Good day and thank you for standing by. Welcome to the Merlin, Inc. Third Quarter 2026 Earnings Call and Business Update. At this time, all participants are in listen-only mode. After the speaker's presentation, there will be a question and answer session. To ask the question during the session, you will need to press star 1-1 on your telephone. You will then hear an automated message advising your hand is raised. To withdraw your question, please press star 1-1 again. Please advise that today's conference is being recorded. I would like to hand the conference over to your first speaker today, Brian Alger, Corporate Development and Investment Relations. Please go ahead.

Thank you, operator, and good afternoon, everyone. Welcome to Merlin's third quarter 2026 earnings conference call for the quarter ended September 30th, 2026. Joining me today are Matt George, Merlin's founder and CEO, Mark Brunner, Merlin's president, and Ryan Carrithers, Merlin's CFO. Matt will begin with a review of our third quarter with a particular focus on our progress against the commitments we made on our prior calls. We'll then hear from Mark to give us a bit more color on our programs and the market signals he and his team are receiving. Ryan will then walk through the financials, our balance sheet, and how we were thinking about our cost structure as we plan for 2027. Finally, Matt will close with a few remarks before we take your questions. Before we begin, a reminder that today's discussion will include forward-looking statements within the meeting of the Private Securities Litigation Reform Act of 1995. These statements involve known and unknown risks, uncertainties, and other factors that could cause our actual results, performance, or achievements to differ materially from what is expressed or implied. For a complete discussion of risk factors, please see our most recent findings with the SEC. We undertake no obligation to update any forward-looking statement except as required by law. Today's discussion will also reference adjusted EBITDA, a non-GAAP financial measure. The reconciliation of historical adjusted EBITDA to net income or loss, the most directly comparable gap measure, is included in our earnings release, which is available on the Investors Relations section of our website at investors.merlinlabs.com. And with that, I'll hand the call over to Matt.

Matt? Thanks, Brian, and thank you all for joining us. This week, we announced a milestone contract with USOCOM to take our C-130J autonomy program into its integration phase, laying the groundwork for future flight demonstrations and production revenue with SOCOM, and ultimately for the global C-130J fleet, including hundreds of aircraft. We continued that commercial momentum with AFRICOM, selecting Merlin to demonstrate the Merlin pilot flying in austere conditions on an aircraft we already fly. These are real contracts generating real revenue where our customers need autonomy most. Every new program builds on the work that came before, and we believe the compounding advantage paired with disciplined use of capital marks meaningful progress towards delivering autonomy for any aircraft and for any mission. I am pleased to report that Merlin grew revenue 58% sequentially and realized a $3.7 million quarter-over-quarter improvement in adjusted EBITDA in Q3 of 2026. Our cash position remains strong at $161.6 million in cash, cash equivalents in short-term investments, We are actively finalizing an operating plan to substantially extend our runway without a dependence on capital raises. On our second quarter call in August, we gave you a number of things to watch. Progress on our C-130J contract, expansion of our go-to-market partnerships, and lastly, new mission sets. We did what we said we would do and moved each one of those forward this quarter with revenue-producing contract awards.

Let me take each in turn.

First, let's talk about the C-130J contract. This week, we took the next major step forward in bringing autonomy to the C-130J fleet with an $8.9 million task order funded under our existing IDIQ contract. This is the third task order, and it moves us from the adaptation phase of our revenue model into the integration phase, exactly the sequence we described to you in May, and again, reiterated in August. This next phase will validate how the system performs, including system integration, ground test preparation, cybersecurity approval, and airworthiness acceptance to support future flight demonstrations and brings us closer to operational work on the C-130J. And the lessons learned on that C-130J, a large military transport aircraft, will inform our future work on large civil aircraft. Next, I want to highlight how we're bringing in new revenue with new customers and collaborators. U.S. AFRICOM selected Merlin for the initial phase of its autonomous casualty evacuation challenge, with a revenue-producing contract to demonstrate how the Merlin pilot will fly a mission in austere locations on a grand caravan. This brings new revenue from a new customer and provides a proving ground for autonomous aviation more broadly here at Merlin. Long distances, intermittent communications, and harsh environments are among the most demanding operating conditions, and they are not unique to any one theater. The challenge adds a new mission profile using an aircraft we already fly and have already adapted. We think this is a great real-world example of the compounding advantage we have described to you since our first call. One pilot, many missions, and multiple streams of revenue. As some of you heard from Textron CEO Lisa Atherton on their conference call last week, Merlin and Textron introduced the SkyCurrier UX concept aircraft, which explores combining Merlin's aircraft agnostic software solution with a proven Sky Courier platform. We believe this is a strong indication of the collaborative approach that we have been discussing. Each one of these milestones was achieved while we held the line on spending. We don't think growth and discipline are intentions. We think focused discipline enables the kind of progress I just described, and we will continue to look for ways to improve productivity so that the cash we have is not only properly utilized, but is also adequate to carry us to production In summary, we have taken the most meaningful forward steps since going public and advancing our work to bring the Merlin pilot to hundreds of C-130Js and thousands of adjacent transport class aircraft. We have diversified revenue with an additional contract to bring autonomy to a new set of use cases with a brand new customer. And lastly, we have a strong balance sheet, robust runway, and expanding revenue. Before we have Ryan walk through the numbers in greater detail, I thought it would be helpful for you all to hear a little bit more about the significance of the progress with our primary customer from Mark Brunner, President of Merlin.

