HawkEye 360, Inc.

Executive Officers and Directors

The following table provides information regarding our current executive officers and directors, including their ages as of December 31, 2025:

Executive Officers

John Serafini. John Serafini has served as our President and Chief Executive Officer since 2016. He has also served as Venture Partner and a member of the Investment Committee at Shield Capital, a venture capital firm that invests in early-stage AI, cybersecurity and space technology companies, since May 2021. Previously, he served as Senior Vice President of Allied Minds PLC., a publicly traded venture capital firm focused on early-stage company development within the technology and life sciences sectors, from 2011 to 2016, as an Airborne Ranger-qualified U.S. Army infantry officer from 1998 to 2004, and the National Guard from 2004 to 2006. Mr. Serafini has served as a member of the Advisory Board of the National Security Space Association since 2022, as a member of the Board of Governors of the Middle East Institute since 2024, and as a member of the Board of Trustees of the INSA Foundation since 2024. Mr. Serafini holds a B.S. from the United States Military Academy, an M.P.A. from the Harvard Kennedy School, and an M.B.A. from Harvard Business School. We believe that Mr. Serafini is qualified to serve on our board of directors due to his involvement since our inception and extensive expertise in investment and entrepreneurship.

Craig Searle. Craig Searle has served as our Chief Financial Officer since September 2025. Previously, Mr. Searle served as our Chief Business Officer from February 2025 to September 2025, Vice President of Strategic Finance from October 2023 to February 2025, and as a member of our Board of Directors and Audit Committee from 2019 to October 2023. Prior to joining us, Mr. Searle was Vice President of Strategy at 21shares, a financial technology company, from 2021 to 2023 where he was responsible for financial planning and analysis, strategy and business development. Previously, he served as Director of Strategic Investments and Acquisitions at Advance, a private holding company, from 2017 to 2021, where he was responsible for sourcing, diligence and execution of acquisitions and investments, and as an associate and later a director in Investment Banking at UBS Investment Bank, from 2012 to

2017. Mr. Searle holds a B.A. in Economics from the University of Rochester and an M.B.A. from Columbia Business School.

Patrick Zeitouni. Patrick Zeitouni has served as our Chief Strategy Officer since January 2023. Previously, Mr. Zeitouni served as Head of Space Mobility at Blue Origin, a space transportation company, from 2017 to December 2022, and as a partner at McKinsey & Co. from 2009 to 2017. He also worked as a senior systems engineer at Northrop Grumman, a defense company, from 2001 to 2007. Mr. Zeitouni holds a B.S. in Electrical Engineering from the Georgia Institute of Technology, an M.S. in Astronautics from the University of Southern California, an M.S. in Electrical Engineering from the University of Southern California, and an M.B.A. from the Massachusetts Institute of Technology’s Sloan School of Management.

Todd Probert. Todd Probert has served as our Chief Operating Officer since January 2026, and previously served as our President of U.S. Government Business from February 2025 to January 2026. From July 2020 to August 2024, Mr. Probert served as President of National Security and Innovative Solutions at CACI International Inc. From January 2020 to June 2020, Mr. Probert served as the President of Defense and Security at CAE Inc. and as a member of the board of directors of CAE US. Prior to his role at CAE Inc., Mr. Probert held various senior leadership positions, over approximately ten years, at RTX Corporation, an aerospace and defense company, including Vice President of Command and Control, Space, and Intelligence and Vice President of Engineering for one RTX’s four businesses. Mr. Probert holds a B.S. in Aerospace Engineering from the University of Michigan and an M.S. in Aeronautical and Astronautical Engineering from Purdue University.

Alex Fox. Alex Fox has served as our President, HawkEye 360 International since January 2026. Mr. Fox previously served as our President, International Business from February 2025 to January 2026, and as our Chief Growth Officer from 2019 to February 2025. Prior to joining us, Mr. Fox was Director of Space ISR Solutions at Harris Corporation, a technology and defense company, and previously held various executive roles in business development, engineering, and operations at IBM, USAF/A2Q Pentagon, DigitalGlobe, Northrop Grumman, GeoEye, Orbital Sciences Corporation, Fairchild Space and Defense, and the Georgia Tech Research Institute (GTRI). Since 2019, Mr. Fox has served on the Georgia Tech College of Computing Advisory Board. He holds a B.S. in Information and Computer Science from the Georgia Institute of Technology and an M.S. in Computer Science from Johns Hopkins University.

