operators such as the U.S. Space Force.

As of MarchJune 31,30, 2026, we had approximately 2,555,0002,627,000 billable subscribers worldwide, an increase of 112,000,144,000, or 5%,6%, from approximately 2,443,0002,483,000 billable subscribers as of MarchJune 31,30, 2025. We have a diverse customer basebase, including end users in land-mobile,land mobile, Internet of Things (“IoT”), maritime, aviation,aviation and government.

•reliance on a global supply chain, including single-source suppliers for the manufacture of most of our subscriber equipment and for some of the components required in the manufacture of our end-user subscriber equipment and our ability to purchase component parts that are periodically subject to shortages resulting from surges in demand, natural disasters or other events, such as a global pandemic and the imposition of tariffs; and

•reliance on a few significant customers, particularly agencies of the U.S. government, for a substantial portion of our revenue, as a result of which the loss or decline in business with any of these customers may negatively impact our revenue and collectability of related accounts receivable, including as a result of an extended government shutdown or the use of continuing resolutions.resolutions;

Comparison of Our Results of Operations for the Three Months Ended MarchJune 31,30, 2026 and 2025

For the three months ended MarchJune 31,30, 2026, total commercial services revenue increased $2.9$4.9 million, or 2%,4%, from the prior year period,period primarily as a result of increases in IoT data anddata, voice and data services, partially offset by decreases in commercial broadband revenueservices and hosted payload and other data services. Commercial IoT revenue increased $2.2$2.3 million, or 5%, for the three months ended MarchJune 31,30, 2026, compared to the same period of the prior year, primarily driven by a 7%9% increase in billable subscribers, offset in part by a decline in ARPU. Hosted payload and other data service revenue increased $2.0 million, or 14%, compared to the prior year period, primarily due to increases in other data services contracts. Commercial voice and data revenue increased $1.5$1.6 million, or 3%, for the three months ended MarchJune 31,30, 2026, compared to the same period of the prior year, primarily due to increased ARPU from price increases implemented during the second half of the prior year. CommercialThe increases in commercial services were partially offset by a decrease in commercial broadband revenue decreasedof $0.7$1.0 million, or 5%,8%, for the three months ended MarchJune 31,30, 2026, compared to the prior year period, due primarily to the decline in ARPU to $254$243 in the firstsecond quarter of 2026, as compared to $261$260 in the prior year period, reflecting the increased prevalence of use of lower-priced companion plans in the current year period. Hosted payload and other data service revenue remained relatively flat compared to the prior year period.

We provide airtime and airtime support to U.S. government and other authorized customers pursuant to our Enhanced Mobile Satellite Services (“EMSS”) contract. Under the terms of this agreement,EMSS contract, which we entered into in September 2019, authorized customers utilize specified Iridium airtime services provided through the U.S. government’s dedicated gateway. The service fee under the EMSS contract is fixed at $110.5 million per year for the remainder of the term and is not based on subscribers or usage, allowing an unlimited number of users access to these services. Revenue for the three months ended MarchJune 31,30, 2026 increased slightly reflecting the contractual step ups in the EMSS contract. The EMSS contract expires in September 2026, although based on federal acquisition regulations, the government has the ability to unilaterally extend for an additional six months.months, at the same rate. We have begun discussions with the U.S. government on a new EMSS contract, which we expect to enter into laterby in 2026 or inMarch 2027, prior to expiration of the existing EMSS contract. For more on risks associated with the EMSS contract expiration, see the risk factor captioned “-Our—Our agreements with U.S. government customer,customers, particularly the DoW,Department of War (“DoW”), which represent a significant portion of our revenue, are subject to termination and renewal” in our 2025 Form 10-K.

Subscriber equipment revenue decreasedincreased $2.9by $1.3 million, or 13%, to $20.2 million7%, for the three months ended MarchJune 31,30, 2026, compared to the prior year period, primarily as a result of an increase in volume of L-band transceiver and Certus device sales offset in part by a decrease in volume of handsetShort andBurst L-band transceiverData® device sales. NotwithstandingWe thiscontinue decrease for the three months ended March 31, 2026, weto expect equipment revenue in 2026 to be in line with 2025.

Engineering and support service revenue increased by $3.4$1.3 million, or 9%,3%, for the three months ended MarchJune 31,30, 2026, compared to the prior year period, primarily due to increased work under certain government contracts, predominantly the contract with the Space Development Agency (“SDA”).contracts. We expect engineering and support service revenue to be higher in 2026 than in 2025.

