Satellogic SATL Form 10-Q filing Q2 FY2026

PART I - FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS (UNAUDITED) 6

Condensed Consolidated Statements of Operations and ComprehensiveLossfor the threeand sixmonths endedJune 30, 2026 and 2025 7

Condensed Consolidated Balance Sheets as ofJune 30, 2026 and December 31, 2025 8

Condensed Consolidated Statements of Stockholders' (Deficit) Equity for the threeand sixmonths endedJune 30, 2026 and 2025 9

Condensed Consolidated Statements of Cash Flows for thesixmonths endedJune 30, 2026 and 2025 11

Notes to the Condensed Consolidated Financial Statements 12

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS 30

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK 44

ITEM 4. CONTROLS AND PROCEDURES 44

PART II - OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS 44

ITEM 1A. RISK FACTORS 44

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS 45

ITEM 3. DEFAULTS UPON SENIOR SECURITIES 45

ITEM 4. MINE SAFETY DISCLOSURES 45

ITEM 1. FINANCIAL STATEMENTS

Condensed Consolidated Statements and Other Financial Information

The accompanying notes are an integral part of the Condensed Consolidated Financial Statements.

The accompanying notes are an integral part of the Condensed Consolidated Financial Statements.

The accompanying notes are an integral part of the Condensed Consolidated Financial Statements.

(1) Accumulated other comprehensive (loss) income consists of cumulative translation adjustments resulting from translating non-U.S. dollar denominated functional currency entities.

The accompanying notes are an integral part of the Condensed Consolidated Financial Statements.

(1) Accumulated other comprehensive loss consists of cumulative translation adjustments resulting from translating non-U.S. dollar denominated functional currency entities.

The accompanying notes are an integral part of the Condensed Consolidated Financial Statements.

SATELLOGIC INC.

Notes to Condensed Consolidated Financial Statements

(in thousands of U.S. dollars, except share and per share information, unless otherwise stated)

1. Nature of the Business and Basis of Presentation

Nature of the Business

On January 25, 2022 (the “Closing Date”), Satellogic Inc. (“Satellogic” or the “Company”), a business company incorporated in the British Virgin Islands (“BVI”) as a company limited by shares, consummated the transactions contemplated by the Agreement and Plan of Merger dated as of July 5, 2021 (the “Merger Agreement”), by and among the Company, CF Acquisition Corp. V, a Delaware corporation (“CF V” and now known as “Satellogic V Inc.”), Ganymede Merger Sub 1 Inc., a BVI business company incorporated in the BVI as a company limited by shares and a direct wholly owned subsidiary of the Company, Ganymede Merger Sub 2 Inc., a Delaware corporation and a direct wholly owned subsidiary of the Company, and Nettar.

Nettar was, prior to the transaction, the holding company of the Satellogic group and was incorporated on October 7, 2014, under the laws of the BVI as a company limited by shares.

On March 26, 2025, the Company completed its domestication, pursuant to which it domesticated as a corporation incorporated under the laws of the State of Delaware and discontinued as a business company with limited liability incorporated under the laws of the BVI (the “Domestication”). The Company’s principal executive office is located at 210 Delburg Street, Davidson, NC 28036.

References to “Nettar” contained herein refer to Nettar Group Inc. prior to the Merger, and references to the “Company,” “we,” “our,” “us” or “Satellogic” refer to Satellogic Inc. prior to the mergers and to the combined company following the mergers.

Through our subsidiaries, we invest in the software, hardware, and optics of the aerospace industry focusing on satellite and image analytics technologies. Our strategy is to build a planetary scale analytics platform based on a proprietary satellite constellation with the capability to generate insights from images and information, with focus on multi-temporal analysis and high frequency of revisits. We also intend to leverage our ability to quickly build and launch high quality, sub-meter satellites at a low cost by selling satellites to certain key customers.

Basis of Presentation

The accompanying unaudited interim condensed consolidated financial statements as of June 30, 2026 and December 31, 2025 and for the three and six months ended June 30, 2026 and June 30, 2025 (the “Condensed Consolidated Financial Statements”) have been prepared in accordance with generally accepted accounting principles in the United States (“U.S. GAAP”) for interim financial information and are presented in accordance with the applicable requirements of Regulation S-X and other rules and regulations of the U.S. Securities and Exchange Commission (“SEC”). Accordingly, these financial statements do not include all of the information and notes required by U.S. GAAP for complete financial statements. The Condensed Consolidated Financial Statements should be read in conjunction with the Company’s audited consolidated financial statements in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025 (the “2025 Annual Report”). The significant accounting policies followed by the Company are set forth in Note 2 within the Company’s audited consolidated financial statements included in the 2025 Annual Report. There were no material changes in the Company’s significant accounting policies during the six months ended June 30, 2026. The Company conducts business through one operating and reporting segment.

The accompanying Condensed Consolidated Financial Statements include our accounts and those of our wholly owned subsidiaries. All intercompany accounts and transactions, including the intercompany portion of transactions with equity method investees, have been eliminated in consolidation. The Condensed Consolidated Financial Statements are presented in United States dollars (hereinafter “U.S. dollars” or “$”).

The accompanying Condensed Consolidated Financial Statements reflect all adjustments of a normal, recurring nature that are, in the opinion of management, necessary for a fair presentation of the interim period financial statements. The results

SATELLOGIC INC.

Notes to Condensed Consolidated Financial Statements

(in thousands of U.S. dollars, except share and per share information, unless otherwise stated)

of operations for these interim periods are not necessarily indicative of the results of operations to be expected for any future period or the full fiscal year.

Emerging Growth Company

We are an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended (“the Securities Act”), as modified by the Jumpstart Our Business Startups Act of 2012 (the “Jobs Act”). The Jobs Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The Jobs Act provides that an emerging growth company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. We have elected not to opt out of such extended transition period, which means that when a standard is issued or revised that has different application dates for public or private companies, we can adopt the new or revised standard at the time required for private companies to adopt such standard. The foregoing may make comparison of our financial statements with those of another public company difficult or impossible if such other public company is (i) not an emerging growth company or (ii) is an emerging growth company that has opted out of using the extended transition period, due to the potential differences in accounting standards used.

2. Summary of Significant Accounting Policies

Credit risk management

Credit risk is the risk that a counterparty fails to discharge an obligation to us. We are exposed to credit risk from financial assets including cash, cash equivalents and restricted cash held at banks, accounts receivable and other receivables.

The credit risk is managed based on our credit risk management policies and procedures. Credit risk of any entity doing business with us is systematically analyzed, including aspects of a qualitative nature. The measurement and assessment of our total exposure to credit risk covers all financial instruments involving any counterparty risk.

The credit risk in respect of cash balances held with banks and deposits with banks are managed via diversification of bank deposits and are only with major reputable financial institutions.

As our risk exposure is mainly influenced by the individual characteristics of each customer, we continuously analyze the creditworthiness of significant customers. Accounts receivable are non-interest bearing and generally on terms of 30 to 90 days. As of June 30, 2026, two customers accounted for 74% of accounts receivable. As of December 31, 2025, one customer accounted for 66% of our accounts receivable.

We had two customers that each accounted for more than 10% of our revenue totaling $11.6 million for the three months ended June 30, 2026 and three customers that each accounted for more than 10% of our revenue totaling $3.1 million for the three months ended June 30, 2025.

We had three customers that each accounted for more than 10% of our revenue totaling $14.3 million for the six months ended June 30, 2026 and four customers that each accounted for more than 10% of our revenue totaling $6.1 million for the six months ended June 30, 2025.

Impairment of Assets

We assess potential impairments to long-lived assets whenever events or changes in circumstances indicate that the carrying amount may not be fully recoverable. An impairment is considered to exist if the total estimated future cash flows on an undiscounted basis are less than the carrying amount of the assets or asset group. We performed an impairment test as of June 30, 2026 due to our operating losses and net cash used in operations for the six months then ended and concluded that the asset group is not impaired.

SATELLOGIC INC.

Notes to Condensed Consolidated Financial Statements

(in thousands of U.S. dollars, except share and per share information, unless otherwise stated)

Estimates of future cash flows are highly subjective judgments based on management’s experience and knowledge of the Company's operations. These estimates can be significantly impacted by many factors, including changes in global economic conditions, operating costs, obsolescence of technology and competition.

If estimates or underlying assumptions change in the future, we may be required to record impairment charges. If the fair value of an asset group is less than its carrying amount, then the carrying amount of the asset group would be reduced to its fair value. That reduction is an impairment loss that would be recognized in the Condensed Consolidated Statements of Operations and Comprehensive Loss.

Foreign Currencies

Aggregate foreign currency gains and losses, such as those resulting from the settlement of receivables or payables, contracts denominated in foreign currencies and short-term intercompany advances in a currency other than the relevant subsidiary’s functional currency, are recorded currently in the Condensed Consolidated Statements of Operations and Comprehensive Loss (included in other income (expense), net) and resulted in gains of $0.3 million and losses of $0.3 million for the three months ended June 30, 2026 and 2025, respectively and gains of $0.4 million and losses of $0.5 million during the six months ended June 30, 2026 and 2025, respectively.

Leases

For the three months ended June 30, 2026 and 2025, lease expense was $0.5 million and $0.4 million, respectively and for the six months ended June 30, 2026 and 2025, lease expense was $1.0 million and $0.8 million, respectively.

Accounts Receivable and Allowance for Credit Losses

Accounts are written off against the allowance for credit losses account when they are determined to be no longer collectible. The following table shows the activity in the allowance for credit losses for the six months ended June 30, 2026 and 2025:

Cash, Cash Equivalents and Restricted Cash

Restricted cash, including amounts in Other non-current assets, represents amounts pledged as guarantees for sales and lease agreements as contractually required.

SATELLOGIC INC.

