Form 8-K

8-K — Spire Global, Inc.

Accession: 0001193125-26-346835

Filed: 2026-08-12

Period: 2026-08-12

CIK: 0001816017

SIC: 4899 (COMMUNICATION SERVICES, NEC)

Item: Results of Operations and Financial Condition

Item: Financial Statements and Exhibits

Documents

8-K — spir-20260812.htm (Primary)

EX-99.1 (spir-ex99_1.htm)

XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K

8-K (Primary)

Filename: spir-20260812.htm · Sequence: 1

8-K

0001816017false00018160172026-08-122026-08-12

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): August 12, 2026

SPIRE GLOBAL, INC.

(Exact name of registrant as specified in its charter)

Delaware

001-39493

85-1276957

(State or other jurisdiction

of incorporation)

(Commission File Number)

(IRS Employer

Identification No.)

8000 Towers Crescent Drive

Suite 1100

Vienna, Virginia

22182

(Address of principal executive offices)

(Zip code)

Registrant’s telephone number, including area code: (202) 301-5127

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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

Title of each class

Trading

Symbol(s)

Name of each exchange on which registered

Class A common stock, par value of $0.0001 per share

SPIR

The New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

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. ☐

Item 2.02 Results of Operations and Financial Condition.

On August 12, 2026, Spire Global, Inc. (“Spire”) issued a news release announcing its financial results for the quarter ended June 30, 2026. Spire will also host an earnings call on August 12, 2026, during which Spire will discuss its financial results for the quarter ended June 30, 2026 and provide a business update. A copy of the news release issued by Spire is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

The information in Item 2.02 of this Current Report on Form 8-K and Exhibit 99.1 attached hereto shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibits

Description

99.1

News release of Spire Global, Inc. dated August 12, 2026 announcing financial results for the quarter ended June 30, 2026.

104

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

SIGNATURES

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.

SPIRE GLOBAL, INC.

Date:

August 12, 2026

By:

/s/ Alison Engel

Name:

Title:

Alison Engel

Chief Financial Officer

EX-99.1

Filename: spir-ex99_1.htm · Sequence: 2

EX-99.1

Exhibit 99.1

Spire Global Announces Second Quarter 2026 Results; Reaffirms Full-Year Revenue Guidance

●

Second quarter 2026 revenue was $18.0 million, down 6% year-over-year, and up 16% excluding the maritime business.(1) Revenue improved 14% sequentially in second quarter 2026. Excluding the maritime business, revenue improved 19% sequentially.

●

Net loss of $20.0 million in second quarter 2026 compared to prior year net income of $119.6 million. Adjusting prior year net income for $154.3 million gain on sale of business and $12.0 million loss on extinguishment of debt, second quarter net loss improved 12% year-over-year.

●

Adjusted EBITDA(1) of ($8.6) million in second quarter 2026 improved 16% compared to prior year adjusted EBITDA of ($10.2) million. Sequentially, adjusted EBITDA improved 15% in second quarter 2026.

VIENNA, VA, August 12, 2026 – Spire Global, Inc. (NYSE: SPIR) (“Spire” or the “Company”), a global provider of satellite data, analytics and intelligence, announced results for its quarter ended June 30, 2026. The Company will hold a webcast at 5:00 p.m. ET today to discuss the results.

“The role of commercial space is changing,” said Theresa Condor, Spire CEO. “Governments and businesses are looking for trusted partners that can deliver operational capabilities at scale - today. We've spent years building the technology, expertise and strategic partnerships needed to meet this moment, and the progress we've made this quarter reinforces our confidence in those opportunities ahead."

Second Quarter 2026 Highlights

Financial:

●

Second quarter 2026 GAAP revenue was $18.0 million, reflecting a 6% year-over-year decrease primarily associated with selling the maritime business at the end of April 2025. Excluding the maritime business, revenue increased 16% on a year-over-year basis and 19% sequentially. The second quarter increase was primarily driven by higher delivery of space services data and increased radio-frequency geolocation (RFGL) data purchases.

