DEF 14A of Spire Global, Inc., Apr 13, 2026

DEF 14A of Spire Global, Inc.

Filed Apr 13, 2026 · FY20250001193125-26-152898

Open on EDGAR

  1. MESSAGE FROM OUR CEO

    MESSAGE FROM OUR CEO April 13, 2026 Dear Fellow Stockholders: On behalf of the entire board of directors, I would like to express our appreciation for the trust you have placed in us to act as stewards of our company. This year brought important changes to our business. ◾ Maritime Business Divested and All Debt Eliminated. We completed the divestiture of our maritime business, enabling us to retire all debt, including a substantial amount of high-interest debt, while further strengthening our balance sheet. ◾ Achieved Technical, Operational, and Business Successes. o We conducted six launches to deploy 39 satellites, including a single-satellite radio frequency geolocation (RFGL) demonstrator — a capability historically requiring two to three satellites to achieve. o We expanded our RFGL capabilities to collect and process unencrypted, publicly broadcast voice transmissions from space using AI to transcribe, translate, and summarize even short or noisy signals in near real time. o We successfully demonstrated two-way laser communication between our satellites in orbit using optical intersatellite links, marking an advancement in high-speed, space-based data transfer. o We announced the launch of AI-driven weather models, advancing next-generation climate simulation and forecasting capabilities. o We were awarded significant new contracts which included: ▪ an $11.2 million one-year NOAA contract for RO data; ▪ a $2.5 million NOAA contract for ocean winds data; ▪ a €3 million renewal from EUMETSAT for satellite weather data; and ▪ an award from Deloitte to expand their on-orbit cyber and data operations; o We were selected for the Missile Defense Agency SHIELD IDIQ Contract. ◾ Leadership Transitioned. I was appointed as Chief Executive Officer in January 2025, succeeding our founder, Peter Platzer, who transitioned to Executive Chairman. The board of directors has confidence in our leadership team and I am committed to building on the strong foundation that has been established. ◾ Board Refreshed. Dr. Toni Rinow joined our board of directors in October 2025 bringing extensive expertise in financial and accounting strategy, capital markets, and global expansion. John Martinez also joined our board of directors in March 2026 bringing deep government and commercial expertise across national defense, security, and intelligence markets. We are excited to have Dr. Rinow and Mr. Martinez on our board of directors. New Independent Auditors Appointed. We have engaged KPMG LLP as our independent registered public accounting firm for fiscal year 2025, following PwC’s resignation. We appreciate KPMG LLP’s expertise and look forward to a productive relationship. We continue to advance our position as a leading global provider of space-based data, analytics, and space services. Our constellation of satellites provides critical data and insights to customers across space reconnaissance, aviation, and weather markets. We remain committed to innovation and operational excellence as we execute on our strategic priorities. I and the rest of the board of directors invite you to the 2026 Annual Meeting of Stockholders, which will be held virtually. Regardless of whether you are able to join the meeting, we encourage you to vote by proxy. These proxy materials contain detailed information about the matters on which we are asking you to vote. Thank you for the confidence you place in us through your investment in Spire. Sincerely, /s/ Theresa Condor

  2. TABLE OF CONTENTS

    | Executive Compensation Arrangements | 20 | | Potential Payments Upon Termination or Change in Control | 22 | | PAY VERSUS PERFORMANCE | 24 | | Pay verses Performance Relationship Description | 25 | | EQUITY COMPENSATION PLAN INFORMATION | 27 | | SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT | 27 | | PROPOSAL NO. 4—RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM | 29 | | Vote Required | 29 | | Change in Independent Registered Public Accounting Firm | 29 | | Fees Paid to the Independent Registered Public Accounting Firm | 30 | | Auditor Independence | 30 | | Audit Committee Policy on Pre-Approval of Audit and Permissible Non-Audit Services of Independent Registered Public Accounting Firm | 30 | | REPORT OF THE AUDIT COMMITTEE | 31 | | CERTAIN RELATIONSHIPS, RELATED PARTY AND OTHER TRANSACTIONS | 32 | | Policies and Procedures for Related Party Transactions | 32 | | OTHER MATTERS | 33 | | Delinquent Section 16(a) Reports | 33 | | Fiscal Year 2025 Annual Report and SEC Filings | 33 | | GENERAL INFORMATION | 34 |

  3. PROPOSAL NO. 1—ELECTION OF DIRECTORS

    PROPOSAL NO. 1—ELECTION OF DIRECTORS Our board of directors is currently composed of eight members. We have a classified board of directors consisting of three classes, each serving staggered three-year terms. At each annual meeting of stockholders, directors of a specific class of our board of directors will be elected to hold office until the expiration of the term for which they are elected and until their successors have been duly elected and qualified or until their earlier death, resignation, or removal.

  4. Nominees for the Board of Directors

    Nominees for the Board of Directors Our nominating and corporate governance committee has recommended, and our board of directors has approved, William Porteous and Toni Rinow as the nominees for election as directors at the Annual Meeting. Dr. Rinow was initially identified as a possible director candidate to the Nominating and Corporate Governance Committee by our chief executive officer. If elected, Mr. Porteous and Dr. Rinow will serve as directors until the 2029 annual meeting of stockholders and until their successors are duly elected and qualified or until their earlier death, resignation, or removal. Mr. Porteous and Dr. Rinow are currently directors of our Company. For information concerning the relevant experiences, qualifications, attributes, and skills of Mr. Porteous and Dr. Rinow that led our board of directors to recommend them as the nominees for directors, please see the section titled “Board of Directors and Corporate Governance.” Each of Mr. Porteous and Dr. Rinow have consented to being named as a nominee in this proxy statement and to continue to serve as a director, if elected; however, in the event that he or she is unable or declines to serve as a director at the time of the Annual Meeting, the proxies will be voted for any nominee designated by our board of directors to fill such vacancy. If you are a stockholder of record and you sign and submit your proxy card or vote by telephone or over the Internet but do not give instructions with respect to the voting of directors, your shares will be voted “FOR” the election of Mr. Porteous and Dr. Rinow. If you are a street name stockholder and you do not give voting instructions to your broker or nominee, your broker will leave your shares unvoted on this matter.

