DEF 14A of BlackSky Technology Inc., Jul 23, 2026

DEF 14A of BlackSky Technology Inc.

Filed Jul 23, 2026 · FY20250001753539-26-000108

Open on EDGAR

  1. Do the Company’s directors and officers have an interest in any of the matters to be acted upon at the annual meeting?

    Do the Company’s directors and officers have an interest in any of the matters to be acted upon at the annual meeting? Members of our board of directors have an interest in Proposal No. 1, the election of the three director nominees to the board of directors as set forth herein, as each of the nominees is currently a member of the board of directors. Members of the board of directors and our executive officers do not have any interest in Proposal No. 2, the ratification of the appointment of our independent registered public accounting firm. Certain of our directors and executive officers are named executive officers and thus have an interest in Proposal No. 3 (the approval, on a non-binding advisory basis, of the Say-on-Pay Vote).

  2. Nominees for Director

    Nominees for Director Hon. Susan M. Gordon has served on our Board since September 2021. The Honorable Susan M. Gordon is a highly respected intelligence professional, visionary leader, and trusted strategic advisor on a broad spectrum of complex issues, including cybersecurity, emerging and disruptive technologies, artificial intelligence, and information operations. Ms. Gordon is the former principal deputy director of national intelligence, the nation’s highest-ranking career intelligence officer. In that capacity, Ms. Gordon managed the operations of the intelligence community and was a key advisor to the President and National Security Council. Prior to her role as principal deputy director of national intelligence, Ms. Gordon served as deputy director of the National Geospatial-Intelligence Agency (NGA). In this position, she provided leadership to the agency and managed the National System of Geospatial Intelligence. Prior to the NGA, she served 27 years at the Central Intelligence Agency (CIA). At the CIA, Ms. Gordon rose to senior executive positions in each of the Agency’s four directorates: operations, analysis, science and technology, and support. Over the course of her career, Ms. Gordon led the establishment of In-Q-Tel, the CIA’s venture arm, and ultimately became the Director’s senior advisor on cyber issues. Ms. Gordon is the founder and principal of GordonVentures, LLC, a technology, strategy and risk consultancy and currently serves as a consultant and advisor on technology and global risk. Among other endeavors, she is a member of the board of directors of CACI, OneWeb Technologies, Freedom Consulting, and Bridge Core Federal. Ms. Gordon also serves as a Trustee of the Mitre Corporation; she is the Vice Chairperson of the National Intelligence University Foundation, and is on the Board of Advisors of the National Security Space Association. Ms. Gordon previously served on the board of directors of Avantus Federal (2020 - 2022) and SecurityScorecard (2022 - 2025). She also serves on several technology advisory boards and consults with Microsoft Corporation. Ms. Gordon is a fellow at Duke and Harvard Universities, and she continues to support Defense Department and Intelligence Community study activities. She holds a Bachelor of Science degree in zoology (biomechanics) from Duke University. Ms. Gordon was selected to serve as a member of our Board due to her expertise and experience with an exemplary history of leadership in the intelligence community. Timothy Harvey has served on our Board since September 2021. Mr. Harvey has been the Executive Chairperson of VTS, Inc., a leasing and asset management platform, since April 2017. Prior to that, from December 2014 to April 2017, he served as President of Commercial Solutions at BAE Systems Plc (“BAE”), a leading global defense, aerospace and security company. Mr. Harvey joined BAE as a result of BAE’s December 2014 acquisition of SilverSky, a provider of security software and managed services, where he served as CEO and was responsible for the growth and sale of the business to BAE. Mr. Harvey currently serves on the boards of OpenWeb, a social engagement platform, Candescent, a provider of digital banking solutions, NoFraud, an all-in-one fraud prevention solution, Electric AI, an information technology company that helps businesses manage their IT security, Keyfactor, a provider of secure digital identity management solutions, and the Marine Corps University Foundation. Mr. Harvey graduated with a degree in Finance from the University of Florida and served four years as an officer in the United States Marine Corps. Mr. Harvey was selected to serve as a member of our Board due to his successful track record of leading market growth coupled with his extensive service on the boards of companies of similar size and scale as BlackSky. William Porteous has served on our Board since September 2021 and served on Legacy BlackSky’s board of directors from February 2015, and specifically as Chairperson of Legacy BlackSky’s board of directors from December 2018, until the closing of the merger. Mr. Porteous is a General Partner with RRE Ventures and also serves as the firm’s Chief Operating Officer. During his 25-year career as an investor, Mr. Porteous has served on the boards of more than 20 companies. In addition to serving on our Board, Mr. Porteous also currently serves as a director of Hyperspectral.AI, Nanit, Paperless Post, Pilot Fiber, Spire, Ursa Space Systems, Wave and Lovelace AI. Mr. Porteous is also Chairperson of the Dockery Farms Foundation, which he founded. From 2003 to 2018, Mr. Porteous served as an Adjunct Professor at Columbia Business School where he taught a course on venture capital. Mr. Porteous holds an M.B.A. from Harvard University, an MSc. from the London School of Economics, and a B.A. with Honors from Stanford University. Mr. Porteous was selected to serve as a member of our Board due to his experience at RRE Ventures and his extensive service on the boards of other technology companies.

