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Form 3 HawkEye 360, Inc. For: May 06 Filed by: Searle Craig Chih-Meng

May 6, 2026 8:28 PM
FORM 3 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person *
Searle Craig Chih-Meng
(Last) (First) (Middle)
C/O HAWKEYE 360, INC.
450 SPRINGPARK PLACE, SUITE 500
(Street)
HERNDON VA 20170
(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
05/06/2026 		3. Issuer Name and Ticker or Trading Symbol
HawkEye 360, Inc. [ HAWK ]
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
Chief Financial Officer
 5. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4) 2. Amount of Securities Beneficially Owned (Instr. 4) 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock 218,456 (1) (2)
D
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4) 2. Date Exercisable and Expiration Date (Month/Day/Year) 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 6. Nature of Indirect Beneficial Ownership (Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Option (Right to Buy) (3) 10/16/2033 Common Stock 23,750 2.31 D
Stock Option (Right to Buy) (4) 04/22/2035 Common Stock 42,500 3.02 D
Stock Option (Right to Buy) (5) 09/24/2035 Common Stock 197,353 4.65 D
Stock Option (Right to Buy) (6) 02/05/2036 Common Stock 100,000 11.42 D
Explanation of Responses:
1. Includes 176,759 Restricted Stock Units (RSUs). The RSUs vest upon the satisfaction of both a service-based vesting condition and a liquidity event vesting condition. The liquidity event vesting condition will be satisfied upon the closing of the Issuer's initial public offering (IPO). Of the RSUs, (i) as to 76,759 RSUs the service-based vesting condition will be satisfied as to 25% of the RSUs on an annual basis beginning on the 12-month anniversary of September 15, 2025, and (ii) as to 100,000 RSUs the service-based vesting condition will be satisfied as to 25% of the RSUs on an annual basis beginning on the 12-month anniversary of January 5, 2026, in each case, subject to the reporting person's continued service through each vesting date.
2. Each RSU represents a contingent right to receive one share of common stock of the Issuer.
3. The shares subject to the option vest in equal monthly installments over 19 months measured from April 16, 2026, subject to the reporting person's continuous service as of each such vesting date.
4. The shares subject to the option vest in equal monthly installments over 34 months measured from April 6, 2026, subject to the reporting person's continuous service as of each such vesting date.
5. The shares subject to the option vest in equal monthly installments over 43 months measured from March 15, 2026, subject to the reporting person's continuous service as of each such vesting date.
6. The shares subject to the option vest in equal monthly installments over 48 months measured from the one-month anniversary of January 5, 2026, subject to the reporting person's continuous service as of each such vesting date.
/s/ Michael S. Turner, Attorney-in-Fact 05/06/2026
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

ATTACHMENTS / EXHIBITS

ex24-05072026_120521.htm

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