Notes to Condensed Consolidated Financial Statements

(in thousands of U.S. dollars, except share and per share information, unless otherwise stated)

Cash Flow Information

Proceeds from sales of in-orbit satellites are recognized as cash flows from investing activities as the components to construct the satellites were recognized as cash used in investing activities.

Research and Development

For the three months ended June 30, 2026 and 2025, research and development expenses were $1.5 million and $1.2 million, respectively, and for the six months ended June 30, 2026, and 2025, research and development expenses were $2.9 million and $2.6 million, respectively. Research and development expenses are included in Engineering on the Condensed Consolidated Statement of Operations and Comprehensive Loss.

Remaining Performance Obligations

Effective October 1, 2025, the Company elected to change its method of disclosing remaining performance obligations ("RPO"). Historically, the Company utilized the practical expedient available under ASC 606-10-50-14, which allowed for the exclusion of contracts with an original expected duration of one year or less.

This change impacted disclosure only and had no effect on the Company’s consolidated balance sheets, statements of operations and comprehensive loss, or cash flows.

Revenue Recognition

The Company recognizes revenue in accordance with ASC 606, Revenue from Contracts with Customers, which establishes a five‑step model for recognizing revenue: (i) identification of the contract with a customer, (ii) identification of the performance obligations in the contract, (iii) determination of the transaction price, (iv) allocation of the transaction price to the performance obligations, and (v) recognition of revenue when, or as, the Company satisfies a performance obligation.

Nature of Goods and Services

The Company generates revenue primarily from the following primary revenue streams:

• Product revenue, which consists of sales of satellites, including newly manufactured satellites and, in certain cases, in-orbit satellites.
• Service revenue, which consists primarily of the sale of satellite imagery, subscription-based arrangements, data analytics, and services related to our satellite sales.

Product Revenue — Satellite Sales

SATELLOGIC INC.

Notes to Condensed Consolidated Financial Statements

(in thousands of U.S. dollars, except share and per share information, unless otherwise stated)

Product revenue is derived from contracts for the sale of satellites. At contract inception, the Company evaluates whether the contract includes a single performance obligation to transfer a satellite or multiple performance obligations. For contracts in which the satellite and any related promised services are determined to be distinct, the transaction price is allocated to each performance obligation based on their relative stand-alone selling prices, or, if stand-alone selling prices are not available, the transaction price is allocated based on an estimate using other appropriate valuation techniques.

Revenue from the sale of a manufactured or in-orbit satellite is generally recognized at a point in time when control and title of the satellite transfers to the customer.

Service Revenue — Imagery Sales, Subscription-based Arrangements, and Data Analytics

Service revenue consists primarily of sales of satellite imagery and related services, which may be provided on a per‑image basis or through subscription‑based arrangements that provide customers with satellite capacity to provide access to imagery tasking over a defined contract term. Accordingly, the sales of satellite imagery are treated as a single performance obligation and revenue is recognized at a point in time when the imagery is delivered or made available to the customer. Subscription-based arrangements are a separate, distinct performance obligation and revenue is recognized over time as the Company delivers promises outlined in the contract to the customer. In addition, services associated with our satellite sales, such as training and integration services, are evaluated to determine distinct performance obligations and for those performance obligations, revenue is typically recognized over time.

Equity Securities

Effective January 1, 2026, the Company transitioned the accounting for its 4.7% interest in Officina Stellare from the Equity Method (ASC 323) to Fair Value through Net Income (ASC 321).

The Company’s OS investment transitioned to and is now classified as a Level 2 fair value measurement, as OS has a Readily Determinable Fair Value in the Euronext Growth Milan market, which management determined to be a market not actively traded under ASC 820-10-35-48b due to low trading volume relative to the Company’s holding.

As part of its “mark-to-market” fair value remeasurement on January 1, 2026, the Company recognized an unrealized gain of $5.3 million on the Company’s Condensed Consolidated Statements of Operations and Comprehensive Loss.

3. Accounting Standards Updates

Accounting Standards Not Yet Adopted

In November 2024, the FASB issued ASU 2024-03, Income Statement – Reporting Comprehensive Income – Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses, as amended by ASU No. 2025-01, Income Statement – Reporting Comprehensive Income – Expense Disaggregation Disclosures (Subtopic 220-40): clarifying the Effective Date, which requires a new footnote disclosure for public entities to disaggregate, in a tabular format, certain relevant expense captions on the face of the income statement (e.g., cost of sales, SG&A) that include any of the following natural expenses: purchases of inventory, employee compensation, depreciation, intangible asset amortization, and certain depletion expenses. The guidance is effective for annual periods beginning after December 15, 2026, and interim periods within annual periods beginning after December 15, 2027. The Company is currently evaluating the guidance to determine the effect on the Company’s disclosures.

In September 2025, the FASB issued ASU 2025-06, Intangibles—Goodwill and Other—Internal-Use Software (Subtopic 350-40): Targeted Improvements to the Accounting for Internal-Use Software, which amends the guidance for capitalizing costs related to internal-use software. The ASU removes the prescriptive, sequential project stages (preliminary project stage, application development stage, and post-implementation/operation stage) and replaces them with a "probable-to-complete recognition threshold." The ASU also clarifies that the disclosure requirements for Property, Plant, and Equipment (Topic 360) apply to all capitalized internal-use software costs, and the specific intangibles disclosures in Topic 350 are not required. The amendments are effective for public business entities for annual reporting periods beginning after December 15, 2027, including interim periods within those annual periods, with earlier adoption permitted. The Company is currently evaluating the effect of the guidance on its Condensed Consolidated Financial Statements and related disclosures.

SATELLOGIC INC.

Notes to Condensed Consolidated Financial Statements

(in thousands of U.S. dollars, except share and per share information, unless otherwise stated)

In December 2025, the FASB issued ASU 2025-11, Interim Reporting (Topic 270), which centralizes interim disclosure requirements and codifies a "disclosure principle" requiring an explanation of material changes occurring since the most recent annual period. As the Company currently adheres to similar requirements under SEC Regulation S-X Rule 8-03, the adoption of this guidance is not expected to significantly change current interim reporting practices. The amendments are effective for the Company for interim periods within fiscal years beginning after December 15, 2027, with early adoption permitted. The Company expects to adopt this guidance prospectively and does not anticipate that the adoption will have a material impact on its Condensed Consolidated Financial Statements or disclosures.

4. Segment Information

The Company is organized as one operating segment, which is its reportable segment. Generally, its segment metrics are equal to the Company’s consolidated totals. The Company’s segment information is evaluated regularly by the Chief Executive Officer, who is the chief operating decision maker (“CODM”) for purposes of decisions on how to allocate resources and to assess performance. The Company determined its reportable segment using the management approach based on how the CODM evaluates the business. The CODM uses the Company’s net income (loss) to assess the performance of the Company’s operating segment and evaluates the Company’s results against forecasted results.

The Company’s operating segment derives its revenues from the sale of images via Data & Analytics and Constellation as a Service (“CaaS”) and the sale or licensing of satellites via the Company’s Space Systems business line. The Company evaluates its operations based on net income (loss). Required segment disclosures that are equal to the Company’s consolidated totals and disclosed elsewhere in the Condensed Consolidated Financial Statements include: net income (loss), total assets, total revenue, interest income, net, depreciation expense, equity in net income (loss) of affiliate accounted for by the equity method, and income tax expense. In addition to depreciation expense, other non-cash expenses include stock-based compensation disclosed in the Condensed Consolidated Statement of Cash Flows and a non-cash sales agreement described in Note 5 (Revenue from Contracts with Customers). Purchases of long lived assets include purchases of property and equipment disclosed in the Condensed Consolidated Statement of Cash Flows and the acquisition of new operating lease right of use assets for the six months ended June 30, 2026 and 2025 of $0.0 million and $6.5 million, respectively. Total non-current assets also includes an equity investment at fair value at June 30, 2026 and an equity-method investment at December 31, 2025 of $15.0 million and $3.8 million, respectively. Other segment items are primarily made up of the following items not considered to be significant expenses: depreciation expense, change in fair value of financial instruments, income tax expense, partially offset by foreign currency income adjustments and interest income, net.

Operations for the Company’s segment were as follows:

Revenue by geographic area is as follows(a):

SATELLOGIC INC.

Notes to Condensed Consolidated Financial Statements

(in thousands of U.S. dollars, except share and per share information, unless otherwise stated)

(a) Revenues are attributed to individual countries based on the location of the customer generating the revenue.

For the three months ended June 30, 2026 and 2025, the rest of world had two and zero countries, respectively, that generated 10% or more of the Company's total revenue.

For the six months ended June 30, 2026 and 2025, the rest of world had two and one countries, respectively, that generated 10% or more of the Company's total revenue.

5. Revenue from Contracts with Customers

During the three months ended June 30, 2026, we recognized revenue of $15.9 million, of which $0.8 million was recognized over time and $15.2 million was recognized at a point in time. During the three months ended June 30, 2025, we recognized revenue of $4.4 million, of which $0.9 million was recognized over time and $3.5 million was recognized at a point in time.

During the six months ended June 30, 2026, we recognized revenue of $22.0 million, of which $1.8 million was recognized over time and $20.2 million was recognized at a point in time. During the six months ended June 30, 2025, we recognized revenue of $7.8 million, of which $1.6 million was recognized over time and $6.2 million was recognized at a point in time.

In November 2021, the Company entered a 5-year noncancellable agreement with a technology company by which the customer receives $4.0 million in credits to purchase imagery each year. The Company recognizes revenue as images are delivered to the customer. The customer pays the Company in non-cash consideration in the form of a license to a proprietary software platform, which the Company uses in its internal operations. For the three months ended June 30, 2026 and 2025, we recognized $1.3 million and $1.2 million of revenue from this customer, respectively. For the six months ended June 30, 2026, and 2025, we recognized $2.3 million and $2.2 million of revenue from this customer, respectively.

