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

We have grown both organically and through acquisitions, including Nanoracks, Valley Tech Systems, Space Micro, Zin Technologies, ExoTerra, Estes and more.most recently, Astrobotic in July 2026. We serve as a “prime” contractor and “subcontractor” to various government and private enterprise customers through our defense, national security, and space product offerings. Since 2019,2019 to the period ended June 30, 2026, we have executed and successfully vertically and horizontally integrated twelve acquisitions, with revenue of $35.2$52.7 million and $88.0 million for the three and six months ended MarchJune 31,30, 2026.2026, respectively. In addition, we received cash proceeds from NASA grants of $24.0$3.8 million and $27.8 million during the three and six months ended MarchJune 31,30, 20262026, respectively and $207.2$211.0 million cash proceeds to date. We have $10.3$6.5 million of eligible proceeds remaining as of MarchJune 31,30, 2026, from our $217.5 million development grant with NASA to design Starlab, the commercial space station replacement for the ISS when it is decommissioned in 2030. We intend to operate Starlab through the Starlab JV, a Voyager-led and majority-owned global joint venture, with international equity partners that include Airbus, Mitsubishi and MDA Space. 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.

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.contracts that has been definitized. In order to effectively manage our resources and develop our financial budgets, we continuously monitor our 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 MarchJune 31,30, 2026 was $275.3$335.5 million, of which $153.2$189.0 million was funded. We expect to convert 71.2%62.1% of the total $153.2$189.0 million of funded backlog as of MarchJune 31,30, 2026 into revenue in the remaining periods of 2026.

In addition, our backlog is subject to meaningful customer concentration risk. As of MarchJune 31,30, 2026, 83.5%87.7% 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.

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 Condensed Consolidated Financial Statements—Note 13. Segment Reporting” elsewhere in this Quarterly Report.

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 and six months ended MarchJune 31,30, 20262026, gross research and development costs were $10.6 million and $23.7 million, respectively. For the three and six months ended June 30, 2025, gross research and development costs were $13.1$2.8 million and $6.0$8.8 million, respectively.

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. MilestoneAll milestone payments arehave expectednow to bebeen earned throughas of June 30, 2026. As of MarchJune 31,30, 2026, we have cumulatively earned $207.2$211.0 million.

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 and six months ended MarchJune 31,30, 2026 and 2025:

The increase in net sales for the three months ended MarchJune 31,30, 2026, compared to the three months ended MarchJune 31,30, 2025 was primarily related to an increase in U.S. sales of $1.7$8.6 million and partially offset by decreasesa decrease in sales in the international market. For a further discussion of the drivers behind the change in revenues, see “—Results by Segment.”

The increase in costs of sales was primarily due to the increase in total net sales volumesvolumes, primarily driven by an increase in U.S. sales volume of $8.6 million and program input costs associated with firm fixed price programs, which experienced growth in aggregate of $6.0 million moremix for the three months ended MarchJune 31,30, 2026, compared to the three months ended MarchJune 31,30, 2025.

The increase in selling, general, and administrative costs was primarily due to the increase in corporate expenses and expenses related to headcount growth of $3.2$10.5 million alongdue withto anour increaseexpansion ofand stock-basedoversight compensation expenses driven by initial public offering awards vesting expenses of $2.4 millionfunctions for the three months ended MarchJune 31,30, 2026, as compared to the three months ended MarchJune 31,30, 2025.

The increase in research and development was primarily due to the increase in Strategic SystemsStarlab research and development efforts of $3.2$4.3 million, along with $2.3 million in combined efforts primarily related to strategic systems research and development during the three months ended MarchJune 31,30, 2026, as compared to the three months ended MarchJune 31,30, 2025.

The increase in amortization of acquired intangibles during the three months ended MarchJune 31,30, 2026 was primarily driven by additional acquired intangibles related to business acquisitions in 2025 incurring a full amortization period for the three months ended MarchJune 31,30, 2026.

The decrease in finance and interest expense, net was driven primarily by lower interest expenses associated with our Term Loan extinguishment during the fiscalthree yearmonths ended June 30, 2025, which did not incur interest during the three months ended MarchJune 31,30, 2026.

The increase in other income, net was associated with increased interest income associated with increased cash holdings during the three months ended MarchJune 31,30, 2026, as compared to the three months ended MarchJune 31,30, 2025.

The increase in incomeother taxincome, expensenet was associated with anincreased increaseinterest in deferred tax liabilities not able to support the realizationincome of deferred$3.1 taxmillion assetsassociated with increased cash holdings during the threesix months ended MarchJune 31,30, 2026, as compared to the threesix months ended MarchJune 31,30, 2025.

The following tabletables providesprovide selected financial information for the Defense and Space Technologies segment:segment.

The decrease in Adjusted EBITDA during the three months ended MarchJune 31,30, 2026 was driven primarily by the $0.7$4.3 million increase in Starlab's research and development expenses due primarily to the continued growth of Starlab labor operations along with a $0.9 millionan increase in non-labornon-cash related research and development efforts inof $1.8 million during the three months ended MarchJune 31,30, 2026, as compared to the three months ended MarchJune 31,30, 2025.

Intersegment eliminations are related to projects between our segments, including the construction of our Starlab program. Intersegment eliminations decreasedincreased to $0.9$0.5 million for the three months ended MarchJune 31,30, 2026, compared to $1.3$0.4 million for the three months ended MarchJune 31,30, 2025. TheThis decreasechange in intersegment eliminations was primarily related to aan decreaseincrease in Starlab driven programs.

(2)Unfunded backlog represents unfunded contract value remaining on contracts, customer options for f35uturefuture products or services that have not yet been exercised and potential bookings under IDIQ contracts. As of MarchJune 31,30, 2026, unfunded backlog was primarily comprised of customer options for future products or services that have not yet been exercised in the Defense and Space Technologies segment.

