# York Space Systems Inc. (YSS)

Informational only - not investment advice.

CIK: 0002086587
SIC: 3760 Guided Missiles & Space Vehicles & Parts
SIC breadcrumb: [Manufacturing](/division/D/) > [Transportation Equipment](/major-group/37/) > [SIC 3760 Guided Missiles & Space Vehicles & Parts](/industry/3760/)
Latest 10-K filed: 2026-03-20
SEC page: https://www.sec.gov/edgar/browse/?CIK=2086587
Filing source: https://www.sec.gov/Archives/edgar/data/2086587/000162828026019923/yorkspacesystemsinc10-k.htm

## Selected Fundamentals
| Metric | Value | Unit | FY | Filed |
| --- | ---: | --- | ---: | --- |


## Financials

No standardized annual SEC companyfacts metrics were extracted for this company.

## Quarterly

Quarterly standardized facts from SEC companyfacts as of latest extracted filing date 2026-05-15. Source: https://data.sec.gov/api/xbrl/companyfacts/CIK0002086587.json.

Flow metrics use discrete quarter-length periods from 10-Q/10-Q/A filings. Q4 revenue and net income are derived only when annual FY and nine-month YTD facts exist for the same fiscal year; derived Q4 values are labeled. EPS Q4 is not derived.

| Quarter | End date | Revenue | Net income | Diluted EPS | Method |
| --- | --- | ---: | ---: | ---: | --- |
| 2026-Q1 | 2026-03-31 | 116,343,000 | -114,842,000 | -1.51 | reported discrete quarter |

## Macro Cross-References
- [CPIAUCSL](/indicator/CPIAUCSL/): Consumer Price Index for All Urban Consumers: All Items in U.S. City Average
- [UNRATE](/indicator/UNRATE/): Unemployment Rate
- [FEDFUNDS](/indicator/FEDFUNDS/): Federal Funds Effective Rate
- [CES0500000003](/indicator/CES0500000003/): Average Hourly Earnings of All Employees, Total Private
- [DFEDTARU](/indicator/DFEDTARU/): Federal Funds Target Range - Upper Limit
- [DFEDTARL](/indicator/DFEDTARL/): Federal Funds Target Range - Lower Limit
- [DGS3MO](/indicator/DGS3MO/): Market Yield on U.S. Treasury Securities at 3-Month Constant Maturity
- [DGS2](/indicator/DGS2/): Market Yield on U.S. Treasury Securities at 2-Year Constant Maturity
- [DGS10](/indicator/DGS10/): Market Yield on U.S. Treasury Securities at 10-Year Constant Maturity
- [DGS30](/indicator/DGS30/): Market Yield on U.S. Treasury Securities at 30-Year Constant Maturity
- [T10Y2Y](/indicator/T10Y2Y/): 10-Year Treasury Constant Maturity Minus 2-Year Treasury Constant Maturity
- [CPILFESL](/indicator/CPILFESL/): Consumer Price Index for All Urban Consumers: All Items Less Food and Energy
- [CPIUFDSL](/indicator/CPIUFDSL/): Consumer Price Index for All Urban Consumers: Food
- [CPIENGSL](/indicator/CPIENGSL/): Consumer Price Index for All Urban Consumers: Energy
- [CUSR0000SAH1](/indicator/CUSR0000SAH1/): Consumer Price Index for All Urban Consumers: Shelter
- [PCEPI](/indicator/PCEPI/): Personal Consumption Expenditures: Chain-type Price Index
- [PCEPILFE](/indicator/PCEPILFE/): Personal Consumption Expenditures Excluding Food and Energy: Chain-type Price Index
- [PPIACO](/indicator/PPIACO/): Producer Price Index by Commodity: All Commodities
- [T10YIE](/indicator/T10YIE/): 10-Year Breakeven Inflation Rate
- [U6RATE](/indicator/U6RATE/): Total Unemployed, Plus All Marginally Attached Workers Plus Total Employed Part Time for Economic Reasons
- [PAYEMS](/indicator/PAYEMS/): All Employees, Total Nonfarm
- [CIVPART](/indicator/CIVPART/): Labor Force Participation Rate
- [EMRATIO](/indicator/EMRATIO/): Employment-Population Ratio
- [UNEMPLOY](/indicator/UNEMPLOY/): Unemployed
- [CE16OV](/indicator/CE16OV/): Employment Level
- [ICSA](/indicator/ICSA/): Initial Claims
- [JTSJOL](/indicator/JTSJOL/): Job Openings: Total Nonfarm
- [JTSQUR](/indicator/JTSQUR/): Quits: Total Nonfarm
- [GDPC1](/indicator/GDPC1/): Real Gross Domestic Product
- [A191RL1Q225SBEA](/indicator/A191RL1Q225SBEA/): Real Gross Domestic Product: Percent Change from Preceding Period
- [INDPRO](/indicator/INDPRO/): Industrial Production: Total Index
- [TCU](/indicator/TCU/): Capacity Utilization: Total Index
- [HOUST](/indicator/HOUST/): New Privately-Owned Housing Units Started: Total Units
- [PERMIT](/indicator/PERMIT/): New Privately-Owned Housing Units Authorized in Permit-Issuing Places: Total Units
- [RSAFS](/indicator/RSAFS/): Advance Retail Sales: Retail Trade
- [PCE](/indicator/PCE/): Personal Consumption Expenditures
- [DSPIC96](/indicator/DSPIC96/): Real Disposable Personal Income
- [PSAVERT](/indicator/PSAVERT/): Personal Saving Rate
- [M2SL](/indicator/M2SL/): M2
- [BOPGSTB](/indicator/BOPGSTB/): U.S. International Trade in Goods and Services: Balance
- [MSPUS](/indicator/MSPUS/): Median Sales Price of Houses Sold for the United States
- [HSN1F](/indicator/HSN1F/): New One Family Houses Sold: United States
- [RHORUSQ156N](/indicator/RHORUSQ156N/): Homeownership Rate in the United States
- [TTLCONS](/indicator/TTLCONS/): Total Construction Spending: Total Construction in the United States
- [RRVRUSQ156N](/indicator/RRVRUSQ156N/): Rental Vacancy Rate in the United States
- [TOTALSL](/indicator/TOTALSL/): Total Consumer Credit Owned and Securitized
- [REVOLSL](/indicator/REVOLSL/): Revolving Consumer Credit Owned and Securitized
- [DRCCLACBS](/indicator/DRCCLACBS/): Delinquency Rate on Credit Card Loans, All Commercial Banks
- [GDP](/indicator/GDP/): Gross Domestic Product
- [GPDI](/indicator/GPDI/): Gross Private Domestic Investment
- [GCE](/indicator/GCE/): Government Consumption Expenditures and Gross Investment
- [PCEC](/indicator/PCEC/): Personal Consumption Expenditures
- [NETEXP](/indicator/NETEXP/): Net Exports of Goods and Services
- [GFDEBTN](/indicator/GFDEBTN/): Federal Debt: Total Public Debt
- [GFDEGDQ188S](/indicator/GFDEGDQ188S/): Federal Debt: Total Public Debt as Percent of Gross Domestic Product
- [FYFSD](/indicator/FYFSD/): Federal Surplus or Deficit
- [FGRECPT](/indicator/FGRECPT/): Federal Government Current Receipts
- [FGEXPND](/indicator/FGEXPND/): Federal Government: Current Expenditures
- [MANEMP](/indicator/MANEMP/): All Employees, Manufacturing
- [USCONS](/indicator/USCONS/): All Employees, Construction
- [USTRADE](/indicator/USTRADE/): All Employees, Retail Trade
- [USFIRE](/indicator/USFIRE/): All Employees, Financial Activities
- [USGOVT](/indicator/USGOVT/): All Employees, Government
- [AWHAETP](/indicator/AWHAETP/): Average Weekly Hours of All Employees, Total Private
- [DGORDER](/indicator/DGORDER/): Manufacturers' New Orders: Durable Goods
- [NEWORDER](/indicator/NEWORDER/): Manufacturers' New Orders: Nondefense Capital Goods Excluding Aircraft
- [BUSINV](/indicator/BUSINV/): Total Business Inventories
- [EXPGS](/indicator/EXPGS/): Exports of Goods and Services
- [IMPGS](/indicator/IMPGS/): Imports of Goods and Services
- [IR](/indicator/IR/): Import Price Index (End Use): All Commodities
- [PPIFIS](/indicator/PPIFIS/): Producer Price Index by Commodity: Final Demand

## Latest quarter (10-Q)

Latest 10-Q source: https://www.sec.gov/Archives/edgar/data/2086587/000162828026035244/yss-20260331.htm

Extracted structurally from real Item 2 body heading to real Item 3/4 boundary.
Confidence: high
Filing date: 2026-05-15
Report date: 2026-03-31

Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations

The following is a discussion and analysis of our financial condition and results of operations as of, and for, the periods presented. You should read the following discussion and analysis of the Company’s financial condition and results of operations together with "Risk Factors" in Item 1A of Part I of the 2025 Annual Report on Form 10-K, the section entitled "Special Note Regarding Forward-Looking Statements" and our unaudited condensed consolidated financial statements and related notes included in Item 1, Part I of this Quarterly Report on Form 10-Q. This discussion and analysis contains forward-looking statements, including statements regarding our expectations for the future of our business and our liquidity and capital resources as well as other non-historical statements. These statements are based upon our current plans, expectations, and beliefs, and are subject to numerous risks and uncertainties, including but not limited to the risks and uncertainties described in “Risk Factors” in Item 1A of Part I of the 2025 Annual Report on Form 10-K and the section entitled “Special Note Regarding Forward-Looking Statements.” Our actual results may differ materially from those contained in or implied by these forward-looking statements.

