SATL 10-K & 10-Q changes, risk factors and insider trading

•Market acceptance of our EOData services& Analytics and Space Systems businesses may not continue, and our business is dependent upon our ability to keep pace with the latest technological changes.

•We face competition for EOall services,of our Data & Analytics and Space Systems businesses, which may limit our ability to gain market share.

•Our ability to grow our business depends on the successful production, launch, commissioningcommissioning, sale and/or operation of our satellites, which is subject to many uncertainties, some of which are beyond our control.

•The marketmarkets for EOData services& hasAnalytics and Space Systems businesses have not been established with precision, isare still emerging and may not achieve the growth potential we expect or may grow more slowly than expected.

•Natural disasters, unusual or unfavorable weather conditions, pandemic or epidemic outbreaks, terrorist acts and geopolitical events (including the new conflicts in Iran and the Middle East) could disrupt our business or satellite launch schedules.

Since inception, we have devoted substantially all of our resources to designing, building and developing our satellites and satellite components and technology, enhancing our geospatial analytics capabilities and services, planning our business, raising capital and providing general and administrative support for these operations. As a relatively new business, we have not demonstrated a sustained ability to generate sufficient revenue from our EOData services& Analytics business or conduct sufficient sales and marketing activities necessary for successful commercialization of our geospatial data and analytics platform (“Platform”). Additionally, our Space Systems business line, which allows us to sell our satellites directly to customers, has only a limited demonstrated track record of revenues. Consequently, any assessment a reader makes about our current business, future success or viability may not be as accurate as it could be if we had a longer operating history. Further, our limited financial track record, without meaningful revenue from our expected future principal business, is of limited reference value for an assessment of our business and future prospects.

As of December 31, 2024,2025, we have an accumulated deficit of $400.1$404.9 million. For the year ended December 31, 2024,2025, we had net cash used in operating activities of $35.9$26.9 million. As of December 31, 2024,2025, we had cash and cash equivalents of $22.5$94.4 million. We will continue to incur losses and negative operating cash flows until we are able to onboard a sufficient number of customers, contracts and launch and scale a sufficient number of our constellation of satellites, to become profitable and generate positive operating cash flows. As we workcontinue to transition from initial start-up activities to commercial production and sales, it is difficult to forecast our future results. We have limited insight into trends that may emerge and affect our business, including our ability to attract and retain customers and the competition we will face. If our revenue grows slower than we anticipate or we otherwise fall materially short of our forecasts and expectations, we may not be able to achieve profitability and positive operating cash flows and our financial condition will be materially and adversely affectedaffected, which could cause our stock price to decline and investors to lose confidence in us.

The success of our business will be highly dependent on our ability to effectively market and sell our EOData & Analytics and Space Systems products and services and to convert our pipeline of potential contracts into actual revenues, which can be a costly process.

To date, we have relied heavily on equity and debt financing to fund our business and operations and are currently generating revenue from agreements with a commercial space technology customer and a governmental customer as well as from a base of smaller customer contracts. Since initially launching 13As of ourthe satellitesdate inof latethis 2020,Report, we now have a fleet of 2219 satellites in orbit and have significantly accelerated our sales and marketing efforts to government D&I agencies, particularly in countries outside of the U.S. Our success will be highly dependent on our ability to convert our significant pipeline of potential contracts into recognized revenues. If we fail to sign contracts with at least some portion of the customers for large projects currently envisaged in our pipeline, particularly over the next couple of years when any large contract would significantly impact our revenues and financial results and grow a sufficient number of contracts with such customers, our business, financial condition, and results of operations will be materially and adversely affected.

Our ability to establish and expand our customer relationships and sell our EOData & Analytics and Space Systems products and services is subject to a number of factors, including our ability to overcome concerns by customers relating to our lack of experience or track record in providing EOsuch services and products to customers in the same industry or at all, competition from larger, more experienced service providers, our customers’ satisfaction or dissatisfaction with our satellites and/or our EO services, the frequency and severity of errors or disruptions in our satellites, reliability of our satellites, the effects of general economic conditions, competitive offerings or alternatives, reductions in our customers’ spending levels, and pricing.

Our sales growth is dependent upon our ability to implement sophisticated and potentially costly sales and marketing initiatives. These initiatives may not be effective in generating sales, and in such an event our results of operations will be harmed. In the near term, we intend to derive substantially all our revenues from providing our EOData & Analytics services and Space Systems to international government D&I agencies, and in the longer term, intend to expand our operations to serve commercial customers in a variety of markets and industries. We cannot give any assurance that we will be able to secure future business or that the potential uses for our EOproducts and services in commercial applications will develop. It is difficult to predict our future revenues and appropriately budget for our expenses, and we have limited insight into trends that may emerge and affect our business. If actual results do not improve or improve more slowly than we anticipate, our operating results, prospects and financial position could be materially and adversely affected.

We are dependent on a small number of customers for a large portion of our revenue, such as a commercial space technology customer and a governmental customer. A significant decrease in the sales to or loss of any of our major customers would have a material adverse effect on our business, financial condition, and results of operations. In 2024,2025, we had twothree customers that each accounted for more than 10% of our total revenue and in 2023,2024, we had fourtwo customers that accounted for 10% of our total revenue. Customers in the D&I market generally purchase our EOservices servicesand products in connection with government programs that have a limited duration, leading to fluctuating sales to any particular customer in this market from year to year. If we lose one or more of our major enterprise or government customers, or if we experience a significant reduction in business from one or more major enterprise or government customers, there is no assurance that we would be able to quickly replace those customers to generate comparable revenue, which could harm our operating results and profitability.