  5. THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” THE CLASS II DIRECTOR NOMINEES

    THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” THE CLASS II DIRECTOR NOMINEES

  6. THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” THE CLASS II DIRECTOR NOMINEES

    | Vote Required Directors are elected by a plurality of the votes cast with respect to the election of directors at the Annual Meeting. A plurality of votes cast means that the two director nominees receiving the greatest number of “For” votes at the Annual Meeting will be elected. You may vote “For” or “Withhold” for each of the nominees for election as a director. Withhold votes and broker non-votes will have no effect on the outcome of this vote. |

  7. BOARD OF DIRECTORS AND CORPORATE GOVERNANCE

    BOARD OF DIRECTORS AND CORPORATE GOVERNANCE Our business affairs are managed under the direction of our board of directors. Our board of directors currently consists of eight directors, six of whom are “independent” under the listing standards of the New York Stock Exchange (“NYSE”). We have a classified board of directors consisting of three classes, each serving staggered three-year terms. Only one class of directors is elected at each annual meeting of stockholders, with the other classes continuing for the remainder of their respective three-year terms. Each director’s term will continue until the end of such director’s three-year term and the election and qualification of their successor, or their earlier death, resignation, or removal. The following table sets forth the names, ages as of April 2, 2026, and certain other information for each of the directors with terms expiring at the Annual Meeting (both of whom are also nominees for election as a director at the Annual Meeting) and for each of the continuing members of our board of directors:

  8. BOARD OF DIRECTORS AND CORPORATE GOVERNANCE

    | Name | Class | Age | Position | Current Term Expires | Expiration of Term for Which Nominated | | Directors with Term Expiring at the Annual Meeting/Nominee | | | | | | | William Porteous (1)(2)(3) | II | 53 | Director | 2026 | 2029 | | Toni Rinow (1) | II | 61 | Director | 2026 | 2029 | | Continuing Directors | | | | | | | Joan Amble (1) | I | 72 | Director | 2028 | 2028 | | Theresa Condor | III | 45 | President, Chief Executive Officer, and Director | 2027 | 2027 | | Dirk Hoke (1) | III | 57 | Director | 2027 | 2027 | | John Martinez (2) | III | 53 | Director | 2027 | 2027 | | Stephen Messer (1)(2) | I | 54 | Director | 2028 | 2028 | | Peter Platzer | I | 56 | Executive Chairman | 2028 | 2028 |

  9. BOARD OF DIRECTORS AND CORPORATE GOVERNANCE

    _____________ (1) Member of our audit committee. (2) Member of our compensation committee. (3) Member of our nominating and corporate governance committee.

  10. Nominees for the Board of Directors

    Nominees for the Board of Directors William Porteous has served as one of our directors since August 2021. Mr. Porteous served as one of the directors of Legacy Spire (as defined below) from May 2014 through the Closing (as defined below). Since August 2000, Mr. Porteous has been with RRE Ventures, LLC, a venture capital firm, where he currently serves as a General Partner and the firm’s Chief Operating Officer. Over the course of his career, Mr. Porteous has served on the board of directors of more than 20 companies. In addition to Spire, Mr. Porteous currently serves as Chairman of the board of directors of BlackSky Technology Inc. (NYSE: BKSY), as well as on the board of directors of Nanit, Paperless Post, Pilot Fiber, Ursa Space Systems, WaveXR, Lovelace.AI, and Hyperspectral.AI. Mr. Porteous has also served as Co-Chairman and Founder at the Dockery Farms Foundation, a non-profit dedicated to preserving the historic property and heritage of Dockery Farms. Mr. Porteous served as an Adjunct Associate Professor at Columbia University from January 2003 to May 2018. Mr. Porteous holds a B.A. in English from Stanford University, an M.B.A. from Harvard Business School, and an M.S. in Economics and Industrial Relations from the London School of Economics and Political Science. Mr. Porteous was selected to serve on our board of directors because of his extensive business and leadership experience. Toni Rinow has served as one of our directors since October 2025. Dr. Rinow previously served as the Chief Financial Officer of SANUWAVE Health, Inc., a medical device company, from August 2022 to March 2024, and previously chaired the audit committee of Sprout AI Inc., an AI-driven vertical farming company, from April 2022 to June 2024. She also served as an independent board director at Converge Technology Solutions, a global IT solutions provider spanning digital infrastructure, cybersecurity, managed services, cloud platforms, application modernization, digital workplace, advanced analytics and artificial intelligence, from June 2022 until May 2025. Converge was acquired in a go private transaction with HIG Capital for over $1.0 billion in cash. Dr. Rinow has held senior leadership roles as Global General Manager at Jubilant DraxImage, a global leader in nuclear medicine, and as Chief Financial Officer and Chief Operating Officer of Canadian leader Isologic Innovative Radiopharmaceuticals. She currently holds a board seat with the Chambre des Huissiers de Justice du Québec and is a member of Extraordinary Women on Boards (EWOB). Dr. Rinow holds a B.S. in Chemical Engineering from the University of Strasbourg, a Ph.D. in Biophysics and Chemistry from the University of Montreal, and an M.B.A. in Finance and Administration and a Graduate degree in Accounting from McGill University. Dr. Rinow was selected to serve on our board of directors because of her expertise in financial and accounting strategy, capital markets and global expansion.