Business Overview

On January 28, 2026, the Registration Statement on Form S-1 filed with respect to our IPO was declared effective and on January 29, 2026, our stock began trading on the New York Stock Exchange (the "NYSE") under the ticker “YSS”. Refer to Note 1 – Description of Business and Basis of Presentation of the accompanying notes to the unaudited condensed consolidated financial statements included in Part I of this Quarterly Report on Form 10-Q for additional information.

York is a leading, U.S.-based, national defense and commercial prime providing a comprehensive suite of mission-critical solutions for national security, government and commercial customers. York is one of the only space and defense primes with proprietary hardware and software capabilities designed to address customers’ complex mission requirements across the critical elements of the entire space ecosystem throughout the mission lifecycle. York is a partner of choice for our customers, with differentiated performance versus traditional primes based on price, speed to deployment, and sophistication of capabilities. For contracts which we have been awarded, our price per satellite has been approximately half the price per satellite of our competitors. We have also been the first to deliver and launch satellites for multiple PWSA programs. York is the first and only company to demonstrate Link-16 connectivity from space, highlighting our unique and innovative capabilities.

York is purpose built to address evolving national security space challenges and to adapt to the ongoing shift in the U.S. government’s mission needs and procurement processes, where economics, agility, rapid capabilities, and heritage drive customer decision making. We deliver mission-critical solutions in a zero-tolerance for error environment where systems must work, and we believe we are positioned to capture outsized growth in our core markets. York provides customers a vertically integrated, full technology stack of solutions including design, production, integration, and operation of spacecraft with turnkey offerings to manage spacecraft and constellations throughout their entire mission lifecycle. York has significant space heritage, having 74 missions with flight heritage, created 17 products with flight heritage, and logged over four million on-orbit hours. York’s position as a prime enables us to monetize the entire space vertical from launch to mission operations, from spacecraft to payloads, and from edge computing to data transfer.

York was founded to create an innovative space technology mission prime, with a goal of meeting the evolving national security threats from space by providing mission-critical spacecraft at scale, faster, and at lower cost. We provide our customers with the ability to quickly and effectively field responsive space-based technologies. We have a demonstrated ability to win contracts in space and are a trusted partner to U.S. national security, intelligence and defense agencies, such as the U.S. Air Force and classified customers, as well as commercial and civil customers. Our proprietary hardware, software and mission operations solutions are designed to address the United States’ national security priorities: missile defense (crucial to the Golden Dome), counter-space capabilities, space domain awareness, space data network and space sensing and targeting capabilities.

Our capabilities include a differentiated suite of spacecraft solutions with proven, common technologies. We offer the S-CLASS, LX-CLASS, and M-CLASS spacecraft, which are high-quality, low-cost satellite platforms that are proven and scalable to a wide array of space market needs. Our spacecraft are supported by proprietary satellite software enabling versatile integration of a variety of payloads for customers and supply chain commonalities across platforms.

Our model allows us to capture recurring revenue driven by ongoing satellite-based software and services as well as hardware replacement cycles. Once spacecraft are fielded, we provide continuous operational support, downlink antenna usage, and proprietary software solutions, including on-spacecraft upgrades during the full orbital lifespan. Contracts have

28

historically provided a fixed cost for software maintenance with upgrade options available for purchase. The expected replacement cycle for the current portfolio of space vehicles is approximately five to six years. Our full lifecycle solution and ongoing operational support distinguishes us from our competitors, positioning us to act as prime for the replacement and potential expansion of competitors’ aging constellations. As a result, we expect our recurring revenue to increase as the installed base of spacecraft in orbit grows, creating a highly visible revenue model, accelerating growth and increasing margins.

We have significant production capability and believe we will be able to meet demand to manufacture and test over 1,000 satellites annually, supporting our position as a leader in rapid, high volume spacecraft delivery. This investment in infrastructure is meant to create a durable competitive advantage, enabling us to capitalize on the rapidly growing space economy with the ability to reliably deliver spacecraft faster and more affordably than traditional primes.

Backlog

We view backlog as a key measure of our business growth. Backlog represents our estimate of the revenue we expect to realize in future periods as a result of performing work on contracts that have been awarded to us (net of any revenue already recognized as of the backlog date). We include the aggregate expected revenue of awarded contracts in our backlog upon the execution of a legally binding agreement, even though our contracts include certain termination rights exercisable by our customers with advance notice. We exclude unexercised contract options from our backlog. Contract liabilities recognized on our unaudited condensed consolidated balance sheets consists of payments and billings that we have received in excess of revenue that we have recognized. Because cash receipts from these contracts have not been recognized into revenue, they are included in our backlog calculation.

We monitor our backlog because we believe it is a forward-looking indicator of potential sales which can be helpful to investors in evaluating the performance of our business and identifying trends over time. Although backlog reflects business associated with contracts that are considered to be firm, terminations, amendments, or contract cancellations may occur, which could result in a reduction in our total backlog and potential future revenue that is never recognized.

($ in thousands)

As of March 31, 2026

As of December 31, 2025

Backlog

$

642,298 

$

542,557 

The increase in backlog as of March 31, 2026 compared to December 31, 2025 was primarily due to the execution of a new commercial contract during the period partially offset by revenue recognized during the period. We expect to recognize over 55% of our backlog as of March 31, 2026 as revenue within the next 12 months, and the balance thereafter.

Recent Developments

Initial Public Offering

    On January 29, 2026, the Company's common stock began trading on the NYSE under the ticker "YSS". In its IPO, the Company sold a total of 18.5 million shares of its common stock at a public offering price of $34.00 per share, for an aggregate offering price of $629 million. The Company received net proceeds of $583.4 million, net of $36.2 million of underwriting discounts and commissions and $9.4 million of offering costs. The proceeds from the IPO will be used for general corporate and working capital purposes.

Corporate Conversion and Common Control Reorganization

Prior to January 28, 2026, we operated as a Delaware limited liability company under the name Yellowstone Midco Holdings II, LLC (“Midco II”). On January 28, 2026, prior to the effectiveness of the Registration Statement, Midco II converted into a Delaware corporation pursuant to a statutory conversion and changed its name to York Space Systems Inc.

At the time of the Corporate Conversion, all units of Midco II were converted into shares of the Company's common stock, and immediately following the Corporate Conversion, Holdings distributed all shares of the Company's common stock received upon conversion of the common units of Midco II to its limited partners and liquidated. As a result

29

of the Holdings Liquidation, all partners of Holdings, including investment funds managed by AE Industrial Partners, LP became direct holders of the Company's common stock.

New Commercial Contract

In February 2026, we executed a contract with a commercial customer for M-CLASS satellites from which we expect to generate revenue of approximately $187 million over the course of the contract. We have begun work with the customer refining payload selection and we expect the work to continue in subsequent years.

Orbion Space Technology Acquisition

On March 6, 2026, we entered into the Orbion Merger Agreement. Pursuant to the Orbion Merger Agreement, we acquired all of the issued and outstanding equity interests of Orbion in exchange for consideration consisting of cash totaling $11.2 million and 2,812,141 shares of the Company's common stock. Pursuant to the Orbion Merger Agreement, the number of shares delivered to the sellers was calculated using an agreed upon price of $34.00 per share. Orbion is a Michigan-based manufacturer of flight-proven electric propulsion systems. Refer to Note 4 – Acquisitions of the accompanying notes to the unaudited condensed consolidated financial statements included in Part I, Item 1 in this Quarterly Report on Form 10-Q for additional information.

All.Space Holdings, Inc. Acquisition

On April 29, 2026, we entered into the "All.Space Merger Agreement" with All.Space. Pursuant to the All.Space Merger Agreement, the Company agreed to undertake a series of contributions, after which the Company will acquire the outstanding equity interests of All.Space which will become an indirect wholly owned subsidiary of the Company. The purchase price to be paid by the Company is $355 million, which will be comprised of approximately $155 million in cash and the issuance of up to 5.9 million shares. The transaction is subject to customary closing conditions, including the receipt of all required regulatory approvals and clearances (or, where applicable, the expiration or termination of waiting periods), including those relating to antitrust, foreign investment and telecommunications matter

[Excerpt truncated for page length; source filing is linked above.]

## Latest 10-K MD&A

Extracted structurally from real Item 7 body heading to real Item 7A/8 boundary.
Confidence: high

Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations

The following is a discussion and analysis of our financial condition and results of operations as of, and for, the periods presented. You should read the following discussion and analysis of the Company’s financial condition and results of operations together with "Risk Factors" in Item 1A of Part I of this Annual Report on Form 10-K, the section entitled "Special Note Regarding Forward-Looking Statement" and our audited consolidated financial statements and related notes included in Item 8 of Part II of this Annual Report on Form 10-K. This discussion and analysis contains forward-looking statements, including statements regarding our expectations for the future of our business and our liquidity and capital resources as well as other non-historical statements. These statements are based upon our current plans, expectations, and beliefs, and are subject to numerous risks and uncertainties, including but not limited to the risks and uncertainties described in “Risk Factors” in Item 1A of Part I of this Annual Report on Form 10-K and the section entitled “Special Note Regarding Forward-Looking Statements.” Our actual results may differ materially from those contained in or implied by these forward-looking statements.

Business Overview

On January 28, 2026, the Registration Statement was declared effective and on January 29, 2026, our stock began trading on the NYSE under the ticker “YSS”. Refer to Note 1 – Description of Business and Basis of Presentation of the accompanying notes to the audited consolidated financial statements included in Item 8 of Part II of this Annual Report on Form 10-K for additional information.

