SEC Form 10-Q filed by Iridium Communications Inc

7/22/26 7:01:10 AM ET

Telecommunications Equipment

Telecommunications

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irdm-20260630

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

(Mark One)


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

For the quarterly period ended June 30, 2026


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

For the transition period from ____ to ____

Commission File Number 001-33963

Iridium Communications Inc.

(Exact name of registrant as specified in its charter)

Delaware

26-1344998

(State or other jurisdiction of
incorporation or organization)

(I.R.S. Employer
Identification No.)

1676 International Drive, Suite 1100,

McLean,

22102

(Address of principal executive offices)

(Zip Code)

703-287-7400

(Registrant’s telephone number, including area code)

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

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common Stock, $0.001 par value

IRDM

The Nasdaq Stock Market LLC

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

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

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

Large Accelerated Filer

Accelerated Filer

Non-Accelerated Filer

Smaller Reporting Company

Emerging Growth Company

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

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

The number of shares of the registrant’s common stock, par value $0.001 per share, outstanding as of July 15, 2026 was 105,960,383.

IRIDIUM COMMUNICATIONS INC.

TABLE OF CONTENTS

Item No.

Page

Part I. Financial Information

ITEM 1.

Financial Statements:

Condensed Consolidated Balance Sheets

Condensed Consolidated Statements of Operations and Comprehensive Income

Condensed Consolidated Statements of Changes in Stockholders’ Equity

Condensed Consolidated Statements of Cash Flows

Notes to Condensed Consolidated Financial Statements

ITEM 2.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

ITEM 3.

Quantitative and Qualitative Disclosures About Market Risk

ITEM 4.

Controls and Procedures

Part II. Other Information

ITEM 1.

Legal Proceedings

ITEM 1A.

Risk Factors

ITEM 2.

Unregistered Sales of Equity Securities and Use of Proceeds

ITEM 3.

Defaults Upon Senior Securities

ITEM 4.

Mine Safety Disclosures

ITEM 5.

Other Information

ITEM 6.

Exhibits

Signatures

PART I.

Iridium Communications Inc.

Condensed Consolidated Balance Sheets

(In thousands, except per share data)


	June 30, 2026		December 31, 2025
	(Unaudited)
Assets
Current assets:
Cash and cash equivalents	$	184,214	$	96,501
Accounts receivable, net	104,515		93,772
Inventory	63,470		73,764
Prepaid expenses and other current assets	24,867		12,466
Total current assets	377,066		276,503
Property and equipment, net	1,927,018		1,978,153
Equity method investments	37,511		39,773
Other assets	41,890		50,710
Intangible assets, net	82,666		86,928
Goodwill	98,942		98,942
Total assets	$	2,565,093	$	2,531,009
Liabilities and stockholders’ equity
Current liabilities:
Short-term secured debt	$	12,532	$	3,402
Accounts payable	11,521		17,676
Accrued expenses and other current liabilities	74,260		49,465
Deferred revenue	37,222		41,127
Total current liabilities	135,535		111,670
Long-term secured debt, net	1,749,342		1,757,124
Deferred income tax liabilities, net	138,424		130,529
Deferred revenue, net of current portion	41,959		40,316
Other long-term liabilities	27,322		28,770
Total liabilities	2,092,582		2,068,409
Commitments and contingencies
Stockholders’ equity:
Common stock, $0.001 par value, 300,000 shares authorized, 105,956 and 104,918 shares issued and outstanding at June 30, 2026 and December 31, 2025, respectively	106		105
Additional paid-in capital	864,367		880,643
Accumulated deficit	(387,281)		(418,554)
Accumulated other comprehensive income (loss), net of tax	(4,681)		406
Total stockholders’ equity	472,511		462,600
Total liabilities and stockholders’ equity	$	2,565,093	$	2,531,009

See notes to unaudited condensed consolidated financial statements.

Iridium Communications Inc.

Condensed Consolidated Statements of Operations and Comprehensive Income

(In thousands, except per share amounts)

(Unaudited)


	Three Months Ended June 30,				Six Months Ended June 30,
	2026		2025		2026		2025
Revenue:
Services	$	161,328	$	155,570	$	319,357	$	309,862
Subscriber equipment	20,767		19,455		40,986		42,576
Engineering and support services	43,142		41,881		83,951		79,346
Total revenue	225,237		216,906		444,294		431,784

Operating expenses:
Cost of services (exclusive of depreciation and amortization)	51,314		53,603		100,950		102,389
Cost of subscriber equipment	13,478		11,302		26,492		24,169
Research and development	5,530		4,279		11,704		9,696
Selling, general and administrative	67,044		44,627		112,823		80,380
Depreciation and amortization	53,863		52,837		107,604		104,504
Total operating expenses	191,229		166,648		359,573		321,138
Operating income	34,008		50,258		84,721		110,646
Other expense, net:
Interest expense, net	(19,246)		(22,752)		(38,612)		(44,576)

Other expense, net	(448)		(871)		(642)		(2,556)
Total other expense, net	(19,694)		(23,623)		(39,254)		(47,132)
Income before income taxes and loss on equity method investments	14,314		26,635		45,467		63,514
Income tax expense	(3,125)		(3,807)		(11,952)		(9,626)
Loss on equity method investments	(1,510)		(860)		(2,242)		(1,508)
Net income	$	9,679	$	21,968	$	31,273	$	52,380
Weighted average shares outstanding - basic	106,969		107,813		106,648		108,779
Weighted average shares outstanding - diluted	108,468		108,184		107,956		109,498
Net income per share - basic and diluted	$	0.09	$	0.20	$	0.29	$	0.48

Comprehensive income:
Net income	$	9,679	$	21,968	$	31,273	$	52,380
Foreign currency translation adjustments	393		1,029		433		3,248
Unrealized loss on cash flow hedges, net of tax (see Note 6)	(3,362)		(4,975)		(5,520)		(12,216)
Comprehensive income	$	6,710	$	18,022	$	26,186	$	43,412

See notes to unaudited condensed consolidated financial statements.

Iridium Communications Inc.

Condensed Consolidated Statements of Changes in Stockholders’ Equity

(In thousands, except per share amounts)

(Unaudited)


	Three Months Ended June 30, 2026											Three Months Ended June 30, 2025
	Common Stock			Additional Paid-In Capital		Accumulated Deficit		Accumulated Other Comprehensive Income		Total Stockholders’ Equity		Common Stock			Additional Paid-In Capital		Accumulated Deficit		Accumulated Other Comprehensive Income		Total Stockholders’ Equity

	Shares	Amount										Shares	Amount
Balances at beginning of period	105,718	$	106	$	866,917	$	(396,960)	$	(1,712)	$	468,351	108,733	$	109	$	930,311	$	(425,224)	$	13,249	$	518,445
Stock-based compensation	—	—		18,409		—		—		18,409		—	—		20,475		—		—		20,475
Stock options exercised and awards vested	335	—		474		—		—		474		308	—		68		—		—		68
Stock withheld to cover employee taxes	(97)	—		(4,884)		—		—		(4,884)		(95)	—		(2,433)		—		—		(2,433)
Repurchases and retirements of common stock	—	—		—		—		—		—		(2,553)	(3)		(22,174)		(43,418)		—		(65,595)
Dividends	—	—		(16,549)		—		—		(16,549)		—	—		(15,367)		—		—		(15,367)
Cumulative translation adjustments	—	—		—		—		393		393		—	—		—		—		1,029		1,029
Unrealized loss on cash flow hedges, net of tax	—	—		—		—		(3,362)		(3,362)		—	—		—		—		(4,975)		(4,975)
Net income	—	—		—		9,679		—		9,679		—	—		—		21,968		—		21,968
Balances at end of period	105,956	$	106	$	864,367	$	(387,281)	$	(4,681)	$	472,511	106,393	$	106	$	910,880	$	(446,674)	$	9,303	$	473,615


	Six Months Ended June 30, 2026											Six Months Ended June 30, 2025
	Common Stock			Additional Paid-In Capital		Accumulated Deficit		Accumulated Other Comprehensive Income		Total Stockholders’ Equity		Common Stock			Additional Paid-In Capital		Accumulated Deficit		Accumulated Other Comprehensive Income		Total Stockholders’ Equity

	Shares	Amount										Shares	Amount
Balances at beginning of period	104,918	$	105	$	880,643	$	(418,554)	$	406	$	462,600	110,357	$	110	$	964,348	$	(406,092)	$	18,271	$	576,637
Stock-based compensation	—	—		30,813		—		—		30,813		—	—		33,598		—		—		33,598
Stock options exercised and awards vested	1,563	1		540		—		—		541		1,420	1		841		—		—		842
Stock withheld to cover employee taxes	(525)	—		(14,764)		—		—		(14,764)		(457)	—		(13,559)		—		—		(13,559)
Repurchases and retirements of common stock	—	—		—		—		—		—		(4,927)	(5)		(43,106)		(92,962)		—		(136,073)
Dividends	—	—		(32,865)		—		—		(32,865)		—	—		(31,242)		—		—		(31,242)
Cumulative translation adjustments	—	—		—		—		433		433		—	—		—		—		3,248		3,248
Unrealized loss on cash flow hedges, net of tax	—	—		—		—		(5,520)		(5,520)		—	—		—		—		(12,216)		(12,216)
Net income	—	—		—		31,273		—		31,273		—	—		—		52,380		—		52,380
Balances at end of period	105,956	$	106	$	864,367	$	(387,281)	$	(4,681)	$	472,511	106,393	$	106	$	910,880	$	(446,674)	$	9,303	$	473,615

See notes to unaudited condensed consolidated financial statements.

Iridium Communications Inc.

Condensed Consolidated Statements of Cash Flows

(In thousands)

(Unaudited)


	Six Months Ended June 30,
	2026		2025
Cash flows from operating activities:
Net income	$	31,273	$	52,380
Adjustments to reconcile net income to net cash provided by operating activities:
Deferred income taxes	9,550		6,741
Depreciation and amortization	107,604		104,504
Stock-based compensation (net of amounts capitalized)	28,740		30,837
Amortization of deferred financing fees	1,375		1,375
Loss on equity method investments	2,242		1,508
All other items, net	414		431
Changes in operating assets and liabilities:
Accounts receivable	(10,622)		18,188
Inventory	10,315		4,090
Prepaid expenses and other current assets	(12,304)		2,092
Other assets	1,521		2,638
Accounts payable	(6,437)		(6,406)
Accrued expenses and other current liabilities	26,931		(16,408)

Deferred revenue	(2,490)		(7,204)
Other long-term liabilities	(2,350)		(4,070)
Net cash provided by operating activities	185,762		190,696

Cash flows from investing activities:
Capital expenditures	(51,791)		(45,256)



Net cash used in investing activities	(51,791)		(45,256)

Cash flows from financing activities:


Payments on the Term Loan	—		(33,024)
Borrowings under the Revolving Credit Facility	—		50,000

Repurchases of common stock	—		(136,073)

Proceeds from exercise of stock options	541		842
Tax payment upon settlement of stock awards	(14,764)		(13,559)
Payment of common stock dividends	(32,728)		(30,794)
Net cash used in financing activities	(46,951)		(162,608)

Effect of exchange rate changes on cash and cash equivalents, and restricted cash	693		2,951
Net increase (decrease) in cash and cash equivalents, and restricted cash	87,713		(14,217)
Cash, cash equivalents, and restricted cash, beginning of period	96,501		93,526
Cash, cash equivalents, and restricted cash, end of period	$	184,214	$	79,309

Supplemental cash flow information:
Interest paid, net of amounts capitalized	$	40,185	$	45,156
Income taxes paid, net	$	4,904	$	3,994

Supplemental disclosure of non-cash investing and financing activities:
Property and equipment received but not paid	$	7,921	$	6,064
Dividends accrued on common stock	$	3,591	$	2,983
Capitalized stock-based compensation	$	2,073	$	2,761

See notes to unaudited condensed consolidated financial statements.

Iridium Communications Inc.

Notes to Condensed Consolidated Financial Statements

1. Basis of Presentation and Principles of Consolidation

Iridium Communications Inc. (the “Company”) prepared its condensed consolidated financial statements in accordance with accounting principles generally accepted in the United States (“U.S. GAAP”). The Company’s operations are primarily conducted through, and its operating assets are owned by, its principal operating subsidiary, Iridium Satellite LLC, Iridium Satellite LLC’s immediate parent, Iridium Holdings LLC, and their respective subsidiaries. The accompanying condensed consolidated financial statements include the accounts of (i) the Company, (ii) its wholly owned subsidiaries, and (iii) all less than wholly owned subsidiaries that the Company controls. All material intercompany transactions and balances have been eliminated.

In the opinion of management, the condensed consolidated financial statements reflect all normal recurring adjustments that the Company’s management considers necessary for the fair presentation of its results of operations and cash flows for the interim periods covered, and of the financial position of the Company at the date of the interim condensed consolidated balance sheet. The operating results for interim periods are not necessarily indicative of the operating results for the entire year. Certain information and footnote disclosures normally included in consolidated financial statements prepared in accordance with U.S. GAAP have been condensed or omitted pursuant to instructions, rules, and regulations prescribed by the U.S. Securities and Exchange Commission (the “SEC”). These condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto contained in the Company’s Annual Report on Form 10‑K for the year ended December 31, 2025, as filed with the SEC on February 12, 2026.

