What changed in this filing

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Item 1A. Risk Factors

2026-03-17 compared with 2025-03-20 · 219 added, 151 removed, 874 unchanged (30% of the section changed)

17 unchanged sentences

• Our business involves significant risks and uncertainties that may not be covered by insurance.

For example, if one or more of our satellite launches result in catastrophic failure or one or more of our in-orbit

satellites or payloads fail, and we have not obtained insurance coverage, we could be required to record significant impairment charges for the satellite or payload.

For example, if one or more of our satellite launches result in catastrophic failure or one or more of our in-orbit satellites or payloads fail, and we have not obtained insurance coverage, we could be required to record significant impairment charges for the satellite or payload.

• If our satellites fail to operate as intended, it could have a material adverse effect on our business, financial condition and results of operations.

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Although our revenue increased in 2024 and 2025, there can be no assurances that revenue will continue to grow or do so at current rates, and you should not rely on the revenue of any prior quarterly or annual period as an indication of our future performance.

Our revenue growth rate may decline in future periods.

Many factors may contribute to declines in our revenue growth rate, including increased competition, slowing demand for our products and services from existing and new customers, increased regulatory burdens domestically or abroad, a failure by us to continue capitalizing on growth opportunities, terminations of existing contracts by our customers, and the maturation of our business, among others.

Our revenue growth rate has declined in the past and may decline in future periods.

If our revenue growth rate declines, our business, financial condition, and results of operations could be adversely affected.

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Accordingly, the results of any one quarter or measuring period should not be relied upon as an indication of future performance.

Our quarterly results, financial position, and operations are likely to

fluctuate as a result of a variety of factors, many of which are outside of our control, and as a result, may not fully reflect the underlying performance of our business.

Our quarterly results, financial position, and operations are likely to fluctuate as a result of a variety of factors, many of which are outside of our control, and as a result, may not fully reflect the underlying performance of our business.

We have presented many of the factors that may cause our results of operations to fluctuate in this “Risk Factors” section.

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• the image capacity that is able to be supported by our satellite constellation;

• the cost of raw materials or supplied components for the manufacture and operation of our satellites;

• the cost or availability of raw materials or supplied components for the manufacture, operation, or potential sale of our satellites;

• satellite or geospatial data and analytics platform failures that reduce the planned network size below projected levels, which result in contract delays or cancellations;

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The individual or cumulative effects of factors discussed above could result in large fluctuations and unpredictability in our quarterly and annual operating results.

As a result, comparing our operating results on a

period-to-period basis may not be meaningful.

As a result, comparing our operating results on a period-to-period basis may not be meaningful.

These factors make it difficult for us to accurately predict financial metrics for any particular period.

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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 fiscal years 2024 and 2023, we had three customers that each accounted for more than 10% of our total revenue and in the aggregate, accounted for 88% and 88% of our total revenue, respectively.

Customers in the defense market generally purchase our services 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.

In fiscal years 2025 and 2024, we had four and three customers respectively, that each accounted for more than 10% of our total revenue.

In the aggregate, these customers accounted for 89% and 88% of our total revenue, respectively.

Customers in the defense market generally purchase our services in connection with government programs that have a limited duration and are subject to government funding delays or shutdowns, leading to fluctuating sales to any particular customer in this market from year to year.

If we lose one or more of our large customers, or if we experience a significant reduction in business from one or more large customers, there is no assurance that we would be able to replace those customers to generate comparable revenue over a short time period, which could harm our operating results and profitability.

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We may not be effective in executing this or any other aspect of our growth strategy.

Our contract terms with our customers and resellers vary in length and may require the customer or reseller to opt-in to extend the term.

Our customers and resellers have no obligation to renew, upgrade, or expand their contracts with us after the terms of their existing contracts have expired.

In addition, many of our customer and reseller contracts permit the customer or reseller to terminate their contracts with us with notice periods of varying lengths, and our contracts with U.S.

Our contract terms with our customers vary in length and may require the customer to opt-in to extend the term.

Our customers have no obligation to renew, upgrade, or expand their contracts with us after the terms of their existing contracts have expired.

In addition, many of our customer contracts permit the customer to terminate their contracts with us with notice periods of varying lengths, and our contracts with U.S.

government customers may be terminated for convenience.

If one or more of our customers or resellers terminate their contracts with us, whether for convenience, for default in the event of a breach by us, or for other reasons specified in our contracts, as applicable;

if our customers or resellers elect not to renew their contracts with us;

if our customers or resellers renew their contractual arrangements with us for shorter contract lengths;

or if our customers or resellers otherwise seek to renegotiate terms of their existing contracts on terms less favorable to us, our business, financial condition, and results of operations could be adversely affected.

If one or more of our customers terminate their contracts with us, whether for convenience, for default in the event of a breach by us, or for other reasons specified in our contracts, as applicable;

if our customers elect not to renew their contracts with us;

if our customers renew their contractual arrangements with us for shorter contract lengths;

or if our customers otherwise seek to renegotiate terms of their existing contracts on terms less favorable to us, our business, financial condition, and results of operations could be adversely affected.

Our ability to renew or expand our customer relationships may be adversely affected as a result of a number of factors, including our customers’ dissatisfaction with our geospatial data and analytics platform and/or our products and services, the frequency and severity of errors or disruptions in our platform and/or our products and services, our pricing, the effects of general economic conditions, competitive offerings or alternatives, reductions in our customers’ spending levels, or the impact of regulatory restrictions.

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Our future success also depends on the successful execution of our strategy to increase our sales to existing customers, identify and engage new customers, and enter new U.S.

markets, which strategy will depend, among other things, on our ability to successfully build and expand our sales organization and operations.

This strategy will depend, among other things, on our ability to successfully build and expand our sales organization and operations.

Identifying, recruiting, training, and managing sales personnel requires significant time, expense, and attention, including from our senior management and other key personnel, which could adversely impact our business, financial condition, and results of operations in the short and long term.

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In addition, any significant change to the way we structure the compensation of our sales organization may be disruptive and may affect our revenue growth.

If we are unable to attract, hire, develop, retain, and motivate qualified sales personnel, if our new sales personnel are unable to achieve sufficient sales productivity levels in a reasonable period of time or at all, if our marketing programs are not effective or if we are unable to effectively build, expand, retain, and manage our sales organization and operations, our sales and revenue may grow more slowly than expected or materially decline, and our business may be significantly harmed.

If we are unable to attract, hire, develop, retain, and motivate qualified sales personnel, or if our new sales personnel are unable to achieve sufficient sales productivity levels in a reasonable period of time or at all, our sales may grow more slowly than expected or materially decline.

Additionally, if our marketing programs are not effective or if we are unable to effectively build, expand, retain, and manage our sales organization and operations, our sales and revenue may grow more slowly than expected or materially decline, and our business may be significantly harmed.

We may not be able to convert our orders in backlog into revenue.

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Cancellation of or adjustments to contracts may occur.

Additionally,

Additionally, all U.S.

government contracts included in backlog may be terminated at the convenience of the U.S.

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As a result, our backlog as of any particular date may not be an accurate indicator of our future earnings.

Furthermore, the presentation of our financial results requires us to make estimates and assumptions that may affect revenue recognition.

Furthermore, the presentation of our financial results requires us to make estimates and assumptions that may affect revenue recognition, which estimates and assumptions can be particularly challenging in new areas, such as our nascent Mission Solutions offering.

In some instances, we could reasonably use different estimates and assumptions, and changes in estimates are likely to occur from period to period.

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government, including defense contractors.

Our competitors or potential competitors could, in the future, offer satellite-based imagery or other products and services with more attractive features than those of our products and services.

Our competitors or potential competitors could, in the future, offer satellite-based imagery or other products and services, such as mission solutions, with more attractive features than those of our products and services.

The emergence of new remote imaging technologies or the continued growth of low-cost imaging satellites could negatively affect our sales efforts.

If competitors develop and launch satellites or other imagery-content sources with more advanced or sophisticated capabilities and technologies than ours, or offer products and services at lower prices than ours, our business and results of operations could be harmed.

If competitors develop and launch or sell satellites or other imagery-content sources with more advanced or sophisticated capabilities and technologies than ours, or offer products and services at lower prices than ours, our business and results of operations could be harmed.

Due to competitive pricing pressures, such as new product introductions by us or our competitors, the selling price of our products and services may further decrease.

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government and foreign governments may develop, construct, launch, and operate their own imagery satellites with capabilities comparable or similar to ours, which could reduce their need to rely on us and other commercial suppliers.

In addition, such governments could sell or provide free of charge Earth imagery from their satellites and thereby compete with our products and services.