  3. Continuing Directors

    Continuing Directors Brian O’Toole has served as President, Chief Executive Officer and a member of our Board since September 2021. Mr. O’Toole became Legacy BlackSky’s President in November 2018 and also assumed chief executive officer duties for BlackSky Global in January 2019 and served in both capacities through the closing of the merger. Prior to serving as Legacy BlackSky’s President, Mr. O’Toole served as its Chief Technology Officer from June 2016 to November 2018. In addition, Mr. O’Toole served as a member of Legacy BlackSky’s board of directors from January 2019 through the closing of the merger. Mr. O’Toole founded and served as the Chief Executive Officer of OpenWhere, Inc., a startup delivering global scale geospatial intelligence solutions to public and private sector customers, from July 2013 to June 2016, when Legacy BlackSky acquired OpenWhere, Inc. Prior to that, Mr. O’Toole served as the Chief Technology Officer of GeoEye Inc. from August 2008 to June 2013 where he led strategic efforts for developing and expanding technology, products, and solutions in geospatial intelligence and location-based services. Mr. O’Toole’s earlier roles include serving as the Vice President of Product Development at Overwatch Systems, founding and serving as the President of ITspatial, and serving as Technical Director and Systems Engineer at GE Aerospace for nine years. Mr. O’Toole received a B.S. in Computer Science from Clarkson University and a M.S. in Computer Engineering from Syracuse University. Mr. O’Toole was selected to serve as a member of our Board due to his experience and the operational insight he brings as our Chief Executive Officer and President and director on Legacy BlackSky’s board and due to his extensive experience building and growing companies in the geospatial intelligence industry. James Tolonen has served on our Board since September 2021. Mr. Tolonen served as the Senior Group Vice President and Chief Financial Officer of Business Objects, S.A., an enterprise software solutions provider, where he was responsible for its finance and administration commencing in January 2003 until its acquisition by SAP AG in January 2008. He remained with SAP AG until September 2008. Mr. Tolonen served as the Chief Financial Officer and Chief Operating Officer and a member of the board of directors of IGN Entertainment Inc., an Internet media and service provider, from October 1999 to December 2002. He served as President and Chief Financial Officer of Cybermedia, a PC user security and performance software provider, from April 1998 to September 1998, where he also served as a member of the board of directors from August 1996 to September 1998. Mr. Tolonen served as Chief Financial Officer of Novell, Inc., an enterprise software provider, from June 1989 to April 1998. Mr. Tolonen previously served on the boards of directors and audit committees of MobileIron, Inc. (2014-2020), Imperva, Inc., (2012-2019), Blue Coat Systems, Inc. (2008-2012), and Taleo Corporation (2010-2012). Mr. Tolonen also previously served on the board of directors of New Relic, Inc. and as the chair of the audit committee and a member of the compensation committee (2016-2022). Mr. Tolonen holds a B.S. in Mechanical Engineering and an M.B.A. from the University of Michigan. Mr. Tolonen is also a Certified Public Accountant, inactive, in the State of California. Mr. Tolonen was selected to serve as a member of our Board due to his background in accounting, his extensive experience as chief financial officer for a number of public companies, including at several software companies, as well as his involvement on numerous public company audit committees. Dr. Magid Abraham has served on our Board since September 2021. Dr. Abraham is founder and CEO of Neurawell Therapeutics, a pharmaceutical company developing mental health treatments. He was founding CEO of Comscore for 14 years, which he took public in 2007, focusing on innovation and industry leadership. He was founder and CEO of Paragren Technologies, producing CRM systems. He was president of IRI, a major international research company, which he led through sustained growth and innovation. He became a Visiting Scholar at Stanford in 2016, where he taught for three years at the Graduate School of Business. He serves on a number of commercial and institutional boards. Dr. Abraham is a world expert on consumer and market measurement and syndicated information services. He has authored seminal award winning articles. He received the Advertising Research Foundation’s “Lifetime Achievement Award.” He earned the AMA’s Parlin award and MIT’s Buck Weaver award, both in recognition for lifetime contributions and leadership in the theory and practice of Marketing Science. He was named EY Entrepreneur of the Year and inducted in the Entrepreneurship Hall of Fame and designated “Technology Pioneer” by the World Economic Forum. Dr. Abraham received a Ph.D. and an M.B.A. from MIT, and is engineer of the École Polytechnique, France. Dr. Abraham was selected to serve as a member of our Board due to his significant executive experience and expertise on market research, consumer modeling and information systems. David DiDomenico has served on our Board since September 2021 and served on the board of directors of Osprey from July 2019 until the closing of the merger. Mr. DiDomenico has been a Partner of JANA Partners, an investment advisor based in New York City, since 2010. He served as Osprey’s Chief Executive Officer and President from June 2019 until the closing of the merger. He previously served as a Co-Portfolio Manager of JANA’s hedge fund strategies. Prior to joining JANA Partners LLC in 2010, Mr. DiDomenico was a Managing Director of New Mountain Capital and the Portfolio Manager of the New Mountain Vantage Fund (2005-2010). He was previously an Associate Portfolio Manager at Neuberger Berman (2002-2005). From 1999-2002, Mr. DiDomenico was a member of the Acquisitions Team at Starwood Capital Group where he focused on corporate and real estate transactions. From 1998-1999, he was an Analyst at Tiger Management. From October 2019-June 2021, Mr. DiDomenico served on the board of directors of OPENLANE, Inc. (NYSE: KAR), a provider of car auction services in North America and the United Kingdom. He holds an MBA from the Stanford University Graduate School of Business and an AB from Harvard College. Mr. DiDomenico was selected to serve as a member of our Board due to his experience investing in and analyzing technology and technology-related companies for over 20 years, which we believe provides us with access to his extensive and unique expertise in fundamental business analysis, as well as given his broad professional relationships with technologists and investors.

