NYSE: BKSY-WT

4

3

Additional paid-in capital

821,319

750,174

Accumulated deficit

(726,448)

(656,188)

Total stockholders’ equity

94,875

93,989

Total liabilities and stockholders’ equity

$

386,246

$

254,146

See notes to consolidated financial statements

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BLACKSKY TECHNOLOGY INC.

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS

(in thousands, except per share amounts)

Years Ended December 31,

2025

2024

Revenue

Space-based intelligence & AI services

$

65,116

$

70,062

Mission solutions

21,214

5,930

Advanced technology programs

20,245

26,101

Total revenue

106,575

102,093

Costs and expenses

Space-based intelligence & AI services costs, excluding depreciation and amortization

16,592

13,907

Mission solutions costs, excluding depreciation and amortization

10,941

4,952

Advanced technology programs costs, excluding depreciation and amortization

7,770

8,573

Selling, general and administrative

87,397

74,069

Research and development

433

1,344

Depreciation and amortization

30,343

43,536

Operating loss

(46,901)

(44,288)

Loss on derivatives

(8,012)

(2,815)

Income on equity method investments

—

879

Loss on debt extinguishment

(4,140)

—

Interest income

3,804

1,560

Interest expense

(14,946)

(12,187)

Other income, net

60

3

Loss before income taxes

(70,135)

(56,848)

Income tax expense

(125)

(370)

Net loss

(70,260)

(57,218)

Other comprehensive income

—

—

Total comprehensive loss

$

(70,260)

$

(57,218)

Basic and diluted loss per share of common stock:

Net loss per share of common stock

$

(2.09)

$

(2.67)

See notes to consolidated financial statements

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BLACKSKY TECHNOLOGY INC.

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY

(in thousands)

Year Ended December 31, 2025

Common Stock

Additional Paid-In

Accumulated

Total Stockholders'

Shares

Amount

Capital

Deficit

Equity

Balance as of January 1, 2025

30,663

$

3

$

750,174

$

(656,188)

$

93,989

Stock-based compensation

—

—

14,891

—

14,891

Issuance of common stock upon exercise of stock options and ESPP shares purchased

63

—

2,009

—

2,009

Issuance of common stock upon exercise of common stock warrants

611

1

16,078

16,079

Issuance of common stock upon vesting of restricted stock units

1,028

—

—

—

—

Issuance of common stock, net of equity issuance costs

3,673

—

40,876

—

40,876

Withholding of stock units to satisfy tax withholding obligations upon the vesting of restricted stock units and exercise of stock options

(108)

—

(2,709)

—

(2,709)

Net loss

—

—

—

(70,260)

(70,260)

Balance as of December 31, 2025

35,930

$

4

$

821,319

$

(726,448)

$

94,875

Year Ended December 31, 2024

Common Stock

Additional Paid-In

Accumulated

Total Stockholders'

Shares

Amount

Capital

Deficit

Equity

Balance as of January 1, 2024

17,855

$

2

$

692,127

$

(598,970)

$

93,159

Stock-based compensation

—

—

11,724

—

11,724

Issuance of common stock upon exercise of stock options and ESPP shares purchased

64

—

308

—

308

Issuance of common stock upon vesting of restricted stock awards

3

—

—

—

—

Issuance of common stock upon vesting of restricted stock units

852

—

—

—

—

Issuance of common stock, net of equity issuance costs

11,999

1

46,982

—

46,983

Withholding of stock units to satisfy tax withholding obligations upon the vesting of restricted stock units and exercise of stock options

(110)

—

(967)

—

(967)

Net loss

—

—

—

(57,218)

(57,218)

Balance as of December 31, 2024

30,663

$

3

$

750,174

$

(656,188)

$

93,989

See notes to consolidated financial statements

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BLACKSKY TECHNOLOGY INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(in thousands)

Years Ended December 31,

2025

2024

Cash flows from operating activities:

Net loss

$

(70,260)

$

(57,218)

Adjustments to reconcile net loss to net cash used in operating activities:

Depreciation and amortization expense

30,343

43,536

Transfer of satellite work in process to mission solutions costs

8,542

334

Operating lease right of use assets amortization

611

583

Loss on debt extinguishment

4,140

—

Stock-based compensation expense

14,232

11,169

Amortization of debt issuance costs and non-cash interest expense

3,812

9,207

Paid in kind interest at time of debt extinguishment

(29,079)

—

Loss on derivatives

8,012

2,815

Non-cash interest income

(2,565)

(1,074)

Income on equity method investment

—

(879)

Other

234

320

Changes in operating assets and liabilities:

Accounts receivable

(19,469)

(7,775)

Contract assets - current and long-term

(313)

(4,989)

Prepaid expenses and other current assets

(8,188)

556

Other assets

—

2,428

Accounts payable and accrued liabilities

(9,386)

(4,080)

Other current liabilities

13,059

(356)

Contract liabilities - current and long-term

28,160

(978)

Other liabilities

(196)

17

Net cash used in operating activities

(28,311)

(6,384)

Cash flows from investing activities:

Purchase of property and equipment

(16,212)

(15,678)

Satellite work in process

(30,348)

(34,558)

Purchases of short-term investments

(127,785)

(52,860)

Proceeds from maturities of short-term investments

87,750

34,225

Cash received from business acquisition

—

541

Net cash used in investing activities

(86,595)

(68,330)

Cash flows from financing activities:

Proceeds from issuance of debt

185,000

20,000

Proceeds from equity issuances, net of equity issuance costs

40,829

47,009

Proceeds from warrants exercised

10,753

—

Proceeds from options exercised and ESPP shares purchased

2,009

308

Repayments of debt

(84,502)

(10,000)

Payments for debt issuance costs

(7,304)

(632)

Withholding tax payments on vesting of restricted stock units

(2,709)

(967)

Payments for deferred offering costs

—

(60)

Net cash provided by financing activities

144,076

55,658

Net increase (decrease) in cash, cash equivalents, and restricted cash

29,170

(19,056)

Cash, cash equivalents, and restricted cash – beginning of year

14,378

33,434

Cash, cash equivalents, and restricted cash – end of year

$

43,548

$

14,378

See notes to consolidated financial statements

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The following table provides a reconciliation of cash, cash equivalents, and restricted cash reported within the consolidated balance sheets that sum to the total of the same such amounts shown in the consolidated statements of cash flows:

December 31,

2025

2024

Cash and cash equivalents

$

42,445

$

13,056

Restricted cash

1,103

1,322

Total cash, cash equivalents, and restricted cash

$

43,548

$

14,378

Years Ended December 31,

2025

2024

(in thousands)

Supplemental disclosures of cash flow information:

Cash paid for interest

$

33,978

$

2,523

Cash paid for income taxes

197

476

Supplemental disclosures of non-cash financing and investing information:

Vendor financed satellite launch costs

$

19,700

$

6,000

Transfer of satellite work in process to mission solutions costs

8,542

334

Additions of equipment and other satellite procurement costs accrued but not yet paid

5,558

1,117

Accretion of short-term investments' discounts and premiums

2,565

1,074

Capitalized depreciation expense

1,182

177

Capitalized interest

631

—

Capitalized stock-based compensation

659

555

Deferred offering costs accrued but not yet paid

357

54

Adjustments to goodwill for changes in the preliminary purchase price allocation

19

—

Increase of debt principal for paid-in-kind interest

—

8,456

Transfer of satellite work in progress to inventories

—

5,997

Equity issuance costs accrued but not yet paid

—

46

See notes to consolidated financial statements

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BLACKSKY TECHNOLOGY INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2025

1. Organization and Business

BlackSky Technology Inc. (“BlackSky” or the “Company”), headquartered in Herndon, Virginia, is a space technology company that delivers real-time imagery, analytics and high-frequency monitoring along with solutions that allow customers the ability to acquire, own, and operate their own customized satellite(s) and space-to-ground system(s). The Company owns and operates an advanced purpose-built commercial, real-time intelligence system that combines the power of the BlackSky Spectra tasking and analytics software platform and the Company's proprietary high-resolution low earth orbit (“LEO”) small satellite constellation. The constellation is optimized to cost-efficiently capture imagery at high revisit rates where and when customers need it. The BlackSky Spectra software platform processes millions of observations a day by integrating data from the Company's proprietary satellite constellation and from other third-party sensors such as synthetic aperture radar and radio frequency satellites, millions of GPS-enabled terrestrial data sources and Internet of Things (“IoT”) connected devices. BlackSky Spectra applies advanced, proprietary artificial intelligence (“AI”) and machine learning (“ML”) techniques to process, analyze, and transform these raw feeds into actionable intelligence via alerts, information, and insights. Customers can access BlackSky Spectra's software platform and its data and analytics through easy-to-use web services or through platform application programming interfaces. BlackSky delivers a comprehensive suite of space-based intelligence products and services through three integrated revenue streams—space-based intelligence & AI services, mission solutions, and advanced technology programs.

BlackSky has three primary operating subsidiaries, BlackSky Global LLC, BlackSky Geospatial Solutions, LLC, and BlackSky Satellite Systems LLC, f/k/a LeoStella LLC, ("BlackSky Satellite Systems" or “LeoStella”). In November 2024, the Company acquired the remaining 50% of the common units of LeoStella, which was previously a joint venture with Thales Alenia Space US Investment LLC (“Thales”) and accounted for as an equity method investment. BlackSky Satellite Systems is now a wholly-owned subsidiary of the Company. BlackSky Satellite Systems is a vertically-integrated small satellite design and manufacturer based in Tukwila, Washington. This acquisition allowed the Company to improve its control over the Gen-3 supply chain and production operations in the short term and to expand the Company’s product offerings in the long term. See Note 7—"Business Acquisition" for further detail.

In July 2025, the Company issued $185.0 million aggregate principal amount of Convertible Senior Notes due August 1, 2033 (the “Convertible Senior Notes”) in a private offering. See Note 15—"Debt and Other Financing" for further detail.

During the year ended December 31, 2025, the Company issued and sold shares of Class A common stock as part of the Company's at-the-market (“ATM”) offering program. The Company sold 3.7 million shares from the ATM offering program at an average purchase price per share of $11.56, resulting in gross proceeds of $42.5 million during the year ended December 31, 2025. During the year ended December 31, 2025, the Company incurred ATM transaction costs totaling $1.6 million, which primarily consisted of commissions, and which have been recorded as a reduction to additional paid-in capital in the consolidated statements of changes in stockholders’ equity and consolidated balance sheets.

2. Basis of Presentation and Summary of Significant Accounting Policies

Basis of Preparation

The Company has prepared its consolidated financial statements in accordance with Generally Accepted Accounting Principles in the United States of America (“GAAP”) and the instructions to Form 10-K and Article 8 of Regulation S-X of the Securities and Exchange Commission (the “SEC”). The accompanying consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries. As noted in Note 1 - "Organization and Business" and Note 7 - "Business Acquisition", on November 6, 2024, the Company

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acquired the remaining 50% of the common units of BlackSky Satellite Systems, f/k/a LeoStella, which is now a wholly-owned subsidiary of BlackSky. Prior to the acquisition, the Company's consolidated financial statements included the Company’s proportionate share of the earnings or losses of its equity method investments and a corresponding increase or decrease to its investments, with recorded losses limited to the carrying value of the Company’s investments. All intercompany transactions and balances have been eliminated upon consolidation.

The Company’s consolidated financial statements have been prepared on a historical cost basis, except for certain financial assets and liabilities, including derivative financial instruments, that are stated at fair value. Unless otherwise indicated, amounts presented in the Notes pertain to the Company’s continuing operations.