Our results of operations may fluctuate, in part, because of the intensive nature of our sales efforts and the length and unpredictability of our sales cycle. As part of our sales efforts, we invest considerable time and expense evaluating the specific needs and requirements of our potential customers, which consist largely of government agencies and educating these potential customers about the technical capabilities and value of our satellites and our EOData & Analytics services and the better unit economics we can offer, which in the case of government agencies can be less important. In addition, we have only recently begun to grow our sales team, and our sales efforts have historically depended on the significant involvement of our senior management team. Given the nature of the potential customers, the length of our sales cycle tends to be long and varies substantially from customer to customer. In addition, the timing and cycle of contract bidding processes particularly for government contracts can be very unpredictable and can change or lengthen on very little notice and for reasons outside of our control. Because decisions to purchase our EOData & Analytics services and Space Systems involve significant financial commitments, potential customers generally evaluate our products and technologies at multiple levels within their organizations, each of which often have specific requirements, and typically involve senior officials and management, and multiple internal approvals. We could spend substantial time, effort, and money in our sales efforts without producing any sales. If our sales efforts to a potential customer do not result in sufficient revenue to justify our investments, our business, financial condition, and results of operations could be materially and adversely affected.

We are still an early-stage company and only began to recognize revenues in 2021. Acquiring defense-related governmental contracts, such as the three-year agreement we entered into with the government of Albania,contracts is part of our growth strategy. The acquisition of defense-related or governmental customers results in our EOData & Analytics services and Space Systems being incorporated into defense programs. Whether such defense or governmental contracts are entered into directly with the U.S. government, a foreign government (including Albania),government, or one of their respective agencies, or indirectly as a subcontractor or team member, our contracts and subcontracts are or will be subject to special risks. For example:

•Changes in government administration and national and international priorities, including developments in the geopolitical environment,environment (such as the new conflicts in Iran and the Middle East), or regulatory requirements, could have a significant impact on national or international defense spending priorities and the efficient handling of routine contractual matters. These changes could have a negative impact on our business in the future.

•Our usage policy currently restricts usage of our EOData & Analytics services, data and Platform for peaceful use only, and that may limit our ability to compete for and win certain defense-related contracts.

•While we intend to effectexecuted the Domestication in orderpart to better position ourselves to execute our realigned strategic focus on the U.S. market, including competing for U.S. government D&I-related contracts, there can be no assurance that the Domestication will allowcontinue to enable us to successfully obtain any such contracts, nor will it resolve the foregoing risks.

The pricing of our products and services will vary depending on the specific application and customer specifications. Given the complexity in determining pricing structures for our EOData services,& Analytics services and satellites, we may experience difficulty determining the appropriate price structure for our products and services. This may result in missed revenue opportunities and lower than expected margins if we price our products and services too low, or in us losing bids if we price our products and services too high. In addition, we expect that we may need to change our pricing model from time to time, including as a result of competition, global economic conditions, reductions in our customers’ spending levels generally, changes in product mix, pricing studies or changes in how information technology infrastructure is broadly consumed. Similarly, as we introduce new products and services, or as a result of the evolution of our existing products and services, we may have difficulty determining the appropriate price structure for our products and services. In addition, as new and existing competitors introduce new products or services that compete with ours, or revise their pricing structures, we may be unable to attract new customers at the same price or based on the same pricing model as we have used historically. Moreover, customers may demand price concessions. As a result, we may be required from time to time to revise our pricing structure or reduce our prices, which could materially and adversely affect our business, financial condition, and results of operations.

Our business plan is based on us building out our constellation of satellites and building satellites to 200+fulfill satellites.our Space Systems customer orders. Our ability to achieve our production plans and deliver our products and services to our customers will depend upon many factors, including our ability to:

We may be unable to prepare and operate production facilities for production within our planned timeframes, in a cost-effective manner or at all due to a variety of factors, including, but not limited to, a failure to acquire or lease aan additional production facility, a stoppage of construction as a result of public health emergencies, geopolitical conflicts, insufficiency of utility infrastructure, unexpected construction problems, permitting and other regulatory issues, severe weather, labor disputes, and issues with subcontractors or vendors. In addition, the cost to scale satellite production may be more than we are currently forecasting based on higher plant acquisition and build out costs, higher labor costs, increases in plant and equipment costs, increased transportation and supply chain costs and higher costs to manage and administer the plant and supply chain. Any delay or inability to build and launch satellites as we resume efforts to scale satellite production, including at the expected cost, could significantly delay or reduce expected revenue, profitability and cash flow. No assurance can be given that construction of the satellites will be completed on time or at all, or as to whether we will have sufficient funds available to complete construction if we experience unexpected delays or costs.

We are dependent on third parties to transport our satellites and ground station equipment around the world and to launch and deliver our satellites into space. Currently there are only a few companies whothat offer launch services, including SpaceX, with whom we have entered into the SpaceX Agreement. We require timely and affordable access to launch services that meet our business and technical requirements to deploy our satellite constellation. If the number of companies offering launch services or the number of launches does not grow in the futurefuture, contract disputes arise with existing launch providers, or there is a consolidation among companies who offer these services, this could result in a shortage of space on these launch vehicles, which may cause prices to increase, or result in our inability to secure space on a launch vehicle and, as a result, delays in our launch schedule. Additionally, adverse events with respect to our launch service providers, such as satellite launch failures or financial difficulties (which some of these providers have previously experienced), could result in increased costs or delays in the launch of our satellites. Moreover, a shortage of transportation providers for our satellites and ground station equipment may cause our costs to increase, delays in our ability to launch our satellites and gaps in our service coverage, and adversely affect our ability to meet customer demand. Any of these situations could have a material adverse effect on our business, financial condition, and results of operations.

We are impacted by increases in the prices of raw materials used in the production of our satellites. We monitor sources of supply in an effort to ensure that adequate raw materials and other components and supplies are available. Prolonged disruptions in the supply of any of our key raw materials or components, difficulty completing qualification of new sources of supply or implementing use of replacement materials, components or new sources of supply, or a continuing increase in the prices of raw materials, energy or components, including as a result of interest rate volatility, rising interest rates and geopolitical conditionsconditions, trade restrictions or disputes, including as it relates to tariffs on raw materials or supplied components, could have a material adverse effect on our operating results, financial condition, and cash flows. Our operations may also be impacted by trade restrictions or disputes, including those that result in the imposition of tariffs on raw materials or supplied components.