  11. Continuing Directors

    Continuing Directors Joan Amble has served as one of our directors since August 2022. She has an extensive career in finance, most recently serving as Executive Vice President, Finance, and Comptroller for American Express. Prior to holding senior leadership positions at American Express, Ms. Amble spent more than a decade at General Electric, most recently serving as Chief Operating Officer and Chief Financial Officer for GE Capital Markets, overseeing securitizations, debt placement, and syndication, as well as structured equity transactions. She has extensive experience in corporate governance, having served on the board of directors of Broadcom Corp, Brown-Forman, Sirius XM Holdings Inc., and as an independent advisor to the Executive Committee of the U.S. affiliate of Societe Generate S.A. Ms. Amble currently serves on the board of directors of Zurich Insurance Group AG (OTCMKTS: ZURVY) and Booz Allen Hamilton Holding Corp. (NYSE: BAH). Until May 2023, she was a board member, audit committee chair and member of the nomination and governance committee at BuzzFeed, Inc. She is currently the president of JCA Consulting, LLC. Throughout her career, Ms. Amble has been a tremendous advocate for the professional development of women in business. She is the co-founder of W.O.M.E.N in America, a leadership program launched in the fall of 2009. Ms. Amble holds a B.S. in Accounting from Pennsylvania State University. Ms. Amble was selected to serve on our board of directors because of her extensive business experience and leadership in finance, accounting, and corporate governance. Theresa Condor has served as our President since March 5, 2025, our Chief Executive Officer since January 2025 and one of our directors since August 2021. Prior to her role as Chief Executive Officer, Ms. Condor served as Chief Operating Officer from October 2021 to December 2024 and Executive Vice President, General Manager of Space Services and Earth Intelligence from August 2021 to October 2021. Ms. Condor also served as Executive Vice President, General Manager of Space Services and Earth Intelligence at Legacy Spire, in addition to serving in a variety of other roles, since February 2013, and served as one of Legacy Spire’s directors since November 2015. From August 2008 to February 2012, Ms. Condor was with Citigroup Inc., an investment bank and financial services company, where she served most recently as Vice President of Trade Risk Distribution at the Latin America Desk and previously as a Rotating Management Associate. Ms. Condor holds a B.A. in Government from Cornell University and an M.I.A. in International Finance and Policy from the School of International and Public Affairs at Columbia University. Ms. Condor was selected to serve on our board of directors because of her industry, business, and leadership experience and the perspective and experience she brings as our Chief Executive Officer. Dirk Hoke has served as one of our directors since November 2021. Mr. Hoke is currently the Chief Executive Officer of VOITH Group, a global operating technology company. Mr. Hoke was the Chief Executive Officer of Volocopter GmbH, the pioneer of Urban Air Mobility, until February 2025. In December 2024, Volocopter GmbH began provisional insolvency proceedings and was subsequently acquired by Diamond Aircraft Industries in March 2025. Prior to joining us, Mr. Hoke served as the Chief Executive Officer of the Airbus Defence and Space division of Airbus SE and served as a member of the Airbus Executive Committee from January 2016 to August 2021. Before joining Airbus, he worked at Siemens AG, where he held various executive-level positions including General Manager for the Transrapid Propulsion and Power Supply, President of Siemens Transportation Systems China, the first Chief Executive Officer of Siemens Africa and the Chief Executive Officer of Industrial Solutions, Customer Services and Large Drives in Germany from May 2005 to December 2015. Mr. Hoke currently serves on the board of directors of SolarEdge Technologies, Inc. (NASDAQ: SEDG), Voyager Space, and Körber. He holds a degree in Mechanical Engineering from the Technical University of Brunswick, Germany and is an Alumni of the Young Global Leader Program of the World Economic Forum. Mr. Hoke was selected to serve on our board of directors because of his in-depth experience and leadership in the aerospace industry. John Martinez has served as one of our directors since March 2026. Mr. Martinez currently serves as Chief Legal Officer at Parsons Corporation, a publicly traded technology provider focused on national security and global infrastructure markets. Prior to joining Parsons Corporation, Mr. Martinez served as Chief Legal Officer at Maximus from September 2023 to February 2026 and as General Counsel at GE Aerospace from August 2021 to September 2023. Earlier in his career, he held senior executive roles at Raytheon Technologies in their intelligence and space business segments, the Office of the Director of National Intelligence and within the U.S. intelligence community. Mr. Martinez holds a B.A. in Political Science from Pennsylvania State University and a J.D. from St. John's University School of Law. Mr. Martinez was selected to serve on our board of directors because of his deep government and commercial expertise across national defense, security, and intelligence markets. Stephen Messer has served as one of our directors since August 2021. Mr. Messer served as one of the directors of Legacy Spire from May 2014 through the Closing. Mr. Messer has served as Member at Zephir Worldwide LLC, a venture capital firm, since 2012. Mr. Messer has served as Vice Chairman and Co-Founder at Collective[i], a foundation AI model for Commerce, since January 2008 and as President and Co-Founder of World Evolved Services, LLC, a venture capital firm, since January 2006. Prior to this, Mr. Messer served as Chief Executive Officer and Co-Founder at LinkShare Corporation, an affiliate marketing service company acquired by Rakuten Group, Inc., from 1996 to 2005. Mr. Messer currently serves on the board of directors of several private companies and on the advisory boards for multiple venture capital firms. Mr. Messer holds a B.A. in Government and Law, History from Lafayette College and a J.D. from Benjamin N. Cardozo School of Law, Yeshiva University. Mr. Messer was selected to serve on our board of directors because of his extensive business and leadership experience and his experience in technology, AI, and growth companies. Peter Platzer has served as one of our directors since August 2021 and became the Executive Chairman in January 2025. He served as our Chief Executive Officer from August 2021 to December 2024 and as our President from August 2021 to March 5, 2025. Mr. Platzer served as the co-founder and Chief Executive Officer of Legacy Spire and as one of its directors from September 2012 through the Closing. Prior to this, Mr. Platzer served as Senior Portfolio Manager at Vegasoul Capital, LLC, an asset management firm, from September 2010 to September 2011, and as Director, Proprietary Trader at Deutsche Bank AG, an investment bank and financial services company, from July 2007 to December 2010. Mr. Platzer also served as Head of Quantitative Research at TRG Management LP, also known as The Rohatyn Group, an asset management firm, from May 2003 to July 2007. Mr. Platzer holds a Dipl. Ing (equivalent to B.S., M.S., and Ph.D. qualification exam) in Physics from the Technical University of Vienna, an M.S. cum laude in Space Science and Management from the International Space University, and an M.B.A. summa cum laude from Harvard Business School. Mr. Platzer was selected to serve on our board of directors because of the perspective and experience he brings as our former President and Chief Executive Officer.

  12. Considerations in Evaluating Director Nominees

    Considerations in Evaluating Director Nominees Our nominating and corporate governance committee is responsible for reviewing with the board of directors the appropriate characteristics, skills, and experience required for the board of directors as a whole and its individual members. Our nominating and corporate governance committee uses a variety of methods to identify and evaluate director nominees. Some of the qualifications that our nominating and corporate governance committee considers include, without limitation, issues of character, integrity, judgment, corporate experience, and diversity and other individual qualities and attributes that contribute to the total mix of viewpoints and experience represented on the board of directors, potential conflicts of interest, and other commitments. Nominees must also have the highest personal and professional ethics and integrity, have proven achievement and competence in their field and the ability to exercise sound business judgment, have skills that are complementary to those of the existing board of directors, the ability to assist and support management and make significant contributions to our success, and understand the fiduciary responsibilities that are required of a member of our board of directors and have sufficient time and energy necessary to diligently carry out those responsibilities. Members of our board of directors are expected to prepare for, attend, and participate in all board of directors and applicable committee meetings. Our nominating and corporate governance committee may also consider such other factors as it may deem, from time to time, are in our and our stockholders’ best interests. In its evaluation of director candidates, our nominating and corporate governance committee considers the suitability of each director candidate, including current directors, in light of current size and composition, organization, and governance of our board of directors and the needs of our board of directors and the respective committees of our board of directors. In making determinations regarding nominations of directors, our nominating and corporate governance committee may take into account the benefits of diverse viewpoints. Our nominating and corporate governance committee also considers the above factors and other factors as it oversees the annual board of director and committee evaluations. After completing its review and evaluation of director candidates, including incumbent directors, our nominating and corporate governance committee recommends to our full board of directors the director nominees for selection.