Effective January 1, 2025, the Company reclassified its captions on the consolidated statements of operations and comprehensive loss to better align with the Company’s increasing portfolio of mission solutions product offerings and advanced technology program service offerings. Revenue and costs that were previously classified as imagery & software analytical services are now classified as space-based intelligence & AI services. Professional & engineering services are now either classified as mission solutions if they are related to the Company's product offerings or advanced technology programs if they are related to the Company's service offerings. As a result, for the year ended December 31, 2024, the amounts presented have been reclassified to conform to the current year presentation.

Use of Estimates

The preparation of the consolidated financial statements requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingencies at the reporting date, and the reported amounts of revenue and expenses during the reporting period. These estimates are based on management’s best knowledge of current events and actions the Company may undertake in the future. Actual results could materially differ from these estimates. Significant estimates made by the Company include, but are not limited to, revenue and associated cost recognition, the collectability of accounts receivable, the recoverability and useful lives of intangible assets and property and equipment, the valuation of equity warrants and warrant liabilities, fair value estimates, the recoverability of goodwill and intangible assets, the provision for income taxes, the incremental borrowing rate to measure the operating lease right of use assets, the effective interest rate of the vendor financing agreement, the fair value of assets acquired and liabilities assumed of a business combination, the capitalization of interest, stock-based compensation, and the obsolescence of satellite work in process and inventory.

Cash and Cash Equivalents

Cash and cash equivalents are comprised of cash in banks and highly liquid investments with original maturities of three months or less.

Restricted Cash

The Company classifies cash as restricted when the cash is unavailable for withdrawal or usage for general operations. Restricted cash represents certificates of deposits held by a bank as a compensating balance for letters of credit that are required by certain contracts with customers and cash collateral for leasing arrangements.

Investments

The Company invests in short-term investments, which generally consist of A-1, or higher, rated corporate debt and governmental securities. The investments are classified as held-to-maturity and have a stated maturity date of one year or less from the balance sheet date. Any investments with original maturities less than three months are considered cash equivalents.

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As of December 31, 2025 and 2024, the Company’s short-term investments had a carrying value, representing amortized cost, of $82.0 million and $39.4 million, respectively, and an aggregate fair value, representing a Level 1 measurement based off of the fair value hierarchy, of $82.1 million and $39.4 million, respectively.

Accounts Receivable - net

Accounts receivable represent customer obligations due to the Company for the purchase of our products and services under normal trade terms, without collateral. Most of the Company's sales are with domestic and international government and agencies, which limits uncollectible accounts receivable. The Company reviews accounts receivable on a periodic basis to determine collectability. The Company reserves for any accounts receivable balances that are determined to be uncollectible as an allowance for doubtful accounts. After all attempts to collect an accounts receivable have failed, the accounts receivable balance is written off against the allowance for doubtful accounts. The Company assessed all existing accounts receivable and recorded an allowance for doubtful accounts of $50 thousand and $45 thousand as of December 31, 2025 and 2024, respectively.

Inventories

Inventories are production costs associated with anticipated future revenue contracts. As of December 31, 2025 and 2024, the Company had $6.2 million and $6.0 million, respectively, of work in process inventory. Inventories are stated on a consistent basis at the lower of historical cost or net realizable value. Net realizable value is determined as the estimated selling price in the ordinary course of business, less reasonably predictable costs of completion, disposal, and transportation. The Company estimates future sales and will write down excess inventories as needed. The Company had a reserve of $0 for inventory as of December 31, 2025 and 2024. The Company’s estimates of future sales are based on confirmed and expected customer contracts. The carrying values of inventories approximated their fair values as of December 31, 2025 and 2024.

Prepaid Expenses and Other Current Assets

Prepaid expenses are advance payments made in the ordinary course of business and are amortized on a straight-line basis over the period of benefit. As of December 31, 2025, the Company recognized expected insurance recoveries as a current asset. These expected insurance recoveries relate to a contingent liability for an ongoing claim that is expected to be resolved within insurance limits. See Note 23—“Commitments and Contingencies” for additional information on the contingent liability. The carrying values of prepaid expenses and other current assets approximated their fair values as of December 31, 2025 and 2024

Property and Equipment - net

Property and equipment are stated at cost, less accumulated depreciation. In the consolidated statements of operations and comprehensive loss, the Company recognizes depreciation expense on a straight-line basis over the estimated useful life of the asset to its residual value.

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The estimated useful lives are as follows:

Estimated useful lives (years)

Satellites

3 - 5

Capitalized software

3

Office furniture and fixtures

5

Production and engineering equipment

3 - 6

Computer equipment and software

3

Site and other equipment

3 - 4

Leasehold improvements

shorter of useful life or remaining lease term

Capitalized satellite costs include material costs, labor costs incurred from the start of the pre-acquisition stage through the construction stage, insurance, interest, and the costs incurred to launch the satellite into orbit for its intended use. Labor costs incurred prior to and after the pre-acquisition and construction stages are charged to expense. Once the satellite has reached orbit and makes contact with the Company's network, the Company commences depreciation. The designated useful life of the Company's satellites is recognized using the straight-line method. Subsequent to launch, the Company's satellites must meet certain performance and operational criteria to be deemed commercially viable. If the criteria are not met, the Company assesses the satellite for impairment.

The Company capitalizes internal and external costs that are incurred to develop and implement internal-use software, which consist primarily of costs related to design, coding, and testing. Internal costs include salaries and allocations of fringe and stock-based compensation for employees developing our internal-use software. When such software is ready for its intended use, capitalization ceases and costs are amortized on a straight-line basis over the estimated life to either depreciation or cost of sales depending on the nature of the software. Costs incurred prior to and after the application development stage are charged to expense. The Company regularly reviews its capitalized software projects for impairment.

Leases

The Company leases office space under various non-cancellable operating leases with varying lease expiration dates through 2036. Several leases contain renewal options and termination options that were not reasonably certain to be exercised upon inception of the lease and are not included in the lease expiration dates. The Company determines whether a contract is or contains a lease and, if applicable, whether the lease should be classified as an operating or finance lease at contract inception.

Operating leases are included in the following lines in the consolidated balance sheets: operating lease right-of-use (“ROU”) assets, current portion of operating lease liabilities, and long-term operating lease liabilities.

ROU assets represent the Company’s right to use the underlying assets for the lease term, whereas lease liabilities represent the Company’s obligation to make lease payments arising from its leases. ROU assets and lease liabilities are recognized at the commencement date of a lease based on the present value of lease payments over the lease term. The Company uses the implicit rate when readily determinable. For leases where the rate is not determinable, the Company determines the incremental borrowing rate. The Company does not recognize a ROU asset and a lease liability for leases with an initial term of 12 months or less; the Company recognizes lease expense for these leases on a straight-line basis over the lease term.

Many of the Company’s lease agreements contain incentives for tenant improvements. For tenant improvement incentives received, if the incentive is determined to be a leasehold improvement owned by the lessee, the Company generally records the incentives as a reduction to the ROU asset, which reduces rent expense over the lease term. For these lease incentives, the Company uses the date of initial possession as the

99

commencement date, which is generally when the Company is given the right of access to the space and begins to make improvements in preparation for intended use. The Company’s lease arrangements may also contain multiple lease components, such as fixed rent payments and non-lease components, such as common-area maintenance (“CAM”) costs. The Company elected not to separate the lease and non-lease components for new and modified leases executed after the adoption date. The Company's variable lease expense primarily consists of CAM expenses paid directly to lessors of real estate leases. Finance leases are not material to the Company's consolidated financial statements and the Company is not a lessor in any material arrangements. The Company does not have any material restrictions or covenants in its lease agreements, sale-leaseback transactions, land easements or residual value guarantees.

Goodwill, Intangible Assets - net, and Other Long-Lived Assets

Goodwill

Goodwill represents the excess of purchase price in a business acquisition over the fair value of the identifiable assets acquired less the liabilities assumed in a business acquisition.

Goodwill is tested annually for impairment, as of October 1, or more frequently if events or circumstances indicate that the carrying value of goodwill may be impaired. Goodwill is tested for impairment at the reporting unit level by first taking a qualitative approach to determine whether it is more likely than not that a reporting unit's fair value is less than its carrying value. If the Company determines that it is more likely than not that a reporting unit's fair value is less than its carrying amount, the Company then compares the reporting unit’s carrying amount to the fair value of the reporting unit. If the carrying amount of the reporting unit exceeds its fair value, an impairment loss is recognized in an amount equal to that excess. In testing for goodwill impairment, the Company may utilize a mix of income and market approaches that include the use of comparable multiples of publicly traded companies whose services are comparable to ours. The Company concluded it has one reporting unit as of December 31, 2025 with goodwill of $10.3 million.

The Company continuously evaluates whether indicators of impairment exist to determine whether it is necessary to perform a quantitative goodwill impairment test. A significant amount of judgment is involved in determining if an indicator of impairment has occurred. Such indicators may include a significant decline in the Company's common stock value, a significant decline in the Company's expected future cash flows, a significant adverse change in legal factors or in the business climate, unanticipated competition, the testing for recoverability of a significant asset group within a reporting unit, or slower growth rates. Any adverse change in these factors could have a significant impact on the recoverability of goodwill and could have a material impact on the consolidated financial statements.

Long-Lived Assets and Intangible Assets

The Company reviews long-lived assets, including intangible assets, property and equipment, satellite work in process and other long-term assets, for impairment whenever events or changes in circumstances indicate that the carrying amounts of the assets may not be fully recoverable. Significant judgments in this area involve determining whether a triggering event has occurred and determining the future cash flows for assets involved. A triggering event for assessing impairment can be a change in the estimated useful life of an intangible asset. Once a triggering event is identified and we conduct an analysis for impairment, we compare the undiscounted cash flows expected to be generated from the long-lived assets (or asset group) to the related net book values. If the undiscounted cash flows exceed the net book value, the long-lived assets are not impaired. If the net book value exceeds the undiscounted cash flows, we measure and recognize an impairment charge based upon the difference between the carrying value of long-lived assets (or asset group) and their fair value.

Finite-lived intangible assets include various assets that are subject to amortization, including trade names, trademarks, and customer relationships. Such intangible assets are amortized on a straight-line basis over their estimated useful lives. The estimated useful lives of the Company's finite-lived intangible assets are as follows:

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Estimated useful lives (years)

Trade names and trademarks

2

Customer relationships

10

Indefinite life intangible assets are made up of in-process research and development, which has an indefinite life until development is complete. These assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amounts of the assets may not be fully recoverable.

Satellite Work in Process

Satellite work in process primarily represents amounts paid to third party vendors for components to manufacture the Company's satellites, internal labor costs incurred to develop and integrate the Company's satellites, including salaries and allocations of fringe and stock-based compensation, launch and launch-related costs provided by third-party vendors and capitalized interest. The Company calculates capitalized interest using the weighted average of the stated interest rates of all the financing arrangements in place, based on the amount of cash paid for capital expenditures.

Satellite work in process capitalized, but not yet paid, is recognized as the Company has the rights to the in-process assets being engineered on the Company's behalf or a refund of amounts paid to date, less certain costs. At launch, these costs, and other costs incurred to put a satellite into service, are aggregated and reclassified as property and equipment, subject to depreciation (Note 9). Since the acquisition of BlackSky Satellite Systems, the Company capitalizes depreciation on assets that are used directly in the production of the satellites. Capitalized depreciation expense is recorded as satellite work in process and will begin depreciation once the satellite is placed into service. At times, the Company may assign certain incurred work in process costs to a customer customized satellite procurement contract and will transfer those costs from satellite work in process to mission solutions costs, excluding depreciation and amortization in the consolidated statements of operations and comprehensive loss; these amounts are also presented as transfer of satellite work in process to mission solutions costs in the consolidated statements of cash flows.