Our primary operating entity, York Space Systems is a leading, U.S.-based, space and defense prime providing a comprehensive suite of mission-critical solutions for national security, government and commercial customers. York is one of the only space and defense primes with proprietary hardware and software capabilities designed to address customers’ complex mission requirements across the critical elements of the entire space ecosystem throughout the mission lifecycle. York is a partner of choice for our customers, with differentiated performance versus traditional primes based on price, speed to deployment, and sophistication of capabilities. For contracts which we have been awarded, our price per satellite has been approximately half the price per satellite of our competitors. We have also been the first to deliver and launch satellites for multiple PWSA programs. York is the first and only company to demonstrate Link-16 connectivity from space, highlighting our unique and innovative capabilities.

York is purpose built to address evolving national security space challenges and to adapt to the ongoing shift in the U.S. government’s mission needs and procurement processes, where economics, agility, rapid capabilities, and heritage drive customer decision making. We deliver mission-critical solutions in a zero-tolerance for error environment where systems must work and we believe we are positioned to capture outsized growth in our core markets. York provides customers a vertically integrated, full technology stack of solutions including design, production, integration, and operation of spacecraft with turnkey offerings to manage spacecraft and constellations throughout their entire mission lifecycle. York has significant space heritage, having 74 missions with flight heritage, created 17 products with flight heritage, and logged over four million on-orbit hours. York’s position as a prime enables us to monetize the entire space vertical from launch to mission operations, from spacecraft to payloads, and from edge computing to data transfer.

York was founded in 2012 by our CEO, Dirk Wallinger, to create an innovative space technology mission prime, with a goal of meeting the evolving national security threats from space by providing mission-critical spacecraft at scale, faster, and at lower cost. We believe that York’s proven production and delivery capabilities place it among a very limited number of companies who have the capability to deliver the required solutions for the Golden Dome based on its current timeline. We provide our customers with the ability to quickly and effectively field responsive space-based technologies. We have a demonstrated ability to win contracts in space and are a trusted partner to U.S. national security, intelligence and defense agencies, such as the U.S. Air Force and the SDA, as well as commercial and civil customers. Our proprietary

62

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hardware, software and mission operations solutions are designed to address the United States’ national security priorities: missile defense (crucial to the Golden Dome), counter-space capabilities, and space domain awareness.

Increasing geopolitical tensions are driving near-peer adversaries to invest heavily in military space capabilities to gain advantage in orbit—the next domain in global conflict. In today’s threat environment, rapidly deployable satellites are critical to providing denied benefit in space, maintaining space superiority and countering these emerging threats. This paradigm shift in global warfighting is driving significant growth in defense spending, with the global satellite market projected to grow by approximately $320 billion to over $600 billion from 2023 to 2032 at approximately an 8% CAGR, up from approximately $280 billion in 2022 according to Allied Market Research. This growth is supported by the Golden Dome, the space intelligence community and the PWSA program. We have invested in our infrastructure and expanded our production capabilities with a goal of meeting this evolving threat with executed contracts comprised of 107 spacecrafts remaining to be delivered as of December 31, 2025.

We believe we distinguish ourselves from other space mission primes by offering a fully integrated portfolio of proprietary spacecraft, software and services. Our versatile spacecraft are built on a modular platform, allowing us to move quickly from design and development to deployment to meet our customers’ needs for their rapid response missions. In addition, we provide software throughout the space layer, including flight control and edge computing, and we recently added more than 45 ground antennas in connection with the ATLAS Acquisition. Our software is designed to enable autonomous, real-time decision making and constellation management to support mission execution. By coupling spacecraft production with mission operations and ground integration, we offer a turnkey solution designed to reduce technical and programmatic risk for both government and commercial customers.

Our capabilities include a differentiated suite of spacecraft solutions with proven, common technologies. We offer the S-CLASS, LX-CLASS, and M-CLASS spacecraft, which are high-quality, low-cost satellite platforms that are proven and scalable to a wide array of space market needs. Our spacecraft are supported by proprietary satellite software enabling versatile integration of a variety of payloads for customers and supply chain commonalities across platforms. The various spacecraft classes are designed and engineered to address a broad cross section of the spacecraft market while maximizing payload accommodation. The LX-CLASS is double the mass of the S-CLASS and leverages the S-CLASS design, sharing more than 90% of its technology with the S-CLASS, to offer a specialized platform with enhanced capabilities. Similarly, the M-CLASS utilizes the previous satellite platform designs, sharing approximately 75% of its hardware and 95% of its software with the S-CLASS and LX-CLASS, while greatly enhancing scale and power for spacecraft mass up to 2,000 kg and 8kW+ peak power consumption. Our proven suite of platforms provide solutions from 100 to 2,000 kgs and enables us to serve a large total addressable market. This vertically integrated, cost-effective, scalable model is designed to deliver highly effective end-to-end capability for our customers.

York’s spacecraft architecture framework results in significant commonality across platforms and software, allowing for scalable solutions at lower cost. York’s three different platforms share approximately 75% of the same hardware and 95% of the software leading to significant cost reductions throughout the value chain while maximizing product quality. This approach also reduces NRE cost associated with platform development while reducing failure risks inherent to a unique design. Key in-house hardware components include C&DH, flight computers, ACS, EPS and production testing. These components complement our spacecraft production while our software-enabled services underpin autonomous, resilient operations and support key defense technologies.

While the standardized spacecraft architecture framework provides scalable building blocks for rapid constellation deployment, York’s proprietary software supports key elements of operational success from mission planning to ongoing mission operations. Autonomous constellation planning and hands-off operations are essential for managing the increasing quantity of spacecraft deployed in orbit. Technologies include the M-MOC, a secure, autonomous, command structure that manages multiple York spacecraft, and Bastion, York’s mission-ready ground software solution, which allows operators to manage entire fleets from a single ground architecture across more than 45 antennas throughout the world. York hardware and software solutions are vertically integrated across the technology stack.

Our model allows us to capture recurring revenue driven by ongoing satellite-based software and services as well as hardware replacement cycles. Once spacecraft are fielded, York provides continuous operational support, downlink antenna usage, and proprietary software solutions, including on-spacecraft upgrades during the full orbital lifespan. Contracts have historically provided a fixed cost for software maintenance with upgrade options available for purchase. The expected replacement cycle for the current portfolio of space vehicles is approximately five to six years. York’s full lifecycle solution and ongoing operational support distinguishes York from its competitors, positioning us to act as prime for the replacement and potential expansion of competitors’ aging constellations. As a result, we expect our recurring revenue to

63

Table of Contents

increase as the installed base of spacecraft in orbit grows, creating a highly visible revenue model, accelerating growth and increasing margins.

We believe our integrated spacecraft solutions make us a preferred government provider. Our space technology has proven itself in military exercises, demonstrating seamless integration and autonomous hands-off operations. This elevates our ability to serve more demanding missions and customers across the full mission lifecycle. We leverage our proprietary software across spacecraft classes and support all relevant industry standard payload data interfaces on our vehicles. Competitors who design single-system software solutions, outsource their software solutions and spacecraft manufacturing, or do not have a diversity of spacecraft platform systems are at a competitive disadvantage with many roadblocks to rapidly deploying advanced systems. York maintains a strong and strategically vital partnership with the PWSA. The DoD’s SDA is responsible for rapidly developing and fielding next-generation space capabilities to enhance national security, while the PWSA is its flagship initiative to build resilient, proliferated LEO constellations supporting global warfighting needs as near-peer adversaries are increasing their anti-satellite, intelligence gathering, and signal jamming and spoofing operations from space. Our innovative, modular satellite platforms and rapid production capabilities, make us the leading provider to the PWSA and the largest awardee by contracts (6), spacecraft in-orbit (33), and variety of contract types as of December 2025. We have been awarded more missions than any other prime, demonstrating our leadership position across three key elements of government contracting: price, speed, and capabilities. We offer attractive pricing, superior delivery speed, and comprehensive capabilities across spacecraft, software, and ground stations. In 2024, York became the first and only company to demonstrate Link-16 connectivity in space. In 2025, York demonstrated Space-to-Ground laser links, Ka-Band downlink, signal detection and processing, orbit maneuvering, and York and SpaceX were the first to achieve LEO-to-LEO laser link between PWSA vendors, representing how York’s continued technological innovation sets us apart. York has become an important provider in the long-term national security vision for resilient, proliferated space architecture.

Our cutting-edge facilities and manufacturing footprint are purpose-built to support the rapid development and production of our S-CLASS, LX-CLASS, and M-CLASS spacecraft. York is vertically integrated, assembling key spacecraft components in-house. This approach is designed to mitigate supply chain risk, support our ability to offer competitive pricing, and enable rapid fielding of solutions to our customers. Following the opening of our 60,000 square foot Potomac facility in August 2023, we have quadrupled production capability and believe we will be able to meet demand to manufacture and test over 1,000 satellites annually, supporting our position as a leader in rapid, high volume spacecraft delivery. This deliberate investment in infrastructure is meant to create a durable competitive advantage, enabling us to capitalize on the rapidly growing space economy with the ability to reliably deliver spacecraft faster and more affordably than traditional primes.

Backlog

We view backlog as a key measure of our business growth. Backlog represents our estimate of the revenue we expect to realize in future periods as a result of performing work on contracts that have been awarded to us (net of any revenue already recognized as of the backlog date). We include the aggregate expected revenue of awarded contracts in our backlog upon the execution of a legally binding agreement, even though our contracts include certain termination rights exercisable by our customers with advance notice. We exclude unexercised contract options from our backlog. Contract liabilities recognized on our consolidated balance sheets consists of payments and billings that we have received in excess of revenue that we have recognized. Because cash receipts from these contracts have not been recognized into revenue, they are included in our backlog calculation.

We monitor our backlog because we believe it is a forward-looking indicator of potential sales which can be helpful to investors in evaluating the performance of our business and identifying trends over time. Although backlog reflects business associated with contracts that are considered to be firm, terminations, amendments, or contract cancellations may occur, which could result in a reduction in our total backlog and potential future revenue that is never recognized.