Thanks, Matt, and good afternoon, everyone. The significance of Merlin's work with US SOCOM and now AFRICOM deserves highlighting. Coming from a background as a naval aviator, Pentagon official, and later as a senior advisor to Congress, I have a unique perspective. I've been a consumer, a customer, and now an industry partner to the U.S. government. Winning the initial IDIQ award with SOCOM is impressive in and of itself, but the work since then between Merlin, its subcontractors, and the program office is substantial. Each step represents a further validation and differentiation. The preliminary design review and critical design review are formal milestones in defense acquisition that Merlin passed with flying colors. It means our design and our airworthiness approach were evaluated against the most rigorous safety standards that govern military aircraft programs. This week's announcement of a third task order is a significant step forward. It signals that the customer not only has evaluated the technology favorably, but is committing resources to implement it on existing aircraft. And as Matt laid out, the work we've done on the C-130 program and go-to-market effort has positioned us to compete and win selection for AFRICOM's Autonomous Casualty Evacuation Challenge. The initial phase is roughly half a million dollars and gives us a platform to work directly with the operators. And we believe there's a clear follow-on path to operational scale using a King Air variant. I want to step back for a moment on what this week represents. In back-to-back days, we announced two contracts with two different customers on two very different aircraft for different missions. On Tuesday was SOCOM and the C-130J, a four-engine military airlifter, where the work is about reducing the load on the crew across every phase of flight. On Wednesday, it was AFRICOM and a single-engine Grand Caravan, where the mission is autonomous casualty evacuation from start to finish. From the outside, these can resemble two unrelated programs. From the inside, they run on the very same Merlin pilot. That's by design. We spent years building an aircraft agnostic core so that each new aircraft or mission is designed to build on the work we've already done. Having sat on the buying side of the table, I can tell you that's what customers are looking for. Not a one-off solution for one airframe, but a capability they can deploy fleet-wide for any mission. Now we'll pass the call to Ryan to go through the financials.