2. Significant Accounting Policies

Use of Estimates

The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements and the reported amounts of income and expenses during the reporting period. On an ongoing basis, the Company evaluates its estimates and assumptions, including those related to revenue recognition, the useful lives and recoverability of long-lived and intangible assets, goodwill, income taxes, stock-based compensation, the incremental borrowing rate for its leases, and contingencies, among others. The Company bases these estimates on historical and anticipated results, trends, and various other assumptions that it believes are reasonable, including assumptions as to future events. These estimates form the basis for making judgments about the carrying values of assets and liabilities and recorded revenues and expenses. Actual results could differ materially from those estimates.

Recently Issued Accounting Pronouncements

In November 2024, the Financial Accounting Standards Board (“FASB”) issued ASU No. 2024-03, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40) (“ASU 2024-03”). This guidance requires detailed disaggregation of certain expense captions presented on the face of the income statement, through enhanced disclosures about types of expenses within the footnotes to the financial statements. ASU 2024-03 is effective for public entities for annual periods beginning after December 15, 2026, and interim periods beginning after December 15, 2027. Early adoption is permitted. The ASU is required to be adopted prospectively; however, public entities are permitted to apply the ASU retrospectively. The Company is currently evaluating the effect ASU 2024-03 may have on its footnotes; however, the standard will not have an impact on the Company’s consolidated financial position, results of operations or cash flows.

Fair Value Measurements

The Company evaluates assets and liabilities subject to fair value measurements on a recurring and non-recurring basis to determine the appropriate level to classify them for each reporting period. Fair value is the price that would be received from the sale of an asset or paid to transfer a liability assuming an orderly transaction in the most advantageous market at the measurement date. U.S. GAAP establishes a hierarchical disclosure framework which prioritizes and ranks the level of observability of inputs used in measuring fair value.

The fair value hierarchy consists of the following tiers:

•Level 1, defined as observable inputs such as quoted prices in active markets for identical assets or liabilities;

•Level 2, defined as observable inputs other than Level 1 prices such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities; and

•Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions.

The fair value estimates are based upon certain market assumptions and information available to the Company. The carrying values of the following financial instruments approximated their fair values as of June 30, 2026 and December 31, 2025: (1) cash and cash equivalents, (2) prepaid expenses and other current assets, (3) accounts receivable, (4) accounts payable, and (5) accrued expenses and other current liabilities. Fair values approximate their carrying values because of their short-term nature. The Level 2 cash equivalents include money market funds, commercial paper and short-term U.S. agency securities. The Company also classifies its derivative financial instruments as Level 2. In determining fair value of Level 2 assets, the Company uses a market approach utilizing valuation models that incorporate observable inputs such as interest rates, bond yields and quoted prices for similar assets. The Company did not hold any Level 3 assets as of June 30, 2026 or December 31, 2025.

Leases

For new leases, the Company determines if an arrangement is or contains a lease at inception. Leases are included as right-of-use (“ROU”) assets within other assets and ROU liabilities within accrued expenses and other liabilities and within other long-term liabilities on the Company’s condensed consolidated balance sheets.

ROU assets and liabilities are recognized at commencement date based on the present value of lease payments over the lease term. Certain leases contain variable contractual obligations as a result of future base rate escalations which are estimated based on observed trends and included within the measurement of present value. The Company’s leases do not provide an implicit rate. The Company uses its incremental borrowing rate based on the information available at commencement date in determining the present value of lease payments. The ROU asset also includes any lease payments made and excludes lease incentives. Lease expense for lease payments is recognized on a straight-line basis over the lease term.

The Company has lease agreements with lease and non-lease components, which are generally accounted for separately. For certain leases, such as teleport network facilities, the Company elects the practical expedient to combine lease and non-lease components as a single lease component. Taxes assessed on leases in which the Company is either a lessor or lessee are excluded from contract consideration and variable payments when measuring new lease contracts or remeasuring existing lease contracts.

Inventory

Inventory consists primarily of finished goods and raw materials from third-party manufacturers. The Company outsources manufacturing of subscriber equipment to a third-party manufacturer and purchases accessories from third-party suppliers. The Company’s cost of inventory includes an allocation of overhead, including payroll and payroll-related costs of employees directly involved in bringing inventory to its existing condition, and freight. Inventories are valued using the average cost method and are carried at the lower of cost or net realizable value.

The Company has a manufacturing agreement with Benchmark Electronics Inc. (“Benchmark”) to manufacture most of its subscriber equipment. Pursuant to the agreement, the Company may be required to purchase excess materials at cost plus a contractual markup if the materials are not used in production within the periods specified in the agreement. Benchmark will then repurchase such materials from the Company at the same price paid by the Company, as required for the production of the subscriber equipment.

The following table summarizes the Company’s inventory balances:


	June 30, 2026		December 31, 2025
	(In thousands)
Finished goods	$	41,806	$	52,352
Raw materials	22,401		22,431
Inventory valuation reserve	(737)		(1,019)
Total	$	63,470	$	73,764

Derivative Financial Instruments

The Company uses derivatives to manage its exposure to fluctuating interest rate risk on variable rate debt. Its derivatives are measured at fair value and are recorded on the condensed consolidated balance sheets within other assets and other current liabilities. When the Company’s derivatives are designated as cash flow hedges, the effective portion of the changes in fair

value of the derivatives are recorded in accumulated other comprehensive income within the Company’s condensed consolidated balance sheets and subsequently recognized in earnings when the hedged items impact earnings. Any ineffective portion of a derivative’s change in fair value will be recognized in earnings in the same period in which the hedged interest payments affect earnings. Within the condensed consolidated statements of operations and comprehensive income, the gains and losses related to cash flow hedges are recognized within interest income (expense), net, as this is the same financial statement line item used for any gains or losses associated with the hedged items. Cash flows from hedging activities are included in operating activities within the Company’s condensed consolidated statements of cash flows, which is the same category as the item being hedged. See Note 6 for further information.

Intangible Assets and Goodwill

The Company’s other intangible assets that have finite lives (customer relationships, patents and other intellectual property) are amortized over their useful lives and reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of the asset may not be recoverable. If any such indicators are present, the Company tests for recoverability by comparing the carrying amount of the asset to the net undiscounted cash flows expected to be generated from the asset. If those net undiscounted cash flows do not exceed the carrying amount (i.e., the asset is not recoverable), the Company would perform the next step, which is to determine the fair value of the asset and record an impairment loss, if any. The Company evaluates the useful lives for these intangible assets each reporting period to determine whether events and circumstances warrant a revision in their remaining useful lives.

The Company’s intangible assets with indefinite lives (spectrum, regulatory authorizations, and trade names) are not amortized but are tested for impairment annually, or more frequently if events or changes in circumstances indicate the asset may be impaired. The Company’s trade names, spectrum and licenses are expected to generate cash flows indefinitely.

Goodwill is recorded when the cost of an acquired business exceeds the amounts assigned to the assets acquired and liabilities assumed. The net assets and results of operations of an acquired entity are included in the Company’s consolidated financial statements from the acquisition date. Goodwill is not amortized but is tested for impairment annually or upon the occurrence of certain events.

3. Cash and Cash Equivalents

The following table presents the Company’s cash and cash equivalents:


	June 30, 2026		December 31, 2025		Recurring Fair Value Measurement
	(In thousands)
Cash and cash equivalents:
Cash	$	33,868	$	24,260
Money market funds	150,346		72,241		Level 2

Total cash and cash equivalents	$	184,214	$	96,501

4. Intangible Assets and Goodwill

Intangible Assets

The following tables present identifiable intangible assets:


	June 30, 2026
	Useful Life	Gross Carrying Value		Accumulated Amortization		Net Carrying Value
	(In thousands)
Indefinite life intangible assets:
Trade names	Indefinite	$	21,195	$	—	$	21,195
Spectrum and licenses	Indefinite	14,030		—		14,030
Total		35,225		—		35,225
Definite life intangible assets:
Intellectual property	20 years	16,439		(12,070)		4,369
Patents	14 - 20 years	587		(270)		317
Customer relationships	12 years	57,000		(14,245)		42,755
Total		74,026		(26,585)		47,441
Total intangible assets		$	109,251	$	(26,585)	$	82,666


	December 31, 2025
	Useful Life	Gross Carrying Value		Accumulated Amortization		Net Carrying Value
	(In thousands)
Indefinite life intangible assets:
Trade names	Indefinite	$	21,195	$	—	$	21,195
Spectrum and licenses	Indefinite	14,030		—		14,030
Total		35,225		—		35,225
Definite life intangible assets:
Intellectual property	20 years	16,439		(11,854)		4,585
Patents	14 - 20 years	587		(249)		338
Customer relationships	12 years	57,000		(10,220)		46,780
Total		74,026		(22,323)		51,703
Total intangible assets		$	109,251	$	(22,323)	$	86,928

Amortization expense was $2.1 million and $1.0 million for the three months ended June 30, 2026 and June 30, 2025, respectively, and $4.2 million and $2.0 million for the six months ended June 30, 2026 and June 30, 2025, respectively.

Goodwill

At each of June 30, 2026 and December 31, 2025, the Company’s goodwill balance was $98.9 million. The goodwill balance was a result of the acquisition of Satelles, Inc.

5. Debt

Term Loan and Revolving Facility

Pursuant to a credit agreement (as amended to date, the “Credit Agreement”), the Company previously entered into a term loan totaling $1,500.0 million (as amended and restated, the “Term Loan”), issued at a price equal to 99.75% of its face value, and an accompanying $100.0 million revolving loan (the “Revolving Facility”). The maturities of the Term Loan and Revolving Facility are in September 2030 and September 2028, respectively. During the year ended December 31, 2024, the Company borrowed an additional $325.0 million under its Term Loan, comprised of $125.0 million on March 25, 2024, issued at a price equal to 99.875% of its face value, and $200.0 million on July 30, 2024, issued at 99.0% of its face value. The additional amounts borrowed are fungible with the original $1,500.0 million and have the same maturity date, interest rate, and other terms.

The proceeds from the March 2024 Term Loan were used for the acquisition of Satelles, Inc. on April 1, 2024. In March 2025 and April 2025, the Company drew down $20.0 million and $30.0 million on its Revolving Facility, respectively, for general corporate purposes, all of which was repaid prior to December 31, 2025. On July 1, 2026, the Company drew down $100.0 million on its Revolving Facility, the proceeds of which were used for the acquisition of Aireon Holdings LLC (“Aireon Holdings”) (see Note 1 5).

The Term Loan has been repriced on several occasions, most recently in June 2024, and currently bears interest at an annual rate equal to the Secured Overnight Financing Rate (“SOFR”) plus 2.25%, with a 0.75% SOFR floor. The Company typically selects a one-month interest period, with the result that interest is calculated using one-month SOFR. Interest is paid monthly on the last business day of the month. Principal payments, payable quarterly, equal approximately $18.3 million per annum (one percent of the full principal amount of the Term Loan following the additional Term Loan amounts borrowed in 2024), with the remaining principal due upon maturity. As further detailed below, no quarterly principal payment has been made after the first quarter in 2025 as a result of the excess cash flow payment made in May 2025.

The Revolving Facility bears interest at an annual rate of SOFR plus 2.5% (but without a SOFR floor) if and as drawn, with no original issue discount, and a commitment fee of 0.5% per year on the undrawn amount, which was reduced to 0.375% in the first quarter of 2026 because the Company had a consolidated first lien net leverage ratio (as defined in the Credit Agreement) of less than 3.5 to 1.

As of each of June 30, 2026 and December 31, 2025, the Company reported an aggregate of $1,774.7 million in borrowings under the Term Loan. This amount does not include $12.8 million and $14.2 million of net unamortized deferred financing costs as of June 30, 2026 and December 31, 2025, respectively. The net principal balance in borrowings in the accompanying consolidated balance sheets as of June 30, 2026 and December 31, 2025 amounted to $1,761.9 million and $1,760.6 million, respectively. As of June 30, 2026 and December 31, 2025, based upon recent trading prices (Level 2 - market approach), the fair value of the Company’s borrowings under the Term Loan was $1,778.1 million and $1,734.8 million, respectively.

The Credit Agreement restricts the Company’s ability to incur liens, engage in mergers or asset sales, pay dividends, repay subordinated indebtedness, incur indebtedness, make investments and loans, and engage in other transactions as specified in the Credit Agreement. The Credit Agreement provides for specified exceptions, including baskets measured as a percentage of trailing twelve months of earnings before interest, taxes, depreciation and amortization, and unlimited exceptions in the case of incurring indebtedness and liens and making investments, dividend payments, and payments of subordinated indebtedness, based on achievement and maintenance of specified leverage ratios. The Credit Agreement also contains an annual mandatory prepayment sweep mechanism with respect to a portion of the Company’s excess cash flow (as defined in the Credit Agreement) in the event the Company’s net leverage ratio rises above 3.5 to 1. The Company’s mandatory excess cash flow prepayment, as specified in the Credit Agreement, was $28.6 million as of December 31, 2024. This amount was paid in May 2025. As a result, no quarterly principal payment was required for the last three quarters of 2025, and no quarterly principal payment will be required for the first three quarters of 2026. As of December 31, 2025, the Company was below the specified leverage ratio and therefore the mandatory prepayment sweep was not required. The Credit Agreement permits repayment, prepayment, and repricing transactions.

