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BlackSky Technology Inc.

For the period ended Sep 30, 2025. Filed Nov 6, 2025.

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A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.

Sep 30, 2025 · Filed Nov 6, 2025

BKSY$23.90+12.0%Stored close · as of Nov 9, 2026

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Notes to Condensed Consolidated Financial Statements

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

September 30, 2025

  1. Organization and Business

BlackSky Technology Inc. (“BlackSky” or the “Company”), headquartered in Herndon, Virginia, is a space-based intelligence company that delivers real-time imagery, analytics and high-frequency monitoring. 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 data and analytics through easy-to-use web services or through platform application programming interfaces.

BlackSky hasthree primary operating subsidiaries, BlackSky Global LLC, BlackSky Geospatial Solutions, LLC, and BlackSky Satellite Systems LLC, fka 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 and this acquisition allows the Company to improve its control over the Gen-3 supply chain and production operations and longer term to expand the Company’s product offerings. See Note 8 - "Business Acquisition"- for further detail.

In July 2025, the Company issued $185.0 million principal amount of Convertible Notes due August 1, 2033 (the “Convertible Notes”) in a private offering. See Note 10 - "Debt and Other Financing"- for further detail.

During the nine months ended September 30, 2025, the Company issued and sold shares 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 nine months ended September 30, 2025. The transaction costs of $1.6 million for the equity issuances incurred during the nine months ended September 30, 2025, which primarily consisted of commissions, have been recorded as a reduction to additional paid-in capital in the unaudited condensed consolidated statements of changes in stockholders’ equity and consolidated balance sheets.

  1. Basis of Presentation and Summary of Significant Accounting Policies

Basis of Preparation

The Company has prepared its unaudited condensed consolidated financial statements in accordance with Generally Accepted Accounting Principles in the United States of America (“GAAP”) and the instructions to Form 10-Q and Article 8 of Regulation S-X of the Securities and Exchange Commission (the “SEC”). The accompanying unaudited condensed consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries. As noted in Note 1 - "Organization and Business" and Note 8 - "Business Acquisition", on November 6, 2024, the Company acquired the remaining 50% of the common units of BlackSky Satellite Systems, fka LeoStella, and it is now a wholly-owned subsidiary of BlackSky. Prior to the acquisition, the unaudited condensed 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 unaudited condensed consolidated financial statements have been prepared on a historical cost basis, except for certain financial assets and liabilities, including derivative financial instruments, which are stated at fair value. Unless otherwise indicated, amounts presented in the Notes pertain to the Company’s continuing operations.

Use of Estimates

The preparation of the unaudited condensed 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 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, and stock-based compensation.

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.

As of September 30, 2025 and December 31, 2024, the Company’s short-term investments had a carrying value of $117.7 million and $39.4 million, respectively, which represents amortized cost, and an aggregate fair value of $117.8 million and $39.4 million, respectively, which represents a Level 1 measurement based off of the fair value hierarchy.

Property and Equipment - net

Property and equipment are stated at cost, less accumulated depreciation. Depreciation expense is recognized in the unaudited condensed consolidated statements of operations and comprehensive loss on a straight-line basis over the estimated useful life of the related asset to its residual value. During the nine months ended September 30, 2025, the Company launched a new generation of satellites ("Gen-3") with a useful life of 5 years.

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 the more complex financial instruments and 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 imagery and software analytical services and professional and engineering services. Imagery and software analytical services revenue, which is mostly from subscription contracts from domestic and international government agencies, 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. Professional and engineering services revenue is generated from time and materials basis, firm fixed price service solutions, and firm fixed price long-term engineering and development contracts.

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, which can require the application of significant judgment, as further discussed below.

Revenue is measured at 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 on a prospective basis. The Company has contracts with significant variable consideration as of September 30, 2025.

Imagery & Software Analytical Services Revenue

Imagery

Imagery services include imagery delivered from the Company’s proprietary satellite constellation and Spectra software platform and in limited cases 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, where 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 ratably 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.

Data, Software, and Analytics

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, through which the Company 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.