  4. Considerations in Evaluating Director Nominees

    Considerations in Evaluating Director Nominees Our nominating and corporate governance committee uses a variety of methods for identifying and evaluating potential director nominees. In its evaluation of director candidates, including the current directors eligible for re-election, our nominating and corporate governance committee will consider the current size and composition of our board of directors and the needs of our Board and the respective committees of our Board and other director qualifications. While our Board has not established minimum qualifications for Board members, some of the factors that our nominating and corporate governance committee considers in assessing director nominee qualifications include, without limitation, issues of character, professional ethics and integrity, judgment, business acumen, proven achievement and competence in one’s field, the ability to exercise sound business judgment, tenure on our Board and skills that are complementary to our Board, an understanding of our business, an understanding of the responsibilities that are required of a member of our Board, and other time commitments, as well as other individual qualities and attributes that contribute to the total mix of viewpoints and experience represented on our Board. If our nominating and corporate governance committee determines that an additional or replacement director is required, then the committee may take such measures as it considers appropriate in connection with its evaluation of a director candidate, including candidate interviews, inquiry of the person or persons making the recommendation or nomination, engagement of an outside search firm to gather additional information, or reliance on the knowledge of the members of the committee, Board or management. After completing its review and evaluation of director candidates, our nominating and corporate governance committee recommends to our full board of directors the director nominees for selection. Our nominating and corporate governance committee has discretion to decide which individuals to recommend for nomination as directors and our Board has the final authority in determining the selection of director candidates for nomination to our Board.

  5. Director Compensation

    Director Compensation Each non-employee director on our Board is eligible to receive compensation for their service consisting of annual cash retainers and equity awards under our outside director compensation policy, as amended (the “Outside Director Compensation Policy”). The Outside Director Compensation Policy is designed to more closely align the interests of the non-employee directors with the interests of stockholders through equity awards and to attract and retain high quality non-employee directors by providing competitive compensation. In September 2025, Compensia Inc. (“Compensia”), a national compensation consulting firm with compensation expertise relating to technology companies, provided our compensation committee with an analysis of outside director compensation against our fiscal 2025 peer group, which is described further under “Executive Compensation - Peer Group.” The study indicated that the value of the total compensation for outside directors was near the 60th percentile for outside directors in such positions within the peer group with a higher amount paid in cash (above the 90th percentile of peers) than equity (at or below the 50th percentile of peers). However, outside directors that wished to receive higher equity amounts had the option to elect to receive their cash stipend in equity rather than cash. The study further found that because we do not provide additional compensation to the committee chairpersons, the value of the total compensation to the chairperson of the Board and the chairperson of our audit committee was below the 50th percentile. After review of the study, in December 2025, the compensation committee (excluding Mr. Porteous) recommended, and the Board (excluding Mr. Porteous and Mr. Tolonen) approved, the grant of a one-time award to Mr. Porteous of RSUs covering 1,500 shares and a one-time award to Mr. Tolonen of RSUs covering 750 shares, each to vest in full on September 11, 2026, or, if earlier, the day of the next annual meeting of the Company’s stockholders that occurs after the grant date of the award, subject to continued service (each, a “One-Time Director Equity Grant”). Upon further review and discussion, our compensation committee recommended in March 2026, and the Board approved in April 2026, the amendment and restatement of the Outside Director Compensation Policy to increase the grant date fair value of each Annual Award (as defined below) to be granted to the chairperson of the Board and the chairperson of our audit committee by $30,000 and $15,000, respectively, on a prospective basis. All compensation paid to our non-employee directors for fiscal year 2025 was pursuant to the terms of the Outside Director Compensation Policy then in effect, other than the One-Time Director Equity Grants.