The Credit Agreement contains no financial maintenance covenants with respect to the Term Loan. With respect to the Revolving Facility, the Credit Agreement requires the Company to maintain a consolidated first lien net leverage ratio (as defined in the Credit Agreement) of no greater than 6.25 to 1 if more than 35% of the Revolving Facility has been drawn. The Credit Agreement contains other customary representations and warranties, affirmative and negative covenants, and events of default. The Company complied with all covenants as of June 30, 2026.

Interest on Debt

Total interest incurred includes amortization of deferred financing fees and capitalized interest. The following table presents the interest and amortization of deferred financing fees related to the Term Loan:


	Three Months Ended June 30,				Six Months Ended June 30,
	2026		2025		2026		2025
	(In thousands)				(In thousands)
Total interest incurred	$	22,535	$	24,742	$	44,911	$	48,999
Amortization of deferred financing fees	$	753	$	725	$	1,476	$	1,436
Capitalized interest	$	1,564	$	833	$	3,052	$	2,067

At each of June 30, 2026 and December 31, 2025, accrued interest on the Term Loan was $0.3 million.

6. Derivative Financial Instruments

The Company is exposed to interest rate fluctuations related to the Term Loan. The Company has reduced its exposure to fluctuations in the cash flows associated with changes in the variable interest rate by entering into offsetting positions through the use of interest rate hedges. This will reduce the negative impact of increases in the variable rate over the term of the derivative contracts. These contracts are not used for trading or other speculative purposes. The Company has not incurred, and does not expect to incur, any losses as a result of counterparty default.

Interest Rate Cap

In July 2021, the Company entered into an interest rate cap contract (the “Cap”), which had an effective date of December 2021. The Cap manages the Company’s exposure to interest rate movements on a portion of the Term Loan through November 2026. The Cap, as modified to date, currently provides the Company with the right to receive payment from the counterparty if one-month SOFR exceeds 1.436%. The Company pays a fixed monthly premium based on an annual rate of 0.31% for the Cap. The Cap carried a notional amount of $1.0 billion as of June 30, 2026 and December 31, 2025.

The Cap, which was not affected by the expansion or the repricing of the Term Loan, is designed to mirror the terms of the Term Loan and to offset the cash flows being hedged. The Company designated the Cap as a cash flow hedge of the variability of the SOFR-based interest payments on the Term Loan. The effective portion of the Cap’s change in fair value is recorded in accumulated other comprehensive income. Any ineffective portion of the Cap’s change in fair value will be recorded in current earnings as interest expense.

Fair Value of Derivative Instruments

As of June 30, 2026 and December 31, 2025, the Company had an asset balance of $8.2 million and $17.0 million, respectively, for the fair value of the Cap and a liability balance of $1.1 million and $2.6 million, respectively, for the fair value of the Cap premium. Both the Cap and the Cap premium are recorded net within other assets on the condensed consolidated balance sheet.

During each of the three months ended June 30, 2026 and 2025, the Company incurred $0.8 million in interest expense for the Cap premium, and during each of the six months ended June 30, 2026 and 2025, the Company incurred $1.6 million in interest expense for the Cap premium. Interest expense was reduced by $5.6 million and $7.3 million for the three months ended June 30, 2026 and 2025, respectively, and $11.2 million and $14.5 million for the six months ended June 30, 2026 and 2025, respectively, for payments received related to the Cap.

Gains and losses resulting from fair value adjustments to the Cap are recorded within accumulated other comprehensive income within the Company’s condensed consolidated balance sheets and reclassified to interest expense on the dates that interest payments become due. Cash flows related to the derivative contracts are included in cash flows from operating activities on the condensed consolidated statements of cash flows. Over the next 12 months, the Company expects any gains or losses for cash flow hedges amortized from accumulated other comprehensive income into earnings to have an immaterial impact on the Company’s consolidated financial statements.

The following table presents the amount of unrealized gain or loss and related tax impact associated with the derivative instruments that the Company recorded in its condensed consolidated statements of operations and comprehensive income:


	Three Months Ended June 30,				Six Months Ended June 30,
	2026		2025		2026		2025
	(In thousands)				(In thousands)
Unrealized loss, net of tax	$	(3,362)	$	(4,975)	$	(5,520)	$	(12,216)
Tax benefit	$	1,010	$	1,499	$	1,655	$	3,684

7. Equity Transactions

Preferred Stock

The Company is authorized to issue 2.0 million shares of preferred stock with a par value of $0.0001 per share. The Company previously issued 1.5 million shares of preferred stock, all of which have been converted to common stock. The remaining 0.5 million authorized shares of preferred stock remained undesignated and unissued as of June 30, 2026 and December 31, 2025. As of June 30, 2026 and December 31, 2025, there were no outstanding shares of preferred stock, as all previously designated and issued preferred stock was converted into common stock in prior periods.

Dividends

Stockholders are entitled to receive, when and if declared by the Company’s Board of Directors from time to time, dividends and other distributions in cash, stock or property from the Company’s assets or funds legally and contractually available for such purposes. In December 2022, the Company’s Board of Directors initiated a quarterly dividend. The Company paid dividends of $0.15 per share of common stock for each of the three months ended March 31 and June 30, 2026, resulting in total payments to stockholders of $32.7 million for the six months ended June 30, 2026. The Company paid dividends of $0.14 per share of common stock for each of the three months ended March 31 and June 30, 2025, resulting in total dividend payments for the six months ended June 30, 2025 of $30.8 million. The Company’s liability related to dividends on common shares underlying unvested restricted stock units (“RSUs”) was $3.6 million and $3.5 million as of June 30, 2026 and December 31, 2025, respectively.

Share Repurchase Program

Since February 2021, the Company’s Board of Directors has authorized the repurchase of up to $1,500.0 million of the Company’s common stock, including the most recent approval in September 2024 of $500.0 million through December 31, 2027. This timeframe can be extended or shortened by the Board of Directors. Repurchases may be made from time to time on the open market at prevailing prices or in negotiated transactions off the market. The Company records share repurchases at cost, which includes broker commissions and related excise taxes. All shares are immediately retired upon repurchase in accordance with the board-approved policy. When treasury shares are retired, the Company’s policy is to allocate the excess of the repurchase price over the par value of shares acquired first, to additional paid-in capital, and then to retained earnings/accumulated deficit. The portion to be allocated to additional paid-in capital is calculated by applying a percentage, determined by dividing the number of shares to be retired by the number of shares outstanding, to the balance of additional paid-in capital as of the date of retirement.

The Company repurchased and subsequently retired 2.6 million and 4.9 million shares of its common stock during the three and six months ended June 30, 2025, respectively, for a total purchase price of $65.0 million and $135.0 million, respectively, exclusive of $0.6 million and $1.1 million, respectively, of excise taxes incurred. During the fourth quarter of 2025, the Company paused share repurchases to increase financial flexibility. On June 28, 2026, the Company’s Board of Directors terminated the share repurchase program in connection with entering into the Agreement and Plan of Merger with Rocket Lab Corporation described in N ote 14.

8. Revenue

The following table summarizes the Company’s services revenue:


	Three Months Ended June 30,				Six Months Ended June 30,
	2026		2025		2026		2025
	(In thousands)				(In thousands)
Commercial services revenue:
Voice and data	$	58,387	$	56,810	$	115,820	$	112,752
IoT data	47,071		44,741		93,037		88,596
Broadband	11,674		12,724		23,896		25,600
Hosted payload and other data	16,571		14,545		31,354		29,414
Total commercial services revenue	133,703		128,820		264,107		256,362
Government services revenue	27,625		26,750		55,250		53,500
Total services revenue	$	161,328	$	155,570	$	319,357	$	309,862

The following table summarizes the Company’s engineering and support services revenue:


	Three Months Ended June 30,				Six Months Ended June 30,
	2026		2025		2026		2025
	(In thousands)				(In thousands)
Commercial	$	1,689	$	2,404	$	3,032	$	4,041
Government	41,453		39,477		80,919		75,305
Total engineering and support services revenue	$	43,142	$	41,881	$	83,951	$	79,346

Approximately 44% and 46% of the Company’s accounts receivable balance at June 30, 2026 and December 31, 2025, respectively, were due from prime contracts or subcontracts with agencies of the U.S. government.

The Company’s contracts with customers generally do not contain performance obligations with terms in excess of one year. As such, the Company does not disclose details related to the value of performance obligations that are unsatisfied as of the end of the reporting period. The total value of any performance obligations that extend beyond one year is immaterial to the financial statements.

The timing of revenue recognition, billings and cash collections results in billed accounts receivable, unbilled receivables (contract assets), and deferred revenue (contract liabilities) on the condensed consolidated balance sheets. The Company bills amounts under its agreed-upon contractual terms at periodic intervals (for services), upon shipment (for equipment), or upon achievement of contractual milestones or as work progresses (for engineering and support services). Billing may occur subsequent to revenue recognition, resulting in unbilled accounts receivable (contract assets). The Company may also receive payments from customers before revenue is recognized, resulting in deferred revenue (contract liabilities). The Company recognized revenue that was previously recorded as deferred revenue in the amounts of $11.4 million and $13.9 million for the three months ended June 30, 2026 and 2025, respectively, and $26.8 million and $30.1 million for the six months ended June 30, 2026 and 2025, respectively.

The Company has also recorded costs of obtaining contracts expected to be recovered in prepaid expenses and other current assets (contract assets or commissions), that are not separately disclosed on the condensed consolidated balance sheets. The commissions are recognized over the estimated usage period. The following table presents contract assets not separately disclosed:


	June 30, 2026		December 31, 2025
	(In thousands)
Contract Assets:
Commissions	$	1,546	$	1,603
Other contract costs	$	1,540	$	1,626

9. Leases

Operating leases in which the Company was a lessor as of June 30, 2026 consisted primarily of hosting agreements with Aireon LLC (“Aireon”) (see Note 12) and L3Harris Technologies, Inc. (“L3Harris”) for space on the Company’s satellites. These agreements provide for a fee that will be recognized over the estimated useful lives of the satellites, currently estimated to be approximately 17.5 years from their respective in-service dates. Lease income related to these agreements was $3.1 million for each of the three months ended June 30, 2026 and 2025, and $6.2 million for each of the six months ended June 30, 2026 and 2025. Lease income is recorded as hosted payload and other data service revenue within service revenue on the Company’s condensed consolidated statements of operations and comprehensive income.

Aireon has made payments to the Company pursuant to its hosting agreement (the “Aireon Hosting Agreement”). L3Harris has prepaid all amounts owed to the Company pursuant to its hosting arrangement. The following table presents future income with respect to the Company’s operating leases in which it is the lessor existing at June 30, 2026, exclusive of the $6.2 million recognized during the six months ended June 30, 2026, by year and in the aggregate, assuming that those leases continue:


Year Ending December 31,	Amount
	(In thousands)
2026	$	6,195
2027	12,391
2028	12,391
2029	12,391
2030	12,391
Thereafter	57,693
Total lease income	$	113,452

10. Stock-Based Compensation

In May 2025, the Company’s stockholders approved the amendment and restatement of the Company’s 2015 Equity Incentive Plan (as so amended and restated, the “Amended 2015 Plan”). As of June 30, 2026, the aggregate number of shares remaining available for future grants under the Amended 2015 Plan was 10,640,033. The Amended 2015 Plan provides for the grant of stock-based awards, including nonqualified stock options, incentive stock options, restricted stock, RSUs, stock appreciation rights, and other equity securities to employees, consultants, and non-employee directors of the Company and its affiliated entities. The number of shares of common stock available for issuance under the Amended 2015 Plan is reduced by (i) one share for each share of common stock issued pursuant to an appreciation award, such as a stock option or stock appreciation right with an exercise or strike price of at least 100% of the fair market value of the underlying common stock on the date of grant, and (ii) 1.8 shares for each share of common stock issued pursuant to any stock award that is not an appreciation award, also known as a “full value award.” The Amended 2015 Plan allows the Company to utilize a broad array of equity incentives and performance cash incentives in order to secure and retain the services of its employees, directors and consultants, and to provide long-term incentives that align the interests of its employees, directors and consultants with the interests of the Company’s stockholders. The Company accounts for stock-based compensation at fair value.

Restricted Stock Units

The Company’s RSUs are classified as equity awards because the RSUs will be settled in the Company’s common stock upon vesting. The fair value of the RSUs is determined at the grant date based on the closing price of the Company’s common stock on the date of grant. The related compensation expense is recognized over the service period, or shorter periods based on the retirement eligibility of certain grantees, based on the grant date fair value of the Company’s common stock and the number of shares expected to vest. The fair value of the awards is not remeasured at the end of each reporting period. RSUs do not carry voting rights until the RSUs are vested, although certain unvested RSUs and vested but unsettled RSUs granted to non-employee directors are entitled to accrue dividend equivalent rights, and shares (including additional shares issuable upon satisfaction of any accrued dividend equivalent rights) are issued upon settlement in accordance with the terms of the award.