Cost of services (exclusive of depreciation and amortization) increaseddecreased by $0.8$2.3 million, or 2%,4%, for the three months ended MarchJune 31,30, 2026 from the prior year period, primarily as a result of thedecreased increasecosts for network and satellite operations, maintenance and product support, as well as a decrease in work under certaincommercial governmentengineering projects, including the SDA contract, as noted above.contracts.

Cost of subscriber equipment increased by $0.1$2.2 million, or 1%,19%, for the three months ended MarchJune 31,30, 2026, compared to the prior year period.period, primarily due to the net increase in volume of device sales, as noted above. The percentage decreaseincrease in equipment revenue did not match the change in cost of subscriber equipment primarily related to increased costs including tariffs.costs.

Research and development expenses increased by $0.8$1.3 million, or 14%,29%, for the three months ended MarchJune 31,30, 2026, compared to the prior year period based on increased spending on new products and device-related features and technology for our network.

Selling, general and administrative expenses that are not directly attributable to the sale of services or products include sales and marketing costs, as well as employee-related expenses (such as salaries, wages, and benefits), legal, finance, information technology, facilities, billing,billing and customer care expenses.

Selling, general and administrative expenses increased by $10.0$22.4 million, or 28%,50%, for the three months ended MarchJune 31,30, 2026, compared to the prior year period, primarily due to increases in transaction costs totaling $14.3 million, associated with the timingMerger ofAgreement headcountwith costsRocket Lab and relatedthe benefitsAireon allocatedacquisition. The increase was also due to programs, and increases in professional fees, including stock appreciation rights expense in the current year resulting from changes in our stock valuationvaluation, including the effect of the announcement of the Merger Agreement with Rocket Lab, between the years. We expect selling, general and administrative expense to moderate from the first quarter 2026 growth rate to a low double-digit rate for the full year 2026.

Depreciation and amortization expense increased by $2.1$1.0 million, or 4%,2%, for the quarter ended MarchJune 31,30, 2026, compared to the prior year period, primarily related to satellites placed into service during the prior year and intangible asset amortization.

Interest expense, net decreased $2.5$3.5 million, or 11%,15%, for the three months ended MarchJune 31,30, 2026, compared to the same period of the prior year period.year. The decrease resulted primarily from a decrease in the average borrowing rate.rate and the decrease in average outstanding debt balance in 2026 as compared to the prior year which had $50.0 million outstanding under the Revolving Facility. We expect interest expense to increase as a result of our drawing $100.0 million on July 1, 2026 under our Revolving Facility.

Other expense, net, was $0.2$0.4 million for the three months ended MarchJune 31,30, 2026, compared to $1.7$0.9 million for the prior year period, primarily as the result of changes in foreign currency exchange rates.

For the three months ended MarchJune 31,30, 2026, our income tax expense was $8.8$3.1 million, compared to income tax expense of $5.8$3.8 million for the prior year period. The increasedecrease in income tax expense is primarily related to increaseddecreased tax expense associated with stock compensation and nondeductible executive compensation, andpartially offset by decreased tax benefit from the deduction for foreign derived deduction eligible income and U.S. tax credits.expense from acquisition costs.

The Organisation for Economic Co-operation and Development (OECD) has a framework to implement a global minimum corporate tax of 15% for companies with global revenue and profits above certain thresholds (referred to as Pillar 2). Although the U.S. has not enacted legislation to implement Pillar 2, certain countries in which we operate have adopted legislation, and other countries are in the process of introducing legislation to implement Pillar 2. Pillar 2 is applicable to the Companyus beginning in 2026. However based on the guidance issued to date, we do not expect it to have a material impact on our effective tax rate or our results of operation and financial position.

For the three months ended MarchJune 31,30, 2026, our loss on equity method investments was $0.7$1.5 million compared to a loss of $0.6$0.9 million in the prior year period. These amounts reflect the portion of losses recorded on our equity method investments.

Net income was $21.6$9.7 million for the three months ended MarchJune 31,30, 2026, compared to $30.4$22.0 million for the prior year period. The $8.8$12.3 million decrease in net income was primarily the result of the increaseincreases in total operating expense, primarily selling, general and administrative expenses and increased income tax expense,expenses, partially offset by the increaseincreases in engineering and support services revenue and commercial services revenue, as described above.above and decreased interest expense.