UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of report (Date of earliest event reported): July 17, 2025

BlackSky Technology Inc.

(Exact Name of Registrant as Specified in Charter)


Delaware	001-39113	83-1833760
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification Number)


2411 Dulles Corner Park
Suite 300
Herndon,	Virginia	20171
(Address of principal executive offices)		(Zip code)

(571) 267-1571

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the Registrant under any of the following provisions:


☐			Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐			Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐			Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐			Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Class A common stock, par value $0.0001 per share

BKSY

The New York Stock Exchange

Warrants, exercisable for shares of Class A common stock at an exercise price of $92.00 per share

BKSY.W

The New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 21.0201. Entry ~~Results~~into ofa ~~Operations~~Material ~~and~~Definitive ~~Financial Condition.~~Agreement

OnIndenture ~~July 17, 2025, BlackSky Technology Inc. (the “Company”) announced the following preliminary estimated selected unaudited financial results for the three~~ and ~~six months ended June 30, 2025, compared to the three and six months ended June 30, 2024.~~ Notes

	Three Months Ended June 30,				Six Months Ended June 30,
	2025		2024		2025		2024
	(unaudited)(in thousands)
Selected Statement of Operations Data:
Revenue	$	22,200	$	24,938	$	51,744	$	49,174
Imagery & software analytical services	17,982		17,469		34,811		35,302
Professional & engineering services	4,218		7,469		16,933		13,872
Selected Consolidated Balance Sheet Data:
Cash and cash equivalents, including restricted cash and short-term investments	94,940		42,329		94,940		42,329

On July 22, 2025, BlackSky Technology Inc. (the “Company”) completed its previously announced private offering (the “Offering”) of $185 million aggregate principal amount of 8.25% Convertible Senior Notes due 2033 (the “Notes”), including the exercise in full of the initial purchasers’ option to purchase up to an additional $25 million principal amount of the Notes. The Notes were issued pursuant to an indenture, dated July 22, 2025 (the “Indenture”), between the Company and U.S. Bank Trust Company, National Association, as trustee.

~~For~~The ~~the~~Notes ~~three~~are ~~months~~general ~~ended~~senior ~~June~~unsecured ~~30,~~obligations ~~2025,~~of ~~revenue~~the ~~from~~Company ~~imagery~~and &will ~~software~~accrue ~~analytical~~interest ~~services~~payable ~~was~~semiannually ~~$18.0~~in ~~million,~~arrears ~~compared~~on toFebruary ~~$17.5~~1 ~~million~~and ~~for~~August ~~the~~1 ~~three~~of ~~months~~each ~~ended June 30~~year, ~~2024.~~beginning ~~Revenue~~on ~~remained~~February ~~relatively flat for the three months ended June 30~~1, ~~2025 as compared to the same period in 2024~~2026, inat ~~part as~~ a ~~result~~rate of ~~customers~~8.25% ~~maintaining~~per ~~their~~year. ~~utilization~~The ~~rates~~Notes onwill ~~the~~mature ~~Company’s~~on ~~Gen-2~~August ~~satellites~~1, ~~and~~2033, ~~deferring~~unless ~~potential~~earlier ~~utilization~~converted, ~~increases~~redeemed ~~until~~or ~~the launch of its Gen-3 satellites~~repurchased.

~~For~~The ~~the~~Notes ~~three~~are ~~months~~convertible ~~ended~~at ~~June~~the ~~30,~~option ~~2025,~~of ~~revenue~~the ~~from~~holders ~~professional~~at &any ~~engineering~~time ~~services~~prior ~~was~~to ~~$4.2~~the ~~million,~~close ~~compared~~of tobusiness ~~$7.5~~on ~~million~~the ~~for~~second ~~the~~scheduled ~~three~~trading ~~months~~day ~~ended~~immediately ~~June~~preceding ~~30,~~the ~~2024~~maturity date. ~~The~~Upon ~~decrease~~conversion, inthe ~~revenue~~Company iswill ~~primarily~~pay ~~from~~or ~~differences~~deliver, inas the ~~progress~~case ofmay ~~revenue~~be, ~~recognition~~cash, ~~related~~shares toof ~~long-term~~the ~~contracts~~Company’s ~~that~~Class ~~are~~A incommon ~~various~~stock, ~~stages~~par ofvalue ~~completion~~$0.0001 ~~Professional~~per ~~and~~share ~~engineering~~(the ~~services~~“Class ~~revenue~~A ~~contains~~common ~~estimates~~stock”) ~~that~~or ~~can~~a ~~result~~combination inof ~~the~~cash ~~recognition~~and shares of ~~revenue~~Class inA acommon ~~current~~stock, ~~period~~at ~~for~~the ~~performance~~Company’s ~~obligations~~election, ~~which~~in ~~were~~the ~~satisfied~~manner orand ~~partially~~subject ~~satisfied~~to inthe aterms ~~prior~~and ~~period.~~conditions provided in the Indenture.