($ in thousands)

As of December 31,
2025

As of December 31,
2024

Backlog

$

542,557 

$

861,677 

The decrease in backlog as of December 31, 2025 compared to December 31, 2024 was primarily due to revenue being recognized on four of our significant contracts during 2025, which was partially offset by the additional contract values resulting from contract modifications. We expect to recognize over 70% of our backlog as of December 31, 2025 as revenue within the next 12 months, and the balance thereafter.

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Table of Contents

Recent Developments

Initial Public Offering

    On January 30, 2026, the Company completed its IPO of 18.5 million shares of its common stock at a public offering price of $34 per share, for an aggregate offering price of $629 million. The Company received net proceeds of $582.6 million, net of $36.2 million of underwriting discounts and commissions and $10.2 million of offering costs. The proceeds from the IPO will be used for general corporate and working capital purposes. The Company granted a thirty-day over-allotment option to the underwriters in the IPO to purchase an aggregate of 2.8 million shares of common stock at the public offering price. The option was not exercised.

Corporate Conversion and Common Control Reorganization

Prior to January 28, 2026, we operated as a Delaware limited liability company under the name Yellowstone Midco Holdings II, LLC (“Midco II”). On January 28, 2026, prior to the effectiveness of the Registration Statement, Midco II converted into a Delaware corporation pursuant to a statutory conversion and changed its name to York Space Systems Inc.

Prior to October 3, 2025, we operated through Midco I. On October 3, 2025, all of the outstanding equity of Midco I, including both redeemable preferred and common units, was contributed to Midco II in exchange for 50,000,000 common units of Midco II. As a result, Midco I became a wholly owned subsidiary of Midco II effective as of October 3, 2025. We refer to the contribution of Midco I to Midco II as the “Common Control Reorganization.” Immediately prior to the Common Control Reorganization, both Midco I and Midco II were wholly owned subsidiaries of Holdings.

At the time of the Corporate Conversion, all units of Midco II were converted into shares of our common stock, and immediately following the Corporate Conversion, Holdings distributed all common stock received upon conversion of the common units of Midco II to its limited partners and liquidated. As a result of the Holdings Liquidation, all partners of Holdings, including investment funds managed by AE Industrial Partners, LP became direct holders of our common stock.

ATLAS Space Operations Acquisition

On June 9, 2025, we invested preferred equity of ATLAS Space Operations, Inc. (“ATLAS”), representing an approximate 5% equity interest. ATLAS is a leading provider of Ground Software-as-a-Service (GSaaS) solutions for space-based communication and global connectivity, headquartered in Traverse City, MI. Effective August 29, 2025, we obtained control of the remaining outstanding equity of ATLAS through a series of common control transactions contemplated in the Agreement and Plan of Merger. The fair value of the preferred equity held by York from the initial investment in ATLAS was $5.8 million which was included in the total consideration. Refer to Note 4 – Acquisitions of the accompanying notes to the audited consolidated financial statements included in Item 8, Part II in this Annual Report on Form 10-K for additional information.

Orbion Space Technology Acquisition

On March 6, 2026, we entered into an Agreement and Plan of Merger (the “Orbion Merger Agreement”) with Orbion Space Technology, Inc. Pursuant to the Orbion Merger Agreement, we acquired all of the issued and outstanding equity interests of Orbion in exchange for consideration consisting of cash totaling $8.9 million and 2,812,141 shares of our common stock. Pursuant to the Orbion Merger Agreement, the number of shares delivered to the sellers was calculated using an agreed upon price of $34 per share. Orbion is a Michigan-based manufacturer of flight-proven electric propulsion systems. Refer to Note 19 – Subsequent Events of the accompanying notes to the audited consolidated financial statements included in Item 8 of Part II in this Annual Report on Form 10-K for additional information.

New Commercial Contract

In February 2026, we executed a contract with a commercial customer for M-CLASS satellites from which we expect to generate revenue of approximately $187 million over the course of the contract. As we work with the customer refining payload selection, we expect to begin performing work under this contract in 2027 and subsequent years.

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Trends and Key Factors Affecting Performance

Macroeconomic Pressures

In recent years, geopolitical instability, including wars and conflicts, as well as impacts from other global events, have resulted in opportunities for companies in the space and defense technology market. However, certain disruptions to the global economy, including market disruptions, monetary, and fiscal policy uncertainty, supply chain challenges and high interest rates have contributed to an inflationary environment that has adversely affected, and may continue to adversely affect, the price and availability of certain products and services necessary for our operations, which in turn may adversely impact our business and operating results. In addition, the global trade environment is uncertain and rapidly evolving. Tariffs imposed by the U.S. presidential administration or retaliatory tariffs announced by other countries have resulted in trade wars and can lead to market disruptions and supply chain interruptions for equipment. The impact of tariffs on our business and results of operations will depend on their timing, duration, and magnitude.

Government Environment and Regulations

Our industry is affected by government budget and spending levels, changes in demand, changes in policy positions or priorities, the domestic and global political and economic environment, and the evolving nature of the space and defense sectors. National security and advancements in space-based technologies are core focuses of the U.S. government on a bi-partisan basis and closely align with the key messages from the current U.S. presidential administration regarding space. Any changes in budget and spending levels, policies, or priorities, including the current emphasis by the current administration on access to space, may have an adverse impact on our business and operating results. In addition, U.S. government procurement regulations impose various operational requirements on government contractors. Non-compliance with any of these regulations could materially and adversely affect our operating results.

Pace of Government Expenditures and Private Enterprise Investment in the Space Economy

Our future growth is largely dependent on our ability to continue to capitalize on increased government spending and private investment in the space economy, including programs such as Golden Dome. Government expenditures and private enterprise investment have fueled our growth in recent years and have resulted in our continued ability to secure increasingly valuable contracts as well as the ability to continue financing the growth and development of our business. According to McKinsey’s Space report from 2024, the global space economy is projected to reach $1.8 trillion in value by 2035 driven by accelerating national security spending and commercial demand. We believe our ability to deliver reliable satellites at scale not only addresses today’s market but also positions us to be a long-term leader as new commercial applications drive growing demand for space infrastructure. We expect the continued availability and growth of government expenditures and private investment in the space economy will be an important contributor to increased purchases of our products and services; however, any delays or reductions in appropriations for our programs and changes in U.S. government priorities and spending levels more broadly may negatively impact our business.

Ability to Improve Profit Margins and Scale our Business

The growth of our business is dependent on our ability to improve our profit margins over time while successfully scaling our business, including through continued investment in initiatives to improve our operating leverage. Our satellite architecture is built for flexibility and scaled production, and is designed to drive significant cost efficiencies. We believe continued reduction in costs and an increase in production and service volumes will enable a reduction of the cost of our satellites and an improvement of our gross margins. Additionally, we believe our modular, backward-compatible design approach allows us to maximize common components and streamline production, increasing efficiency and scalability. As we increase our satellite production, we expect to be able to continue to improve our cost structure as fixed and overhead costs are amortized over a greater number of satellite builds. In addition, our ability to expand our recurring satellite-based services is a key component of our strategy to improve our profit margins. Revenue, net income, and the timing of our cash flows also depend on our ability to perform on our contracts and expand our satellite-based services, and profitability can fluctuate depending on the mix of contracts awarded. To manage these fluctuations, we have implemented several strategies, such as closely monitoring project and related services timelines to anticipate cash flow needs. Despite these measures, the inherent variability in milestone achievements means that quarter-to-quarter comparisons of our cash flows from operations may not necessarily be indicative of future performance.

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Ability to Continue to Innovate and Expand our Product and Service Offerings

To continue gaining market share and attracting customers, we plan to continue investing in our infrastructure to expand our production capabilities, including our satellite-based services, and to create a durable competitive advantage with the goal of enabling us to capitalize on the rapidly growing space economy. Our growth opportunity is dependent on our continued ability to expand our addressable market, win PWSA contracts and Golden Dome missions, and to develop our portfolio of products and services related to our offerings. We intend to expand our operations and offerings significantly, but any difficulties in achieving or effectively managing our growth could have a negative effect on our operating results.

Acquisitions

We consider strategic acquisitions of businesses and other investments to expand our software and services footprint, deepen vertical integration, and accelerate entry into adjacent mission areas, with the goal of expanding our current portfolio and accessing new customers and technologies. We target companies that not only enhance our technical capabilities but also embed us more deeply into our customers’ mission workflows. By integrating strategic acquisitions with our strong internal execution, we aim to build a broader product and service offering with a goal of enhancing our growth and market share. We also may explore the divestiture of businesses that no longer meet our needs or strategy or that could perform better outside of our organization. These strategic transactions may be costly, time consuming and challenging to consummate and/or integrate with our existing businesses, and may result in fluctuations in our operating results and financial position across periods that may be unrelated to our underlying performance. Any particular acquisition or other investment we make could prove less successful than anticipated and have a negative effect on our business.

Results of Operations

We manage and assess our business based on performance on contracts, which are typically long-term and involve the design, development and manufacturing of our core offerings and related activities with varying delivery schedules. Therefore, the results of operations for a particular year, or year-over-year comparison may not be indicative of future operating results. Substantially all of our contracts are accounted for under the percentage-of-completion cost-to-cost method. As a result, revenues on contracts are recorded over time based on progress towards completion for a particular contract, including the estimate of the profit to be earned at completion.

Components of Results of Operations

Revenue—substantially all of our revenue is derived from long-term FFP production contracts for the design of small satellites, launch services, and ground services with both U.S. federal government-controlled agencies as well as domestic commercial customers. Our contracts generally span several years in duration. We account for a contract when it has approval and commitment from both parties, the rights of the parties are identified, payment terms are identified, the contract has commercial substance and collectability of consideration is probable. We recognize revenue upon the satisfaction of the performance obligations identified in the contract, which is achieved through the transfer of control of the promised good or service to the customer over time.