  6. Director Compensation for Fiscal Year 2025

    Director Compensation for Fiscal Year 2025 The following table sets forth information regarding the total compensation awarded to, earned by or paid to our non-employee directors for their service on our Board, for the fiscal year ended December 31, 2025. Directors who are also our employees receive no additional compensation for their service as directors. During 2025, Mr. O’Toole was an employee and executive officer of the Company and, therefore, did not receive compensation as a director. See “Executive Compensation” below for additional information regarding Mr. O’Toole’s compensation. Pursuant to the Outside Director Compensation Policy, our directors could elect to receive their annual cash retainer in shares of our common stock instead of cash in 2025. The amounts reflected below under the column titled “Fees Paid or Earned in Cash” include the annual retainer as either cash or common stock in lieu of cash.

  7. Director Compensation for Fiscal Year 2025

    | Name | Fees Paid or Earned in Cash ($)(1) | Stock Awards ($)(2) | Total ($) | | William Porteous | 90,000 | 178,969 | 268,969 | | Magid Abraham | 90,000 | 149,989 | 239,989 | | David DiDomenico | 90,000 | 149,989 | 239,989 | | Susan Gordon | 90,000 | 149,989 | 239,989 | | Timothy Harvey | 90,000 | 149,989 | 239,989 | | James Tolonen | 90,000 | 164,479 | 254,479 |

  8. Director Compensation for Fiscal Year 2025

    _____________________ (1)Pursuant to the Outside Director Compensation Policy, Mr. Porteous, Dr. Abraham, Ms. Gordon, and Mr. Tolonen each elected to receive their retainer fees for 2025, valuing $90,000 in total, in shares of our common stock, instead of cash, and, as a result, were each granted 2,910 shares of common stock on March 31, 2025, 1,093 shares of common stock on June 30, 2025, 1,116 shares of common stock on September 30, 2025, and 1,200 shares of common stock on December 31, 2025, all of which were 100% vested on the date of grant. Amounts in this column include the $90,000 in retainer fees received in the form of shares of our common stock for each of Mr. Porteous, Dr. Abraham, Ms. Gordon, and Mr. Tolonen. Please see “Director Compensation” and “Cash Compensation” above for information regarding the Outside Director Compensation Policy. (2)The following table lists all outstanding stock awards held by non-employee directors as of December 31, 2025:

  9. Director Compensation for Fiscal Year 2025

    | Name | Number of Shares Underlying Outstanding Stock Awards | | William Porteous | 10,125 | | Magid Abraham | 8,625 | | David DiDomenico | 8,625 | | Susan Gordon | 8,625 | | Timothy Harvey | 8,625 | | James Tolonen | 9,375 |

  10. ELECTION OF CLASS II DIRECTORS

    ELECTION OF CLASS II DIRECTORS Our board of directors currently consists of seven directors and is divided into three classes with staggered three-year terms. At the annual meeting, three Class II directors, Susan Gordon, Timothy Harvey, and William Porteous, will be elected for a three-year term to succeed the same class whose term is then expiring. Each director’s term continues until the expiration of the term for which such director was elected and until such director’s successor is elected and qualified or until such director’s earlier death, resignation or removal.

  11. Peer Group

    Peer Group Our compensation committee reviews market data of companies that we believe are comparable to us. Compensia assisted in developing a peer group generally consisting of publicly traded software-focused technology companies headquartered in the U.S. with annual revenue and market capitalization within 0.25x and 4x that of the Company. Our compensation committee referred to compensation data from this peer group and broader survey data (for similarly-sized companies) when making fiscal 2025 base salary, cash bonus and equity award decisions for our executive officers. The following is a list of the public companies that comprised our fiscal 2025 peer group:

  12. Peer Group

    | A10 Networks | EverQuote | TrueCar | | BigBear.ai Holdings | Expensify | Turtle Beach | | Commerce.com | LivePerson | Upland Software | | CS Disco | ON24 | Xperi | | Domo | PROS Holdings | Yext | | eGain | Redwire | |

  13. Peer Group

    For fiscal 2025, the peer group was updated to exclude Brightcove, Everbridge, Model N, Quotient Technology, Sumo Logic, and Zuora due to mergers and acquisition activity. BigBear.ai, CS Disco, eGain, Expensify, ON24, and Redwire were added as their businesses focus on software or similar technologies and because of their fit with the other parameters identified for the peer group as described above.