Michael Turner. Michael Turner has served as our Chief Legal Officer since December 2025. Previously, Mr. Turner held various roles at 908 Devices Inc., a publicly traded company focused on purpose-built handheld chemical analysis tools for vital health, safety, and defense technology applications, including Chief Legal and Administrative Officer from March 2023 to December 2025, Secretary from November 2020 to December 2025, and Vice President, General Counsel from November 2020 to March 2023. Previously, Mr. Turner served as Co-Chief Executive Officer, General Counsel and Executive Director from 2019 to 2020, and as Executive Vice President, General Counsel and Company Secretary from 2014 to 2019, of Allied Minds plc, a publicly traded venture firm focused on early-stage company development within the technology and life science sectors. Prior to that, he served as a Partner at DLA Piper LLP from 2010 to 2014, and as an Associate and later a Partner at Goodwin Procter LLP from 1998 to 2009, counseling public and private companies, investment banks, and private equity and venture capital firms, with an emphasis on capital markets, mergers and acquisitions, and corporate governance for growth companies in the technology and life science sectors. Mr. Turner holds a B.A. from Colgate University and a J.D. from Cornell Law School.

Chris Herndon. Chris Herndon has served as our Chief Information Officer since January 2026. Mr. Herndon previously served as our Chief Operating Officer and Chief Information Officer from March 2025 to January 2026, and as our Chief Information Officer from 2019 to March 2025. Mr. Herndon is also the founder of TechCentrics, Inc., a consulting company, and has served as its Chief Operating Officer since 2018. Prior to joining us, Mr. Herndon served as Director of White House Information Technology from 2017 to 2018, where he oversaw the development and execution of IT strategy and operations for the

Executive Office of the President. Mr. Herndon holds a B.S. in Electrical Engineering from the University of Maryland.

Janine Sweeney. Janine Sweeney has served as our Chief Human Resources Officer since January 2025. Previously, Ms. Sweeney was our Senior Vice President of Human Resources from 2019 to December 2024. Prior to joining us, Ms. Sweeney held leadership roles managing Human Resources at a variety of companies, including Comsearch, Data Systems and Solutions, OMNIPLEX World Services Corporation and Constellis. Ms. Sweeney holds a B.A. in Business Psychology from Miami University.

Each executive officer serves at the discretion of our board of directors and holds office until his or her successor is duly appointed and qualified or until his or her earlier resignation or removal.

Non-Employee Directors

Mark Spoto. Mark Spoto has served as a member of our board of directors since 2016. Mr. Spoto is a Co-Founder and Managing Partner at Razor’s Edge Ventures, a multi-stage investment firm that invests in technology companies solving significant challenges in national security and high-growth commercial markets, where he has been a Partner since 2011. Previously, Mr. Spoto was a Partner at Cooley LLP from 1999 to 2011. Mr. Spoto has served on the board of directors of 908 Devices, Inc. since 2012. Mr. Spoto also serves on the boards of several private companies, including BlackVe and X-Bow Systems. Mr. Spoto holds a B.S. in Aerospace Engineering from Boston University and a J.D. from Georgetown University Law Center. We believe that Mr. Spoto is qualified to serve on our board of directors due to his financial, investment and legal expertise.