The following tables summarize the Company’s RSU activity:


	Shares Underlying RSUs	Weighted- Average Grant Date Fair Value Per RSU
	(In thousands)
Outstanding at December 31, 2025	4,049	$	29.45
Granted	2,042	24.22
Forfeited	(221)	28.17
Released	(1,521)	33.09
Outstanding at June 30, 2026	4,349	$	25.76
Vested and unreleased at June 30, 2026 (1)	605


	Shares Underlying RSUs	Weighted- Average Grant Date Fair Value Per RSU
	(In thousands)
Outstanding at December 31, 2024	3,870	$	32.56
Granted	2,071	31.13
Forfeited	(145)	38.17
Released	(1,329)	34.41
Outstanding at June 30, 2025	4,467	$	31.16
Vested and unreleased at June 30, 2025 (1)	555

(1) These RSUs were granted to the Company’s Board of Directors as a part of their compensation for board and committee service and had vested but had not yet settled, meaning that the underlying shares of common stock had not been issued and released.

Service-Based RSUs

The majority of the annual compensation the Company provides to non-employee members of its Board of Directors is paid in the form of RSUs. In addition, some members of the Company’s Board of Directors may elect to receive their cash retainers, or a portion thereof, in the form of RSUs. An aggregate amount of approximately 129,000 and 71,000 service-based RSUs were granted to the non-employee members of the Company’s Board of Directors as a result of these payments and elections during the six months ended June 30, 2026 and 2025, respectively, with an estimated grant date fair value of $2.5 million and $2.1 million, respectively.

During the six months ended June 30, 2026 and 2025, the Company granted approximately 1,902,000 and 1,190,000 service-based RSUs, respectively, to its employees, with an estimated aggregate grant date fair value of $46.6 million and $36.8 million, respectively. The increase in service-based RSUs to employees resulted primarily from a change in executive compensation, a portion of which was previously granted in performance-based RSUs.

In 2026, the RSUs granted to executives were entirely for service and vest over five years, with 20% vesting on the first anniversary of the grant date and the remainder vesting ratably on a quarterly basis thereafter, subject to continued employment. Since 2024, the RSUs granted to employees for service, except for executive employees in 2026, generally vest over three years, with 34% vesting on the first anniversary of the grant date and the remainder vesting ratably on a quarterly basis thereafter, subject to continued employment. RSUs granted prior to March 2024 generally vest over four years, with 25% vesting on the first anniversary of the grant date and the remainder vesting ratably on a quarterly basis thereafter, subject to continued employment. The RSUs granted to non-employee members of the Board of Directors generally vest in full on the first anniversary of the grant date. The RSUs granted to non-employee consultants generally vest 50% on the first anniversary of the grant date, with the remaining 50% vesting quarterly thereafter through the second anniversary of the grant date.

Performance-Based RSUs

In March 2025, the Company granted approximately 534,000 annual incentive, performance-based RSUs to the Company’s executives and employees (the “Bonus RSUs”), with an estimated grant date fair value of $16.9 million. Vesting of the Bonus RSUs was dependent upon the Company’s achievement of defined performance goals over the fiscal year. The Company records stock-based compensation expense related to performance-based RSUs when it is considered probable that the performance conditions will be met. The level of achievement of performance goals was determined by the compensation

committee of the Company’s Board of Directors and substantially all of the Bonus RSUs granted in March 2025 vested in March 2026.

Additionally, in March 2025, the Company granted approximately 269,000 long-term, performance-based RSUs to the Company’s executives (the “Executive RSUs”), with an estimated aggregate grant date fair value of $8.5 million. Vesting of the Executive RSUs is dependent upon the Company’s achievement of defined performance goals over a two-year period (the year of grant and the following year). The vesting of the Executive RSUs granted in March 2025 will range from 0% to 200% of the number of shares underlying the Executive RSUs granted based on the level of achievement of the performance goals. If the Company achieves the performance goals for the Executive RSUs at the end of the two-year performance period, 50% of the number of Executive RSUs earned based on performance will then vest on the second anniversary of the grant date, and the remaining 50% will then vest on the third anniversary of the grant date, subject to the executive’s continued service as of the vesting date, which may be accelerated based on the retirement eligibility of the grantees. In March 2026 and 2025, approximately 52,000 and 23,000 shares underlying Executive RSUs granted in March 2024 and 2023, respectively, were forfeited as a result of performance targets not being fully achieved for the performance periods ended December 31, 2025 and 2024, respectively.

11. Income Taxes

Income before income taxes and loss on equity method investments was $14.3 million and $45.5 million for the three and six months ended June 30, 2026, respectively, while the income tax expense was $3.1 million and $12.0 million, respectively. The effective tax rate was 21.8% and 26.3% for the three and six months ended June 30, 2026, respectively, which differed from the federal statutory rate of 21%, primarily due to acquisition costs, discrete tax expense associated with stock compensation and nondeductible executive compensation, partially offset by tax benefit from the deduction for foreign derived deduction eligible income and U.S. tax credits.

Income before income taxes and loss on equity method investments was $26.6 million and $63.5 million for the three and six months ended June 30, 2025, respectively, while the income tax expense was $3.8 million and $9.6 million, respectively. The effective tax rate was 14.3% and 15.2% for the three and six months ended June 30, 2025, respectively, which differed from the federal statutory rate of 21%, primarily due to a tax benefit from the deduction for foreign derived intangible income and U.S. tax credits, partially offset by discrete tax expense associated with stock compensation and nondeductible executive compensation.

12. Related Party Transactions

Aireon LLC and Aireon Holdings LLC

The Company’s satellite constellation hosts the Aireon® system. The Aireon system was developed by Aireon, which the Company formed in 2011 and which received subsequent investments from several air navigation service providers (“ANSPs”) to provide a global air traffic surveillance service through a series of automatic dependent surveillance-broadcast (“ADS-B”) receivers on the Company’s satellites. Aireon is the operator of the world's only space-based ADS-B air traffic surveillance system. Aireon has contracted to offer this service to ANSPs, which use the service to provide improved air traffic control services over the oceans, as well as polar and remote regions. Aireon also markets its data and services to airlines and other commercial users. As of June 30, 2026, the Company and the other Aireon investors held their interests in Aireon Holdings through an amended and restated LLC agreement (the “Aireon Holdings LLC Agreement”). Aireon Holdings holds 100% of the membership interests in Aireon, which is the operating entity.

In June 2022, the Company entered into a subscription agreement with Aireon Holdings and invested $50.0 million in exchange for an approximate 6% preferred membership interest in Aireon Holdings. The Company’s investment in Aireon Holdings is accounted for as an equity method investment. The carrying value of the Company’s investment in Aireon Holdings was $36.3 million and $38.5 million as of June 30, 2026 and December 31, 2025, respectively. The investments by the Company prior to June 2022 had previously been written down to a carrying value of zero.

On May 13, 2026, the Company entered into a purchase agreement to acquire the remaining equity of Aireon Holdings, which was consummated on July 2, 2026 (the "Securities Purchase Agreement") (see Note 15).

At each of June 30, 2026 and December 31, 2025, the Company’s fully diluted ownership stake in Aireon Holdings was approximately 39.5%, which is subject to partial future redemption under provisions contained in the Aireon Holdings LLC Agreement.

Under the agreements with Aireon, Aireon agreed to pay the Company fees of $200.0 million to host the ADS-B receivers, of which $134.5 million had been paid as of June 30, 2026. These fees are recognized over the estimated useful life of the satellites. The Company recognized $2.3 million and $4.6 million of hosting fee revenue under the Aireon Hosting Agreement for each of the three and six months ended June 30, 2026 and 2025, respectively.

Additionally, Aireon has paid power and data services fees of approximately $23.5 million per year, in the aggregate for the delivery of air traffic surveillance data over the Iridium system. The Company recorded $5.9 million of power and data service fee revenue from Aireon for each of the three months ended June 30, 2026 and 2025, and $11.7 million for each of the six

months ended June 30, 2026 and 2025. Receivables due from Aireon for power and data services totaled $2.0 million as of each of June 30, 2026 and December 31, 2025.

Under two services agreements, the Company has also provided Aireon with administrative services and support services, the fees for which are paid monthly. Aireon receivables due to the Company under these two agreements totaled $1.6 million and $0.3 million at each of June 30, 2026 and December 31, 2025.

Prior to the closing of the Aireon acquisition, the Company and other Aireon investors agreed to participate pro rata, based on their fully diluted ownership stakes, in funding an investor bridge loan to Aireon. As of June 30, 2026, the Company’s maximum funding commitment for the bridge loan was $11.9 million. No commitments remain in place after the Company's acquisition of the remaining equity of Aireon Holdings, and no bridge loan amounts were outstanding as of June 30, 2026 or December 31, 2025.

13. Net Income Per Share

The Company calculates basic net income per share by dividing net income attributable to common stockholders by the weighted-average number of shares of common stock outstanding during the period. In periods of net income, diluted net income per share takes into account the effect of potentially dilutive common shares when the effect is dilutive. Potentially dilutive common shares include (i) shares of common stock issuable upon exercise of outstanding stock options and (ii) shares underlying RSUs that are contingently issuable upon achievement of certain service and performance requirements. The effect of potentially dilutive common shares is computed using the treasury stock method.

The following table summarizes the computations of basic and diluted net income per share:


	Three Months Ended June 30,				Six Months Ended June 30,
	2026		2025		2026		2025
	(In thousands, except per share data)
Numerator:
Net income - basic and diluted	$	9,679	$	21,968	31,273		52,380



Denominator:
Weighted average common shares — basic	106,969		107,813		106,648		108,779
Dilutive effect of stock options	90		91		82		104
Dilutive effect of RSUs	1,409		280		1,226		615
Weighted average common shares — diluted	108,468		108,184		107,956		109,498

Net income per share - basic and diluted	$	0.09	$	0.20	$	0.29	$	0.48

14. Merger Agreement with Rocket Lab Corporation

On June 28, 2026, the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Rocket Lab Corporation (“Rocket Lab”) pursuant to which the Company agreed to be acquired by Rocket Lab (the “Transaction”).

Subject to the terms and conditions set forth in the Merger Agreement, each issued and outstanding share of the Company's common stock, other than as specified in the Merger Agreement, will be converted into the right to receive (i) $27.00 in cash and (ii) a number of shares of Rocket Lab’s common stock equal to the Exchange Ratio (as defined below). The “Exchange Ratio” will be the following: (i) if the Rocket Lab Common Stock Price (as defined below) is equal to or less than $67.50, then the Exchange Ratio will be 0.4000; (ii) if the Rocket Lab Common Stock Price is greater than $67.50 but less than $112.50, then the Exchange Ratio will be the quotient obtained by dividing $27.00 by the Rocket Lab Common Stock Price, rounded to four decimal places; and (iii) if the Rocket Lab Common Stock Price is equal to or greater than $112.50, then the Exchange Ratio will be 0.2400. “Rocket Lab Common Stock Price” is defined as the volume weighted average price per share of Rocket Lab’s common stock on the Nasdaq Global Select Market for the period of the ten consecutive trading days ending on and including the second full trading day prior to the First Effective Time (as defined in the Merger Agreement).

The Merger Agreement provides each of the Company and Rocket Lab with certain termination rights and, under certain circumstances, may require the Company to pay a $223.6 million termination fee.

The Transaction is expected to be completed in mid-2027, subject to the satisfaction of customary closing conditions and interim operating covenants, including covenants that generally require the Company to conduct its business in the ordinary course consistent with past practice and subject the Company to restrictions on certain actions pending consummation of the Transaction.

15. Subsequent Events

On July 2, 2026, the Company, through its wholly owned subsidiary Iridium Monitor Holdings LLC (“Iridium Monitor Holdings”), completed its previously announced acquisition of the remaining 60.5% of equity interests in Aireon Holdings that the Company did not already own pursuant to a Securities Purchase Agreement with NAV CANADA, the Irish Air Navigation Service, ENAV S.P.A., Naviair Surveillance A/S, NATS (Services) Limited, and certain of their affiliated entities (collectively, the “Sellers”). The Company now indirectly owns all of the membership interests in Aireon Holdings and its subsidiary Aireon. The aggregate purchase price payable to the Sellers was approximately $366.7 million, of which 50% was paid in cash at the closing of the acquisition (the “Aireon Closing”) and the remaining 50% was deferred in the form of a loan by the Sellers, payable one year following the Aireon Closing pursuant to a Credit and Guaranty Agreement. Prior to the acquisition, on July 1, 2026, the Company drew down $100.0 million on its Revolving Facility as a source for cash paid at the Aireon Closing.

As a result of the acquisition, the Company's debt obligations have increased, incorporating a $183.4 million one-year, non-interest-bearing loan from the sellers and the consolidation of Aireon's existing term loans, which had an outstanding balance of $154.7 million at the closing date.