Professional and Engineering Services Revenue

The Company performs various professional services, that are highly-interrelated, including providing technology enabled professional service solutions to support customer-specific software development requests, integration, testing, and training. The Company also provides engineering services, which include developing and delivering advanced satellite and payload systems for a limited number of customers that leverage the Company’s capabilities in mission systems engineering and operations, ground station operations, and software and systems development. These services, based on the context of the contract, are capable of being distinct performance obligations.

For firm fixed price professional and engineering service contracts, the Company recognizes revenue over time using the cost-to-complete method to measure progress to complete the performance obligation (“Estimate at Completion” or “EAC”). A performance obligation's EAC includes all direct costs such as labor, fringe, materials, subcontract costs and overhead. Significant judgment is used to estimate total costs at completion on a contract by contract basis including, but not limited to, labor productivity, program schedule, technical risk analysis, complexity, scope of the work to be performed and other 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 the 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 professional and engineering services contracts:

Three Months Ended September 30, · Nine Months Ended September 30,
2025202420252024(1)
(in thousands)
Revenue$758$(785)$(471)$218
Basic and diluted net loss per share$0.02$(0.04)$(0.01)$0.01

(1) For the nine months ended September 30, 2024, the Company had a favorable EAC adjustment of $1.2 million for an existing individual professional services contract. The remaining EAC adjustments are not individually significant to the Company.

For contracts structured as cost-plus-fixed-fee 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.

Imagery and Software Analytical Service and Professional and Engineering Service Costs

Imagery and software analytical service costs primarily include internal labor to support the ground station network and space operations, third-party data and imagery, and cloud computing and hosting services. The Company recognizes stock-based compensation expense for those employees whose work supports the imagery and software analytical service costs it provides to customers, under imagery and software analytical service costs, excluding depreciation and amortization. For those employees who provide these services to support customer-based programs, the stock-based compensation expense is classified under imagery and software analytical services costs.

Professional and engineering service costs primarily include the cost of internal labor for design and engineering in support of long-term development contracts for satellites and payload systems, as well as subcontract direct materials and external labor costs to build and test specific components, such as the communications system, payload demands, and sensor integration. In addition, the Company also recognizes internal labor costs and external subcontract labor costs for its customer-centric software service solutions. The Company recognizes stock-based compensation expense for those employees who provide professional and engineering services support to customers, under professional and engineering service costs, excluding depreciation and amortization.

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 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 unaudited condensed consolidated balance sheets as of September 30, 2025. The Sponsor Shares are adjusted to fair value at each reporting period and the change in fair value is recognized in gain (loss) on derivatives in the Company’s unaudited condensed 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 for which 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 outstanding 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 include a performance condition is 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. Expense related to stock-based payments is classified in the unaudited condensed 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 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 granted was estimated as of the date of grant. The Company granted stock options during the nine months ended September 30, 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 expected volatility was estimated based upon the historical share price volatility of guideline comparable companies.

Risk-free Interest Rate. The yield on actively traded non-inflation indexed U.S. Treasury notes was used 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.

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

  1. 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. ASU 2023-09 is effective for annual periods beginning January 1, 2025 and will be applied on a prospective basis with the option to apply the standard retrospectively. The Company plans to adopt ASU 2023-09 effective January 1, 2025 and the required disclosures will be included in the Company's Form 10-K that will be filed for the annual period ending December 31, 2025. The Company believes that the adoption will not have an impact on the financial position or results of operations. The Company is continuing to evaluate the impacts of this update and plans to use the prospective approach for annual disclosures in 2025.

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.