Disaggregation of revenue

Information about our revenue by business line is as follows:

Information about our revenue by timing is as follows:

SATELLOGIC INC.

Notes to Condensed Consolidated Financial Statements

(in thousands of U.S. dollars, except share and per share information, unless otherwise stated)

Information about our revenue by geography is as follows:

(1) Revenue by geography is based on the geographical location of the customer.

Contract Liabilities and Remaining Performance Obligations

Our contract liabilities consist of payments received from customers, or such consideration contractually due, in advance of providing the relevant satellite imagery or related service. Amounts included in Contract liabilities are as follows:

During the six months ended June 30, 2026, we recognized revenue of $8.9 million that was included as a contract liability as of December 31, 2025. During the six months ended June 30, 2025, we recognized revenue of $3.0 million that was included as a contract liability as of December 31, 2024. The increase in contract liabilities in the six months ended June 30, 2026 was primarily due to collections from new customers for performance obligations that will be satisfied during 2026. Total unused credits related to the non-cash agreement described above included in contract liabilities at June 30, 2026, and December 31, 2025 were $0.7 million and $1.1 million, respectively. Unused credits expire one year after issuance. There were no credits that expired in the six months ended June 30, 2026 or 2025.

A contract’s transaction price is allocated to each distinct performance obligation and recognized as revenue when, or as, the performance obligation is satisfied. As discussed in Note 2 Summary of Significant Accounting Policies, the Company changed its disclosure methodology in 2025 to include contracts in its calculation of RPO that have an original duration of one year or less.

The following table represents the total transaction price for the remaining performance obligations as of June 30, 2026 related to non-cancellable contracts that is expected to be recognized over future periods.

SATELLOGIC INC.

Notes to Condensed Consolidated Financial Statements

(in thousands of U.S. dollars, except share and per share information, unless otherwise stated)

6. Warrant Liabilities

Liberty Warrants and Liberty Advisory Fee Warrant

On January 18, 2022, the Company and CF V entered into the Liberty Subscription Agreement with an investor (the “Liberty Investor”). The Company agreed to issue and sell to the Liberty Investor (i) 20,000,000 shares of Class A common stock (the “Liberty Shares”), (ii) a warrant to purchase up to 5,000,000 shares of Class A common stock at an exercise price of $10.00 per share (the “$10.00 Liberty Warrant”), and (iii) a warrant to purchase up to 15,000,000 shares of Class A common stock at an exercise price of $15.00 per share (the “$15.00 Liberty Warrant”, and together with the $10.00 Liberty Warrant, the “Liberty Warrants”), in a private placement for an aggregate purchase price of $150.0 million. The transaction closed on February 10, 2022 (the transaction collectively, the “Liberty Investment”).

An advisory fee is payable by the Company in exchange for advisory services to be provided to the Company from time to time until a Cessation Event (as defined in that certain Subscription Agreement, dated as of January 18, 2022, by and among the Company, the Liberty Investor and CF V, pursuant to which the Liberty Investment was made, the “Liberty Subscription Agreement”). The advisory fee includes a warrant to purchase 2,500,000 shares of Satellogic’s Class A common stock at an exercise price of $10.00 per share (the “Liberty Advisory Fee Warrant”).

In 2022, the Liberty Warrants and the Liberty Advisory Fee Warrant were initially recognized as a liability with a fair value of $30.9 million. The Liberty Warrants and the Liberty Advisory Fee Warrant remain unexercised and were remeasured to a fair value of $21.8 million as of June 30, 2026. The Liberty Warrants and Liberty Advisory Fee Warrant will expire on February 10, 2027 or earlier upon redemption or liquidation.

PIPE Warrant

In 2022, pursuant to the relevant subscription agreement, the Company issued 5,816,770 shares of Class A common stock and a non-redeemable warrant (the “PIPE Warrant”) to purchase 2,500,000 shares of Class A common stock to a PIPE investor at an exercise price of $20.00 per share, for an aggregate purchase price of $58.2 million.

In 2022, the PIPE Warrant was initially recognized as a liability with a fair value of $1.3 million. The PIPE Warrant remains unexercised and was remeasured to fair value of $1.1 million as of June 30, 2026. The PIPE Warrant will expire on January 25, 2027, or earlier upon redemption or liquidation.

$8.63 Warrants

In connection with the Merger, we entered into that certain Assignment, Assumption and Amendment Agreement, dated January 25, 2022, by and among the Company, CF V and Continental Stock (the “PIPE Warrant Agreement”), which amended that certain Warrant Agreement, dated January 28, 2021, by and between the Company and Continental Stock Transfer & Trust Company (the “Public Warrant Agreement”).

Pursuant to the Public Warrant Agreement, we issued warrants to purchase 8,333,333 shares of Class A common stock (the “Public Warrants”) and 200,000 private placement warrants. Additionally, pursuant to that certain Amended and Restated Forward Purchase Contract, dated as of January 28, 2021, by and between CF V and CFAC Holdings V, LLC (the “Sponsor”), we agreed to issue warrants to purchase an additional 333,333 shares of Class A common stock at an exercise

SATELLOGIC INC.

Notes to Condensed Consolidated Financial Statements

(in thousands of U.S. dollars, except share and per share information, unless otherwise stated)

price of $11.50 per share (the “Forward Purchase Warrant”) (together, with the Public Warrants and the private placement Warrants, the “$8.63 Warrants”).

All of the $8.63 Warrants are governed by the Public Warrant Agreement. The $8.63 Warrants became exercisable 30 days after the Closing Date, or February 25, 2022, and will expire on January 25, 2027, or earlier upon redemption or liquidation.

The $8.63 Warrants were initially recognized as a liability with a fair value of $4.9 million. On April 1, 2022, we determined pursuant to the Public Warrant Agreement, as modified and assumed by the PIPE Warrant Agreement, that the warrant price with respect to the warrants issued and outstanding was adjusted from $11.50 to $8.63 and the redemption price was adjusted from $18.00 to $13.50. There were 8,253,454 $8.63 Warrants outstanding, which had a fair value of $10.6 million as of June 30, 2026.

7. Earnout Liabilities

Sponsor Earnout

Pursuant to that certain Sponsor Support Agreement, dated as of July 5, 2021, by and among us, the Sponsor and Nettar (the “Sponsor Support Agreement”), the Sponsor has agreed that during the period between the Closing and the five-year anniversary of the Closing, the Sponsor shall not sell, transfer or otherwise dispose of Class A common stock equal to 1,869,000 less 30% of the Forfeiture Escrow Shares (as defined in the Sponsor Support Agreement) retired and canceled (“Sponsor Earnout”). The Sponsor Earnout is subject to potential forfeiture to us for no consideration until the occurrence of each tranche’s respective earnout triggering event. The earnout triggering events related to achieving a closing price at or above $12.50, $15.00 and $20.00 per share, respectively, for any 10 trading days over a 20 trading day period were not satisfied during the six months ended June 30, 2026. As a result, the Sponsor Earnout of 1,775,962 shares of Class A common stock were not vested and are subject to transfer restrictions and contingent forfeiture provisions.

8. Property and Equipment

Property and equipment, net consists of the following:

Provisions for depreciation are based on estimated useful lives of the assets using the straight-line method.

SATELLOGIC INC.

Notes to Condensed Consolidated Financial Statements

(in thousands of U.S. dollars, except share and per share information, unless otherwise stated)

Information related to our property and equipment and operating lease right of use assets by geography is as follows:

(1) The presentation in the table above is based on the geographic location of the entity that holds the assets.

9. Additional Financial Statement Information

Prepaid Expenses and Other Current Assets

Accrued Expenses and Other Liabilities

SATELLOGIC INC.

Notes to Condensed Consolidated Financial Statements

(in thousands of U.S. dollars, except share and per share information, unless otherwise stated)

Interest Income, Net

(1) Excludes interest on the Company’s Secured Convertible Notes, which is included in Change in Fair Value of Financial Instruments.

10. Income Tax

As of March 26, 2025, we are incorporated in the U.S. Our operations are conducted through various subsidiaries in a number of countries throughout the world with significant operations in Uruguay, where we operate in a free trade zone. Consequently, income tax has been provided based on the laws and tax rates in effect in the countries in which operations are conducted or in which our subsidiaries are considered resident for corporate income tax purposes, including Argentina, Spain, Uruguay, and the United States.

The calculation of our effective tax rate is as follows:

The difference between the U.S. federal statutory income tax rate of 21% and the Company’s effective income tax rate for the six months ended June 30, 2026 and 2025 was primarily impacted by a variety of factors including the location in which income was earned, the recognition of a full valuation allowance in various jurisdictions, and interest and penalties related to uncertain tax positions.

On July 4, 2025, the One Big Beautiful Bill Act ("OBBBA") was enacted. The OBBBA makes significant tax law changes and modifications, such as the permanent extension of certain expiring provisions of the Tax Cuts and Jobs Act and the restoration of favorable tax treatment for certain business provisions, including allowing accelerated tax deductions for qualified property and equipment expenditures and the business interest expense limitation. The legislation has multiple effective dates, with certain provisions effective in 2025 and others implemented through 2027. The Company continues to assess the potential impacts on its Condensed Consolidated Balance Sheet, Results of Operations and Cash Flows.

11. Stock-based Compensation

A summary of stock option activity for the six months ended June 30, 2026 is as follows:

SATELLOGIC INC.

Notes to Condensed Consolidated Financial Statements

(in thousands of U.S. dollars, except share and per share information, unless otherwise stated)

A summary of restricted stock units (“RSU”) activity for the six months ended June 30, 2026 is as follows:

(1) The issuance of Class A common stock was deferred, as elected by certain grantees, for 115,819 RSUs that vested during the six months ended June 30, 2026.