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

You should read the following discussion along with our Annual Report on Form 10-K for the fiscal year ended December 31, 2025, filed on February 12, 2026 (our “2025 Form 10-K”) with the SEC, as well as our condensed consolidated financial statements included in this Form 10-Q.

This Form 10-Q contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. For this purpose, any statements contained herein that are not statements of historical fact may be deemed to be forward-looking statements. Such forward-looking statements include those that express plans, anticipation, intent, contingencies, strategies, goals, targets or future developments, market trends, expected competition or otherwise are not statements of historical fact. Without limiting the foregoing, the words “believe,” “anticipate,” “plan,” “expect,” “intend” and similar expressions are intended to identify forward-looking statements. These forward-looking statements are based on our current expectations and projections about future events, and they are subject to risks and uncertainties, known and unknown, that could cause actual results and developments to differ materially from those expressed or implied in such statements. The important factors described under the caption “Risk Factors” in our 2025 Form 10-K, as updated and supplemented by this Form 10-Q, could cause actual results to differ materially from those indicated by forward-looking statements made herein. We undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

Overview of Our Business

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

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

We primarily sell our products and services to commercial end users by recruiting and expanding a global wholesale distribution network, currently encompassing approximately 120 service providers, approximately 320 value-added resellers (“VARs”), and approximately 100 value-added manufacturers, which create and sell technology that uses the Iridium network either directly to the end user or indirectly through other service providers, VARs or dealers. These distributors often integrate our products and services with other complementary hardware and software and have developed a broad suite of applications using our products and services to target specific industries or business areas. We expect that demand for our services will increase as more applications are developed and deployed that utilize our technology.

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

Aireon Acquisition

On May 13, 2026, we entered into a Securities Purchase Agreement with NAV CANADA, the Irish Air Navigation Service, ENAV S.P.A., Naviair Surveillance A/S, NATS (Services) Limited, and certain of their affiliated entities (the “Sellers”), pursuant to which, on July 2, 2026 (the “Aireon Closing Date”), we, through our wholly owned subsidiary, Iridium Monitor Holdings LLC (“Iridium Monitor Holdings”), closed our acquisition of Aireon Holdings LLC (“Aireon Holdings”), acquiring the remaining 60.5% of equity interests in Aireon Holdings that we did not already own (the “Aireon Closing”).

We now indirectly own all of the membership interests in Aireon Holdings and its subsidiary Aireon LLC (“Aireon”), which is the operator of the world’s only space-based ADS-B air traffic surveillance system. We acquired the additional equity interest for approximately $366.7 million, 50% in cash and 50% deferred and in the form of a loan by the Sellers, payable one year following the Aireon Closing pursuant to a Credit and Guaranty Agreement. We view this acquisition as a defining step toward achieving our long-term business objective to provide the foundational architecture for global aviation safety, bringing space-based surveillance, safety communications, PNT, and operational data together on a single network.

Anticipated Merger with Rocket Lab Corporation

On June 28, 2026, we entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Rocket Lab Corporation (“Rocket Lab”), pursuant to which we agreed to be acquired by Rocket Lab (the “Transaction”).

Subject to the terms and conditions set forth in the Merger Agreement, each issued and outstanding share of our common stock, other than as specified in the Merger Agreement, will be converted into the right to receive (i) $27.00 in cash and (ii) a number of shares of Rocket Lab’s common stock equal to the Exchange Ratio (as defined below). The “Exchange Ratio” will be the following: (i) if the Rocket Lab Common Stock Price (as defined below) is equal to or less than $67.50, then the Exchange Ratio will be 0.4000; (ii) if the Rocket Lab Common Stock Price is greater than $67.50 but less than $112.50, then the Exchange Ratio will be the quotient obtained by dividing $27.00 by the Rocket Lab Common Stock Price, rounded to four decimal places; and (iii) if the Rocket Lab Common Stock Price is equal to or greater than $112.50, then the Exchange Ratio will be 0.2400. “Rocket Lab Common Stock Price” is defined as the volume weighted average price per share of Rocket Lab’s common stock on the Nasdaq Global Select Market for the period of the ten consecutive trading days ending on and including the second full trading day prior to the First Effective Time (as defined in the Merger Agreement).

The Merger Agreement provides each of us and Rocket Lab with certain termination rights and, under certain circumstances, may require us to pay a $223.6 million termination fee.

Our Board of Directors unanimously approved the Merger Agreement and resolved to recommend that our stockholders approve the adoption of the Merger Agreement and the Transaction. In addition, each of our directors holding shares of our common stock has entered into a voting agreement to support the Transaction.

The Transaction is expected to be completed in mid-2027, subject to the satisfaction of customary closing conditions, including (i) the adoption of the Merger Agreement and the Transaction by the affirmative vote of the holders of a majority of our outstanding common stock; (ii) the expiration or termination of applicable waiting periods under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 and consent of the U.S. Federal Communications Commission to the transfer of control of certain of our telecommunication authorizations; (iii) receipt of clearances or approvals under other specified foreign investment and satellite and telecommunications laws; (iv) the absence of any order or law issued, enforced or enacted by a governmental authority in certain specified jurisdictions that prevents, makes illegal or enjoins the consummation of the Transaction; (v) there having not occurred a Company Material Adverse Effect or a Parent Material Adverse Effect, each as defined in the Merger Agreement; and (vi) the effectiveness of a registration statement on Form S-4 with respect to shares of Rocket Lab Common Stock to be issued in the Transaction and approval of such shares for listing on the Nasdaq Global Select Market. The Merger Agreement also subjects us to interim operating covenants that generally require us to conduct our business in the ordinary course consistent with past practice and preserve our business organization, key personnel, customer and business relationships, and material assets, and restrict us from or limit us in taking certain actions, including amending our organizational documents; issuing or repurchasing equity securities; declaring dividends or distributions; pursuing acquisitions, dispositions or significant investments; incurring material indebtedness or capital expenditures; entering into, terminating or materially modifying certain significant contracts; taking certain actions with respect to employee compensation and benefit arrangements, accounting, and tax matters; settling material litigation; and taking certain actions affecting our satellite operations, telecommunications permits, or other material assets.

For more information regarding the Transaction and related arrangements, see the Current Report on Form 8-K that we filed on June 29, 2026.

Material Trends and Uncertainties

Our industry and customer base have historically grown as a result of:

•demand for remote and reliable mobile communications services;

•a growing number of new products and services and related applications;

•a broad wholesale distribution network with access to diverse and geographically dispersed niche markets;

•increased demand for communications services by disaster and relief agencies, emergency first responders, businesses and consumers;

•improved data transmission speeds for mobile satellite service offerings;

•regulatory mandates requiring the use of mobile satellite services;

•a general reduction in prices of mobile satellite services and subscriber equipment; and

•geographic market expansion through the ability to offer our services in additional countries.

Nonetheless, we face a number of challenges and uncertainties in operating our business, including:

•our ability to maintain the health, capacity, control, and level of service of our satellites;

•our ability to develop and launch new and innovative products and services;

•changes in general economic, business, and industry conditions, including the effects of currency exchange rates;

•our reliance on a single primary commercial gateway and a primary satellite network operations center;

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

•market acceptance of our products;

•regulatory requirements in existing and new geographic markets;

•challenges associated with global operations, including as a result of conflicts in or affecting markets in which we operate;

•rapid and significant technological changes in the telecommunications industry, including global satellite D2D broadband services;

•our ability to generate sufficient internal cash flows to repay our debt;

•reliance on our wholesale distribution network to market and sell our products, services, and applications effectively;

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

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

•our ability to realize the expected benefits of our acquisition of Aireon Holdings and effectively integrate Aireon and its personnel with our existing operations;

•our ability to complete the Transaction on the anticipated timeline or at all;

•the occurrence of any event, change or other circumstance that could give rise to the right of one or both of Rocket Lab or us to terminate the Merger Agreement;

•disruption to our business as a result of the announcement and pendency of the Transaction, including due to diversion of management’s attention and time and restrictions in the Merger Agreement that could affect our ability to pursue business opportunities or execute business strategies; and

•the possibility that the Transaction may be more expensive to complete than anticipated; and the reputational risk and adverse reactions of customers, suppliers, employees, or other business partners resulting from the announcement of the Transaction.

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


	Three Months Ended June 30,								Change
	2026		% of Total Revenue		2025		% of Total Revenue
($ in thousands)									Dollars		Percent
Revenue:
Services	$	161,328	72	%	$	155,570	72	%	$	5,758	4	%
Subscriber equipment	20,767		9	%	19,455		9	%	1,312		7	%
Engineering and support services	43,142		19	%	41,881		19	%	1,261		3	%
Total revenue	225,237		100	%	216,906		100	%	8,331		4	%

Operating expenses:
Cost of services (exclusive of depreciation
and amortization)	51,314		23	%	53,603		25	%	(2,289)		(4)	%
Cost of subscriber equipment	13,478		6	%	11,302		5	%	2,176		19	%
Research and development	5,530		2	%	4,279		2	%	1,251		29	%
Selling, general and administrative	67,044		30	%	44,627		21	%	22,417		50	%
Depreciation and amortization	53,863		24	%	52,837		24	%	1,026		2	%
Total operating expenses	191,229		85	%	166,648		77	%	24,581		15	%
Operating income	34,008		15	%	50,258		23	%	(16,250)		(32)	%

Other expense:
Interest expense, net	(19,246)		(9)	%	(22,752)		(10)	%	3,506		(15)	%

Other income, net	(448)		—	%	(871)		—	%	423		(49)	%
Total other expense, net	(19,694)		(9)	%	(23,623)		(10)	%	3,929		(17)	%
Income before income taxes and loss on equity method investments	14,314		6	%	26,635		13	%	(12,321)		(46)	%
Income tax expense	(3,125)		(1)	%	(3,807)		(2)	%	682		(18)	%
Loss on equity method investments	(1,510)		(1)	%	(860)		—	%	(650)		76	%
Net income	$	9,679	4	%	$	21,968	11	%	$	(12,289)	(56)	%

Revenue

Commercial Service Revenue


	Three Months Ended June 30,
	2026					2025					Change
	Revenue		Billable Subscribers (1)	ARPU (2)		Revenue		Billable Subscribers (1)	ARPU (2)		Revenue		Billable Subscribers	ARPU
	(Revenue in millions and subscribers in thousands)
Commercial services:
Voice and data	$	58.4	402	$	49	$	56.8	415	$	46	$	1.6	(13)	$	3
IoT data	47.1		2,091	7.64		44.8		1,924	7.83		2.3		167	(0.19)
Broadband (3)	11.7		16.0	243		12.7		16.3	260		(1.0)		(0.3)	(17)
Hosted payload and other data	16.5		N/A			14.5		N/A			2.0		N/A
Total commercial services	$	133.7	2,509			$	128.8	2,355			$	4.9	154

(1)Billable subscriber numbers shown are at the end of the respective period.

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

(3)Commercial broadband service consists of Iridium OpenPort and Iridium Certus broadband services.

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

Government Service Revenue


	Three Months Ended June 30,
	2026			2025			Change
	Revenue		Billable Subscribers (1)	Revenue		Billable Subscribers (1)	Revenue		Billable Subscribers
	(Revenue in millions and subscribers in thousands)
Government services	$	27.6	118	$	26.8	128	$	0.8	(10)

(1)Billable subscriber numbers shown are at the end of the respective period.

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

Subscriber Equipment Revenue

Subscriber equipment revenue increased by $1.3 million, or 7%, for the three months ended June 30, 2026, compared to the prior year period, primarily as a result of an increase in volume of L-band transceiver and Certus device sales offset in part by a decrease in volume of Short Burst Data® device sales. We continue to expect equipment revenue in 2026 to be in line with 2025.

Engineering and Support Service Revenue


	Three Months Ended June 30,
	2026		2025		Change
	(In millions)
Commercial engineering and support services	$	1.7	$	2.4	$	(0.7)
Government engineering and support services	41.5		39.5		2.0
Total engineering and support services	$	43.2	$	41.9	$	1.3

Engineering and support service revenue increased by $1.3 million, or 3%, for the three months ended June 30, 2026, compared to the prior year period, primarily due to increased work under certain government contracts. We expect engineering and support service revenue to be higher in 2026 than in 2025.

Operating Expenses

Cost of Services (exclusive of depreciation and amortization)

Cost of services (exclusive of depreciation and amortization) includes the cost of network engineering and operations staff, including contractors, software maintenance, product support services and cost of services for government and commercial engineering and support service revenue.

Cost of services (exclusive of depreciation and amortization) decreased by $2.3 million, or 4%, for the three months ended June 30, 2026 from the prior year period, primarily as a result of decreased costs for network and satellite operations, maintenance and product support, as well as a decrease in work under commercial engineering contracts.

Cost of Subscriber Equipment

Cost of subscriber equipment includes the direct costs of equipment sold, which consist of manufacturing costs, allocation of overhead, and warranty costs.

