Voyager Technologies Announces Pricing of $435 Million Convertible Senior Notes Offering

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11/07/2025 – 12:12 AM

• A portion of proceeds will be used to support Voyager’s expansion through organic growth and strategic acquisitions
• Voyager will also purchase a capped call intended to offset dilution up to an initial cap of 150.0% premium to the last reported sale price per share of Voyager’s Class A common stock at pricing
• A portion of proceeds are expected to be used to repurchase shares, including from certain shareholders in privately negotiated transactions concurrently with the offering and through a prepaid forward stock purchase transaction

DENVER – Voyager Technologies, Inc. (NYSE: VOYG) has announced the pricing of its private offering of $435 million in aggregate principal amount of 0.75% convertible senior notes due 2030. The offering, made to qualified institutional buyers under Rule 144A of the Securities Act of 1933, saw its size increased from the initially planned $300 million. The issuance and sale of these notes are expected to close on November 12, 2025, contingent upon customary closing conditions. Furthermore, the initial purchasers hold an option to acquire an additional $65 million in notes within 13 days of the initial issuance, exclusively to cover over-allotments.

These senior, unsecured notes will bear interest at 0.75% per annum, payable semi-annually on May 15 and November 15, commencing in 2026. They will mature on November 15, 2030, subject to potential earlier repurchase, redemption, or conversion. Prior to May 15, 2030, conversion rights are triggered only upon specific events. Post that date, noteholders can convert at any time until the second trading day before maturity. Voyager retains the option to settle conversions with cash, shares of its Class A common stock, or a combination thereof. The initial conversion rate stands at 32.2799 shares per $1,000 principal amount, equating to an initial conversion price of approximately $30.98 per share. This represents a premium of roughly 30.0% over Voyager’s Class A common stock’s November 6, 2025, price of $23.83. The conversion rate and price are subject to potential adjustments based on specific events.

Voyager holds the right to redeem the notes, in whole or in part, for cash, on or after November 20, 2028, but before the 50th trading day preceding maturity, given that Voyager’s Class A common stock price exceeds 130% of the conversion price for a defined period and other condition are met. The redemption price will encompass the principal amount plus accrued interest up to the redemption date.

A “fundamental change,” as defined in the indenture, allows noteholders to demand Voyager repurchase their notes for cash, barring a limited exception. The repurchase price includes the principal amount plus any accrued interest up to the repurchase date.

Voyager anticipates net proceeds of approximately $423.2 million from this offering (or $486.6 million if the over-allotment option is fully exercised), net of discounts, commissions, and expenses. Of these funds, an estimated $63.1 million will be used to finance capped call transactions (explained below), $27.7 million to repurchase 1,162,477 shares of Class A common stock from certain existing stockholders at $23.83 per share (the stock’s price on November 6, 2025), and $131.1 million to fund a prepaid forward transaction (also detailed below). The remaining proceeds will be used for general corporate purposes. If the over-allotment option is taken up, further funds will also be allocated into additional capped call transactions. It’s worth noting that these concurrent share repurchases might influence Voyager’s Class A common stock trading price and could have affected the initial terms of the notes, particularly the conversion price.

Simultaneous with the note pricing, Voyager has entered into a prepaid forward stock repurchase transaction, committing approximately $131.1 million to repurchase shares via a privately negotiated agreement with one of the initial purchasers or its affiliates (the “forward counterparty”).

The prepaid forward initially covers 5,503,464 shares. Any cash dividends paid on Voyager’s Class A common stock during the life of this arrangement will be passed from the forward counterparty back to Voyager. The intention of this prepaid forward is to facilitate privately negotiated derivatives, including swaps, between the forward counterparty (or its affiliates) and select note investors, allowing these investors to establish short positions and hedge their investments in the notes. This arrangement creates a scenario where these investors can establish short positions that are commensurate with that offsets the initial hedges associated with the note investments. Such a move could potentially impact the market price of Voyager shares and influence the conversion price of the notes, so it enables investors to establish hedges that correspond to a commercially reasonable initial offset of their investment in the notes.

The structure of the prepaid forward, and the derivatives surrounding it, allows sophisticated investors a means to more precisely manage risk and hedge against potential downsides. However, this type of transaction will be viewed with considerable scrutiny by investors as it increases the complexity of the landscape surrounding Voyager’s stock.