We rely on the technology, infrastructure, and software applications, including software-as-a-service offerings, of certain third parties, such as ground station infrastructure operated by two separate third-party vendors, in order to launch and deliver our satellites into space and operate some or all of certain key features or functions of our business, including deployment of our cloud-based imagery services and other geospatial and data analytic services. We do not have control over the operations of the facilities of the third parties that we use. If any of these third-party services experience errors, disruptions, security issues, or other performance deficiencies, if they are updated such that they become incompatible, if these services, software, or hardware fail or become unavailable due to extended outages, interruptions, defects, or otherwise, or if they are no longer available on commercially reasonable terms or prices (or at all), these issues could result in errors or defects in the delivery of our EOData & Analytics services, or our ability to manage our operations could be interrupted until equivalent services or technology, if available, are identified, procured, and implemented, all of which may take significant time and resources, increase our costs, and could materially and adversely affect our business, financial condition, and results of operations.

Market acceptance of our EOproducts and services may not continue, and our businessbusinesses isare dependent upon our ability to keep pace with the latest technological changes.

The market for our EOproducts and services is characterized by rapid technological change and evolving industry standards. Failure to respond in a timely and cost-effective way to these technological developments could have a material adverse effect on our business and operating results. As a result, our success will depend, in part, on our ability to develop and market service offerings that respond in a timely manner to the technological advances and needs of our customers, and evolving industry standards. In addition, although in the near term,term we intend to derive substantial revenues from providing EOour products and services to government D&I agencies, in the longer term, we intend to expand our operations to serve commercial customers in a variety of markets and industries and through a wide range of applications.

We believe that, in order to remain competitive in the future, we will need to continue to invest significant financial resources to improve the technology of our existing products and services and develop new products and services both for existing applications and new commercial applications, including through internal R&D, acquisitions and joint ventures or other collaboration arrangements. These expenditures could divert our attention and resources from other projects, and we cannot be sure that these expenditures will ultimately lead to the timely development of new product or service offerings and technologies, or identification of and expansion into new markets and applications. In addition, following the establishment of our Space Systems business line, we are increasingly reliant on our ability to build and launch satellites quickly,quickly into largemeet volumescustomer anddemand at lowan attractive cost. Our profitability will be dependent on our competitiveness in this area, as our competitors advance their own ability to build and launch satellites, at greater speeds, in greater volumes, and at lower costs.

Due to the design complexity of our products and services, we may, in the future, experience delays in completing the development and introduction of new or enhanced products or product applications. Any such delays could result in increased costs of development or deflect resources from other projects. In addition, there can be no assurance that the market for our EOproducts or services will develop or continue to expand or that we will be successful in identifying new markets or applications as we currently anticipate. The failure of our technology to gain market acceptance could significantly reduce our planned revenues and harm our business. Market acceptance of our products and services depends on a number of factors, including the quality, scope, timeliness, sophistication, and price of substitute products and services. We cannot be sure that our competitors will not develop competing technologies that gain market acceptance in advance of our technologies or develop technologies that better meet the needs of our customers. The possibility exists that our competitors might develop new technology or offerings that might cause our existing technology and offerings to become obsolete. If we fail to develop, manufacture, and market innovative technologies that enable our products and services to meet customers’ requirements or our technologies fail to achieve market acceptance more rapidly as compared to our competitors, our ability to procure new contracts could be negatively impacted and our business may not continue to grow in line with expectations or at all. If we are unable to achieve sustained growth, we may be unable to execute our business strategy, expand our business or fund other liquidity needs and our business, financial condition, and results of operations could be materially and adversely affected.

If we fail to effectively conduct due diligence on our potential targets, for example, we may not identify problems at target companies or we may fail to recognize incompatibilities or other obstacles to successful integration. Our inability to successfully integrate future acquisitions could impede us from realizing all of the benefits of those acquisitions and could materially weaken our business operations. The integration process may disrupt our business and, if new technologies, products or businesses are not implemented effectively, may preclude the realization of the full benefits expected by us and could harm our results of operations. In addition, the overall integration of new technologies, products or businessesit may result in unanticipated problems, expenses, liabilities and competitive responses.

We face competition for EOour products and services which may limit our ability to gain market share.

We operate in the NewSpace sector, which refers to the increased commercialization and privatization of the space sector. Competition in our imagery services business is highly diverse, and while our competitors offer different products, there is often competition for contracts that are part of governmental budgets. The major existing and potential competitors for our EOproducts and services include commercial satellite imagery and manufacturing companies, state-owned imagery providers, aerial imagery companies, free sources of imagery and unmanned aerial vehicles. We also face competition from companies that provide geospatial data analytic information and services to the U.S. government, including defense prime contractors.

In addition, some of our international competitors currently benefit from, and others may benefit in the future from, subsidies and other protective measures implemented by their home countries where governments are providing financial support, including significant investments in the development of new technologies. Government support of this nature greatly reduces the commercial risks associated with satellite development activities for these competitors. This market environment may result in increased pressures on our pricing and other competitive factors. To that end, we intend to effectWhile the Domestication inwas orderintended to better position ourselves to compete for U.S. government D&I-related contracts. However,contracts, there can be no assurance that the Domestication will allow us to successfully obtain any such contracts, nor will it necessarily allow us to benefit from protective measures relating to domicile in the United States.

We employ sophisticated design and testing processes and practices. Nevertheless, our products and services may contain defects or errors, or experience performance problems when first introduced, when new versions or enhancements are released, or even after these products have been in use for a period of time. Our systems may not be successfully implemented, pass required acceptance criteria, or operate or give the desired output, or it may not be able to detect and fix all defects in our satellites and our EOData & Analytics services, or resolve any delays or availability issues in the launch services we procure. These problems could result in expensive and time-consuming design modifications, delays in the introduction of new products or enhancements, significant increases in our service and maintenance costs, termination of contracts for convenience or cause, diversion of our personnel’s attention from our product development efforts, exposure to liability for damages, damaged customer relationships, and harm to our reputation, any of which could materially and adversely harm our results of operations. In addition, increased development costs could be substantial.