  13. Equity Award Timing Policies and Practices

    Equity Award Timing Policies and Practices We do not grant equity awards in anticipation of the release of material non-public information, and we do not time the release of material non-public information based on equity award grant dates or for the purpose of affecting the value of executive compensation. In addition, we do not take material non-public information into account when determining the timing and terms of such awards. Although we do not have a formal policy with respect to the timing of our equity award grants, the compensation committee has typically granted such awards on a predetermined annual schedule.

  14. Director Compensation

    Director Compensation

  15. Director Compensation Policy

    Director Compensation Policy We have an Outside Director Compensation Policy (the “director compensation policy”). Under the director compensation policy, each non-employee director will receive the cash and equity compensation for board services described below. We also will reimburse our non-employee directors for reasonable, customary, and documented travel expenses to meetings of our board of directors or its committee and other expenses.

  16. Maximum Annual Compensation Limit

    Maximum Annual Compensation Limit Our director compensation policy provides that in any fiscal year, no non-employee director may be granted equity awards (based on grant date fair value determined in accordance with U.S. generally accepted accounting principles (“GAAP”), and be provided any other compensation, including without limitation cash retainers or fees in amounts that, in the aggregate, exceed $750,000, provided that such amount is increased to $1,000,000 in the fiscal year of initial service as a non-employee director. Equity awards granted or other compensation provided to a non-employee director for services provided as an employee or consultant (other than a non-employee director) will not count toward this annual limit. The maximum limit does not reflect the intended size of any potential compensation or equity awards to our non-employee directors.

  17. Equity Compensation

    Equity Compensation Initial Award. Pursuant to our director compensation policy, on the first trading day on or after the date that a person first becomes a non-employee director, such person will receive an initial award of restricted stock units (“RSUs”) with an aggregate grant date fair value, determined in accordance with GAAP, equal to $275,000 (with any fractional share rounded down) (the “Initial Award”). The Initial Award will be scheduled to vest in three, equal installments on each of the one-, two-, and three-year anniversaries of the Initial Award’s grant date, in each case subject to continued services to us through the applicable vesting date. If the person was a member of our board of directors and also an employee, then becoming a non-employee director due to termination of employment will not entitle the person to an Initial Award. The number of shares subject to an Initial Award will be determined by dividing the grant date fair value amount by the closing sales price of a share of our Class A common stock on the grant date of the Initial Award (or, if no closing sales price was reported on that date, on the last trading day such closing sales price was reported), with the number of shares subject to the Initial Award, if any fractional share results, rounded down to the nearest whole share. Annual Award. On the first trading day immediately after the date of each annual meeting of our stockholders, each non-employee director who has served as a non-employee director for at least six months through the date of such annual meeting will receive automatically an annual award of RSUs with an aggregate grant date fair value, determined in accordance with GAAP, equal to $175,000 (with any fractional share rounded down) (the “Annual Award”). Each Annual Award will be scheduled to vest in full on the earlier of the one-year anniversary of the grant date, or the date of the next annual meeting following the grant date, subject to continued services to us through the applicable vesting date. The number of shares subject to an Annual Award will be determined by dividing the grant date fair value amount by the closing sales price of a share of our Class A common stock on the grant date of the Annual Award (or, if no closing sales price was reported on that date, on the last trading day such closing sales price was reported), with the number of shares subject to the Annual Award, if any fractional share results, rounded down to the nearest whole share. Change in Control. In the event of a change in control, as defined in the 2021 Equity Incentive Plan (the “2021 Plan”), each non-employee director’s then-outstanding equity awards covering shares of our Class A common stock that were granted to him or her while a non-employee director will accelerate vesting in full. Other Award Terms. Each Initial Award and Annual Award will be granted under the 2021 Plan (or its successor plan, as applicable) and form of award agreement under such plan. Stock Awards in Lieu of Cash Retainers. Our director compensation policy allows non-employee directors to elect to convert 100% of their cash retainer fees with respect to services to be performed in the next fiscal year of ours into an award of shares of our Class A common stock (each, a “Retainer Award”) in accordance with the election procedures under our director compensation policy. Retainer Awards will be granted automatically on the first trading day immediately following each of the four fiscal quarters in the applicable fiscal year, subject to the non-employee director’s continued service with us through such date. The number of shares subject to a Retainer Award will be determined by dividing the amount of cash retainer fees otherwise payable for the most recently completed fiscal quarter described above applicable to the non-employee director, by the closing sales price of a share of our Class A common stock on the grant date of the Retainer Award (or, if no closing sales price was reported on that date, on the last trading day such closing sales price was reported), with the number of shares subject to the Retainer Award, if any fractional share results, rounded down to the nearest whole share. Stock Option in Lieu of Restricted Stock Units and Cash Retainers. Our director compensation policy also allows non-employee directors to elect to receive their Initial Award or Annual Award, as applicable, in the form of stock options to purchase shares of our Class A common stock, in accordance with the election procedures under our director compensation policy. In the case of Annual Awards, any election by the non-employee director will be required to be made for the next calendar year, and in the case of Initial Awards, any election by the non-employee director will be required to be made within a specified period in connection with such individual first becoming a non-employee director. Each stock option award will cover that number of shares of our Class A common stock that results in a grant date fair value, determined in accordance with GAAP, that is equal to the value of the Initial Award or Annual Award as described above (with the number of shares subject to such award, if any fractional share results, rounded down to the nearest whole share), and have the same vesting schedule that applies to the Initial Annual or Annual Award, as applicable, as described above. Further, any non-employee director who has both an election in place to receive stock options in lieu of RSUs for the Annual Award and an election in place to receive cash retainer fees in the form of a Retainer Award, automatically will receive Retainer Awards in the form of stock options. The number of shares of our Class A common stock subject to each such stock option award will be determined as such number of shares, based on the closing sales price of a share of our Class A common stock on the date of the grant of the Retainer Award (or, if no closing sales price was reported on that date, on the last trading day such closing sales price was reported), that would result in a grant date fair value, determined in accordance with GAAP, of the stock option being equal to the cash retainer fees otherwise payable for the most recently completed fiscal quarter described above applicable to the non-employee director (with the number of shares subject to the Retainer Award, if any fractional share results, rounded down to the nearest whole share). Each such Retainer Award granted as stock options will be fully vested and exercisable on its grant date. Each stock option described above granted under our director compensation policy will have a per share exercise price equal to 100% of the fair market value of a share of our Class A common stock on the award’s grant date, and a maximum term to expiration of 10 years from the grant date.