The following table lists the weighted average assumptions used under the Black-Scholes model for stock options granted during the six months ended June 30, 2026:

12. Net Loss Per Share

Diluted loss per share considers the impact of potentially dilutive securities. We identified financial instruments that qualify as potential common shares: (i) the share-based options awards described in Note 11 (Stock-based Compensation), (ii) the warrants described in Note 6 (Warrant Liabilities), and (iii) the earnout liabilities described in Note 7 (Earnout Liabilities). Each of these potential common shares is antidilutive since their conversion to common shares would decrease loss per share from continuing operations.

SATELLOGIC INC.

Notes to Condensed Consolidated Financial Statements

(in thousands of U.S. dollars, except share and per share information, unless otherwise stated)

Basic and diluted net income (loss) per share attributable to common stockholders is calculated as follows:

Additionally, the following securities outstanding at each period end were not included in the quarter-to-date or year-to-date computation of diluted shares outstanding because the effect would have been anti-dilutive:

13. Fair Value Measurements and Financial Instruments

The following tables provide the fair value measurement hierarchy of our assets and liabilities:

SATELLOGIC INC.

Notes to Condensed Consolidated Financial Statements

(in thousands of U.S. dollars, except share and per share information, unless otherwise stated)

The following methods and assumptions were used to estimate the fair values at June 30, 2026:

• The carrying values of cash and cash equivalents, restricted cash, accounts receivable, prepaid expenses and other current assets, accounts payable, and accrued expenses and other liabilities are considered to approximate their fair values due to the short-term nature of these items.
• The volatility assumption is based on the historical volatility of the Company’s and OS’s stock prices, implied volatility of the Company’s and guideline public companies’ stock prices and the risk-free rate-of-return assumption is based on market rates. An increase in volatility and / or the risk-free rate of return would result in higher values for the Company’s stock warrants.
• The fair values of the $8.63 Warrants were determined using the quoted prices in the active warrant market.
• The fair values of the PIPE Warrant have been estimated using the Black-Scholes model. Significant unobservable inputs include:
  • Time to expiry: 0.57 years
  • Volatility: 127.5%
  • Risk-free rate of return: 4.0%
• The fair values of the Liberty Warrants and Liberty Advisory Fee Warrant have been estimated using the Black-Scholes model. Significant unobservable inputs include:
  • Time to expiry: 0.62 years
  • Volatility: 127.5%
  • Risk-free rate of return: 4.0%
• The fair value of the Sponsor Earnout has been estimated using the Monte Carlo model. Significant unobservable inputs include:
  • Time to expiry: 0.57 years
  • Volatility: 127.5%
  • Risk-free rate of return: 4.0%
• The fair values of the Secured Convertible Notes are determined by using the “with” method. At each measurement date we valued the Secured Convertible Notes with the conversion option. The difference between the aggregate fair value of the Secured Convertible Notes and the unpaid principal balance was $71.7 million at June 30, 2026. Inputs used for the fair value measurement include:
  • Credit spread: 25.84% to 38.34%
  • Volatility: 90%
  • Risk-free rate of return: 4.2%

SATELLOGIC INC.

Notes to Condensed Consolidated Financial Statements

(in thousands of U.S. dollars, except share and per share information, unless otherwise stated)

Changes in the fair value of Level 3 assets during the six months ended June 30, 2025 were as follows:

(1) Recognized in the Condensed Consolidated Statements of Operations and Comprehensive Loss as change in fair value of financial instruments for the three months ended June 30, 2025.

The Company's Level 3 warrants expired on December 31, 2025. Accordingly, there was no fair value activity associated with these instruments during the six months ended June 30, 2026.

Changes in the fair value of Level 3 liabilities during the six months ended June 30, 2026 and 2025 were as follows:

(1) Recognized in Change in fair value of financial instruments of the Condensed Consolidated Statements of Operations and Comprehensive Loss as change in fair value of financial instruments for the six months ended June 30, 2026 and 2025, respectively.

There were no transfers between Level 1 and Level 2 during the six months ended June 30, 2026 or 2025. On January 1, 2026, the Company changed its method of accounting for the Company’s OS investment from the equity method of accounting to the fair value through net income method. Upon this change, the Company recorded an initial gain of $5.3 million. For the three and six months ended June 30, 2026, the Company recorded subsequent unrealized gains of $7.9 million and $6.4 million due to fair value adjustments, resulting in a total gain of $11.7 million recognized within “Changes in fair value of financial instruments” in the Company’s Condensed Consolidated Statement of Operations and Comprehensive Loss for the six months ended June 30, 2026.

14. Related Parties

See description of transactions with Cantor Fitzgerald & Co. (“CF&Co.”) and Liberty Investment as part of the Merger Transaction described in Note 4 (Reverse Recapitalization) of our 2025 Annual Report.

During the six months ended June 30, 2026, the Company made $0.2 million of purchases from our equity investment, Officina Stellare (“OS”). During the six months ended June 30, 2025, we made purchases totaling $0.2 million from OS.

SATELLOGIC INC.

Notes to Condensed Consolidated Financial Statements

(in thousands of U.S. dollars, except share and per share information, unless otherwise stated)

There was $0.6 million and $0.4 million owed to OS and included in Accounts payable at June 30, 2026 and at December 31, 2025, respectively.

15. Secured Convertible Notes

Secured Convertible Notes as of June 30, 2026 and December 31, 2025 were as follows:

On April 12, 2024, the Company, Nettar and Acquiom Agency Services LLC (the “Holder Representative”) entered into that certain Note Purchase Agreement (the “Note Purchase Agreement”) with Tether Investments Limited, (the “Purchaser”), pursuant to which Nettar agreed to issue $30.0 million in aggregate principal amount of floating rate secured convertible promissory notes (the “Secured Convertible Notes”) to the Purchaser. The net proceeds from the issuance of the Secured Convertible Notes, after deducting transaction fees and other debt issuance costs, was approximately $27.6 million. The Secured Convertible Notes initially bear interest at a rate of SOFR plus 6.50% per annum (10.14% as of June 30, 2026), subject to an additional 4.0% per annum if certain events of default occur and are continuing (“Contingent Interest Feature”). The Secured Convertible Notes are guaranteed by the Company and each of the Company’s material subsidiaries (other than Nettar), and are secured by substantially all of the Company’s and its subsidiaries’ assets (including all of its intellectual property). Nettar may issue additional Secured Convertible Notes under the terms thereof, provided the aggregate principal outstanding amount does not exceed $50.0 million.

The Secured Convertible Notes are convertible into shares of the Company’s Class A common stock at an initial conversion price of $1.20 (or 833.33 shares of Class A common stock per $1,000 principal amount of Secured Convertible Notes) (“Conversion Feature”), subject to customary anti-dilution adjustments.

Unless this Note has been previously settled or converted in accordance with the other features mentioned within the agreement, the entire outstanding principal balance and all unpaid accrued interest shall become fully due and payable on the Maturity Date of April 12, 2028.

In the event of an asset sale by the Company (outside the ordinary course of business) or an insurance or condemnation event that results in net proceeds to the Company in excess of $2.0 million Nettar will be required to offer to prepay the Secured Convertible Notes up to the amount of such proceeds at par (unless such proceeds are used to purchase comparable assets within six months). In the event the Secured Convertible Notes are accelerated as a result of an event of default, Nettar must pay a pre-payment penalty equal to 5% of the greater of (i) the outstanding principal amount and (ii) the then-prevailing conversion value. In connection with a change of control of the Company (including delisting of the Company’s Class A common stock), the holder has the right to require the Company to repurchase the Secured Convertible Notes for cash at a price equal to the greater of (i) 105% of the redemption value of the Secured Convertible Notes or (ii) 105% of the then-prevailing conversion value, plus accrued but unpaid interest thereon, as well as any other amounts owed (the “Put Price”). Nettar also has the right to repurchase or force-convert the Secured Convertible Notes in connection with a full acquisition of the Company at the Put Price.

The Secured Convertible Notes contain certain restrictive covenants, including restrictions on (i) incurring indebtedness, subject to certain exceptions, (including the ability to issue additional Secured Convertible Notes; provided the aggregate principal outstanding amount does not exceed $50.0 million), (ii) creating certain liens, subject to certain exceptions, (iii) the payment of dividends or other restricted payments, (iv) the sale, transfer or otherwise conveyance of certain assets, subject to asset sale pre-payment described above, and (v) affiliate transactions.

In connection with the offering of the Secured Convertible Notes, the Company also entered into a registration rights agreement with the Purchaser, pursuant to which the Company agreed to register for resale the Class A common stock issuable upon conversion of the Secured Convertible Notes.

SATELLOGIC INC.

Notes to Condensed Consolidated Financial Statements

(in thousands of U.S. dollars, except share and per share information, unless otherwise stated)

Fair Value Option

The Company chose to record the Secured Convertible Notes using the fair value option whereby the Secured Convertible Notes are valued as one instrument. If this election had not been made, the Company would have been required to bifurcate the Conversion Feature and the Contingent Interest Feature of the notes as separate derivatives. The Company elected the fair value option in order to account for the Notes as one instrument to better reflect the way that the Company views the financial instrument. As a result of electing the fair value option, interest on the Secured Convertible Notes is included in the Change in fair value of financial instruments on the Statement of Operations and Comprehensive Loss and debt issuance costs were recorded as expense in the current period rather than being deferred and recorded as expense over the life of the Secured Convertible Notes. The carrying value of Secured Convertible notes at June 30, 2026 and December 31, 2025 includes accrued interest of $0.7 million and $0.9 million, respectively.

Partial Secured Convertible Notes Conversions

The Purchaser converted $6.0 million of principal under the Secured Convertible Notes in April 2026 and an additional $6.0 million of principal in May 2026 into 5.0 million and 5.0 million shares of Class A common stock, respectively. The principal owed on the Secured convertible notes at June 30, 2026 and December 31, 2025, was $18.0 million and $30.0 million, respectively.