David G. DeWalt. David G. DeWalt has served on our board of directors since April 2021. Mr. DeWalt is the Founder, Managing Director and Chief Executive Officer of NightDragon Security, a venture capital and advisory firm focused on cybersecurity, safety, security, and privacy, which he founded in 2012. He has also served as a Managing Director of AllegisCyber Capital, an early-stage cybersecurity venture capital firm, since 2017. Mr. DeWalt previously served as the Executive Chairman of FireEye, Inc., a global network cybersecurity company. He served as FireEye’s Chief Executive Officer from 2012 to 2016 and as Chairman of the board from 2012 to 2017. Mr. DeWalt was President and Chief Executive Officer of McAfee, Inc., a security technology company, from 2007 until 2011, when McAfee, Inc. was acquired by Intel Corporation. From 2003 to 2007, Mr. DeWalt held executive positions with EMC Corporation, a provider of information infrastructure technology and solutions, including serving as Executive Vice President and President - Customer Operations and Content Management Software. Mr. DeWalt has served on the boards of Delta Airlines since 2011 and Exelon Corporation since March 2025. Previously, Mr. DeWalt served on the boards of various public companies, including ForgeRock Inc. from 2017 to May 2022, Five9, Inc. from 2012 to June 2024, NightDragon Acquisition Corp. from February 2021 to December 2022 and Forescout Technologies, Inc. from 2015 to 2020. Mr. DeWalt holds a B.S. in Computer Science from the University of Delaware. We believe that Mr. DeWalt is qualified to serve on our board of directors due to his background in management and public company board experience.

Francis A. Finelli. Francis A. Finelli has served on our board of directors since March 2026. Mr. Finelli has served as the Founding Principal of White Pelican Advisory, LLC since March 2024 and as a Senior Advisor to The Carlyle Group, where he focuses on deals in the defense and aerospace industries, since his retirement from the firm in February 2024. From 1998 to February 2024, Mr. Finelli served as an investment professional at The Carlyle Group, where he was a Managing Director and Partner, and served as Military Legislative Assistant to Senator Dan Coats (R-IN) from 1997 to 1998. Previously, Mr. Finelli served in the U.S. Army from 1979 to 1997, retiring as Lieutenant Colonel of Field Artillery. He holds a B.S. in Economics from the U.S. Military Academy, an M.S. in Management from the Massachusetts Institute of Technology and an M.M.A.S. in Strategy from U.S. Army Command and General Staff College. We believe that Mr. Finelli is qualified to serve on our board of directors due to his strategy expertise and his experience in the defense and aerospace industries.

Arthur Money. The Honorable Arthur L. Money has served on our board of directors since 2019. Since 2001, Mr. Money has provided board and consulting services to a variety of public and private companies developing technology in intelligence, signal processing and information processing, including most recently The KeyW Corp., a national security solutions provider which was acquired by Jacobs, and BlackVe, Inc., a privately-held space systems firm. He has also served a number of companies as an advisor or on advisory boards, including Iridium Communications Inc., a global satellite communications company, 1Kosmos Inc., a privately-held remote identity verification company, and Razor’s Edge Ventures, a venture capital firm. Mr. Money has also served on a number of U.S. Government panels, boards and commissions, including the National Security Agency Advisory board from 2001 to 2018, and served as a Special Government Employee, including most recently to the Defense Science Board from 2001 to January 2025. Previously, Mr. Money held various roles in government service, including the U.S. Assistant Secretary of Defense for Command, Control, Communications and Intelligence (ASD C31) from 1998 to 2001, the DoW Chief Information Officer from 1998 to 2001, the Assistant Secretary of the Air Force for Research, Development and Acquisition from 1996 to 1998 and the Chief Information Officer for the Air Force from 1996 to 1998. Prior to his government service, Mr. Money served as President of ESL Inc., a subsidiary of TRW, from 1989 to 1996. Mr. Money holds a B.S. in Mechanical Engineering from San Jose State University and an M.S. in Mechanical Engineering from University of Santa Clara. We believe that Mr. Money is qualified to serve on our board of directors due to his vast experience in our industry.

Jonathan Shames. Jonathan Shames has served on our board of directors since March 2026. Mr. Shames has served on the Board of Trustees and as Audit Committee Chairman for Blue Owl Capital Digital Infrastructure Trust and Blue Owl Capital Real Estate Net Lease Trust, since August 2025 and August 2022, respectively. Since March 2022, Mr. Shames has served as a senior advisor to the Consulting division of Highspring, a management and technology consulting firm that works with leading businesses to address critical finance, technology, and business objectives. Previously, Mr. Shames held various roles, including senior leadership positions, at Ernst & Young LLP from 1983 to July 2021. He is a licensed CPA and holds a B.A. in Economics from Colgate University and an M.B.A. in Finance from New York University. We believe that Mr. Shames is qualified to serve on our board of directors due to his experience in audit, accounting, and financial reporting matters.