Equity Method Investments

As noted in Note 1 and Note 7, in November 2024, the Company acquired the remaining 50% of the common units of BlackSky Satellite Systems, f/k/a LeoStella, which is now a wholly-owned subsidiary of the Company. Prior to the acquisition, the Company had the ability to exercise significant influence, but not control, over LeoStella and accounted for it under the equity method of accounting, including it as an investment in equity method investees on the Company's consolidated balance sheets.

Significant influence typically exists if a Company has a 20% to 50% ownership voting interest in the investee or retains a voting seat on the investee's board of directors. In evaluating whether the Company had significant influence, the Company considered the nature of its ownership interest in the investee, as well as other factors that may have given the Company the ability to exercise significant influence over the investee's operating and capital financial policies. Under the equity method of accounting, the Company's share of the net earnings or losses of the investee were included in the Company's consolidated statements of operations and comprehensive loss. Other than the gain related to the step up acquisition, the Company did not record any percentage of BlackSky Satellite System's, f/k/a LeoStella's, estimated net loss during the year ended December 31, 2024 since the investment in LeoStella was $0 as of December 31, 2023.

Contingent Liabilities

The Company may become involved in litigation or other financial claims in the normal course of its business operations. The Company periodically analyzes currently available information relating to these claims, assesses the probability of loss, and provides a range of possible outcomes when it believes that sufficient and appropriate information is available. The Company accrues a liability for those contingencies

101

where the occurrence of a loss is probable and the amount can be reasonably estimated. If a loss is probable and a range of amounts can be reasonably estimated but no amount within the range is a better estimate than any other amount in the range, then the minimum of the range is accrued. The Company does not accrue a liability when the likelihood that the liability has been incurred is believed to be probable but the amount cannot be reasonably estimated or when the likelihood that a liability has been incurred is believed to be only reasonably possible or remote. For contingencies where an unfavorable outcome is reasonably possible and the impact could potentially be material, the Company discloses the nature of the contingency and, where feasible, an estimate of the possible loss or range of loss.

Debt Issuance Costs and Debt Discount

Debt issuance costs are capitalized and amortized to interest expense using the effective interest method over the life of the related debt. Short-term and long-term debt are presented net of the unamortized debt issuance costs and debt discount in the consolidated balance sheets.

Fair Value of Financial Instruments

The Company accounts for certain assets and liabilities at fair value. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date.

The process for analyzing the fair value measurement of certain financial instruments on a recurring, or non-recurring, basis includes significant judgment and estimates of inputs including, but not limited to, share price, volatility, discount for lack of marketability, application of an appropriate discount rate, and probability of liquidating events. The Company utilizes the market valuation methodology and specific option pricing methodology, such as the Monte Carlo simulation, to value its more complex financial instruments, whereas the Company utilizes the Black-Scholes option-pricing model to value standard common stock warrants and common stock options.

The framework for measuring fair value specifies a hierarchy of valuation techniques based on whether the inputs to those valuation techniques are observable or unobservable. Observable inputs reflect market data obtained from independent sources, while unobservable inputs reflect the Company's assumptions. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurement) and the lowest priority to unobservable inputs (Level 3 measurement).

The three levels of the fair value hierarchy are as follows:

Level 1 Inputs. Inputs are unadjusted quoted prices in active markets for identical assets or liabilities available at the measurement date.

Level 2 Inputs. Inputs are unadjusted quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets and liabilities in markets that are not active, inputs other than quoted prices that are observable, and inputs derived from or corroborated by observable market data.

Level 3 Inputs. Inputs are unobservable inputs which reflect the Company’s own assumptions on what assumptions market participants would use in pricing the asset or liability based on the best available information.

Revenue Recognition

The Company generates revenue from the sale of space-based intelligence & AI services, mission solutions, and advanced technology programs. Revenue generated from space-based intelligence & AI services and advanced technology programs is classified as service revenue and revenue generated from mission solutions is classified as product revenue. Space-based intelligence & AI services revenue is largely generated from subscription contracts with domestic and international government agencies and includes imagery, data, software, and analytics. This revenue is primarily recognized from services rendered under non-cancellable subscription order agreements or, in limited circumstances, variable not-to-exceed purchase orders. Mission

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solutions revenue is generated from firm-fixed price long-term engineering and construction contracts related to the Company's product offerings. Advanced technology programs revenue is primarily generated from firm fixed price service solutions, cost-plus service contracts and on a time and materials basis.

In accordance with Accounting Standards Update No. 2014-09, “Revenue from Contracts with Customers (Topic 606)” (“Accounting Standards Codification (“ASC”) 606”), the Company uses the five-step model of identifying the contract with a customer, identifying the performance obligations contained in a contract, determining the transaction price, allocating the transaction price, and determining when performance obligations are satisfied. Application of this model requires the application of significant judgment, as further discussed below.

Revenue is measured as the fair value of consideration received or receivable and net of discounts. The Company applies a policy election to exclude transaction taxes collected from customer sales when the tax is both imposed on and concurrent with a specific revenue-producing transaction. The Company estimates any variable consideration, and whether the transaction price is constrained, upon execution of each contract. Variable consideration is estimated as the most likely amount that is dependent upon the occurrence or non-occurrence of a future event. We continually review, and may reassess, the transaction price based on forecasted service level provisions within a limited amount of our customer purchase orders, costs incurred to date and historical experience. As a result, we may update our estimated constraints on revenue, which are generally provided on a prospective basis. The Company did not have any active contracts with significant variable consideration as of December 31, 2025.

Space-Based Intelligence and AI Services Revenue

Space-based intelligence & AI services revenue include imagery delivered from the Company’s proprietary satellite constellation and BlackSky Spectra software platform and in, limited cases, imagery directly uploaded to certain customers. Customers can directly task the Company's proprietary satellite constellation to collect and deliver imagery over specific locations, sites and regions that are critical to their operations. The Company offers customers several service level subscription options that include on-demand tasking or multi-year assured access programs. Assure access customers can secure priority access and imaging capacity at a premium over a region of interest on a take or pay basis. Imagery revenue is recognized over the subscription period based on the promise to continuously provide contractual satellite capacity for tasked imagery or analytics at the discretion of the customer. These products, based on the context of the contract, are capable of being distinct performance obligations.

The Company leverages proprietary AI and ML algorithms to analyze data coming from both the Company’s proprietary sensor network and third-party space and terrestrial sources to provide hard-to-get data, insights, and analytics for customers. The Company continues to integrate and enhance its offerings by performing contract development, while retaining the intellectual property rights. The Company also offers services related to object, change and anomaly detection, site monitoring, and enhanced analytics services that can detect key pattern of life changes in critical locations such as ports, airports, and construction sites; retail activity; commodities stockpiles; and other sites that contain critical commodities and supply chain inventory.

The Company's analytics services are also offered on a similar subscription basis and provide customers with access to the Company's site monitoring, event monitoring and global data services. Analogous with the recognition of revenue for imagery, software analytical services revenue is recognized ratably over the subscription period.

Mission Solutions Revenue

The Company provides mission solutions, which develop and deliver customized advanced satellite and payload systems for a limited number of customers, leveraging the Company’s capabilities in mission systems engineering and operations. These offerings furnish government customers with an end-to-end pathway to customized sovereign space-based intelligence capabilities, enabling nations to accelerate the development, launch, and operation of their own space programs with full autonomy and control, ground station operations,

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and software and systems development. Mission solutions revenue is generated from cost-plus contracts and firm fixed price long-term engineering and development contracts.

Advanced Technology Programs Revenue

The Company offers various advanced technology programs, including technology enabled professional service solutions to support customer-specific software development requests, integration, testing, and training. These services, based on the context of the contract, are capable of being distinct performance obligations.

Advanced technology programs revenue is primarily generated from cost-plus contracts, and time and materials basis contracts and firm-fixed price service solutions contracts. For contracts structured as cost-plus or on a time and materials basis, the Company recognizes revenue based on the right-to-invoice when practically expedient, as the Company is contractually able to invoice the customer based on the control transferred to the customer in an amount that corresponds directly with the value to the customer of the Company’s performance completed to date.

Estimate at Completion ("EAC") Adjustments

For firm fixed price mission solutions and advanced technology programs contracts, the Company recognizes revenue over time using the cost to cost input method to measure progress to complete the performance obligation. A performance obligation's EAC includes all direct costs such as labor, fringe, materials, subcontract costs and overhead. The Company uses significant judgment to estimate total costs at completion on a performance obligation by performance obligation basis including, but not limited to, labor productivity, program schedule, technical risk analysis, complexity, scope of the work and identified risks. Due to the continuous nature of the work, as well as when a change in circumstances warrants a modification, the EAC is reviewed and may result in cumulative changes to the contract profit. The Company recognizes changes in estimated contract sales or costs and the resulting changes in contract profit on a cumulative basis in the period in which the change is identified. If, at any time, the estimate of contract profitability indicates a probable anticipated loss on a contract, the Company recognizes the total loss as and when known. The following table presents the effect of aggregate net EAC adjustments on the Company's contracts:

Years Ended December 31,

2025(1)

2024(2)

(in thousands)

Revenue

$

8,504

$

1

Basic and diluted net loss per share

$

0.25

$

0.00

(1) The year ended December 31, 2025 included an incremental change in a performance obligation of $7.8 million from a contract modification of an existing advanced technology programs contract. The remaining EAC adjustments are not individually significant to the Company.

(2) The year ended December 31, 2024 included a favorable EAC adjustment of $1.1 million for an existing advanced technology programs contract. The remaining EAC adjustments are not individually significant to the Company.

Costs and Expenses

Space-based intelligence & AI services costs primarily include cloud computing and hosting services, internal labor to support the ground station network and space operations, and third-party data and imagery. Mission solutions costs primarily include the cost of direct materials to build and test specific components, such as the communications system, payloads, and sensor integration, as well as internal labor for design and engineering in support of long-term development contracts for customized customer satellites and payload systems. The Company also recognizes internal labor costs and external subcontract labor costs for its

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customer-centric software products. Advanced technology programs costs primarily include the cost of internal labor for service solutions that enhance customer adoption and operational integration of our technology.

Additionally, the Company recognizes stock-based compensation expense for those employees who provide direct labor to support the Company's product and service offerings.

Research and Development Costs

The Company incurs research and development costs, which are expensed as incurred, for researching next generation space and ground architectures in support of its long-term strategy. With the Company's acquisition of BlackSky Satellite Systems, f/k/a LeoStella, in November 2024, research and development expense also includes investments in next generation satellite design and functionality. In addition, the Company recognizes costs incurred before the technological feasibility stage for internal projects, such as aerospace and other satellite developments, as research and development costs.

Advertising Costs

Advertising costs are expenses associated with promoting the Company’s services and products. Advertising costs are expensed as incurred and included in selling, general and administrative expenses in the accompanying consolidated statements of operations and comprehensive loss. For the years ended December 31, 2025 and 2024, advertising costs were $2.0 million and $1.6 million, respectively.

Income Taxes

The Company accounts for income taxes following the asset and liability method, which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the consolidated financial statements. Under this method, deferred tax assets and liabilities are determined based on differences between the consolidated financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on the deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enacted date.

The Company measures deferred tax assets based on the amount that the Company believes is more likely than not to be realized. In making such a determination, the Company considers all available positive and negative evidence, including reversals of existing taxable temporary differences, tax-planning strategies, and historical results of recent operations. In evaluating the objective evidence that historical results provide, the Company considers three trailing years of cumulative operating income or loss. Valuation allowances are provided, if, based upon the weight of the available evidence, it is more likely than not that some or all of the deferred tax assets will not be realized. A full valuation allowance was recorded against the deferred tax assets as of December 31, 2025 and 2024. Changes in tax laws and rates may affect recorded deferred tax assets and liabilities and the Company's effective tax rate in the future.