  14. Summary Compensation Table

    Summary Compensation Table The following table shows the compensation earned by our named executive officers for the fiscal years ended December 31, 2025, and December 31, 2024.

  15. Summary Compensation Table

    | Name and Principal Position | Year | Salary ($) | Stock Awards ($)(1) | Option Awards ($)(1) | Non-Equity Incentive Plan Compensation ($)(2) | All Other Compensation ($)(3) | Total ($) | | Brian O’Toole President and Chief Executive Officer | 2025 | 510,000 | 5,897,999 | 947,738 | 408,000 | 570 | 7,764,307 | | | 2024 | 498,750 | 1,575,645 | — | 461,344 | 3,564 | 2,539,303 | | Henry Dubois Chief Financial Officer | 2025 | 425,000 | 874,995 | 852,279 | 340,000 | 11,070 | 2,503,344 | | | 2024 | 418,750 | 1,416,948 | — | 387,344 | 13,914 | 2,236,956 | | Christiana Lin General Counsel and Chief Administrative Officer | 2025 | 400,000 | 749,993 | 730,522 | 196,800 | 11,070 | 2,088,385 | | | 2024 | 393,750 | 1,214,520 | — | 213,263 | 12,972 | 1,834,505 |

  16. Summary Compensation Table

    _____________________ (1)Amounts represent the aggregate grant date fair value of the awards granted to each named executive officer, computed in accordance with the Financial Accounting Standards Board’s Accounting Standards Codification Topic 718. The actual value that a named executive officer will realize on each award will depend on the price per share of our common stock at the time shares underlying the awards are sold. Accordingly, these amounts do not necessarily correspond with the actual value recognized or that may be recognized by our named executive officers. The valuation assumptions used in determining such amounts for 2025 are described in the Notes to the Consolidated Financial Statements included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2025. (2)For the year ended December 31, 2025, the amounts reported represent the amounts paid under our Executive Incentive Compensation Plan in 2026. See “2025 Executive Bonus Program” below. (3)For Mr. O’Toole, (i) the 2025 amount reflects $570 in life insurance premiums and (ii) the 2024 amount reflects $3,564 in life insurance premiums. For Mr. Dubois, (i) the 2025 amount reflects $10,500 in employer 401(k) plan contributions and $570 in life insurance premiums and (ii) the 2024 amount reflects $10,350 in employer 401(k) plan contributions and $3,564 in life insurance premiums. For Ms. Lin, (i) the 2025 amount reflects $10,500 in employer 401(k) plan contributions and $570 in life insurance premiums and (ii) the 2024 amount reflects $300 in mobile phone allowances, $10,350 in employer 401(k) plan contributions, and $2,322 in life insurance premiums.

  17. Outstanding Equity Awards at 2025 Fiscal Year-End

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

  18. Outstanding Equity Awards at 2025 Fiscal Year-End

    | | | Option Awards(1) | | | | Stock Awards(1) | | | Name | Grant date | Number of Securities Underlying Unexercised Options Exercisable (#) | Number of Securities Underlying Unexercised Options Unexercisable (#) | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested ($)(2) | | Brian O’Toole | 9/15/2025 | - | - | - | - | 250,000(3) | 4,687,500 | | | 3/10/2025 | - | 210,834(4) | 9.23 | 3/10/2035 | - | - | | | 3/10/2025 | - | - | - | - | 105,417(5) | 1,976,569 | | | 9/10/2024 | - | - | - | - | 150,662(6) | 2,824,913 | | | 9/10/2023 | 84,375 | 28,125(7) | 10.16 | 9/10/2033 | - | - | | | 9/10/2023 | - | - | - | - | 83,797(8) | 1,571,194 | | | 9/10/2022 | 88,526 | 20,427(9) | 17.20 | 9/10/2032 | - | - | | | 9/10/2022 | - | - | - | - | 10,213(10) | 191,494 | | Henry Dubois | 3/10/2025 | - | 189,598(4) | 9.23 | 3/10/2035 | - | - | | | 3/10/2025 | - | - | - | - | 94,799(5) | 1,777,481 | | | 9/10/2024 | - | - | - | - | 135,487(6) | 2,540,381 | | | 9/10/2023 | 42,191 | 14,059(7) | 10.16 | 9/10/2033 | - | - | | | 9/10/2023 | - | - | - | - | 75,355(8) | 1,412,906 | | | 9/10/2022 | 82,673 | 19,071(9) | 17.20 | 9/10/2032 | - | - | | | 9/10/2022 | - | - | - | - | 9,536(10) | 178,800 | | | 6/10/2022 | 32,182 | 4,596(11) | 16.80 | 6/10/2032 | - | - | | | 6/10/2022 | - | - | - | - | 3,431(12) | 64,331 | | Christiana Lin | 3/10/2025 | - | 162,512(4) | 9.23 | 3/10/2035 | - | - | | | 3/10/2025 | - | - | - | - | 81,256(5) | 1,523,550 | | | 9/10/2024 | - | - | - | - | 116,132(6) | 2,177,475 | | | 9/10/2023 | 37,501 | 12,499(7) | 10.16 | 9/10/2033 | - | - | | | 9/10/2023 | - | - | - | - | 64,589(8) | 1,211,044 | | | 9/10/2022 | 70,859 | 16,350(9) | 17.20 | 9/10/2032 | - | - | | | 9/10/2022 | - | - | - | - | 8,175(10) | 153,281 |