In addition, such governments could rely on, sell, or provide Earth imagery free of charge from their satellites and thereby compete with our products and services.

In addition, some of our foreign competitors currently benefit from, and others may benefit in the future from, subsidies and other protective measures by their home countries where governments are providing financial support, including significant investments in the development of new technologies.

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If we are unable to compete successfully, or if competing successfully requires us to take costly actions in response to the actions of our competitors, our business, financial condition, and results of operations could be adversely affected.

In addition, companies competing with us may have a different pricing or distribution model.

Increased competition could result

in fewer customer orders, price reductions, reduced margins, and loss of market share, any of which could harm our business and results of operations.

companies competing with us may have a different pricing or distribution model.

Increased competition could result in fewer customer orders, price reductions, reduced margins, and loss of market share, any of which could harm our business and results of operations.

We have incurred significant losses each year since our inception, we expect our operating expenses to increase, and we cannot give assurances of our future profitability, if any.

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• threats from state-sponsored and otherwise sophisticated actors, terrorist acts, or other acts of aggression.

Our customers and partners (including our supply chain, software and data providers, joint ventures and service providers) face similar threats.

Our customers and partners (including our supply chain, software and data providers, and service providers) face similar threats.

With regard to cyber incidents in particular, the secure maintenance of information and technology is critical to our business operations and we, like our customers and partners, are subject to growing requirements for investments in cybersecurity and physical security.

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We utilize current security technologies, and our defenses are monitored and routinely tested internally.

However, cybersecurity threats can come from a variety of sources, such as an individual hacker, state-sponsored attackers, or malfeasance or even unintentional errors by employees, consultants or other service providers.

However, cybersecurity threats can come from a variety of sources, such as an individual hacker, state-sponsored attackers, or malfeasance or unintentional errors by employees, consultants, or other service providers, and even technical errors or vulnerabilities.

Cyber threats may be generic, or they may be custom-crafted against our information systems.

Over the past several years, cyber-attacks have become more prevalent and much harder to detect and defend against.

Over the past several years, cyber-attacks have become more prevalent and much harder to detect and defend against, and an increased level of sophistication and expertise of hackers (including through the malicious use of artificial intelligence technology) may increase the risks of cybersecurity incidents.

Our network and storage applications and other systems used in our business and operations may be vulnerable to cyber-attack, malicious intrusion, ransomware or other malicious software, malfeasance, loss of data privacy, or other significant disruption and may be subject to unauthorized access by various parties, including hackers, employees, consultants, or other service providers.

In addition, hardware, software, or applications we develop or procure from third parties may contain defects in design or manufacture or other problems that could unexpectedly compromise information security.

Unauthorized parties may also attempt to gain access to our systems or facilities through fraud, trickery or other forms of deceiving our employees, contractors and temporary staff.

For example, we or our partners may use artificial intelligence technology which causes increased risks of unauthorized or unintended disclosure of our confidential information, or which makes it easier for malicious actors to exfiltrate such information.

Unauthorized parties may also attempt to gain access to our systems or facilities through fraud, trickery, social engineering, or other forms of deceiving our employees, contractors, and temporary staff.

Further, because our teams are distributed and our employees often work remotely, the cybersecurity risks we face may be heightened by an increased attack surface across our business and those of our service providers and other third parties we work with.

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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 products and services that include the development, integration, and operations of satellite and ground systems, our revenue and margins could decline, our reputation and brand could be damaged, we could be exposed to legal or contractual liability, our expenses could increase, our ability to manage our operations could be interrupted, and our processes for managing our sales and servicing our customers could be impaired 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 adversely affect our business.

If any of these third-party services experience errors, disruptions, security issues, or other performance deficiencies;

become incompatible due to updates;

fail or become unavailable due to extended outages, interruptions, defects, or 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 products and services that include the development, integration, and operations of satellite and ground systems.

Consequently, our revenue and margins could decline, our reputation and brand could be damaged, we could be exposed to legal or contractual liability, our expenses could increase, our ability to manage our operations could be interrupted, and our processes for managing our sales and servicing our customers could be impaired 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 adversely affect our business.

Many of these third-party providers attempt to impose limitations on their liability for such errors, disruptions, defects, performance deficiencies, or failures, and if enforceable, we may have additional liability to our customers or third-party providers.

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Failure to respond in a timely and cost-effective way to these technological developments would result in serious harm to our business and operating results.

We have derived, and we expect to continue to derive, a substantial portion of our revenue from providing products and services that are based upon today’s leading technologies and that are capable of adapting to future technologies.

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.

We believe that, in order to remain competitive in the future, we will need to continue to invest significant financial resources to develop new offerings and technologies or to adapt or modify our existing offerings and technologies, including through internal research and development, acquisitions and joint ventures, or other teaming arrangements.

For example, we expect to continue to invest in AI and ML to develop and enhance our offerings and technologies.

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 offerings and technologies or identification of and expansion into new markets.

Due to the design complexity of our products, we may, in the future, experience delays in completing the development and introduction of new products.

There are significant risks involved in deploying AI, and there can be no assurance that using AI in our products will be beneficial to our business.

Also, due to the design complexity

of our products, we may, in the future, experience delays in completing the development and introduction of new products.

Any delays could result in increased costs of development or deflect resources from other projects.

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Market acceptance of our commercial high-resolution imagery and related products and services depends on a number of factors, including their quality, scope, timeliness, sophistication, and price and the availability of substitute products and services.

There is no assurance that our investments in product development and enhancements, including through our use of AI, will be compelling to our customers, gain market acceptance, or have a material positive impact on our business, financial condition, or results of operations.

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.

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Existing coverage may be canceled while we remain exposed to certain risks, and it is not possible to obtain insurance to protect against all operational risks, natural hazards, and liabilities.

While we maintain insurance to cover certain risks and liabilities related to our business, we have not historically obtained and may not maintain launch or in-orbit insurance coverage for our satellites to address the risk of potential systemic anomalies, failures, collisions with our satellites or other satellites or debris, casualty associated with impacts from satellite reentry, or catastrophic events affecting the existing satellite system.

While we currently maintain insurance to cover certain risks and liabilities related to our business, we may not elect to or be able to maintain launch or in-orbit insurance coverage for our satellites to address the risk of potential systemic anomalies, failures, collisions with our satellites or other satellites or debris, casualty associated with impacts from satellite reentry, or catastrophic events affecting the existing satellite system.

If one or more of our in-orbit uninsured satellites or payloads fail, one or more of our uninsured satellites is destroyed during failed launch, or if we have not obtained sufficient insurance for a particular event, we could be required to record significant impairment charges for the satellite or payload.

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AI algorithms may be flawed.

Datasets may be insufficient, of poor quality, or contain biased information.

Inappropriate or controversial data practices by engineers and end-users of our systems could impair the acceptance of AI solutions and the use of our products.

Datasets used to train AI models may be insufficient, of poor quality, or contain biased information.

AI-generated outputs may include inaccurate, incomplete, inappropriate, biased, or otherwise harmful content.

If our AI-integrated products produce harmful content or fail to perform in an accurate, safe, or ethical manner, or if our customers misuse AI-integrated products, whether by incorporating them into high-risk or controversial applications or otherwise, we could face reputational harm and customer dissatisfaction.

AI has also been and may continue to be leveraged by third parties to generate malicious code, conduct cyberattacks, create disinformation, and engage in fraud.

If third parties leverage AI for such activities targeting us or our customers, we could face significant harm.

Inappropriate or controversial data practices by engineers and end-users of our systems, or perceived or actual cybersecurity risks associated with AI, could impair the acceptance of AI solutions and the use of our products.

If the recommendations, forecasts, or analyses that AI applications assist in producing are deficient or inaccurate, we could be subjected to competitive harm, potential legal liability, and brand or reputational harm, and our business could be negatively affected.

Some scenarios involving the use of or reliance on AI also present ethical issues.

There is significant uncertainty and disagreement about ethical norms and standards for AI systems, which may expose us to criticism from stakeholders, customers, employees, or the public.

We may face criticism relating to our development and deployment of AI, or our use of AI for government or commercial purposes.

Additionally, AI technologies are subject to evolving laws, regulations, guidance, and industry standards, which may expose us to legal liability or regulatory risk, including with respect to third-party intellectual property, privacy, publicity, contractual, or other rights.

In the United States, there is no comprehensive federal AI law, but numerous state-level regulations and executive actions create a fragmented compliance environment.

We must monitor and comply with an increasing body of AI-specific guidance from U.S.

federal agencies, including the Federal Trade Commission, National Institute of Standards and Technology (NIST), and others.

The cost of compliance, and the risk of inadvertent non-compliance, could adversely impact our operations.

Further, changes in the law could require us to change the way we use AI in product development, which could result in reduced product functionality or increased costs.