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 (benefit) expense and other items mainly related to financing expenses and other individually immaterial items. We define adjusted net loss per common share as adjusted net loss attributable to common shareholders divided by our diluted basis number of weighted-average shares outstanding during the period. Since the adjustments made for presentational purposes do not impact the tax basis, the adjustments have been presented on a tax free basis.

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 threesix months ended MarchJune 31,30, 2026 and MarchJune 31,30, 2025:

As of MarchJune 31,30, 2026, we had cash and cash equivalents of approximately $429.4$373.4 million, which primarily consisted of proceeds from our 2030 Convertible Notes, demand deposits, and money market mutual funds substantially all held within U.S. bank accounts. As of MarchJune 31,30, 2026, we also had $212.1 million in available revolver capacity, which brings our available liquidity to $641.4approximately $585.5 million.

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

Since inception, we have incurred cumulative losses from operations and had an accumulated deficit of $429.9$476.4 million as of MarchJune 31,30, 2026. We will need to raise additional funds to meet our long-term strategic plans, and management believes it will be able to obtain additional financing to fund its operations. 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.

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 MarchJune 31,30, 2026, we believe our existing cash and cash equivalents and cash from operations will be sufficient to meet our working capital and capital expenditure needs over the next twelve months.

The increase in cash used in operating activities for the threesix months ended MarchJune 31,30, 2026, as compared to the threesix months ended MarchJune 31,30, 2025, was driven by anthe increase in net loss year over year of $18.0$33.7 million, along with decreasesthe duedecrease toin working capital changes driven by payments made in accrued expenses in excess of accruals$13.1 accounted for, but not yet paid, leading to a reduction of $5.6 million year over year.million.

The primary driver for the increase in cash used in investing activities for the threesix months ended MarchJune 31,30, 2026, as compared to the threesix months ended MarchJune 31,30, 2025, was the increase in cash used to purchase property and equipment of $24.1$28.8 million and a reduction of grants to offset purchases of $7.2 million. Starlab capital investment accounted for $8.1 million of the increase in cash used for purchases of property and equipment, net of grants, with the remaining utilized for increasing manufacturing capacity. The cash used to settle acquisition working capital amounts was offsetprovided by increases in grant funding for construction in progress activities.was partially offset by activities to settle acquisition working capital amounts.

The decrease of cash generated in financing activities for the threesix months ended MarchJune 31,30, 2026, as compared to the threesix months ended MarchJune 31,30, 2025, was driven by proceeds from our cash raised during the threesix months ended MarchJune 31,30, 2025 of $142.6$409.4 million forfrom our SeriesIPO Cproceeds andalong with $161.9 million raised in our issuance of common stock fundraising.and preferred stock prior to IPO. This decrease was partiallyslightly offset by the $7.0$37.6 million salepayments on preferred shares and a $64.4 million repayment of noncontrolling interest and $3.6 million in the exerciseTerm of stock options that occurredLoan during the threesix months ended MarchJune 31,30, 2026.2025. Noncontrolling interest sale increased of $13.0 million during the six months ended June 30, 2026, and stock option exercise inflows of $8.4 million also partially offset the decrease in financing inflows.

On May 30, 2025, we entered into a new senior secured revolving credit facility (the “Credit Facility”) with a syndicate of lenders, led by JP Morgan Chase Bank, N.A., providing for aggregate commitments of $200.0 million. On July 6, 2026, we entered into a Fourth Amendment (the " Fourth Amendment") to such senior secured revolving credit facility (as amended, the "Credit Facility"). The Fourth Amendment amended the Credit Facility to, among other things, (i) increase the aggregate amount of the commitments by $50.0 million to $250.0 million and (ii) provide for certain changes to the covenants and other provisions contained therein. The Credit Facility is being used for working capital and other general corporate purposes. The Credit Facility has an initial maturity of four years from the original closing date and includes an uncommitted accordion feature that permits us, subject to certain conditions, to request an increase in the aggregate commitments by up to an additional $150.0 million, for a total potential facility size of $350.0$400.0 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. As of June 30, 2026, the Company had no drawn amounts on the Credit Facility.

As of MarchJune 31,30, 2026, the principal outstanding is $460.0 million. DebtUnamortized debt discount and issuance costs related to the 2030 Convertible Notes totaled $11.7$11.1 million foras theof periodJune ended March 31,30, 2026 and are amortized to interest expense, included within other income (expense), net on our condensed consolidated statements of operations over the contractual term of the notes. For the threesix months ended MarchJune 31,30, 2026, there was $0.6$1.3 million in amortization of debt discount and issuance costs. The 2030 Convertible Notes accrue interest at a rate of 0.75% per annum, payable semi-annually in arrears on May 15 and November 15 of each year, beginning on May 15, 2026. Interest expense associated with the 2030 Convertible Notes was $0.9$1.7 million for the threesix months ended MarchJune 31,30, 2026.

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-capitalpaid-in capital within stockholders’ equity.

During the three months ended MarchJune 31,30, 2026, 343,200111,500 shares were physically delivered to us, and are considered treasury stock. These shares are not included in the weighted-average shares outstanding calculation because they are considered shares issued but not outstanding. As of MarchJune 31,30, 2026, 343,200454,700 shares have been physically delivered to us in connection with the Prepaid Forward.

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 MarchJune 31,30, 2026, we had no drawn amounts on the Starlab Credit Facility. See Part I, Item 1, “Notes to Condensed Consolidated Financial Statements— Note 9. Debt”, for additional information.

As of MarchJune 31,30, 2026, we had no material off-balance sheet arrangements that have or are reasonably likely to have a current or future material effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources.