Sec Form 3 Filing - Herndon Charles Christopher @ HawkEye 360, Inc. - 2026-05-06

Insider filing report for Changes in Beneficial Ownership
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FORM 3
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
Herndon Charles Christopher
2. Issuer Name and Ticker or Trading Symbol
HawkEye 360, Inc. [ HAWK]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
Chief Information Officer
(Last) (First) (Middle)
C/O HAWKEYE 360, INC., 450 SPRINGPARK PLACE, SUITE 500
3. Date of Earliest Transaction (MM/DD/YY)
05/06/2026
(Street)
HERNDON, VA20170
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
__ X __ Form filed by One Reporting Person
_____ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)
7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 40,000 ( 1 ) ( 2 ) D
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)
6. Date Exercisable and Expiration Date
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Series A-1 Preferred Stock ( 3 ) ( 3 ) ( 3 ) Common Stock 1,818 D
Stock Option (Right to Buy) $ 2.29 ( 4 ) 09/18/2029 Common Stock 131,004 D
Stock Option (Right to Buy) $ 2.78 ( 4 ) 06/08/2031 Common Stock 21,875 D
Stock Option (Right to Buy) $ 4.25 ( 4 ) 04/19/2032 Common Stock 19,271 D
Stock Option (Right to Buy) $ 2.31 ( 5 ) 10/22/2033 Common Stock 15,000 D
Stock Option (Right to Buy) $ 2.31 ( 6 ) 10/22/2033 Common Stock 7,500 D
Stock Option (Right to Buy) $ 3.02 ( 7 ) 04/22/2035 Common Stock 80,000 D
Stock Option (Right to Buy) $ 11.42 ( 8 ) 02/05/2036 Common Stock 40,000 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Herndon Charles Christopher
C/O HAWKEYE 360, INC.
450 SPRINGPARK PLACE, SUITE 500
HERNDON, VA20170
Chief Information Officer
Signatures
/s/ Michael S. Turner, Attorney-in-Fact 05/06/2026
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Consists of 40,000 Restricted Stock Units (RSUs). The RSUs vest upon the satisfaction of both a service-based vesting condition and a liquidity event vesting condition. The liquidity event vesting condition will be satisfied upon the closing of the Issuer's initial public offering (IPO). The service-based vesting condition will be satisfied as to 25% of the RSUs on an annual basis beginning on the 12-month anniversary of January 5, 2026, subject to the reporting person's continued service through each vesting date.
( 2 )Each RSU represents a contingent right to receive one share of common stock of the Issuer.
( 3 )Each share of the Series A-1 Preferred Stock is convertible into shares of the Issuer's common stock on a 1-for-1 basis, at the holder's election, and will automatically convert into shares of the Issuer's common stock upon the closing of the initial public offering pursuant to their terms. The Series A-1 Preferred Stock has no expiration date.
( 4 )Fully vested.
( 5 )The shares subject to the option vest in equal monthly installments over 48 months measured from the one-month anniversary of October 6, 2023, subject to the reporting person's continuous service as of each such vesting date.
( 6 )Twenty-five percent of the shares subject to the stock option will vest on February 1, 2027 subject to the Issuer's attainment of certain 2026 business objectives and the remaining twenty-five percent of the shares subject to the stock option will vest on February 1, 2028 subject to the Issuer's attainment of certain 2027 management and business objectives. An option tranche would be forfeited if the Issuer's board of directors determines that performance for the applicable year was below the threshold level and in each case is subject to the reporting person's continuous service through each such vesting date.
( 7 )The shares subject to the option vest in equal monthly installments over 48 months measured from the one-month anniversary of January 6, 2025, subject to the reporting person's continuous service as of each such vesting date.
( 8 )The shares subject to the option vest in equal monthly installments over 48 months measured from the one-month anniversary of January 5, 2026, subject to the reporting person's continuous service as of each such vesting date.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

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