~~For~~The conversion rate of the ~~six~~Notes ~~months~~will ~~ended~~initially ~~June~~be 3027.1909 shares of Class A common stock per $1,000 ~~2025~~principal amount of Notes, ~~revenue~~which ~~from~~is ~~imagery~~equivalent &to ~~software~~an ~~analytical~~initial ~~services~~conversion ~~was~~price of approximately $3436.878 ~~million~~per share of Class A common stock. The initial conversion price of the Notes represents a premium of approximately 30% over the last reported sale price of the Class A common stock on The New York Stock Exchange on July 17, ~~compared~~2025. The conversion rate for the Notes is subject to ~~$35~~adjustment under certain circumstances in accordance with the terms of the Indenture.3 ~~million~~In addition, following certain corporate events that occur prior to the maturity date or if the Company delivers a notice of redemption in respect of the Notes, the Company will, in certain circumstances, increase the conversion rate of the Notes for a holder who elects to convert its Notes in connection with such a corporate event or convert its Notes called (or deemed called) for redemption during the ~~three~~related ~~months~~redemption ~~ended~~period ~~June~~(as 30defined in the Indenture), ~~2024.~~as the case may be.

~~For~~The Company may not redeem the ~~six~~Notes ~~months~~prior ~~ended~~to ~~June~~August 304, ~~2025,~~2028. ~~revenue~~The ~~from~~Company ~~professional~~may &redeem ~~engineering~~for ~~services~~cash ~~was~~all ~~$16.9~~or ~~million~~any portion of the Notes (subject to certain limitations), ~~compared~~at its option, on or after August 4, 2028 and prior to ~~$13.9~~the ~~million~~26th scheduled trading day immediately preceding the maturity date, if the last reported sale price of the Class A common stock has been at least 130% of the conversion price for the ~~three~~Notes ~~months~~then ~~ended~~in ~~June~~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, ~~2024.~~and ~~The~~including, ~~increase~~the intrading ~~revenue~~day isimmediately ~~primarily~~preceding ~~due~~the todate on which the Company provides notice of redemption, and if certain liquidity conditions are satisfied, at a ~~new~~redemption ~~contract~~price ~~for~~equal to 100% of the ~~delivery~~principal amount of ~~one~~the ~~Earth~~Notes ~~observation~~to ~~satellite~~be redeemed, plus accrued and unpaid interest to, but excluding, the redemption date.

AsHolders of ~~June~~Notes ~~30,~~may ~~2025,~~require the Company's ~~cash~~to ~~and~~repurchase for cash ~~equivalents~~all ~~balance~~or ~~was~~any ~~$94.9~~portion ~~million~~of their Notes on August 6, ~~compared~~2030 at a repurchase price equal to ~~$42.3~~100% ~~million~~of asthe principal amount of ~~June~~Notes 30to be repurchased, ~~2024.~~plus ~~The~~accrued ~~increase~~and inunpaid ~~cash~~interest ~~and~~to, ~~cash~~but ~~equivalents~~excluding, isAugust ~~primarily~~6, ~~due~~2030. toIn ~~equity~~addition, ~~issuances~~if ~~via~~the Company undergoes a ~~public~~fundamental ~~offering~~change (as defined in the Indenture), then, subject to certain conditions and except as set forth in the ~~at-~~Indenture, holders may require the~~-market~~ ~~offering~~Company ~~program~~to repurchase for ~~gross~~cash ~~proceeds~~all or any portion of ~~$90.0~~their ~~million.~~Notes ~~This~~at ~~was~~a ~~partially~~repurchase ~~offset~~price byequal ~~normal~~to ~~course~~100% ~~operating~~of ~~expenses~~the principal amount of the Notes to be repurchased, plus accrued and ~~cash~~unpaid ~~outflows~~interest ~~for~~to, ~~satellite~~but ~~procurement~~excluding, the fundamental change repurchase date.