  18. Director Compensation Table for Fiscal Year 2025

    Director Compensation Table for Fiscal Year 2025 The following table provides information regarding compensation of our non-employee directors for service as directors, for the year ended December 31, 2025. Directors who are also our employees receive no additional compensation for their service as directors. During 2025, our employee directors, Mr. Platzer and Ms. Condor, did not receive any compensation for their services as directors. See “Executive Compensation” for additional information regarding Mr. Platzer’s and Ms. Condor’s compensation.

  19. Director Compensation Table for Fiscal Year 2025

    | Name | Fees Earned or Paid in Cash (1) | Stock Awards (2) | Option Awards (3) | Non-Equity Incentive Plan Compensation | Non-Qualified Deferred Compensation Earnings | All Other Compensation | Total | | Joan Amble | $59,750 | $174,999 | $— | $— | $— | $— | $234,749 | | Dirk Hoke | $59,750 | $— | $130,766 | $— | $— | $— | $190,516 | | Stephen Messer | $65,000 | $174,999 | $— | $— | $— | $— | $239,999 | | William Porteous | $95,692 | $174,999 | $— | $— | $— | $— | $270,691 | | Toni Rinow | $10,870 | $274,987 | $— | $— | $— | $— | $285,857 |

  20. Director Compensation Table for Fiscal Year 2025

    __________

  21. Director Compensation Table for Fiscal Year 2025

    | (1) The amounts reported represent the cash retainer amounts received and, for those directors who elected to receive all or a portion of their cash retainers in the form of stock or option awards, the value of the equity award on the date of grant. | | (2) The amounts reported represent the aggregate grant-date fair value of the RSUs awarded to the director in 2025, computed in accordance with FASB ASC Topic 718, Stock Compensation (“ASC 718”), disregarding forfeiture assumptions. These amounts do not reflect the actual economic value that may be realized by the non-employee directors, and there can be no assurance that these amounts will ever be realized by the non-employee directors. | | (3) The amounts reported represent the aggregate grant-date fair value of stock options awarded to the director in 2025, computed in accordance with ASC 718. For discussion of the assumptions used in calculating the dollar amount recognized for financial statement reporting purposes of the awards reported in this column, see Note 11 to our consolidated financial statements in the Annual Report on Form 10-K for the year ended December 31, 2025. |

  22. Director Compensation Table for Fiscal Year 2025

    The following table lists all outstanding equity awards held by our non-employee directors as of December 31, 2025:

  23. Director Compensation Table for Fiscal Year 2025

    | | | Option Awards | | | Stock Awards | | Name | Grant Date | Number of Securities Underlying Unexercised Options | Option Exercise Price Per Share ($) | Option Expiration Date | Number of Securities Underlying Unvested Stock Awards | | Joan Amble | 6/5/2025 | — | — | — | 15,909(3) | | Dirk Hoke | 11/15/2021 | 12,246(1) | 43.20 | 11/15/2031 | — | | | 6/2/2022 | 22,389(1) | 13.92 | 6/2/2032 | — | | | 6/14/2023 | 61,446(1) | 5.37 | 6/14/2033 | — | | | 6/5/2024 | 33,901(1) | 10.17 | 6/5/2034 | — | | | 6/5/2025 | 21,650(2) | 11.00 | 6/5/2035 | — | | Stephen Messer | 4/1/2019 | 762(1) | 14.80 | 4/1/2029 | — | | | 2/18/2021 | 22,852(1) | 26.32 | 2/18/2031 | — | | | 6/5/2025 | — | — | — | 15,909(3) | | William Porteous | 6/5/2025 | — | — | — | 15,909(3) | | Toni Rinow | 10/13/2025 | — | — | — | 21,517(4) |

  24. Director Compensation Table for Fiscal Year 2025

    ____________

  25. Director Compensation Table for Fiscal Year 2025

    | (1) The shares of our Class A common stock underlying this option are fully vested and immediately exercisable. | | (2) The shares of our Class A common stock underlying this option fully vest on June 5, 2026, subject to Mr. Hoke’s continued role as a service provider to us. | | (3) The shares of our Class A common stock underlying this RSU fully vest on June 5, 2026, subject to the applicable director’s continued role as a service provider to us. | | (4) The shares of our Class A common stock underlying these RSUs vest 1/3 annually commencing on October 13, 2026, subject to Dr. Rinow’s continued role as a service provider to us. |

  26. Role of Compensation Consultant

    Role of Compensation Consultant In 2025, the compensation committee engaged Compensia, Inc. (“Compensia”), as its independent compensation consultant. Compensia advised the compensation committee on executive and director compensation matters, including the competitiveness of our executive compensation program, peer group composition, and market trends; compensation levels for our named executive officers; the design of our compensation programs (including incentive plans, equity awards, retention strategies, stock ownership guidelines, and severance and change-in-control arrangements); and non-employee director compensation.

  27. Annual Cash Incentive Program

    Annual Cash Incentive Program In February 2025, the Compensation Committee approved the annual short-term incentive bonus program for the NEOs, which is based entirely on the achievement of Company financial metrics. The program is weighted equally between (i) cash, cash equivalents, and marketable securities and (ii) revenue. For the year ended December 31, 2025, the cash, cash equivalents, and marketable securities metric had a target of $100 million, and the revenue metric had a target of $80 million. Payouts are determined based on the percentage of each performance level achieved. The compensation committee also established the target percentage by which the base salary of each named executive officer would be multiplied in order to determine the dollar amount that would be multiplied by the weighted percentage payout level applicable to each named executive officer following determination of such based on actual performance. The target amount for each named executive officer is set forth below:

  28. Annual Cash Incentive Program

    | Named Executive Officer | Target % of 2025 Annual Base Salary | | Theresa Condor | 100% | | Gabriel Oehme | 75% | | Celia Pelaz | 70% |

  29. Annual Cash Incentive Program

    In February 2026, the compensation committee determined the degree to which cash and revenue were achieved. The compensation committee determined that: • Cash, cash equivalents and marketable securities was $81.8 million as of December 31, 2025, resulting in 81.8% of target; and • Revenue was $71.6 million for the year ended December 31, 2025, resulting in 88.2% of target. As a result, the weighted calculation was 85% of target, resulting in annual cash incentive bonus payouts of €400,044 for Ms. Condor, €136,596 for Mr. Oehme, and €251,608 for Ms. Pelaz. Bonus payouts for Mr. Oehme and Ms. Pelaz were prorated based on each individual's period of employment during the year.

