Form 8-K

8-K — Spire Global, Inc.

Accession: 0001193125-26-221629

Filed: 2026-05-13

Period: 2026-05-13

CIK: 0001816017

SIC: 4899 (COMMUNICATION SERVICES, NEC)

Item: Results of Operations and Financial Condition

Item: Financial Statements and Exhibits

Documents

8-K — spir-20260513.htm (Primary)

EX-99.1 (spir-ex99_1.htm)

XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K

8-K (Primary)

Filename: spir-20260513.htm · Sequence: 1

8-K

0001816017false00018160172026-05-132026-05-13

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): May 13, 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 May 13, 2026, Spire Global, Inc. (“Spire”) issued a news release announcing its financial results for the quarter ended March 31, 2026. Spire will also host an earnings call on May 13, 2026, during which Spire will discuss its financial results for the quarter ended March 31, 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 May 13, 2026 announcing financial results for the quarter ended March 31, 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:

May 13, 2026

By:

/s/ Theresa Condor

Name:

Title:

Theresa Condor

President and Chief Executive Officer

EX-99.1

Filename: spir-ex99_1.htm · Sequence: 2

EX-99.1

Exhibit 99.1

Spire Global Announces First Quarter 2026 Results

●

First quarter 2026 revenue was $15.8 million, above the high end of the guidance range, down 34% year-over-year, and up 13% excluding the maritime business(1)

●

Net loss of $25.8 million and adjusted EBITDA(1) of ($10.2) million in first quarter 2026, with adjusted EBITDA(1) above the high end of the guidance range, reflect a 10% year-over-year increase in net loss and 29% year-over-year decline in adjusted EBITDA(1)

VIENNA, VA, May 13, 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 March 31, 2026. The Company will hold a webcast at 5:00 p.m. ET today to discuss the results.

“We started the year with a clear goal of growing revenue on an ex-maritime basis, and in the first quarter, we didn't just meet our expectations - we exceeded them,” said Theresa Condor, Spire CEO. “The foundation we've built over years is now translating directly into growth, and as that momentum compounds through the year, we expect performance that reflects the potential of what we've built."

First Quarter 2026 Highlights

Financial:

●

First quarter 2026 GAAP revenue was $15.8 million, reflecting a 34% year-over-year decrease primarily associated with selling the maritime business at the end of April 2025. Excluding the maritime business, revenue increased 13% on a year-over-year basis. The first-quarter increase was primarily driven by higher radio occultation and ocean winds data sales under National Oceanic and Atmospheric Administration (NOAA) awards. The first quarter 2026 revenue result was above the high end of Spire’s financial outlook for that time period.

●

First quarter 2026 GAAP gross margin improved 4 percentage points year-over-year to 40%, and non-GAAP gross margin(1) increased 5 percentage points year-over-year to 44%. First quarter 2026 GAAP and non-GAAP gross margin improvement over first quarter 2025 primarily reflects the impact of lower software and depreciation expenses.

●

First quarter 2026 net loss was $25.8 million, a 10% increase year-over-year, and adjusted EBITDA(1) was ($10.2) million, a 29% decline year-over-year. First quarter 2026 net loss increased and adjusted EBITDA declined year-over-year primarily driven by $9.7 million in lower revenue due to the sale of the maritime business. Adjusted EBITDA for the first quarter was above the high end of Spire’s financial outlook for that period.

●

In April 2026, Spire raised $70.0 million of gross proceeds for working capital and general corporate purposes, including, without limitation, accelerating growth across emerging opportunities in the U.S. and international markets for space reconnaissance and government procurement of commercial space-based weather data. First quarter 2026 cash flow used in operations was $26.2 million. Cash usage in the quarter reflected working‑capital dynamics and elevated legal and professional fees. Cash, cash equivalents, and marketable securities as of March 31, 2026 were $49.5 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 first quarter of 2026, Spire launched 19 satellites across 2 missions, including Spire's Hyperspectral Microwave Sounder (HyMS) satellite demonstrator, a compact, space-ready sensor built to advance global weather forecasting from space. Also during the quarter, Spire successfully received its first data from the HyMS demonstrator satellite, marking the mission's "first light" milestone and validating its hyperspectral microwave sensing capabilities with our end user community.