In addition, our customers face their own regulatory compliance obligations, and if our platforms are perceived as creating compliance risks for them, demand for our products could be adversely affected.

Though our technologies and business practices are designed to mitigate many of these risks, our enablement, integration, or other use of AI may expose us to claims, demands, and proceedings and subject us to competitive harm, legal liability, and brand or reputational harm, and our business could be negatively affected.

The use of AI also requires computing resources at significant scale.

If demand for AI-integrated products grows significantly, or if we are unable to manage the costs of AI compute efficiently, this could adversely affect our business, financial condition, and results of operations.

Our products and services are complex and could have unknown defects or errors, which may increase our costs, harm our reputation with customers, give rise to costly litigation, or divert our or our customers’ resources from other purposes.

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There can be no assurance that we will be successful in developing and marketing, on a timely basis, new products or product enhancements, or that the new products will adequately address the changing needs of the marketplace, or that we will successfully manage the transition from existing products.

Despite testing, our BlackSky Spectra platform and products may contain defects and errors, or experience performance problems when first introduced, when new versions or enhancements are released, or even after these products have been used by our customers for a period of time.

Despite testing, our BlackSky Spectra software platform and products may contain defects and errors, or experience performance problems when first introduced, when new versions or enhancements are released, or even after these products have been used by our customers for a period of time.

These defects or errors could result in malfunctions, service interruptions, or other adverse consequences.

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These problems could result in expensive and time-consuming design modifications or warranty charges, delays in the introduction of new products or enhancements, significant increases in our service and maintenance costs, 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 harm our results of operations.

In addition, increased development costs could be substantial and could reduce our operating margins.

In addition, increased product development costs could be substantial and could reduce our operating margins.

The existence of any defects, errors, or failures in our products and services or the misuse of our products or services could also lead to lawsuits against us;

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In addition, our products and services integrate a wide variety of other elements, and our products and services must successfully interoperate with products from other vendors and our customers’ own technologies.

As a result, when problems occur for a customer using our products and services, it may be difficult to identify the sources of

these problems.

The occurrence of software errors or errors in data, whether or not caused by our products and services, could result in malfunctions, service interruptions, or other adverse consequences and could delay or reduce market acceptance of our products and services and have an adverse effect on our business and financial performance, and any necessary revisions may cause us to incur significant expenses.

As a result, when problems occur for a customer using our products and services, it may be difficult to identify the sources of these problems.

The occurrence of software errors or errors in data, whether or not caused by our products and services, could result in malfunctions, service interruptions, or other adverse consequences.

These errors could delay or reduce market acceptance of our products and services and have an adverse effect on our business and financial performance, and any necessary revisions may cause us to incur significant expenses.

In addition, we may not deliver or maintain interoperability quickly or cost-effectively, or at all.

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We have limited experience with respect to determining the optimal prices and pricing structures for our products and services.

We have in the past changed, and expect that we may need to, in the future, 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.

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, as we continue to target selling our products and services to larger organizations, these larger organizations may demand substantial price concessions.

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If we are unable to cross-sell our solutions, our business, financial condition, results of operations, and prospects may be harmed.

A significant component of our growth strategy is to increase the cross-selling of our products and services to current and future customers, however, we may not be successful in doing so if our customers find our additional solutions to be unnecessary or unattractive.

A significant component of our growth strategy is to increase the cross-selling of our products and services to current and future customers;

however, we may not be successful in doing so if our customers find our additional solutions to be unnecessary or unattractive.

We have invested, and intend to continue to invest, significant resources in developing and acquiring additional solutions, which resources may not be recovered if we are unable to successfully cross-sell these solutions to customers using our existing solutions.

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If we identify material weaknesses in the future, or otherwise fail to develop and maintain an effective system of internal controls, our ability to produce timely and accurate financial statements or comply with applicable regulations could be adversely affected, which may adversely affect investor confidence in our company and the value of our Class A common stock.

Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as defined in Rule 13a-15(f) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

Our internal control over financial reporting is designed to provide reasonable assurance to our management and board of directors regarding the preparation and fair presentation of published financial statements.

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It is possible that we will not generate sufficient taxable income in time to use these net operating loss carryforwards before their expiration or at all.

Under legislative

changes made in December 2017, U.S.

Under legislative changes made in 2017, U.S.

federal net operating losses incurred in 2018 and in future years may be carried forward indefinitely, but, for taxable years beginning after 2020, the deductibility of such net operating losses is limited to 80% of taxable income.

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government in the future, and this subjects a large part of our business to statutes and regulations applicable to companies doing business with the government, including the Federal Acquisition Regulation (“FAR”).

These government contracts customarily contain provisions that give the government substantial, and sometimes unilateral, rights and remedies, many of which are not typically found in commercial contracts and which are unfavorable to contractors.

The provisions in U.S.

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Further, changes in government policies, priorities, regulations, use of other commercial data providers to meet U.S.

government imagery needs, government agency mandates, funding levels through agency budget reductions, the imposition of budgetary constraints or a decline in government support or deferment of funding for programs in which we or our customers participate could result in contract terminations, delays in contract awards, reduction in contract scope and/or value, the failure to exercise contract options, the cancellation of planned procurements and fewer new business opportunities, all of which could negatively impact our business, financial condition, results of operations and cash flows.

government imagery needs, government agency mandates, funding levels through agency budget reductions, the imposition of budgetary constraints, or a decline in government support or deferment of funding for programs in which we or our customers participate could result in contract terminations, delays in contract awards, reduction in contract scope and/or value, the failure to exercise contract options or issue new delivery orders, the cancellation of planned procurements, and fewer new business opportunities, all of which could negatively impact our business, financial condition, results of operations, and cash flows.

In addition, continued uncertainty related to recent and future disruptions in U.S.

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budget, and/or failure of the U.S.

government to

enact annual appropriations, could have an adverse impact on our revenue, earnings and cash flow and may negatively impact regulatory approvals and guidance that are important to our operations.

government to enact annual appropriations, could have an adverse impact on our revenue, earnings and cash flow and may negatively impact regulatory approvals and guidance that are important to our operations.

For example, in Q3 2025, due to a reduction in funds available to certain government programs, certain of our government contracts were reduced in value and/or experienced a decline in new delivery orders.

As a result of a government shutdown, delays in enacting an annual federal government appropriation, or otherwise, we may experience additional reduction in contract value and/or delivery orders in the future.

Our customers also include non-U.S.

Similar procurement, budgetary, contract, and audit risks that apply in the context of U.S.

government contracting may also apply to our doing business with these entities.

government contracting may also apply to our business dealings with these entities.

In addition, compliance with complex regulations and contracting provisions in a variety of jurisdictions can be expensive and consume significant management resources.

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government, a foreign government, or one of their respective agencies, or indirectly as a subcontractor or team member, our contracts and subcontracts are subject to special risks.

• Changes in government administration and national and international priorities, including developments in the geopolitical environment, could have a significant impact on national or international government spending priorities and the efficient handling of routine contractual matters.

spending priorities and the efficient handling of routine contractual matters.

These changes could have a negative impact on our business in the future.

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In addition, when we contract with the U.S.

government, we must comply with these laws and regulations.

government, we must also comply with these laws and regulations.

A violation of these laws and regulations could result in the imposition of fines and penalties to us or our customers or the termination of our or their contracts with the U.S.

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Changes 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 for certain of our products or services.

Such changes could also trigger contract coverage under the Federal Cost Accounting Standards (“CAS”), further impacting our

commercial operating model and requiring compliance with a defined set of business systems criteria.

Such changes could also trigger contract coverage under the Federal Cost Accounting Standards (“CAS”), further impacting our commercial operating model and requiring compliance with a defined set of business systems criteria.

Growth in the value of certain of our contracts has increased 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-type contracts.

We are subject to the Defense Federal Acquisition Regulation Supplement (“DFARS”) and the Department of Defense (“DoD”) and other federal cybersecurity requirements, in connection with our defense work for the U.S.

We are subject to the Defense Federal Acquisition Regulation Supplement (“DFARS”) and the Department of Defense (“DoD”) and other federal cybersecurity requirements, including requirements under DoD’s Cybersecurity Maturity Model Certification (“CMMC”), in connection with our defense work for the U.S.

government and defense contractors.

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In general, access to classified information, technology, facilities, or programs requires appropriate personnel security clearances, is subject to additional oversight and potential liability, and may also require us to maintain appropriate facility clearances and other specialized infrastructure.

We must comply with security requirements pursuant to the National Industrial Security Program Operating Manual (“NISPOM”) administered by the Defense Counterintelligence and Security Agency (“DCSA”), and other U.S.