  30. Equity Awards

    Equity Awards A key component of an executive officer’s compensation is equity incentive awards, which are critical to focusing our executives on the Company’s long-term growth and creating stockholder value. The compensation committee grants equity awards under the 2021 Plan. In February 2025, the compensation committee, as part of its annual review of executive compensation, approved grants of RSUs to Ms. Condor, which were granted effective May 28, 2025, and vest in equal 1/12th installments on a monthly basis beginning June 20, 2025. In addition, Ms. Condor received an additional grant of 468,000 RSUs, effective May 28, 2025, which vest in equal 1/12th installments on a quarterly basis beginning August 20, 2025. On January 6, 2025 Ms. Pelaz received a new-hire grant of 150,000 RSUs, which 1/4th of the total shares vested on February 20, 2026, with 1/12th of the remaining shares vesting quarterly thereafter, commencing May 20, 2026. On February 4, 2025, Mr. Oehme received a new-hire grant of 100,000 RSUs, which 1/4th of the total shares vested on February 20, 2026, with 1/12th of the remaining shares vesting quarterly thereafter, commencing May 20, 2026. In addition, Mr. Oehme received an additional grant of 50,000,which 1/4th of the total shares will vest on November 20, 2026, with 1/12th of the remaining shares vesting quarterly thereafter commencing February 20, 2027. The following sets forth the RSUs granted in 2025 to the NEOs:

  31. Equity Awards

    | Name | Grant Date | Number of RSUs Granted | | Theresa Condor | 5/28/2025 | 30,000 | | | 5/28/2025 | 468,000 | | Gabriel Oehme | 2/4/2025 | 100,000 | | | 8/27/2025 | 50,000 | | Celia Pelaz | 1/6/2025 | 150,000 |

  32. Summary Compensation Table for Fiscal Year 2025

    Summary Compensation Table for Fiscal Year 2025 The following table presents information regarding compensation earned by or awarded to our named executive officers during the years ended December 31, 2025 and 2024.

  33. Summary Compensation Table for Fiscal Year 2025

    | Name and Principal Position | Year | Salary | Bonus | Stock Awards (1) | Non-Equity Incentive Plan Compensation | All Other Compensation | Total | | Theresa Condor President and Chief Executive Officer | 2025 | $564,525(2) | $— | $5,363,460 | $468,051 | $17,524(6) | $6,413,560 | | | 2024 | $434,590(3) | $— | $2,231,100 | $— | $15,241(6) | $2,680,931 | | Gabriel Oehme Chief Technology Officer | 2025 | $410,865(5) | $— | $2,353,500 | $159,817 | $— | $2,924,182 | | Celia Pelaz Chief Operating Officer | 2025 | $497,510(4) | $— | $2,278,500 | $294,382 | $— | $3,070,392 |

  34. Summary Compensation Table for Fiscal Year 2025

    ____________

  35. Summary Compensation Table for Fiscal Year 2025

    | (1) The amounts reported in this column represent the aggregate grant date fair value of the RSUs granted to each named executive officer, computed in accordance with ASC 718. The grant date fair value of the RSUs was calculated based on the closing price of our Class A common stock on the date of grant or, if the grant was not a trading day, the closing price on the last market trading day prior to the date of grant, and does not take into account any estimated forfeitures related to time-based vesting conditions. See the “Outstanding Equity Awards at 2025 Year-End” table for additional details of the RSU grants. | | (2) Ms. Condor’s annual base salary is paid in Euros. Ms. Condor’s annual base salary in 2025 was €472,000 and rose to €490,000 on May 28, 2025. The amount shown reflects the aggregate translation of salary paid in Euro to USD based on the average exchange rate applicable for each monthly pay period. | | (3) Ms. Condor’s annual base salary is paid in Euros. Ms. Condor’s annual base salary in 2024 was €392,157 and rose to €422,000 on September 1, 2024. The amount shown reflects the aggregate translation of salary paid in Euro to USD based on the average exchange rate applicable for each monthly pay period. | | (4) Ms. Pelaz’s annual base salary is paid in Euros. Ms. Pelaz’s annual base salary in 2025 was €430,000. The amount shown reflects the aggregate translation of salary paid in Euro to USD based on the average exchange rate applicable for each monthly pay period. | | (5) Mr. Oehme’s annual base salary is paid in Euros. Mr. Oehme’s annual base salary in 2025 was €345,000 and rose to €375,000 on September 1, 2025. The amount shown reflects the aggregate translation of salary paid in Euro to USD based on the average exchange rate applicable for each monthly pay period. | | (6) Amount reflects personal travel, tax preparation services, parking, and meal allowances. |

  36. Outstanding Equity Awards at 2025 Year-End

    Outstanding Equity Awards at 2025 Year-End The following table sets forth information regarding outstanding equity awards held by our named executive officers as of December 31, 2025:

  37. Outstanding Equity Awards at 2025 Year-End

    | | | Option Awards (1) | | | | Stock Awards (4) | | | Name | Grant Date | Number of Shares Underlying Options Exercisable | Number of Shares Underlying Options Unexercisable | Option Exercise Price ($) (2) | Option Expiration Date (3) | Number of Shares or Units of Stock That Have Not Vested | Market Value of Shares or Units of Stock That Have Not Vested ($) (5) | | Theresa Condor | 6/29/2016 | 2,285(6) | — | 7.04 | 6/28/2026 | — | — | | | 6/29/2016 | 18,282(6) | — | 7.04 | 6/28/2026 | — | — | | | 11/15/2016 | 554(6) | — | 7.84 | 11/14/2026 | — | — | | | 11/15/2016 | 820(6) | — | 7.84 | 11/14/2026 | — | — | | | 3/8/2017 | 1,975(6) | — | 7.84 | 3/7/2027 | — | — | | | 3/21/2018 | 82,835(6) | — | 14.80 | 3/20/2028 | — | — | | | 11/13/2018 | 1,186(6) | — | 14.80 | 11/12/2028 | — | — | | | 11/12/2019 | 6,855(6) | — | 15.60 | 11/11/2029 | — | — | | | 11/2/2020 | 23,498(6) | — | 17.36 | 11/1/2030 | — | — | | | 11/11/2020 | 10,283(6) | — | 17.36 | 11/10/2030 | — | — | | | 2/18/2021 | 15,895(6) | — | 26.32 | 2/17/2031 | — | — | | | 2/4/2022 | — | — | — | — | 8,687(7) | 65,153 | | | 4/14/2023 | — | — | — | — | 37,734(8) | 283,005 | | | 3/7/2024 | — | — | — | — | 23,125(9) | 173,438 | | | 5/28/2025 | — | — | — | — | 12,500(10) | 93,750 | | | 5/28/2025 | — | — | — | — | 390,000(11) | 2,925,000 | | Gabriel Oehme | 2/4/2025 | — | — | — | — | 100,000(12) | 750,000 | | | 8/27/2025 | — | — | — | — | 50,000(13) | 375,000 | | Celia Pelaz | 1/6/2025 | — | — | — | — | 150,000(12) | 1,125,000 |