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

Research and Development

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

Selling, General and Administrative

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

Selling, general and administrative expenses increased by $22.4 million, or 50%, for the three months ended June 30, 2026, compared to the prior year period, primarily due to increases in transaction costs totaling $14.3 million, associated with the Merger Agreement with Rocket Lab and the Aireon acquisition. The increase was also due to professional fees, including stock appreciation rights expense in the current year resulting from changes in our stock valuation, including the effect of the announcement of the Merger Agreement with Rocket Lab, between the years.

We expect our selling, general and administrative expenses to increase due to increases in professional and advisory fees during the pendency of the Transaction and in connection with the closing and integration of Aireon.

Depreciation and Amortization

Depreciation and amortization expense increased by $1.0 million, or 2%, for the quarter ended June 30, 2026, compared to the prior year period, primarily related to intangible asset amortization.

Other Income (Expense), net

Interest Expense, Net

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

Other Expense, net

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

Income Tax Expense

For the three months ended June 30, 2026, our income tax expense was $3.1 million, compared to $3.8 million for the prior year period. The decrease in income tax expense is primarily related to decreased tax expense associated with stock compensation and nondeductible executive compensation, partially offset by decreased tax benefit from the deduction for foreign derived deduction eligible income and tax expense from acquisition costs.

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

Loss on Equity Method Investments

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

Net Income

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

Comparison of Our Results of Operations for the Six Months Ended June 30, 2026 and 2025


	Six Months Ended June 30,								Change
	2026		% of Total Revenue		2025		% of Total Revenue
($ in thousands)									Dollars		Percent
Revenue:
Services	$	319,357	72	%	$	309,862	72	%	$	9,495	3	%
Subscriber equipment	40,986		9	%	42,576		10	%	(1,590)		(4)	%
Engineering and support services	83,951		19	%	79,346		18	%	4,605		6	%
Total revenue	444,294		100	%	431,784		100	%	12,510		3	%

Operating expenses:
Cost of services (exclusive of depreciation
and amortization)	100,950		23	%	102,389		24	%	(1,439)		(1)	%
Cost of subscriber equipment	26,492		6	%	24,169		5	%	2,323		10	%
Research and development	11,704		3	%	9,696		2	%	2,008		21	%
Selling, general and administrative	112,823		25	%	80,380		19	%	32,443		40	%
Depreciation and amortization	107,604		24	%	104,504		24	%	3,100		3	%
Total operating expenses	359,573		81	%	321,138		74	%	38,435		12	%
Operating income	84,721		19	%	110,646		26	%	(25,925)		(23)	%

Other expense:
Interest expense, net	(38,612)		(9)	%	(44,576)		(10)	%	5,964		(13)	%

Other expense, net	(642)		—	%	(2,556)		(1)	%	1,914		(75)	%
Total other expense, net	(39,254)		(9)	%	(47,132)		(11)	%	7,878		(17)	%
Income before income taxes and loss on equity method investments	45,467		10	%	63,514		15	%	(18,047)		(28)	%
Income tax expense	(11,952)		(3)	%	(9,626)		(2)	%	(2,326)		24	%
Loss on equity method investments	(2,242)		(1)	%	(1,508)		—	%	(734)		49	%
Net income	$	31,273	6	%	$	52,380	13	%	$	(21,107)	(40)	%

Revenue

Commercial Service Revenue


	Six Months Ended June 30,
	2026					2025					Change
	Revenue		Billable Subscribers (1)	ARPU (2)		Revenue		Billable Subscribers (1)	ARPU (2)		Revenue		Billable Subscribers	ARPU
	(Revenue in millions and subscribers in thousands)
Commercial services:
Voice and data	$	115.8	402	$	48	$	112.8	415	$	45	$	3.0	(13)	$	3
IoT data	93.0		2,091	7.58		88.6		1,924	7.75		4.4		167	(0.17)
Broadband (3)	23.9		16.0	248		25.6		16.3	260		(1.7)		(0.3)	(12)
Hosted payload and other data	31.4		N/A			29.4		N/A			2.0		N/A
Total commercial services	$	264.1	2,509			$	256.4	2,355			$	7.7	154

(1)Billable subscriber numbers shown are at the end of the respective period.

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

(3)Commercial broadband service consists of Iridium OpenPort and Iridium Certus broadband services.

For the six months ended June 30, 2026, total commercial services revenue increased $7.7 million, or 3%, from the prior year period primarily driven by increases in IoT data, voice and data and hosted payload and other data services revenue. Commercial IoT revenue increased $4.4 million, or 5%, for the six months ended June 30, 2026, compared to the prior year period, driven by a 9% increase in IoT billable subscribers, offset in part by a decline in ARPU. Commercial voice and data revenue increased $3.0 million, or 3%, from the prior year period, primarily due to increased ARPU from price increases implemented during the second half of the prior year. Hosted payload and other data service revenue increased $2.0 million, or 7%, compared to the prior year period, primarily due to increases in other data services contracts. Commercial broadband revenue decreased $1.7 million, or 7%, for the six months ended June 30, 2026, compared to the prior year period, primarily due to a decrease in ARPU to $248 in the second quarter of 2026, as compared to $260 in the prior year period, reflecting the increased prevalence of use of lower-priced companion plans in the current year period.

Government Service Revenue


	Six Months Ended June 30,
	2026			2025			Change
	Revenue		Billable Subscribers (1)	Revenue		Billable Subscribers (1)	Revenue		Billable Subscribers
	(Revenue in millions and subscribers in thousands)
Government services	$	55.3	118	$	53.5	128	$	1.8	(10)

(1)Billable subscriber numbers shown are at the end of the respective period.

We provide airtime and airtime support to the U.S. government and other authorized customers pursuant to our EMSS contract. Under the terms of this agreement, which we entered into in September 2019, authorized customers utilize specified Iridium airtime services provided through the U.S. government’s dedicated gateway. The service fee under the EMSS contract is fixed at $110.5 million per year for the remainder of the term and is not based on subscribers or usage, allowing an unlimited number of users access to these services. Revenue for the six months ended June 30, 2026 increased $1.8 million reflecting the contractual step ups in the EMSS contract. The EMSS contract expires in September 2026, although based on federal acquisition regulations, the government has the ability to unilaterally extend for an additional six months, at the same rate. We have begun discussions with the U.S. government on a new EMSS contract, which we expect to enter into by March 2027, prior to expiration of the existing EMSS contract. For more on risks associated with the EMSS contract expiration, see the risk factor captioned “—Our agreements with U.S. government customers, particularly the DoW, which represent a significant portion of our revenue, are subject to termination and renewal” in our 2025 Form 10-K.

Subscriber Equipment Revenue

Subscriber equipment revenue decreased $1.6 million, or 4%, for the six months ended June 30, 2026, compared to the prior year period, primarily as a result of a decrease in volume of handset, L-band transceiver and Short Burst Data device sales, offset in part by an increase in the volume of Certus device sales. We continue to expect equipment revenue in 2026 to be in line with 2025.

Engineering and Support Service Revenue


	Six Months Ended June 30,
	2026		2025		Change
	(In millions)
Commercial engineering and support services	$	3.0	$	4.0	$	(1.0)
Government engineering and support services	80.9		75.3		5.6
Total engineering and support services	$	83.9	$	79.3	$	4.6

Engineering and support service revenue increased $4.6 million, or 6%, for the six months ended June 30, 2026 compared to the prior year period due to increased work under certain government projects, predominantly the contract with the Space Development Agency (“SDA”). We expect engineering and support service revenue to be higher in 2026 than in 2025.

Operating Expenses

Cost of Services (exclusive of depreciation and amortization)

Cost of services (exclusive of depreciation and amortization) decreased by $1.4 million, or 1%, for the six months ended June 30, 2026 from the prior year period, primarily as a result of decreased costs for network operations, maintenance and product support, as well as a decrease in work under commercial engineering contracts, offset in part by an increase in work under certain government engineering contracts, including the SDA contract, as noted above.

Cost of Subscriber Equipment

Cost of subscriber equipment increased $2.3 million, or 10%, for the six months ended June 30, 2026, compared to the prior year period, primarily due to an increase in inventory component costs and product mix. The increase in equipment costs was partially offset by the decrease in equipment volume for the same period, as noted above.

Research and Development

Research and development expenses increased by $2.0 million, or 21%, for the six months ended June 30, 2026 compared to the prior year period based on increased spending on device-related features and technology for our network.

Selling, General and Administrative

Selling, general and administrative expenses increased by $32.4 million, or 40%, for the six months ended June 30, 2026 compared to the prior year period, primarily due to primarily due to increases in transaction costs totaling $15.0 million, associated with the Merger Agreement with Rocket Lab and the Aireon acquisition. The increase was also due to professional fees, including stock appreciation rights expense in the current year resulting from changes in our stock valuation, including the effect of the announcement of the Merger Agreement with Rocket Lab, between the years, and increases associated with the timing of headcount costs and related benefits allocated to programs.

We expect our selling, general and administrative expenses to increase due to increases in professional and advisory fees during the pendency of the Transaction and and in connection with the closing and integration of Aireon.

Depreciation and Amortization

Depreciation and amortization expense increased by $3.1 million, or 3%, for the six months ended June 30, 2026, compared to the prior year period, primarily related to intangible asset amortization and depreciation on satellites placed into service during the prior year.

Other Expense

Interest Expense, Net

Interest expense, net decreased $6.0 million for the six months ended June 30, 2026 compared to the prior year period. The decrease resulted primarily from a decrease in the average borrowing rate and the decrease in average outstanding debt balance in 2026 as compared to the prior year which had $50.0 million outstanding under the Revolving Facility. We expect interest expense to increase as a result of our drawing $100.0 million on July 1, 2026 under our Revolving Facility.

Other Expense, net

Other expense, net, was $0.6 million for the six months ended June 30, 2026, compared to $2.6 million for the prior year period, primarily as the result of changes in foreign currency exchange rates.

Income Tax Expense

For the six months ended June 30, 2026, our income tax expense was $12.0 million, compared to $9.6 million for the prior year period. The increase in income tax expense is primarily related to decreased tax benefit from the deduction for foreign derived deduction eligible income and tax expense from acquisition costs.

Loss on Equity Method Investments

For the six months ended June 30, 2026, our loss on equity method investments was $2.2 million, compared to a loss of $1.5 million for the prior year period. These amounts reflect the portion of losses recorded on our equity method investments.

Net Income

Net income was $31.3 million for the six months ended June 30, 2026, compared to $52.4 million for the prior year period. The change primarily resulted from increases in total operating expense, primarily selling, general and administrative expenses and increased income tax expense, partially offset by the increases in commercial services revenue and a decrease in interest expense, as described above.

Liquidity and Capital Resources

Our primary sources of liquidity are cash provided by operations, cash and cash equivalents and our Revolving Facility. As of June 30, 2026, we had approximately $1.8 billion of indebtedness, consisting of amounts outstanding under the Term Loan, the terms of which are described below. We had $100.0 million of additional borrowing available to us under our Revolving Facility as of June 30, 2026, which was subsequently fully drawn on July 1, 2026, to fund the acquisition of Aireon Holdings. These sources are expected to meet our short-term and long-term liquidity needs, including annual payments for (i) required principal and interest on the Term Loan, which we expect to be $12.5 million, and, based on the current interest rate, approximately $90.0 million, respectively in the next 12 months, (ii) capital expenditures, (iii) working capital, (iv) anticipated cash dividend payments to holders of our common stock and (v) required principal and interest on the Aireon Term Loans and the Credit and Guaranty Agreement associated with the Aireon Closing.

As of June 30, 2026, our total cash and cash equivalents balance was $184.2 million, up from $96.5 million as of December 31, 2025. While we generated cash flows from operations and used less for share repurchases in 2026 than in 2025, these factors were offset in part by increased capital expenditures.

The Merger Agreement provides for the payment of a termination fee of $223.6 million by us to Rocket Lab upon termination of the Merger Agreement under specified circumstances, including if the Merger Agreement is terminated (i) by us to enter into a definitive agreement for an alternative acquisition proposal that constitutes a Superior Proposal (as defined in the Merger Agreement) or (ii) by Rocket Lab because our Board of Directors withdraws its recommendation to our stockholders to vote in favor of the adoption of the Merger Agreement and the Transaction or because we materially and intentionally breach the “no-shop” restrictions in the Merger Agreement. The termination fee is also payable by us to Rocket Lab if the Merger Agreement is terminated in specified circumstances and we either consummate an alternative acquisition transaction or enter into a definitive agreement providing for an alternative acquisition transaction within one year of such termination.

In addition, we have incurred and expect to continue to incur significant costs, expenses and fees for professional services and other transaction costs in connection with the Transaction. The substantial majority of these costs will be non-recurring expenses relating to the Transaction. Many of these costs are payable regardless of whether or not the Transaction is consummated.

Term Loan and Revolving Facility

Pursuant to a credit agreement (as amended and restated to date, the “Credit Agreement”), we previously entered into a term loan totaling $1,500.0 million (the “Term Loan”), issued at a price equal to 99.75%, and an accompanying $100.0 million revolving loan (the “Revolving Facility”). The maturity of the Term Loan and Revolving Facility are in September 2030 and September 2028, respectively. During 2024, we borrowed an additional $325.0 million under the Term Loan, comprised of

$125.0 million in March 2024, issued at a price equal to 99.875% of its face value, and $200.0 million in July 2024, issued at 99.0% of its face value. The additional amounts borrowed are fungible with the original $1,500.0 million, and have the same maturity date, interest rate, and other terms.