Because Voyager has entered the prepaid forward agreement with the forward counterparty, the subsequent derivatives by the the forward counterparty interacting in respect of Voyager’s Class A common stock with investors in the notes could increase the stock price of Voyager’s common stock shortly after the pricing of the notes and effectively raising the initial conversion price of the notes.

Crucially, neither Voyager nor the forward counterparty will exert control over how note investors utilize these derivative transactions. These investors might also engage in other transactions concerning Voyager’s Class A common stock or the notes, including buying or selling shares. The existence of the prepaid forward, associated derivatives, and market engagements can potentially cause more purchases or sales of Voyager’s Class A common stock than otherwise. These buys or sells can lead to market impact either increasing, decreasing, or staying the size of any such impacts on the common stock and the price of the notes.

Similarly, the forward counterparty or its affiliates can adjust their hedge strategies by entering into or unwinding derivative agreements with reference to Voyager’s Class A common stock in the secondary markets at any time following the pricing of this note and prior to its maturity. Such activities could affect increases or descreases the price of Voyager’s stock or the notes which coudl affects potential conversion ability of the notes, and, to the degree the activity occurs during any period connected to conversion of notes, it could affect the value that noteholders will receive upon conversion of notes.

Furthermore, Voyager has entered into capped call transactions with some initial purchasers or their affiliates and/or other financial institutions. These transactions cover the equivalent number of shares underlying the notes, adjusted for anti-dilution, where if they occur, similar to those applicable to the notes, the number of shares of Voyager’s Class A common stock underlying the notes.

The cap price is to start around $59.58 per share, or 150% over the November 6, 2025, price of $23.83, also subject to specific adjustments.

Capped call transactions, which are common in convertible note offerings, will generally reduce the potential dilution to Voyager’s Class A common stock upon conversion of notes. In addition, such notes might also increase offset potential cash payments Voyager is required to make over principal amount of converted notes upon conversion of the notes. If, however, the the market price per share of Voyager’s Class A common stock, as measured under the terms of the capped call transactions, exceeds the cap price of the capped call transactions, there would nevertheless be dilution and/or there would not be an offset of such potential cash payments, in each case, to the extent that such market price exceeds the cap price of the capped call transactions

To establish hedges for these capped call transactions, option counterparties and their affiliates are expected to enter into derivative transactions and/or purchase Voyager’s Class A common stock, potentially influencing the market price of the stock or the notes. This hedge fund activity can be interpreted as a net positive signal for the stock.

Concurrently, to maintain liquidity of the shares and the price, counterparties can alter positions with derivatives, buy selling shares of Voyager common stock. This activity can impact the prices of the notes and the stock or affect if conversion occurs as well as the consideration received, as detailed during conversion, . It is thus imperative that investors are fully aware of the interplay between these hedging strategies, the potential impact on market trading, and the long-term implications surrounding any dilution of equity.

As previously mentioned, Voyager’s intention to repurchase shares concurrently with the pricing of the stock might lift its trading price and played a part in the the initial terms of the initial stock (conversion price)

The offering of the notes and any shares issued upon conversion are not registered under the Securities Act and are subject to the limitations of exemptions in the Securities Act and any other securities laws. This announcement is not an offer to sell, nor a solicitation of an offer to buy, the notes or related shares in any jurisdiction where such action would be unlawful.

About Voyager

Voyager is a defense and space technology company committed to advancing and delivering transformative, mission-critical solutions. By tackling the most complex challenges, Voyager aims to unlock new frontiers for human progress, fortify national security, and protect critical assets from ground to space.

Cautionary Statement Concerning Forward-Looking Statements

This press release includes forward-looking statements, including statements regarding the completion of the offering, the expected amount and intended use of the net proceeds, the effects of entering into the share repurchases, prepaid forward and capped call transactions described above. Forward-looking statements represent Voyager’s current expectations regarding future events and are subject to known and unknown risks and uncertainties that could cause actual results to differ materially from those implied by the forward-looking statements. Among those risks and uncertainties are market conditions, the satisfaction of the closing conditions related to the offering and risks relating to Voyager’s business, including those described in periodic reports that Voyager files from time to time with the SEC. Voyager may not consummate the offering described in this press release and, if the offering is consummated, cannot provide any assurances regarding its ability to effectively apply the net proceeds as described above. The forward-looking statements included in this press release speak only as of the date of this press release, and Voyager does not undertake to update the statements included in this press release for subsequent developments, except as may be required by law.

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