For FFP contracts satisfied over time, progress is measured using a percentage-of-completion (“POC”) cost-to-cost method, which accurately reflects the transfer of control to the customer. This method assesses the extent of progress based on the ratio of costs incurred to date against the total estimated costs to complete the performance obligation. Estimating total costs to completion requires us to make informed estimates regarding subcontractor performance, material costs and availability, labor costs and productivity and overhead expenses. Frequently, the period of performance of a contract extends over a long period and, as such, revenue recognition and our profitability from a particular contract may be affected to the extent that estimated costs to completion (“EAC”) are revised, delivery schedules are delayed, performance-based milestones are not achieved, or progress under a contract is otherwise impeded. Accordingly, our revenues and operating profit from period to period can fluctuate significantly depending on when contractual obligations are achieved.

In the event that the estimated total costs to be incurred on a contract surpass the anticipated total revenue, we recognize a provision for the entire loss on the contract in the period when the loss is identified. For further discussion of the critical judgments and estimates related to our revenue recognition policies, see the section entitled “Critical Accounting Estimates.”

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Cost of Revenues—primarily consists of direct material and labor costs, which include salaries, bonuses, and benefits directly attributable to fulfilling our obligations under customer contracts, and related overhead. Overhead costs primarily include allocable amounts of rent, software subscriptions, depreciation and amortization expense on assets used directly in revenue producing activities, indirect materials, and production and test administrative expenses. We expect our cost of revenues to increase in absolute dollars in future periods as we enter into more contracts and make strategic acquisitions and investments.

Selling, General and Administrative Expenses—primarily consists of employee-related expenses for personnel in our executive, finance and accounting, facilities, legal, human resources, and information technology and security functions, as well as other administrative employees. In addition, selling, general and administrative expenses include fees for legal, accounting, tax and audit services, software subscriptions, facilities, sales commissions, other corporate costs, depreciation and amortization, marketing and advertising and transaction costs. We expect to incur additional selling, general, and administrative expenses as a result of operating as a public company, including expenses related to compliance with public company reporting obligations and additional compensation expense, and increased costs for insurance, investor relations, and professional services.

Research and Development—primarily consists of employee-related labor costs, software subscriptions, and supplies and materials for new product development. R&D is expensed as incurred. We expect to continue investing in R&D and, accordingly, expect our R&D expenses to increase and vary as we continue developing and improving our products capabilities.

Income Tax Benefit—includes the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements or tax returns. Deferred tax assets and liabilities are determined based on the difference between the financial statement carrying amount and the tax basis of assets and liabilities, along with net operating loss carryforwards using enacted tax rates in effect for the year in which the differences are expected to reverse.

Comparison of the Year Ended December 31, 2025 to the Year Ended December 31, 2024

The following table sets forth a summary of our consolidated results of operations for the years indicated, and the changes between periods.

For the year ended December 31,

($ in thousands, except percentages)

2025

% of
revenue

2024

% of
revenue

$ Change

% Change

Revenue

$

386,203 

100

%

$

253,531 

100

%

$

132,672 

52

%

Cost of revenues

310,743 

80

%

221,110 

87

%

89,633 

41

%

Gross profit

75,460 

20

%

32,421 

13

%

43,039 

133

%

Operating expenses

Selling, general and administrative expenses

115,649 

30

%

103,776 

41

%

11,873 

11

%

Research and development

18,362 

5

%

20,440 

8

%

(2,078)

(10

%)

Transaction costs

12,113 

3

%

171 

—

%

11,942 

6984

%

Total operating expenses

146,124 

38

%

124,387 

49

%

21,737 

17

%

Loss from operations

(70,664)

(18

%)

(91,966)

(36

%)

21,302 

(23

%)

Other (expense) income

Interest expense

(26,619)

(7

%)

(29,923)

(12

%)

3,304 

(11

%)

Interest income

2,981 

1

%

1,201 

—

%

1,780 

148

%

Loss on debt extinguishment

(2,201)

(1

%)

— 

—

%

(2,201)

—

%

Other income (expense), net

1,263 

—

%

(3,600)

(1

%)

4,863 

(135

%)

Total other expense

(24,576)

(6

%)

(32,322)

(13

%)

7,746 

(24

%)

Loss before provision for income taxes

(95,240)

(25

%)

(124,288)

(49

%)

29,048 

(23

%)

Income tax benefit

10,703 

3

%

25,377 

10

%

(14,674)

(58

%)

Net loss

$

(84,537)

(22

%)

$

(98,911)

(39

%)

$

14,374 

(15

%)

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Net EAC Adjustments

We record changes in costs estimated at completion (net EAC adjustments) using the cumulative catch-up method of accounting. Net EAC adjustments have in the past had, and may in the future have, a significant effect on reported revenues and gross profit. The table below presents the aggregate amounts for the following periods:

For the year ended
December 31,

($ in thousands)

2025

2024

Gross favorable EAC adjustments

$

769 

$

2,986 

Gross unfavorable EAC adjustments

(12,788)

(25,173)

EAC adjustments, attributable to loss contracts

899 

(729)

Net EAC adjustments, before income taxes

$

(11,120)

$

(22,916)

Net EAC adjustments, net of income taxes

$

(9,870)

$

(18,237)

Three contracts accounted for 42%, 26% and 21%, respectively, of the gross unfavorable EAC adjustment for the year ended December 31, 2025; all primarily due to additional unplanned labor, materials and subcontractor costs required to meet customer requirements in our sale of satellites. One contract accounted for 82% of the gross unfavorable EAC adjustment for the year ended December 31, 2024, primarily due to changes in the estimated total transaction price resulting from contract modifications. Refer to Note 3 - Revenues of the accompanying notes to the audited consolidated financial statements included in Item 8 of Part II in this Annual Report on Form 10-K for additional information related to our net EAC adjustments.

Revenue

Revenue increased by $132.7 million, or 52%, to $386.2 million during the year ended December 31, 2025, as compared to $253.5 million during the year ended December 31, 2024. The year-over-year increase in revenue was primarily related to the full year impact of revenue recognition related to a large SDA contract that commenced in 2024, combined with increased progress towards the design and build of satellites related to certain SDA contracts during the year ended December 31, 2025, as compared to the year ended December 31, 2024, as well as lower net unfavorable EAC adjustments during the year ended December 31, 2025, as compared to the year ended December 31, 2024. The year-over-year increase in revenue was largely driven by existing contracts, with 98% of the revenue growth related to contracts that were already in place at December 31, 2024. Refer to Note 3 - Revenues of the accompanying notes to the audited consolidated financial statements in Item 8 of Part II of this Annual Report on Form 10-K for additional information related to our net EAC adjustments.

Cost of Revenues

Cost of revenues increased by $89.6 million, or 41%, to $310.7 million for the year ended December 31, 2025, as compared to $221.1 million for the year ended December 31, 2024. The year-over-year increase in cost of revenues was primarily driven by increases in direct materials and subcontractor costs related to larger contracts of $85.7 million that have increased progress towards the design and build of satellites during the period.

Gross Profit

Gross profit increased by $43.1 million, or 133%, to $75.5 million for the year ended December 31, 2025, as compared to $32.4 million for the year ended December 31, 2024. As a percentage of revenues, gross margin was 20% and 13% for the year ended December 31, 2025 and 2024, respectively, reflective of our efforts to increase margins as we scale operational activity. The year-over-year increase in gross margin as a percentage of revenues was primarily attributed to increased revenue recognized on contracts with more favorable margins during the year ended December 31, 2025 as compared to the same period in 2024, as well as lower net unfavorable EAC adjustments during the year ended December 31, 2025, as compared to the same period in 2024.

Selling, General and Administrative (“SG&A”) Expenses

SG&A expenses increased by $11.8 million, or 11%, to $115.6 million for the year ended December 31, 2025, as compared to $103.8 million for the year ended December 31, 2024. The year-over-year increase in SG&A expenses was

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primarily attributed to increases in compensation and other employee-related costs, advertising expenses, as well as professional fees for audit, tax and legal services.

Research and Development Expenses

Research and Development (R&D) decreased by $2.0 million, or 10%, to $18.4 million for the year ended December 31, 2025, as compared to $20.4 million for the year ended December 31, 2024. The year-over-year decrease in R&D costs was primarily driven by decreases in depreciation and amortization, compensation and other employee-related costs.

Transaction Costs

Transactions costs increased by $11.9 million to $12.1 million for year ended December 31, 2025, as compared to $0.2 million for the year ended December 31, 2024. The year-over-year increase in transaction costs was primarily driven by the one-time IPO offering costs and acquisitions costs incurred during the year.

Interest Expense

Interest expense decreased by $3.3 million, or 11%, to $26.6 million for the year ended December 31, 2025, as compared to $29.9 million for the year ended December 31, 2024. The year-over-year decrease is attributable to a decline in the floating interest rate tied to Secured Overnight Financing Rate ("SOFR"), combined with a lower fixed-rate component under our prior Term Loan Facility during the year ended December 31, 2025, as compared to the same period in 2024. Refer to Note 8 – Financing Arrangements of the accompanying notes to the audited consolidated financial statements included in Item 8 of Part II of this Annual Report on Form 10-K for additional information related to our debt obligations.

Interest Income

Interest income increased by $1.8 million, or 148%, to $3.0 million for the year ended December 31, 2025, as compared to $1.2 million for the year ended December 31, 2024. The year-over-year increase in interest income was primarily driven by higher cash and cash equivalent balances, as well as higher market interest rates that increased yields on those balances.