●

Second quarter 2026 GAAP gross margin declined 16 percentage points year-over-year to 34%, and non-GAAP gross margin(1) declined 14 percentage points year-over-year to 38%. Second quarter 2026 GAAP and non-GAAP gross margin declined primarily as a result of impacts associated with the WildFireSat contract, which was cancelled for convenience in the second quarter.

●

Adjusted EBITDA(1) of ($8.6) million in second quarter 2026 improved 16% compared to prior year adjusted EBITDA of ($10.2) million, primarily driven by lower operating expenses. Sequentially, adjusted EBITDA improved 15%.

●

Second quarter 2026 cash flow used in operations was $23.4 million, reflecting a 32% year-over-year improvement and a 11% sequential improvement. Cash usage in the second quarter reflected lower operating expenses. Cash flow used in operations is expected to continue to improve sequentially in third quarter and fourth quarter 2026. Cash, cash equivalents, and marketable securities as of June 30, 2026 were $91.7 million. Spire continues to maintain a debt-free balance sheet.

1 Non-GAAP Financial Measure, please see section titled Non-GAAP Financial Measures for the definition of such measures and the reconciliation tables at the end of this release for reconciliation to the most directly comparable GAAP measure.

Business:

●

During the second quarter of 2026, Spire announced strategic partnerships with Schaeffler and Diehl Defence, strengthening its long-term positioning within the European space ecosystem. The collaboration with Schaeffler brings together the company's precision engineering and manufacturing scale with Spire's proven satellite platform expertise and extensive flight heritage, with the shared intent of building a European space hardware and mission business before the end of this decade. Likewise, Spire's agreement with Diehl Defence combines Diehl Defence's expertise in air defense systems with Spire's long-standing experience in building and operating satellite constellations to support German and European defense initiatives.

●

In the second quarter of 2026, Spire continued to build momentum across its RFGL business by signing four new international RFGL customers.

●

In July 2026, Spire launched 10 satellites, bringing the total number of satellites launched during 2026 to twenty-nine. This pace of deployment reflects both the maturity of our manufacturing organization and the operational discipline built over many years.

●

In July 2026, Spire achieved a milestone in its Optical Inter-Satellite Link (O-ISL) program, successfully establishing a cross-plane laser connection between two O-ISL equipped satellites. This is the first time Spire has demonstrated a cross-plane connection, which builds on the Company's previous in-plane demonstrations. The satellites maintained a stable laser connection for over 5 minutes across a distance of approximately 5,000 kilometers - roughly the distance between New York City and London - while traveling at approximately 28,000 kilometers per hour. This technology allows satellites to communicate directly with one another in orbit via laser, enabling faster and more secure data transfer while reducing dependence on ground station proximity.

Financial Outlook

In 2025, Spire recognized revenue of $21.0 million for its maritime business. The majority of the maritime business was divested in April 2025. Spire is providing 2026 revenue, excluding maritime revenue, for comparative purposes. Based on the midpoint of its 2026 guidance, Spire expects 2026 revenue, excluding maritime revenue, to grow at over 50% from 2025. Spire is providing the following guidance for the full year ending December 31, 2026:

FY'26 Ranges

(in millions, except percentages and per share amounts)

Low

High

Revenue

75.0

85.0

Maritime revenue

3.4

Revenue excluding maritime

71.6

81.6

Revenue excluding maritime Y/Y change

Non-GAAP operating loss

(37.8

)

(32.6

)

Adjusted EBITDA

(26.0

)

(20.7

)

Non-GAAP net loss per share

(0.95

)

(0.81

)

Basic weighted average shares

37.6

Non-GAAP operating loss, adjusted EBITDA and non-GAAP loss per share included in the table above are non-GAAP measures. Please see the section titled “Non-GAAP Financial Measures” for the definition of such measures. Spire has provided a reconciliation of GAAP to non-GAAP financial measures in the tables included in this press release for its second quarter and full year 2025 and 2026, as well as its outlook for such measures for the full year 2026.