James “Sandy” Winnefeld. Admiral James A. “Sandy” Winnefeld Jr. has served as a member of our board of directors since February 2024. He currently serves as a consultant and as a Professor of the Practice at the Georgia Institute of Technology, roles he has held since 2015. Previously, Admiral Winnefeld held various senior leadership roles in the U.S. military, including as the Ninth Vice Chairman of the Joint Chiefs of Staff from 2011 to 2015. He served as the Chair of the President’s Intelligence Advisory Board from March 2022 to January 2025. Additionally, he has served on the board of directors and the Audit and Compensation Committees of Molson Coors Beverage Company since 2020 and on the board of directors and the Special Activities, Compensation, Governance and Audit Committees of RTX Corporation since 2017. He received his B.A.E. in Aerospace Engineering from the Georgia Institute of Technology and graduated from the Naval War College and Navy Nuclear Power School. We believe that Admiral Winnefeld is qualified to serve on our board of directors due to his defense and intelligence expertise, technology background, experience in strategic design, and prior experience on public company boards.

Family Relationships

There are no family relationships among any of our directors or executive officers.

Board Structure and Composition

Our business and affairs are managed under the direction of our board of directors, which at the time of this offering consists of seven members. Our directors were elected to, and currently serve on, the board pursuant to a voting agreement among us and certain of our stockholders and voting rights granted by our current amended and restated certificate of incorporation. The voting agreement will terminate upon the closing of this offering, after which there will be no further contractual obligations regarding the election of our directors.

In accordance with our amended and restated certificate of incorporation that will be in effect upon the closing of this offering, our board of directors will be divided into three classes, each of which will consist, as nearly as possible, of one-third of the total number of directors constituting our entire board and which will serve staggered three-year terms. At each annual meeting of stockholders, the successors to directors whose terms then expire will be elected to serve from the time of election and qualification until the third annual meeting following election. Our directors will be divided among the three classes as follows:

•Class I, which will consist of Francis A. Finelli, Arthur Money and James “Sandy” Winnefeld, and their terms will expire at our first annual meeting of stockholders to be held after the closing of this offering;

•Class II, which will consist of John Serafini and Jonathan Shames, and their terms will expire at our second annual meeting of stockholders to be held after the closing of this offering; and

•Class III, which will consist of David G. DeWalt and Mark Spoto, and their terms will expire at our third annual meeting of stockholders to be held after the closing of this offering.

Our amended and restated bylaws, which will become effective upon the closing of this offering, will provide that the authorized number of directors may be changed only by resolution approved by a majority of our board of directors. Any additional directorships resulting from an increase in the number of directors will be distributed among the three classes so that, as nearly as possible, each class will consist of one-third of the directors. The division of our board of directors into three classes with staggered three-year terms may delay or prevent a change of our management or a change of control.

Director Independence

Applicable New York Stock Exchange rules (the “Listing Rules”) require a majority of a listed company’s board of directors to be composed of independent directors within one year of listing. In addition, the Listing Rules require that, subject to specified exceptions, each member of a listed company’s audit, compensation and nominating and corporate governance committees be independent and that audit committee members also satisfy independence criteria set forth in Rule 10A-3 under the Exchange Act. The independence definition under the Listing Rules includes a series of objective tests, including that the director is not, and has not been for at least three years, one of our employees and that neither the director nor any of his or her family members has engaged in various types of business dealings with us. In addition, under the Listing Rules, a director will only qualify as an “independent director” if, in the opinion of the listed company’s board of directors, that person does not have a relationship that would interfere with the exercise of independent judgment in carrying out the responsibilities of a director.

Our board of directors has determined that all of our directors other than John Serafini, representing six of our seven directors, are “independent directors” as defined under the Listing Rules. In making such determination, our board of directors considered the current and prior relationships that each such director has with us and all other facts and circumstances that our board of directors deemed relevant in determining his or her independence, including the beneficial ownership of our capital stock by each director and the transactions described in the section titled “Certain Relationships and Related Party Transactions.”