The Company believes that its tax positions comply with applicable tax law. The Company may recognize the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position.

The Company's income tax expense or benefit, liability and/or receivable, deferred tax assets and liabilities, and liabilities for uncertain tax benefits reflect management’s best assessment of estimated current and future taxes to be paid or received.

Sponsor Shares

On September 9, 2021, BlackSky's predecessor company, Osprey Technology Acquisition Corp. (“Osprey”), completed its merger (the “Merger”) with Osprey Technology Merger Sub, Inc., a wholly-owned

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subsidiary of Osprey, and BlackSky Holdings, Inc. Osprey pre-Merger Class B common shares were exchanged for shares of the Company’s Class A common stock (the "Sponsor Shares") upon completion of the Merger. The Company accounted for the Sponsor Shares in accordance with the guidance contained in ASC 815-40, under which the Sponsor Shares did not meet the criteria for equity treatment and were recorded as derivative liabilities in the Company’s consolidated balance sheets as of December 31, 2025. The Sponsor Shares are adjusted to fair value at each reporting period and any net gains or losses in the change in fair value are recognized in loss on derivatives in the Company’s consolidated statements of operations and comprehensive loss.

Stock-Based Compensation

Restricted Stock Units

The Company grants restricted stock units ("RSUs") to certain employees, for which the grant date fair value is equal to the fair value of the Class A common stock on the date of grant. In order to determine the fair value of its Class A common stock on the date of grant prior to the Merger, the Company historically performed a valuation analysis using a combination of market and income approaches. Subsequent to the Merger, the Company uses the New York Stock Exchange (“NYSE”) trading price as the fair value of the Class A common stock for valuation purposes. For all awards where vesting is only subject to a service condition, including those subject to graded vesting, the Company has elected to use the straight-line method to recognize the fair value as compensation cost over the requisite service period.

Certain of the Company’s RSUs had performance vesting conditions that were triggered upon the consummation of the Merger. Therefore, since the performance conditions attributable to these RSUs had been met, the Company commenced recording the associated compensation expense, inclusive of a catch-up amount for the service period between their grant date and satisfaction of the performance condition, as of the closing of the Merger. The fair value of the RSUs that included a performance condition was recognized as compensation expense over the requisite service period using the accelerated attribution method, which accounts for RSUs with discrete vesting dates as if they were separate awards. The Company has not issued any RSUs with performance conditions since 2021 and there were no such RSUs outstanding as of December 31, 2025. Expense related to stock-based payments is classified in the consolidated statements of operations and comprehensive loss based upon the classification of each employee's cash compensation.

Stock Options

The Company uses the Black-Scholes option pricing model to value all options, including stock options and options issued under the 2021 Employee Stock Purchase Plan ("ESPP"), and the straight-line method to recognize the fair value as compensation cost over the requisite service period. The fair value of each option is estimated as of the date of grant. The Company granted stock options during the year ended December 31, 2025 and used the following inputs when applying the Black-Scholes option pricing model:

Expected Dividend Yield: The Black-Scholes valuation model requires an expected dividend yield as an input. The dividend yield is based on historical experience and expected future changes. The Company has not historically paid and currently has no plans to pay dividends on its Class A common stock.

Expected Volatility: The Company does not have sufficient historical share price history; therefore, the Company estimated expected volatility based upon the historical share price volatility of guideline comparable companies.

Risk-free Interest Rate: The Company used the yield on actively traded non-inflation indexed U.S. Treasury notes to extrapolate an average risk-free interest rate based on the expected term of the underlying grants.

Expected Term: For options granted since 2021, as there is not a significant history of option exercises as a public company, the Company considered the stock option vesting terms and contractual period, as well as the demographics of the holders, in estimating the expected term. The Company will review its estimate in the future and adjust it, if necessary, due to changes in the Company’s historical exercises.

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The most significant assumption used to determine the fair value of Legacy BlackSky's equity-based awards was the estimated fair value of the Legacy BlackSky Class A common stock on the grant date. Prior to the Merger, in order to determine the fair value of its Class A common stock on the date of grant. Legacy BlackSky historically relied on a valuation analysis performed using a combination of market and income approaches. After the Merger, the Company uses the NYSE trading price as the fair value of the Company's Class A common stock for valuation purposes.

Warrant Liabilities

In October 2019, Osprey, BlackSky's predecessor company and a special purpose acquisition company, issued 2.0 million public warrants and 1.0 million Private Placement Warrants in connection with its public offering. In March 2023, the Company issued 2.1 million Private Placement Warrants in connection with a private placement of shares of Class A common stock and accompanying warrants. The Company accounts for its warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance in ASC 480, “Distinguishing Liabilities from Equity” (“ASC 480”) and ASC 815, “Derivatives and Hedging” (“ASC 815”). The assessment considers whether the warrants are freestanding financial instruments that would require classification as a liability under ASC 480, as well as whether the warrants qualify for equity classification or require liability classification after consideration of the guidance and criteria outlined in ASC 815, including whether the warrants are indexed to the Company’s own common shares and whether the warrant holders could potentially require “net cash settlement” in a circumstance outside of the Company’s control, among other conditions that impact classification. This assessment, which requires the use of professional judgment, is conducted at the time of warrant issuance.

For issued or modified warrants that meet all of the criteria for equity classification, the warrants are required to be recorded as a component of additional paid-in capital at the time of issuance. For issued or modified warrants that do not meet all of the criteria for equity classification, the warrants are required to be recorded at their initial fair value on the date of issuance. The Company accounted for the warrants issued in October 2019 and March 2023 in accordance with the guidance contained in ASC 815-40-55-2 as liabilities at their fair value.

As of December 31, 2025, the Company’s consolidated balance sheets included liability classified warrants, reported as derivative liabilities. The Company estimated the fair value of the public warrants as of December 31, 2025 using the public warrants’ quoted market price. The October 2019 and March 2023 Private Placement Warrants were valued using a Black-Scholes option pricing model for initial and subsequent measurements. The liabilities associated with the public warrants and the Private Placement Warrants are subject to re-measurement at each balance sheet date until exercised, and any net gains or losses in the change in fair value is recognized in loss on derivatives in the Company’s consolidated statements of operations and comprehensive loss.

Transaction Costs

The Company incurs underwriting discounts and commissions, legal fees, accounting fees, placement agent fees, and other third-party costs related directly to equity issuances. Transaction costs incurred for equity issuances are allocated to the components of the transaction based on their relative fair market value, including common equity and equity warrants classified as derivatives and, as such, based on the Company's allocation, are either expensed in the consolidated statements of operations and comprehensive loss or recorded as a reduction to additional paid-in capital in the consolidated statements of changes in stockholders’ equity and consolidated balance sheets.

The Company has also incurred lender fees and other incremental third-party costs associated with its debt financing, as described in Note 15. Lender fees have been capitalized and included in either debt - current portion or long-term debt - net of current portion in the consolidated balance sheets, depending on the classification of the associated debt.

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Additionally, the Company incurs legal fees, accounting fees, information technology fees, and other incremental third-party costs, including the business acquisition in 2024, as described in Note 7. Transaction fees are expensed as incurred as selling, general and administrative expenses in the consolidated statements of operations and comprehensive loss.

Deferred Offering Costs

Deferred offering costs consist of legal fees, accounting fees, underwriting fees, and other third-party costs that are directly related to the Company’s future equity offering(s) and will be charged to additional paid in capital upon the completion of the applicable future transactions.

Business Combinations

Business acquisitions are accounted for using the acquisition method of accounting, in accordance with ASC 805, Business Combinations, and are included in the Company's consolidated financial statements from their respective acquisition dates. Assets acquired and liabilities assumed, if any, are measured at fair value on the acquisition date using the appropriate valuation method. Goodwill generated from acquisitions is recognized if the fair value of the purchase consideration transferred, or the fair value of the acquirer’s interest in the acquiree if no consideration is transferred, and any noncontrolling interests is in excess of the net fair value of the identifiable assets acquired and the liabilities assumed. In determining the fair value of identifiable assets, the Company uses various valuation techniques that require it to make estimates and assumptions surrounding projected revenues and costs, future growth, and discount rates.

3. Accounting Standards Updates (“ASU”)

Accounting Standards Recently Adopted

In December 2023, the FASB issued ASU No. 2023-09 Income Taxes (Topic 740): Improvements to Income Tax Disclosures. ASU 2023-09 requires companies to disclose, on an annual basis, specific categories in the effective tax rate reconciliation and provide additional information for reconciling items that meet a quantitative threshold. In addition, ASU 2023-09 requires companies to disclose additional information about income taxes paid. The Company adopted ASU 2023-09 using the retrospective approach during the year ended December 31, 2025. See Note 14—“Income Taxes” for further detail.

Accounting Standards Recently Issued But Not Yet Adopted

In November 2024, the FASB issued ASU No. 2024-03 Disaggregation of Income Statement Expenses. ASU 2024-03 requires disaggregation of certain expense captions into specified categories in disclosures within the footnotes to the financial statements. ASU 2024-03 will be effective for annual periods beginning after December 15, 2026 and interim periods beginning after December 15, 2027 and will be applied on a prospective basis with the option to apply the standard retrospectively. The Company is evaluating the disclosure impact of ASU 2024-03; however, it is not expected that the standard will have a material impact on the Company’s consolidated financial position, results of operations and/or cash flows.

In September 2025, the FASB issued ASU No. 2025-06 Intangibles - Goodwill and Other - Internal-Use Software (Subtopic 350-40): Targeted Improvements to the Accounting for Internal-Use Software. ASU 2025-06 amends certain aspects of the accounting for and disclosure of software costs, primarily modernizing the guidance to reflect the software development approaches currently used. ASU 2025-06 will be effective for annual periods beginning after December 15, 2027 and interim reporting periods within those annual reporting periods. Early adoption is permitted as of the beginning of an annual reporting period. The Company is in the early stages of evaluating the adoption impact and cannot yet reasonably estimate the impact to the consolidated financial statements.

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In December 2025, the FASB issued ASU No. 2025-11 Interim Reporting (Topic 270): Narrow-Scope Improvements. ASU 2025-11 clarifies the applicability of Topic 270 and the form and content of interim financial statements. In addition, ASU 2025-11 requires entities to disclose material events occurring since the last annual reporting period. ASU 2025-11 will be effective for interim periods beginning January 1, 2028, and can be applied on a prospective or retrospective basis. The Company is in the early stages of evaluating the adoption impact and cannot yet reasonably estimate the impact to the consolidated financial statements.

4. Segment Information

The Company’s Chief Operating Decision Maker (“CODM”) as defined under GAAP, who is the Company’s Chief Executive Officer, has determined the allocation of resources and assessed performance based upon the consolidated results of the Company. The CODM has utilized consolidated net loss to assess financial performance and allocate resources. Accordingly, for the years ended December 31, 2025 and 2024, the Company was deemed to be comprised of only one operating segment and one reportable segment. This segment, which comprised the continuing operations of the Company’s single operating and reportable segment, provided space-based intelligence products and services through three integrated revenue streams—space-based intelligence & AI services, mission solutions, and advanced technology programs—along with related costs, primarily consisting of cloud computing and hosting services, direct materials to build and test specific components, and internal labor for service solutions that enhance customer adoption and operational integration of the Company's technology.