Thanks, Mark, and good afternoon, everyone. I want to walk through our results against expectations we gave you in August, our cash position, and how we are thinking about our cost structure as we plan for 2027. Starting with revenue, third quarter revenue was approximately $3.5 million, up from $2.2 million in the second quarter, and $1 million in the first quarter. That is three consecutive quarters of sequential growth and the substantial majority of it comes from our defense IDIQ structure as task orders are funded, work is performed, and results are delivered. Now to our GAAP results and adjusted EBITDA. On a GAAP basis, we reported net income of approximately $73.8 million for the quarter compared to a net loss of $58.4 million in the second quarter. I want to be direct about what is driving this swing the same way we've been direct about this volatility every quarter this year. It is almost entirely a non-cash fair value adjustment, this time a gain rather than a loss tied to the change in the value of our warrant and other financial instrument liabilities as our stock price moved during the quarter. It is not a reflection of our operating performance, and we did not want a quarter of GAAP net income read as a change in our underlying business. We also look at adjusted EBITDA, a non-GAAP measure that we use alongside, not in place of, our GAAP results. A reconciliation to our Q3 net income is included in our earnings release. Third quarter adjusted EBITDA was a loss of $24.1 million, an improvement of $3.7 million from the $27.8 million loss in the second quarter. In August, we told you to expect the back half of the year to come in flat to modestly better than the first half, as the one-time cost tied to our business combination rolled off and our pace of hiring slowed. This quarter reflects those forecasted results. Through the first three quarters, our cumulative adjusted EBITDA loss is approximately $75.3 million. Turning the balance sheet, we ended the third quarter with $161.6 million in cash, cash equivalents, and short-term investments, compared to the $183.9 million at the end of the second quarter. And we continue to carry no debt. We think this is the clearest evidence of the discipline we have been describing. Growing revenue every quarter, narrowing our adjusted EBITDA loss, and reducing our rate of cash use are not three separate stories. They are the same story. We are strategically choosing where to spend, we are delivering where we said we would, and we are doing it while delivering on the milestones Matt just walked through. That brings me to 2027. As Matt previously mentioned, our planning process is underway and I want to be clear about the direction. We expect to bring our 2027 operating expenses meaningfully below our 2026 level. We will do that by concentrating our investment on the programs and customers with funded work and a clear path to revenue. Our objective is a lower, more focused cost base that preserves our balance sheet and funds our plan into 2029 without depending on capital raises. Looking ahead, the milestones we would ask you to watch remain consistent with what we told you in August. Continued progress in funding under our US SOCOM contract, expansion of our go-to-market partnerships across the defense and civil aviation industry, and our ability to add new mission sets and customers, the way we did this quarter with AFRICOM, on a lower, more focused cost base. Matt, back to you.

Thanks, Ryan. Before we open up the call for questions, I would like to address the elephant in the room. Although the end market acceptance and demand for autonomy has steadily risen throughout the year, market multiples and the cost of capital have changed for us and a number of our peers. Although this could be a temporary phase, the planning process that Ryan just mentioned is intended to ensure that we not only meet the opportunities presented by our current contracts, but also the broader market potential we detailed on last quarter's call. We believe that it is imperative for Merlin to continue to advance the Merlin pilot, but it's also imperative that we demonstrate the discipline and the investments we are making along the way. As Ryan stated, our balance sheet remains strong. As we finalize our annual plan for 2027, we intend to make certain that today's balance sheet serves the company into fiscal year 2029. And now I would ask that the operator open the call for questions.

Operator? Thank you. At this time, we'll conduct a question and answer session. As a reminder, to ask a question, you'll need to press star 1-1 on your telephone and wait for your name to be announced. To withdraw your question, please press star 1-1 again. Please stand by while we compile the Q&A roster. And our first question comes from the line of Mike Lattimore of Northland Capital Markets. Your line is now open.

Great. Yeah. Congrats on the awards this week. It was great. With regard to the integration, can you just get a little bit more specifics around that? Is it on one plane? What exactly is entailed there? And then would this $8.9 million fund the full integration, or would there be another task award around integration at some point?

Mike, thank you for the question. At a high level, This contract to us is so important because it allows us to move forward one major step closer into getting Merlin and ultimately broader autonomy onto the operational fleet really for the first time. So with that, I'm going to turn it to our new president, Mark Brunner, to give you some specifics on this particular contract award.

Yeah, thanks, Matt. What I would say about the new contract is it's really another validation of the Merlin pilot. Look, we're working with SOCOM, which has some of the most rigorous standards in the industry. And we've continually proved and been validated that the Merlin pilot is something that our customer is interested in. Like any major acquisition program, SOCOM has a number of gates. And there's approximately eight of those to get to a Merlin pilot flying on the aircraft. We've already gone through six of them. and so this integration testing gets us to the last gate prior to ground and flight test and again this contract will run for about six months and then we'll expect that we would work with our SOCOM customers to negotiate the next phase after that somewhere around the April time.

Great. And so we should think about you recognizing this 8.9 million over about six months as well or?

Yes, we think that's about the run rate we'll look for. And then, again, we'll negotiate that next phase contract starting here in the next few months.

Okay, great. And then I guess, you know, at the federal level, there's a continuing resolution. That doesn't really impact your ability to get more task awards, does it?

Like any company that works in the government space, we do pay close attention to things like continuing resolutions, the status of appropriations bills. And so those are our policy areas where it can have an impact on the business. For us, however, this money is already budgeted for the next task order. So we feel very strongly that we're in good shape moving into 27.

Great. And then after six months, and this is The next step would be to do ground testing, is that right, or something else?