  19. Outstanding Equity Awards at 2025 Fiscal Year-End

    _____________________ (1)Stock options and RSU awards are subject to accelerated vesting upon a named executive officer’s involuntary termination within the change in control period, as provided by the Executive Severance Plan. See “Executive Change in Control and Severance Plan” above. (2)The market value is based on the closing price of our common stock on December 31, 2025, of $18.75 per share. (3)One third (1/3rd) of the RSUs are scheduled to vest on September 10, 2026, and thereafter, one twelfth (1/12th) of the total number of RSUs are scheduled to vest quarterly on the 10th day of the third month of each quarter (March 10, June 10, September 10, December 10), subject to the named executive officer continuing to be a service provider through the applicable vesting date. (4)One third (1/3rd) of the award vested on March 10, 2026, and thereafter, one thirty-sixth (1/36th) of the award vested or is scheduled to vest monthly on the 10th day of each month, subject to the named executive officer continuing to be a service provider through the applicable vesting date. (5)One fourth (1/4th) of the RSUs vested on March 10, 2026, and thereafter, one sixteenth (1/16th) of the total number of RSUs are scheduled to vest quarterly on the 10th day of the third month of each quarter (March 10, June 10, September 10, December 10), subject to the named executive officer continuing to be a service provider through the applicable vesting date. (6)One fourth (1/4th) of the RSUs vested on September 10, 2025, and thereafter, one sixteenth (1/16th) of the total number of RSUs vested or are scheduled to vest quarterly on the 10th day of the third month of each quarter (March 10, June 10, September 10, December 10), subject to the named executive officer continuing to be a service provider through the applicable vesting date. (7)One third (1/3rd) of the award vested on September 10, 2024, and thereafter, one thirty-sixth (1/36th) of the award vested or is scheduled to vest monthly on the 10th day of each month, subject to the named executive officer continuing to be a service provider through the applicable vesting date. (8)One fourth (1/4th) of the RSUs vested on September 10, 2024, and thereafter, one sixteenth (1/16th) of the total number of RSUs vested or are scheduled to vest quarterly on the 10th day of the third month of each quarter (March 10, June 10, September 10, December 10), subject to the named executive officer continuing to be a service provider through the applicable vesting date. (9)One fourth (1/4th) of the award vested on September 10, 2023, and thereafter, one forty-eighth (1/48th) of the award vested or is scheduled to vest monthly on the 10th day of each month, subject to the named executive officer continuing to be a service provider through the applicable vesting date. (10)One fourth (1/4th) of the RSUs vested on September 10, 2023, and thereafter, one sixteenth (1/16th) of the total number of RSUs vested or are scheduled to vest quarterly on the 10th day of the third month of each quarter (March 10, June 10, September 10, December 10), subject to the named executive officer continuing to be a service provider through the applicable vesting date. (11)One fourth (1/4th) of the award vested on June 10, 2023, and thereafter, one forty-eighth (1/48th) of the award vested or is scheduled to vest monthly on the 10th day of each month, subject to the named executive officer continuing to be a service provider through the applicable vesting date. (12)One fourth (1/4th) of the RSUs vested on June 10, 2023, and thereafter, one sixteenth (1/16th) of the total number of RSUs vested or are scheduled to vest quarterly on the 10th day of the third month of each quarter (March 10, June 10, September 10, December 10), subject to the named executive officer continuing to be a service provider through the applicable vesting date.