Effective January 1, 2025, the Company reclassified its captions on the consolidated statements of operations and comprehensive loss to better align with the Company’s increasing portfolio of mission solutions product offerings and advanced technology program service offerings. See Note 2—"Basis of Presentation and Summary of Significant Accounting Policies" for further detail. The following table presents selected financial information with respect to the Company’s single reportable segment for the years ended December 31, 2025 and 2024:

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Years Ended December 31,

2025

2024

Revenue

Space-based intelligence & AI services

$

65,116

$

70,062

Mission solutions

21,214

5,930

Advanced technology programs

20,245

26,101

Total revenue

106,575

102,093

Costs and expenses

Space-based intelligence & AI services direct labor costs

3,829

2,502

Space-based intelligence & AI services direct materials costs

12,763

11,405

Mission solutions direct labor costs

1,480

1,896

Mission solutions direct materials costs

9,461

3,056

Advanced technology programs direct labor costs

6,481

7,270

Advanced technology programs direct materials costs

1,289

1,303

Salaries and benefit costs

44,359

41,742

Stock-based compensation expense(1)

13,564

10,526

Other segment items(2)

29,907

23,145

Depreciation and amortization

30,343

43,536

Loss on derivatives

8,012

2,815

Loss on debt extinguishment

4,140

—

Income on equity method investments

—

(879)

Interest income

(3,804)

(1,560)

Interest expense

14,946

12,187

Other income, net

(60)

(3)

Income tax expense

125

370

Net loss

$

(70,260)

$

(57,218)

(1) Relates to stock-based compensation expense within selling, general, and administrative costs.

(2) Other segment items included in net loss primarily includes selling, general, and administrative costs and research and development costs.

As of December 31, 2025 and 2024, the Company's segment assets, which are equal to the Company's consolidated assets on the consolidated balance sheets, are owned and operated by United States entities and are classified within the United States. See Note 5—“Revenue” for additional information about revenue by geographic region.

5. Revenue

Disaggregation of Revenue

The Company generates revenue from the sale of space-based intelligence & AI services, mission solutions, and advanced technology programs, primarily to domestic and international government agencies. Effective January 1, 2025, the Company reclassified its captions on the consolidated statements of operations and comprehensive loss to better align with the Company’s increasing portfolio of mission solutions product offerings and advanced technology program service offerings. See Note 2—"Basis of Presentation and

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Summary of Significant Accounting Policies" for further detail. The approximate revenue based on the geographic location of end customers was as follows for the years ended December 31, 2025 and 2024:

Years Ended December 31,

2025

2024

(in thousands)

United States

$

46,229

$

63,004

Rest of world

60,346

39,089

Total revenue

$

106,575

$

102,093

The Company has a concentration of contractual revenue arrangements with the U.S. federal government and agencies as well as with international governments. For the years ended December 31, 2025 and 2024, the rest of world had three and two countries, respectively, that generated 10% or more of the Company's total revenue. For the years ended December 31, 2025 and 2024, the Company had the following customers whose revenue and accounts receivable balances individually represented 10% or more of the Company’s total revenue:

Revenue

Years Ended December 31,

Customer

Geographic Area(1)

2025

2024

U.S. federal government and agencies

United States

43%

60%

Customer B

Rest of world

17%

16%

Customer C

Rest of world

15%

*

Customer D

Rest of world

14%

12%

Accounts Receivable

As of December 31,

Customer

Geographic Area(1)

2025

2024

U.S. federal government and agencies

United States

*

76%

Customer B

Rest of world

*

*

Customer C

Rest of world

50%

*

Customer D

Rest of world

11%

*

* Revenue and/or accounts receivable from these customers were less than 10% of total revenue and/or accounts receivable during the period.

(1) As of December 31, 2025 and 2024, each customer whose revenue and accounts receivable balances individually represented 10% or more of the Company’s total revenue relates to a unique country whose revenue also individually represented 10% of total revenue.

Revenue from categories of end customers for the years ended December 31, 2025 and 2024 was as follows:

Years Ended December 31,

2025

2024

(in thousands)

U.S. federal government and agencies

$

45,778

$

61,257

International governments

57,993

37,970

Commercial and other

2,804

2,866

Total revenue

$

106,575

$

102,093

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Backlog

Backlog represents the future sales the Company expects to recognize on firm orders it receives and is equivalent to the Company’s remaining performance obligations at the end of each period. It comprises both funded backlog (firm orders for which funding is authorized and appropriated) and unfunded backlog. The Company's backlog excludes unexercised contract options. As of December 31, 2025, the Company had $345.3 million of backlog, which represents the transaction price of executed contracts less inception to date revenue recognized. The Company expects to recognize revenue relating to its backlog, a portion of which is recorded in deferred revenue in the consolidated balance sheets, of $77.3 million, $55.2 million, and $212.8 million in, fiscal year 2026, fiscal year 2027, and thereafter, respectively.

6. Contract Assets and Liabilities

The components of contract assets and contract liabilities consisted of the following:

December 31,

December 31,

2025

2024

(in thousands)

Contract assets - current:

Unbilled revenue

$

28,595

$

27,852

Total contract assets - current

$

28,595

$

27,852

Contract assets - long-term:

Unbilled revenue - long-term

$

—

$

173

Other contract assets - long-term

680

937

Total contract assets - long-term(1)

$

680

$

1,110

Contract liabilities - current:

Deferred revenue - current

$

20,518

$

2,160

Other contract liabilities - current

—

23

Total contract liabilities - current

$

20,518

$

2,183

Contract liabilities - long-term:

Deferred revenue - long-term

$

9,948

$

—

Other contract liabilities - long-term(2)

555

678

Total contract liabilities - long-term

$

10,503

$

678

(1) Total contract assets - long term is included in other assets in the consolidated balance sheets.

(2) Other contract liabilities - long term is included in other liabilities in the consolidated balance sheets.

Contract liabilities include payments received and billings made in advance of the satisfaction of performance obligations under a contract and are realized when the associated revenue is recognized under a contract. Contract assets include unbilled revenue, which is the amount of revenue recognized in excess of the amount billed to customers, where the rights to payment are not just subject to the passage of time; and costs incurred incremental to the contract to fulfill contract obligations. Other contract assets and other contract liabilities primarily relate to contract commissions on customer contracts.

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Changes in short-term and long-term contract assets and contract liabilities for the year ended December 31, 2025 were as follows:

Contract Assets

Contract Liabilities

(in thousands)

Balance as of January 1, 2025

$

28,962

$

2,861

Billings or revenue recognized that was included in the beginning balance

(15,846)

(1,712)

Changes in contract assets or contract liabilities, net of reclassification to receivables

8,005

30,111

Cumulative catch-up adjustment arising from changes in estimates to complete during the year

8,411

(93)

Changes in costs to fulfill and amortization of commission costs

(257)

—

Changes in contract commission costs

—

(146)

Balance as of December 31, 2025

$

29,275

$

31,021

7. Business Acquisition

In November 2024, the Company acquired the remaining 50% of the common units of BlackSky Satellite Systems, f/k/a LeoStella, and it is now a wholly-owned subsidiary of the Company. Purchase consideration of $0.8 million consisted of the value of the Company's 50% ownership in BlackSky Satellite Systems at the time of the business combination. The following table presents the final purchase price allocation as of December 31, 2025, which summarizes the fair values of the assets acquired and liabilities assumed at the date of acquisition.

(in thousands)

Assets

Current assets, including cash acquired of $541

$

1,607

Property and equipment

4,963

Intangible assets:

In-process research and development

3,500

Trade names and trademarks

1,200

Total intangible assets

4,700

Other assets

1,525

Total assets

$

12,795

Liabilities

Current liabilities

$

11,709

Other liabilities

970

Total liabilities

$

12,679

Goodwill of $0.9 million from the business acquisition was primarily attributed to the value expected from the workforce acquired from the acquisition. In addition, $0.4 million of the recognized goodwill is deductible for income tax purposes.

The Company determined the acquisition-date fair value using a combination of cost approaches and discounted cash flow methods. With respect to intangible assets, the estimated fair values were determined based on relief from royalty and multi-period excess earnings methods. These models used primarily Level 3 inputs, including estimates of projected revenue growth rates, projected EBITDA margins, and an estimated discount rate.

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Unaudited Pro Forma Financial Information

The following unaudited pro forma financial information summarizes the combined results of the Company and BlackSky Satellite Systems as if the acquisition had occurred on January 1, 2024. The pro forma results have been prepared for comparative purposes only, and do not necessarily represent what the results of operations would have been had the acquisition been completed on January 1, 2024. In addition, these pro forma results are not intended to be a projection of future operating results and do not reflect synergies that might be achieved.

The unaudited pro forma financial information includes adjustments for the pro forma impact of the Company's preliminary purchase price allocation, including the amortization of newly acquired intangible assets; the impact of transaction costs; and the alignment of accounting policies.

Year Ended December 31, 2024

(in thousands)

Pro forma revenue

107,032

Pro forma net loss

(68,128)

8. Prepaid Expenses and Other Current Assets

The components of prepaid expenses and other current assets were as follows:

December 31,

December 31,

2025

2024

(in thousands)

Receivable for insurance recoveries

$

7,603

$

—

Prepaid expenses

4,505

3,981

Other current assets

221

375

Total prepaid expenses and other current assets

$

12,329

$

4,356

As of December 31, 2025, the Company recognized a current asset for expected insurance recoveries related to a contingent liability where the loss is expected to be within insurance limits.

114

9. Property and Equipment - net

The following summarizes property and equipment - net as of:

December 31,

December 31,

2025

2024

(in thousands)

Satellites

$

143,440

$

107,004

Software

46,245

32,587

Office furniture and fixtures

9,086

9,171

Software development in process

3,925

3,656

Production and engineering equipment

3,421

2,986

Site equipment

2,682

2,502

Computer equipment

1,705

1,578

Other equipment

999

812

211,503

160,296

Less: accumulated depreciation

(132,466)

(114,683)

Property and equipment — net

$

79,037

$

45,613

Depreciation of property and equipment was $29.3 million and $42.9 million for the years ended December 31, 2025 and 2024, respectively.