Loss on Debt Extinguishment

In November 2025, we refinanced our then outstanding debt by entering into a new Credit Agreement and used the proceeds to pay-off and terminate our prior Term Loan Facility prior to maturity. As a result, we recognized a loss on debt extinguishment of $2.2 million, primarily attributable to the write-off of unamortized debt issuance costs.

Other Income (Expense), net

Other income (expense), net increased by $4.9 million to $1.3 million of other income for the year ended December 31, 2025, 2025, as compared to $3.6 million other (expense) for the year ended December 31, 2024. This year-over-year increase was driven by a decrease in realized and unrealized loss on foreign exchange derivative instruments as well as a gain from our investment in ATLAS.

Income Tax Benefit

Income tax benefit decreased by $14.7 million to $10.7 million for the year ended December 31, 2025, as compared to income tax benefit $25.4 million for the year ended December 31, 2024. The decrease in the income tax benefit is primarily due to a lower loss before income tax provision resulting from increased activity as described above.

Comparison of the Year Ended December 31, 2024 to the Year Ended December 31, 2023

Refer to “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in the Company’s

final prospectus filed with the SEC on January 30, 2026 pursuant to Rule 424(b)(4) for a discussion of our results of

operations for the year ended December 31, 2024 compared to the year ended December 31, 2023.

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Non-GAAP Financial Measures

We believe that in addition to our results determined in accordance with GAAP, our non-GAAP financial measures, contribution margin, contribution margin %, EBITDA, and Adjusted EBITDA provide useful information to management, investors, and analysts in assessing our financial performance and results of operations across reporting periods by excluding items we do not believe are indicative of our core operating performance. In addition to our GAAP measures, we use these non-GAAP financial measures to evaluate our operating performance, generate future operating plans, and make strategic decisions, including those relating to operating expenses and the allocation of internal resources, including budgeting for infrastructure.

Contribution Margin

We refer to revenue less direct material costs of revenue as “contribution margin” and contribution margin divided by revenue as “contribution margin %”. Contribution margin and contribution margin % are each non-GAAP financial measures. The closest comparable GAAP financial measures to contribution margin and contribution margin % are gross profit and gross profit margin %, respectively. We believe contribution margin and contribution margin % are useful measures of the variable costs that we incur in order to provide services to our customers. These non-GAAP financial measures are used to supplement the financial information presented on a GAAP basis and should not be considered in isolation or as a substitute for the relevant GAAP measures and should be read in conjunction with information presented on a GAAP basis. Our presentation of contribution margin and contribution margin % should not be construed as an inference that our future results will be unaffected by variable costs.

The table below presents contribution margin and contribution margin %, respectively, for the following periods:

For the year ended
December 31,

($ in thousands, except percentages)

2025

2024

Revenue

$

386,203 

$

253,531 

Direct material costs

264,007 

178,341 

Contribution margin (non-GAAP)

$

122,196 

$

75,190 

Contribution margin % (non-GAAP)

32

%

30

%

Contribution margin increased by $47.0 million to $122.2 million for the year ended December 31, 2025, as compared to $75.2 million for the year ended December 31, 2024. The year-over-year increase in non-GAAP contribution margin was primarily attributed to increased volume of production on certain contracts with more favorable contributions margins, as well as lower net unfavorable EAC adjustments.

The table below presents a reconciliation of contribution margin, which is a non-GAAP measure of our financial performance, to Gross profit, which is the most directly comparable financial measure presented in accordance with GAAP for the periods indicated:

For the year ended
December 31,

($ in thousands, except percentages)

2025

2024

Revenue

$

386,203 

$

253,531 

Less: Cost of revenues

310,743 

221,110 

Gross profit (GAAP)

$

75,460 

$

32,421 

Gross profit % (GAAP)

20

%

13

%

Add: Direct labor costs

32,076 

32,148 

Add: Direct overhead costs

7,745 

6,210 

Add: Depreciation and amortization

6,915 

4,411 

Contribution margin (non-GAAP)

$

122,196 

$

75,190 

Contribution margin % (non-GAAP)

32

%

30

%

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EBITDA and Adjusted EBITDA

EBITDA and Adjusted EBITDA are financial measures that are not calculated in accordance with GAAP. Net loss is the most directly comparable GAAP measure to Adjusted EBITDA. These non-GAAP financial measures are used to supplement the financial information presented on a GAAP basis and should not be considered in isolation or as a substitute for the relevant GAAP measures and should be read in conjunction with information presented on a GAAP basis. Our presentation of EBITDA and Adjusted EBITDA should not be construed as an inference that our future results will be unaffected by unusual or non-recurring items.

We define EBITDA as net income (loss) adjusted for interest expense, interest income, income tax benefit, and depreciation and amortization. Adjusted EBITDA is defined as EBITDA adjusted for changes in the fair value of derivatives, loss on debt extinguishment, transaction costs, gains or losses on foreign exchange, and other non-recurring items.

The table below presents a reconciliation from net loss to Adjusted EBITDA for the periods indicated:

For the year ended
December 31,

($ in thousands)

2025

2024

Net loss

$

(84,537)

$

(98,911)

Interest expense

26,619 

29,923 

Interest income

(2,981)

(1,201)

Income tax benefit

(10,703)

(25,377)

Depreciation and amortization

50,340 

48,072 

EBITDA (non-GAAP)

$

(21,262)

$

(47,494)

Changes in the fair value of derivatives

(607)

3,885 

Loss on debt extinguishment

2,201 

— 

Transaction costs(1)

12,113 

171 

Other(2)

(716)

472 

Adjusted EBITDA (non-GAAP)

$

(8,271)

$

(42,966)

(1)Represents costs for legal, advisory fees and other costs incurred in connection with the Company's acquisition activity and one-time IPO costs.

(2)Other includes gain on initial ATLAS investment, net gain on foreign exchange and one-time non-cash expense.

Limitations on the Use of Non-GAAP Financial Measures

There are limitations to using non-GAAP financial measures because non-GAAP financial measures are not prepared in accordance with GAAP and may be different from non-GAAP financial measures provided by other companies.

Non-GAAP financial measures are limited in value because they exclude certain items that may have a material impact on our reported financial results. In addition, they are subject to inherent limitations as they reflect the exercise of judgments by management about which items are adjusted to calculate our non-GAAP financial measures. We compensate for these limitations by analyzing current and future results on a GAAP basis as well as a non-GAAP basis and also by providing GAAP measures in our public disclosures. Some of these limitations are:

•although depreciation and amortization are non-cash charges, the assets being depreciated and amortized may have to be replaced in the future, and EBITDA, Adjusted EBITDA, contribution margin and contribution margin percentage do not reflect cash capital expenditure requirements for such replacements or for new capital expenditure requirements;

•contribution margin and contribution margin percentage do not reflect fixed costs that are directly or indirectly related to revenue generated from our customers;

•EBITDA, Adjusted EBITDA, contribution margin and contribution margin percentage do not reflect the significant interest expense, or the cash requirements necessary to service interest or principal payments, on our debt; and

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•EBITDA, Adjusted EBITDA, contribution margin and contribution margin percentage do not reflect income tax payments that may represent a reduction in cash available to us.

Non-GAAP financial performance measures are used to supplement the financial information presented on a GAAP basis. This non-GAAP financial measure should not be considered in isolation or as a substitute for the relevant GAAP measures and should be read in conjunction with information presented on a GAAP basis. Because not all companies use identical calculations, our presentation of non-GAAP measures may not be comparable to other similarly titled measures of other companies.

Liquidity and Capital Resources

We measure liquidity in terms of our ability to fund the cash requirements of our business operations, including working capital needs, capital expenditures, contractual obligations, debt service, acquisitions, and other commitments with cash flows from operations and other sources of funding. Our principal sources of liquidity to date have included amounts raised through issuances of equity capital and borrowings under our financing agreements.

On January 30, 2026, the Company completed its IPO of 18.5 million shares of its common stock at a public offering price of $34 per share. The Company received net proceeds of $582.6 million, net of underwriting discounts and commissions and offering costs. The proceeds from the IPO will be used for general corporate and working capital purposes.

Our primary requirements for liquidity and capital on a short- and long-term basis are for our material cash requirements, including working capital needs, satisfaction of our indebtedness and contractual commitments, investment in expanding our breadth and footprint through acquisitions as well as investment in facilities, equipment, technologies, and research and development for our growth initiatives and general corporate needs.

Our ability to fund our cash needs is dependent upon the successful execution of our business strategy and future operating results. Our future operating results are subject to a variety of risks and uncertainties, including, among others, general economic conditions, including as a result of heightened inflation, fluctuating interest rates and supply chain pressures, competitive dynamics in our target markets as well as legislative and regulatory factors that may be outside of our control. As part of our business and debt management strategy, we continuously evaluate opportunities to further strengthen our financial and liquidity position, including by issuing additional equity or debt securities, refinancing or otherwise restructuring our existing credit facilities, or entering into new financing arrangements. There can be no assurance that any of these actions will be sufficient to allow us to adequately service our debt obligations, meet our debt covenants, or that such actions will not result in an adverse impact on our business.

As of December 31, 2025, our cash and cash equivalents were $162.6 million, our financial debt was $150.0 million and our $150.0 million Revolving Credit Facility was undrawn. We have a limited history of operations and have incurred negative cash flows from operating activities and losses from operations in the past as reflected in the accumulated deficit of $269.0 million as of December 31, 2025. We believe that our cash will be adequate to meet our liquidity requirements for at least the next 12 months. Our future long-term capital requirements will depend on several factors, including our ability to generate positive cash flow from operations. We may raise additional capital, whether in the public or private markets, and are currently examining different alternatives. If financing is not available, or if the terms of financing are less desirable than we expect, we may be forced to decrease our level of investment in service development or scale back our operations, which could have a material adverse impact on our business and financial prospects, seek protection under insolvency laws, or cease our operations altogether.