Role of the Board in Risk Oversight

One of the key functions of our board of directors is informed oversight of our risk management process. Our board of directors does not have a standing risk management committee, but rather administers this oversight function directly through the board of directors as a whole, as well as through various standing committees of our board of directors that address risks inherent in their respective areas of oversight. In particular, our audit committee will monitor our major financial, accounting, legal, compliance, investment, tax, cybersecurity, and data privacy risks, and the steps our management has taken to identify and control these exposures, including by reviewing and setting guidelines, internal controls, and policies that govern the process by which risk assessment and management is undertaken. In addition, our compensation and management development committee will oversee the management of risks relating to our employment policies and executive compensation plans and arrangements, and our nominating and corporate governance committee will oversee the management of our corporate governance practices.

While our board of directors oversees our risk management, management is responsible for day-to-day risk management processes. Our board of directors expects management to consider risk and risk management in each business decision, to proactively develop and monitor risk management strategies and processes for day-to-day activities, and to effectively implement risk management strategies adopted by our board of directors, as a whole and at the committee level. We believe this division of responsibilities is the most effective approach for addressing the risks we face.

Board Committees

Our board of directors has established an audit committee, a compensation committee and a nominating and corporate governance committee, each of which operates pursuant to a committee charter. The composition and responsibilities of each of the committees of our board of directors are described below. Members serve on these committees until their resignation or until otherwise determined by our board of directors. Our board of directors may establish other committees as it deems necessary or appropriate from time to time.

Audit Committee

Upon the completion of this offering, our audit committee will consist of Francis A. Finelli, Jonathan Shames and James “Sandy” Winnefeld, with Jonathan Shames serving as chair of the audit committee. Our board of directors has determined that each of these individuals meets the independence requirements of Rule 10A-3 under the Exchange Act and the Listing Rules. Each member of our audit committee can read and understand fundamental financial statements in accordance with audit committee requirements. Our board of directors has also determined that Jonathan Shames qualifies as an audit committee financial expert within the meaning of SEC regulations and meets the financial sophistication requirements of the Listing Rules. In arriving at these determinations, the board has examined each audit committee member’s scope of experience and the nature of their prior and/or current employment.

The primary responsibilities of this committee include:

•helping our board of directors oversee our corporate accounting and financial reporting processes;

•managing the selection, engagement, qualifications, independence and performance of a qualified firm to serve as the independent registered public accounting firm to audit our financial statements;

•discussing the scope and results of the audit with the independent registered public accounting firm, and reviewing, with management and the independent accountants, our interim and year-end operating results;

•developing procedures for employees to submit concerns anonymously about questionable accounting or audit matters;

•reviewing related person transactions;

•coordinating the oversight and reviewing the adequacy of our internal control over financial reporting;

•obtaining and reviewing a report by the independent registered public accounting firm at least annually that describes our internal quality control procedures, any material issues with such procedures and any steps taken to deal with such issues when required by applicable law; and

•approving or, as permitted, pre-approving, audit and permissible non-audit services to be performed by the independent registered public accounting firm.

We believe that the composition and functioning of our audit committee will comply with all applicable SEC and the New York Stock Exchange rules and regulations. We intend to comply with future requirements to the extent they become applicable to us.

Compensation Committee

Upon the completion of this offering, our compensation committee will consist of David G. DeWalt, Arthur Money and Mark Spoto, with David G. DeWalt serving as chair of the compensation committee. Each of these individuals is a non-employee director, as defined in Rule 16b-3 promulgated under the Exchange Act and is an “outside director,” as defined pursuant to Section 162(m) of the Code. Our board of directors has determined that each of these individuals is “independent” as defined under the Listing Rules, including the standards specific to members of a compensation committee.

The primary responsibilities of this committee include:

•reviewing and approving, or recommending that our board of directors approve, the compensation of our executive officers;

•reviewing and recommending to our board of directors the compensation of our non-employee directors;

•reviewing and recommending to our board of directors the terms of any compensatory agreements with our executive officers;

•administering our stock and equity incentive plans;

•reviewing and approving, or making recommendations to our board of directors with respect to, incentive compensation and equity plans; and

•establishing our overall compensation philosophy.

We believe that the composition and functioning of our compensation committee will comply with all applicable SEC and the New York Stock Exchange rules and regulations. We intend to comply with future requirements to the extent they become applicable to us.

