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The Bank of Nova Scotia reports beneficial ownership of 3,560,813 shares of Voyager Technologies, Inc. common stock, representing 6.42% of the outstanding class. The bank holds sole voting power and sole dispositive power over all these shares, with no shared voting or dispositive authority. It reports this position as a parent holding company under Rule 13d-1(b)(1)(ii)(G) and certifies that its Canadian federal regulatory regime is substantially comparable to that of equivalent U.S. institutions.
Voyager Technologies, Inc. entered into a Fourth Amendment to its existing Credit Agreement with JPMorgan Chase Bank and other lenders. The amendment increases the aggregate lending commitments by $50.0 million, bringing total committed capacity to $250.0 million and updates certain covenants and provisions.
The amended Credit Agreement continues to include an uncommitted accordion feature that allows Voyager, subject to conditions, to request up to an additional $150.0 million in commitments, for a total potential credit facility size of $400.0 million. The detailed terms of the amendment are set out in Exhibit 10.1.
Voyager Technologies, Inc. changed its legal domicile from Delaware to Texas through a redomestication effective at the acceptance of conversion documents by the Texas Secretary of State on June 18, 2026. The company continues under the same name and business operations.
Each outstanding share of Class A and Class B common stock of the Delaware corporation automatically converted into one corresponding share of the Texas corporation, with no change to trading of the Class A common stock, which continues on the New York Stock Exchange under the symbol “VOYG.”
The company’s governance is now subject to the Texas Business Organizations Code, a new Texas Certificate of Formation and new Bylaws, and certain stockholder rights changed as described in the definitive proxy statement for the 2026 annual meeting.
Voyager Technologies, Inc. agreed to acquire 100% of the outstanding capital stock of Astrobotic Technology, Inc. through an Agreement and Plan of Merger. As part of the purchase price, Voyager plans to issue Class A common stock to the sellers.
The company may issue up to 2,031,694 Closing Shares at closing, with the final amount adjusted for cash, debt, option exercises, and transaction expenses. Additional Contingent Shares may be issued later if specific earnout milestones are met, using the 20‑trading day volume‑weighted average price to calculate the number of shares.
The closing is subject to customary conditions, including required regulatory approvals, and is expected in the second half of 2026. All shares will be issued as unregistered, relying on the Section 4(a)(2) exemption, and will be "restricted securities" under Rule 144.
Finke Gabe L. reported acquisition or exercise transactions in this Form 4 filing.
Voyager Technologies director Gabe L. Finke reported an equity award of 3,130 restricted stock units (RSUs) of Class A Common Stock. The grant was made on May 29, 2026 at no purchase price as part of non-employee director compensation. Each RSU represents a contingent right to receive one share of Class A Common Stock.
The RSUs vest in full on the earlier of the day immediately prior to Voyager Technologies' next annual meeting of stockholders or May 29, 2027, subject to Finke continuing service as a non-employee director through that date. Following this award, Finke directly holds 95,734 shares or share-equivalent RSUs of Class A Common Stock.
Joh Marian reported acquisition or exercise transactions in this Form 4 filing.
Voyager Technologies director Joh Marian received an equity grant in the form of restricted stock units. On May 29, 2026, Marian was awarded 3,130 RSUs, each representing a contingent right to receive one share of Class A Common Stock at no cash cost.
The RSUs vest in full on the earlier of the day immediately prior to the company’s next annual stockholder meeting or May 29, 2027, as long as Marian continues serving as a non-employee director through that date. After this award, Marian holds 10,630 shares of Class A Common Stock, including the RSUs.
Shelton William L reported acquisition or exercise transactions in this Form 4 filing.
Voyager Technologies director William L. Shelton received an equity award in the form of restricted stock units. On May 29, 2026, he was granted 3,130 RSUs, each representing one share of Class A Common Stock, at no cash purchase price.
The RSUs vest in full on the earlier of the day immediately prior to Voyager Technologies’ next annual meeting of stockholders or May 29, 2027, provided he continues as a non-employee director through that date. Following this grant, Shelton holds 10,630 shares of Class A Common Stock directly.
SHAVERS CHERYL L reported acquisition or exercise transactions in this Form 4 filing.
Voyager Technologies, Inc. director Cheryl L. Shavers received an equity award of 3,130 restricted stock units (RSUs), each tied to one share of Class A Common Stock. The RSUs vest in full on the earlier of the day immediately prior to the company’s next annual stockholder meeting or May 29, 2027, contingent on her continued board service. Following this grant, she holds 10,630 Class A shares directly.
Stern Sol Alan reported acquisition or exercise transactions in this Form 4 filing.
Voyager Technologies director Sol Alan Stern received an award of 3,130 restricted stock units (RSUs), each representing a contingent right to one share of Class A Common Stock. The RSUs vest in full on the earlier of the day immediately prior to the company’s next annual stockholder meeting or May 29, 2027, if he continues serving as a non-employee director through that date. Following this grant, Stern holds a total of 20,429 Class A Common Stock shares and RSUs directly.
Voyager Technologies, Inc. held its 2026 annual stockholder meeting where all management proposals were approved. Common stock representing approximately 67.93% in voting power as of the April 1, 2026 record date was present or represented by proxy. Stockholders elected three Class I directors — Gabe Finke, Marian Joh and Matthew Kuta — to serve until the 2029 annual meeting. They also ratified PricewaterhouseCoopers LLP as independent registered public accounting firm for the year ending December 31, 2026. Stockholders approved the redomestication of the company from Delaware to Texas by conversion, which is expected to become effective on or about June 15, 2026, and also approved a contingent adjournment proposal that ultimately was not used.