10. Goodwill and Intangible Assets

Goodwill

The Company performed an annual qualitative goodwill assessment related to its reporting unit as of October 1, 2025. The Company determined that no triggering events occurred that would require the Company to quantitatively test goodwill for impairment during the year ended December 31, 2025. As of December 31, 2025, the Company believes that the estimated fair value of its reporting unit remains significantly in excess of its respective carrying value and therefore is not at-risk of being impaired. As a result, the Company did not have any impairment losses during the years ended December 31, 2025 and 2024. To the extent this reporting unit realizes actual operating results below forecasted results, realizes decreases in forecasted results as compared to previous forecasts, or the estimated fair value of the reporting unit decreases (as a result of, among other things, changes in market capitalization, including further declines in the stock price), the Company may incur goodwill impairment charges in the future. Goodwill was as follows:

115

Gross Carrying Amount

Accumulated Impairment Losses

Net Carrying Value of Goodwill

(in thousands)

December 31, 2025

Balance as of January 1, 2025

$

10,260

$

—

$

10,260

Fair value adjustment related to acquisition

19

—

19

Balance as of December 31, 2025

$

10,279

$

—

$

10,279

December 31, 2024

Balance as of January 1, 2024

$

9,393

$

—

$

9,393

Acquisition

867

—

867

Balance as of December 31, 2024

$

10,260

$

—

$

10,260

Intangible Assets - net

Intangible assets - net was as follows:

Gross Carrying Amount

Accumulated Amortization

Net Carrying Amount

(in thousands)

December 31, 2025

Finite-lived intangible assets:

Trade names and trademarks

$

1,200

$

(512)

$

688

Customer relationships

5,614

(5,380)

234

Total finite-lived intangible assets:

6,814

(5,892)

922

Indefinite-lived intangible assets:

In-process research and development

3,500

—

3,500

Total intangible assets at December 31, 2025

$

10,314

$

(5,892)

$

4,422

December 31, 2024

Finite-lived intangible assets:

Trade names and trademarks

$

1,200

$

(49)

$

1,151

Customer relationships

5,614

(4,819)

795

Total finite-lived intangible assets:

6,814

(4,868)

1,946

Indefinite-lived intangible assets:

In-process research and development

3,500

—

3,500

Total intangible assets at December 31, 2024

$

10,314

$

(4,868)

$

5,446

For the years ended December 31, 2025 and 2024, amortization expense related to intangible assets was $1.0 million and $0.6 million, respectively. These amounts are included in depreciation and amortization expense in the consolidated statements of operations and comprehensive loss. The Company estimates that it will have the following amortization expense related to finite-lived intangible assets for the future periods indicated below:

116

For the years ending December 31:

(in thousands)

2026

$

922

2027

—

2028

—

2029

—

2030

—

Total

$

922

11. Accounts Payable and Accrued Liabilities

The components of accounts payable and accrued liabilities were as follows:

December 31,

December 31,

2025

2024

(in thousands)

Accounts payable

$

2,340

$

8,239

Accrued payroll

6,163

7,481

Accrued capital expenditures

4,288

542

Accrued professional services, legal, and other general and administrative

950

1,656

Accrued cost of goods sold and other expenses

1,204

2,501

Total accounts payable and accrued liabilities

$

14,945

$

20,419

12. Other Current Liabilities

The components of other current liabilities were as follows:

December 31,

December 31,

2025

2024

(in thousands)

Accrued interest

$

7,635

$

378

Contingent liabilities

7,495

158

Operating lease right-of-use liabilities

769

775

Other current liabilities

162

182

Total other current liabilities

$

16,061

$

1,493

The Company accrued a contingent liability and an offsetting current receivable as of December 31, 2025 related to a contingent liability where the loss is within insurance limits. See Note 23—“Commitments and Contingencies” for additional information on the contingent liability.

13. Employee Benefit Plan

The Company has a 401(k) savings plan. Eligible employees may voluntarily contribute a percentage of their compensation to their 401(k) plan account. The Company provides a 401(k) employer match of 50% of the first 6% of the employee’s contribution of eligible compensation. The 401(k) employer match expense was $1.3 million and $1.2 million for the years ended December 31, 2025 and 2024, respectively.

14. Income Taxes

117

The Company's consolidated effective income tax rate from continuing operations for the years ended December 31, 2025 and 2024 was -0.18% and -0.70%, respectively. The Company's provision for income taxes for the years ended December 31, 2025 and 2024 was as follows:

Years Ended December 31,

2025

2024

(in thousands)

Current:

Federal

$

—

$

—

State

—

205

Foreign

125

165

Total current

125

370

Deferred:

Federal

—

—

State

—

—

Total deferred

—

—

Total provision for income taxes

$

125

$

370

The Company’s primary operations are located domestically. The Company is subject to tax in one foreign jurisdiction. The provision for income taxes differed from the amount computed by applying the federal statutory income tax rate of 21% to loss before income taxes due to the following items for the years ended December 31, 2025 and 2024:

Years Ended December 31,

2025

2024

($ in thousands)

United States statutory tax rate

$

(14,728)

21.00

%

$

(11,938)

21.00

%

State and local income taxes, net of federal income tax effect (1)

—

—

162

-0.29

Foreign tax effects:

Other foreign jurisdictions

125

-0.18

165

-0.29

Changes in valuation allowances

6,822

-9.73

10,046

-17.67

Nontaxable or nondeductible items:

Stock option deduction

(902)

1.29

1,288

-2.27

Warrant fair market value remeasurement

2,868

-4.09

591

-1.04

(Income)/loss on EMI

—

—

(185)

0.32

Executive compensation limitation

2,066

-2.95

324

-0.57

Other

257

-0.37

176

-0.31

Other adjustments:

Adjustment of deferred tax liabilities - other

279

-0.40

(259)

0.46

Adjustment of deferred tax assets - capital loss expiration

3,338

-4.76

—

—

Effective Tax Rate

$

125

-0.18

%

$

370

-0.65

%

(1) State taxes in Virginia made up the majority (greater than 50 percent) of the tax effect in this category.

118

Income taxes paid (net of refunds) for the years ended December 31, 2025 and 2024 were as follows:

Years Ended December 31,

2025

2024

(in thousands)

Federal

$

—

$

—

State(1)

20

376

Foreign(2)

177

100

(1) All state income taxes paid were paid to Virginia for the years ended December 31, 2025 and 2024.

(2) All foreign income taxes paid were paid to the United Kingdom for the years ended December 31, 2025 and 2024.

The deferred income tax expense as of December 31, 2025 and 2024 was $0. The tax benefits associated with losses generated by the consolidated group have been reduced by a full valuation allowance as the Company does not believe it is more likely than not that the losses will be utilized.

Deferred tax assets and liabilities as of December 31, 2025 and 2024, consisted of the following:

December 31,

2025

2024

(in thousands)

Deferred tax assets:

Net operating loss carryforwards

$

84,257

$

73,482

Sec. 163(j) carryforwards

14,330

11,603

Accruals and reserves

1,406

1,664

Deferred revenue

209

115

Capital loss carryforward

—

3,993

Section 174 research expenditures

8,382

11,869

Other deferred tax assets

7,403

7,223

Total deferred tax assets

115,987

109,949

Valuation allowance

(114,479)

(108,162)

Total net deferred tax assets

1,508

1,787

Deferred tax liabilities:

Basis difference in intangibles

(654)

(1,233)

Other deferred tax liabilities

(854)

(554)

Total deferred tax liabilities

(1,508)

(1,787)

Net deferred tax liabilities

$

—

$

—

The Company continues to provide for a full valuation allowance on its net deferred tax assets as the Company does not believe it is more-likely-than-not that the losses will be utilized after evaluation of all significant positive and negative evidence including, but not limited to, historical cumulative losses over the prior three-year period, as adjusted for permanent items, insufficient sources of taxable income in prior carryback periods and unavailability of prudent and feasible tax-planning strategies.

Below is a summary of the Company's estimated loss and tax credit carryforwards. In the year ended December 31, 2022, the Company performed a historic ownership change analysis and concluded that $1.5 million of federal net operating loss carryforwards pre-tax attributes were subject to limitations, as defined by the Internal Revenue Code Sections 382 and 383, will go unutilized.

119

Tax Effected

Expiration

($ in thousands)

Federal net operating loss ("NOL") carryforward

$

8,313

2033-2037

Federal NOL carryforward

65,092

Indefinite

State NOL carryforwards

10,852

2034-2043

At December 31, 2025 and 2024 the Company had $349.1 million and $299.6 million of NOL carryforwards for U.S. federal tax purposes, respectively. U.S. federal tax NOL carryforwards generated prior to 2018 of $39.6 million will expire, if unused, between 2033-2037. Under the Tax Cuts and Jobs Act of 2017, as modified by the Coronavirus Aid, Relief, and Economic Security Act, federal NOL carryforwards generated in tax years beginning after December 31, 2017 may be carried forward indefinitely. As of December 31, 2025, the Company had $309.5 million of NOL carryforwards generated after 2017 for U.S. federal tax purposes, which may be used to offset 80% of its taxable income annually.

The Company files income tax returns in the United States federal jurisdiction and various state jurisdictions. In the normal course of business, the Company is subject to examination by taxing authorities. Tax years 2015-2024 remain open for examination.

Below is a reconciliation of the total amounts of unrecognized tax benefits:

2025

2024

(in thousands)

Unrecognized tax benefits - January 1

$

9,006

$

9,006

Gross increase - tax positions in current period

—

—

Gross increase - tax positions in prior period

—

—

Unrecognized tax benefits - December 31

$

9,006

$

9,006

For the year ended December 31, 2025, the majority of the unrecognized tax benefits is from the valuation of guaranteed incentive shares issued for parties that guaranteed the Company's Silicon Valley Bank debt prior to the Merger. The balance of unrecognized tax benefits as of December 31, 2025 and 2024, if recognized, would not affect the Company's effective tax rate and would result in adjustments to other tax accounts, primarily deferred tax assets and the net operating loss carry forward.

15. Debt and Other Financing

The carrying value of the Company’s outstanding debt consisted of the following amounts:

December 31,

December 31,

2025

2024

(in thousands)

Current portion of long-term debt

$

7,971

$

2,000

Non-current portion of long-term debt

199,917

107,034

Total long-term debt

207,888

109,034

Unamortized debt issuance costs

(6,771)

(1,371)

Outstanding balance

$

201,117

$

107,663

120

Effective Interest Rate

December 31,

December 31,

Name of Loan

2025

2024

(in thousands)

Convertible Senior Notes

8.73%

$

185,000

$

—

Satellite launch vendor financing

7.30% - 11.62%

22,888

6,000

Loans from related parties

12.23% - 12.57%

—

93,034

Commercial bank line

10.98%

—

10,000

Total

$

207,888

$

109,034

Convertible Senior Notes

In July 2025, the Company issued $185.0 million aggregate principal amount of Convertible Senior Notes in a private offering. The Convertible Senior Notes mature on August 1, 2033 unless earlier converted, redeemed or repurchased. The Convertible Senior Notes bear interest at a rate of 8.25% per year, payable semiannually in arrears on February 1 and August 1 of each year, beginning on February 1, 2026. The following table summarizes the interest expense for the Convertible Senior Notes for the year ended December 31, 2025:

Year Ended December 31,

2025

(in thousands)

Coupon interest

$

6,741

Amortization of debt issuance costs

392

Total interest expense

$

7,133

Holders may convert their Convertible Senior Notes at their option at any time prior to the close of business on the second scheduled trading day immediately preceding the maturity date. Upon conversion, the Company will pay shares of the Company's Class A common stock, or deliver cash, or a combination of cash and shares of the Company's Class A common stock, at the Company's election. The conversion rate of the notes will initially be 27.1909 shares of BlackSky’s Class A common stock per $1,000 principal amount of Convertible Senior Notes (equivalent to an initial conversion price of approximately $36.78 per share of Class A common stock). The conversion rate is subject to adjustment upon the occurrence of certain events set forth in the indenture governing the terms of the Convertible Senior Notes. The Company may not redeem the Convertible Senior Notes prior to August 4, 2028. The Company may redeem for cash all or any portion of the Convertible Senior Notes, at the Company's option, on or after August 4, 2028 and prior to the 26th scheduled trading day immediately preceding the maturity date, if (1) the last reported sale price of the Company's Class A common stock has been at least 130% of the conversion price then in effect for at least 20 trading days (whether or not consecutive) during any 30 consecutive trading day period (including the last trading day of such period) ending on, and including, the trading day immediately preceding the date on which the Company provides notice of redemption and (2) certain liquidity conditions are satisfied, at a redemption price equal to 100% of the principal amount of the Convertible Senior Notes to be redeemed, plus accrued and unpaid interest to, but excluding, the redemption date. In addition, upon the occurrence of a make-whole fundamental change or our issuance of a notice of redemption, the Company will, in certain circumstances, increase the conversion rate by a number of additional shares for a holder that elects to convert such Convertible Senior Notes in connection with such make-whole fundamental change or notice of redemption.

Satellite Launch Vendor Financing

In November 2023, the Company entered into a vendor financing agreement to fund the costs of multiple satellite launches providing for $27.0 million, for which payments accrue interest at 12.6% per annum and in November 2025, the Company entered into an additional agreement for multiple satellite launches providing for

121

$30.6 million, for which payments accrue interest at 9.50% per annum. A portion of the vendor financing agreements can be drawn down equally per satellite launch and will be repaid quarterly on a pro-rata basis across a three-year period after each successful launch milestone. Interest begins to accrue on each launch date.