As of June 30, 2026, we reported an aggregate balance of $1,774.7 million in borrowings under the Term Loan before $12.8 million of net unamortized deferred financing costs for a net principal balance of $1,761.9 million outstanding in our condensed consolidated balance sheet. In the first half of 2025, we drew $50.0 million under our Revolving Facility for general corporate purposes, all of which was repaid in December 2025, and there were no amounts outstanding as of June 30, 2026 or December 31, 2025. On July 1, 2026, we drew down $100.0 million on our Revolving Facility, the proceeds of which were used for the acquisition of Aireon Holdings.

The Term Loan has been repriced on several occasions, most recently in June 2024, and currently bears interest at an annual rate equal to the SOFR, plus 2.25%, with a 0.75% SOFR floor. We typically select a one-month interest period, with the result that interest is calculated using one-month SOFR. Interest is paid monthly on the last business day of the month. Principal payments, payable quarterly, equal $18.3 million per annum (one percent of the full principal amount of the Term Loan following the additional amount Term Loan amounts borrowed in 2024), with the remaining principal due upon maturity. As noted below, no quarterly principal payment has been made after the first quarter in 2025 as a result of the excess cash flow payment made in May 2025.

The Revolving Facility bears interest at an annual rate equal to SOFR plus 2.5% (but without a SOFR floor) if and as drawn, with no original issue discount, a commitment fee of 0.5% per year on the undrawn amount, which was reduced to 0.375% in the first quarter of 2026 because we had a consolidated first lien net leverage ratio (as defined in the Credit Agreement) of less than 3.5 to 1.

The Term Loan contains no financial maintenance covenants. With respect to the Revolving Facility, we are required to maintain a consolidated first lien net leverage ratio of no greater than 6.25 to 1 if more than 35% of the Revolving Facility has been drawn, or subject to letter of credit exposure. The Credit Agreement contains other customary representations and warranties, affirmative and negative covenants, and events of default. We complied with all covenants under the Credit Agreement as of June 30, 2026.

The Credit Agreement restricts our ability to incur liens, engage in mergers or asset sales, pay dividends, repay subordinated indebtedness, incur indebtedness, make investments and loans, and engage in other transactions as specified in the Credit Agreement. The Credit Agreement provides for specified exceptions, including baskets measured as a percentage of trailing twelve months of earnings before interest, taxes, depreciation and amortization, and unlimited exceptions in the case of incurring indebtedness and liens and making investments, dividend payments, and payments of subordinated indebtedness, based on achievement and maintenance of specified leverage ratios. The Credit Agreement permits repayment, prepayment, and repricing transactions. The Credit Agreement also contains a mandatory prepayment sweep mechanism with respect to a portion of our excess cash flow (as defined in the Credit Agreement) in the event our consolidated first lien net leverage ratio rises above 3.5 to 1. Our mandatory excess cash flow prepayment, as specified in the Credit Agreement, was $28.6 million as of December 31, 2024. This amount was paid in May 2025. As a result, no quarterly principal payment was required for the quarters ended March 31, 2026 and June 30, 2026, and no quarterly principal payment will be required until the fourth quarter of 2026. As of December 31, 2025, our first lien net leverage ratio was below the specified leverage ratio and therefore the mandatory prepayment sweep was not required.

Credit and Guaranty Agreement

In connection with the Aireon Closing, the aggregate purchase price payable to the Sellers was approximately $366.7 million, paid in two installments: (i) 50% in cash at the Aireon Closing; and (ii) 50% deferred and in the form of a loan by the Sellers. In connection with the deferred portion of the purchase price, on the Aireon Closing Date, Iridium Monitor Holdings, as borrower, and the Sellers entered into a Credit and Guaranty Agreement (the “Credit and Guaranty Agreement”) pursuant to which the Sellers provided Iridium Monitor Holdings with a $183.4 million term loan, bearing no interest, and maturing one year following the Aireon Closing Date, to fund the deferred portion of the purchase price. The loan is secured by a first priority lien on the equity interests of Aireon Holdings and other intermediate holding company entities.

The Credit and Guaranty Agreement contains no financial maintenance covenants, and contains customary representations and warranties, affirmative and negative covenants (including limitations on indebtedness, liens, restricted payments, investments and affiliate transactions), and events of default (including payment defaults, breaches of covenants, cross-defaults, bankruptcy and change of control). Upon the occurrence of an event of default, the lenders may accelerate the obligations under the Credit and Guaranty Agreement, subject to mandatory acceleration for certain bankruptcy events. The loan is subject to voluntary prepayment at any time subject to prior written notice, and mandatory repayment out of the net cash proceeds of new indebtedness or the issuance or sale of equity interests or in the event of a change of control.

Aireon Term Loans and Credit Facility

As a result of the Aireon Closing, on a going forward basis, Aireon’s previously existing credit facility will be consolidated with our financial position and results of operations. That credit facility provides for secured term loans in the original aggregate principal amount of $175 million (the “Aireon Term Loans”) with a scheduled maturity date of October 10, 2028, and is reflected in a Credit and Guaranty Agreement, dated as of October 10, 2023, as amended by the First Amendment to Credit and Guaranty Agreement, dated as of July 2, 2026, by and among Aireon as borrower, Aireon Holdings and other subsidiaries of Aireon Holdings from time to time party thereto as guarantors (together with Aireon Holdings, the “Aireon Guarantors”), GLAS USA LLC, as administrative agent, GLAS Americas LLC, as collateral agent, and the lenders from time to time party thereto (the “Aireon Credit Agreement”). As of the filing date of this Form 10-Q, the aggregate principal balance of the Aireon Term Loans is $154.7 million.

In connection with the Aireon Closing, on July 2, 2026, we entered into a Parent Guaranty Agreement (the “Parent Guaranty”), pursuant to which we provided an unsecured guarantee of the repayment of Aireon’s obligations under the Aireon Credit Agreement.

The Aireon Term Loans bear interest at a per annum rate equal to, at Aireon’s option, either (i) a SOFR-based rate plus a margin of 6.25% or (ii) a base rate plus a margin of 5.25%. In the event of a prepayment of all or a portion of the Aireon Term Loans, subject to certain exceptions, Aireon is required to pay a prepayment premium equal to (x) 3.00% of the aggregate principal amount of Aireon Term Loans so prepaid, if such prepayment is made on or prior to October 10, 2026, and (y) 1.00% of the aggregate principal amount of Aireon Term Loans so prepaid, if such prepayment is made after October 10, 2026 and on or prior to October 10, 2027. The Aireon Credit Agreement currently requires quarterly amortization payments equal to 1.875% of the original principal amount of the Aireon Term Loans, with such quarterly amortization payments increasing to 3.125% of the original principal amount of the Aireon Term Loans beginning with the quarter ending December 31, 2026 and each quarter thereafter until maturity.

Aireon Holdings and, subject to certain exceptions, substantially all of Aireon’s existing and future direct and indirect wholly owned subsidiaries are required to guarantee the repayment of Aireon’s obligations under the Aireon Credit Agreement. The obligations of Aireon and each of the Aireon Guarantors with respect to the Aireon Credit Agreement are secured by a pledge of substantially all assets of Aireon and each Aireon Guarantor.

The Aireon Credit Agreement contains customary representations and warranties and affirmative and negative covenants applicable to Aireon Holdings and its subsidiaries, including limitations on the ability of Aireon Holdings and its subsidiaries to incur debt, permit additional liens, make investments and acquisitions, merge or consolidate with others, dispose of assets, pay dividends and distributions, pay junior indebtedness and enter into affiliate transactions, in each case, subject to certain exceptions. In addition, the Aireon Credit Agreement contains a financial covenant requiring Aireon Holdings and its subsidiaries to maintain, on a consolidated basis as of the last day of each quarterly period, a consolidated total leverage ratio, as defined in the Aireon Credit Agreement, of not more than 5.0 to 1.0. The Aireon Credit Agreement also includes events of default customary for facilities of this type. Upon the occurrence of an event of default, among other things, all outstanding Aireon Term Loans may be accelerated and collateral remedies may be exercised.

U.S. Government

A significant portion of our revenues and cash flow are derived from U.S. government contracts. During 2025, we did not experience delays in receiving payments from U.S. government agencies despite the U.S. government shutdown during the fourth quarter. While none of our contracts were impacted as a result, an extended government shutdown could result in a delay or suspension of funding for our U.S. government contracts and disrupt our cash flows and delay new contract awards.

Contractual Obligations

As of June 30, 2026, we had non-cancelable purchase obligations of approximately $11.5 million for inventory purchases with Benchmark, our primary third-party equipment supplier. Our purchase obligations, all of which are due during the next twelve months, did not change materially from the end of 2025.

As of June 30, 2026, we also had contractual obligations in the short and long term related to the Term Loan (see Note 5) and leases.

Dividends

In December 2022, our Board of Directors initiated a quarterly dividend. Total dividends paid during the six months ended June 30, 2026 and June 30, 2025 were $32.7 million and $30.8 million, respectively. We currently expect that comparable cash dividends will continue to be paid in the future, although future dividends will depend on our earnings, capital requirements, financial conditions and other factors that our Board of Directors deems relevant.

Share Repurchases

On June 28, 2026, in connection with the Transaction with Rocket Lab, our Board of Directors terminated our share repurchase program.

Cash Flows

The following table summarizes our cash flows:


	Six Months Ended June 30,
	2026		2025		Change
	(In thousands)
Cash provided by operating activities	$	185,762	$	190,696	$	(4,934)
Cash used in investing activities	$	(51,791)	$	(45,256)	$	(6,535)
Cash used in financing activities	$	(46,951)	$	(162,608)	$	115,657

Cash Flows Provided by Operating Activities

Net cash provided by operating activities for the six months ended June 30, 2026 decreased by $4.9 million from the prior year period. The changes in operating cash relate primarily to the decreased net income from increased transaction costs incurred. These changes were offset in part by a working capital decrease of approximately $11.6 million, primarily due timing of customer and vendor payments and related accruals and changes in inventory.

Cash Flows Used in Investing Activities

Net cash used in investing activities for the six months ended June 30, 2026 increased by $6.5 million as compared to the prior year period, as a result of the change in spending on capital expenditures.

Cash Flows Used in Financing Activities

Net cash used in financing activities for the six months ended June 30, 2026 decreased by $115.7 million compared to the prior year period. Cash flows used in the prior year were higher primarily due to share repurchases and the mandatory excess cash flow payment, offset in part by the $50.0 million draw down on the revolver.

U.S. Tax Regulation Update

On July 4, 2025, the One Big Beautiful Bill Act (“OBBBA”) was enacted in the U.S. The OBBBA permanently extends certain expiring provisions of the Tax Cuts and Jobs Act, modifies the international tax framework, and restores certain favorable business tax provisions, among other changes. The legislation has multiple effective dates, with certain provisions effective in 2025 and others to be implemented through 2027. We have incorporated the impact of the new legislation into our year-to-date effective tax rate and continue to assess the impact on our consolidated financial statements.

Seasonality

Our results of operations have been subject to seasonal usage changes for commercial customers, and we expect that our results will be affected by similar seasonality going forward. March through October are typically the peak months for commercial voice services revenue and related subscriber equipment sales. U.S. government revenue and commercial IoT revenue have been less subject to seasonal usage changes.

Critical Accounting Policies and Estimates

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

There have been no changes to our critical accounting policies and estimates from those described in our 2025 Form 10-K.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

We had an outstanding aggregate balance of $1,774.7 million under the Term Loan as of June 30, 2026. Under the Term Loan, we pay interest at an annual rate equal to SOFR, plus 2.25%, with a 0.75% SOFR floor. Accordingly, we have been and continue to be subject to interest rate fluctuations. The Cap began in December 2021 and manages our exposure to interest rate movements on a notional amount of $1.0 billion of the Term Loan through November 2026. The Cap provides the right for us to receive payment from the counterparty if one-month SOFR exceeds 1.436%. The interest rate was above the level of the Cap during each of the six months ended June 30, 2026 and for the full year 2025. For every SOFR increase of 25 basis points above the level of the Cap, we expect our annual interest expense to increase by an additional $1.9 million related to the unhedged portion of the Term Loan.

As of June 30, 2026, the Revolving Facility was undrawn. The Revolving Facility bears interest at SOFR plus 2.5%, without a SOFR floor. As of July 1, 2026, we fully drew our Revolving Facility and as drawn for every SOFR increase of 25 basis points, we expect our annual interest expense to increase by an additional $0.3 million.

Financial instruments that potentially subject us to concentrations of credit risk consist primarily of cash and cash equivalents, as well as accounts receivable. We maintain our cash and cash equivalents with financial institutions with high credit ratings and maintain deposits in excess of federally insured limits. The majority of our cash is invested into a money market fund invested in U.S. treasuries, agency mortgage-backed securities and/or U.S. government-guaranteed debt. Accounts receivable are due from both domestic and international customers. We perform credit evaluations of our customers’ financial condition and record reserves to provide for estimated credit losses. Accounts payable are owed to both domestic and international vendors.