  1. 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 unaudited condensed consolidated results of the Company. The CODM uses consolidated net loss to assess financial performance and allocate resources. Accordingly, the Company is currently deemed to be comprised of onlyone operating segment andone reportable segment. This segment, which comprises the continuing operations of the Company’s single operating and reportable segment, provides geospatial intelligence, imagery and related data analytic products and services, of which the Company incurs costs and also recognizes revenue on professional and engineering services including but not limited to, the development, integration, and operation of satellites and software platforms, as well as ground systems, that support the Company's primary imagery service subscriptions. The following table presents selected financial information with respect to the Company’s single reportable segment for the three and nine months ended September 30, 2025 and 2024:

Three Months Ended September 30,Nine Months Ended September 30,
2025202420252024
Revenue
Imagery & software analytical services$15,782$17,276$50,593$52,578
Professional & engineering services3,8365,27320,76819,145
Total revenue19,61822,54971,36171,723
Costs and Expenses
Imagery & software analytical direct labor costs7485771,9761,957
Imagery & software analytical direct materials costs3,5813,1059,6318,602
Professional & engineering direct labor costs2,2621,9146,6556,919
Professional & engineering direct materials costs2241,0547,4003,087
Salaries and benefit costs10,68810,39634,20331,469
Stock-based compensation expense(1)3,4822,3779,5277,747
Other segment items(2)7,5955,23122,40616,560
Depreciation and amortization7,86411,12522,30833,586
Loss (gain) on derivatives(8,386)(3,574)14,148(8,593)
Loss on debt extinguishment4,140—4,140—
Interest income(1,324)(257)(2,574)(987)
Interest expense4,0373,14210,8898,805
Other822(60)19
Income tax expense3928104350
Net loss$(15,340)$(12,591)$(69,392)$(37,798)

(1) Relates to stock-based compensation 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 September 30, 2025 and December 31, 2024, the Company's segment assets, which are equal to the Company's consolidated assets on the unaudited condensed 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.

  1. Revenue

Disaggregation of Revenue

The Company earns revenue through the sale of imagery and software analytical services and professional and engineering services. The Company’s management primarily disaggregates revenue as follows: (i) imagery; (ii) data, software and analytics; (iii) professional services; and (iv) engineering services. This disaggregation allows the Company to evaluate market trends in certain imagery and software analytical services and professional and engineering services.

The following table disaggregates revenue by type for the three and nine months ended September 30, 2025 and 2024:

Three Months Ended September 30,Nine Months Ended September 30,
2025202420252024
(in thousands)
Imagery$13,571$15,565$44,495$46,783
Data, software, and analytics2,2111,7116,0985,795
Professional services2,9764,5369,01614,195
Engineering services(1)86073711,7524,950
Total revenue$19,618$22,549$71,361$71,723

(1) Engineering services includes $0.4 million of product revenue for the three months ended September 30, 2025 and 2024 and $11.1 million and $3.9 million of product revenue for the nine months ended September 30, 2025 and 2024, respectively.

The approximate revenue based on geographic location of end customers was as follows for the three and nine months ended September 30, 2025 and 2024:

Three Months Ended September 30,Nine Months Ended September 30,
2025202420252024
(in thousands)
North America$10,339$13,392$36,196$43,613
Middle East(1)3,1903,3857,64410,029
Asia Pacific(2)5,5415,54926,37617,323
Other5482231,145758
Total revenue$19,618$22,549$71,361$71,723

(1) For the three months ended September 30, 2025, Middle East revenue included $2.4 million of revenue from Country A. For the three and nine months ended September 30, 2024, Middle East revenue included $2.8 million and $9.4 million, respectively, of revenue from Country A. The amount of revenue from Country A for the nine months ended September 30, 2025 was not individually significant to the Company. The remaining Middle East countries were not individually significant to the Company.

(2) For the three and nine months ended September 30, 2025, Asia Pacific revenue included $4.5 million and $13.5 million, respectively, of revenue from Country B. For the three and nine months ended September 30, 2024, Asia Pacific revenue included $4.4 million and $11.9 million, respectively, of revenue from Country B. For the nine months ended September 30, 2025, Asia Pacific revenue included $9.5 million of revenue from Country C; the amount of revenue from Country C for the three months ended September 30, 2025 and three and nine months ended September 30, 2024 was not individually significant to the Company. The remaining Asia Pacific countries were not individually significant to the Company.