16. Commitments and Contingencies

Contingencies

We may be named from time to time as a party to lawsuits arising in the ordinary course of business related to its sales, marketing, and the provision of its services and equipment. Litigation and contingency accruals are based on our assessment, including advice of legal counsel, regarding the expected outcome of litigation or other dispute resolution proceedings. If we determine that an unfavorable outcome is probable and can be reasonably assessed, we establish the necessary accruals. As of June 30, 2026 and December 31, 2025, we are not aware of any contingent liabilities that should be reflected in the Condensed Consolidated Financial Statements.

Launch Services

The Company has purchased commitments for future satellite launch services to be performed by third parties subsequent to June 30, 2026. Future purchase commitments under noncancelable launch service contracts as of June 30, 2026 for the year ending December 31, 2026 consisted of approximately $4.1 million and total commitments are $7.1 million through 2028.

Off-Balance Sheet Letters of Credit

As of June 30, 2026 the Company had outstanding letters of credit totaling approximately $9.5 million issued to various beneficiaries to guarantee performance/contractual obligations. These letters of credit are primarily denominated in euros and U.S. dollars. As of June 30, 2026, no amounts have been drawn against these letters of credit, and the Company believes the likelihood of a material draw is remote.

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 in conjunction with our financial statements and notes to those statements included in this Report. This discussion contains forward-looking statements that involve risks and uncertainties. In addition to historical information, the following Management’s Discussion and Analysis of Financial Condition and Results of Operations contains forward-looking statements that involve risks and uncertainties. Please see “Risk Factors” and “Cautionary Note Regarding Forward-Looking Statements” in this Report.

Company Overview

Satellogic builds the infrastructure to power Persistent Global Intelligence (“PGI”): continuous, proactive awareness of the places, assets, and activities that matter. We combine high-cadence satellite collection, best-in-class technology, AI-accelerated workflows, and sovereign-trusted architecture to help customers move from episodic imagery to persistent monitoring programs.

Our mission is to give governments, intelligence agencies, and commercial customers the persistent awareness they need to make faster, more confident decisions. We serve allied defense and intelligence agencies, civil governments, and commercial markets that need reliable, scalable awareness of change across large portfolios of sites. Through an end-to-end production and operations model, Satellogic provides governments with flexible options across their journey toward sovereign intelligence capabilities. Customers can begin with discovery, expand into persistent monitoring, and build toward dedicated or sovereign-controlled capacity as their mission requirements grow.

This integrated approach enables Satellogic to deploy satellites on predictable timelines and operate with capacity to support persistent coverage across large portfolios of sites. Satellogic enables continuous monitoring and alert-driven workflows that help customers move from reactive tasking to proactive decision-making, providing mission-critical data when it is needed.

Unmatched Capacity and Scale

Today’s geospatial data market is supply-constrained with customers demanding more data at lower costs. We operate one of the largest high-resolution constellations commercially available with the ability to significantly leverage existing in-orbit capabilities as capacity and cost champions.

Radical Cost Leadership and Technical Superiority

We produce and launch our satellites for a fraction of the cost of our competitors, which is achieved through our vertical integration, in-house manufacturing, and a design philosophy optimized for low mass and rapid production. We design the core components that go into developing and manufacturing our satellites to be mission specific. We manufacture many of our components, but we also partner with third parties to manufacture certain other components to our design specifications. We assemble, integrate and test the components and satellites in our facilities located in a free-trade zone in Montevideo, Uruguay. Additionally, our patent-protected camera design enables us to capture an exceptional volume of imagery from a smallsat form factor distinguishing our collection capabilities from competitors. Our superior capture capacity, coupled with our radical cost leadership, results in industry-leading unit economics. When taken together with the resolution and frequency we are able to deliver, we believe Satellogic is uniquely positioned to drive a meaningful expansion of today’s market with persistent monitoring and actionable data.

Sovereign-Trusted Architecture

We provide a sovereign-trusted architecture that ensures mission continuity independent of third-party priorities. We believe we are fully compliant with all applicable export regimes, which allows us to provide unique, disruptively-priced sovereign and defense solutions rapidly. This approach enables technology and knowledge transfer resulting in local manufacturing capabilities and in-orbit flight heritage, ensuring our customers retain strategic autonomy over their intelligence infrastructure.

Our Strategy

Our strategy is focused along two distinct business lines: Data & Analytics and Space Systems. These two business lines will allow us to serve the existing market and begin to democratize access to a host of new customers. We expect that the Data & Analytics business will continue to represent our most predictable revenue stream, as our business model moves from episodic imagery transactions toward persistent monitoring programs.

Our newest product, Aleph Observer, operationalizes persistent monitoring. Rather than relying on episodic tasking and best-effort imagery delivery, it enables ongoing monitoring of hundreds of sites daily in a customer’s area of interest, with predictable delivery over time. This allows teams to detect and assess change without repeated tasking, helping reduce operational friction and increase confidence.

Aleph Observer will also be a foundational platform as Merlin, the connected, global baseline detection layer of our PGI infrastructure, comes online. It scans the entire planet daily to provide real-time insights and connects into the rest of our constellation to immediately task high-resolution image collection for ultimate decision advantage. Merlin is expected to launch its first satellite, Merlin.01 in the fourth quarter of 2026, and become fully operational in the first half of 2027. We believe Merlin will transform continuous global collection into operational insight, expanding the monitoring model from targeted site coverage toward comprehensive global coverage.

Our Space Systems business offers unique solutions to sovereign customers or local partners with their own capabilities and in-orbit flight heritage at a disruptive price. With rapid technology and knowledge transfer, as quickly as three to five months, our customers own, assemble and integrate their own satellites with operational support provided by us in their local AIT (Assembly Integration and Test) facility.

Recent Developments

Persistent Earth Monitoring Contracts and Strategic Collaborations

In June 2026, the Company announced separate strategic collaborations with SynMax and SpaceKnow to develop and deliver AI-powered geospatial intelligence products for defense, intelligence, and commercial customers. These collaborations build on the Company’s PGI infrastructure, which utilizes its existing high-resolution satellites, on-satellite AI, and the forthcoming Merlin Constellation. The Merlin Constellation is designed to deliver comprehensive global coverage at one-meter resolution as the network expands, with its first launch planned for the fourth quarter of 2026.

Additionally, on May 26, 2026, the Company announced a one-year agreement valued at more than $18 million with an international defense customer for persistent, high-frequency Earth observation imagery. The agreement represents an expansion from an initial trial to full-scale deployment in under six months.

Sale of In-Orbit Satellites

On April 30, 2026, the Company announced an agreement valued at $12 million with a sovereign defense customer to deliver a commissioned, in-orbit NewSat satellite from its operational Aleph-1 constellation. The agreement encompasses the sale and full transfer of ownership and operations of the satellite to the customer, along with comprehensive support to develop independent capabilities to command the satellite and to process and use its data for military and civilian applications.

Appointment of Strategic Advisor

On March 25, 2026, the Company announced that Vice Admiral (VADM) Frank D. Whitworth III, USN (Ret.) has joined the company as a Strategic Advisor.

VADM Whitworth brings decades of leadership across the U.S. defense and intelligence communities. Most recently, he served as the eighth Director of the National Geospatial-Intelligence Agency (NGA) from June 2022 until his retirement in late 2025, where he led the delivery of geospatial intelligence to support national security operations worldwide. Notably, he oversaw the maturation of NGA Maven, the Department of Defense’s primary initiative for operationalizing AI and machine learning, transitioning the program from an experimental framework into a critical operational capability that significantly increased the speed and scale of intelligence analysis.

In his role as Strategic Advisor, VADM Whitworth will advise Satellogic on strategic engagement with global customers, the development of the Company’s product and technology roadmap, and the integration of high-frequency Earth Observation into modern intelligence architectures.

ATM Financing Facility

On January 26, 2026, the Company decreased the amount of Class A common stock available under its then current at-the-market program to $0.00 (the “Prior ATM Program”). On March 30, 2026, the Company entered into a new Sales Agreement by and among CF&Co., Craig-Hallum Capital Group LLC, Northland Securities, Inc. and Roth Capital Partners, LLC, as sales agents (the “Sales Agreement”), under which the Company may offer and sell shares of its Class A common stock having an aggregate offering price of up to $50.0 million from time to time (the “Current ATM Program” and, together with the Prior ATM Program, the “ATM Program”). No shares were sold under the Current ATM Program during the three or six months ended June 30, 2026.

Key Factors Affecting Operating Results

We believe our performance and future success depend on several factors that present significant opportunities for us but also pose risks and challenges. Although our industry is highly competitive, we believe that we have advantages that revolve around unit economics, design and technology, a vertically integrated structure, and an efficient build-to-launch cycle. Our success in marketing these advantages to win new customers and convert our pipeline of potential contracts into revenue will largely determine the extent of our financial success.

More specifically, we believe some of our key opportunities include the continued adoption of our high-resolution EO images, primarily with D&I customers within the U.S. government and allied countries. Additionally, the increase in market adoption of next generation high resolution space system (satellite) sales can also positively impact the future performance of our business. However, long and complex sales cycles, which typically accompany government and satellite program sales transactions, can impact our performance. Furthermore, as we are dependent on a small number of customers for a large portion of our revenue, the loss of one or more of our major customers could have a material adverse effect on our business, financial condition, and results of operations.

We are currently an early-stage company that has not demonstrated a sustained ability to generate sufficient revenue from our expected future principal business. While our revenues have increased each year, we have historically generated insufficient revenues to sustain the business and have relied on outside financing, both debt and equity, to supplement the cash flows generated from our operations. To grow our business, we have to continue to improve our technology and regularly launch new and improved satellites, which require capital. Sustained and repeat business, along with securing new debt and equity capital, are critical for our ongoing success.