We cannot provide assurances that our businesses will generate sufficient cash flow from operations in the future or that additional capital will be available in amounts sufficient to enable us to execute our business strategies. As discussed below, ourOur ability to satisfy our longer-term liquidity will depend primarily on our ability to grow our revenue and meet our revenue targets, and additional funding may be required for a variety of reasons. The availability and cost to us of external financing depend on a number of factors, including general market conditions, our financial performance and our credit rating. Both our credit rating and our ability to obtain financing generally may be influenced by the supply and demand characteristics of our industry generally. Declines in our expected future revenue under contracts with customers and challenging business conditions faced by our customers are among factors that may adversely affect our credit. Other factors that could impact our credit include the amount of debt in our capital structure, activities associated with our strategic initiatives, our expected future cash flows, and the capital expenditures required to execute our business strategy. The overall impact on our financial condition of any transaction that we pursue may be negative or may be negatively perceived by the financial markets and ratings agencies, and may result in adverse rating agency actions with respect to any credit rating we may have from time to time. Disruption in the capital markets, including as a result of interest rate volatility and geopolitical instability, a deterioration in our financial performance or a credit rating downgrade could limit our ability to obtain financing or could result in any such financing being available only at greater cost or on more restrictive terms than might otherwise be available.

Long-term disruptions in the capital and credit markets as a result of uncertainty due to recessions,adverse changingmacroeconomic conditions, an uncertain regulatory environment or increasedgeopolitical regulation or failures of significant financial institutionsconflict could adversely affect our access to capital. If financial market disruptions occur, it may become difficult for us to raise additional capital or refinance debt when needed, on acceptable terms or at all. Any disruption could require us to take measures to conserve cash until the markets stabilize or until alternative credit arrangements or other funding for our business needs can be arranged. Such measures could include deferring capital expenditures and reducing or eliminating other discretionary uses of cash, which could materially and adversely impact our business and our ability to execute our business strategies.

Our current primary R&D objectives focus on the development of satellites and related components that can remap the entire surface of the Earth in high resolution as well as our EO services, including creating a catalog of archived data. While we currently have 2219 satellites in orbit, we estimate the gross costs associated with designing, building, and launching our satellites to continue to build out our constellation will be significant, and there can be no assurance that we will complete these deployments on a timely basis, on budget or at all. Design, manufacture and launch of satellite systems are highly complex and historically have been subject to delays and cost over-runs. If we do not complete development and manufacturing of additional satellites in our anticipated timeframes or at all, our ability to grow our business will be adversely affected. The successful development, integration, and operation of our satellites and our EOData & Analytics services involves many uncertainties, some of which are beyond our control, including, but not limited to:

•our ability to obtain additional applicable approvals, licenses or certifications from regulatory agencies, if required, and to maintain current approvals, licenses or certifications;

The market for EOour products and services has not been established with precision, is still emerging and may not achieve the growth potential we expect or may grow more slowly than expected.

The market for EOData & Analytics services and Space Systems has not been established with precision as the commercialization of space is a relatively new development and is rapidly evolving. Our views of the total addressable market are based on a number of third-party reports which may or may not accurately reflect future market size and growth. As a result, our views of the total addressable market for our products and services may prove to be incorrect. In addition, if interest in our EOData & Analytics services and Space Systems by commercial customers, or the expected growth in commercial applications for EOData services,& Analytics services and Space Systems, is less than expected, or our satellite and related technologies are unable to meet expected customer expectations and demand, our business and financial results will be materially and adversely affected.

We will beare required to record orbital locations and operational parameters of our satellites with the ITU (as defined below) and to coordinate with other satellite operators and national administrations the use of these orbital locations and operational parameters in order to avoid interference to or from other satellites. The results of coordination may adversely affect our use of our satellites using certain orbital locations and the type of applications or services that we can accommodate. If we are unable to coordinate our satellites by specified deadlines, we may not be able to use our satellites or certain orbital locations for our proposed service or coverage area, or we may lose interference protection for our satellites. The use of our satellites may also be temporarily or permanently adversely affected if the operation of other satellite networks do not conform to coordination agreements resulting in the acceptable interference levels being exceeded (such as due to operational errors associated with the transmissions to other satellite networks).

We are vulnerable to natural disasters and significant disruptions including tsunamis, floods, earthquakes, fires, water shortages, other extreme or unusual weather conditions, epidemics or pandemics, acts of terrorism or disruptive geopolitical events (including the ongoing conflicts between Russia and Ukraine, in the Gaza Strip and the Red Sea region) where our facilities or the launch facilities of our transport partners are located, or where our third-party suppliers’ facilities are located, power shortages and blackouts, aging infrastructures and telecommunications failures. Furthermore, climate change has increased, and may continue to increase, the rate, size and scope of these natural disasters. In the event of such a natural disaster or other disruption, we could experience disruptions to our operations or the operations of suppliers, subcontractors, distributors or customers, which could affect our ability to maintain launch schedules or fulfill our customer contracts.

The availability of many of our EOData & Analytics services depends on the continuing operation of our satellite operations infrastructure, satellite manufacturing operations, information technology and communications systems, some of which are supported by third-party vendors that are not under our control. Any downtime, damage to or failure of our systems could result in interruptions in our service, which could reduce our revenues. Our systems are vulnerable to damage or interruption from floods, fires, power loss, aging infrastructure, telecommunications failures, computer viruses, computer denial of service attacks or other attempts to harm our systems. In the event we are unable to collect, process and deliver imagery from our facility, our daily operations and operating results would be materially and adversely affected. In addition, our ground terminal centers are vulnerable to damage or interruption from human error, intentional bad acts, earthquakes, hurricanes, floods, fires, war, terrorist attacks, power losses, hardware failures, systems failures, aging infrastructure, telecommunications failures and similar events.

Risks RelatingRelated to the Change in Our Place of Incorporation

Following the Domestication, certainCertain provisions in our charter documents and under Delaware law could make an acquisition of our company more difficult, limit attempts by our stockholders to replace or remove members of our Board or current management and may adversely affect the market price of our common stock.