  38. Outstanding Equity Awards at 2025 Year-End

    | (1) Each of the outstanding option awards listed was granted pursuant to the Spire Global, Inc. 2012 Stock Option and Grant Plan. | | (2) Represents the grant date fair value of a share of our Class A common stock, as determined by our board of directors. | | (3) Each option expiration date is the date 10 years after the grant date, with earlier expiration in the event of termination of service. | | (4) Each of the stock awards listed was granted pursuant to the 2021 Plan. | | (5) The market value of each stock award listed is based on the closing market price per share of our Class A common stock on the NYSE on December 31, 2025. | | (6) The shares underlying this option are fully vested and immediately exercisable. | | (7) RSU award pursuant to which 1/4th of the total shares vest quarterly, commencing May 20, 2025, subject to the officer’s continued role as a service provider to us. | | (8) RSU award pursuant to which 1/16th of the total shares vest quarterly, commencing May 20, 2023, subject to the officer’s continued role as a service provider to us. | | (9) RSU award pursuant to which 1/8th of the total shares vest quarterly, commencing May 20, 2024, subject to the officer’s continued role as a service provider to us. | | (10) RSU award pursuant to which 1/12th of the total shares vest monthly, commencing June 20, 2025, subject to the officer’s continued role as a service provider to us. | | (11) RSU award pursuant to which 1/12th of the total shares vest quarterly commencing, August 20, 2025, subject to the officer’s continued role as a service provider to us. | | (12) RSU award pursuant to which 1/4th of the total shares vested on February 20, 2026, with 1/12th of the remaining shares vesting quarterly thereafter, commencing May 20, 2026, subject to the officer’s continued role as a service provider to us. | | (13) RSU award pursuant to which 1/4th of the total shares vested on November 20, 2026, with 1/12th of the remaining shares vesting quarterly thereafter commencing February 20, 2027, subject to the officer’s continued role as a service provider to us. |

  39. Potential Payments Upon Termination or Change in Control

    Potential Payments Upon Termination or Change in Control The Restated Condor Agreement and the Pelaz Agreement provide for severance pay and benefits in the event the executive’s employment is terminated by the Company without Cause (as defined in the respective employment agreements) or due to the executive’s resignation for Good Reason (as defined in the respective employment agreements), with such terminations referred to as a “Qualifying Termination.” The Restated Condor Agreement and the Pelaz Agreement provide that if the executive’s employment is terminated as the result of a Qualifying Termination, and the termination date occurs before a Change in Control (as defined in the 2021 Plan) or after the period that begins on the date of a Change in Control during the term and ends on the 18 month anniversary of such Change in Control (the “Change in Control Period”), then the Company shall, in addition to paying executive’s base salary and other compensation earned through the termination date: • pay to the executive as severance pay an amount equal to 100% of executive’s annualized base salary as of the termination date (or annualized base salary as of immediately prior to a material reduction of such base salary), less all legally required and authorized deductions and withholdings, payable in a lump sum on the first regular payroll date immediately following the termination date (the “Non-CIC Severance Payment”); • pay to the executive as additional severance pay an amount equal to 100% of executive’s target annual cash bonus for the fiscal year in which the termination date occurs, less all legally required and authorized deductions and withholdings, payable in a lump sum on the Company’s first regular payroll date immediately following the termination date (the “Non-CIC Bonus Payment”); • pay to the executive as additional severance a lump sum cash payment equal to 100% of executive’s group health insurance coverage with the Company, at the same level of coverage that was in effect as of the termination date, for a period of 12 months, less all legally required and authorized deductions and withholdings, payable in a lump sum on the Company’s first regular payroll date immediately following the termination date (the “Non-CIC Benefits Continuation Payment”); and • pay up to $15,000 under the restated Condor Agreement, or €15,000 under the Pelaz Agreement, for outplacement services by an outplacement services provider selected by the executive, with any such amount payable by the Company directly to the outplacement services provider or reimbursed to the executive, in either case subject to submission of appropriate receipts before the 12 month anniversary of the termination date (the “Outplacement Payments”). The Restated Condor Agreement also provide that in the case of such a termination, Ms. Condor’s then-outstanding equity awards will accelerate and immediately become fully vested, and the period to exercise any award will become the expiration date of such award, as applicable. The Restated Condor Agreement and the Pelaz Agreement provide that if the executive’s employment is terminated as the result of a Qualifying Termination, and the termination date occurs during the Change in Control Period, then the Company shall, in addition to paying executive’s base salary and other compensation earned through the termination date: • pay to the executive as severance an amount equal to the sum of (i) 150% of executive’s annualized base salary as of the termination date (or annualized base salary as of immediately prior to a material reduction of such base salary) (the “CIC Severance Payment”), (ii) 150% of the executive’s target annual cash bonus for the fiscal year in which the termination date occurs (the “CIC Bonus Payment”), and (iii) 150% of the executive’s group health insurance coverage with the Company, at the same level of coverage that was in effect as of the termination date, for a period of 18 months (the “CIC Benefits Continuation Payment”), in each case less all legally required and authorized deductions and withholdings, payable in a lump sum on the Company’s first regular payroll date immediately following the termination date; and pay the Outplacement Payments. The Restated Condor Agreement and the Pelaz Agreement also provide that in the case of such a termination, the executive’s then-outstanding equity awards will accelerate and immediately become fully vested, and the period to exercise any award will become the expiration date of such award, as applicable. In addition, the Restated Condor Agreement and the Pelaz Agreement provide that if the executive’s employment is terminated as the result of a Qualifying Termination, and a Change in Control occurs within 90 calendar days after the termination date, then the executive shall receive an additional cash payment equal to the sum of: (i) 50% of executive’s annualized base salary as of the termination date (or annualized base salary as of immediately prior to a material reduction of such base salary), (ii) the difference between the CIC Bonus Payment amount and the Non-CIC Bonus Payment amount, and (iii) the difference between the CIC Benefits Continuation Payment and the Non-CIC Benefits Continuation Payment, less all legally required and authorized deductions and withholdings, payable in a single lump sum no later than 10 calendar days after the date of such Change in Control. Regardless of the manner in which a named executive officer’s service terminates, that named executive officer is entitled to receive amounts earned during his or her term of service, including unpaid salary and accrued but unused vacation, as applicable.

