HAWK 10-K & 10-Q changes, risk factors and insider trading
HawkEye 360, Inc. · NYSE · Services-Computer Processing & Data Preparation · CIK 1750704 · All filings on SEC.gov
At a glance
What changed in the latest 10-K
Comparison not available: Not available: fewer than two 10-K filings on EDGAR to compare..
What changed in the latest 10-Q
Risk Factors
Largest changes
“We could incur substantial costs, including cleanup costs, fines and civil or criminal sanctions, as well as third-party claims for property damage or personal injury, if we were to violate or become liable under environmental laws or regulations. In addition, new laws and regulations, more stringent enforcement of existing laws and regulations, or the discovery of previously unknown contamination could result in material obligations and costs. …”see in full comparison
Our operations are subject to and affected by various federal, state, local, and foreign environmental laws, and regulations, including the discharge, treatment, storage, disposal, and remediation of hazardous substances and wastes, which can frequently be expanded, changed, or enforced differently over time. Compliance with these existing and evolving environmental laws and regulations requires and is expected to continue to require significant operating and capital costs.see in full comparisonWe could incur substantial costs, including cleanup costs, fines and civil or criminal sanctions, as well as third-party claims for property damage or personal injury, if we were to violate or become liable under environmental laws or regulations. In addition, new laws and regulations, more stringent enforcement of existing laws and regulations, or the discovery of previously unknown contamination could result in material obligations and costs. Permits issued pursuant to certain environmental laws are required for our operations or the operations of our key suppliers, and these permits are subject to renewal, modification and, in some cases, revocation.
“The loss of any member of our senior management could impair our ability to identify and secure new contracts, to maintain good customer relations, and to otherwise manage our business.”see in full comparison
Our ability to compete in the highly competitive technology industry depends upon our ability to attract, motivate, and retain qualified personnel. We are highly dependent on the continued contributions and relationships of our management, and particularly on the services of John Serafini, our President and Chief Executive Officer. Mr. Serafini was part of our founding team and has been integral to our growth since our founding. The relationships and reputation that Mr. Serafini and other members of our senior management team have established and maintain with U.S. Government agencies and personnel contribute to our ability to maintain strong customer relationships and to identify new business opportunities. The loss of any member of our senior management could impair our ability to identify and secure new contracts, to maintain good customer relations, and to otherwise manage our business.see in full comparison
We have experienced net losses in each year since our founding in 2015, other than the year ended December 31, 2025, and also experienced a net loss for the three and six months endedsee in full comparisonMarchJune31,30, 2026. We may not be able to achieve or maintain profitability in the future. Because the markets in which we operate are evolving, it is difficult for us to predict our future results of operations. As we continue to develop our business, we expect our operating expenses to significantly increase as we make investments or acquisitions, expand our operations and infrastructure, develop and introduce new technologies, and hire additional personnel. These efforts may be more costly than we expect and may not result in revenue growth or increased efficiency.WhenSincewe becomebecoming a public company, we have incurred, and willincurcontinue to incur, additional significant legal, accounting, and other expenses that we did not incur as a private company. We may also encounter unforeseen or unpredictable factors, including adverse macroeconomic conditions, unforeseen operating expenses, or other complications or delays, which may result in increased costs, or cause us to generate less revenue from our customers than we anticipated. If our revenue does not increase to offset these expected increases in our operating expenses, we will not be profitable in future periods. Any of the foregoing could have a material adverse effect on us. We cannot make any assurances that we will ever achieve or sustain profitability and may continue to incur significant losses going forward. Any failure by us to achieve or sustain profitability on a consistent basis could cause the value of our common stock to decline.
Full comparison: every changed paragraph (8)
We have a limited operating history in a rapidly evolving industry that may not continue to develop in a manner that we expect or that otherwise would be favorable to our business. For example, we are the first commercial provider of space-based signals intelligence (“SIGINT”), and we deliver capabilities once limited to classified domains. While our business has grown rapidly, and much of that growth has occurred in recent periods, including through acquisitions, the global radio frequency (“RF”) exploitation market may not continue to develop in a manner that we expect or that otherwise would be favorable to our business. As a result of our limited operating history and ongoing changes in our rapidly evolving industry, including evolving demand for our products and services from government and commercial customers, our ability to forecast our future results of operations and plan for and model future growth is limited and subject to a number of uncertainties.
We have experienced net losses in each year since our founding in 2015, other than the year ended December 31, 2025, and also experienced a net loss for the three and six months ended MarchJune 31,30, 2026. We may not be able to achieve or maintain profitability in the future. Because the markets in which we operate are evolving, it is difficult for us to predict our future results of operations. As we continue to develop our business, we expect our operating expenses to significantly increase as we make investments or acquisitions, expand our operations and infrastructure, develop and introduce new technologies, and hire additional personnel. These efforts may be more costly than we expect and may not result in revenue growth or increased efficiency. WhenSince we becomebecoming a public company, we have incurred, and will incurcontinue to incur, additional significant legal, accounting, and other expenses that we did not incur as a private company. We may also encounter unforeseen or unpredictable factors, including adverse macroeconomic conditions, unforeseen operating expenses, or other complications or delays, which may result in increased costs, or cause us to generate less revenue from our customers than we anticipated. If our revenue does not increase to offset these expected increases in our operating expenses, we will not be profitable in future periods. Any of the foregoing could have a material adverse effect on us. We cannot make any assurances that we will ever achieve or sustain profitability and may continue to incur significant losses going forward. Any failure by us to achieve or sustain profitability on a consistent basis could cause the value of our common stock to decline.