Following the Domestication, ourOur Delaware certificate of incorporation provides that, with certain limited exceptions, unless we consent in writing to the selection of an alternative forum, the Court of Chancery of the State of Delaware will be the sole and exclusive forum for any stockholder (including any beneficial owner) to bring (i) any derivative action or proceeding brought on our behalf, (ii) any action asserting a claim of breach of fiduciary duty owed by any director or officer of the Company owed to us or our stockholders, creditors or other constituents, (iii) any action asserting a claim against us or any director or officer of the Company arising pursuant to any provision of the DGCL or our Delaware certificate of incorporation or our Delaware bylaws, or (iv) any action asserting a claim against the Company or any director or officer of the Company governed by the internal affairs doctrine. Any person or entity purchasing or otherwise acquiring any interest in shares of our capital stock is deemed to have received notice of and consented to the foregoing provisions. This choice of forum provision may limit a stockholder's ability to bring a claim in a judicial forum that it finds favorable for disputes with us or our directors, officers or other employees, which may discourage such lawsuits against us and our directors, officers and employees. Alternatively, if a court were to find this choice of forum provision inapplicable to, or unenforceable in respect of, one or more of the specified types of actions or proceedings, we may incur additional costs associated with resolving such matters in other jurisdictions, which could adversely affect our business, financial condition or results of operations.

Risks RelatingRelated to Legal and Regulatory Matters

The raw data collected by our constellation is collected through a series of ground stations strategically located in several global locations. We have a primary mission command control center in the U.S. that has ultimate operational control of our constellation and is supported by additional teams in each of Spain and Argentina. With the shift of ultimate operational constellation control to the U.S. last year,U.S., Satellogic filed for an operator’s license with NOAA which was granted in November 2023. We are currently pursuing a license with the Federal Communications Commission (“FCC”). We also are subject, directly and through our contract with SpaceX for launch of our satellites, to the U.S. regulations of FAA licensing requirements. We have taken appropriate measures to ensure full compliance with these and similar regulations.

•Our potential future contracts with U.S. and international defense contractors or directly with the U.S. government may be on a commercial item basis, eliminating the requirement to disclose and certify cost data. To the extent that there are interpretations or changes in the Federal Acquisition Regulations (“FAR”) regarding the qualifications necessary to sell commercial items, there could be a material impact on our business and operating results. For example, there have been legislative proposals to narrow the definition of a “commercial item” (as defined in the FAR) or to require cost and pricing data on commercial items that could limit or adversely impact our ability to contract under commercial item terms. Changes in regulatory application to our business could be accelerated due to changes in our mix of business, in federal regulations, or in the interpretation of federal regulations, which may subject us to increased oversight by the Defense Contract Audit Agency (“DCAA”) for certain of our products or services. Such changes could also trigger contract coverage under the Cost Accounting Standards (“CAS”) applicable to certain U.S. government procurements, further impacting our commercial operating model and requiring compliance with a defined set of business systems criteria. Growth in the value of certain contracts may increase our compliance burden, requiring us to implement new business systems to comply with such requirements. Failure to comply with applicable CAS requirements could adversely impact our ability to win future CAS-covered contracts.

A large part of our growth strategy includes seeking U.S. governmental agency customers, particularly in D&I, though we have not acquired any U.S. governmental agency customers to date.I. Obtaining contracts with certain U.S. governmental agencies may require us to maintain national security clearance and mitigation elements under the National Industry Security Program. Obtaining and maintaining national security clearances involves a lengthy process. Going forward, we will require a facility clearance to meet the requirements of D&I EO solicitations.

WeFounded arein 2010 by Emiliano Kargieman and Gerardo Richarte, Satellogic is the first vertically integrated geospatial company, anddriving wereal areoutcomes buildingwith theplanetary-scale firstinsights. Satellogic has built a scalable, fully automated EO platform with the ability, when scaled, to remap the entire planet atwith bothan high-frequencyoptimal balance of frequency and high-resolution,resolution at unprecedented unit economics, providing accessible and affordable solutions for our customers. We plan to democratize access to geospatial data by providing planetary insights at what we believe to be the lowest cost in the industry, ultimately driving better decision-making across a broad range of industries including agriculture, forestry, energy, financial services, and cartography.

Our strategy is focused along threetwo distinct business lines: AssetData Monitoring,& CaaS,Analytics, including Constellation as a Service (“CaaS”), and Space Systems. These two business lines will allow us to serve the existing EO market and begin to democratize access to a host of new EO customers.

We are currently an early-stage company, and while our revenues have increased each year, we have historically notgenerated demonstrated an ability to generate enoughinsufficient revenues to sustain the business from both legacy and new business lines and have relied on outside financing, both debt and equity to supplement the cash flows generated from our operations. We are currently an early-stage company that has not demonstrated a sustained ability to generate sufficient revenue from our expected future principal business. While our revenues have increased each year, we have historically generated insufficient revenues to sustain the business and have relied on outside financing, both debt and equity, to supplement the cash flows generated from our operations. To grow our business, we have to continue to improve our technology and regularly launch new and improved satellites, which require capital. Sustained and repeat business, along with securing new debt and equity capital, are critical for our ongoing success. See “Risk Factors – Risks Related to our Business and Industry.”

In addition, we believe the Domestication with greater visibility to investors and customers, particularly as we pursue U.S. government D&I-related contracts, and our success in leveraging this structure change will also be a key factor in our future operating results. However, there can be no assurance that the Domestication will allow us to successfully obtain such contracts or resolve other risks related to competing for government contracts. See “Item 1A. Risk Factors – Risks RelatingRelated to the Change in Our Place of Incorporation.”

Revenue is currently derived from our AssetData Monitoring,& CaaSAnalytics and Space Systems business lines. We sell our imagery to AssetData Monitoring& Analytics customers as a single task and recognize revenue at a point-in-time, while we enter into arrangements with CaaS customers that provide a stand-ready commitment and recognize revenue over time. For our Space Systems business lines, we sell our satellites and related products directly to customers and typically recognize revenue at a point in time.

Other income (expense) income,, net consists mainly of differences related to foreign exchange gains and losses as well as gains and losses on disposal of property and equipment.

The following table summarizes our results of operations for the fiscal years ended December 31, 20242025 and 2023.2024.