  20. PAY VERSUS PERFORMANCE

    PAY VERSUS PERFORMANCE As required by Item 402(v) of Regulation S-K, we are providing the following information about the executive Compensation Actually Paid to our principal executive officer (our “PEO”) and our other named executive officers (our “Non-PEO NEOs”) and Company performance for the fiscal years listed below. In determining the “Compensation Actually Paid” to our named executive officers, we are required to make various adjustments to amounts that have been previously reported in the Summary Compensation Table in each such previous year, as the valuation methods for this disclosure under Item 402(v) differ from those required in reporting the compensation information in the Summary Compensation Table. For our Non-PEO NEOs, compensation is reported as an average for a given fiscal year.

  21. PAY VERSUS PERFORMANCE

    | Year | Summary Compensation Table Total for PEO (1) | Compensation Actually Paid to PEO (1)(2)(3) | Average Summary Compensation Table Total for Non-PEO NEOs (1) | Average Compensation Actually Paid to Non-PEO NEOs (1)(2)(3) | Value of Initial Fixed $100 Investment Based on Total Shareholder Return (4) | Net Income/ Loss (in thousands) (5) | | 2025 | $7,764,307 | $13,314,917 | $2,295,865 | $7,069,675 | $152.19 | ($70,260) | | 2024 | $2,539,303 | $2,847,971 | $2,035,731 | $2,314,907 | $87.58 | ($57,218) | | 2023 | $3,447,572 | $3,381,189 | $2,592,788 | $2,515,296 | $90.91 | ($53,859) |

  22. PAY VERSUS PERFORMANCE

    (1)The PEO and Non-PEO NEOs for the applicable years were as follows: Brian O’Toole was PEO for each year presented and Henry Dubois and Christiana Lin were the individuals comprising our Non-PEO NEOs for each year presented. (2)The amounts shown for Compensation Actually Paid have been calculated in accordance with Item 402(v) of Regulation S-K and do not reflect compensation actually earned, realized, or received by the Company’s named executive officers. These amounts reflect the Summary Compensation Table Total with certain adjustments as described in footnote 3 below. (3)Compensation Actually Paid reflects the exclusions and inclusions of certain amounts for the PEO and the Non-PEO NEOs as set forth in the following tables under this footnote (3). The Company does not sponsor any pension arrangements for any of its named executive officers for the years presented and therefore, no adjustments relating to any pension arrangements have been made. Fair value or change in fair value, as applicable, of equity awards in the tables below in this footnote (3) was determined (i) for stock option awards using a Black-Scholes model with assumptions developed using methodologies generally consistent with those used to estimate the fair value of options on their grant date, and (ii) for restricted stock unit awards, by referencing the closing price of our common stock on the applicable year-end dates or in the case of vesting that has occurred during a given fiscal year, the closing price of our common stock as of the applicable vesting date. For 2025, the CAP for our PEO includes a one-time stock award granted in September 2025 to our PEO to address his historical below-market compensation (notwithstanding positive Company performance), to bring his compensation to a level considered more competitive with our peer group companies, and to provide our PEO with long-term equity incentives to promote retention. The impact of such award for the PEO is reduced as our stock price at grant was generally close to our stock price at year-end. For 2025, the CAP amounts for RSUs awarded to our Non-PEO NEOs in 2025 reflect an increase in stock price from the date of grant in March 2025 through the end of 2025.

  23. PAY VERSUS PERFORMANCE

    | PEO | | | | | Fiscal Year: | 2023 | 2024 | 2025 | | Summary Compensation Table Total | $3,447,572 | $2,539,303 | $7,764,307 | | - Value of Option Awards and Stock Awards Reported in Summary Compensation Table | ($2,468,618) | ($1,575,645) | ($6,845,737) | | + Fair Value at Fiscal Year-End of Outstanding and Unvested Awards Granted in Fiscal Year | $2,731,746 | $2,364,564 | $9,331,181 | | + Change in Fair Value of Outstanding and Unvested Awards Granted in Prior Fiscal Years | ($173,290) | ($104,119) | $2,240,775 | | + Fair Value as of Vesting Date of Awards Granted in Fiscal Year That Vested During Fiscal Year | $0 | $0 | $0 | | + Change in Fair Value as of Vesting Date of Awards Granted in Prior Fiscal Years For Which Applicable Vesting Conditions Were Satisfied During Fiscal Year | ($156,221) | ($376,132) | $824,391 | | - Fair Value as of Prior Fiscal Year-End of Awards Granted in Prior Fiscal Years That Failed to Meet Applicable Vesting Conditions During Fiscal Year | $0 | $0 | $0 | | Compensation Actually Paid | $3,381,189 | $2,847,971 | $13,314,917 |

  24. PAY VERSUS PERFORMANCE

    | Non-PEO NEOs | | | | | Fiscal Year: | 2023 | 2024 | 2025 | | Summary Compensation Table Total | $2,592,788 | $2,035,731 | $2,295,865 | | - Value of Option Awards and Stock Awards Reported in Summary Compensation Table | ($1,871,792) | ($1,315,734) | ($1,603,895) |