We must comply with security requirements pursuant to the National Industrial Security Program Operating Manual Rule (“NISPOM”) administered by the Defense Counterintelligence and Security Agency (“DCSA”), and other U.S.

government security protocols when handling sensitive information.

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government policy is subject to change and any change in policy away from supporting the use of commercial data and space infrastructure providers to meet U.S.

government imagery and

space infrastructure needs, or any material delay or cancellation of planned U.S.

government imagery and space infrastructure needs, or any material delay or cancellation of planned U.S.

government programs, could adversely affect our revenue and our ability to achieve our growth objectives.

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We are responsible for the work performed by our subcontractors, even though in some cases we have limited involvement in that work.

If one or more of our subcontractors fails to satisfactorily perform the agreed-upon services on a timely basis or violates U.S.

If one or more of our subcontractors fails to perform the agreed-upon services satisfactorily or on a timely basis, or violates U.S.

government contracting policies, laws, or regulations, our ability to perform our obligations as a prime contractor or meet our customers’ expectations may be compromised.

In extreme cases, poor performance or other deficiencies on the part of our subcontractors could result in a customer terminating our contract for default.

A termination for default could expose us to liability, including liability for the agency’s costs of re-procurement, could damage our reputation and could hurt our ability to compete for future contracts.

A termination for

default could expose us to liability, including liability for the agency’s costs of re-procurement, could damage our reputation and could hurt our ability to compete for future contracts.

We also are required to procure certain materials and parts from supply sources approved by the U.S.

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Our current primary research and development objectives focus on the development of our satellites and our products and services.

We have limited operational experience with our satellites, and our Gen-3 satellites are at the initial stages of production.

We have limited operational experience with our satellites.

Our Gen-3 satellites are at the initial stages of production and may undergo incremental modifications.

In addition, we are in the preliminary stages of designing and developing other advanced space technologies.

Design, manufacture, and launch of satellite systems are highly complex and historically have been subject to delays and cost over-runs.

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The successful development, integration, and operations of our satellites and our products and services involves many uncertainties, some of which are beyond our control, including, but not limited to:

• issues with performance of satellites and our space and related ground systems, meeting design specifications;

• issues with performance of satellites and our space and related ground systems;

• failure of satellites and our space and related ground systems as a result of technological or manufacturing difficulties, design issues, or other unforeseen matters;

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• issues with performance of manufacturing facilities that we use despite risks that disrupt productions, such as natural disasters, catastrophic events, or labor disputes;

• issues with performance and timeliness of a limited number of suppliers for certain raw materials and supplied components, the accuracy of supplier representations as to the suitability of such raw materials and supplied components for our products, and their willingness to do business with us;

• issues with performance and timeliness of a limited number of suppliers for certain raw materials and supplied components, the accuracy of supplier representations as to the suitability or quality of such raw materials and supplied components for our products, and their willingness to do business with us;

• issues with performance and timeliness of our internal and third-party resources that support our research and development activities;

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Although we work to determine and eliminate the cause of anomalies in new satellites and provide for redundancies of many critical components in the satellites, we may not be able to prevent the impacts of anomalies in the future.

Satellites have certain redundant systems which can fail partially or in their entirety and accordingly satellites may operate for extended periods without all redundant systems in operation, but with single points of failure.

The failure of satellite components could cause damage to or loss of the use of a satellite before the end of its expected operational life.

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Certain of the anomalies previously disclosed may be considered to represent a significant adverse change in the physical condition of a particular satellite.

There can be no assurance as to the actual operational life of a satellite or that the operational life of

individual components will be consistent with their design life.

There can be no assurance as to the actual operational life of a satellite or that the operational life of individual components will be consistent with their design life.

A number of factors will impact the operational lives of our satellites, including, among other things, the quality of their design and construction, the durability of their component parts and availability of any replacement components, and the occurrence of any anomaly or series of anomalies or other risks affecting the satellites during launch and in orbit.

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Long-lived assets, including goodwill and intangible assets, are tested annually for impairment in the fourth quarter or whenever there is an indication that an asset may be impaired.

Disruptions to our business, unexpected significant declines in our operating results, adverse technological events or changes in the regulatory markets in which we operate may result in impairment charges to our tangible and intangible assets.

Disruptions to our business, unexpected significant declines in our operating results, adverse technological events or changes in the regulatory markets in

which we operate may result in impairment charges to our tangible and intangible assets.

Any future impairment charges could substantially affect our reported results.

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While certain software deficiencies may be corrected or mitigated remotely, most, if not all, of the satellite anomalies or debris collision damage cannot be corrected or mitigated once the satellites are placed in orbit.

Further, although we have some ability to actively maneuver our satellites to avoid potential collisions with space debris or other spacecrafts, this ability is limited by, among other factors, uncertainties and inaccuracies in the projected orbit location of and predicted conjunctions with

debris objects tracked and cataloged by the U.S.

Additionally, some space debris is too small to be tracked and therefore its orbital location is completely unknown;

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Our ability to execute our business strategy and to generate value for our business depends in part on our ability to manufacture satellites efficiently, cost effectively, and in accordance with design specifications, planned timelines, and business plans.

Supply chain shortages, disruptions or failures, issues with materials, equipment or processes used in the manufacturing process, labor issues or disputes, increases in cost for materials or equipment used in the manufacturing process, governmental action or regulation, technological errors or failures, uncertain market demands and conditions, and other events that we cannot reasonably control could hinder our ability to source materials and manufacture satellites in a timely, efficient, and cost effective manner, which could negatively affect our business, financial condition, and results of operation.

Supply chain shortages, disruptions, or failures;

issues with materials, equipment, or processes used in the manufacturing process;

labor issues or disputes;

increases in cost for materials or equipment used in the manufacturing process;

governmental action or regulation;

technological errors or failures;

uncertain market demands and conditions;

and other events that we cannot reasonably control could hinder our ability to source materials and manufacture satellites in a timely, efficient, and cost effective manner, which could negatively affect our business, financial condition, and results of operation.

We are dependent on a limited number of vendors to provide certain key raw materials, supplied components, products, or services, including launch transport and launch services.

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In addition, if these vendors are unable to meet our needs because they fail to perform adequately, are unable to match new technological requirements or problems, or are unable to dedicate engineering and other resources necessary to provide the services contracted for, our business, financial condition, and results of operations may be adversely affected.

While alternative sources for key raw materials, supplied components, products, services, and

technologies may exist, we may not be able to develop these alternative sources quickly and cost-effectively, which could materially impair our ability to operate our business.

While alternative sources for key raw materials, supplied components, products, services, and technologies may exist, we may not be able to develop these alternative sources quickly and cost-effectively, which could materially impair our ability to operate our business.

Furthermore, these vendors may request changes in pricing, payment terms, or other contractual obligations, which could cause us to make substantial additional investments.

Moreover, the imposition of tariffs or import/export restrictions on raw materials or supplied components could have a material adverse effect on our operations.

For example, significant changes in U.S.

While tariffs have not historically had a material effect on our operations, significant changes in U.S.

trade policy, including further expansion of U.S.

export controls on China and tariffs on imports from, or retaliatory actions by, China and other countries, may materially and adversely affect our business.

We have in the past experienced and may in the future experience delays in manufacturing or operation as we go through the requalification process with any replacement third-party supplier, as well as the limitations imposed by the International Traffic in Arms Regulations (the “ITAR”), the Export Administration Regulations (the “EAR”), or other restrictions on transfer of sensitive technologies.

export controls and tariffs, retaliatory actions by other countries, or further expansion of our international operations may materially and adversely affect our business.

by the International Traffic in Arms Regulations (the “ITAR”), the Export Administration Regulations (the “EAR”), or other restrictions on transfer of sensitive technologies.

Our satellites may not be able to capture Earth images due to weather, natural disasters, or other external factors, or as a result of our constellation of satellites having restrained capacity.

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Some of these licenses contain requirements that we make available source code for modifications or derivative works we create to the software we obtain under such licenses, and that we license these modifications or derivative works under terms that could negatively affect our business, such as the terms of a particular open source license.

If we combine our proprietary technologies with open source software in a certain manner, we could, under certain provisions of the open source licenses, be required to release the source code of our proprietary software.

If we combine our proprietary technologies with open source software in a certain manner, we could, under certain

provisions of the open source licenses, be required to release the source code of our proprietary software.

In addition to risks related to license requirements, use of open source software can lead to greater risks than use of third-party commercial software, as open source licensors generally do not provide updates, warranties, support, indemnities, assurances of title, or controls on origin of the software.

Likewise, some open source projects have known security and other vulnerabilities and architectural instabilities, or are otherwise subject to security attacks due to their wide availability.