Indebtedness

On November 14, 2025, we entered into the Credit Agreement (the "Credit Agreement") among Yellowstone Interco Holdings, LLC (“Interco Holdings”), Yellowstone Borrower, LLC (the “Pre-IPO Borrower”), the Company, only after the Company became a party thereto as a borrower pursuant to the Credit Agreement following our IPO, the Lenders and Issuing Banks party thereto from time to time and Wells Fargo Bank, National Association, as the administrative agent, the collateral agent and the swingline lender. The Credit Agreement provides for term loan commitments in the aggregate principal amount of $150.0 million (the "Term Loan Facility") and revolving loan commitments in the aggregate principal amount of $150.0 million (the "Revolving Facility"). Borrowings under the Term Loan Facility and Revolving Facility bear interest at a floating rate on the unpaid principal amount thereof equal to (i) initially, (x) 3.50% per annum (or 3.00% per annum following a qualified IPO), in the case of Term SOFR Loans and (y) 2.50% per annum (or 2.00% per annum

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following a qualified IPO), in the case of ABR Loans, (ii) on and after the Leverage Covenant Toggle Date (as defined in the Credit Agreement) but prior to the consummation of any qualified IPO, the applicable rate per annum set forth in the pricing grid below under the caption “Term SOFR Margin” or “ABR Margin,” as the case may be, based upon the Total Net Leverage Ratio (as defined in the Credit Agreement) as of the end of the fiscal quarter of the Company:

Level

Total Net Leverage Ratio

Term SOFR
Margin

ABR
Margin

I

If the Total Net Leverage Ratio is greater than 3.00:1.00

2.75

%

1.75

%

II

If the Total Net Leverage Ratio is less than or equal to 3.00:1.00 and greater than 2.00:1.00

2.50

%

1.50

%

III

If the Total Net Leverage Ratio is less than or equal to 2.00:1.00

2.25

%

1.25

%

The Term Loan Facility and Revolving Facility mature on November 14, 2028.

The Credit Agreement contains customary mandatory prepayments, including with respect to asset sale proceeds, proceeds of certain recovery events, and proceeds from certain incurrences of indebtedness. The principal amount owed under the Credit Agreement shall be due and payable on the maturity date. The Credit Agreement contains customary affirmative covenants and negative covenants, including a requirement to provide annual and quarterly financial statements of the Pre-IPO Borrower. The Credit Agreement contains (i) a minimum revenue covenant, in effect from March 31, 2026 to (but not including) the first business day following the occurrence of a Leverage Covenant Toggle Date, that requires us to maintain a minimum amount of revenue set forth below as of the last day of any each such fiscal quarter and measured on a trailing twelve month basis:

Date

Minimum Revenue

March 31, 2026

$

245,591,268 

June 30, 2026

$

264,387,082 

September 30, 2026

$

319,190,794 

December 31, 2026

$

372,510,143 

March 31, 2027

$

426,903,024 

June 30, 2027

$

501,782,812 

September 30, 2027

$

554,984,539 

December 31, 2027

$

616,972,315 

March 31, 2028

$

676,839,498 

June 30, 2028

$

722,972,451 

September 30, 2028

$

758,499,673 

(ii) a minimum liquidity covenant, in effect from March 31, 2026 to (but not including) the first business day following the occurrence of a Leverage Covenant Toggle Date, that requires us not to permit Liquidity (defined as unrestricted cash together with amounts available for borrowing under the Revolving Facility), as of the last day of each fiscal quarter, to be less than (x) initially, $105,000,000 or (y) upon and after the repayment of the Term Loan Facility in full, 35.0% of the outstanding revolving commitment as of such date, and (iii) a maximum consolidated first lien net leverage ratio covenant, in effect commencing upon the occurrence of a Leverage Covenant Toggle Date, that requires us to maintain a consolidated total net leverage ratio of less than (x) 4.50 to 1.00 for the fiscal quarters ending March 31, 2026, June 30, 2026, September 30, 2026 and December 31, 2026, (y) 4.25 to 1.00 for the fiscal quarters ending March 31, 2027, June 30, 2027, September 30, 2027 and December 31, 2027 and (z) 4.00 to 1.00 for the fiscal quarters ending March 31, 2028, June 30, 2028 and September 30, 2028. The Credit Agreement also includes customary equity cure provisions that permit us to cure defaults in respect of either of the foregoing financial covenants.

The obligations under the Credit Agreement (collectively, the “Credit Agreement Obligations”) are guaranteed by the Company's existing and future direct and indirect material wholly owned subsidiaries subject to customary exceptions (in such capacity, the “Credit Agreement Guarantors”). The Credit Agreement Obligations are secured by first priority liens on substantially all assets, subject to customary exceptions, of the Company and the Credit Agreement Guarantors.

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Redeemable Preferred Units

In connection with the Common Control Reorganization on October 3, 2025, all of the outstanding equity of Midco I was contributed to us in exchange for our then common units. As a result, there were no redeemable preferred units outstanding as of December 31, 2025.

Class P Unit Investment

In the fourth quarter of 2025, we issued and sold an aggregate of approximately 240,956 Class P Units of Midco II (the “Class P Units”) to several investors, including funds affiliated with AE Industrial Partners, for an aggregate purchase price of approximately $241.0 million. Each Class P Unit initially had a preference amount of $1,000. Immediately prior to the effectiveness of the registration statement for our IPO, each Class P Unit automatically converted into shares of our common stock at a conversion rate per unit equal to (i) the outstanding aggregate total preference amount of such Class P Unit, divided by (ii) the IPO price discounted by a discount of 20%.

Please refer to Note 14 - Member’s Capital and Temporary Equity of the accompanying notes to the audited consolidated financial statements in Item 8 of Part II in this Annual Report on Form 10-K for additional information related to Class P Units.

Off-Balance Sheet Arrangements

We do not engage in any off-balance sheet activities or have any arrangements or relationships with unconsolidated entities, such as variable interest, special purpose, and structured finance entities.

Contractual Obligations

Lease Commitments

We lease buildings that are used in production and for administrative activities. All of our leases are classified as operating leases with various expiration dates through 2036. Our total remaining fixed lease payment obligations as of December 31, 2025 and December 31, 2024 is $38.8 million and $36.1 million, respectively, with $6.3 million due in less than one year from December 31, 2025. See Note 10 – Leases of the accompanying notes to the audited consolidated financial statements in this Annual Report on Form 10-K for more information regarding our lease commitments.

Secured Credit Facilities

Our secured credit facilities outstanding as of December 31, 2024 provided total term loan commitments in an aggregate principal amount of $200.0 million (the "Original Term Loan Facility"), with the entire principal amount due at maturity on November 10, 2027. In November 2025, we entered into the Credit Agreement, which was amended on November 21, 2025 and used the proceeds to pay off and terminate the Original Term Loan Facility prior to its scheduled maturity. We recognized a loss on extinguishment of debt of approximately $2.2 million, which primarily relates to the write-off of unamortized debt issuance costs.

Credit Agreement

Pursuant to the Credit Agreement, the Lenders thereunder agreed to extend the Term Loan Facility in an aggregate principal amount of $150.0 million and the Revolving Credit Facility in an aggregate principal amount of $150.0 million. Additionally, Wells Fargo extended a letter of credit for $15.0 million. Borrowings under the Credit Agreement mature on November 14, 2028. See Note 8 – Financing Arrangements of the accompanying notes to the audited consolidated financial statements in Item 8, Part II in this Annual Report on Form 10-K for additional information related to our debt obligations.

Tax Receivable Agreement

Prior to the consummation of the IPO, we entered into a TRA with equity holders of Holdings and TRA Holders. The TRA requires us to make payments to the parties to the TRA Holders in an amount equal to 85% of certain tax savings (or expected tax savings) in respect of certain tax attributes of the Company.

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Cash Flows

The table below summarizes certain information from the audited consolidated statements of cash flows for the years ended December 31, 2025 and 2024:

Year ended December 31,

($ in thousands)

2025

2024

Cash and cash equivalents at beginning of the year

$

104,656 

$

81,149 

Operating activities:

Net loss

(84,537)

(98,911)

Reconciling adjustments to net loss

53,170 

39,698 

Changes in working capital

(89,963)

90,827 

Net cash (used in)/provided by operating activities

(121,330)

31,614 

Net cash (used in) investing activities

(25,257)

(18,048)

Net cash provided by financing activities

204,291 

10,000 

Net increase in cash and cash equivalents

57,704 

23,566 

Effect of foreign currency rate changes on cash and cash equivalents

213 

(59)

Cash and cash equivalents at end of period

$

162,573 

$

104,656 

Net Cash (Used In)/Provided by Operating Activities

Net cash used in operating activities increased by $152.9 million, or 484%, to $121.3 million during the year ended December 31, 2025, as compared to $31.6 million of cash provided by operating activities during the year ended December 31, 2024. The change was primarily due to a net decrease in working capital of $179.0 million, offset by a $13.5 million net increase due to the effects of non-cash adjustments and a decrease in net loss of $14.4 million for the year ended December 31, 2025 compared to the year ended December 31, 2024.

The net decrease in cash provided by working capital of $180.8 million is primarily attributable to the timing of cash receipts and cash payments, particularly driven by contract assets and contract liabilities. We actively manage our contract assets and contract liabilities, along with the related collection efforts.

The net increase in non-cash adjustments between the year ended December 31, 2025 and the year ended December 31, 2024, was primarily driven by an $8.8 million decrease in deferred tax benefit and a $2.2 million increase in non-cash loss on debt extinguishment, offset by changes in other non-cash adjustments.