  40. Pay Versus Performance

    Pay Versus Performance The following table sets forth additional compensation information of our principal executive officer (“PEO”) and our other NEOs (averaged) along with total shareholder return, and net income (loss) for our 2025 and 2024 fiscal years:

  41. Pay Versus Performance

    | | Summary Compensation Table Total for PEO (1)(2) | | Compensation Actually Paid to PEO (1) (2) | | Average Summary Compensation Table Total for Non-PEO NEOs (1) (2) | Average Compensation Actually Paid to Non-PEO NEOs (1) (2) | Value of Initial Fixed $100 Investment Based on: Company Total Shareholder Return (3) | Net Income (Loss) (in thousands) (4) | | Year | Condor | Platzer | Condor | Platzer | | | | | | 2025 | $6,413,560 | $— | $4,005,149 | $— | $2,997,287 | $1,806,287 | $95.91 | $51,305 | | 2024 | $— | $9,381,995 | $— | $9,240,139 | $3,182,092 | $3,547,773 | $179.92 | $(103,359) |

  42. Pay Versus Performance

    _______________ (1) Our PEOs and non-PEO NEOs for each reported fiscal year were:

  43. Pay Versus Performance

    | Year | PEO | Non-PEO NEOs | | 2025 | Theresa Condor | Celia Pelaz Gabriel Oehme | | 2024 | Peter Platzer | Theresa Condor Leonardo Basola |

  44. Pay Versus Performance

    (2) The dollar amounts reported represent the amount of compensation actual paid (“CAP”), as calculated in accordance with Item 402(v) of Regulation S-K and do not affect the actual amounts or compensation earned by or paid to our NEOs during the applicable year. For purposes of calculating CAP, the fair value of equity awards is calculated in accordance with FASB ASC Topic 718 using the same assumption methodologies used to calculate the grant date fair value of awards for purposes of the Summary Compensation Table. A reconciliation of Total Compensation from the Summary Compensation Table to CAP for our PEO and non-PEO NEOs (as an average) is shown below:

  45. Pay Versus Performance

    | | PEO | | | | 2025 | 2024 | | Adjustments | Condor | Platzer | | Summary Compensation Table | $6,413,560 | $9,381,995 | | Subtract Grant date fair value of equity awards granted in the covered year | 5,363,460 | 8,887,750 | | Equity award adjustments: | | | | Add Year-end fair value of outstanding and unvested equity awards granted in the covered year | 3,018,750 | 5,386,179 | | Add Year over year change in fair value of outstanding and unvested equity awards granted in prior years | (209,005) | 1,258,494 | | Add Fair value as of vesting date of equity awards granted and vested in the covered year | 808,035 | 1,657,249 | | Add Year over year change in fair value of equity awards granted in prior years that vested in the covered year | (662,731) | 443,972 | | Subtract Fair value at the end of the prior year of equity awards that failed to meet vesting conditions in the covered year | — | — | | Add dividends or other earnings paid on equity awards in covered year prior to the vesting date that are not otherwise included in Total Compensation for the covered year | — | — | | Total equity award adjustments | 2,955,049 | 8,745,894 | | Compensation Actually Paid | $4,005,149 | $9,240,139 |

  46. Pay Versus Performance

    | | Average Non-PEO | | | Adjustments | 2025 | 2024 | | Summary Compensation Table | $2,997,287 | $3,182,092 | | Subtract Grant date fair value of equity awards granted in the covered year | 2,316,000 | 2,762,138 | | Equity award adjustments: | | | | Add Year-end fair value of outstanding and unvested equity awards granted in the covered year | 1,125,000 | 1,556,494 | | Add Year over year change in fair value of outstanding and unvested equity awards granted in prior years | — | 527,463 | | Add Fair value as of vesting date of equity awards granted and vested in the covered year | — | 648,347 | | Add Year over year change in fair value of equity awards granted in prior years that vested in the covered year | — | 395,515 | | Subtract Fair value at the end of the prior year of equity awards that failed to meet vesting conditions in the covered year | — | — | | Add dividends or other earnings paid on equity awards in covered year prior to the vesting date that are not otherwise included in Total Compensation for the covered year | — | — | | Total equity award adjustments | 1,125,000 | 3,127,819 | | Compensation Actually Paid | $1,806,287 | $3,547,773 |

  47. Pay Versus Performance

    Total shareholder return is calculated based on a fixed investment of $100 measured from the market close on December 29, 2023 (the last trading day of 2023) through and including the end of the fiscal year for each year reported in the table. (4) The dollar amounts reported represent the amount of net income (loss) reflected in the Company's audited financial statements for the applicable year.

  48. Pay versus Performance Relationship Descriptions

    Pay versus Performance Relationship Descriptions The charts below present a graphical comparison of CAP to our PEO and the average CAP to our non-PEO NEOs set forth in the Pay Versus Performance Table above, as compared against the following performance measures: our (1) total shareholder return (“TSR”), and (2) net income (loss). We believe the CAP in each of the years reported above and over the two-year cumulative period are reflective of the compensation committee’s emphasis on “pay-for-performance” as the CAP fluctuated year-over-year, primarily due to the value of our Class A common stock. Compensation Actually Paid and Total Shareholder Return The chart below illustrates the relationship between CAP to our PEO and the average amount of CAP to our non-PEO NEOs, and our cumulative TSR for 2024 and 2025, each as set forth in the Pay Versus Performance Table above. The cumulative TSR amounts in the chart assume an initial investment of $100 as if invested on December 29, 2023. Compensation Actually Paid versus Net Income (Loss) The chart below illustrates the relationship between CAP to our PEO and the average amount of CAP to our non-PEO NEOs, and our net income (loss) for 2024 and 2025, each as set forth in the Pay Versus Performance Table above.