We have implemented processes to help alleviate these risks, including a review process for evaluating open source software and using software tools to review our source code for identifying open source software, but we cannot be sure that such processes will be comprehensive, accurate or effective.

We have implemented processes to help alleviate these risks, including a review process for evaluating open source software and using software tools to review our source code for purposes of identifying open source software, but we cannot be sure that such processes will be comprehensive, accurate, or effective.

In addition, open source license terms may be ambiguous and many of the risks associated with usage of open source software cannot be eliminated, and could, if not properly addressed, negatively affect our business.

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In addition, if the open source software we use is no longer maintained by the relevant developer or open source community, then it may be more difficult to make the necessary revisions to our software, including modifications to address security vulnerabilities, which could impact our ability to mitigate cybersecurity risks or fulfill our contractual obligations to our customers or otherwise negatively affect our business.

We may also face claims from others seeking to enforce the terms of an open source license, including by demanding release under certain open source licenses of the open source software, derivative works or modifications to that software, or our proprietary source code.

Such claims, with or without merit, could negatively affect our business, such as result in litigation, be time-consuming and expensive to settle or litigate, divert our management’s attention and other resources, require us to release some of our proprietary code, or require us to devote additional research and development resources to change our technologies.

We may also face claims from others seeking to enforce the terms of an open source license, including claims for us to release derivative works or modifications to open source software or our proprietary source code.

Such claims, with or without merit, could negatively affect our business, such as result in litigation, be time-consuming and expensive to settle or litigate, divert our management’s attention and other resources, require us to release proprietary code, or require us to devote additional research and development resources to change our technologies.

Many of these risks associated with usage of open source software could be difficult to eliminate or manage, and could, if not properly addressed, negatively affect our business.

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The loss of, or inability to obtain, third-party licenses or other rights or to obtain such licenses or rights on reasonable terms, or the need to engage in litigation regarding these matters, could result in product and service roll-backs and delays in product and service releases until equivalent or comparable technology can be identified, acquired, licensed, or developed, if at all, and integrated into our technologies, and may have a material adverse effect on our business, financial condition, and results of operations.

Moreover, the inclusion in our technologies of technologies licensed from third parties on a nonexclusive basis could limit our ability to differentiate our products and services from

offerings of our competitors and could inhibit our ability to maintain or meet service level commitments or expectations of our existing and prospective customers.

Moreover, the inclusion in our technologies of technologies licensed from third parties on a nonexclusive basis could limit our ability to differentiate our products and services from offerings of our competitors and could inhibit our ability to maintain or meet service level commitments or expectations of our existing and prospective customers.

In addition, any data that we license from third parties for use or potential use with our technologies may contain errors or defects, which could negatively impact our business, products, and services.

This may have a negative impact on how our products and services are perceived by our current and potential customers and could materially damage our business, reputation, and brand.

Changes in or the loss of third-party licenses could lead to our technologies becoming inoperable or the performance of our technologies being materially reduced resulting in our potentially needing to incur additional research and development costs to ensure continued performance of our products and services or a material increase in the costs of licensing, and we may experience decreased demand for our products and services.

Changes in or the loss of third-party licenses could lead to our technologies becoming inoperable or the performance of our technologies being materially reduced.

This could result in our potentially needing to incur

additional research and development costs to ensure continued performance of our products and services or a material increase in the costs of licensing, and we may experience decreased demand for our products and services.

We may be unable to protect our intellectual property rights, and misuse of our trade secrets could cause harm to our business.

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Our ability to enforce and protect our intellectual property rights may be limited in certain countries outside the United States, which could make it easier for competitors to capture market position in such countries by utilizing technologies that are similar to those developed or licensed by us.

Competitors also may harm our sales by designing products that mirror the capabilities of our products or technology without infringing on our intellectual property rights.

Competitors also may harm our sales by designing products that have the same or similar capabilities of our products or technology without infringing on our intellectual property rights.

If we do not obtain sufficient protection for our intellectual property, or if we are unable to effectively enforce our intellectual property rights, our competitors could market services or products similar to our services and products, which could reduce demand for our offerings, and our competitiveness could be impaired, which would limit our growth and future revenue and could negatively affect our business.

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Litigation may be necessary to enforce or protect our intellectual property rights or our trade secrets or determine the validity and scope of the proprietary rights of others.

Litigating a claim that a party illegally or unlawfully obtained and uses our trade secret without authorization would be difficult, expensive and time consuming, and the outcome would be unpredictable.

Litigating a claim that a party illegally or unlawfully obtained and uses our trade secrets without authorization would be difficult, expensive, and time consuming, and the outcome would be unpredictable.

Any litigation to enforce our intellectual property rights, protect our trade secrets or determine the validity and scope of the proprietary rights of others could result in substantial costs and diversion of resources, with no assurance of success.

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Any claims brought against us may result in limitations on our ability to use the intellectual property subject to these claims.

We may be required to redesign our satellites, systems, products or services or to obtain licenses from third parties to continue offering our satellites,

systems, products or services without substantially re-engineering such products or systems, any and all of which could negatively affect our business.

We may be required to redesign our satellites, systems, products, or services or to obtain licenses from third parties to continue offering our satellites, systems, products, or services without substantially re-engineering such products or systems, any and all of which could negatively affect our business.

Our intellectual property rights may be invalidated, circumvented, challenged, infringed, or required to be licensed to others.

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Our ability to generate the amount of cash needed to pay interest and principal on our outstanding indebtedness and our ability to refinance all or a portion of our indebtedness or obtain additional financing depend on many factors beyond our control.

Our ability to make scheduled payments on, or to refinance our obligations under, our existing debt agreements depends on our financial and operating performance and prevailing economic and competitive conditions.

If our cash flows and capital resources are insufficient to fund our debt service obligations, we may be forced to reduce or delay capital expenditures, sell assets, raise additional equity capital, or restructure our debt.

Our ability to make scheduled payments on, or to refinance our obligations under, our existing debt agreements, including convertible notes, depends on our financial and operating performance and prevailing economic and competitive conditions.

If our cash flows and capital resources are insufficient to fund our debt service obligations, we may be forced to reduce or delay capital expenditures, sell assets, restructure our debt, or obtain additional equity capital or debt financing on terms that may be onerous or highly dilutive.

However, there is no assurance that such alternative measures may be successful or permitted under the agreements governing our indebtedness and, as a result, we may not be able to meet our scheduled debt service obligations.

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We cannot guarantee that we will be able to refinance our indebtedness or obtain additional financing on satisfactory terms or at all, including due to existing liens on our assets or our level of indebtedness and the debt incurrence restrictions imposed by the agreements governing our indebtedness.

Further, the cost and availability of

credit are subject to changes in the economic and business environment.

In addition, any of our future debt agreements may contain restrictive covenants that may prohibit us from adopting any of these alternatives.

Our failure to comply with these covenants could result in an event of default which, if not cured or waived, could result in the acceleration of our debt.

Further, the cost and availability of credit are subject to changes in the economic and business environment.

If conditions in major credit markets deteriorate, our ability to refinance our indebtedness or obtain additional financing on satisfactory terms, or at all, may be negatively affected.

In addition, upon conversion of the notes, unless we elect to deliver solely shares of our Class A common stock to settle such conversion (other than paying cash in lieu of delivering any fractional share), we will be required to make cash payments in respect of the notes being converted.

However, we may not have enough available cash or be able to obtain financing at the time we are required to make repurchases of notes surrendered therefor or pay cash with respect to notes being converted.

In addition, our ability to repurchase the notes or to pay cash upon conversions of the notes may be limited by law, by regulatory authority or by agreements governing our then-existing indebtedness.

Our failure to repurchase notes at a time when the repurchase is required by the indenture covering the notes (the “Indenture”) or to pay any cash payable on future conversions of the notes as required by the Indenture would constitute a default under the Indenture.

A default under the Indenture or the fundamental change itself could also lead to a default under agreements governing our then-existing indebtedness.

If the repayment of the related indebtedness were to be accelerated after any applicable notice or grace periods, we may not have sufficient funds to repay the indebtedness and repurchase the notes or make cash payments upon conversions thereof.

The agreements governing our debt permit us, under some circumstances, to incur certain additional indebtedness or obligations.

To the extent that we incur additional indebtedness or such other obligations, the risks associated with our leverage described above, including our possible inability to service our debt, would increase.

Conversion of the notes may dilute the ownership interest of our stockholders or may otherwise depress the price of our Class A common stock.

The conversion of some or all of the convertible notes may dilute the ownership interests of our stockholders.

Upon conversion of the notes, we have the option to pay or deliver, as the case may be, cash, shares of our Class A common stock, or a combination of cash and shares of our Class A common stock.