The availability of many of our products and services depends on the continuing operation of our information technology and communications systems. Any downtime, damage to, or failure of our systems or those of the third parties with which we work could result in interruptions in our operations and services, which could reduce our revenue and profits. For example, we rely on the technology, infrastructure, and software applications, including software-as-a-service offerings, of certain third parties, such as Amazon Web Services,GovCloud, Microsoft Azure,Azure Government, and our ground station providers, in order to operate some or all of certain key features or functions of our business. Any failure in our infrastructure could result in errors or defects in the delivery of our products and services, the destruction of satellites and satellite components, manufacturing delays, exposure to legal or contractual liability, increased costs, and difficulties managing our operations. Terrorist attacks, actual or threatened acts of war or the escalation of current hostilities, or any other military or trade disruptions impacting our suppliers of components of our products, may impact our operations by, among other things, causing supply chain disruptions and increases in commodity prices, which could adversely affect our raw materials or transportation costs. In addition, because we participate in the defense and national security industries, we could ourselves become the target of such an attack or disruption. Such events could also impact one or more of our suppliers or contractors. The occurrence of any of the foregoing could result in lengthy interruptions in our operations and services and/or damage our reputation, which could have a material adverse effect on our business, financial condition, and results of operations.
Our ability to compete in the highly competitive technology industry depends upon our ability to attract, motivate, and retain qualified personnel. We are highly dependent on the continued contributions and relationships of our management, and particularly on the services of John Serafini, our President and Chief Executive Officer. Mr. Serafini was part of our founding team and has been integral to our growth since our founding. The relationships and reputation that Mr. Serafini and other members of our senior management team have established and maintain with U.S. Government agencies and personnel contribute to our ability to maintain strong customer relationships and to identify new business opportunities. The loss of any member of our senior management could impair our ability to identify and secure new contracts, to maintain good customer relations, and to otherwise manage our business.
The loss of any member of our senior management could impair our ability to identify and secure new contracts, to maintain good customer relations, and to otherwise manage our business.
Our operations are subject to and affected by various federal, state, local, and foreign environmental laws, and regulations, including the discharge, treatment, storage, disposal, and remediation of hazardous substances and wastes, which can frequently be expanded, changed, or enforced differently over time. Compliance with these existing and evolving environmental laws and regulations requires and is expected to continue to require significant operating and capital costs. We could incur substantial costs, including cleanup costs, fines and civil or criminal sanctions, as well as third-party claims for property damage or personal injury, if we were to violate or become liable under environmental laws or regulations. In addition, new laws and regulations, more stringent enforcement of existing laws and regulations, or the discovery of previously unknown contamination could result in material obligations and costs. Permits issued pursuant to certain environmental laws are required for our operations or the operations of our key suppliers, and these permits are subject to renewal, modification and, in some cases, revocation.
We could incur substantial costs, including cleanup costs, fines and civil or criminal sanctions, as well as third-party claims for property damage or personal injury, if we were to violate or become liable under environmental laws or regulations. In addition, new laws and regulations, more stringent enforcement of existing laws and regulations, or the discovery of previously unknown contamination could result in material obligations and costs. Permits issued pursuant to certain environmental laws are required for our operations or the operations of our key suppliers, and these permits are subject to renewal, modification and, in some cases, revocation.
We have begun to incur and will incur significant legal, accounting and other expenses that we did not incur as a private company. As a newly public company with listed equity securities, we need to comply with new laws, regulations, and requirements, including the reporting requirements of the Exchange Act, which require, among other things, that we file with the Securities and Exchange Commission (the "SEC") annual, quarterly, and current reports with respect to our business and financial condition. In addition, the Sarbanes-Oxley Act, as well as rules subsequently adopted by the SEC and the New York Stock Exchange to implement provisions of the Sarbanes-Oxley Act, impose significant requirements on public companies, including requiring establishment and maintenance of effective disclosure and financial controls and changes in corporate governance practices. There are significant corporate governance and executive compensation related provisions in the Dodd-Frank Wall Street Reform and Consumer Protection Act that require the SEC to adopt additional rules and regulations in these areas such as “say on pay” and proxy access. Emerging growth companies are permitted to implement many of these requirements over a longer period and up to five years following the IPO. We intend to take advantage of this legislation for as long as we are permitted to do so. Once we become required to implement these requirements, we will incur additional compliance-related expenses. Stockholder activism, the current political environment and the current high level of government intervention and regulatory reform may lead to substantial new regulations and disclosure obligations, which may lead to additional compliance costs and impact the manner in which we operate our business in ways we cannot currently anticipate.