In addition, we believe the Domestication provides greater visibility to investors and customers, particularly as we pursue U.S. government D&I-related contracts, and our success in leveraging this structure change will also be a key factor in our future operating results. However, there can be no assurance that the Domestication will allow us to successfully obtain such contracts or resolve other risks related to competing for government contracts.

Key Components of Results of Operations

The following briefly describes the components of revenue and expenses as presented in our Condensed Consolidated Statements of Operations and Comprehensive Loss.

We are an early-stage revenue company with limited commercial operations, and our activities to date have been conducted in South America, Asia and Asia Pacific, Europe and North America. Currently, we conduct business through one operating segment. The Condensed Consolidated Financial Statements as of June 30, 2026 and December 31, 2025, and for the three and six months then ended June 30, 2026 and 2025 (the “Condensed Consolidated Financial Statements”) have been prepared in accordance with U.S. GAAP and the rules and regulations of the SEC.

The Condensed Consolidated Financial Statements include our accounts and those of our wholly owned subsidiaries. All intercompany accounts and transactions have been eliminated in consolidation. The Condensed Consolidated Financial Statements are presented in thousands of United States dollars (hereinafter “U.S. dollars” or “$”), unless stated otherwise.

Revenue

Revenue is currently derived from our Data & Analytics and Space Systems business lines. We sell our imagery to Data & Analytics customers as a single task and recognize revenue at a point-in-time classified as service revenue, while we enter into arrangements with CaaS customers that provide a stand-ready commitment and recognize that service revenue over time. For our Space Systems business lines, we sell our satellites and related products directly to customers

and typically recognize revenue at a point in time. Space Systems revenue is primarily product related; however, certain Space Systems’ contracts also include service-related performance obligations.

Cost of revenue, exclusive of depreciation

Cost of revenue includes direct costs related to ground stations, cloud and infrastructure costs and digital image processing. Additionally, the cost of revenue related to sales of our satellites primarily includes bill of materials, launch costs, personnel costs, insurance, and other costs associated with the manufacturing of the satellite. For in-orbit satellite sales, cost of revenue represents the net book value of assets reclassified from property and equipment.

Engineering

Engineering includes research and development expenses, and consists of the costs related to salaries, wages and other benefits, professional fees, stock-based compensation expense and other engineering-related expenses.

Selling, general and administrative expenses

Selling, general and administrative expenses consist of the costs related to salaries, wages and other benefits, professional fees and stock-based compensation expense related to our selling and support functions. Also included in general and administrative expenses are expense for estimated credit losses on accounts receivable and other administrative expenses.

Depreciation expense

Depreciation expense includes depreciation of satellites and other property and equipment.

Interest income, net

Interest income, net is primarily comprised of interest earned on our Cash and Cash Equivalents, partially offset by interest expense. Interest expense on the Secured Convertible Notes recognized at fair value is included in Change in fair value of financial instruments.

Change in fair value of financial instruments

Our Secured Convertible Notes, warrant liabilities, earnout liabilities and OS investments are subject to remeasurement to fair value at each balance sheet date. Changes in the fair value of these liabilities are recorded to Change in fair value of financial instruments in the Condensed Consolidated Statements of Operations and Comprehensive Loss. Since our Secured Convertible Notes are valued utilizing the fair value option, interest expense on the Secured Convertible Notes is also included.

Other (expense) income, net

Other (expense) income, net consists mainly of differences related to foreign exchange gains and losses as well as gains and losses on disposal of property and equipment.

Income tax expense

As a corporation domiciled in Delaware, we are subject to taxation in the U.S. We may also be subject to withholding taxes paid at source on interest, dividends received and paid in the various jurisdictions in which we operate, other fixed, annual, determinable or periodic income, and/or income earned in other jurisdictions where we have operations. Current income tax assets and liabilities are measured at the amount expected to be recovered from or paid to the taxation authorities where we operate. The tax rates and tax laws used to compute the amount are those that are enacted or substantively enacted at the reporting date in the countries where we operate and generate taxable income. Deferred income tax is provided using the liability method on temporary differences between the tax basis of assets and liabilities and their carrying amounts for financial reporting purposes at the reporting date.

On July 4, 2025, the One Big Beautiful Bill Act ("OBBBA") was enacted. The OBBBA makes significant tax law changes and modifications, such as the permanent extension of certain expiring provisions of the Tax Cuts and Jobs Act and the restoration of favorable tax treatment for certain business provisions, including allowing accelerated tax deductions for qualified property and equipment expenditures and the business interest expense limitation. The legislation has multiple effective dates, with certain provisions effective in 2025 and others implemented through 2027. The Company continues to assess the potential impacts on its condensed consolidated financial position, results of operations and cash flows.

Results of Operations

Comparison of Results for the three months ended June 30, 2026 and 2025

The following table summarizes our results of operations for the three months ended June 30, 2026 and 2025.

Revenue

During the three months ended June 30, 2026, revenue increased by $11.5 million, or 259% to $15.9 million from $4.4 million for the three months ended June 30, 2025, driven primarily by a $3.2 million increase in imagery ordered by new and existing Data & Analytics customers (service type) and an $8.3 million increase in revenue generated from the Space Systems business line (primarily product type). Revenue for the three months ended June 30, 2026 included $7.1 million attributable to our Data & Analytics line of business (service type) and $8.8 million attributable to our Space Systems line of business (primarily product type) compared to $4.0 million and $0.5 million, respectively, in the prior year.

Cost of revenue, exclusive of depreciation

Cost of revenue, exclusive of depreciation, increased $1.6 million, or 137%, to $2.8 million for the three months ended June 30, 2026 from $1.2 million for the three months ended June 30, 2025. The increase was driven primarily by higher Space Systems costs driven by product revenue growth.

Engineering expenses

Engineering expenses increased $0.7 million, or 32%, to $3.1 million for the three months ended June 30, 2026 from $2.3 million for the three months ended June 30, 2025. The increase was driven primarily by an increase in salaries, wages, and other benefits and stock-based compensation as a result of the Company’s workforce increases in 2026. The increase was also partially driven by increases in professional fees for outsourced engineers and increased office and administrative expenses, and increased travel and related expenses resulting from the Company’s workforce increases in 2026.

Selling, general and administrative expenses

Selling, general and administrative expenses increased $3.3 million, or 61%, to $8.6 million during the three months ended June 30, 2026, from $5.4 million for the three months ended June 30, 2025. The increase was driven primarily by an increase in salaries, wages, and other benefits as a result of the Company increasing its workforce, increased stock-based compensation due to a broadened pool of employees receiving stock-based compensation in 2025 and 2026, and an increase in travel and related expenses and other selling and administrative expenses that included increased banking fees related to letters of credit for contract guaranties. Travel increased due to the increased business and selling activities in the second quarter of 2026. Also contributing to the increase was a $0.5 million increase in professional fees consisting mainly of increases in legal, contractor and consulting fees.

Depreciation expense

Depreciation expense decreased by $0.7 million, or 38%, to $1.1 million for the three months ended June 30, 2026, as compared to $1.8 million for the three months ended June 30, 2025. The decrease was due primarily to a reduction in the number of satellites with depreciable useful lives.

Interest income, net

Interest income, net increased $0.7 million, or 252% to $1.0 million for the three months ended June 30, 2026 as compared to $0.3 million for the three months ended June 30, 2025. The increase was due to increased cash and cash equivalents following the Company’s equity raises in the fourth quarter of 2025 and the first quarter of 2026.

Change in fair value of financial instruments

The negative change in fair value of financial instruments of $19.4 million was related to net losses on our financial instruments of $19.7 million for the three months ended June 30, 2026, compared to net losses of $0.3 million for the three months ended June 30, 2025. The change was primarily driven by the remeasurement of the fair value of the Secured Convertible Notes, warrant, and earnout liabilities, which were impacted by the increases in our Class A common stock trading price during the three months ended June 30, 2026, compared to a smaller increase in our stock price in the same period in 2025. Additionally, $12 million of the outstanding principal of our Secured Convertible Notes was converted into 10 million shares of our common stock during the three months ended June 30, 2026, resulting in losses from the remeasurement immediately prior to each conversion. The negative change was partially offset by the fair value appreciation of the Company’s equity investment in Officina Stellare, a vendor.

Other income (expense), net

Other income (expense), net increased $0.7 million, or 179%, to $0.3 million of income for the three months ended June 30, 2026, compared to $0.4 million of expense for the three months ended June 30, 2025. The net increase in income was driven primarily by foreign currency exchange net gains for the three months ended June 30, 2026 compared to foreign currency exchange net losses in the three months ended June 30, 2025.

Income tax expense

Income tax expense increased by $2.0 million, or 4948%, to an expense of $1.9 million for the three months ended June 30, 2026, from a benefit of $40 thousand for the three months ended June 30, 2025. The increase was driven primarily by greater international tax expense related to unrealized gains on our equity investments in the first six months of 2026.

Results of Operations

Comparison of Results for the six months ended June 30, 2026 and 2025

The following table summarizes our results of operations for the six months ended June 30, 2026 and 2025.

Revenue

During the six months ended June 30, 2026, revenue increased $14.2 million, or 181% to $22.0 million from $7.8 million for the six months ended June 30, 2025, driven primarily by a $4.8 million increase in imagery ordered by new and existing Data & Analytics customers (service type) and a $9.4 million increase in Space Systems revenue (primarily product type). Revenue for the six months ended June 30, 2026 included $11.8 million attributable to our Data & Analytics line of business (service type) and $10.3 million attributable to our Space Systems line of business (primarily product type), compared to $7.0 million and $0.8 million respectively, in the prior year.

Cost of revenue

Cost of revenue, exclusive of depreciation, increased $1.8 million, or 76%, to $4.3 million for the six months ended June 30, 2026 from $2.4 million for the six months ended June 30, 2025. The increase was driven primarily by higher Space Systems product revenue growth.