If we elect to settle our conversion obligation in shares of our Class A common stock or a combination of cash and shares of our Class A common stock, any sales in the public market of our Class A common stock issuable upon such conversion could adversely affect prevailing market prices of our Class A common stock.

In addition, the existence of the notes may encourage short selling by market participants because the conversion of the notes could be used to satisfy short positions, or anticipated conversion of the notes into shares of our Class A common stock could depress the price of our Class A common stock.

Our debt agreements contain restrictions that may limit our flexibility in operating our business.

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Any failure to comply with these covenants could result in a default under our loan agreements or instruments governing any future indebtedness of ours.

Additionally, our existing indebtedness is secured by substantially all of our assets.

Upon a default, unless waived, the lenders under our secured credit facilities could elect to terminate their commitments, cease making further loans, foreclose on our assets pledged to such lenders to secure our obligations under our credit agreements and force us into bankruptcy or liquidation.

In addition, a default under any of our secured credit facilities could trigger a cross default under agreements governing our secured credit facilities or any future indebtedness.

Additionally, borrowings under our existing loan agreements are secured by substantially all of our assets.

Upon a default, unless waived, the lenders under our existing loan agreement could elect to terminate their commitments, cease making further loans, foreclose on our assets pledged to such lenders to secure our obligations under our credit agreements and force us into bankruptcy or liquidation.

In addition, a default under any of our existing loan agreements could trigger a cross default under agreements governing our other existing loan agreements, the convertible notes or any future indebtedness.

Our results of operations may not be sufficient to service our indebtedness and to fund our other expenditures, and we may not be able to obtain financing to meet these requirements.

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Laws and regulations at the foreign, federal, state, and local levels frequently change, especially in relation to new and emerging industries, and we cannot always reasonably estimate the impact from, or the ultimate cost of compliance with, current or future regulatory or administrative changes, such as regulations addressing the use of AI.

We monitor these developments and devote a significant amount of management’s time

and external resources towards compliance with these laws, regulations and guidelines, and such compliance places a significant burden on management’s time and other resources, and it may limit our ability to expand into certain jurisdictions.

We monitor these developments and devote a significant amount of management’s time and external resources towards compliance with these laws, regulations, and guidelines, and such compliance places a significant burden on management’s time and other resources, and it may limit our ability to expand into certain jurisdictions.

Moreover, changes in law, the imposition of new or additional regulations or the enactment of any new or more stringent legislation that impacts our business could require us to change the way we operate and could have a material adverse effect on our sales, profitability, cash flows, and financial condition.

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Certain changes in rules or regulatory policy may significantly affect our business or raise the cost of operating our business.

For example, the FCC adopted rules requiring the deorbiting of certain satellites – including those maintained by BlackSky – after five years to mitigate the risk of orbital debris.

For example, the

FCC adopted rules requiring the deorbiting of certain satellites—including those maintained by BlackSky—after five years to mitigate the risk of orbital debris.

The FCC continues to consider, and may in the future consider, the imposition of additional rules, restrictions, regulatory fees, and/or reporting obligations that could affect us and our operations.

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government could in the future exercise “shutter control” authority—the interruption of service by limiting imagery collection and/or distribution as necessary to meet significant U.S.

government national security or foreign policy interests or international obligations – which, for example, could limit the resolution, collection or distribution of

imagery over certain geographies or to certain customers.

government national security or foreign policy interests or international obligations—which, for example, could limit the resolution, collection or distribution of imagery over certain geographies or to certain customers.

We cannot anticipate whether or under what circumstances the U.S.

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There can be no assurance that the FCC or NOAA will renew the licenses we hold, modify the licenses we currently hold, grant new licenses, or that coordination conditions can continue to be met.

If the FCC or NOAA revokes, modifies or fails to renew the licenses we hold, or fails to grant a new license or modification in a timely manner, or if we fail to satisfy any of the conditions of our respective licenses, we may not be able to continue to provide our products and services.

If the FCC or NOAA revokes, modifies, or fails to

renew the licenses we hold, or fails to grant a new license or modification in a timely manner, or if we fail to satisfy any of the conditions of our respective licenses, we may not be able to continue to provide our products and services.

In addition, the operation of ground station assets in non-U.S.

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If any of our current operations are deemed not to be in compliance with applicable regulatory requirements, we may be subject to various sanctions, including fines, loss of authorizations, or denial of applications for new authorizations or renewal of existing authorizations.

is not uncommon for licenses for new satellites to be granted just prior to launch.

It is not uncommon for licenses for new satellites to be granted just prior to launch.

If we do not obtain required authorizations in the future, or if our licenses are highly restrictive, we will not be able to operate our satellites as planned.

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In addition, as we grow, we may hire employees in jurisdictions outside of the United States or engage a professional employer organization to hire and employ such persons, which may subject us to foreign export and import rules and regulations, as well as international sanctions, foreign direct investment requirements, and other international trade rules.

If we do not maintain our existing authorizations or obtain future export licenses in accordance with the export control laws and regulations, we may be

unable to export our software or ground station equipment or provide services and related technical information to non-U.S.

If we do not maintain our existing authorizations or obtain future export licenses in accordance with the export control laws and regulations, we may be unable to export our software or ground station equipment or provide services and related technical information to non-U.S.

persons and companies.

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Anti-corruption and anti-bribery laws have been enforced aggressively in recent years and are interpreted broadly.

These laws and regulations

generally prohibit companies, their employees, business partners, third-party intermediaries, representatives, and agents from authorizing, offering, or providing, directly or indirectly, improper payments to government officials, political candidates, political parties, or commercial partners for the purpose of obtaining or retaining business or securing an improper business advantage.

These laws and regulations generally prohibit companies, their employees, business partners, third-party intermediaries, representatives, and agents from authorizing, offering, or providing, directly or indirectly, improper payments to government officials, political candidates, political parties, or commercial partners for the purpose of obtaining or retaining business or securing an improper business advantage.

We have interactions with foreign officials, including in furtherance of sales to governmental or quasi-governmental entities in the United States and in non-U.S.

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Changes in applicable tax laws and regulations, as well as other factors, including the possibility of retroactive effect, could cause us to experience fluctuations in our tax obligations and effective tax rates and could affect our tax positions and/or our tax liabilities.

For example, in 2022, the Creating Helpful Incentives to Produce Semiconductors (CHIPS) Act of 2022, which enacted an advanced manufacturing investment tax credit, among other provisions, and the Inflation Reduction Act of 2022 (the “IRA”), which includes implementation of a new alternative minimum tax and a one percent excise tax on share repurchases, among other provisions, were enacted.

Furthermore, beginning in 2022, the Code has eliminated the right to deduct research and development expenditures currently and requires taxpayers to capitalize and amortize U.S.

and foreign research and development expenditures over five and fifteen

tax years, respectively.

In addition, many countries, and organizations such as the Organization for Economic Cooperation and Development, have implemented or have proposed to implement changes to existing tax laws, including a proposed 15% global minimum tax.

For example, the Inflation Reduction Act of 2022 (the “IRA”), which includes implementation of a new alternative minimum tax and a one percent excise tax on share repurchases, among other provisions, were enacted.

Furthermore, many countries, and organizations such as the Organization for Economic Cooperation and Development, have implemented or have proposed to implement changes to existing tax laws, including a proposed 15% global minimum tax.

The OECD and participating jurisdictions have recently agreed to a “side-by-side” solution that exempts U.S.-parented multinational businesses, like us, from certain provisions of the global minimum tax for taxable years beginning on or after January 1, 2026.

We are currently not subject to the enacted alternative minimum tax under the IRA or the proposed global minimum tax.

On July 4, 2025, the One Big Beautiful Bill Act (“OBBB”) was enacted, which includes comprehensive U.S.

corporate tax legislation.

The legislation includes the modification and permanent extension of prior tax law under the Tax Cuts and Jobs Act and the introduction of new provisions.

Examples include permanently reinstating the immediate deduction of domestic specified research and experimental expenditures, permanent changes in the limitations for deducting business interest expense, and permanently restoring bonus depreciation allowances.

Following the enactment of the OBBB in July 2025, we are no longer capitalizing domestic research and experimental expenditures.

Due to our valuation allowance on deferred tax assets, the related tax adjustments did not have an impact on deferred taxes.

Changes in our tax provisions or an increase or decrease in our tax liabilities, whether due to changes in applicable laws and regulations, the interpretation or application thereof, could have a material adverse effect on our financial position, results of operation and cash flows.

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Because litigation is inherently unpredictable, we cannot assure you that the results of any of these actions will not have a material adverse effect on our business.

Legal Proceedings and Note 23—“Commitments and Contingencies” of the notes to the consolidated financial statements for a discussion of current litigation.