Management's Discussion & Analysis (MD&A)
New heading “Loss from extinguishment of debt”
New heading “Results of Operations”
New heading “International revenue”
New heading “Selling, general and administrative expenses”
New heading “Research and development expenses”
New heading “Loss from extinguishment of debt”
New heading “2026 Credit Facility”
New heading “Preferred Stock Financing Warrants”
Removed heading “Our Business Model”
Removed heading “Product and Service Delivery”
Removed heading “Indirect cost of sales and other expenses, excluding depreciation and amortization”
Removed heading “Loss from changes in fair value of financial liabilities”
Removed heading “Other income (expense), net”
Largest changes
“The Loan Agreements contain a number of customary representations, warranties, and covenants that, among other things, limit the ability of the Company and its subsidiaries to (subject to certain qualifications and exceptions): create liens and encumbrances; incur additional indebtedness; merge, dissolve, liquidate, or consolidate; make acquisitions, investments, advances, or loans; dispose of or transfer assets; pay dividends or make other payments in respect of its capital stock; amend certain material documents; redeem or repurchase certain debt; make payments on subordinated debt; …”see in full comparison
“The Revolving Credit Facility is guaranteed by each of our existing and future material domestic subsidiaries and is secured by first-priority liens on substantially all of our and the guarantors’ personal property assets and certain equity interests, subject to customary exceptions. …”see in full comparison
On May 19, 2026, the Company entered into a new senior secured revolving credit agreement (the “2026 Credit Agreement”) with Bank of America, N.A. The 2026 Credit Agreement provides for a revolving credit facility in an aggregate principal amount of $125.0 million (the “Revolving Credit Facility”), maturing on May 19, 2031. Borrowings under the Revolving Credit Facility bear interest at a variable rate equal to, at the Company’s option, either (i) Term SOFR plus an applicable margin of 2.25% to 3.00% per annum, or (ii) an alternative base rate plus an applicable margin of 1.25% to 2.00% per annum, in each case based on our Total Net Leverage Ratio. A commitment fee ranging from 0.250% to 0.500% per annum applies to unused commitments under the Revolving Credit Facility.see in full comparisonThe Revolving Credit Facility is guaranteed by each of our existing and future material domestic subsidiaries and is secured by first-priority liens on substantially all of our and the guarantors’ personal property assets and certain equity interests, subject to customary exceptions. The Credit Agreement contains customary affirmative and negative covenants and requires us to maintain compliance with the following financial covenants, each tested quarterly on a trailing four fiscal quarter basis: (i) a maximum Total Net Leverage Ratio as defined by the 2026 Credit Agreement, commencing at 3.50:1.00, and (ii) a minimum Interest Coverage Ratio as defined by the 2026 Credit Agreement of 3.00:1.00. As of the date of this filing, we have no borrowings outstanding under the Revolving Credit Facility. We intend to use available borrowings for working capital, capital expenditures, strategic investments, and other general corporate purposes.
“Indirect cost of sales and other expenses, excluding depreciation and amortization”see in full comparison
“In valuing our common stock, our board of directors has historically determined the fair value of our business using the market approach. The market approach estimates value based on observable market values for similar assets or securities. Sales and offering prices for comparable assets are adjusted to reflect differences between the asset being valued and the comparable assets, such as, location, time and terms of sale, utility, and physical characteristics. …”see in full comparison
Full comparison: every changed paragraph (131)
HawkEye 360 provides secure end-to-end signals solutions which are tightly integrated into the fabric of national security architectures. As a trusted signals intelligence partnersolutions to the U.S. Government and its allies, we are the first commercial space-enabled defense technology company to disrupt electronic warfare at scale.allies. We deliver shareable,shareable battlefield-provenradio frequency ("RF") intelligence that supports Warfighters during varied cycles of geopolitical volatility. We operate across the entire value chain from designdata collection, utilizing a constellation of over 30 satellites on orbit that we designed and build to data collection,built, to processing and analysis, delivering capabilities and insights to customers throughout our global allied defense landscape.analysis.
Examples of our solutions include customized SIGINT solutions, maritime intelligence, military radar monitoring, global navigation satellite systems ("GNSS") jamming and spoofing detection, communications mapping, tactical Intelligence Surveillance and Reconnaissance ("ISR") support, and core signal processing algorithms used in national government SIGINT systems. Our unclassified, shareable data, and analytics products create a range of use cases for end customers.
To date, the majority of our data and insights delivery has occurred through customer-tasked signal collection and analytics. Following the acquisition of ISA, we provide advanced signal processing solutions for critical national systems in support of the US intelligence community. Our customers are a mix of U.S. Government defense, intelligence, diplomatic, and national security agencies, as well as international governments.
We have developed a go-to-market strategy that allows us to efficiently and effectively sell to government customers at scale. Our sales motion targets customers with the appropriate budgets, needs, and capabilities to leverage RF data at scale. We serve data customers through a “land and expand” upsell model. These contracts typically begin with a “test and evaluate” phase which are normally one to three month engagements, and later move to operational contracts with expanded scope, from which point we look to expand to additional products and a greater scope of analytics.
For a more complete description of our business, go-to-market strategy, and product offerings, please refer to our Registration Statement on Form S-1 (File No. 333-294965).
We are disrupting the defense technology industry through our transformational strategy focused on new on-orbit capabilities, signal processing enhancements, and optimization of our AI/ML analytics algorithms using our expansive RF emitter database. Our algorithms are designed, improved, and validated on over one billion data points from our proprietary signals archive, uniquely collected by our sensor network. With over 30 satellites on orbit and additional clusters in development, we maintain a robust global operational footprint and are committed to expanding our reach, improving our revisit rate and latency, and accelerating product delivery to our customers. We operate across classified and unclassified data, leveraging relationships with the Department of War (the "DoW") and the U.S. intelligence community and the international equivalents of our allies around the globe.
Our product is a commercial, shareable data solution which addresses the need for U.S. and allied governments to access actionable intelligence directly. We developed a fully integrated RF data platform encompassing collection, end-to-end signal processing, signals library, and proprietary analytics. As a result, we believe we are indispensable to national security architectures across the value chain. Our dual-domain capability also allows us to scale into broader commercial applications. The combination of these business characteristics supports our scalable, cost-effective financial model. We actively augment and fill intelligence gaps for our customers while building out their national SIGINT capabilities through training, analytics, dedicated hardware development, and customized intelligence platforms. Examples of our solutions include customized SIGINT solutions, maritime intelligence, military radar monitoring, GNSS jamming and spoofing detection, communications mapping, tactical ISR support, and core signal processing algorithms used in national government SIGINT systems.