ITEM 4. CONTROLS AND PROCEDURES.

Evaluation of Disclosure Controls and Procedures

Under the supervision and with the participation of our management, including our chief executive officer, who is our principal executive officer, and our chief financial officer, who is our principal financial officer, we conducted an evaluation of our disclosure controls and procedures, as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), as of the end of the period covered by this Form 10-Q. In evaluating the disclosure controls and procedures, management recognized that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives. In addition, the design of disclosure controls and procedures must reflect the fact that there are resource constraints and that management is required to apply its judgment in evaluating the benefits of possible controls and procedures relative to their costs. The design of any system of controls also is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions; over time, controls may become inadequate because of changes in conditions, or the degree of compliance with policies or procedures may deteriorate. Because of the inherent limitations in a control system, misstatements due to error or fraud may occur and not be detected.

Based on this evaluation, our chief executive officer and our chief financial officer concluded that our disclosure controls and procedures were effective to provide reasonable assurance that information required to be disclosed by us in reports we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the U.S. Securities and Exchange Commission’s rules and forms, and is accumulated and communicated to our management, including our principal executive officer and principal financial officer, as appropriate to allow timely decisions regarding required disclosures.

Changes in Internal Control Over Financial Reporting

During the quarter ended June 30, 2026, there were no changes in our internal control over financial reporting, as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II.

OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS.

There are no material pending legal proceedings, other than routine litigation incidental to our business.

ITEM 1A. RISK FACTORS.

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

Risks Related to the Anticipated Merger with Rocket Lab Corporation (the “Merger”)

We may fail to consummate the Merger on the anticipated timeline or at all, and uncertainties related to the consummation of the Merger may have a material adverse effect on our business, results of operations and financial condition and negatively impact the trading price of our common stock.

The Merger is subject to the satisfaction of a number of conditions beyond our control, including receiving requisite stockholder approval and other customary closing conditions. Failure to satisfy the conditions to the Merger could prevent or delay the completion of the Merger. Further, regulators may impose conditions, obligations or restrictions on the Merger that may have the effect of delaying or preventing its completion. If the Merger does not close, we may suffer other consequences that could adversely affect our business, financial condition, operating results, and stock price, and our stockholders would be exposed to additional risks, including, but not limited to:

•to the extent that the trading price of our common stock reflects an assumption that the Merger will be completed, the trading price of our common stock could decrease if the Merger is not completed;

•investor confidence in us could decline, stockholder litigation could be brought against us, relationships with existing and prospective customers, service providers, investors and other business partners may be adversely impacted, we may be unable to retain key personnel, and our operating results may be adversely impacted due to costs incurred in connection with the Merger;

•we have incurred, and will continue to incur, significant expenses for professional services in connection with the Merger for which we will have received little or no benefit if the Merger is not consummated;

•any disruptions to our business resulting from the announcement and pendency of the Merger, including adverse changes in our relationships with customers, suppliers, partners and employees, may continue or intensify in the event the Merger is not consummated or is significantly delayed; and

•the requirement that we pay a termination fee under certain circumstances.

The pendency of the Merger may disrupt our business and divert management’s attention from ongoing operations.

The efforts and costs to satisfy the closing conditions of the Merger may place a significant burden on management and internal resources, and the Merger and related transactions, whether or not consummated, may result in a diversion of management’s attention from day-to-day operations. Any significant diversion of management’s attention away from ongoing business and difficulties encountered in the Merger process could have a material adverse effect on our business, results of operations and financial condition. Uncertainty as to our future could adversely affect our business and our relationship with existing and potential customers, suppliers and other third parties. For example, customers, suppliers and other third parties may defer decisions concerning working with us or seek to change existing business relationships with us. Changes to, or termination of, existing business relationships could adversely affect our revenue, earnings and financial condition, as well as the market price of our common stock. The adverse effects of the pendency of the Merger could be exacerbated by any delays in completion of the Merger or termination of the Merger Agreement.

If the conditions to the Merger are not satisfied or waived, the Merger will not occur.

Even if the transactions contemplated by the Merger Agreement are approved by our stockholders, certain other specified conditions set forth in the Merger Agreement must be satisfied, to the extent permitted by applicable law, or waived to complete the Merger. We cannot assure you that all of the conditions will be satisfied or waived. If the conditions are not satisfied or waived, the Merger will not occur or will be delayed, and we may lose some or all of the intended benefits of the Merger.

Expenses related to the pending Merger are significant and will adversely affect our operating results.

We have incurred and expect to continue to incur significant expenses in connection with the pending Merger, including legal and investment banking fees. We expect these costs to have an adverse effect on our operating results. If the Merger is not consummated, we may under certain circumstances be required to pay to Rocket Lab a termination fee of $223.6 million. Our financial position and results of operations would be adversely affected if we were required to pay the termination fee.

While the Merger Agreement is in effect, we are subject to certain interim covenants.

The Merger Agreement generally requires us to operate our business in the ordinary course, subject to certain exceptions, including as required by applicable law, pending consummation of the Merger, and subjects us to customary interim operating covenants that restrict us from taking certain specified actions until the Merger is completed or the Merger Agreement is terminated in accordance with its terms. These restrictions could prevent us from pursuing certain business opportunities that may arise prior to the consummation of the Merger and may affect our ability to execute our business strategies and attain financial and other goals and may impact our financial condition, results of operations and cash flows.

We may not be able to enter into a business combination with another party on more favorable terms or at all because of restrictions in the Merger Agreement, which could adversely affect our business prospects.

While the Merger Agreement is in effect, we are generally prohibited from soliciting, initiating or knowingly encouraging, inducing or facilitating any inquiries, indications of interest, proposals or offers that constitute or may reasonably be expected to lead to certain transactions involving a third party, including a merger, sale of assets or other business combination, subject to specified exceptions. Any such transactions could be favorable to our stockholders, but we may be unable to pursue them. If the Merger Agreement is terminated and we decide to seek another business combination thereafter, we may not be able to negotiate or consummate a transaction with another party on terms comparable to, or better than, the terms of the Merger Agreement. In addition, covenants in the Merger Agreement impede our ability to make acquisitions during the pendency of the Merger, subject to specified exceptions. As a result, if the Merger is not completed, we may be at a disadvantage to our competitors during such period.

We and our directors and officers may be subject to lawsuits relating to the Merger.

Litigation is very common in connection with the sale of public companies, regardless of whether the claims have any merit. One of the conditions to consummating the Merger is that no order preventing the consummation of the Merger shall have been issued by any court. Consequently, if any such lawsuit challenging the Merger is successful in obtaining an order preventing the consummation of the Merger, that order may delay or prevent the Merger from being completed. While we will evaluate and defend against any lawsuits, the time and costs of defending against litigation relating to the Merger may adversely affect our business.

Risks Related to Aireon’s Business

Aireon’s aviation surveillance and data services business is subject to operational, regulatory, commercial and liability risks that could adversely affect our business, financial condition and results of operations.

Aireon provides space-based aircraft surveillance and related aviation data services to air navigation service providers, aviation regulatory authorities, airlines and other aviation industry participants. Aireon’s services rely on the continued availability and operation of the Iridium satellite constellation, which also supports Iridium’s other services, including the Aireon payload hosted on each Iridium space vehicle, as well as related ground, software, communications, data processing, cybersecurity and customer-interface systems. Any failure, degradation, interruption, latency, signal interference, data corruption, cybersecurity incident, GPS jamming or spoofing event, or other performance issue affecting these systems could impair Aireon’s ability to provide its services and could result in contractual claims, service credits, breach payments, termination rights, regulatory scrutiny, customer disputes, reputational harm, reduced adoption of Aireon’s services, or claims that Aireon’s services caused or contributed to airspace restrictions, aircraft delays, operational disruptions, safety events, aircraft incidents, economic losses or other damages.

Aireon’s business is also subject to evolving aviation regulatory requirements, certification expectations, governmental procurement processes, anti-corruption and sanctions compliance obligations, data-transfer and sovereignty rules, and customer budgetary constraints. In addition, Aireon revenue and growth depend on air traffic volumes, flight activity and customer usage, and therefore may be adversely affected if air traffic declines, grows more slowly than expected, or if customers reduce usage, fail to renew or adopt alternative technologies. Air traffic volumes, flight activity and customer usage have been, and may in the future be, adversely affected by factors outside of Aireon’s control, including geopolitical events, military conflicts, airspace closures or restrictions, public health crises, pandemics or other events that reduce, restrict or disrupt flight activity in customer airspace.

Insurance coverage for these and related and other aerospace, aviation, satellite, cyber, errors and omissions, professional liability and contractual indemnity risks may be limited, subject to exclusions or insufficient to cover all losses. Realization of any of these risks could materially and adversely affect our business, financial condition and results of operations.

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

Issuer Purchases of Equity Securities

There were no repurchases during the fiscal quarter ended June 30, 2026. In addition, on June 28, 2026, in connection with the Transaction with Rocket Lab, our Board of Directors terminated the Company’s share repurchase program.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES.

None.

ITEM 4. MINE SAFETY DISCLOSURES.

Not applicable.

ITEM 5. OTHER INFORMATION.

Insider trading arrangements and policies

During the three months ended June 30, 2026, none of our directors or officers (as defined in Rule 16a-1(f) under the Exchange Act) adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as those terms are defined in Item 408 of Regulation S-K.

ITEM 6. EXHIBITS.

The following list of exhibits includes exhibits submitted with this Form 10-Q as filed with the Securities and Exchange Commission.


Exhibit						Description
2.1#						Agreement and Plan of Merger, dated as of June 28, 2026, by and among Rocket Lab Corporation, Iridium Communications Inc., Ion Merger Sub I, Inc., and Ion Merger Sub II, LLC, incorporated by reference to Exhibit 2.1 of the Registrant’s Form 8-K filed on June 29, 2026.
10.1*						Iridium Communications Inc. Amended and Restated 2015 Equity Incentive Plan, incorporated by reference to Exhibit 10.1 of the Registrant’s Form 8-K filed on May 20, 2026.
10.2#						Securities Purchase Agreement, dated as of May 13, 2026, by and among Iridium Monitor Holdings LLC and the parties listed thereto, incorporated by reference to Exhibit 10.1 of the Registrant’s Form 8-K filed on May 14, 2026 .
10.3						Form of Support Agreement, incorporated by reference to Exhibit 10.1 of the Registrant’s Form 8-K filed on June 29, 2026.
31.1						Certification of Principal Executive Officer pursuant to Rules 13a-14(a) and 15d-14(a) promulgated under the Securities Exchange Act of 1934, as adopted pursuant to section 302 of The Sarbanes-Oxley Act of 2002.
31.2						Certification of Principal Financial Officer pursuant to Rules 13a-14(a) and 15d-14(a) promulgated under the Securities Exchange Act of 1934, as adopted pursuant to section 302 of The Sarbanes-Oxley Act of 2002.
32.1**						Certifications of Principal Executive Officer and Principal Financial Officer pursuant to Rules 13a-14(b) and 15d-14(b) promulgated under the Securities Exchange Act of 1934 and 18 U.S.C. Section 1350, as adopted pursuant to section 906 of The Sarbanes-Oxley Act of 2002.
101.INS						Inline XBRL Instance Document (the instance document does not appear in the Interactive Data File as its XBRL tags are embedded within the Inline XBRL document).
101.SCH						Inline XBRL Taxonomy Extension Schema with Embedded Linkbase Documents.
104						Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).





*			Denotes management contract or compensatory plan or arrangement.
**			These certifications are being furnished solely to accompany this quarterly report pursuant to 18 U.S.C. Section 1350, and are not being filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and are not to be incorporated by reference into any filing of the registrant, whether made before or after the date hereof, regardless of any general incorporation language in such filing.
#			Certain exhibits and schedules have been omitted pursuant to Item 601(a)(5) of Regulation S-K. A copy of any omitted exhibit or schedule will be furnished supplementally to the U.S. Securities and Exchange Commission upon request; provided, however that the parties may request confidential treatment pursuant to Rule 24b-2 of the Exchange Act for any document so furnished.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.


			IRIDIUM COMMUNICATIONS INC.

			By:			/s/ Vincent J. O’Neill
						Vincent J. O’Neill
						Chief Financial Officer

Date: July 22, 2026

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Date	Price Target	Rating	Analyst
7/22/2026		Neutral → Buy	New Street
5/14/2026	$40.00	Neutral	New Street
4/24/2026		Outperform → Mkt Perform	Raymond James
1/16/2026	$24.00	Overweight → Equal-Weight	Morgan Stanley
9/11/2025	$26.00	Strong Buy → Outperform	Raymond James
9/9/2025	$16.00	Neutral → Sell	BWS Financial
5/5/2025	$34.00	Outperform	Oppenheimer
4/22/2025		Mkt Perform → Outperform	William Blair

SEC Form 10-Q filed by Iridium Communications Inc

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