Non-GAAP Financial Measures

In addition to financial measures prepared in accordance with GAAP, this press release and the accompanying tables contain non-GAAP financial measures, including free cash flow, non-GAAP gross profit, non-GAAP gross margins, non-GAAP research and development, non-GAAP sales and marketing, non-GAAP general and administrative expenses, non-GAAP operating loss/income, non-GAAP operating margin, EBITDA, Adjusted

EBITDA, non-GAAP net loss/income, and non-GAAP net loss/income per share. Spire’s management uses these non-GAAP financial measures internally in analyzing its financial results and believes they are useful to investors, as a supplement to the corresponding GAAP financial measures, in evaluating its ongoing operational performance and trends and in comparing its financial measures with other companies in the same industry, many of which present similar non-GAAP financial measures to help investors understand the operational performance of their businesses. However, it is important to note that the particular items Spire excludes from, or includes in, its non-GAAP financial measures may differ from the items excluded from, or included in, similar non-GAAP financial measures used by other companies in the same industry. In addition, other companies may utilize metrics that are not similar to Spire’s. The non-GAAP financial information is presented for supplemental informational purposes only and is not intended to be considered in isolation or as a substitute for, or superior to, financial information prepared and presented in accordance with GAAP. There are material limitations associated with the use of non-GAAP financial measures since they exclude significant expenses and income that are required by GAAP to be recorded in Spire’s financial statements. Investors should note that the excluded items may have had, and may in the future have, a material impact on our reported financial results. Please see the reconciliation tables at the end of this release for the reconciliation of GAAP and non-GAAP results. Management encourages investors and others to review Spire’s financial information in its entirety and not rely on a single financial measure.

Spire adjusts the following items from one or more of its non-GAAP financial measures:

Change in fair value of contingent earnout liabilities and warrant liabilities. Spire excludes these non-cash gains and losses because they do not reflect the underlying operating performance of the business.

Foreign exchange (gain)/loss. Spire incurs foreign currency gains and losses on foreign currency denominated receivables and payables. As Spire does not hedge these currency exposures, realized and unrealized foreign currency gains and losses result from fluctuations in exchange rates. Since such gains and losses are driven by macroeconomic factors and can vary significantly between periods, Spire believes their exclusion is useful to management and investors in evaluating the performance of its ongoing operations on a period-to-period basis.

Other (income) expense, net. Spire excludes other expense, net because it includes non-operating items and other gains and losses that are not reflective of its core operating performance and may fluctuate between periods, such as debt prepayment penalties, legal settlements, equity investment losses, and gains or losses on asset disposals.

Stock-based compensation. Spire excludes these expenses primarily because they are non-cash charges used when we assess operating expenses and budgeting. Moreover, because of varying valuation methodologies and the award types under ASC Topic 718, Spire believes excluding stock-based compensation expenses allows investors to better compare our recurring core business results of operations and those of other companies.

Loss on decommissioned satellites and other assets write-offs. Spire excludes these charges because they represent the accelerated write-off of assets that would otherwise be accounted for as depreciation and would be excluded as part of our EBITDA calculation.

Other unusual and infrequent costs. Spire excludes these items because they are not reflective of its ongoing operating results. Examples include certain legal, accounting, and other professional fees associated with matters such as the Maritime Transaction, the SEC subpoena received in July 2025, and a Space Services customer dispute and liquidated damages associated with the 2025 Private Placement.

Other acquisition accounting amortization. Spire excludes non-cash amortization of purchased data rights and certain purchased technologies as these expenses are the result of acquisition accounting and are not indicative of its core operating performance.

Our additional non-GAAP measures include:

Free Cash Flow. Spire defines free cash flow as net cash provided by/used in operating activities less purchases of property and equipment.

EBITDA. Spire defines EBITDA as net income (loss), plus depreciation and amortization expense, plus interest expense, and plus the provision for (or minus benefit from) income taxes.