The Company may prepay either agreement at any time until the maturity date without premium or penalty. The outstanding debt related to the vendor financing agreements is guaranteed by the Company’s subsidiaries and secured by substantially all of the assets of the Company and its subsidiaries. During the year ended December 31, 2025, the Company incurred $19.7 million of additional debt and repaid $3.6 million of principal and interest related to the satellite launch vendor financing agreements.

Loans from Related Parties

In May 2023, BlackSky and its subsidiaries entered into an Amendment to its Amended and Restated Loan and Security Agreement with Intelsat Jackson Holdings, SA (“Intelsat”) and Seahawk SPV Investment LLC (“Seahawk”), dated October 31, 2019 and previously amended on September 9, 2021. In July 2025, the Company repaid the loans owed to both entities under the loan agreement in their entirety plus accrued interest in the amount of $100.2 million.

Commercial Bank Line

In April 2024, the Company, and certain subsidiaries of the Company, as co-borrowers, entered into a commercial bank line with Stifel Bank that provided for a $20.0 million revolving credit facility. In July 2025, the Company repaid the amount owed under the revolving credit facility in its entirety plus accrued interest in the amount of $10.0 million. The Company subsequently closed the commercial bank line.

Debt Maturities

Under the Company’s loan agreements, minimum required maturities are as follows:

For the years ending December 31,

(in thousands)

2026

$

7,971

2027

8,567

2028

5,754

2029

596

2030

—

Thereafter

185,000

Total outstanding

$

207,888

Fair Value of Debt

The following table presents the fair value hierarchy of the Company’s outstanding long-term debt as of December 31, 2025:

December 31, 2025

Quoted Prices in Active Markets

Significant Other Observable Input

Significant Other Unobservable Inputs

(Level 1)

(Level 2)

(Level 3)

(in thousands)

Liabilities

Convertible Senior Notes

$

204,135

$

—

$

—

Satellite launch vendor financing

—

—

21,822

$

204,135

$

—

$

21,822

122

The fair value of the satellite launch vendor financing was estimated using Level 3 inputs, based on interest rates available for debt with terms and maturities similar to the Company’s existing debt arrangements and credit rating. The estimated fair value of the Company’s outstanding long-term debt as of December 31, 2024 was $120.3 million, which represents a Level 3 measurement based off of the fair value hierarchy.

Compliance with Debt Covenants

As of December 31, 2025, all debt instruments contain customary covenants and events of default. There are no covenants tied to financial metrics and the Company was in compliance with all non-financial covenants as of December 31, 2025.

16. Equity Warrants Classified as Derivative Liabilities

Warrant Valuation

Equity warrants that are classified as derivative liabilities are included in derivative liabilities in the Company's consolidated balance sheets and must be measured at fair value upon issuance and re-valued at the end of each reporting period through expiration. Any change in fair value between the respective reporting dates is recognized as an unrealized gain or loss in the accompanying consolidated statements of operations and comprehensive loss (see Note 22). As of December 31, 2025 and 2024, the Company's derivative liabilities included only equity warrants and the Sponsor Shares.

The following table is a summary of the number of shares of the Company’s Class A common stock issuable upon exercise of warrants at December 31, 2025:

Number of Shares

Exercise Price

Redemption Price

Expiration Date

Classification

(Gain) Loss in Value for the Year Ended December 31, 2025

Fair Value as of December 31, 2025

(in thousands)

(in thousands)

Public Warrants

1,977

$

92.00

$

144.00

9/9/2026

Liability

$

(918)

$

810

Private Placement Warrants - Issued October 2019

520

92.00

144.00

9/9/2026

Liability

(281)

203

Private Placement Warrants - Issued October 2019

520

160.00

144.00

9/9/2026

Liability

(187)

42

Private Placement Warrants - Issued March 2023

1,440

17.61

N/A

9/8/2028

Liability

7,140

16,843

In July 2025, holders exercised 611 thousand of the March 2023 Private Placement Warrants, resulting in proceeds of $10.8 million to the Company in exchange for shares of Class A common stock. The Company recognized a net loss, which was recorded to loss on derivatives in the consolidated statements of operations and comprehensive loss, of $1.2 million related to the exercised warrants during the year ended December 31, 2025.

In addition, the Company has 221 thousand Class A common stock warrants outstanding that have an exercise price of $0.88 and expiration dates from June 27, 2028 to October 31, 2029. These warrants are equity classified and were included in additional paid-in capital in the Company’s consolidated balance sheets.

17. Stockholders’ Equity

Class A Common Stock

123

As of December 31, 2025, the Company was authorized to issue 300.0 million shares of Class A common stock and 100.0 million shares of preferred stock.

Issued and outstanding stock as of December 31, 2025consisted of 36.2 million and 35.9 million shares of Class A common stock and 2024, respectively. The par value of each share of the Class A common stock is $0.0001 per share.

The Company had reserved shares of Class A common stock for issuance in connection with the following:

December 31,

December 31,

2025

2024

(in thousands)

Convertible Senior Notes

6,539

—

Restricted stock units outstanding

2,551

2,419

Private Placement Warrants (exercisable for Class A common stock) treated as liability

2,480

3,091

Public Warrants (exercisable for Class A common stock) treated as liability

1,977

1,977

Stock options outstanding

1,851

876

Common stock warrants (exercisable for Class A common stock) treated as equity

221

221

Shares available for future grant

248,154

260,456

Total Class A common stock reserved

263,773

269,040

The Company has approximately 0.3 million Sponsor Shares that are subject to specific lock-up provisions and potential forfeitures depending upon the post-Merger performance of the Company’s Class A common stock. The Sponsor Shares are required to be recorded as derivative liabilities at their fair value and adjusted to fair value at each reporting period. As a result, the Company's derivative liabilities in the consolidated balance sheets included Sponsor Shares of $2.8 million and $1.7 million as of December 31, 2025 and 2024, respectively. The Company recorded a $1.1 million loss on derivatives in the Company’s consolidated statements of operations and comprehensive loss for the year ended December 31, 2025 related to the fair value adjustments of these Sponsor Shares. The Sponsor Shares have the following provisions:

Terms

Contractual Life

Seven years from the closing date of the Merger

Release Provision

Exactly half of the Sponsor Shares have a release provision (“Release”) at such time that the volume weighted average price (“VWAP”) is equal to, or greater than, $120.00 per share for ten of any twenty consecutive trading days. The remaining Sponsor Shares Release at such time that the VWAP is equal to, or greater than, $140.00 per share for ten of any twenty consecutive trading days. There is an additional provision for acceleration of the Release upon a defined change in control.

Forfeiture Provision

If, within the seven year period, the Sponsor Shares have not met the Release provisions, the Sponsor Shares will automatically forfeit and be cancelled.

124

18. Net Loss Per Share of Class A Common Stock

The following table includes the calculation of basic and diluted net loss per share:

Years Ended December 31,

2025

2024

(in thousands except per share information)

Net loss available to common stockholders - basic and diluted

$

(70,260)

$

(57,218)

Basic and diluted net loss per share

$

(2.09)

$

(2.67)

Shares used in the computation of basic and diluted net loss per share

33,576

21,443

The potentially dilutive securities listed below were not included in the calculation of diluted weighted average common shares outstanding because their effect would have been anti-dilutive during the years ended December 31, 2025 and 2024.

Years Ended December 31,

2025

2024

(in thousands)

Convertible Senior Notes

6,539

—

Restricted stock units outstanding

2,551

2,419

Private Placement Warrants (exercisable for Class A common stock) treated as liability

2,480

3,091

Public Warrants (exercisable for Class A common stock) treated as liability

1,977

1,977

Stock options and ESPP shares

1,856

876

Sponsor Shares

296

296

Common stock warrants (exercisable for Class A common stock) treated as equity

221

221

19. Stock-Based Compensation

During the years ended December 31, 2025 and 2024, the Company granted equity awards under the 2021 Equity Incentive Plan and the 2021 Employee Stock Purchase Plan. Stock-based compensation expense is included in the consolidated statements of operations and comprehensive loss as indicated in the table below:

Years Ended December 31,

2025

2024

(in thousands)

Space-based intelligence & AI services costs, excluding depreciation and amortization

$

263

$

173

Mission solutions costs, excluding depreciation and amortization

65

52

Advanced technology programs costs, excluding depreciation and amortization

340

418

Selling, general and administrative

13,564

10,526

Total stock-based compensation expense

$

14,232

$

11,169

125

The Company recorded stock-based compensation related to capitalized internal labor for software development activities and satellite work in process of $0.7 million and $0.6 million during the years ended December 31, 2025 and 2024, respectively. These amounts were included in property, plant, and equipment - net and satellite work in process in the consolidated balance sheets.

Stock Options

The Black-Scholes option pricing model is used to determine the fair value of stock options granted. The Company utilized assumptions concerning expected term, a risk-free interest rate, and expected volatility to determine such values. The Company granted stock options in the year ended December 31, 2025; no options were granted during 2024. A summary of the weighted-average assumptions used by the Company during the year ended December 31, 2025 is presented below:

Year Ended December 31, 2025

Fair value per common share

$9.23

Weighted-average risk-free interest rate

4.16%

Volatility

35.40%

Expected term (in years)

8.00

Dividend rate

0%

A summary of the Company’s stock option activity during the year ended December 31, 2025 is presented below:

Options

Weighted-Average Exercise Price

Weighted Average Contractual Term

Aggregate Intrinsic Value

(in thousands)

(in years)

(in thousands)

Outstanding - January 1, 2025

876

$

13.62

Granted

996

9.23

Exercised

(18)

0.42

Expired

(3)

15.79

Outstanding - December 31, 2025

1,851

11.38

8.04

$

13,643

Exercisable - December 31, 2025

700

13.81

6.62

3,459

For exercised stock options, intrinsic value is calculated as the difference between the estimated fair value on the date of exercise and the exercise price. The total intrinsic value of exercised stock options during the years ended December 31, 2025 and 2024 was $0.2 million for each period. The total fair value of vested stock options during the years ended December 31, 2025 and 2024 was $1.4 million and $2.3 million, respectively.

As of December 31, 2025, there was $4.2 million of total unrecognized stock-based compensation expense, which is expected to be recognized over a weighted-average period of 1.9 years.

126

Restricted Stock Units

The Company granted an aggregate of 1.3 million RSUs to certain employees and service providers during the year ended December 31, 2025. The Company has two standard vesting provisions: (1) that 25% of the award will vest on the one-year anniversary of the vesting commencement date and 75% will vest ratably over twelve consecutive quarters on specified quarterly vesting dates, with the first of such quarterly vesting dates occurring at least three months after the vesting of the initial 25% of the RSUs or (2) that 33% of the award will vest on the one-year anniversary of the vesting commencement date and 67% will vest ratably over eight consecutive quarters on specified quarterly vesting dates, with the first of such quarterly vesting dates occurring at least three months after the vesting of the initial 33% of the RSUs.

A summary of the Company’s nonvested RSU activity during the year ended December 31, 2025 is presented below:

Restricted Stock Units

Weighted-Average Grant-Date Fair Value

(in thousands)

Nonvested - January 1, 2025

2,419

$

9.54

Granted

1,258

13.69

Vested

(1,029)

10.54

Canceled

(97)

10.93

Nonvested - December 31, 2025

2,551

11.13

During the year ended December 31, 2025, 108 thousand of the vested, but not issued, RSUs were withheld to satisfy payroll tax withholding obligations, which was recorded to additional paid-in capital totaling $2.7 million. Unrecognized compensation costs related to nonvested RSUs totaled $25.5 million as of December 31, 2025, which is expected to be recognized over a weighted-average period of 2.3 years.