~~These~~The ~~financial~~Indenture ~~results~~includes ~~are~~customary ~~only~~covenants ~~preliminary estimates~~ and ~~are~~sets ~~based~~forth oncertain ~~information~~events ~~available to management as~~ of ~~July~~default ~~17,~~after ~~2025,~~which ~~and~~the ~~these~~Notes ~~expectations~~may ~~could~~be ~~change.~~declared ~~The~~immediately ~~Company’s~~due ~~actual financial results as of~~ and ~~for~~payable ~~the three~~ and ~~six~~sets ~~months~~forth ~~ended~~certain ~~June~~types ~~30, 2025 are subject to the completion~~ of ~~the~~bankruptcy ~~Company’s~~or ~~financial~~insolvency ~~statements~~events as of ~~and~~default ~~for~~involving ~~such period and will be impacted by certain estimates and assumptions. There can be no assurance that~~ the Company’s ~~actual~~after ~~results~~which ~~for~~ the ~~three~~Notes ~~and~~become ~~six~~automatically ~~months~~due ~~ended June 30, 2025 will not differ from the preliminary financial results presented herein,~~ and ~~such changes could be material~~payable. The ~~preliminary~~following ~~financial~~events ~~results~~are ~~presented~~considered ~~herein~~“events ~~should~~of ~~not~~default” beunder ~~viewed~~the ~~as a substitute for full financial statements prepared in accordance~~ Indenture:

~~with~~•default ~~the generally accepted accounting principles~~ in ~~the United States and are not indicative of the results to be achieved for~~ any ~~future~~payment periods. Neither the entity’s independent accountants, nor any other independent accountants, have compiled, examined, or performed any procedures with respect to the preliminary second quarter 2025 financial information contained herein, nor have they expressed any opinion or any other form of ~~assurance~~interest on ~~such information, and assume no responsibility for, and disclaim~~ any ~~association~~Note ~~with,~~when ~~the~~due ~~preliminary second quarter 2025 financial information. Complete quarterly results as of~~ and ~~for~~payable ~~the three~~ and ~~six months ended June 30, 2025 will be announced during~~ the ~~Company’s~~default ~~second~~continues ~~quarter financial results earnings conference call and included in its Quarterly Report on Form 10-Q~~ for ~~the~~a ~~three~~period ~~months~~of ~~ended June~~ 30, ~~2025.~~ days;

~~The~~•default ~~information~~ in ~~this~~the ~~Item~~payment ~~2.02 shall not be deemed “filed” for purposes~~ of ~~Section~~principal 18 of ~~the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in~~ any ~~filing~~Note ~~under~~when ~~the~~due ~~Securities~~and ~~Act~~payable ofat ~~1933,~~its asstated ~~amended (the “Securities Act”)~~maturity, orupon ~~the~~optional ~~Exchange Act~~redemption, ~~whether~~upon ~~made before or after the date hereof, regardless of~~ any ~~general~~required ~~incorporation language in such filing~~repurchase, ~~except~~upon asdeclaration ~~expressly~~of ~~set~~acceleration ~~forth~~or ~~by specific reference in such a filing.~~otherwise;

~~Item~~•failure ~~7.01.~~by ~~Regulation~~the FDCompany ~~Disclosure.~~to comply with its obligation to convert the Notes in accordance with the Indenture upon exercise of a holder’s conversion right and such failure continues for three business days;

~~Shares~~•failure ~~outstanding~~by asthe Company to give (i) a fundamental change notice or notice of ~~June~~a 30make-whole fundamental change (each as described in the Indenture), ~~2025~~in either case when due and such failure continues for five business days, or (ii) notice of a specified distribution (as described in the Indenture) when due and such failure continues for one business day;

As•failure ofby ~~June 30, 2025, there were 34,853,623 shares of~~ the Company’s ~~Class~~to Acomply ~~common~~with ~~stock~~its ~~outstanding,~~obligations ~~which~~in ~~includes~~respect ~~the issuance~~ of ~~3,081,210~~any ~~shares of the Company’s Class A common stock pursuant to its at-the-market offering program (“ATM Program”) subsequent to March 31~~consolidation, ~~2025~~merger ~~but~~or ~~excludes~~sale ~~3,544,156 shares~~ of ~~the Company’s Class A common stock reserved for issuance in connection with the Company’s ATM Program.~~assets;