Adjusted EBITDA. Spire defines Adjusted EBITDA as earnings before interest, taxes, depreciation and amortization, further adjusted for any gain on sale of a business, loss on extinguishment of debt, change in fair value of contingent earnout liability, change in fair value of warrant liabilities, issuance of stock warrants, foreign exchange (gain) loss, other (income) expense, net, stock-based compensation, mergers and acquisition related expenses, loss on decommissioned satellites and other assets write-offs, other unusual and infrequent costs, and other acquisition accounting amortization. Spire believes Adjusted EBITDA can be useful in providing an understanding of the underlying results of operations and trends, an enhanced overall understanding of our financial performance and prospects for the future. While Adjusted EBITDA is not a recognized measure under GAAP, management uses this financial measure to evaluate and forecast business performance. Adjusted EBITDA is not intended to be a measure of liquidity or cash flows from operations or a measure comparable to net loss as it does not take into account certain requirements, such as capital expenditures and related depreciation, interest payments, tax benefits, stock-based compensation, other unusual and infrequent costs, and other acquisition accounting amortization. Adjusted EBITDA is not a presentation made in accordance with GAAP, and Spire’s use of the term Adjusted EBITDA may vary from the use of similarly titled measures by others in our industry due to the potential inconsistencies in the method of calculation and differences due to items subject to interpretation.

Additional non-GAAP measures utilized by Spire incorporate the adjustments described in the reconciliation tables below.

Conference Call

Spire will webcast a conference call to discuss the results at 5:00 p.m. Eastern Time today. The webcast will be available on Spire’s Investor Relations website at ir.spire.com. A replay of the call will be available on the site for six months.

Safe Harbor Statement

This press release contains forward-looking statements, including information about management's view of Spire’s future financial results and guidance, expectations, plans and prospects, including our views regarding future execution within our business, and the opportunity we see in our industry, within the safe harbor provisions under the Private Securities Litigation Reform Act of 1995. In some cases, you can identify forward-looking statements because they contain words such as “may,” “will,” “should,” “expect,” “plan,” “anticipate,” “could,” “would,” “intend,” “target,” “project,” “contemplate,” “believe,” “estimate,” “predict,” “potential,” “seek” or “continue” or the negative of these words or other similar terms or expressions that concern our expectations, strategy, plans or intentions. These statements involve known and unknown risks, uncertainties and other factors which may cause the results of Spire to be materially different than those expressed or implied in such statements. A description of these risks, uncertainties and assumptions, and other factors that could affect our financial results is included in our filings with the Securities and Exchange Commission, including but not limited to, Spire’s Annual Report on Form 10-K for the year ended December 31, 2025, as well as subsequent reports filed with the Securities and Exchange Commission. Other unknown or unpredictable factors also could have material adverse effects on Spire’s future results. The forward-looking statements included in this presentation are made only as of the date hereof. Spire cannot guarantee future results, levels of activity, performance or achievements. Accordingly, you should not place undue reliance on these forward-looking statements. Spire expressly disclaims any intent or obligation to update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise.

About Spire Global, Inc.

Spire (NYSE: SPIR) is a global provider of satellite data, analytics and intelligence, offering unique datasets and powerful insights about Earth so that organizations can make decisions with confidence in a rapidly changing world. Spire builds, owns, and operates a fully deployed satellite constellation that observes the Earth in real time using radio frequency technology. The data acquired by Spire’s satellites provides global weather intelligence,

ship and plane movements, and spoofing and jamming detection to better predict how their patterns impact economies, global security, business operations and the environment. Spire also offers Space as a Service solutions that empower customers to leverage its established infrastructure to put their business in space. Spire has offices across the U.S., Canada, UK, Luxembourg and Germany. To learn more, visit spire.com.