Our products serve the world’s most demanding customers, addressing their highest-priority defense needs with precision and agility.
We have invested significant resources to build a highly capable end-to-end operating model. This includes designing and building payloads and satellites, as well as owning and operating satellite constellations and processing and analyzing data through our proprietary collection mechanisms. Our model enables us to serve customers across the value chain and meet their specific needs. This vertical integration allows us to run our system at scale and capture network effects, such as rapidly tailoring algorithms based on new signal knowledge, iteratively modifying satellite payloads to better detect new emitters, or leveraging the scale of collected data to identify new signals and further improve our products. Our nimble business model allows us to move quickly, building out capacity ahead of customer demand. As a result of our fixed cost investment to date, our operating model is highly capital-efficient.
We report our financial and operating results as a single segment based on the consolidated information used by the chief operating decision-maker to allocate resources and to evaluate financial performance. We do not manage our business or allocate our resources based on the products or services we offer to our customers. Rather, we focus on delivering quality products and services that meet the needs of each customer.
We have consistently grown and scaled our business rapidly to date. Our ability to generate measurable impact for our customers across mission critical applications has enabled our business to achieve significant and durable revenue growth. While generating growth at scale, we continue to benefit from our strong operating leverage in our business. For the three months ended March 31, 2025 to the three months ended March 31, 2026, our revenue grew from $23.0 million to $49.8 million. For the three months ended March 31, 2026 and 2025, our net loss was $9.0 million and $1.6 million, respectively, while our Adjusted EBITDA showed a gain of $7.4 million in March 2026 compared to a gain of $3.8 million in March 2025. As we scale our business, our existing fixed costs and capital investments support greater revenue generation.
We have several initiatives that we believe will allow us to generate additional revenue on our existing fixed investment. Firstly, low-latency payloads and new Block 3 satellite technology should improve our capital efficiency by leveraging new cost-effective collection mechanisms. We are also expanding our signal processing sources and capabilities, resulting in higher revenue production per each passing. Finally, we are beginning to re-sell subscription data, creating a new revenue source with high incremental margins. These investments are supported by strategic investments in R&D, engineering talent, satellite infrastructure, and future capacity.
We are focused on continuing to grow our revenue quality by focusing on initiatives to enhance RF capabilities for significant customer expansion, improving our latency and tactical applications, and growing our RF utilization across domains. These initiatives further support our future growth opportunities.
Our Business Model
We provide tailored solutions to address our customers’ needs and seamlessly integrate with their existing workflows to become a critical intelligence partner. We provide our customers with both tailored analytics and insights as well as data licensing opportunities. Our unclassified, shareable data, and analytics products business models create a range of use cases for end customers, enhancing interoperability and mission effectiveness.
The following areas are key aspects of our business related to our financial model.
Product and Service Delivery
To date, the majority of our data and insights delivery has occurred through customer-tasked signal collection and analytics. Our customer relationships begin with discrete tasks, and evolve to include additional products, greater frequency, and increased volume of data over time. Each data tasking contract offers a network of revenue opportunities to include re-purposing of data collected for multiple customers and performing prescribed analytics and gathered insights for different customers on a singular set of data. The majority of our revenue is derived from customers who pre-book tasking capacity. This provides significant visibility into our forward revenue, expanding the duration of our long-term customer contracts.
As we become integrated with government and allied customers, our sales cycle shortens. Our tasking model allows us to scale revenue efficiently with existing customers at low fixed costs, creating a highly profitable business model, as new data and insights are sold. We have begun to evolve this model to include subscriptions to highly relevant data in congested areas of interest (for example, data relating to vessels operating in the South China Sea). These subscriptions are HawkEye 360-tasked collections that are sold as a feed to multiple subscribed customers.
Following the acquisition of ISA, we provide advanced signal processing solutions for critical national systems in support of the US intelligence community. We leverage a deep understanding of signals, signal processing techniques, and mission objectives, combined with a full range of high performance computing techniques to serve as the preeminent developer for the US government in this domain. We also deliver services tied to US government SIGINT systems, including mission management, command and control, and edge processing.
Across all products, revenue is recognized at a point-in-time or over time as data or services are delivered to the customer.
Our Customers
Our customers are a mix of U.S. Government defense, intelligence, diplomatic, and national security agencies, as well as international governments. Our diverse mix of customers and products creates a business model with limited customer concentration and broad applicability across use cases. We generate our revenue from a mix of U.S. Government entities and international allied entities. For the three months ended March 31, 2026, our U.S. customers, which are predominantly U.S. Government entities, accounted for 58% of our revenue, while our customers in UK and Japan accounted for 14 % and 10% respectively, of our revenue, and our other non-U.S. customers, in the aggregate, accounted for 18% of our revenue. No other country made up more than 10% of our consolidated revenues during the three months ended March 31, 2026 and 2025.
We have established relationships with U.S. customers, primarily the U.S. Government through programs of record. U.S. customers contributed to a total of $28.9 million in revenue for the three months ended March 31, 2026 (of which $15 million was recognized through contracts with ISA which was acquired in December 2025) as compared to $14.9 million in revenue for the three months ended March 31, 2025. Certain accounts function broadly to serve multiple customers across the U.S. Government and multiple constituencies within those organizations. These U.S. Government customers, which span both intelligence and warfighting communities, include:
•An agency of the U.S. federal government, with which we will have held several contracts spanning almost eight years upon the end of the contracts' terms.
•The National Geospatial-Intelligence Agency (the “NGA”), with which we maintain a close relationship of more than four years over several contracts. In September 2024, the NGA awarded a contract extension for RF emitter data and submitted a task order for emerging commercial analytics services.