●

In the first quarter of 2026, Spire continued to build momentum across its radio-frequency geolocation (RFGL) business. Two launches in the first quarter expanded the Company's collection capacity with six new satellite pairings. That infrastructure growth translated directly into commercial traction, with five new RFGL orders from U.S. customers and three new international RFGL customer awards in the quarter.

●

The launches during the first quarter of 2026 also included Spire's seventh Optical Inter-Satellite Link (OISL) satellite, marking a further development in the Company's capabilities for direct optical communication between satellites. This technology enables satellites to communicate directly in orbit using laser links, facilitating faster, more secure data delivery and reducing reliance on ground station proximity.

●

During the first quarter of 2026, Spire successfully demonstrated single-satellite RFGL techniques on orbit, including the detection and geolocation of S-band and X-band radio frequency signals. Traditionally, RFGL relies on multiple satellites operating together to determine the origin of a signal. Spire's single-satellite RFGL capability expands the Company's RF sensing capabilities by enabling the identification and geolocation of higher-frequency emitters, including S- and X-band signals, using sensors onboard a single satellite.

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. Beginning this quarter, Spire will no longer be providing quarterly financial guidance. Spire believes full year guidance better reflects the nature of the business as large government and enterprise contracts close on customer timelines that do not always align with quarterly reporting. 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

3.7

Revenue excluding maritime

71.3

81.3

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

(0.93

)

(0.79

)

Basic weighted average shares

37.9

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 first 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. 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. Certain of these risk factors and others are included in documents Spire files with the SEC, 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 SEC. 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. Finally, 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 March 31,

(In thousands, except share and per share amounts)

2026

2025

(Unaudited)

Revenue

15,834

23,876

Cost of revenue

9,529

15,164

Gross profit

6,305

8,712

Operating expenses:

Research and development

8,699

8,659

Sales and marketing

3,146

5,531

General and administrative

18,126

17,650

Loss on decommissioned satellites and other assets write-offs

909

5,160

Total operating expenses

30,880

37,000

Loss from operations

(24,575

)

(28,288

)

Other (expense) income:

Interest income

474

Interest expense

—

(5,730

)

Change in fair value of contingent earnout liability

—

1,038

Change in fair value of warrant liabilities

(120

)

5,837

Foreign exchange (loss) gain

(1,628

)

3,826

Other income (expense), net

(224

)

Total other (expense) income, net

(1,213

)

4,767

Loss before income taxes

(25,788

)

(23,521

)

Income tax provision (benefit)

)

Net loss

(25,843

)

(23,515

)

Basic and diluted net loss per share

(0.78

)

(0.88

)

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

33,269,650

26,787,097

CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS

Three Months Ended March 31,

(In thousands)

2026

2025

(Unaudited)

Net loss

(25,843

)

(23,515

)

Other comprehensive loss:

Foreign currency translation adjustments

166

(2,675

)

Net unrealized loss on investments

(net of tax)

(30

)

—

Comprehensive loss

(25,707

)

(26,190

)

CONSOLIDATED BALANCE SHEETS

March 31,

December 31,

(In thousands)

2026

2025

(Unaudited)

(Audited)

Assets

Current assets

Cash and cash equivalents

16,048

24,813

Marketable securities

33,409

56,969

Accounts receivable, net

7,040

4,178

Contract assets

1,929

1,778

Other current assets

6,003

6,036

Total current assets

64,429

93,774

Property and equipment, net

83,969

80,806

Operating lease right-of-use assets

9,740

10,798

Goodwill

15,193

15,450

Intangible assets, net

8,547

9,079

Other long-term assets, including restricted cash

978

1,085

Total assets

182,856

210,992

Liabilities and Stockholders’ Equity

Current liabilities

Accounts payable

15,967

14,866

Contract liabilities, current portion

35,992

35,160

Other accrued expenses

16,562

22,266

Total current liabilities

68,521

72,292

Contract liabilities, non-current

12,435

14,207

Warrant liability

226

106

Operating lease liabilities, net of current portion

7,834

8,755

Other long-term liabilities

2,634

2,704

Total liabilities

91,650

98,064

Commitments and contingencies

Stockholders’ equity

Common stock

Additional paid-in capital

609,684

605,700

Accumulated other comprehensive loss

(5,299

)