CONSOLIDATED STATEMENTS OF OPERATIONS

Three Months Ended June 30,

Six Months Ended June 30,

(In thousands, except share and per share amounts)

2026

2025

2026

2025

(Unaudited)

Revenue

18,048

19,182

33,882

43,058

Cost of revenue

11,890

9,806

21,419

24,970

Gross profit

6,158

9,376

12,463

18,088

Operating expenses:

Research and development

8,180

10,195

16,879

18,854

Sales and marketing

3,205

4,412

6,351

9,943

General and administrative

14,140

17,186

32,266

34,836

Loss on decommissioned satellites and other assets write-offs

526

1,110

1,435

6,270

Total operating expenses

26,051

32,903

56,931

69,903

Loss from operations

(19,893

)

(23,527

)

(44,468

)

(51,815

)

Other (expense) income:

Interest income

782

646

1,256

666

Interest expense

—

(1,686

)

—

(7,416

)

Gain on sale of a business

—

154,305

—

154,305

Loss on extinguishment of debt

—

(12,008

)

—

(12,008

)

Change in fair value of contingent earnout liability

—

(227

)

—

811

Change in fair value of warrant liabilities

(157

)

(2,790

)

(277

)

3,047

Foreign exchange (loss) gain

(577

)

6,965

(2,205

)

10,791

Other income (expense), net

139

(287

)

200

(511

)

Total other income (expense), net

187

144,918

(1,026

)

149,685

(Loss) income before income taxes

(19,706

)

121,391

(45,494

)

97,870

Income tax provision

263

1,801

318

1,795

Net (loss) income

(19,969

)

119,590

(45,812

)

96,075

(Loss) earnings per share:

Basic

(0.52

)

3.80

(1.28

)

3.29

Diluted

(0.52

)

3.72

(1.28

)

3.03

Weighted-average shares used in computing (loss) earnings per share

Basic

38,295,060

31,398,176

35,796,237

29,105,374

Diluted

38,295,060

32,093,646

35,796,237

30,441,536

CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS

Three Months Ended June 30,

Six Months Ended June 30,

(In thousands)

2026

2025

2026

2025

(Unaudited)

Net (loss) income

(19,969

)

119,590

(45,812

)

96,075

Other comprehensive (loss) income:

Foreign currency translation adjustments, net of tax

(320

)

7,445

(154

)

4,770

Net unrealized loss on investments, net of tax

(41

)

(71

)

Comprehensive (loss) income

(20,330

)

127,032

(46,037

)

100,842

CONSOLIDATED BALANCE SHEETS

June 30,

December 31,

(In thousands)

2026

2025

(Unaudited)

(Audited)

Assets

Current assets

Cash and cash equivalents

38,814

24,813

Marketable securities

52,858

56,969

Accounts receivable, net

6,378

4,178

Contract assets

4,646

1,778

Other current assets

7,091

6,036

Total current assets

109,787

93,774

Property and equipment, net

85,060

80,806

Operating lease right-of-use assets

7,958

10,798

Goodwill

14,880

15,450

Intangible assets, net

8,000

9,079

Other long-term assets, including restricted cash

979

1,085

Total assets

226,664

210,992

Liabilities and Stockholders’ Equity

Current liabilities

Accounts payable

12,379

14,866

Contract liabilities, current portion

32,625

35,160

Other accrued expenses

13,648

22,266

Total current liabilities

58,652

72,292

Contract liabilities, non-current

13,869

14,207

Warrant liability

383

106

Operating lease liabilities, net of current portion

6,795

8,755

Other long-term liabilities

2,680

2,704

Total liabilities

82,379

98,064

Commitments and contingencies

Stockholders’ equity

Common stock

Additional paid-in capital

683,093

605,700

Accumulated other comprehensive loss

(5,660

)

(5,435

)

Accumulated deficit

(533,152

)

(487,340

)

Total stockholders’ equity

144,285

112,928

Total liabilities and stockholders’ equity

226,664

210,992

CONSOLIDATED STATEMENTS OF CASH FLOWS

Six Months Ended June 30,

(In thousands)

2026

2025

(Unaudited)

Cash flows from operating activities

Net (loss) income

(45,812

)

96,075

Adjustments to reconcile net (loss) income to net cash used in operating activities:

Depreciation and amortization

7,081

6,937

Stock-based compensation

7,006

11,127

Amortization of operating lease right-of-use assets

1,509

1,519

Change in fair value of warrant liabilities

277

(3,047

)

Change in fair value of contingent earnout liability

—

(811

)

Loss on decommissioned satellites and disposal of assets

1,435

6,270

Loss on extinguishment of debt

—

12,008

Gain on sale of a business

—

(154,305

)

Transaction costs on sale of a business

—

(23,744

)

Other, net

(930

)

2,483

Changes in operating assets and liabilities:

Accounts receivable, net

(2,271

)

5,597

Contract assets

(3,057

)

(1,285

)

Other current assets

(1,034

)

(1,769

)

Other long-term assets

(959

)

Accounts payable

(3,039

)

(4,931

)

Contract liabilities

(2,535

)

2,497

Other accrued expenses

(5,965

)

4,097

Operating lease liabilities

(2,348

)

(1,255

)

Other long-term liabilities

—

)

Net cash used in operating activities

(49,584

)

(43,504

)

Cash flows from investing activities

Purchases of short-term investments

(52,571

)

(81,118

)

Maturities of short-term investments

57,572

—

Purchase of property and equipment

(13,422

)

(12,507

)

Proceeds from sale of a business, net of cash

—

238,948

Net cash (used in) provided by investing activities

(8,421

)

145,323

Cash flows from financing activities

Proceeds from securities purchase agreements, net

65,402

37,297

Payments on long-term debt

—

(105,742

)

Payments on long-term debt closing fees

—

(9,091

)

Proceeds from exercise of stock options

4,499

870

Proceeds from employee stock purchase plan

336

443

Net cash provided by (used in) financing activities

70,237

(76,223

)

Effect of foreign currency translation on cash, cash equivalents and restricted cash

1,754

(8,588

)

Net increase in cash, cash equivalents and restricted cash

13,986

17,008

Cash, cash equivalents and restricted cash

Beginning balance

25,392

19,684

Ending balance

39,378

36,692

GAAP to Non-GAAP Reconciliations

Three Months Ended June 30,

Six Months Ended June 30,

(In thousands)

2026

2025

2026

2025

(Unaudited)

Gross profit (GAAP)

6,158

9,376

12,463

18,088

Adjustments:

Exclude stock-based compensation

138

254

192

Exclude amortization of purchased intangibles

384

375

773

734

Exclude other acquisition accounting amortization

219

Exclude other unusual and infrequent costs

143

299

Gross profit (Non-GAAP)

6,823

9,884

13,789

19,233

Research and development (GAAP)

8,180

10,195

16,879

18,854

Adjustments:

Exclude stock-based compensation

(588

)

(837

)

(1,856

)

(1,662

)

Exclude other unusual and infrequent costs

(56

)

(437

)

(367

)

(437

)

Research and development (Non-GAAP)

7,536

8,921

14,656

16,755

Sales and marketing (GAAP)

3,205

4,412

6,351

9,943

Adjustments:

Exclude stock-based compensation

(409

)

(490

)

(730

)

(1,968

)

Exclude other unusual and infrequent costs

(35

)

(350

)

(94

)

(350

)

Sales and marketing (Non-GAAP)

2,761

3,572

5,527

7,625

General and administrative (GAAP)

14,140

17,186

32,266

34,836

Adjustments:

Exclude stock-based compensation

(1,908

)

(4,816

)

(4,166

)

(7,305

)

Exclude other unusual and infrequent costs

(3,399

)

(2,601

)

(9,371

)

(8,335

)

General and administrative (Non-GAAP)

8,833

9,769

18,729

19,196

Loss from operations (GAAP)

(19,893

)

(23,527

)

(44,468

)

(51,815

)

Adjustments:

Exclude stock-based compensation

3,043

6,222

7,006

11,127

Exclude other unusual and infrequent costs(1)

3,633

3,388

10,131

9,125

Exclude amortization of purchased intangibles

384

375

773

734

Exclude other acquisition accounting amortization

219

Exclude loss on decommissioned satellites and other assets write-offs

526

1,110

1,435

6,270

Loss from operations (Non-GAAP)