•The U.S. Space Force and its Joint Commercial Operations cell (the “JCO”), with which we will have held several contracts spanning nearly two years upon the end of the contracts’ terms. The JCO partners with commercial providers to deliver diverse, timely space domain awareness (“SDA”) capabilities.
Our diverse international customer base is supported by customers located in the Asia Pacific region (“APAC”), Europe, Middle East and Africa region (“EMEA”), and the Americas / Other. International customers contributed a total of $20.9 million and $8.1 million in revenue for the three months ended March 31, 2026 and 2025, respectively. These international customers for March 2026 include:
•Customer B in APAC, for which our combined contracts spanning almost three years generated $4.8 million in revenue for the three months ended March 31, 2026.
•Customer E in EMEA, for which our combined contracts over four years generated $5.0 million in revenue for the three months ended March 31, 2026.
Backlog is a key measure of our business. Our backlog supports predictable revenue expansion through a recurring model, enabling forward revenue visibility. Our backlog was $302.7 million as of December 31, 2025 and $285.0$292.2 million as of MarchJune 31,30, 2026.
Our industry is affected by U.S. and international government budget and spending levels, including shutdowns of the U.SU.S. federal government due to a lapse in appropriations, changes in demand, changes in policy positions or priorities, the domestic and global political and economic environment, and the evolving nature of the space and defense sector. National security and advancements in space-based technologies and defense capabilities are core focuses of the U.S. Government on a bipartisan basis and closely align with the key messages from the current U.S. presidential administration regarding space. Additionally, international U.S. allies are interested in building independent sovereign capabilities. Government expenditures and policy evolutions favorable to and emphasizing the usage of commercial technologies in the defense procurement process have fueled our growth in recent years and have resulted in our continued ability to secure increasingly valuable contracts as well as the ability to continue financing the growth and development of our business. We expect our total addressable market to reach approximately $34.0$34 billion by 2030, driven by significant growth in processing and analytics capabilities beyond data collection where we excel. Any changes in budget and spending levels, policies, or priorities, may have an adverse impact on our business and operating results. In addition, U.S. and non-U.S. Government procurement regulations impose various operational requirements on government contractors. Non-compliance with any of these regulations could materially and adversely affect our operating results.
We are successful because of the strength of our software and technology. We leverage five plus years of battle-tested data to turn raw spectrum into actionable intelligence, which is built on years of contested-environment data collection and a mature processing pipeline. We employ our proprietary AI algorithms to identify, track, analyze, and predict specific emitters, converting data into insights for Warfighters. We have recruited engineers with prior experience in premier government signal processing environments and nearly half of our personnel hold security clearances. In this market, even small algorithmic and data gains drive outsized operational impact, making our intellectual property rare and defensible. We expect to continue to innovate our software and technology, but any difficulties in achieving or effectively continuing to innovate could have a negative effect on our operating results.
The following table presents a summary of our key performance indicators and non-GAAP financial measures for the three and six months ended MarchJune 31,30, 2026 and 2025.
(1)See “Our Business Model—Backlog” above for more information on backlog.
In addition to the financial information prepared in accordance with U.S. generally accepted accounting principles (“GAAP”), we provide non-GAAP financial measures. We define Adjusted EBITDA as net income (loss) before interest,interest taxes,income, depreciation,interest expense, income tax expense or benefit, depreciation and amortization, furtheras adjustedwell toas removesignificant non-cash and/or non-recurring expenses that are not considered part of the impactCompany's ofoperations and revenue-generating activities, or are nonrecurring or infrequent in nature. Management believes these items are not useful in evaluating our core operating performance. These items include, but are not limited to, stock-based compensation,compensation expense; acquisition-related costs, one-time costs related to the IPO, settlements, net of related legal expenses, changes in fair value of contingent and changedeferred consideration, changes in fair value of warrant liabilities.liabilities, and gains or losses on extinguishment of debt. We define Free Cash Flow as net cash provided by (used in) operating activities less purchases of satellites, property, and equipment.
(3)Represents costs for legal fees and settlement related to litigation initiated by us against a third party, which are not part of our ordinary legal expenses and not reflective of our core operating performanceperformance.
We generate revenue primarily from fixed price contract arrangements for RF signal mapping products that are used to analyze and track radio waves, and from signal processing technologies and services. In addition, we generate revenue from long-term contracts to provide engineering services, systems integration and mission support, which are executed under cost-plus-award-fee, cost-plus-fixed-fee, firm fixed-price, time-and-materials and cost-reimbursement arrangements.
We generate revenue primarily from fixed price contract arrangements for RF signal mapping products that are used to analyze and track radio waves, and from signal processing technologies and services. For the three and six months ended MarchJune 31,30, 2026, fixed price contract arrangements accounted for over 77%78% of our revenue, and our revenue mix has remained unchanged since such period.revenue. We also sell archived data to our customers upon request as well as data on a subscription basis, which is tailored to meet the customer’s needs (i.e., providing data daily, weekly, monthly, upon request, etc.).basis. Additionally, we have reseller arrangements with our distribution partners. Revenue under resell arrangements is generally recognized net of any reseller discounts, as the reseller is considered our customer, when the products are delivered to the reseller, provided all other revenue recognition criteria are met. The agreements can be single year or multiyear and often contain minimum commitments by year. For agreements that call for upfront payments of the minimum commitments, revenue is deferred until a sale of our product occurs.