(5,435

)

Accumulated deficit

(513,183

)

(487,340

)

Total stockholders’ equity

91,206

112,928

Total liabilities and stockholders’ equity

182,856

210,992

CONSOLIDATED STATEMENTS OF CASH FLOWS

Three Months Ended March 31,

(In thousands)

2026

2025

(Unaudited)

Cash flows from operating activities

Net loss

(25,843

)

(23,515

)

Adjustments to reconcile net loss to net cash used in operating activities:

Depreciation and amortization

3,018

4,413

Stock-based compensation

3,963

4,905

Amortization of operating lease right-of-use assets

799

746

Change in fair value of warrant liabilities

120

(5,837

)

Change in fair value of contingent earnout liability

—

(1,038

)

Loss on decommissioned satellites and disposal of assets

909

5,160

Other, net

(521

)

1,629

Changes in operating assets and liabilities:

Accounts receivable, net

(2,916

)

2,584

Contract assets

(258

)

(1,619

)

Other current assets

(188

)

Other long-term assets

103

451

Accounts payable

1,203

(3,819

)

Contract liabilities

(628

)

1,958

Other accrued expenses

(4,885

)

6,328

Operating lease liabilities

(1,341

)

(579

)

Other long-term liabilities

—

)

Net cash used in operating activities

(26,211

)

(8,429

)

Cash flows from investing activities

Maturities of short-term investments

23,972

—

Purchase of property and equipment

(7,972

)

(8,901

)

Net cash provided by (used in) investing activities

16,000

(8,901

)

Cash flows from financing activities

Proceeds from Securities Purchase Agreements, net

—

37,297

Proceeds from exercise of stock options

640

Net cash provided by financing activities

37,937

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

1,412

(3,828

)

Net (decrease) increase in cash, cash equivalents and restricted cash

(8,778

)

16,779

Cash, cash equivalents and restricted cash

Beginning balance

25,392

19,684

Ending balance

16,614

36,463

GAAP to Non-GAAP Reconciliations

Three Months Ended March 31,

(In thousands)

2026

2025

(Unaudited)

Gross profit (GAAP)

6,305

8,712

Adjustments:

Exclude stock-based compensation

116

113

Exclude amortization of purchased intangibles

389

375

Exclude other acquisition accounting amortization

165

Exclude other unusual and infrequent costs

156

Gross profit (Non-GAAP)

6,966

9,365

Research and development (GAAP)

8,699

8,659

Adjustments:

Exclude stock-based compensation

(1,268

)

(825

)

Exclude other unusual and infrequent costs

(311

)

Research and development (Non-GAAP)

7,120

7,834

Sales and marketing (GAAP)

3,146

5,531

Adjustments:

Exclude stock-based compensation

(321

)

(1,478

)

Exclude other unusual and infrequent costs

(59

)

Sales and marketing (Non-GAAP)

2,766

4,053

General and administrative (GAAP)

18,126

17,650

Adjustments:

Exclude stock-based compensation

(2,258

)

(2,489

)

Exclude other unusual and infrequent costs

(5,972

)

(5,737

)

General and administrative (Non-GAAP)

9,896

9,424

Loss from operations (GAAP)

(24,575

)

(28,288

)

Adjustments:

Exclude stock-based compensation

3,963

4,905

Exclude other unusual and infrequent costs(1)

6,498

5,737

Exclude amortization of purchased intangibles

389

375

Exclude other acquisition accounting amortization

165

Exclude loss on decommissioned satellites and other assets write-offs

909

5,160

Loss from operations (Non-GAAP)

(12,816

)

(11,946

)

(1) Includes (i) restructuring charges of $0.7 million and $0.3 million for the three months ended March 31, 2026 and 2025, respectively, and (ii) legal, accounting, and other professional fees of $5.8 million and $5.4 million for the three months ended March 31, 2026 and 2025, respectively.