You've got that right. We would move to ground and flight tests. So, essentially, what we're doing now is in testing the software and hardware integration, again, at every step with our SOCOM partners and evaluators. And the next step after that is to install the Merlin pilot on the C-130 aircraft.

Okay, good. Thanks a lot. Thank you. One moment for our next question. Our next question comes from the line of Suji DiSola of Roth Capital. Your line is now open.

Hi, Matt. Hi, Mark, Ryan. Congratulations on the progress here. Can you talk about the EIPP program that you participated in, what maybe some of the next steps are there, and just updates generally on any regulatory approval, progress, FAA, so forth?

Thanks.

One of the most important parts about the announcement we made on the C-130J is getting autonomy onto a large aircraft for the first time. For us and for the industry, moving the chains on actually getting useful, meaningful autonomy on an aircraft that is the same size as the 737 is a milestone not just for us, but for the industry at large. As you saw with our participation at the event down in Dallas, Texas, We're designing the Merlin pilot not just for a military use case, but for a civil use case as well. So as we are moving forward, particularly on the C-130J, we're learning lessons, developing technology, developing use cases, developing safety cases, developing bases for certification that allow that Merlin pilot to not just fly the small aircraft that we showed down at the EIPP event in Dallas, Texas, but take that and really move it onto the thousands of large aircraft that are around the world where we can make a meaningful impact, not just for cost and efficiency, but for safety and access of all those large aircraft around the world. So, Suji, to directly answer your question, the EIPP demonstration and the aircraft that we brought down to the EIPP event down in Texas, is all part of our overall strategy of maturing that pilot and getting on to large aircraft, which is what these two contract awards, the C-130J and the award on the caravan with U.S. AFRICOM are making real and turning into real operational revenue for Merlin.

Okay, great. Thanks, Matt.

And then my other question is probably for Ryan. Just as you think about trying to approach improving EBITDA, how do we balance that with your growth plans and OPEX and headcount just to understand how are you going to kind of reconcile the two as you move forward. Thanks.

Yeah, Suju, so we're still finalizing the 2027 plan, so I'm not going to put a number on it today, but what I can say is we're really focused on lowering our operating expenses and cash burn going into 27 versus 26, focused on our revenue-generating customers, and, you know, providing Merlin runway into 2029 without any additional capital raises. So we'll be in a position to share more of the framework with you all during our fourth quarter report.

Okay. Thanks, Ryan. Thanks.

Thank you. One moment for our next question. Our next question comes from the line of Karam Khanna of TD Securities. Your line is now open.

Yeah, thanks. A couple questions, guys. I was wondering, Can you calibrate us on Q4 revenue? I remember last quarter you gave a range for the second half. Just wondered if that still applied.

Yeah, so Q3 revenue was $3.5 million, which was a really good start to the second half. So, yeah, you can calibrate it based on that. We're not providing an updated guidance today, but you can calibrate based on what we had in Q3.

Right. And just in the Q, I think, was there $2.4 million of a positive EAC? Could you talk a little bit about that? Sorry, can you repeat that? There was a favorable estimate at complete, I think, in the queue, contract loss provision. Did I see that right?

Yeah, so with the completion of our last task order, we reversed out some of the loss that we had booked for estimated completion on the loss provision. So we didn't recognize the full amount of loss provision on task order two.

Gotcha. And then can you remind us on the implementation phase, like what is the on-the-ground process to port this onto the C-130? You know, how long does it take, you know, from start to finish, et cetera, just to remind us of the logistical process of implementing it, the Merlin pilot on these aircraft?

Yeah, that's a great question. So clearly we can't get into the operational details of the particulars of how we're integrating the system onto one of our customers' aircraft. But what I can talk about, what I think is a really important part of our story, is our team approach to integrating and executing on these contracts. Merlin is, of course, the prime contractor, and this award was awarded to Merlin. But we've got a great team working with us, particularly with Lockheed Martin, who is one of our subcontractors on the program. And without going into too many details, we're working very closely with Lockheed Martin to go take the technology that we're building and integrate it onto the C-130J. I'll give you maybe two examples there. The first is we are doing a lot of testing here in Boston on our own simulators and our own platforms to go take the C-130J software and begin rigorously testing it before it gets on to the C-130J or any C-130J test articles. And we're also working very closely with Lockheed Martin down in Murrieta, Georgia. at their C-130J facility to go take that software and technology and put it onto a system and a test infrastructure that allows us to be able to go test that software in a very realistic environment. So we'll be sharing more, particularly as we begin to execute on this task order, around how we're taking our software and putting it onto the physical aircraft. but this task order unlocks that first integration step, which we frankly believe is a huge step forward for the program. As you'll remember on our last earnings call, we announced the completion of the preliminary design review and the critical design review, which were the two gates that the US government put out in front of us to show that we were ready to integrate. The government has reviewed that work and now taken that next concrete step to clear us for integration onto this program with real dollars. And we will be sharing a little bit more about how we're doing the integration consistent with those two methods I just talked about.