Services provided to the customer may also include professional services, which include on-site data analytics support, studies, trainings services, and other general support services. Professional services revenue including on-site data analytics support and studies are recognized over time Revenues from our recent acquisition of ISA are derived primarily from long-term contracts with U.S. government agencies and prime contractors to provide engineering services, systems integration and mission support. Contracts are executed under Federal Acquisition Regulation (“FAR”) and include cost-plus-award-fee, cost-plus-fixed-fee, firm fixed-price, time-and-materials and cost-reimbursement arrangements.time.
Contracts are executed under Federal Acquisition Regulation (“FAR”) and include cost-plus-award-fee, cost-plus-fixed-fee, firm fixed-price, time-and-materials and cost-reimbursement arrangements.
We expect selling, general and administrative expenses to increase in the future as we incur additional costs associated with operating as a public company, including increased expenses related to legal, audit, accounting, regulatory, and tax-related services associated with maintaining compliance with exchange listing and Securities and Exchange Commission ("SEC") requirements, director and officer insurance costs, investor and public relations costs, and other administrative and professional services.
Depreciation and amortization costs include the depreciation of satellites, machinery, and equipment, as well as the amortization of finite-lived licenses and patents, trade names, and governmentcustomer contractsrelationships and developed technology.
Interest expense consists of charges on the 2025 Loans through the date they were paid off, as well as the amortization of debt issuance costs and discounts related to those loans. In addition, interest expense includes recurring commitment fees under the 2026 Credit Facility and the amortization of debt issuance costs associated with that facility (see Note 7 - Debt). Unamortized debt issuance costs and discounts related to the 2025 Loans were written off at the time the loans were paid off and recorded to Loss from Extinguishment of Debt. The remaining unamortized debt issuance costs that are associated with the 2026 Credit Facility are amortized over the life of the facility using the straight-line method.
Interest expense consists of charges on the senior term loan entered into under the Third Amended and Restated Loan and Security Agreement and the mezzanine term loan entered into under the Mezzanine Loan and Security Agreement (together, the "2025 Loans") and the amortization of debt issuance costs incurred to obtain financing under our Loan and Security Agreements (as defined below), as well as the allocation of proceeds to warrants issued to the lender. Debt issuance costs are amortized over the term of the individual agreements using the effective interest method. We also recognize debt issuance costs under the Loan and Security Agreements. These costs are recorded as a reduction of our principal loan balances and are amortized over the lives of the Loan and Security Agreements, respectively, using the straight-line method.
Other non-operating income, net primarily includes adjustments to fair value associated with the ISA contingent consideration, bank warrants and at-the-money warrants, and the ISA deferred consideration as described in Note 17 - Fair Value Measurements.
The benefitexpense for income taxestax was $20$0.3 thousandmillion (0.2%-2.0%) and $0$0.3 thousandmillion (0.0%-1.1%) for the three and six months ended MarchJune 31,30, 20262026, respectively. There was no income tax expense for the three and six months ended June 30, 2025, respectively. The increase in income tax expense was primarily related to changes in valuation allowance, non-deductible stock-based compensation expenses, and state income taxes. The Company’s effective tax rate for the three and six months ended MarchJune 31,30, 2026 differed from the U.S. statutory rate of 21% primarily due to changes in valuation allowance.allowance, non-deductible stock-based compensation expenses, and state income taxes. The Company’s effective tax rate for the three and six months ended MarchJune 31,30, 2025 differed from the U.S. statutory rate of 21% primarily due to changes in valuation allowance.allowance
The following table sets forth a summary of our condensed consolidated results of operations for the three months ended MarchJune 31,30, 2026 and 2025.
Total revenue increased by $26.8 million, or 116%, to $49.8 million during the three months ended March 31, 2026 from $23.0 million during the three months ended March 31, 2025, primarily driven by the factors discussed below.
Total revenue increased by $23.2 million, or 87% , to $49.8 million during the three months ended June 30, 2026 from $26.6 million during the three months ended June 30, 2025, primarily driven by the factors discussed below. Revenue from related parties totaled $4.9$1.4 million (10%3% of revenue) for the three monthmonths ended MarchJune 31,30, 2026 versus $5.1$3.5 million (22%13% of revenue) for the three monthmonths ended MarchJune 31,30, 2025. The decrease in percentagerelated ofparty revenue is driven by the increasecompletion inof overallthe revenueIPO, fromafter non-relatedwhich the customers were no longer considered related parties.
U.SU.S. revenue
U.SU.S. revenue increased by $14.1$11.1 million for three months ended June 30, 2026, or 63%, to $28.8 million for the three months ended MarchJune 31,30, 2026,2026 orfrom 95%, to $28.9$17.6 million for the three months ended MarchJune 31, 2026 from $14.9 million for the three months ended March 31,30, 2025. The increase was driven by $15.0$14.4 million from the ISA acquisition, partially offset by a $0.9$3.2 million decrease in government and other revenue due to reduced sales of RFradio frequency data.
International revenue increased by $12.7$12.0 million, or 157%,134% , to $20.9$21.0 million for the three months ended MarchJune 31,30, 2026 from $8.1$9.0 million for the three months ended MarchJune 31,30, 2025, primarily due to stronger sales of radio frequency data, with contributions from both existing and new customers.
Direct cost of sales increased $11.2$9.9 million,million or 230%198% to $16.1$14.9 million for the three months ended MarchJune 31,30, 2026 from $4.9$5.0 million for the three months ended MarchJune 31,30, 2025. The increase in direct cost of sales was driven primarily by increased headcount, largely attributable to the acquisition of ISA, which accounted for $10.0$8.4 million of the year over year increase.increase, and higher stock-based compensation. Direct cost of sales increased as a percentage of revenue from 21%19% for the three months ended June 30, 2025 three months ended March 31, 2025 to 32%30% for the three months ended MarchJune 31,30, 2026, primarily driven by increased headcount, largely attributable to the acquisition of ISA.