GAAP to Non-GAAP Reconciliations (continued)

Three Months Ended March 31,

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

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)

(155

(118

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)

(81

(50

Net loss (GAAP)

(25,843

)

(23,515

)

Adjustments:

Exclude stock-based compensation

3,963

4,905

Exclude other unusual and infrequent costs(1)

6,498

5,737

Exclude amortization of purchased intangibles

389

375

Exclude other acquisition accounting amortization

165

Exclude change in fair value of contingent earnout liability

(1,038

)

Exclude change in fair value of warrant liabilities

120

(5,837

)

Exclude foreign exchange loss (gain)

1,628

(3,826

)

Exclude other (income) expense, net

(61

)

224

Exclude loss on decommissioned satellites and other assets write-offs

909

5,160

Net loss (Non-GAAP)

(12,397

)

(17,650

)

Net loss per share (GAAP)

(0.78

)

(0.88

)

Adjustments:

Exclude stock-based compensation

0.12

0.18

Exclude other unusual and infrequent costs

0.20

0.21

Exclude amortization of purchased intangibles

0.01

Exclude other acquisition accounting amortization

0.01

Exclude change in fair value of contingent earnout liability

(0.03

)

Exclude change in fair value of warrant liabilities

(0.22

)

Exclude foreign exchange loss (gain)

0.05

(0.14

)

Exclude other (income) expense, net

0.01

Exclude loss on decommissioned satellites and other assets write-offs

0.03

0.19

Net loss per share (Non-GAAP)

(0.37

)

(0.66

)

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

33,269,650

26,787,097

GAAP to Non-GAAP Reconciliations (continued)

Three Months Ended March 31,

(In thousands)

2026

2025

(Unaudited)

Net loss (GAAP)

(25,843

)

(23,515

)

Depreciation and amortization

3,018

4,413

Interest, net

(474

)

5,710

Income tax provision (benefit)

)

EBITDA

(23,244

)

(13,398

)

Change in fair value of contingent earnout liability

(1,038

)

Change in fair value of warrant liabilities

120

(5,837

)

Foreign exchange loss (gain)

1,628

(3,826

)

Stock-based compensation

3,963

4,905

Other unusual and infrequent costs(1)

6,498

5,737

Loss on decommissioned satellites and other assets write-offs

909

5,160

Other acquisition accounting amortization

165

Other (income) expense, net

(61

)

224

Adjusted EBITDA

(10,187

)

(7,908

)

Net cash used in operating activities

(26,211

)

(8,429

)

Purchase of property and equipment

(7,972

)

(8,901

)

Free Cash Flow

(34,183

)

(17,330

)

Revenue

15,834

23,876

Maritime

(1,916

)

(11,610

)

Revenue excluding Maritime

13,918

12,266

Year Ended

Three Months Ended

December 31, 2025

March 31, 2025

December 31, 2025

March 31, 2026

(Unaudited)

Total revenue

71,553

23,876

15,825

15,834

Year-over-year change

(34

Sequential change

Maritime revenue

20,974

11,610

2,015

1,916

Revenue excluding maritime

50,579

12,266

13,810

13,918

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

(3,700

)

(3,700

)

Revenue excluding maritime

71,300

81,300

Low

High

Loss from operations (GAAP)

(60,200

)

(55,000

)

Adjustments:

Exclude stock-based compensation

10,100

Exclude other unusual and infrequent costs

11,000

Exclude amortization of purchased intangibles

400

Exclude loss on decommissioned satellites and other assets write-offs

900

Loss from operations (Non-GAAP)

(37,800

)

(32,600

)

Low

High

Net loss per share (GAAP)

(1.55

)

(1.41

)

Adjustments:

Exclude stock-based compensation

0.27

Exclude other unusual and infrequent costs

0.29

Exclude amortization of purchased intangibles

0.01

Exclude change in fair value of warrant liabilities

Exclude foreign exchange loss (gain)

0.04

Exclude other expense (income), net

(0.01

)

(0.01

)

Exclude loss on decommissioned satellites and other assets write-offs

0.02

Net loss per share (Non-GAAP)

(0.93

)

(0.79

)

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

37,905,000

Low

High

Net loss (GAAP)

(58,900

)

(53,600

)

Depreciation and amortization

12,000

Interest, net

(2,500

)

(2,500

)

Income tax provision

100

EBITDA

(49,300

)

(44,000

)

Change in fair value of warrant liabilities

100

Foreign exchange loss (gain)

1,600

Other expense, net

(400

)

(400

)

Stock-based compensation

10,100

Other unusual and infrequent costs

11,000

Loss on decommissioned satellites and other assets write-offs

900

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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