Revenue from categories of end customers for the three and nine months ended September 30, 2025 and 2024 was as follows:

Three Months Ended September 30,Nine Months Ended September 30,
2025202420252024
(in thousands)
U.S. federal government and agencies$9,998$12,903$35,181$41,608
International governments8,9769,04834,03028,095
Commercial and other6445982,1502,020
Total revenue$19,618$22,549$71,361$71,723

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 September 30, 2025, the Company had $322.7 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, of which a portion is recorded in deferred revenue in the unaudited condensed consolidated balance sheets, of $17.3 million, $56.9 million, and $248.5 million in the three months ended December 31, 2025, fiscal year 2026, and thereafter, respectively.

  1. Contract Assets and Liabilities

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

September 30,December 31,
20252024
(in thousands)
Contract assets - current:
Unbilled revenue$36,040$27,852
Total contract assets - current$36,040$27,852
Contract assets - long-term:
Unbilled revenue - long-term$7,329$173
Other contract assets - long-term605937
Total contract assets - long-term(1)$7,934$1,110
Contract liabilities - current:
Deferred revenue - current$21,662$2,160
Other contract liabilities - current—23
Total contract liabilities - current$21,662$2,183
Contract liabilities - long-term:
Deferred revenue - long-term$14,063$—
Other contract liabilities - long-term(2)369678
Total contract liabilities - long-term$14,432$678

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

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

Contract liabilities include payments received and billings made in advance of the satisfaction of performance obligations under the contract and are realized when the associated revenue is recognized under the contract. Contract assets include (i) 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 (ii) costs incurred incremental to the contract and to fulfill contract obligations. Other contract assets and other contract liabilities primarily relate to contract commissions on customer contracts.

Changes in short-term and long-term contract assets and contract liabilities for the nine months ended September 30, 2025 were as follows:

Contract AssetsContract Liabilities
(in thousands)
Balance as of January 1, 2025$28,962$2,861
Billings or revenue recognized that was included in the beginning balance(4,846)(1,646)
Changes in contract assets or contract liabilities, net of reclassification to receivables20,76135,311
Cumulative catch-up adjustment arising from changes in estimates to complete during the year(571)(100)
Changes in costs to fulfill and amortization of commission costs(332)—
Changes in contract commission costs—(332)
Balance as of September 30, 2025$43,974$36,094
  1. Prepaid Expenses and Other Current Assets

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

September 30,December 31,
20252024
(in thousands)
Insurance recoveries$7,573$—
Prepaid expenses5,4153,981
Other current assets453375
Total prepaid expenses and other current assets$13,441$4,356

The Company recognized a current asset for expected insurance recoveries as of September 30, 2025 related to a contingent liability for an ongoing claim for which the loss is expected to be within insurance limits.

  1. Business Acquisition

In November 2024, the Company acquired the remaining 50% of the common units of BlackSky Satellite Systems, fka 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 September 30, 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 equipment4,963
Intangible assets:
In-process research and development3,500
Trade names and trademarks1,200
Total intangible assets4,700
Other assets1,525
Total assets$12,795
Liabilities
Current liabilities$11,709
Other liabilities970
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 goodwill recognized is deductible for income tax purposes.

The acquisition-date fair value was determined 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.

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.

Three Months Ended September 30, 2024Nine Months Ended September 30, 2024
(in thousands)
Pro forma revenue26,36876,662
Pro forma net loss(14,705)(47,904)
  1. Property and Equipment - net

The following summarizes property and equipment - net as of:

September 30,December 31,
20252024
(in thousands)
Satellites$133,498$107,004
Software44,10132,587
Office furniture and fixtures9,0289,171
Production and engineering equipment3,0332,986
Software development in process2,7833,656
Site equipment2,5332,502
Computer equipment1,7911,578
Other equipment1,096812
197,863160,296
Less: accumulated depreciation(125,297)(114,683)
Property and equipment not yet placed in service299—
Property and equipment — net$72,865$45,613
  1. Debt and Other Financing

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

September 30,December 31,
20252024
(in thousands)
Current portion of long-term debt$5,813$2,000
Non-current portion of long-term debt196,250107,034
Total long-term debt202,063109,034
Unamortized debt issuance costs(7,002)(1,371)
Outstanding balance$195,061$107,663
Effective Interest Rate · September 30, · December 31,
Name of Loan · 2025 · 2024
(in thousands)
Convertible Notes8.73%$185,000$—
Satellite launch vendor financing7.77% - 11.62%17,0636,000
Loans from related parties12.23% - 12.57%—93,034
Commercial bank line10.98%—10,000
Total$202,063$109,034

Convertible Notes

In July 2025, the Company issued $185.0 million principal amount of Convertible Notes in a private offering. The Convertible Notes mature on August 1, 2033 unless earlier converted, redeemed or repurchased. The Convertible 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 Notes for the three and nine months ended September 30, 2025.