20. Leases

Total Lease Cost

The components of rent expense, which are primarily included in selling, general and administrative expenses in the Company's consolidated statements of operations and comprehensive loss, were as follows:

Years Ended December 31,

2025

2024

(in thousands)

Operating lease expense

$

1,467

$

1,399

Variable lease expense

657

341

Short-term lease expense

36

138

Sublease income

(79)

—

Total rent expense

$

2,081

$

1,878

Supplemental Balance Sheet Information

As of December 31, 2025 and 2024, supplemental operating lease balance sheet information consisted of the following:

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December 31,

December 31,

2025

2024

(in thousands)

Operating lease right of use assets - net

$

3,418

$

4,029

Operating lease liabilities:

Other current liabilities

$

769

$

775

Operating lease liabilities

7,579

8,048

Total operating lease liabilities

$

8,348

$

8,823

Other Supplemental Information

Other supplemental operating lease information consisted of the following for the years ended December 31, 2025 and 2024:

Years Ended December 31,

2025

2024

(dollars in thousands)

Operating cash flows for operating leases

$

1,232

$

1,102

ROU assets obtained in exchange for new lease liabilities

$

—

$

5,450

Weighted average remaining lease term (in years)

8.71

9.03

Weighted average discount rate

10.15

%

10.15

%

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21. Related Party Transactions

A summary of the Company’s related party transactions during the years ended December 31, 2025 and 2024 is presented below:

Amount Due to Related Party as of

Total Payments in the Years Ended December 31,

December 31,

December 31,

Nature of Relationship

2025

2024

2025

2024

Name

Description of the Transactions

(in thousands)

LeoStella

Former Joint Venture with Thales Alenia Space

The Company owned 50% of LeoStella, its joint venture with Thales. The Company contracted with LeoStella for the design, development and manufacture of satellites to operate its business. In November 2024, the Company acquired the remaining 50% of common units of BlackSky Satellite Systems, fka LeoStella, which is now a wholly-owned subsidiary of BlackSky.

N/A

$

27,127

N/A

N/A

Ursa Space Systems

Strategic Partner

The Chairman of the Company’s board of directors, Will Porteous, is also an investor and member of the board of directors of Ursa Space Systems. The Company has a non-cancelable operational commitment with Ursa Space Systems.

$

542

500

$

—

$

42

Thales Alenia Space

Shareholder and Parent of Wholly-owned Subsidiary, Seahawk

Design, development and manufacture of telescopes.

4,916

5,560

—

—

Seahawk

Subsidiary of Thales Alenia Space

In 2019, the Company raised and converted $18.4 million from prior debt into new, outstanding debt and issued 13.5 million warrants to purchase Legacy BlackSky common stock. In July 2025, the Company repaid all debt outstanding and accrued interest to Seahawk.

28,101

570

—

25,072

Intelsat Jackson Holdings, S.A. ("Intelsat"), which is now part of SES

Former debt Issuer

In 2019, the Company entered into a term loan facility for $50.0 million and issued 20.2 million warrants to Intelsat to purchase Legacy BlackSky common stock. In July 2025, the Company repaid all debt outstanding and accrued interest to Intelsat.

$

76,391

1,844

N/A

67,962

The Company recorded revenue from related parties of $2.3 million and $4.3 million for the years ended December 31, 2025 and 2024, respectively. As of December 31, 2025 and 2024, the Company had $3.9 million and $11.2 million, respectively, of contract assets from related parties, which the Company anticipates receiving as payments over the next 12 months. As of December 31, 2025, the amounts invoiced by the Company and due from related parties were $9.6 million. As of December 31, 2024, the amounts invoiced by the Company and due from related parties were not significant.

Prior to repaying the term loan facility in July 2025, interest was accrued and due semi-annually. The Company made interest payments of $3.8 million and $2.4 million during the years ended December 31, 2025 and 2024, respectively. In July 2025, the Company repaid the term loan facility from related parties in its entirety plus accrued interest in the amount of $100.2 million.

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22. Fair Value of Financial Instruments

The following tables present information about the Company’s liabilities that are measured at fair value on a recurring basis as of December 31, 2025 and 2024 and indicate the fair value hierarchy level of the valuation techniques and inputs that the Company utilized to determine such fair value:

December 31, 2025

Quoted Prices in Active Markets

Significant Other Observable Input

Significant Other Unobservable Inputs

(Level 1)

(Level 2)

(Level 3)

(in thousands)

Liabilities

Public Warrants

$

810

$

—

$

—

Private Placement Warrants - Issued October 2019

—

—

245

Private Placement Warrants - Issued March 2023

—

—

16,843

Sponsor Shares

—

—

2,750

$

810

$

—

$

19,838

December 31, 2024

Quoted Prices in Active Markets

Significant Other Observable Input

Significant Other Unobservable Inputs

(Level 1)

(Level 2)

(Level 3)

(in thousands)

Liabilities

Public Warrants

$

1,728

$

—

$

—

Private Placement Warrants - Issued October 2019

—

—

713

Private Placement Warrants - Issued March 2023

—

—

13,820

Sponsor Shares

—

—

1,703

$

1,728

$

—

$

16,236

The carrying values of the following financial instruments approximated their fair values as of December 31, 2025 and 2024 based on their short-term maturities: cash and cash equivalents, restricted cash, short-term investments, accounts receivable, prepaid expenses, other current assets, accounts payable, accrued liabilities, and other current liabilities. See Note 7—“Business Acquisition” for additional information on the fair value of assets acquired via business acquisition.

There were no transfers into or out of any of the levels of the fair value hierarchy during the years ended December 31, 2025 or 2024.

The following is a summary of changes in the fair value of the Level 3 liabilities during the year ended December 31, 2025 and 2024:

Sponsor Shares

Private Placement Warrants - Issued October 2019

Private Placement Warrants - Issued March 2023

(in thousands)

Balance as of January 1, 2025

$

1,703

$

713

$

13,820

Warrant exercises

—

—

(10,961)

Loss (gain) from changes in fair value

1,047

(468)

13,984

Balance as of December 31, 2025

$

2,750

$

245

$

16,843

130

Sponsor Shares

Private Placement Warrants - Issued October 2019

Private Placement Warrants - Issued March 2023

(in thousands)

Balance as of January 1, 2024

$

1,304

$

583

$

12,467

Loss from changes in fair value

399

130

1,353

Balance as of December 31, 2024

$

1,703

$

713

$

13,820

23. Commitments and Contingencies

Leases

The Company leases office space under several non-cancellable operating leases with varying lease expiration dates through 2036. Future minimum lease payments under non-cancellable office leases as of December 31, 2025 are as follows:

(in thousands)

For the years ending December 31,

2026

$

1,764

2027

1,469

2028

1,209

2029

1,242

2030

1,276

Thereafter

6,041

Total lease payments

13,001

Less Imputed Interest

(4,653)

Present value of lease liabilities

$

8,348

Ground Station Services

The Company has service agreements for ground station services to be performed by third-parties subsequent to December 31, 2025. Future purchase commitments under non-cancellable ground station service contracts as of December 31, 2025 are as follows:

(in thousands)

For the years ending December 31,

2026

$

2,405

2027

1,984

2028

1,668

2029

1,586

2030

595

Thereafter

101

$

8,339

Legal Proceedings

From time to time, the Company may become involved in various claims and legal proceedings arising in the ordinary course of business, that, by their nature, are inherently unpredictable. Regardless of outcome,

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litigation and other legal proceedings can have an adverse impact on the Company because of defense and settlement costs, diversion of management resources and other factors.

On May 7, 2024, a putative class action relating to the Merger of Legacy BlackSky on September 9, 2021 with a wholly-owned subsidiary of Osprey was filed in the Delaware Court of Chancery. The action is captioned Drulias v. Osprey Sponsor II, LLC, et al. (“Drulias”) (Del. Ch. 2024). The Drulias complaint asserts breach of fiduciary duty and unjust enrichment claims against the former directors of Osprey (the “Osprey Board”); the former officers of Osprey; and Osprey Sponsor II, LLC (the “Sponsor”); and aiding and abetting breach of fiduciary duty claims against HEPCO Capital Management, LLC; JANA Partners LLC; and a director of Legacy BlackSky. The Drulias complaint seeks, among other things, damages and attorneys’ fees and costs. The terms of the Merger required the Company to indemnify the directors of Osprey.

On May 8, 2024, a putative class action relating to the Merger was filed in the Delaware Court of Chancery. The action is captioned Cheriyala v. Osprey Sponsor II, LLC (“Cheriyala”) (Del. Ch. 2024). The Cheriyala complaint asserts breach of fiduciary duty claims against the former directors of the Osprey Board, the former officers of Osprey, and the Sponsor; aiding and abetting breach of fiduciary duty claims against BlackSky Holdings, Inc. and certain directors and officers of Legacy BlackSky; and unjust enrichment claims against an Osprey director. The Cheriyala complaint seeks, among other things, damages and attorneys’ fees and costs.

The Court of Chancery granted Drulias’ motion to (i) consolidate the Drulias and Cheriyala actions, and (ii) appoint Drulias as lead plaintiff, and Drulias’ counsel as lead counsel, in the consolidated action. On April 15, 2025, Drulias sought to withdraw as the lead plaintiff. That same day, Patrick Plumley (“Plumley”) moved to intervene as a plaintiff in the consolidated action. The Court of Chancery granted Cheriyala’s and Plumley’s stipulation to (i) permit Drulias to withdraw as the lead plaintiff, (ii) permit Plumley to intervene as a plaintiff, and (iii) appoint Cheriyala and Plumley as co-lead plaintiffs, and Cheriyala’s and Plumley’s counsel as co-lead counsel, in the consolidated action.

The parties attended private mediation on September 9, 2025. The parties thereafter reached an agreement on a stipulation of settlement memorializing the terms of the settlement, which was filed with the Court of Chancery on January 7, 2026. See Note 12—“Other Current Liabilities” of the notes to the consolidated financial statements for further information on this settlement. A hearing with the Court to consider approval of the settlement has been scheduled for April 17, 2026. The costs of this case, including the pending settlement, if approved by the Court, will be substantially funded from insurance proceeds and are not expected to have a material impact on the Company's operations or financial condition. See Note 8—“Prepaid Expenses and Other Current Assets” of the notes to the consolidated financial statements for further information on the insurance proceeds.

Other Commitments

During the year ended December 31, 2025, the Company entered into a commitment for non-refundable multi-launch and integration services. The Company also entered into a commercial agreement with financing terms for multiple launches providing for $3.4 million to be paid upfront, and for $30.6 million, of which a portion will be drawn down equally per launch and will be repaid quarterly on a pro-rata basis across a three-year period after each successful launch milestone. Payments will accrue interest at 9.5% per annum. The Company may prepay at any time until the maturity date without premium or penalty. As of December 31, 2025, the minimum commitment associated with the multi-launch and integration services agreements was $8.0 million. Under certain circumstances, a default interest rate will apply on all outstanding and payable obligations during the existence of an event of default under the Loan Agreement at 18.9% per annum above the applicable interest rate. See Note 15—"Debt and Other Financing" for further detail on the satellite launch vendor financing.

In addition to the above, the Company entered into various operational commitments for the next several years totaling $30.1 million as of December 31, 2025.

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24. Subsequent Events

The Company evaluated subsequent events through March 17, 2026 and determined that there have been no events that have occurred that would require adjustments to its disclosures or the consolidated financial statements.

133