Legal Proceedings

and Note 23—“Commitments and Contingencies”—of the notes to the consolidated financial statements for a discussion of current litigation.

Increasing regulatory focus on privacy issues and expanding laws may impact our business or expose us to increased liability.

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We could be subject to future liabilities under environmental laws at our current or former facilities, adjacent or nearby properties, or offsite disposal locations if any such properties are discovered to be contaminated with hazardous substances.

Intelsat has a right of first offer with respect to the sale of BlackSky Holdings, Inc., (which is our subsidiary), which might discourage, delay or prevent a sale of BlackSky Technology, Inc., and therefore, depress the trading price of our Class A common stock.

Intelsat Jackson Holdings, S.A.

(“Intelsat”), which is now part of SES, has a right of first offer with respect to the sale of BlackSky Holdings, Inc., (which is our subsidiary), which might discourage, delay or prevent a sale of BlackSky Technology, Inc., and therefore, depress the trading price of our Class A common stock.

In October 2019, BlackSky Holdings, Inc.

(which is our subsidiary) entered into a Right of First Offer Agreement with Intelsat (the “Right of First Offer Agreement”).

Pursuant to the terms of the Right of First Offer Agreement, prior to commencing or engaging in a sale of our subsidiary BlackSky Holdings, Inc., BlackSky Holdings, Inc.

Pursuant to the terms of the Right of First Offer Agreement, prior to commencing or engaging in a sale of our subsidiary BlackSky Holdings, Inc., BlackSky

Holdings, Inc.

is obligated to provide written notice of any such proposed sale to Intelsat and Intelsat will have the opportunity to provide BlackSky Holdings, Inc.

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As our joint ventures, partnerships, and strategic alliances come to an end or terminate, we may be unable to renew or replace them on comparable terms, or at all.

When we enter into joint ventures, partnerships, and strategic alliances, our partners may be required to undertake some portion of sales, marketing, implementation services,

engineering services, or software configuration that we would otherwise provide.

When we enter into joint ventures, partnerships, and strategic alliances, our partners may be required to undertake some portion of sales, marketing, implementation services, engineering services, or software configuration that we would otherwise provide.

In such cases, our partner may be less successful than we would have otherwise been absent the arrangement.

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If we are unsuccessful in establishing or maintaining our relationships with these partners, our ability to compete in a given marketplace or to grow our revenue would be impaired, and our results of operations may suffer.

Even if we are successful in establishing and maintaining these relationships with our partners, we cannot assure you that these relationships will result in increased customer usage of our systems, products or technologies or increased revenue.

Even if we are successful in establishing and maintaining these

relationships with our partners, we cannot assure you that these relationships will result in increased customer usage of our systems, products, or technologies or increased revenue.

Further, winding down joint ventures, partnerships, or other strategic alliances can result in additional costs, litigation, and negative publicity.

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• declines in the market prices of stocks generally;

• recent and future disruptions in U.S.

federal government operations and continued uncertainty regarding government policies, budget, and appropriation decisions and processes, including with respect to defense spending, as a result of administration changes, recent Executive Orders and newly enacted laws, geopolitical events, and macroeconomic conditions;

• strategic actions by us or our competitors;

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• changes in accounting standards, policies, guidelines, interpretations, or principles;

• general economic and political conditions such as recessions, interest rates, fuel prices, trade wars, pandemics, currency fluctuations and acts of war (including ongoing geopolitical tensions, resulting sanctions imposed by the United States and other countries, and retaliatory actions taken by other countries in response to such sanctions) or terrorism;

• general economic and political conditions such as recessions, interest rates, fuel prices, c hanges in laws and policies affecting trade (including tariffs and trade wars), pandemics, currency fluctuations and acts of war (including ongoing geopolitical tensions, resulting sanctions imposed by the United States and other countries, and retaliatory actions taken by other countries in response to such sanctions), or terrorism;

• the effects of natural disasters, terrorist attacks and the spread and/or abatement of infectious diseases, including with respect to potential operational disruptions, labor disruptions, increased costs, and impacts to demand related thereto.

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Legal Proceedings and Note 23—“Commitments and Contingencies”—of the notes to the consolidated financial statements for a discussion of current litigation.

We are a smaller reporting company within the meaning of the Exchange Act, and the reduced disclosure requirements applicable to smaller reporting companies could make it more difficult to compare our performance with other public companies and make our Class A common stock less attractive to investors.

We are a smaller reporting company (“SRC”) and a non-accelerated filer;

therefore, we are eligible for and intend to take advantage of exemptions from various reporting requirements that are applicable to other public companies that are not SRCs or non-accelerated filers, including:

• not being required to have an independent registered public accounting firm audit our internal control over financial reporting under Section 404 of the Sarbanes-Oxley Act of 2002;

We currently benefit from smaller reporting company status pursuant to the rules and regulations promulgated under the Exchange Act, and the reduced disclosure requirements applicable to smaller reporting companies could make it more difficult to compare our performance with other public companies and make our Class A common stock less attractive to investors.

We currently benefit from smaller reporting company (“SRC”) status and we currently are a non-accelerated filer;

therefore, we are eligible for and have in the past taken advantage of exemptions from various reporting requirements that are applicable to other public companies that are not SRCs or non-accelerated filers, including:

• reduced disclosure obligations regarding executive compensation in our periodic reports, including our Annual Report on Form 10-K and proxy statements;

• providing only two years of audited financial statements in our periodic reports, including our Annual Report on Form 10-K.

We will remain an SRC until the earlier of:

• the last day of the fiscal year in which (a) the market value of our common stock held by non-affiliates is equal to or exceeds $250 million as of the end of that fiscal year’s second quarter and (b) our annual revenue for the prior fiscal year was equal to or exceeded $100 million;

• the last day of the fiscal year in which the market value of our common stock held by non-affiliates is equal to or exceeds $700 million as of the end of that fiscal year’s second quarter.

To the extent we take advantage of the exemptions afforded SRCs and non-accelerated filers, our stockholders may not have access to certain information that they may deem important and a comparison of our financial statements to those of other public companies may be difficult.

We will continue to benefit from SRC status until the earlier of:

• the last day of the fiscal year in which the market value of our Class A common stock held by non-affiliates is equal to or exceeds $250 million as of the end of that fiscal year’s second quarter;

• our annual revenue for the prior fiscal year was equal to or exceeded $100 million;

or the last day of the fiscal year in which the market value of our Class A common stock held by non-affiliates is equal to or exceeds $700 million as of the end of that fiscal year’s second quarter.

We cannot predict if investors will find our Class A common stock less attractive if we choose to rely on any of these exemptions.

If some investors find our Class A common stock less attractive because we rely on any of these exemptions, there may be a less active trading market for our Class A common stock and our stock price may be more volatile and may decline.

Because there are no current plans to pay cash dividends on our Class A common stock for the foreseeable future, you may not receive any return on investment unless you sell your Class A common stock for a price greater than that which you paid for it.

We will no longer be able to benefit from SRC status for filings for periods beginning with January 1, 2026.

We intend to retain future earnings, if any, for future operations, expansion and debt repayment and there are no current plans to pay any cash dividends for the foreseeable future.

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In addition, our ability to pay dividends is limited by covenants of our existing and outstanding indebtedness and may be limited by covenants of any future indebtedness we incur.

As a result, you may not receive any return on an investment in our Class A common stock unless you sell our Class A common stock for a price greater than that which you paid for it.

As a result, you may not receive any return on an investment in our Class A common stock unless you sell our Class A common stock for a price greater than that which you effectively paid for it.

If securities analysts do not publish research or reports about our business or if they downgrade our stock or our sector, our stock price and trading volume could decline.

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Pending their use, we may invest our cash in a manner that does not produce income or that loses value.

Anti-takeover provisions in our organizational documents could delay or prevent a change of control.

Anti-takeover provisions in our organizational documents and in the Indenture for our Convertible Senior Notes issued in July 2025 ("Indenture") could delay or prevent a change of control.

Certain provisions of our amended and restated certificate of incorporation and amended and restated bylaws may have an anti-takeover effect and may delay, defer, or prevent a merger, acquisition, tender offer, takeover attempt or other change of control transaction that a stockholder might consider in its best interest, including those attempts that might result in a premium over the market price for the shares held by our stockholders.

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• the removal of directors only for cause and only upon the affirmative vote of holders of at least 66 2/3% of the voting power of our issued and outstanding capital stock entitled to vote in the election of directors, voting together as a single class.

Certain provisions in the Indenture may also make it more difficult or expensive for a third party to acquire us.