Three and Nine Months Ended September 30,
2025
(in thousands)
Coupon interest$2,926
Amortization of debt issuance costs170
Total interest expense$3,096

Holders may convert their Convertible 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 notes (equivalent to an initial conversion price of approximately $36.78 per share of Class A common stock). The Company may not redeem the Convertible Notes prior to August 4, 2028. The Company may redeem for cash all or any portion of the Convertible Notes, at the Company's option, on or after August 4, 2028 and prior to the 26 th 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 notes to be redeemed, plus accrued and unpaid interest to, but excluding, the redemption date.

Satellite Launch Vendor Financing

In November 2023, the Company entered into a vendor financing agreement for multiple satellite launches providing for $27.0 million, of which a portion can be drawn down equally per satellite launch and will be repaid quarterly on a pro-rata basis across athree-year period after each successful launch milestone. Payments will accrue interest at 12.6% per annum, beginning on each launch date. The Company may prepay at any time until the maturity date without premium or penalty. The outstanding debt related to the vendor financing agreement is guaranteed by the Company’s subsidiaries and secured by substantially all of the assets of the Company and its subsidiaries. During the nine months ended September 30, 2025, the Company incurred $12.8 million of additional debt related to the satellite launch vendor financing agreement.

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 and Seahawk, dated October 31, 2019 and previously amended on September 9, 2021. In July 2025, the Company repaid these loans 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 and 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)
2025$1,125
20266,250
20276,250
20283,438
2029—
Thereafter185,000
Total outstanding$202,063

Fair Value of Debt

The following table presents the fair value hierarchy of the Company’s outstanding long-term debt as of September 30, 2025:

September 30, 2025Quoted Prices in Active MarketsSignificant Other Observable InputSignificant Other Unobservable Inputs
(Level 1)(Level 2)(Level 3)
(in thousands)
Liabilities
Convertible Notes$207,283$—$—
Satellite launch vendor financing——17,052
$207,283$—$17,052

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.

  1. Equity Warrants Classified as Derivative Liabilities

Warrant Valuation

Equity warrants that are classified as derivative liabilities must be measured at fair value upon issuance and re-valued at the end of each reporting period through expiration and are included in derivative liabilities in the Company's unaudited condensed consolidated balance sheets. Any change in fair value between the respective reporting dates is recognized as an unrealized gain or loss in the accompanying unaudited condensed consolidated statements of operations and comprehensive loss (see Note 16). The Company's derivative liabilities were made up of only equity warrants and the Sponsor Shares as of September 30, 2025 and 2024.

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 September 30, 2025:

Number of SharesExercise PriceRedemption PriceExpiration DateClassificationLoss in Value for the Nine Months Ended September 30, 2025Fair Value as of September 30, 2025
(in thousands) · (in thousands)
Public Warrants1,977$92.00$144.009/9/2026Liability$940$2,668
Private Placement Warrants - Issued October 201952092.00144.009/9/2026Liability193677
Private Placement Warrants - Issued October 2019520160.00144.009/9/2026Liability5234
Private Placement Warrants - Issued March 20231,44017.61N/A9/8/2028Liability9,94719,650

In July 2025,611 thousand of the March 2023 Private Placement Warrants were exercised, which resulted in proceeds of $10.8 million to the Company in exchange for shares of Class A common stock. The Company recognized a net loss in value of $1.2 million related to the exercised warrants during the nine months ended September 30, 2025, which was recorded to gain (loss) on derivatives in the unaudited condensed consolidated statements of operations and comprehensive loss.