Indirect cost of sales and other expenses, excluding depreciation and amortization
Indirect cost of sales increased $4.0$4.3 million,million or 1,147%1336% to $4.3$4.6 million for the three months ended MarchJune 31,30, 2026 from $0.3 million for the three months ended MarchJune 31,30, 2025. The increase in indirect cost of sales was driven primarily by costs related to the acquisition of ISA business acquired in late 2025, which accounted for $3.9$4.1 million of the year over year increase.
Selling, general, and administrative (“SG&A”) expenses increased by $16.2 million, or 184% to $25.0 million for the three months ended June 30, 2026 from $8.8 million for the three months ended June 30, 2025. This growth was primarily attributable to higher employee compensation-related costs including stock-based compensation, and professional services costs.
Selling, general, and administrative (“SG&A”) expenses increased by $10.2 million, or 128% rising from $7.9 million for the three months ended March 31, 2025 to $18.1 million for the three months ended March 31, 2026. This growth was primarily attributable to higher compensation and professional services costs. Notable contributors included a $1.1 million increase in legal fees, $0.3 million increase in incentive compensation and bonuses, and $0.2 million increase in commission expense. Additionally, general and administrative labor costs rose by $1.5 million and consultant and temporary labor costs increased by $2.6 million. Recruiting agency fees, stock-based compensation and accounting and audit fees each grew by $0.6 million, $0.7 million and $0.6 million, respectively.
Research and development expenses increased by $2.3 million, or 33% to $9.2 million for the three months ended March 31, 2026 from $6.9 million for the three months ended March 31, 2025. The increase was primarily driven by higher employee compensation-related costs of $0.5 million, $0.3 million increase in incentive compensation and bonuses and a $0.7 million increase in indirect engineering labor. The remaining net increase of $0.8 million was spread across various R&D categories.
DepreciationResearch and amortizationdevelopment expenses increased by $2.7$2.4 million, representingor a41% 54%to increase, from $5.0$8.2 million for the three months ended MarchJune 31,30, 20252026, tofrom $7.7$5.9 million for the three months ended MarchJune 31,30, 2026.2025. The increase was primarily driven by higher employee compensation-related costs including stock-based compensation Depreciation and amortization expenses increased by $2.8 million, or 48% to $8.6 million for the three months ended June 30, 2026 from $5.9 million for the three months ended June 30, 2025. The increase was mainly due to $1.9$1.8 million in ISA depreciation and amortization of acquisition-related intangible assets, in addition to a $0.6$0.3 million riseincrease in depreciation expense associated with satellite assets.
HAWK insider buying and selling (Form 4)
Since 2026-04-11, insiders reported open-market purchases in 2 Form 4 filings (1 insider, 1 trade date, 29,615 shares, about $770.0K) and open-market sales in 4 filings (4 insiders, 4 trade dates, 178,063 shares, about $2.8M; 2 of these filings say the sales were made under a Rule 10b5-1 trading plan). Net open-market shares: -148,448 (purchases minus sales); net value about -$2.0M.Totals add up every open-market (code P and S) line in those filings, using the prices reported in the filings. Awards, option exercises, tax withholding and gifts are listed below but not counted.
| Trade date | Insider | Transaction | Shares | Price | Value |
|---|---|---|---|---|---|
| 2026-10-01 | Serafini John Sheldon |
Option exercise |
92,329 | $0.23 | $21.2K |
| 2026-10-01 | Serafini John Sheldon |
Open-market sale |
92,329 | $14.78 | $1.4M |
| 2026-09-16 | Turner Michael S. |
Open-market sale |
18,256 | $16.24 | $296.5K |
| 2026-09-15 | Turner Michael S. |
Open-market sale |
8,250 | $16.29 | $134.4K |
| 2026-09-15 | Searle Craig Chih-Meng |
Open-market sale | 9,228 | $16.29 | $150.3K |
| 2026-09-11 | Money Arthur L |
Open-market sale | 50,000 | $16.41 | $820.5K |
| 2026-09-11 | Money Arthur L |
Option exercise | 50,000 | $0.23 | $11.5K |
| 2026-06-03 | Money Arthur L |
Option exercise | 4,000 | $2.78 | $11.1K |
| 2026-06-03 | Money Arthur L |
Option exercise | 45,000 | $2.31 | $104.0K |
| 2026-06-03 | Money Arthur L |
Option exercise | 1,000 | $2.93 | $2.9K |
| 2026-05-08 | Finelli Francis Alphonse |
Open-market purchase | 5,000 | $26.00 | $130.0K |
| 2026-05-08 | Finelli Francis Alphonse |
Open-market purchase | 10,000 | $26.00 | $260.0K |