Nominating and Corporate Governance Committee

Upon the completion of this offering, our nominating and corporate governance committee will consist of Jonathan Shames, Mark Spoto and Sandy Winnefeld, with James “Sandy” Winnefeld serving as chair of the nominating and corporate governance committee. Our board of directors has determined that each of these individuals is “independent” as defined under the Listing Rules and SEC rules and regulations. The primary responsibilities of this committee include:

•identifying and recommending candidates for membership on our board of directors;

•recommending directors to serve on board committees;

•reviewing and recommending to our board of directors any changes to our corporate governance guidelines;

•reviewing proposed waivers of the code of conduct for directors and executive officers;

•overseeing any program relating to corporate responsibility and sustainability matters;

•overseeing the process of evaluating the performance of our board of directors; and

•advising our board of directors on governance matters.

We believe that the composition and functioning of our nominating and corporate governance committee will comply with all applicable SEC and New York Stock Exchange rules and regulations. We intend to comply with future requirements to the extent they become applicable to us.

Government and Security Committee

Upon the completion of this offering, our government and security committee will consist of Arthur Money, Sandy Winnefeld and Francis A. Finelli, with Arthur Money serving as chair of the government and security committee. Our board of directors has determined that each of these individuals is “independent” as defined under the Listing Rules and SEC rules and regulations. The primary responsibilities of this committee include:

•reviewing the strategic, operational and financial aspects of any classified or export-controlled business with the Company’s management;

•reviewing the policies and practices with respect to risk assessment and risk management and the internal control environment in the area of classified or export-controlled business activities;

•reviewing issues, procedures and programs relating to the security of the Company’s facilities, employees, systems and networks for the purposes of insider threat detection, physical security, and protection of classified or controlled cyber data and sensitive controlled (e.g., proprietary) information maintained by the Company;

•reviewing issues and procedures relating to the security of suppliers and the global supply chain within the Company’s classified or export-controlled business; and

•reviewing and assessing the results of significant internal and external reviews, audits and inspections related to the security of personnel, data, and facilities.

We believe that the composition and functioning of our government and security committee will comply with all applicable SEC and New York Stock Exchange rules and regulations. We intend to comply with future requirements to the extent they become applicable to us.

Compensation Committee Interlocks and Insider Participation

None of the members of our compensation committee are currently or has been at any time one of our officers or employees. None of our executive officers currently serves, or has served during the last year, as a member of the board of directors or compensation committee of any entity that has one or more executive officers serving as a member of our board of directors or compensation committee.

Code of Business Conduct and Ethics

Effective upon the pricing of this offering, we will adopt a code of business conduct and ethics that applies to all of our employees, officers, and directors. Following the pricing of this offering, the full text of our code of business conduct and ethics will be posted on the investor relations page on our website atwww.he360.com. We intend to disclose any amendments to our code of business conduct and ethics, or waivers of its requirements, on our website or in filings under the Exchange Act. Information contained on, or that can be accessed through, our website is not incorporated by reference into this prospectus, and you should not consider information on our website to be part of this prospectus.

Non-Employee Director Compensation

Historically, we have not had a formal compensation policy with respect to service on our board of directors. Other than as set forth in the table and described more fully below, we did not pay any compensation, make any equity awards, or non-equity awards to, or pay any other compensation to any of the non-employee directors during the year ended December 31, 2025. We intend to adopt a non-employee director compensation policy, pursuant to which our non-employee directors will be eligible to receive compensation for service on our board of directors and committees of our board of directors, to be effective following the completion of this offering. We have reimbursed and will continue to reimburse all of our non-employee directors for their reasonable out-of-pocket expenses incurred in attending board of directors and committee meetings.

John Serafini, our President and Chief Executive Officer, is also a member of our board of directors, but did not receive any additional compensation for his service as a director during this period.

2025 Director Compensation

(1)Amounts represent fees earned for attending meetings of the board of directors in 2025.

(2)Amounts reported represent the aggregate grant date fair value underlying options granted to the non-employee director during 2024 under the 2015 Plan. Amounts reported in this column have been computed in accordance with FASB ASC, Topic 718. The assumptions we use in calculating these amounts are included in Note 2 to our audited consolidated financial statements appearing at the end of this prospectus. This amount does not reflect dollar amounts actually received by the non-employee director or the economic value that may be received by the non-employee director.