Great answer. And I'm curious if you could just talk a little bit about where within I know the 27 defense budget has not passed, but what line item within the, I guess it'd be the defense-wide SOCOM funding is the thing we should be tracking from the outside to make sure that there's funding to kind of ramp the C-130J program for you guys? Is there any specific line item you would point us to in the budget?

Yeah, right now we're working through the SoCom budget and a line item that brings autonomy into the SoCom fleet. Importantly, with our IDIQ that provides us the ability to integrate autonomy with SoCom, not just on C-130, but also other aircraft. And I think, you know, importantly, the customer already has the money in the bank account. So we are less impacted by policy challenges like a CR. I would also then note when you tack back to our AFRICOM announcement, what's so important about that is just this week we have two contract awards from two separate regional COCOMs on two different aircraft with different missions and a separate set of operational end users, right? And so with SOCOM, it's C-130 integration, and then you tack over to AFRICOM, completely different aircraft, the Cessna Caravan, doing a different mission, which is casualty evacuation, which again is a fully funded contract and will allow us to iterate again on that separate mission package with another type of end user at Africa.

Thanks, guys. Appreciate it.

Thank you. One moment for next question. Again, as a reminder to ask a question, you will need to press star 11 on your telephone. Our next question comes from the line of Austin Moller of Canaccord January. The line is now open.

Hi, good afternoon. So you now have relationships with both SOCOM and AFRICOM to install onto their airframes. Is CENTCOM and UCOM the next target for aircraft installs?

We can't comment clearly on any unannounced programs or what we're doing in the future, but what I will highlight is that we are building one Merlin pilot. As this earnings call has shown, we're taking that one Merlin pilot, integrating it onto the C-130J for US SOCOM to perform a really important mission and a mission set for them, and taking that same Merlin pilot and integrating it in US AFRICOM on a totally different airframe for a totally different mission. As we look forward, that core Merlin pilot and the portability of that Merlin pilot allows us to tackle missions for Southcom, CETCOM, ACC, a variety of customers, both within the U.S. Air Force, the Joint Force, the COCOMs, and also international customers with that same core software. I've talked about this on previous earnings calls. But that core software approach allows us to deliver software for autonomy, just like software service businesses deliver software into a wide variety of markets. So nothing to announce yet on more customers. But as we demonstrated on this earnings call, we're beginning to go take that Merlin pilot and apply it to a wide variety of customers for a number of different missions on a bunch of very different aircraft.

Okay, and just looking out in the M&A market in defense tech or software, is there anything else out there that you see might be enticing that would help to increase the value proposition here, just given the haircut in valuations?

As we've shown today, our plate is pretty full. Customers are looking to us to build core software to power their mission. With the two announcements that we've made today, particularly with both of them tied to revenue, we're going to be heads down, focused on delivering real value and that revenue for our customers and for our shareholders. As we deliver on that, we may pop our heads up and look at other opportunities that allow us to bring more capabilities and ultimately more revenue to bear for our customers. But our plate is pretty full right now as we've announced on this call, and we've got more than our good share of work ahead of us just on the programs that we're on today.

Okay, great. Thanks for filling me in.

Thank you. I'm showing no further questions at this time. I'll now turn it back to Matt George, CEO, for closing remarks.

All right. Thank you all for your attention and interest in Merlin. As we've hopefully told you about today, it's a really exciting time here, and we truly are thankful to have you all on the journey. Before closing the call, we'd like to remind everyone that Merlin will be meeting with investors at the Roth Technology Conference in New York next week and at Northland Securities Virtual Conference on December 16th. With that, I wish everyone a good night.

Thank you for your participation in today's conference. To just conclude the program, you may now disconnect.