During the year ended December 31, 2024,2025, revenue increased $2.8$4.8 million, or 28%38% to $12.9$17.7 million from $10.1$12.9 million for the year ended December 31, 2023,2024, driven primarily by a $5.0$4.9 million increase in imagery ordered by new and existing AssetData Monitoring& customers,Analytics partially offset by a $2.2 million decrease in revenue generated from the Space Systems business line.customers. Revenue for the year ended December 31, 20242025 included $9.5$16.0 million attributable to our AssetData Monitoring& Analytics line of business,business $1.8and $1.7 million attributable to our Space Systems line of business, and $1.6 million attributable to our CaaS line of business compared to $4.5 million, $3.9$11.1 million and $1.6$1.8 million,million respectively, in the prior year.

Cost of sales, exclusive of depreciation, decreased $32$148 thousand, or 1%,3%, to $4.9 million for the year ended December 31, 2025 from $5.0 million for the year ended December 31, 2024 from $5.1 million for the year ended December 31, 2023.2024. The decrease was primarily due to lower cloud service costs and Space Systems costs on lower sales volume partially offset by higherantenna cloudrental servicesand costsground associatedstation with the higher asset monitoring volume.costs.

Depreciation expense decreased $4.6$4.9 million, or 27%,39%, to $7.7 million for the year ended December 31, 2025, as compared to $12.7 million for the year ended December 31, 2024, as compared to $17.3 million for the year ended December 31, 2023.2024. The decrease was due primarily to the decommissioning of 168 satellites during 2023 upon reaching the end of their useful life.life since the fourth quarter of 2024 compared to the launch of 3 satellites into our constellation in 2025.

Interest income, net decreasedincreased by $0.8$0.6 million, or 50%,63%, to $1.6 million for the year ended December 31, 2025, from $1.0 million for the year ended December 31, 2024, from $1.7 million for the year ended December 31, 2023.2024. The decreaseincrease was due primarily to a $0.9$0.6 million decreaseincrease in interest income on cash and cash equivalents due to lowerhigher average cash and cash equivalents balances in 20242025 compared to 2023.2024.

The year over year negativepositive change in fair value of financial instruments of $66.5$85.9 million was related to net gains of $25.9 million for the year ended December 31, 2025, compared to net losses of $60.1 million for the year ended December 31, 2024, compared to net gains of $6.5 million for the year ended December 31, 2023.2024. The change was primarily driven by the remeasurement of the fair value of the Secured Convertible Notes and our warrant and earnout liabilities primarily impacted by changes in our stock price.

Income tax (expense) benefit

Income tax expense decreased by $6.2$2.2 million, or 69%,76%, to $0.7 million for the year ended December 31, 2025, from $2.9 million for the year ended December 31, 2024, from $9.1 million for the year ended December 31, 2023.2024. The decrease was due primarily to a reductionlower amount of gainsforeign fromtaxes the remeasurement of tax liabilities denominatedrecorded in ArgentineArgentina pesoscompared that were recognized into the prior year.

On April 12, 2024, the Company, Borrower, and Holder Representative entered into the Note Purchase Agreement with the Purchaser, pursuant to which the Borrower agreed to issue the Secured Convertible Notes in the aggregate principal amount of $30$30.0 million to the Purchaser. The net proceeds from the issuance of the Secured Convertible Notes, after deducting transaction fees and other debt issuance costs, was approximately $27.6 million. The Secured Convertible Notes initially bear interest at a rate of SOFR plus 6.50% per annum. subject to an additional 4.0% per annum if certain events of default occur and are continuing. The Secured Convertible Notes are guaranteed by the Company and each of the Company’s material subsidiaries (other than the Borrower), and are secured by substantially all of the Company’s and its subsidiaries’ assets (including all of its intellectual property). The Borrower may issue additional Secured Convertible Notes under the terms thereof, provided the aggregate principal outstanding amount does not exceed $50$50.0 million. The Secured Convertible Notes mature on April 12, 2028. See Item 1. “Business Overview – Recent Developments” for additional information.

In connection with the Offering, the Company also entered into (i) a side letter with the Purchaser (the “Side Letter”), pursuant to which the Purchaser will be entitled to pre-emptive rights, in order to maintain its as-converted ownership percentage on the same basis as new capital raised and (ii)into, a registration rights agreement with the Purchaser (the “Registration Rights Agreement”), pursuant to which the Company agreed to register for resale the Class A common stock issuable upon conversion of the Secured Convertible Notes.

On December 10, 2024, we filed a shelf registration statement which registers, among other things, the offer and sale by us of up to $150 million aggregate amount of our Class A common stock. The shelf registration statement was declared effective by the SEC on December 20, 2024. In addition, on December 20, 2024, the Company entered into a Sales Agreement with CF&Co., acting as the Company’s sales agent, pursuant to which the Company may offer and sell, from time to time, through the Sales Agent, its Class A common stock, having an aggregate offering amount of up to $50,000,000 (the “ATM Program”). On February 12, 2025, the Company entered into the Amended Sales Agreement with CF&Co. and Northland, pursuant to which Northland was added as an additional Sales Agent under the ATM Program. On April 9, 2025, the Company entered into the Second A&R Sales Agreement with the Sales Agents, pursuant to which references to the Company’s Class A ordinary shares were replaced with references to the Company’s Class A common stock, along with other conforming changes, in connection with the Domestication. No Class A common stock was sold pursuant to the AmendedATM Sales AgreementProgram during 2024. Since December 31, 2024 through the date of this Report,Report wethe haveCompany sold $1.2$8.7 million aggregate amount of Class A Commoncommon Stock under the ATM Program, leaving an aggregate of $48.8 million remainingstock under the ATM Program. On October 16, 2025, the Company decreased the amount of Class A common stock offered pursuant to the ATM Program, such that the Company offered up to an aggregate of $15 million of shares of Class A common stock pursuant to the ATM Program from and after the sale thereof, not including the shares of Class A common stock previously sold. On January 26, 2026, the Company decreased the amount of Class A common stock offered pursuant to the ATM Program, such that the Company could no longer make any sales of its Class A common stock pursuant to the ATM Program from and after the date thereof, not including the shares of Class A common stock previously sold.

(2)The change is primarily due to higher accounts receivable from oura commercialSpace space technologySystems customer.

(43)The change is primarily due to thetwo timingsatellites ofbeing payments.built for a Space Systems customer.