In addition, the Company has 221 thousand Class A common stock warrants outstanding which 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 unaudited condensed consolidated balance sheets.

  1. Other Current Liabilities

The components of other current liabilities were as follows:

September 30,December 31,
20252024
(in thousands)
Contingent liabilities$7,558$158
Accrued interest3,709378
Operating lease right-of-use liabilities803775
Other current liabilities217182
Total other current liabilities$12,287$1,493

The Company accrued a contingent liability and an offsetting current receivable as of September 30, 2025 related to an ongoing claim for which the loss is within insurance limits.

  1. Net Loss Per Share of Class A Common Stock

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

Three Months Ended September 30,Nine Months Ended September 30,
2025202420252024
(in thousands except per share information)
Net loss available to common stockholders - basic and diluted$(15,340)$(12,591)$(69,392)$(37,798)
Basic and diluted net loss per share$(0.44)$(0.66)$(2.11)$(2.05)
Shares used in the computation of basic and diluted net loss per share35,19419,12032,84318,394

The potentially dilutive securities listed below were not included in the calculation of diluted weighted average common shares outstanding, as their effect would have been anti-dilutive during the three and nine months ended September 30, 2025 and 2024.

Three and Nine Months Ended September 30,
20252024
(in thousands)
Convertible Notes6,539—
Class A common stock warrants221221
Stock options1,853880
Restricted stock units2,8082,558
Public Warrants (exercisable for Class A common stock) treated as liability1,9771,977
Private Placement Warrants (exercisable for Class A common stock) treated as liability2,4803,091
Sponsor Shares296296
  1. Stock-Based Compensation

The stock-based compensation expense attributable to continuing operations is included in the unaudited condensed consolidated statements of operations and comprehensive loss as indicated in the table below:

Three Months Ended September 30,Nine Months Ended September 30,
2025202420252024
(in thousands)
Imagery & software analytical service costs, excluding depreciation and amortization$40$34$112$138
Professional & engineering service costs, excluding depreciation and amortization132108366359
Selling, general and administrative3,4822,3779,5277,747
Total stock-based compensation expense$3,654$2,519$10,005$8,244

The Company recorded stock-based compensation related to capitalized internal labor for software development activities and satellite work in process of $0.2 million and $0.1 million during the three months ended September 30, 2025 and 2024, respectively, and $0.5 million and $0.4 million during the nine months ended September 30, 2025 and 2024, respectively. These amounts were included in property, plant, and equipment - net and satellite work in process in the unaudited condensed consolidated balance sheets.

  1. Related Party Transactions

A summary of the Company’s related party transactions during the nine months ended September 30, 2025 and 2024 is presented below:

Amount Due to Related Party as of
Total Payments in the Nine Months Ended September 30, · September 30, · December 31,
Nature of Relationship · 2025 · 2024 · 2025 · 2024
Name · Description of the Transactions · (in thousands)
LeoStellaFormer Joint Venture with Thales Alenia SpaceThe 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, and it is now a wholly-owned subsidiary of BlackSky.N/A$23,422N/AN/A
Ursa Space SystemsStrategic PartnerThe 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.$3754174242
Thales Alenia SpaceShareholder and Parent of Wholly-owned Subsidiary, SeahawkDesign, development and manufacture of telescopes.4,8083,666——
SeahawkSubsidiary of Thales Alenia SpaceIn 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.28,101277—25,072
IntelsatFormer debt IssuerIn 2019, the Company entered into a term loan facility for $50.0 million and issued 20.2 million warrants to purchase Legacy BlackSky common stock. In July 2025, the Company repaid all debt outstanding and accrued interest to Intelsat.$76,3911,050N/A67,962

The Company recorded revenue from related parties of $0.5 million and $0.4 million for the three months ended September 30, 2025 and 2024, respectively, and $11.2 million and $3.9 million for the nine months ended September 30, 2025 and 2024, respectively. As of September 30, 2025 and December 31, 2024, the Company had $22.4 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 September 30, 2025 and 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 $2.7 million during the three months ended September 30, 2025 and interest payments of $3.8 million and $1.0 million during the nine months ended September 30, 2025 and 2024, respectively. The Company did not make any interest payments during the three months ended September 30, 2024. 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.