Net Cash (Used In) Investing Activities

Net cash used in investing activities increased by $7.3 million, or 40%, to $25.3 million for the year ended December 31, 2025, as compared to $18.0 million for the year ended December 31, 2024, primarily due to $10.3 million purchase of equity investments and $5.0 million issuance of note receivable, partially offset by a decrease in the purchase of capital expenditures for the year ended December 31, 2025, as compared to the same period in 2024.

Net Cash Provided by Financing Activities

Net cash provided by financing activities increased by $194.3 million to $204.3 million for the year ended December 31, 2025, as compared to $10.0 million for the year ended December 31, 2024, primarily due to proceeds from issuance of Class P Units of $235.7 million and proceeds from the Term Loan Facility of $147.4 million. The Company also received additional proceeds from the issuance of Redeemable preferred units of $25.0 million during the year ended December 31, 2025, as compared to $10.0 million during the year ended December 31, 2024, resulting in a $15.0 million increase in cash provided by financing activities. The increases were partially offset by a $203.8 million cash outflow for the repayment of the Original Term Loan Facility and ATLAS indebtedness subsequent to the acquisition close.

Refer to “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in the Company’s final prospectus filed with the SEC on January 30, 2026 pursuant to Rule 424(b)(4) for a discussion of the cash flows for the year ended December 31, 2024 compared to the year ended December 31, 2023.

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Critical Accounting Estimates

Our consolidated financial statements have been prepared in accordance with GAAP. Preparation of the financial statements requires our management to make judgments, estimates, and assumptions that impact the reported amount of net sales and expenses, assets and liabilities, and the disclosure of contingent assets and liabilities. We consider an accounting judgment, estimate, or assumption to be critical when the estimate or assumption is complex in nature or requires a high degree of judgment and the use of different judgments, estimates, and assumptions could have a material impact on our consolidated financial statements. We periodically review our estimates and make adjustments when facts and circumstances dictate. To the extent that there are material differences between these estimates and actual results, our financial condition or results of operations will be affected.

Revenue Recognition

Our revenues are primarily derived from long-term FFP construction contracts with both domestic U.S. federal government-controlled agencies as well as commercial customers that generally span several years in duration. For FFP contracts, we recognize revenue over time (versus point in time recognition) using the POC method, as our performance creates an asset with no alternative use to us and we have an enforceable right to payment for performance completed to date.

Under the POC method, revenue is recognized based on the proportion of total costs incurred relative to total EAC. EAC includes all direct costs and indirect costs directly attributable to a contract or allocable based on our project cost pooling arrangements. We believe that this method represents the most faithful depiction of our performance because it directly measures value transferred to the customer. Estimates regarding our cost associated with the design, manufacture and delivery of products and services are used in determining the EAC. Contract estimates are based on various assumptions to project the outcome of future events that may span several years. These assumptions include, but are not limited to, the amount of time to complete the contract, including the assessment of the nature and complexity of the work to be performed, availability and cost of materials, components and subcontractor services, the availability and timing of funding from the customer, and the risk and impact of delayed performance and the level of indirect cost allocations. We bear the risk of changes in estimates to complete on a fixed-price contract, which may cause profit levels to vary from period to period.

Accounting for long-term contracts requires significant judgment relative to estimating total contract revenues and costs, in particular, assumptions relative to the amount of time to complete the contract, including the assessment of the nature and complexity of the work to be performed. Our estimates are based upon the professional knowledge and experience of our engineers, program managers and other personnel, who review each long-term contract monthly to assess the contract’s schedule, performance, technical matters and estimated cost at completion.

If, at the time of contract award or at any time during the life of a contract it becomes probable that total contract costs will exceed total contract revenue, the expected loss is recognized immediately in the consolidated statements of operations and comprehensive loss. We evaluate the contract value and cost estimates at completion for performance obligations no less frequently than quarterly, and more frequently when circumstances significantly change. Changes in contract estimates occur for a variety of reasons including, but not limited to, changes in contract scope, labor productivity, the nature and technical complexity of the work to be performed, availability and cost volatility of materials, subcontractor and vendor performance, volume assumptions, inflationary trends, and schedule and performance delays. We utilize information available to us at the time when making changes in contract EACs and apply consistent judgement across the full portfolio of programs.

Management’s estimates of total costs to be incurred are highly subjective and depend on past experience and operations. Given our limited history of operations, its rapid development and commercialization of new products, as well as our continued focus on improving and refining our manufacturing processes, these estimates are inherently subject to a high degree of estimation uncertainty and may fluctuate significantly from period to period.

Goodwill

Goodwill represents the excess of the purchase price over the fair value of net tangible and intangible assets acquired in a business combination. We evaluate goodwill for impairment annually at October 1 and whenever events or circumstances make it more likely than not that impairment may have occurred. We have determined that our business

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comprises one reporting unit. We have the option to first assess qualitative factors to determine whether events or circumstances indicate it is more likely than not that the fair value of a reporting unit is greater than its carrying amount. We consider factors in performing a qualitative assessment including, but not limited to, general macroeconomic conditions, industry and market conditions, company financial performance, changes in strategy, and other relevant entity-specific events. If we elect to bypass the qualitative assessment or do not pass the qualitative assessment, a quantitative assessment is performed.

When a quantitative assessment is performed, we utilize a discounted cash flow approach, which incorporates assumptions regarding future growth rates, terminal values, and discount rates. This process compares the estimated fair value of the reporting unit to the reporting unit’s carrying value, including goodwill. We recognize a goodwill impairment charge for the amount by which the reporting unit’s carrying amount exceeds its fair value up to the amount of goodwill. If the fair value of a reporting unit exceeds its carrying value, goodwill of the reporting unit is considered not to be impaired. For the years ended December 31, 2025, 2024 and we elected to perform a qualitative assessment for our annual review of goodwill to determine whether or not indicators of impairment exist. As a result of the qualitative assessment, no indicators of impairment were identified that would require further testing for impairment.

Recently Issued Accounting Standards

Newly adopted accounting standards are described in Note 2 to our audited consolidated financial statements in Item 8 of Part II of this Annual Report on Form 10-K.

In November 2024, the FASB issued Accounting Standard Update ("ASU") 2024-03, "Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures" (Subtopic 220-40) ("ASU 2024-03"). The ASU requires disclosure, in the notes to financial statements, of specified information about certain costs and expenses, including purchases of inventory, employee compensation, depreciation, and intangible asset amortization included in each relevant expense caption. Additionally, the amendment requires a qualitative description of the amounts remaining in the relevant expense captions that are not separately disaggregated quantitatively, and to disclose the total amount of selling expenses and, in annual reporting periods, an entity’s definition of selling expenses. The new guidance is effective for annual reporting periods beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027, with early adoption permitted. An entity may apply the amendments prospectively for reporting periods after the effective date or retrospectively to any or all prior periods presented in the financial statements. The Company is currently evaluating the impact of adoption, which is expected to have an impact on disclosures only with no impact on the Company’s results of operations, cash flows and financial condition.

In May 2025, the FASB issued ASU 2025-03, "Business Combinations (Topic 805) and Consolidation (Topic 810): Determining the Accounting Acquirer in the Acquisition of a Variable Interest Entity" (“ASU 2025-03”). This ASU improves the requirements for identifying the accounting acquirer in a business combination that is effected primarily by exchanging equity interests in which a variable interest entity is acquired. It is effective for fiscal years beginning after December 15, 2026 and is required to be applied prospectively to acquisitions occurring on or after the effective date. The Company will continue to evaluate the impact of this guidance, which will depend on the legal acquiree in future business combinations.

In September 2025, the FASB issued ASU 2025-06, “Intangibles — Goodwill and Other — Internal-Use Software (Subtopic 350-40): Targeted Improvements to the Accounting for Internal-Use Software” (“ASU 2025-06”) to simplify accounting for internal-use software by removing stage-based accounting and introducing a “probable-to-complete” threshold for capitalization. It also consolidates website development guidance under Subtopic 350-40. The standard is effective for fiscal years beginning after December 15, 2027, and interim reporting periods within those annual reporting periods. The Company is currently evaluating the impact of adoption, which is not expected to have a material impact on the Company’s consolidated financial statements.

In December 2025, the FASB issued ASU 2025-11, “Interim Reporting (Topic 270): Narrow-Scope Improvements” (“ASU 2025-11”), which intends to clarify interim reporting requirements. It provides a comprehensive list of interim disclosures that are required by GAAP, types of interim reporting, and the form and content of interim financial statements in accordance with GAAP. In addition, it requires entities to disclose events since the end of the last annual reporting period that have a material impact on the company. The new guidance is effective for annual periods beginning after December 15, 2027, and interim reporting periods within annual reporting period, with early adoption permitted. The

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Company is currently evaluating the impact of adoption, which is not expected to have a material impact on the Company’s consolidated financial statements.

Emerging Growth Company Accounting Election

Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can choose not to take advantage of the extended transition period and comply with the requirements that apply to non-emerging growth companies, and any such election to not take advantage of the extended transition period is irrevocable. We are an “emerging growth company” as defined in Section 2(a) of the Securities Act, and have elected to take advantage of the benefits of this extended transition period, which means that when a standard is issued or revised and has different application dates for public or private companies, we, as an emerging growth company, may adopt the new or revised standard at the time private companies are required to adopt the new or revised standard. We are expected to remain an emerging growth company at least through the end of the fiscal year ended December 31, 2026, and are expected to continue to take advantage of the benefits of the extended transition period. This may make it difficult or impossible to compare our financial results with the financial results of another public company that is either not an emerging growth company or is an emerging growth company that has chosen not to take advantage of the extended transition period exemptions for emerging growth companies because of the potential differences in accounting standards used.