(54)The change is primarily due to timing of payments,payments netincluding oflower anprepaid increaseinsurance inexpenses contractat liabilitiesDecember for31, new2025 revenuecompared contract.to December 31, 2024.

Net cash used in investing activities was $7.4 million for the year ended December 31, 2025, compared to $5.0 million for the year ended December 31, 2024, compared to $14.4 million for the year ended December 31, 2023.2024. The decreaseincrease in cash used in investing activities was primarily driven by aan lowerincrease numberin property and equipment purchases in the fourth quarter of 2025 after cost control measures implemented in 2023 limited satellites launched for the Company’s constellation to 3 and 5 during the year ended December 31, 20242025 compared toand the year ended December 31, 20232024, as a result of cash control measures implemented in 2023.respectively.

Cash Flows (used in) Provided by Financing Activities

This integrated approach enables Satellogic to deploy satellites on predictable timelines and operate with capacity to support persistent coverage across large portfolios of sites. Satellogic enables continuous monitoring and alert-driven workflows that help defense and intelligence (“D&I”) agencies, civil governments, and commercial operatorscustomers move from reactive tasking to proactive decision-making, providing mission-critical data when it is needed.

Today’s EOgeospatial data market is supply-constrained with customers demanding more data at lower costs. WithWe 18 satellites in orbit including 16 operational satellites, one satellite in commissioning and one for testing as of March 31, 2026, we haveoperate one of the largest high-resolution constellations commercially available with the ability to significantly leverage existing,existing in-orbit capabilities as capacity and cost champions.

We produce and launch our satellites for a fraction of the cost of our competitors, which is achieved through our vertical integration, in-house manufacturingmanufacturing, and an AI-Firsta design philosophy optimized for low mass and rapid production. We design the core components that go into developing and manufacturing our satellites to be mission specific. We manufacture many of our components, but we also partner with third parties to manufacture certain other components to our design specifications. We assemble, integrate and test the components and satellites in our facilities located in a free-trade zone in Montevideo, Uruguay. Additionally, our patent-protected camera design allowsenables us to capture approximatelyan 10xexceptional morevolume of imagery thanfrom a smallsat form factor distinguishing our collection capabilities from competitors. Our superior capture capacity, coupled with our radical cost leadership, results in industry-leading unit economics. When taken together with the resolution and frequency we are able to deliver, we believe Satellogic is uniquely positioned to drive a meaningful expansion of today’s EO market with persistent monitoring and actionable data.

We provide a sovereign-trusted architecture that ensures mission continuity independent of third-party priorities. We believe we are afully U.S.-incorporatedcompliant companywith operatingall without the heavy burden ofapplicable export controlsregimes, based on our non-ITAR design and our principal manufacturing location in Montevideo, Uruguay. Thiswhich allows us to provide unique, disruptively-priced sovereign and defense solutions rapidlyrapidly. withThis approach enables technology and knowledge transfer resulting in local manufacturing capabilities and in-orbit flight heritage.heritage, ensuring our customers retain strategic autonomy over their intelligence infrastructure.

Our strategy is focused along two distinct business lines: Data & Analytics (including tasking and archived data, Aleph Observer and Constellation as a Service “CaaS”), and Space Systems. These two business lines will allow us to serve the existing EO market and begin to democratize access to a host of new EOcustomers. customers.We expect that the Data & Analytics business will continue to represent our most predictable revenue stream, as our business model moves from episodic imagery transactions toward persistent monitoring programs.

Our Space Systems business offers unique solutions to sovereign customers or local partners with their own EO capabilities and in-orbit flight heritage at a disruptive price by leveraging our vertical integration and non-ITAR design.price. With rapid technology and knowledge transfer, as quickly as three to five months, our customers own, assemble and integrate their own satellites with operational support provided by us in their local AIT (Assembly Integration and Test) facility. We anticipate our Data & Analytics line of business will augment the capabilities of many of the Space Systems customers.

On January 26, 2026, the Company decreased the amount of Class A common stock available under its then current at-the-market program to $0.00 (the “Prior ATM Program”). On March 30, 2026, the Company entered into a new Sales Agreement by and among CF&Co., Craig-Hallum Capital Group LLC, Northland Securities, Inc. and Roth Capital Partners, LLC, as sales agents (the “Sales Agreement”), under which the Company may offer and sell shares of its Class A common stock having an aggregate offering price of up to $50.0 million from time to time (the “Current ATM Program” and, together with the Prior ATM Program, the “ATM Program”). No shares were sold under the Current ATM Program during the three or six months ended June 30, 2026.

The following briefly describes the components of revenue and expenses as presented in our Condensed Consolidated Statements of Operations and Comprehensive Income (Loss).Loss.

We are an early-stage revenue company with limited commercial operations, and our activities to date have been conducted in South America, Asia,Asia and Asia Pacific, Europe and North America. Currently, we conduct business through one operating segment. The Condensed Consolidated Financial Statements as of MarchJune 31,30, 2026 and December 31, 2025, and for the three and six months then ended June 30, 2026 and 2025 (the “Condensed Consolidated Financial Statements”) have been prepared in accordance with U.S. GAAP and the rules and regulations of the SEC.

The Condensed Consolidated Financial Statements include our accounts and those of our wholly owned subsidiaries. All intercompany accounts and transactions have been eliminated in consolidation. The Condensed Consolidated Financial Statements are presented in thousands of United States thousands of dollars (hereinafter “U.S. dollars” or “$”), unless stated otherwise.

Revenue is currently derived from our Data & Analytics and Space Systems business lines. We sell our imagery to Data & Analytics customers as a single task and recognize revenue at a point-in-time,point-in-time classified as service revenue, while we enter into arrangements with CaaS customers that provide a stand-ready commitment and recognize that service revenue over time. For our Space Systems business lines, we sell our satellites and related products directly to customers and typically recognize revenue at a point in time. Space Systems revenue is primarily product related; however, certain Space Systems’ contracts also include service-related performance obligations.

Cost of revenue includes direct costs related to ground stations, cloud and infrastructure costs and digital image processing. Additionally, the cost of revenue related to sales of our satellites primarily includes bill of materials, launch costs, personnel costs, insurance, and other costs associated with the manufacturing of the satellite. For in-orbit satellite sales, cost of revenue represents the net book value of assets reclassified from property, plant,property and equipment.