(12,307

)

(12,378

)

(25,123

)

(24,340

)

(1) Includes (i) restructuring charges of $1.3 million and $2.1 million for the three and six months ended June 30, 2026, respectively, and $1.2 million and $1.5 million for the three and six months ended June 30, 2025, respectively, (ii) legal, accounting, and other professional fees of $2.3 million and $8.0 million for the three and six months ended June 30, 2026, respectively, and $0.7 million and $6.1 million for the three and six months ended June 30, 2025, respectively, and (iii) bonus expenses associated with the Maritime Transaction of $1.5 million for each of the three and six months ended June 30, 2025.

GAAP to Non-GAAP Reconciliations (continued)

Three Months Ended June 30,

Six Months Ended June 30,

(In thousands, except for percentages, share and per share amounts)

2026

2025

2026

2025

(Unaudited)

Gross Margin (GAAP)

Adjustments:

Exclude stock-based compensation

Exclude amortization of purchased intangibles

Exclude other acquisition accounting amortization

Exclude other unusual and infrequent costs

Gross Margin (Non-GAAP)

Operating Margin (GAAP)

(110

(123

(131

(120

Adjustments:

Exclude stock-based compensation

Exclude other unusual and infrequent costs

Exclude amortization of purchased intangibles

Exclude other acquisition accounting amortization

Exclude loss on decommissioned satellites and other assets write-offs

Operating Margin (Non-GAAP)

(68

(65

(74

(57

Net loss (GAAP)

(19,969

)

119,590

(45,812

)

96,075

Adjustments:

Exclude gain on sale of a business

(154,305

)

(154,305

)

Exclude loss on extinguishment of debt

12,008

Exclude stock-based compensation

3,043

6,222

7,006

11,127

Exclude other unusual and infrequent costs(1)

3,633

3,388

10,131

9,125

Exclude amortization of purchased intangibles

384

375

773

734

Exclude other acquisition accounting amortization

219

Exclude change in fair value of contingent earnout liability

227

(811

)

Exclude change in fair value of warrant liabilities

157

2,790

277

(3,047

)

Exclude foreign exchange loss (gain)

577

(6,965

)

2,205

(10,791

)

Exclude other (income) expense, net

(139

)

287

(200

)

511

Exclude loss on decommissioned satellites and other assets write-offs

526

1,110

1,435

6,270

Net loss (Non-GAAP)

(11,788

)

(15,219

)

(24,185

)

(32,885

)

Net loss per share (GAAP)

(0.52

)

3.80

(1.28

)

3.29

Adjustments:

Exclude gain on sale of a business

(4.91

)

(5.30

)

Exclude loss on extinguishment of debt

0.38

0.41

Exclude stock-based compensation

0.08

0.20

0.38

Exclude other unusual and infrequent costs

0.09

0.11

0.28

0.31

Exclude amortization of purchased intangibles

0.01

0.02

0.03

Exclude other acquisition accounting amortization

0.00

0.01

Exclude change in fair value of contingent earnout liability

0.01

(0.03

)

Exclude change in fair value of warrant liabilities

0.09

0.01

(0.10

)

Exclude foreign exchange loss (gain)

0.02

(0.22

)

0.06

(0.37

)

Exclude other (income) expense, net

0.01

(0.01

)

0.02

Exclude loss on decommissioned satellites and other assets write-offs

0.01

0.04

0.22

Net loss per share (Non-GAAP)

(0.31

)

(0.48

)

(0.68

)

(1.13

)

Weighted-average shares used in computing basic net loss per share

38,295,060

31,398,176

35,796,237

29,105,374

GAAP to Non-GAAP Reconciliations (continued)

Three Months Ended June 30,

Six Months Ended June 30,

(In thousands)

2026

2025

2026

2025

(Unaudited)

Net loss (GAAP)

(19,969

)

119,590

(45,812

)