  1. 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 September 30, 2025 and December 31, 2024 and indicate the fair value hierarchy level of the valuation techniques and inputs that the Company utilized to determine such fair value:

September 30, 2025Quoted Prices in Active MarketsSignificant Other Observable InputSignificant Other Unobservable Inputs
(Level 1)(Level 2)(Level 3)
(in thousands)
Liabilities
Public Warrants$2,668$—$—
Private Placement Warrants - Issued October 2019——911
Private Placement Warrants - Issued March 2023——19,650
Sponsor Shares——3,555
$2,668$—$24,116
December 31, 2024Quoted Prices in Active MarketsSignificant Other Observable InputSignificant 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 September 30, 2025 and December 31, 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 8—“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 nine months ended September 30, 2025 or 2024.

The following is a summary of changes in the fair value of the Level 3 liabilities during the nine months ended September 30, 2025 and 2024:

Sponsor SharesPrivate Placement Warrants - Issued October 2019Private Placement Warrants - Issued March 2023
(in thousands)
Balance as of January 1, 2025$1,703$713$13,820
Warrant exercises——(10,961)
Loss from changes in fair value1,85219816,791
Balance as of September 30, 2025$3,555$911$19,650
Sponsor SharesPrivate Placement Warrants - Issued October 2019Private Placement Warrants - Issued March 2023
(in thousands)
Balance as of January 1, 2024$1,304$583$12,467
Gain from changes in fair value(687)(375)(7,218)
Balance as of September 30, 2024$617$208$5,249
  1. Commitments and Contingencies

Legal Proceedings

From time to time, the Company may become involved in various claims and legal proceedings arising in the ordinary course of business, which, by their nature, are inherently unpredictable. Regardless of outcome, 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 a settlement in principle, for which the parties are currently negotiating a stipulation of settlement. See Note 12—“Other Current Liabilities” of the notes to the unaudited condensed consolidated financial statements for further information on this settlement. Any settlement will be subject to Court approval. 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 7—“Prepaid Expenses and Other Current Assets” of the notes to the unaudited condensed consolidated financial statements for further information on the insurance proceeds.

Other Commitments

The Company has entered into service agreements for ground station services to be performed by third-parties of approximately $5.5 million during the nine months ended September 30, 2025. As of September 30,

2025, the Company has entered into various operational agreements for the next several years with remaining minimum commitments of approximately $31.0 million.

  1. Concentrations, Risks, and Uncertainties

The Company has a concentration of contractual revenue arrangements with the U.S. federal government and agencies as well as with international governments. Accounts receivable related to U.S. federal government and agencies was $2.5 million and $11.2 million as of September 30, 2025 and December 31, 2024, respectively. The Company had the following customers whose revenue and accounts receivable balances individually represented 10% or more of the Company’s total revenue:

Revenue
Three Months Ended September 30,Nine Months Ended September 30,
2025202420252024
(in thousands)
U.S. federal government and agencies51%57%49%58%
Customer B**16%*
Customer C23%19%19%16%
Customer D12%12%*13%
Accounts Receivable
As of September 30, 2025As of December 31, 2024
(in thousands)
U.S. federal government and agencies61%76%
Customer B**
Customer C**
Customer D**
  • Revenue and/or accounts receivable from these customers were less than 10% of total revenue and/or accounts receivable during the period.

The Company generally extends credit on account, without collateral. Outstanding accounts receivable balances are evaluated by management, and accounts are reserved when it is determined collection is not probable. As of September 30, 2025 and December 31, 2024, the Company evaluated the realizability of the aged accounts receivable, giving consideration to each customer’s financial history and liquidity position, credit rating and the facts and circumstances of collectability on each outstanding account, and did not have a significant reserve for uncollectible accounts.

  1. Subsequent Events

The Company evaluated subsequent events through November 6, 2025 and determined that there have been no events that have occurred that would require adjustments to its disclosures or the consolidated financial statements.

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The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.