Our Secured Convertible Notes, warrant liabilities, earnout liabilities and OS investments are subject to remeasurement to fair value at each balance sheet date. Changes in the fair value of these liabilities are recorded to Change in fair value of financial instruments in the Condensed Consolidated Statements of Operations and Comprehensive Income (Loss).Loss. Since our Secured Convertible Notes are valued utilizing the fair value option, interest expense on the Secured Convertible Notes is also included.

Comparison of Results for the three months ended MarchJune 31,30, 2026 and 2025

The following table summarizes our results of operations for the three months ended MarchJune 31,30, 2026 and 2025.

During the three months ended MarchJune 31,30, 2026, revenue increased by $2.7$11.5 million, or 80%259% to $6.1$15.9 million from $3.4$4.4 million for the three months ended MarchJune 31,30, 2025, driven primarily by a $1.6$3.2 million increase in imagery ordered by new and existing Data & Analytics customers (service type) and aan $1.1$8.3 million increase in revenue generated from the Space Systems business line.line (primarily product type). Revenue for the three months ended MarchJune 31,30, 2026 included $4.6$7.1 million attributable to our Data & Analytics line of business (service type) and $1.5$8.8 million attributable to our Space Systems line of business (primarily product type) compared to $3.0$4.0 million and $0.4$0.5 million, respectively, in the prior year.

Cost of sales,revenue, exclusive of depreciation, increased $0.2$1.6 million, or 17%,137%, to $1.5$2.8 million for the three months ended MarchJune 31,30, 2026 from $1.2 million for the three months ended MarchJune 31,30, 2025. The increase was driven primarily by higher groundSpace stationSystems costs.costs driven by product revenue growth.

Engineering expenses increased $0.6$0.7 million, or 24%,32%, to $3.1 million for the three months ended MarchJune 31,30, 2026 from $2.5$2.3 million for the three months ended MarchJune 31,30, 2025. The increase was driven primarily by an increase in softwaresalaries, expenses, professional fees,wages, and employeeother compensationbenefits including stock-based compensation. Stock-based compensation increased primarily from a broadened pool of employees receivingand stock-based compensation as a result of the Company’s workforce increases in 2025.2026. The increase was also partially driven by increases in professional fees for outsourced engineers and increased office and administrative expenses, and increased travel and related expenses resulting from the Company’s workforce increases in 2026.

Selling, general and administrative expenses increased $0.1$3.3 million, or 1%,61%, to $6.5$8.6 million during the three months ended MarchJune 31,30, 2026, from $6.5$5.4 million for the three months ended MarchJune 31,30, 2025. The increase was driven primarily by an increase in salaries, wages, and other benefits as a result of the Company increasing its workforce as the Company anticipates growth in 2026,workforce, increased stock-based compensation due to a broadened pool of employees receiving stock-based compensation,compensation in 2025 and 2026, and an increase in travel and related expenses and other selling and administrative expenses.expenses Thesethat increasesincluded wereincreased partiallybanking offsetfees byrelated to letters of credit for contract guaranties. Travel increased due to the increased business and selling activities in the second quarter of 2026. Also contributing to the increase was a $0.8$0.5 million decreaseincrease in professional fees consisting mainly of legal fees incurred for the U.S. domesticationincreases in thelegal, three months ended March 31, 2025contractor and increasedconsulting stock-based compensation forfeitures.fees.

Depreciation expense decreased by $1.3$0.7 million, or 48%,38%, to $1.4$1.1 million for the three months ended MarchJune 31,30, 2026, as compared to $2.7$1.8 million for the three months ended MarchJune 31,30, 2025. The decrease was due primarily to a reduction in the number of satellites with depreciable useful lives.

Interest income, net increased $0.8$0.7 million, or 252% to $1.0 million for the three months ended MarchJune 31,30, 2026 as compared to $0.3 million for the three months ended MarchJune 31,30, 2025. The increase was due to increased cash and cash equivalents following the Company’s equity raises in the fourth quarter of 2025 and the first quarter of 2026.

The negative change in fair value of financial instruments of $90.7$19.4 million was related to net losses on our financial instruments of $113.0$19.7 million for the three months ended MarchJune 31,30, 2026, compared to net losses of $22.4$0.3 million for the three months ended MarchJune 31,30, 2025. The change was primarily driven by the remeasurement of the fair value of the Secured Convertible Notes, warrant, and earnout liabilities, which were impacted by the increases in our Class A common stock trading price during the three months ended MarchJune 31,30, 2026.2026, Thiscompared to a smaller increase in our stock price was more significant in the three months ended March 31, 2026, compared to the same period in 2025. Additionally, $12 million of the outstanding principal of our Secured Convertible Notes was converted into 10 million shares of our common stock during the three months ended June 30, 2026, resulting in losses from the remeasurement immediately prior to each conversion. The negative change was partially offset by the fair value appreciation of the Company’s equity investment in Officina Stellare, a vendor.

Other income (expense), net increased $0.3$0.7 million, or 192%,179%, to $0.2$0.3 million of income for the three months ended MarchJune 31,30, 2026, compared to $0.2$0.4 million of expense for the three months ended MarchJune 31,30, 2025. The net increase in income was driven primarily by foreign currency exchange net gains for the three months ended MarchJune 31,30, 2026 compared to foreign currency exchange net losses in the three months ended MarchJune 31,30, 2025.

Income tax expense decreasedincreased by $0.7$2.0 million, or 94%,4948%, to an expense of $1.9 million for the three months ended June 30, 2026, from a benefit of $40 thousand for the three months ended MarchJune 31, 2026, from expense of $0.7 million for the three months ended March 31,30, 2025. The decreaseincrease was driven primarily by lowergreater international tax expense related to unrecognizedunrealized tax benefits. The associated liability was fully accrued in a prior period. Also contributing to the decrease was a reserve recordedgains on aour taxequity receivable in Argentinainvestments in the threefirst six months endedof March 31, 2025 that did not recur in the current period.2026.