96,075

Depreciation and amortization

4,063

2,524

7,081

6,937

Interest, net

(782

)

1,040

(1,256

)

6,750

Income tax provision

263

1,801

318

1,795

EBITDA

(16,425

)

124,955

(39,669

)

111,557

Gain on sale of a business

(154,305

)

(154,305

)

Loss on extinguishment of debt

12,008

Change in fair value of contingent earnout liability

227

(811

)

Change in fair value of warrant liabilities

157

2,790

277

(3,047

)

Foreign exchange loss (gain)

577

(6,965

)

2,205

(10,791

)

Stock-based compensation

3,043

6,222

7,006

11,127

Other unusual and infrequent costs(1)

3,633

3,388

10,131

9,125

Loss on decommissioned satellites and other assets write-offs

526

1,110

1,435

6,270

Other acquisition accounting amortization

219

Other (income) expense, net

(139

)

287

(200

)

511

Adjusted EBITDA

(8,628

)

(10,229

)

(18,815

)

(18,137

)

Net cash used in operating activities

(23,373

)

(34,224

)

(49,584

)

(43,504

)

Purchase of property and equipment

(5,450

)

(3,606

)

(13,422

)

(12,507

)

Free Cash Flow

(28,823

)

(37,830

)

(63,006

)

(56,011

)

Revenue

18,048

19,182

33,882

43,058

Maritime

(1,474

)

(4,854

)

(3,390

)

(16,464

)

Revenue excluding Maritime

16,574

14,328

30,492

26,594

Year Ended

Three Months Ended

December 31, 2025

June 30, 2025

March 31, 2026

June 30, 2026

(Unaudited)

Total revenue

71,553

19,182

15,834

18,048

Year-over-year change

Sequential change

Maritime revenue

20,974

4,854

1,916

1,474

Revenue excluding maritime

50,579

14,328

13,918

16,574

Year-over-year change

Sequential change

GAAP to Non-GAAP Reconciliations – Full Year 2026 Financial Outlook

(In thousands, except for percentages, share and per share amounts)

FY 2026 Ranges

Low

High

Revenue

75,000

85,000

Maritime revenue

(3,400

)

(3,400

)

Revenue excluding maritime

71,600

81,600

Low

High

Loss from operations (GAAP)

(65,500

)

(60,300

)

Adjustments:

Exclude stock-based compensation

12,400

Exclude other unusual and infrequent costs

12,300

Exclude amortization of purchased intangibles

1,600

Exclude loss on decommissioned satellites and other assets write-offs

1,400

Loss from operations (Non-GAAP)

(37,800

)

(32,600

)

Low

High

Net loss per share (GAAP)

(1.74

)

(1.60

)

Adjustments:

Exclude stock-based compensation

0.33

Exclude other unusual and infrequent costs

0.33

Exclude amortization of purchased intangibles

0.04

Exclude change in fair value of warrant liabilities

Exclude foreign exchange loss (gain)

0.06

Exclude other expense (income), net

(0.01

)

(0.01

)

Exclude loss on decommissioned satellites and other assets write-offs

0.04

Net loss per share (Non-GAAP)

(0.95

)

(0.81

)

Weighted-average shares used in computing basic and diluted net loss per share

37,605,000

Low

High

Net loss (GAAP)

(65,400

)

(60,100

)

Depreciation and amortization

13,400

Interest, net

(2,500

)

(2,500

)

Income tax provision

300

EBITDA

(54,200

)

(48,900

)

Change in fair value of warrant liabilities

300

Foreign exchange loss (gain)

2,200

Other (income) expense, net

(400

)

(400

)

Stock-based compensation

12,400

Other unusual and infrequent costs

12,300

Loss on decommissioned satellites and other assets write-offs

1,400

Adjusted EBITDA

(26,000

)

(20,700

)

Contacts

For Media:

Sarah Freeman

Senior Communications Manager

Sarah.Freeman@spire.com

For Investors:

Benjamin Hackman

Head of Investor Relations

Benjamin.Hackman@spire.com

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