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Form 3 HawkEye 360, Inc. For: May 06 Filed by: Fox Alex J

May 6, 2026 8:32 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 *
Fox Alex J
(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)
Pres, HawkEye 360 Int'l
 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 40,000 (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) 01/21/2029 Common Stock 7,538 0.77 D
Stock Option (Right to Buy) (3) 04/20/2030 Common Stock 42,550 2.29 D
Stock Option (Right to Buy) (3) 01/26/2031 Common Stock 4,545 2.64 D
Stock Option (Right to Buy) (3) 06/08/2031 Common Stock 37,500 2.78 D
Stock Option (Right to Buy) (3) 06/08/2031 Common Stock 34,218 2.78 D
Stock Option (Right to Buy) (3) 04/19/2032 Common Stock 25,000 4.25 D
Stock Option (Right to Buy) (3) 04/19/2032 Common Stock 22,812 4.25 D
Stock Option (Right to Buy) (4) 10/22/2033 Common Stock 15,000 2.31 D
Stock Option (Right to Buy) (5) 10/22/2033 Common Stock 15,000 2.31 D
Stock Option (Right to Buy) (3) 04/22/2035 Common Stock 7,815 3.02 D
Stock Option (Right to Buy) (6) 02/05/2036 Common Stock 40,000 11.42 D
Explanation of Responses:
1. Consists of 40,000 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). 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, 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. Fully vested.
4. The shares subject to the option vest in equal monthly installments over 48 months measured from the one-month anniversary of October 6, 2023, subject to the reporting person's continuous service as of each such vesting date.
5. Twenty-five percent of the shares subject to the stock option vested on each of February 1, 2025 and February 1, 2026. An additional twenty-five percent of the shares subject to the stock option will vest on February 1, 2027 subject to the Issuer's attainment of certain 2026 business objectives and the remaining twenty-five percent of the shares subject to the stock option will vest on February 1, 2028 subject to the Issuer's attainment of certain 2027 management and business objectives. An option tranche would be forfeited if the Issuer's board of directors determines that performance for the applicable year was below the threshold level and in each case is subject to the reporting person's continuous service through 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_120501.htm

Categories

SEC Filings