| 2026-05-08 | Insight Satellite Co-Invest, L.p. |
Conversion | 2,822,723 | — | — |
| 2026-05-08 | Insight Associates (Eu) Xii, S.a.r.l. |
Conversion | 694,787 | — | — |
| 2026-05-08 | Insight Associates (Eu) Xii, S.a.r.l. |
Option exercise | 328,410 | — | — |
| 2026-05-08 | Insight Associates (Eu) Xii, S.a.r.l. |
Conversion | 4,240,157 | — | — |
| 2026-05-08 | Insight Associates (Eu) Xii, S.a.r.l. |
Disposition to issuer | 878 | — | — |
| 2026-05-08 | Insight Associates (Eu) Xii, S.a.r.l. |
Option exercise | 2,041 | — | — |
| 2026-05-08 | Insight Associates (Eu) Xii, S.a.r.l. |
Disposition to issuer | 20 | — | — |
| 2026-05-08 | Insight Associates (Eu) Xii, S.a.r.l. |
Option exercise | 51,245 | — | — |
| 2026-05-08 | Insight Associates (Eu) Xii, S.a.r.l. |
Disposition to issuer | 307 | — | — |
| 2026-05-08 | Insight Associates (Eu) Xii, S.a.r.l. |
Option exercise | 713 | — | — |
| 2026-05-08 | Insight Associates (Eu) Xii, S.a.r.l. |
Disposition to issuer | 8 | — | — |
| 2026-05-08 | Insight Associates (Eu) Xii, S.a.r.l. |
Option exercise | 19,220 | — | — |
| 2026-05-08 | Insight Associates (Eu) Xii, S.a.r.l. |
Conversion | 252,108 | — | — |
| 2026-05-08 | Insight Associates (Eu) Xii, S.a.r.l. |
Disposition to issuer | 5,344 | — | — |
| 2026-05-08 | Insight Associates (Eu) Xii, S.a.r.l. |
Option exercise | 12,433 | — | — |
| 2026-05-08 | Insight Associates (Eu) Xii, S.a.r.l. |
Disposition to issuer | 127 | — | — |
| 2026-05-08 | Insight Partners Holdings Focus-H, L.p. |
Conversion | 2,272,723 | — | — |
| 2026-05-08 | Insight Partners Xii, L.p. |
Disposition to issuer | 12 | — | — |
| 2026-05-08 | Insight Partners Xii, L.p. |
Conversion | 125,613 | — | — |
| 2026-05-08 | Insight Partners Xii, L.p. |
Option exercise | 8,731 | — | — |
| 2026-05-08 | Insight Partners Xii, L.p. |
Disposition to issuer | 3,753 | — | — |
| 2026-05-08 | Insight Partners Xii, L.p. |
Conversion | 8,575 | — | — |
| 2026-05-08 | Insight Partners Xii, L.p. |
Option exercise | 575 | — | — |
| 2026-05-08 | Insight Partners Xii, L.p. |
Disposition to issuer | 1 | — | — |
| 2026-05-08 | Insight Partners Xii, L.p. |
Option exercise | 27 | — | — |
| 2026-05-08 | Insight Partners Xii, L.p. |
Disposition to issuer | 88 | — | — |
| 2026-05-08 | Insight Partners Xii, L.p. |
Option exercise | 228,340 | — | — |
| 2026-05-08 | Insight Partners Xii, L.p. |
Conversion | 3,035,906 | — | — |
| 2026-05-08 | Insight Partners Xii, L.p. |
Disposition to issuer | 170 | — | — |
| 2026-05-08 | Insight Partners Xii, L.p. |
Option exercise | 8,657 | — | — |
| 2026-05-08 | Insight Partners Xii, L.p. |
Disposition to issuer | 4 | — | — |
| 2026-05-08 | Insight Partners Xii, L.p. |
Option exercise | 395 | — | — |
| 2026-05-08 | Nightdragon Growth I, L.p. |
Option exercise | 30,645 | — | — |
| 2026-05-08 | Nightdragon Growth I, L.p. |
Disposition to issuer | 5,818 | — | — |
| 2026-05-08 | Nightdragon Growth I, L.p. |
Option exercise | 13,535 | — | — |
| 2026-05-08 | Nightdragon Growth I, L.p. |
Disposition to issuer | 12 | — | — |
| 2026-05-08 | Nightdragon Growth I, L.p. |
Disposition to issuer | 33 | — | — |
| 2026-05-08 | Nightdragon Growth I, L.p. |
Conversion | 5,841,537 | — | — |
| 2026-05-08 | Nightdragon Growth I, L.p. |
Option exercise | 85,273 | — | — |
| 2026-05-08 | Nightdragon Growth Ii, L.p. |
Conversion | 2,114,806 | — | — |
| 2026-05-08 | Finelli Francis Alphonse |
Open-market purchase | 5,000 | $26.00 | $130.0K |
| 2026-05-08 | Finelli Francis Alphonse |
Open-market purchase | 9,615 | $26.00 | $250.0K |
| 2026-05-08 | Dewalt David G |
Option exercise | 85,273 | — | — |
| 2026-05-08 | Dewalt David G |
Disposition to issuer | 33 | — | — |
| 2026-05-08 | Dewalt David G |
Option exercise | 13,535 | — | — |
| 2026-05-08 | Dewalt David G |
Conversion | 5,841,537 | — | — |
| 2026-05-08 | Dewalt David G |
Option exercise | 30,645 | — | — |
| 2026-05-08 | Dewalt David G |
Conversion | 2,114,806 | — | — |
Well-known investors holding HAWK (13F)
| Investor | Quarter | Shares | Reported value | % of their 13F | Change vs prior quarter |
|---|---|---|---|---|---|
| Point72 Asset Management (Steve Cohen) | 2026-06-30 | 2,288,661 | $46.3M | 0.07% | New position |
| Citadel Advisors (Ken Griffin) | 2026-06-30 | 641,395 | $13.0M | 0.01% | New position |
| Millennium Management (Israel Englander) | 2026-06-30 | 338,648 | $6.8M | 0.0% | New position |
| Soros Fund Management | 2026-06-30 | 116,280 | $2.4M | 0.03% | New position |
| D. E. Shaw & Co. | 2026-06-30 | 100,000 | $2.0M | 0.0% | New position |
| Two Sigma Investments | 2026-06-30 | 15,112 | $305.6K | 0.0% | New position |