Engineering expenses

Engineering expenses increased $1.3 million, or 28%, to $6.2 million for the six months ended June 30, 2026 from $4.8 million for the six months ended June 30, 2025. The increase was driven primarily by an increase in salaries, wages, and other benefits and stock-based compensation as a result of the Company’s workforce increases in 2026. The increase was also partially driven by increases in professional fees for outsourced engineers, increased office and administrative expenses, and increased travel and related expenses resulting from the Company’s workforce increases in 2026.

Selling, general and administrative expenses

Selling, general and administrative expenses increased $3.3 million, or 28%, to $15.2 million during the six months ended June 30, 2026, from $11.8 million for the six months ended June 30, 2025. The increase was driven primarily by a $1.8 million increase in salaries, wages, and other benefits due to increased headcount, and increased sales commissions offset by lower employee bonuses. Also contributing to the increase was a $0.8 million increase in stock-based compensation due to a broadened pool of employees receiving stock-based compensation in 2025 and 2026, an increase in travel and related expenses due to increased selling activity in the first half of 2026. These increases were partially offset by a $0.4 million decrease in professional fees due to higher 2025 first half professional fees primarily related to the 2025 Domestication.

Depreciation expense

Depreciation expense decreased by $2.0 million, or 44%, to $2.5 million for the six months ended June 30, 2026, as compared to $4.5 million for the six months ended June 30, 2025. The decrease was due primarily to a reduction in the number of satellites with depreciable useful lives.

Interest income, net

Interest income, net increased by $1.5 million or 324% to $2.0 million for the six months ended June 30, 2026 as compared to $0.5 million for the six months ended June 30, 2025. The increase was due to increased cash and cash equivalents following the Company’s equity raises in the fourth quarter of 2025 and the first quarter of 2026.

Change in fair value of financial instruments

The negative change in fair value of financial instruments of $110.0 million was related to net losses on our financial instruments of $132.7 million for the six months ended June 30, 2026, compared to net losses of $22.7 million for the six months ended June 30, 2025. The change was primarily driven by the remeasurement of the fair value of the Secured Convertible Notes, warrant and earnout liabilities, which were impacted by the increases in our Class A common stock trading price during the six months ended June 30, 2026, compared to a smaller increase in our stock price in the same period in 2025. Additionally, $12 million of the outstanding principal of our Secured Convertible Notes was converted into 10 million shares of our common stock during the six months ended June 30, 2026, resulting in losses from the remeasurement immediately prior to each conversion. The negative change was partially offset by the fair value appreciation of the Company’s equity investment in Officina Stellare, a vendor.

Other (expense) income, net

Other (expense) income, net increased $1.0 million, or 183%, to $0.5 million of income for the six months ended June 30, 2026, compared to $0.5 million of expense for the six months ended June 30, 2025. The increase was driven primarily by foreign currency exchange net gains for the six months ended June 30, 2026 compared to foreign currency exchange net losses for the six months ended June 30, 2025.

Income tax expense

Income tax expense increased by $1.3 million, or 193%, to $2.0 million for the six months ended June 30, 2026, from $0.7 million for the six months ended June 30, 2025. The increase was driven primarily by greater international tax expense related to unrealized gains on our equity investments in the first six months of 2026.

Non-GAAP Financial Measures

To supplement our Condensed Consolidated Financial Statements, which are prepared and presented in accordance with U.S. GAAP, we use the following non-GAAP measures: EBITDA; Adjusted EBITDA; and Free Cash Flow. The presentation of this financial information 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 U.S. GAAP.

We define Non-GAAP EBITDA as net loss excluding interest income, net, income taxes, depreciation and amortization. Interest income, net is interest income less interest expense. We did not incur amortization expense during the three and six months ended June 30, 2026 and 2025.

We define Non-GAAP Adjusted EBITDA as Non-GAAP EBITDA further adjusted for other (expense) income, net, changes in the fair value of financial instruments, and stock-based compensation. Other (expense) income, net consists primarily of foreign currency gains and losses.

We define Non-GAAP Free Cash Flow as net cash used in operating activities, less payments for capital expenditures, plus proceeds from the sale of in-orbit satellites.

We use these non-GAAP financial measures for financial and operational decision-making and as a means to evaluate period-to-period comparisons. We believe these measures provide analysts, investors and management with helpful information regarding the underlying operating performance of our business, as they provide meaningful supplemental information regarding our performance and liquidity by removing the impact of items that we believe are not reflective of our underlying operating performance. The non-GAAP measures are used by us to evaluate our core operating performance and liquidity on a comparable basis and to make strategic decisions. The non-GAAP measures also facilitate company-to-company operating performance comparisons by backing out potential differences caused by variations such as capital structures, taxation, depreciation, capital expenditures and other non-cash items (i.e., embedded derivatives, debt extinguishment and stock-based compensation) which may vary for different companies for reasons unrelated to operating performance. However, different companies may define these terms differently and accordingly comparisons might not be accurate. There are a number of limitations related to the use of non-GAAP financial measures. We compensate for these limitations by providing specific information regarding the U.S. GAAP amounts excluded from these non-GAAP financial measures, and evaluating these non-GAAP financial measures together with their relevant financial measures in accordance with U.S. GAAP. Non-GAAP measures such as EBITDA, Adjusted EBITDA and Free Cash Flow are not intended to be a substitute for any U.S. GAAP financial measure.

As of January 1, 2026, we updated our methodology to exclude interest income from EBITDA and Adjusted EBITDA. This change aligns our reporting with industry peers and better serves our goal of providing useful information regarding our operating performance by ensuring that non-operating income and losses are excluded from our Non-GAAP profitability measures. The prior period has been recast using the updated methodology.

The following presents our non-GAAP financial measures, along with the most comparable GAAP metric:

Non-GAAP Financial Measure Reconciliations

The following table presents a reconciliation of Non-GAAP EBITDA and Non-GAAP Adjusted EBITDA to our net loss for the periods indicated.

(1) Other expense (income), net includes foreign exchange gain or loss and other non-operating income and expenses not considered indicative of our ongoing operational performance.

The following table presents a reconciliation of Non-GAAP Free Cash Flow to cash flows used in operating activities for the periods indicated.

Liquidity and Capital Resources

Our cash and cash equivalents are maintained in highly liquid investments with remaining maturities of 90 days or less at the time of purchase. As of June 30, 2026, we had $112.8 million in cash and cash equivalents on hand and total Secured Convertible Note principal and accrued interest outstanding of $18.7 million.

Since our formation, we have devoted substantial effort and capital resources to the development of our satellite constellation and image technology. As of June 30, 2026, we had an accumulated deficit of $543.2 million, and for the six months ended June 30, 2026, we had net cash used by operating activities of $8.5 million.

We continue to focus on cost and spending control measures, including a disciplined approach to growth in our workforce to preserve liquidity.

On April 12, 2024, the Company, Nettar, and Holder Representative entered into the Note Purchase Agreement with the Purchaser, pursuant to which Nettar agreed to issue the Secured Convertible Notes in the aggregate principal amount of $30.0 million to the Purchaser. The net proceeds from the issuance of the Secured Convertible Notes, after deducting transaction fees and other debt issuance costs, were approximately $27.6 million. The Secured Convertible Notes initially bear interest at a rate of SOFR plus 6.50% per annum, subject to an additional 4.0% per annum if certain events of default occur and are continuing. The Secured Convertible Notes are guaranteed by the Company and each of the Company’s material subsidiaries (other than Nettar), and are secured by substantially all of the Company’s and its subsidiaries’ assets (including all of its intellectual property). Nettar may issue additional Secured Convertible Notes under the terms thereof, provided the aggregate principal outstanding amount does not exceed $50.0 million. The Secured Convertible Notes mature on April 12, 2028.

The Secured Convertible Notes contain certain restrictive covenants, including restrictions on (i) incurring indebtedness, subject to certain exceptions (including the ability to issue additional Secured Convertible Notes; provided the aggregate principal outstanding amount does not exceed $50.0 million), (ii) creating certain liens, subject to certain exceptions, (iii) the payment of dividends or other restricted payments, (iv) the sale, transfer or otherwise conveyance of certain assets, subject to asset sale pre-payment described above, and (v) affiliate transactions.

In connection with the offering of the Secured Convertible Notes, the Company also entered into a registration rights agreement with the Purchaser, pursuant to which the Company agreed to register for resale the Class A common stock issuable upon conversion of the Secured Convertible Notes.

The Purchaser converted $6.0 million of principal under the Secured Convertible Notes in April 2026 and an additional $6.0 million of principal in May 2026 into 5.0 million and 5.0 million shares of Class A common stock, respectively. The principal owed on the Secured convertible notes at June 30, 2026, was $18.0 million.

On April 15, 2025, the Company entered into the Securities Purchase Agreement with the purchaser party thereto, pursuant to which the Company agreed to issue and sell in a registered direct offering, 6,451,612 shares of the Company’s Class A common stock at an offering price of $3.10 per share. The gross proceeds to the Company from the registered direct offering were approximately $20 million, before deducting the placement agent’s fees and estimated offering

expenses payable by the Company. Closing of the registered direct offering occurred on April 16, 2025. See Note 1 (Nature of the Business and Basis of Presentation) of this Report for further details.

On October 15, 2025, the Company entered into an Underwriting Agreement (the “Underwriting Agreement”) with CF&Co., as representative of the underwriters named therein, in connection with an underwritten public offering of 27,692,308 shares of the Company’s Class A common stock, par value $0.0001 per share, at a public offering price of $3.25 per share.

Under the terms of the Underwriting Agreement, the Company granted the underwriters a 30-day option to purchase up to 4,153,846 additional shares of Class A common stock. The gross proceeds to the Company from the offering were $90 million, before deducting underwriting discounts and commissions and other estimated offering expenses payable by the Company. All of the shares were sold by the Company. The offering closed on October 17, 2025.