  25. PAY VERSUS PERFORMANCE

    | + Fair Value at Fiscal Year-End of Outstanding and Unvested Awards Granted in Fiscal Year | $2,068,317 | $1,974,516 | $3,877,663 | | + Change in Fair Value of Outstanding and Unvested Awards Granted in Prior Fiscal Years | ($181,433) | ($86,727) | $1,831,605 | | + Fair Value as of Vesting Date of Awards Granted in Fiscal Year That Vested During Fiscal Year | $0 | $0 | $0 | | + Change in Fair Value as of Vesting Date of Awards Granted in Prior Fiscal Years For Which Applicable Vesting Conditions Were Satisfied During Fiscal Year | ($92,584) | ($292,868) | $668,437 | | - Fair Value as of Prior Fiscal Year-End of Awards Granted in Prior Fiscal Years That Failed to Meet Applicable Vesting Conditions During Fiscal Year | $0 | ($11) | $0 | | Compensation Actually Paid | $2,515,296 | $2,314,907 | $7,069,675 |

  26. PAY VERSUS PERFORMANCE

    Fair value or change in fair value, as applicable, of equity awards in the tables above in this footnote (3) were determined (i) for stock option awards using a Black-Scholes model with assumptions developed using methodologies generally consistent with those used to estimate the fair value of options on their grant date, and (ii) for restricted stock unit awards, by referencing the closing price of our common stock on the applicable year-end dates or in the case of vesting that has occurred during a given fiscal year, the closing price of our common stock as of the applicable vesting date. (4) Assumes $100 was invested in the Company for the period starting December 30, 2022, which is the last trading day before the earliest fiscal year shown in the table above, through the end of the listed year. Historical stock performance is not necessarily indicative of future stock performance. (5) The dollar amounts reported represent the amount of the net income/loss reflected in our audited financial statements of the applicable fiscal year.

  27. Relationship Between PEO and Non-PEO NEOs Compensation Actually Paid and Company Total Shareholder Return

    Relationship Between PEO and Non-PEO NEOs Compensation Actually Paid and Company Total Shareholder Return The following graph sets forth the relationship between Compensation Actually Paid (or “CAP”) to our PEO, the average CAP to our Non-PEO NEOs, and the Company’s cumulative Total Shareholder Return over our three most recently completed fiscal years. The Total Shareholder Return in the graph below reflects the cumulative return of $100 as if invested in the Company as of market close on December 30, 2022. The graph illustrates the strong correlation between TSR growth and CAP for our PEO and Non-PEOs. For 2025, the CAP for our PEO includes a one-time stock award granted in September 2025 to our PEO to address his historical below-market compensation (notwithstanding positive Company performance), to bring his compensation to a level considered more competitive with our peer group companies, and to provide our PEO with long-term equity incentives to promote retention. The impact of such award for the PEO is reduced as our stock price at grant was generally close to our stock price at year-end. As discussed above, for 2025, the CAP amounts for RSUs awarded to our Non-PEO NEOs in 2025 reflect an increase in stock price from the date of grant in March 2025 through the end of 2025.

  28. Relationship Between PEO and Non-PEO NEO Compensation Actually Paid and Net Income

    Relationship Between PEO and Non-PEO NEO Compensation Actually Paid and Net Income The following graph sets forth the relationship between CAP to our PEO, the average CAP to our Non-PEO NEOs, and our net income (loss) reflected in our audited financial statements for our three most recently completed fiscal years. In November 2024, the Company acquired the remaining 50% of the common units of LeoStella (now known as BlackSky Satellite Systems), a vertically-integrated small satellite design and manufacturer based in Tukwila, Washington. This acquisition allowed the Company to improve its control over the Gen-3 supply chain and production operations. As a result of this acquisition, in fiscal year 2025, net loss was approximately $13,000,000 greater than in fiscal year 2024. In spite of this impact to net loss, we believe that full ownership and control over the satellite manufacturing part of its business is of strategic value for the Company. The difference between CAP for our PEO and net income (loss) for 2025 further reflects a one-time stock award granted in September 2025 to our PEO to address his historical below-market compensation (notwithstanding positive Company performance), to bring his compensation to a level considered more competitive with our peer group companies, and to provide our PEO with long-term equity incentives to promote retention. The impact of such award for the PEO is reduced as our stock price at grant was generally close to our stock price at year-end. As discussed above, for 2025, the CAP amounts for RSUs awarded to our Non-PEO NEOs in 2025 reflect an increase in stock price from the date of grant in March 2025 through the end of 2025.