For example, the Indenture requires us, in certain circumstances, to repurchase the Convertible Senior Notes issued in July 2025 for cash upon the occurrence of a fundamental change and, in certain circumstances, to increase the conversion rate for a holder that converts its notes in connection with a make-whole fundamental change.

A takeover of us may trigger the requirement that we repurchase the notes and/or increase the conversion rate, which could make it more costly for a potential acquirer to engage in such takeover.

Such additional costs may have the effect of delaying or preventing a takeover of us that would otherwise be beneficial to investors.

These anti-takeover provisions could make it more difficult for a third party to acquire us, even if the third-party’s offer may be considered beneficial by many of our stockholders.

As a result, our stockholders may be limited in their ability to obtain a premium for their shares.

These provisions could also discourage proxy contests and make it more difficult for you and other stockholders to elect directors of your choosing and to cause us to take other corporate actions you desire.

See “ Description of Securities ” filed as an Exhibit to this Annual Report on Form 10-K for more information.

These provisions could also discourage proxy contests and make it more difficult for you and other stockholders to elect directors of your choosing and to cause us to take other

corporate actions you desire.

See “ Description of Securities ” and the " Indenture " filed as Exhibits to this Annual Report on Form 10-K for more information.

Our amended and restated certificate of incorporation designates the Court of Chancery of the State of Delaware as the sole and exclusive forum for certain types of actions and proceedings that may be initiated by our stockholders, which could limit our stockholders’ ability to obtain a favorable judicial forum for disputes with us or our directors, officers, employees or stockholders.

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Alternatively, if a court were to find these provisions of our amended and restated certificate of incorporation 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 and financial condition.

If the estimates we make, or the assumptions on which we rely, in preparing our condensed consolidated financial statements are incorrect, our actual results may vary from those reflected in our projections and accruals.

Our condensed consolidated financial statements have been prepared in accordance with Generally Accepted Accounting Principles in the United States of America (“GAAP”).

The preparation of these condensed consolidated financial statements requires us to make estimates and judgments that affect the reported amounts of our assets, liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities.

We base our estimates on historical experience and on various other assumptions that we believe to be reasonable under the circumstances.

We cannot assure you, however, that our estimates, or the assumptions underlying them, will be correct.

Further, from time to time we issue financial guidance relating to our expectations for certain financial measures, which guidance is based on estimates and the judgment of management.

If, for any reason, our expectations differ materially from our guidance, we may have to adjust our publicly announced financial guidance.

If we fail to meet, or if we are required to change or update any element of, our publicly disclosed financial guidance or other expectations about our business, our Class A common stock price could decline.

General Risk Factors

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Misconduct by our employees or others acting on our behalf could also involve the improper use of our customers’ sensitive or classified information, which could result in regulatory sanctions against us, serious harm to our reputation, a loss of contracts and a reduction in revenue, or cause us to incur costs to respond to any related governmental inquiries.

It is not always possible to deter misconduct, and the precautions we take to prevent and detect this activity may not be effective in controlling unknown or unmanaged risks or losses, which

could cause us to lose contracts or cause a reduction in revenue.

It is not always possible to deter misconduct, and the precautions we take to prevent and detect this activity may not be effective in controlling unknown or unmanaged risks or losses, which could cause us to lose contracts or cause a reduction in revenue.

In addition, alleged or actual misconduct by employees or others acting on our behalf could result in investigations or prosecutions of persons engaged in the subject activities, which could result in unanticipated consequences or expenses and management distraction for us regardless of whether we are alleged to have any responsibility.

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Significant judgments, estimates, and assumptions used in preparing our consolidated financial statements include, or may in the future include, those related to revenue recognition, stock-based compensation, recoverability of goodwill, warrant valuations, and income taxes.

We may not realize some or all the expected benefits and synergies from our acquisition of LeoStella LLC.

In November 2024, we acquired the remaining 50% of the common units of LeoStella LLC (“LeoStella”) and LeoStella became a wholly-owned subsidiary of BlackSky Holdings, Inc.

The success of this acquisition will depend, in part, on our ability to realize the anticipated benefits from vertically integrating our and LeoStella’s businesses to improve control over the Gen-3 satellite supply chain and production operations.

We have devoted and continue to devote substantial management attention and resources to the integration of the combined company’s

business practices and operations so that we can fully realize the anticipated benefits of the acquisition, including cost and revenue synergies.

We may not realize some or all the expected benefits and synergies from our acquisition of BlackSky Satellite Systems, f/k/a LeoStella.

In November 2024, we acquired the remaining 50% of the common units of BlackSky Satellite Systems, f/k/a LeoStella, and BlackSky Satellite Systems is now a wholly-owned subsidiary of the Company.

The success of this acquisition will depend, in part, on our ability to realize the anticipated benefits from vertically integrating our businesses to improve control over the Gen-3 satellite supply chain and production operations.

We have devoted and continue to devote substantial management attention and resources to the integration of the combined company’s business practices and operations so that we can fully realize the anticipated benefits of the acquisition, including cost and revenue synergies.

Nonetheless, difficulties may arise that could impede our ability to achieve the anticipated synergies, including the loss of key talent that may be difficult to replace.

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inheriting liabilities such as intellectual property infringement claims;

the failure to realize anticipated revenue and cost projections and expected synergies;

the failure to realize anticipated revenue, cost projections, and expected synergies;

and the diversion of management’s time and attention.

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Our operations and performance depend significantly on global macroeconomic, specific foreign country and U.S.

domestic economic conditions.

Adverse conditions in the macroeconomic environment , resulting sanctions imposed by the United States and other countries, and retaliatory actions taken by other countries in response to such sanctions, may result in a decreased demand for our products and services, constrained credit and liquidity, reduced government spending and volatility in equity and foreign exchange markets.

In addition, significant changes in U.S.

trade policy, including further expansion of U.S.

export controls on China and tariffs on imports from China and other countries, or retaliatory actions by China and other countries, may materially and adversely affect our business.

To the extent the global economy experiences a significant downturn or volatility, we may be exposed to impairments of certain assets if their values deteriorate.

domestic economic and geopolitical conditions.

Adverse conditions in the macroeconomic environment;

tariffs, sanctions, export controls, and other trade measures imposed by the United States or other countries;

changing geopolitical conditions and actions taken by the United States;

and responsive or retaliatory actions taken by other countries in response, may result in a decreased demand for our products and services, diminished or changing interest in collaborating with or doing business with the United States;

constrained credit and liquidity, reduced government spending, and volatility in equity and foreign exchange markets.

For example, recent and significant further changes in U.S.

trade policy may impact other countries’ desire, willingness, or ability to acquire goods and services from a U.S.

company, and materially and adversely affect our business.

These, related, and similar effects may result in us changing our business operations, business partnerships, and sourcing patterns.

To the extent the global economy experiences a significant downturn or volatility, we may be exposed to impairments of certain assets, cashflows, or valuations.

Tighter credit due to economic conditions may diminish our future borrowing ability and increase borrowing costs under our existing credit facilities.

Customers’ ability to pay for our products and services may also be impaired, which could lead to an increase in our allowance for doubtful accounts and write-offs of accounts receivable.

If any of the foreign economies in which we do business deteriorates or suffers a period of uncertainty, our business and performance may be negatively impacted through reduced customer and government spending, changes in purchasing cycles or timing, reduced access to credit for our customers, or other factors impacting our international sales and collections.

Customers’ ability or willingness to pay for our products and services may also be impaired, which could lead to an increase in our allowance for doubtful accounts and write-offs of accounts receivable.

If any of the markets in which we do business deteriorates or suffers a period of uncertainty, our business and performance may be negatively impacted through reduced customer or government spending, changes in purchasing cycles or timing, reduced access to credit for our customers, or other factors impacting our international sales and collections.

Furthermore, customer spending levels in any foreign jurisdiction may be adversely impacted by changes in domestic policies, including tax and trade policies.

The services we provide internationally are sometimes in countries with unstable governments, economic or fiscal challenges, military or political conflicts and/or developing legal systems.

The services we provide internationally are sometimes

in countries with unstable governments, economic or fiscal challenges, military or political conflicts, and/or developing legal systems.

This may increase the risk to our employees, subcontractors, or other third parties, and/or increase the risk of a wide range of liabilities, as well as loss of property.

We cannot predict the timing, strength, or duration of any crisis, economic slowdown or any subsequent recovery generally, or for any industry in particular.

We cannot predict the timing, strength, or duration of any crisis, economic slowdown, geopolitical episode, or any subsequent recovery generally, or for any industry or locality in particular.

Although certain aspects of the effects of a crisis or an economic slowdown may provide potential new opportunities for our business, we cannot guarantee that the net impact of any such events will not be materially negative.

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Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 1A. Risk Factors