(3)The following table sets forth the number of shares of common stock underlying outstanding stock option grants held by our non-employee directors as of December 31, 2025:

(4)Mr. Wajsgras resigned from our board of directors effective as of January 1, 2026.

In April 2017, our board of directors granted an option to purchase of 117,136 shares of our common stock to Hon. Money, which was fully vested as of December 31, 2025.

In September 2019, our board of directors granted an option to 40,000 shares of our common stock to Hon. Money, which was fully vested as of December 31, 2025.

In May 2021, our board of directors granted an option to purchase 4,000 shares of our common stock to Hon. Money, which was fully vested as of December 31, 2025.

In January 2023, our board of directors granted an option to purchase 1,000 shares of our common stock to Hon. Money, which was fully vested as of December 31, 2025.

In October 2023, our board of directors granted an option to purchase 75,000 shares of our common stock to Hon. Money, which was fully vested as of December 31, 2025.

In January 2023, our board of directors granted an option to purchase 5,000 shares of our common stock to Admiral Winnefeld. This stock option vests over a period of four years, with 25% of the shares underlying the stock option vested on January 1, 2024, and the remaining shares subject to the stock option vesting in equal monthly installments for the 36 months thereafter, subject to continued service through each applicable vesting date.

In February 2024, our board of directors granted an option to purchase 216,445 shares of our common stock to Admiral Winnefeld in connection with his appointment to our board of directors. This stock option vests over a period of four years, with 25% of the shares underlying the stock option vested February 16, 2025, and the remaining shares subject to the stock option vesting in equal monthly installments for the 36 months thereafter, subject to continued service through each applicable vesting date.

In January 2025, our board of directors granted an option to purchase 7,500 shares of our common stock to Hon. Money. This stock option vests in equal monthly installments over a period of four years, subject to continued service through each applicable vesting date.

In September 2025, our board of directors granted an option to purchase 238,862 shares of our common stock to Mr. Wajsgras in connection with his appointment to our board of directors. This stock option vests over a period of four years, with 25% of the shares underlying the stock option to vest on July 16, 2026, and the remaining shares subject to the stock option vesting in equal monthly installments for the 36 months thereafter, subject to continued service through each applicable vesting date.

Each of the unvested options described above are subject to single trigger acceleration in the event of a change in control of the Company.

Non-Employee Director Compensation Policy

Our board of directors adopted a non-employee director compensation policy in April 2026 that will become effective upon the pricing of this offering and is applicable to all of our non-employee directors. This compensation policy provides that each such non-employee director will receive the compensation described below for service on our board of directors:

Cash compensation. Under this policy, we will pay each of our non-employee directors cash retainers for service on our board of directors and committees of our board of directors as follows:

We will also reimburse each non-employee director for any ordinary and reasonable out-of-pocket expenses actually incurred by such director in connection with in-person attendance at and participation in meetings of our board of directors and committees of our board of directors.

Equity compensation. In addition to cash compensation, each non-employee director will be eligible to receive RSUs under our 2026 Plan. Vesting schedules for equity awards will be subject to the non-employee director’s continuous service on each applicable vesting date, provided that each award will vest in full upon a change in control of the company, as defined in the 2026 Plan.

Initial award. Each new non-employee director elected or appointed to our board of directors after the effective date of the policy will automatically be granted RSUs with an aggregate grant date fair value of $400,000. The RSUs subject to the initial grant will vest in substantially equal annual installments over a three-year period such that the initial grant is fully vested on the third anniversary of the grant date.

Annual awards. On the date of each annual meeting of stockholders of our company after the effective date of the policy, commencing with the 2027 annual meeting of stockholders, each non-employee director that continues to serve on our board of directors will automatically be granted RSUs with an aggregate grant date fair value of $200,000. The RSUs subject to the annual grant shall vest in full on the earlier of the first anniversary of the grant date or our next annual stockholder meeting, provided that such RSUs subject to the annual grant will in any case become fully vested on the date of our next annual stockholder meeting.

Non-employee director compensation limit. The cash and equity compensation that each non-employee director is eligible to receive under the policy will be subject to the director compensation limits set forth in the 2026 Plan.