On January 26, 2026, the Company entered into a share purchase agreement with the purchasers party thereto, pursuant to which the Company agreed to issue and sell in a registered direct offering, 7,399,578 shares of the Company’s Class A common stock, par value $0.0001 per share, at an offering price of $4.73 per share. The gross proceeds to the Company from the offering were approximately $35 million, before deducting the placement agents’ fees and estimated offering expenses payable by the Company. The closing of the offering occurred on January 27, 2026.

On March 30, 2026, the Company entered into the Sales Agreement pursuant to which the Company may offer and sell, from time to time, through the sales agents, shares of its Class A common stock, par value $0.0001 per share, having an aggregate offering amount of up to $50.0 million. We expect to use the net proceeds from the ATM Program for general corporate purposes.

As of June 30, 2026, the Company had outstanding letters of credit totaling approximately $9.5 million issued to various beneficiaries to guarantee performance/contractual obligations. These letters of credit are primarily denominated in euros and U.S. dollars. As of June 30, 2026, no amounts have been drawn against these letters of credit, and the Company believes the likelihood of a material draw is remote.

Currently, we primarily rely on our existing cash and cash equivalents to fund our business, including capital expenditures, working capital requirements, and anticipated interest payments. Our current and future revenue depends primarily on our ability to: (i) utilize our available satellite capacity with new and existing customers and (ii) enter into new commercial relationships with new customers. There can be no assurance that we will attain positive cash flow from operations. We have experienced, and may continue to experience, negative cash flows, and if we continue to experience negative cash flows, our existing cash and cash equivalents balances may be reduced, and we may be required to reduce capital expenditures, or make other changes to our operating structure, all of which could have a material adverse effect on our business.

Our future capital requirements may vary materially from those currently planned and our ability to meet those requirements will depend primarily on our ability to generate sufficient revenue to achieve profitability. To the extent that current and anticipated future sources of liquidity are insufficient to fund our future business activities and requirements, we may be required to seek additional equity or debt financing.

Additionally, we are an early-stage growth company and subject to a number of risks associated with emerging, technology-oriented companies with a limited operating history, including, but not limited to, dependence on key individuals, a developing business model, key customers, initial and continued market acceptance of our services and protection of our proprietary technology. Our sales efforts involve considerable time and expense, and our sales cycle is long and unpredictable. We also have risks from competition from substitute products and services. All of these risks, as well as the risks included in Part I, Item 1A. Risk Factors included in our 2025 Annual Report, could have an adverse impact on our business and financial prospects and cause us to seek additional financing to fund future operations.

Cash Flows Summary

The following table summarizes our cash flow information for the six months ended June 30, 2026 and 2025.

Cash Flows Provided by (Used in) Operating Activities

The cash flows used in operating activities to date have been primarily comprised of costs and expenses related to development of our products, payroll, fluctuations in accounts payable and other current assets and liabilities. As we continue to expand our commercial operations, we anticipate our cash used in operating activities will remain elevated until we begin to generate material cash flows from the business.

Cash flows used in operating activities are as follows:

(1) Includes items such as depreciation, changes in the fair value of financial instruments, interest expense, income tax, stock-based compensation expense, expense for estimated credit losses on accounts receivable, changes in foreign currency and others.

(2) The change is primarily due to timing of payments and billings on new revenue contracts.

(3) The change is due to inventory purchases for Space Systems satellite builds.

(4) The change is primarily due to the recording of a $3.0 million contract asset in 2026 and the timing of prepaid insurance payments.

(5) The change is primarily due to the timing of payments.

(6) The change is primarily due to an increase in contract liabilities for new revenue contracts.

Cash Flows Used in Investing Activities

Our cash flows used in investing activities to date have been primarily comprised of purchases of satellite components and other property and equipment. Investing activities have increased substantially as we ramped up satellite production activity and factory development in connection with expanding our production capacity.

Net cash used in investing activities of $2.9 million for the six months ended June 30, 2026, increased compared to $2.7 million for the six months ended June 30, 2025. The Company has increased its purchases of equipment as we build our Merlin constellation.

Cash Flows Provided by Financing Activities

Net cash provided by financing activities was $32.3 million for the six months ended June 30, 2026 compared to net cash provided by financing activities of $21.4 million for the six months ended June 30, 2025, which resulted primarily from greater proceeds from stock issuances under the Registered Direct Offering in the first six months of 2026 compared to the proceeds from the prior ATM Program and prior year registered direct offering, partially offset by lower proceeds from exercise of stock options in the six months ended June 30, 2026 compared to the six months ended June 30, 2025.

Debt

Refer to Note 15 (Secured Convertible Notes) to the Condensed Consolidated Financial Statements for a discussion of our debt at June 30, 2026 and December 31, 2025.

Critical Accounting Policies and Estimates

Our discussion and analysis of our financial condition and results of operations are based upon our Condensed Consolidated Financial Statements, which have been prepared in accordance with U.S. GAAP. The preparation of our Condensed Consolidated Financial Statements and related disclosures requires us to make estimates, assumptions and judgments that affect the reported amounts of assets, liabilities, revenues, costs and expenses and related disclosures. The accounting policies that have been identified as critical to our business operations and to understanding the results of our operations pertain to revenue recognition, impairment of assets, fair value of financial instruments, and income taxes. Actual results may differ materially from these estimates under different assumptions and conditions.

Refer to Note 2 Summary of Significant Accounting Policies for updates to our critical accounting policies and estimates during the three months ended June 30, 2026, specifically regarding our revenue recognition policy for satellite sales and the transition to the fair value method of accounting for our equity investment in Officina Stellare. Aside from these updates, the application of each of these critical accounting policies and estimates is discussed in Part II, Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” of our 2025 Annual Report.

Emerging Growth Company and Smaller Reporting Company Status

We are an “emerging growth company” as defined in Section 2(a) of the Securities Act and have elected to take advantage of the benefits of the extended transition period for new or revised financial accounting standards. This may make it difficult or impossible to compare our financial results with the financial results of another public company that is either not an emerging growth company or is an emerging growth company that has chosen not to take advantage of the extended transition period exemptions because of the potential differences in accounting standards used.

As an emerging growth company, we are not required to, among other things, (i) provide an auditor’s attestation report on our system of internal controls over financial reporting pursuant to Section 404(b) of the Sarbanes-Oxley Act, and (ii) comply with any requirement that may be adopted by the PCAOB regarding mandatory audit firm rotation or a supplement to the auditor’s report providing additional information about the audit and the financial statements (auditor discussion and analysis).

We will cease to be an emerging growth company upon the earliest of the applicable triggering events under Section 2(a)(19) of the Securities Act, including the fifth anniversary of the first sale of our common equity securities pursuant to an effective registration statement. However, because we will be eligible to use the requirements for smaller reporting companies through the end of fiscal year 2026 (discussed below), we will not become an accelerated filer or large accelerated filer as of December 31, 2026. Therefore, the auditor attestation requirement over internal control over financial reporting pursuant to Section 404(b) of the Sarbanes-Oxley Act of 2002 will not apply to our Annual Report on Form 10-K for the fiscal year ending December 31, 2026.

We are also a “smaller reporting company” as defined in Item 10(f)(1) of Regulation S-K. As a smaller reporting company, we may choose to present only the two most recent fiscal years of audited financial statements in our Annual Report on Form 10-K and, similar to emerging growth companies, smaller reporting companies have reduced disclosure obligations regarding executive compensation.

As of June 30, 2026 our public float exceeded $700 million. As a result, we will cease to qualify as a smaller reporting company. However, we will continue to be eligible to use the requirements for smaller reporting companies through the end of fiscal year 2026, including our Annual Report on Form 10-K for fiscal year 2026. Beginning with our Form 10-Q for the first fiscal quarter of 2027, we will be ineligible to use the requirements for smaller reporting companies and, therefore, will be subject to heightened disclosure and compliance obligations. Compliance with these expanded requirements will require our management to devote additional time and resources and will result in increased legal, accounting, and compliance expenses.

Recent Accounting Pronouncements

Refer to Note 3 (Accounting Standards Updates) in the Condensed Consolidated Financial Statements included in this Report for more information about recent accounting pronouncements, the timing of their adoption and our assessment, to the extent we have made such an assessment, of their potential impact on our financial condition and our results of operations and cash flows.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Not applicable.

ITEM 4. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

We maintain disclosure controls and procedures (as defined in Rule 13a-15(e) of the Exchange Act) that are designed to ensure that information required to be disclosed in our reports under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC's rules and forms and that such information is accumulated and communicated to our management, including our chief executive officer (CEO) and chief financial officer (CFO), as appropriate, to allow timely decisions regarding required disclosures. Any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives.

As of the end of the period covered by this Report, our CEO and CFO carried out an evaluation of the effectiveness of our disclosure controls and procedures. Based upon this evaluation, our CEO and CFO concluded that our disclosure controls and procedures were effective as of June 30, 2026.

Changes in Internal Control Over Financial Reporting

During the quarter ended June 30, 2026, there have been no changes made to our internal control over financial reporting that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II

ITEM 1. LEGAL PROCEEDINGS

It is possible that from time to time, we may be subject to various claims, lawsuits, and other legal and administrative proceedings that may arise in the ordinary course of business. Some of these claims, lawsuits, and other proceedings may range in complexity and result in substantial uncertainty; it is possible that they may result in damages, fines, penalties, non-monetary sanctions, or relief. However, we do not believe any claims, lawsuits, or proceedings currently pending, individually or in the aggregate, if adversely determined, would be material to our business or likely to result in a material adverse effect on our business, financial condition, and results of operations.

ITEM 1A. RISK FACTORS

There have been no material changes to the risk factors we previously disclosed in our 2025 Annual Report.

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

None.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4. MINE SAFETY DISCLOSURES

Not applicable.

ITEM 5. OTHER INFORMATION 45

ITEM 6. EXHIBITS 45

SIGNATURES 47

ITEM 6. EXHIBITS