~~Revised~~•failure ~~financial~~by ~~guidance~~the Company to comply with any of the Company’s other agreements in the Notes or the Indenture for 60 days after receipt of written notice of such failure from the ~~full~~trustee ~~year~~or ~~ending~~the ~~December~~holders ~~31,~~of ~~2025~~at least 25% in principal amount of the Notes then outstanding;

~~Based~~•default onby ~~information~~the ~~and~~Company ~~expectations~~or asany of ~~July~~its 17significant subsidiaries (as defined in the Indenture) with respect to any mortgage, ~~2025~~agreement or other instrument under which there may be outstanding, or by which there may be secured or evidenced, any indebtedness for money borrowed with a principal amount in excess of $20 million (or its foreign currency equivalent) in the aggregate of the Company isand/or ~~revising~~any ~~certain~~such ~~financial~~significant ~~guidance~~subsidiary, ~~for~~whether such indebtedness now exists or shall hereafter be created, (i) resulting in such indebtedness becoming or being declared due and payable prior to its stated maturity date or (ii) constituting a failure to pay the ~~full~~principal ~~year~~of ~~ending~~any ~~December~~such 31indebtedness when due and payable (after the expiration of all applicable grace periods) at its stated maturity, ~~2025~~upon required repurchase, ~~previously~~upon ~~issued~~declaration onof ~~March~~acceleration 6or otherwise, ~~2025~~and in the cases of clauses (i) and (ii), such acceleration shall not have been rescinded or annulled or such failure to pay or default shall not have been cured or waived, or such indebtedness is not paid or discharged, as ~~follows:~~the case may be, within 30 days after written notice to the Company by the trustee or to the Company and the trustee by holders of at least 25% in aggregate principal amount of the Notes then outstanding in accordance with the Indenture; and

•~~Full~~certain ~~year~~events ~~2025~~of ~~revenue~~bankruptcy, isinsolvency ~~expected~~or toreorganization beof ~~between~~the ~~$105~~Company ~~million~~or ~~and~~any ~~$130 million. The reduction in revenue guidance is primarily driven by anticipated impacts~~ of ~~U.S. Government budget uncertainties and volatility in contract timing in~~ the ~~third~~Company’s ~~and~~significant ~~fourth quarters of 2025~~subsidiaries.

~~•Full~~In ~~year~~case ~~2025~~of ~~Adjusted~~certain ~~EBITDA~~bankruptcy isand ~~expected~~insolvency-related events of default with respect to bethe ~~between~~Company, ~~breakeven~~the principal of, and ~~$10~~accrued ~~million~~and unpaid interest on, all of the then outstanding Notes shall automatically become due and payable. ~~The~~If ~~reduction~~an inevent ~~Adjusted~~of ~~EBITDA~~default, ~~guidance~~other than certain bankruptcy and insolvency-related events of default with respect to the Company, occurs and is ~~primarily~~continuing, ~~driven~~the trustee, by written notice to the ~~anticipated~~Company, ~~impact~~or the holders of ~~reduced~~at ~~revenue~~least ~~from~~25% in principal amount of the Uoutstanding Notes by written notice to the Company and the trustee, may, declare 100% of the principal of, and accrued and unpaid interest on, all the outstanding Notes to be due and payable.S Notwithstanding the foregoing, the Indenture provides that, to the extent the Company so elects, the sole remedy for an event of default relating to the failure by the Company to comply with certain reporting covenants in the Indenture will, for the first 365 days after the occurrence of such an event of default, consist exclusively of the right to receive additional interest on the Notes at a rate equal to 0.25% ~~Government~~per annum of the principal amount of the Notes outstanding for each day that such event of default is continuing during the first 180 days after the occurrence of such an event of default and 0.50% per annum of the ~~Company’s~~principal ~~previously~~amount ~~announced~~of ~~decision~~the Notes outstanding from the 181st day to, ~~accelerate~~and ~~AROS~~including, ~~investments~~the 365th day following the occurrence of such event of default, as long as such event of default is continuing.

The Indenture provides that the Company isshall ~~maintaining~~not consolidate with or merge with or into, or sell, convey, transfer or lease all or substantially all of the consolidated properties and assets of the Company and its ~~previously~~subsidiaries, ~~issued~~taken ~~guidance~~as ona ~~capital~~whole, ~~expenditures~~to, ~~expected~~another person (other than any such sale, conveyance, transfer or lease to beone ~~between~~or ~~$60~~more ~~million~~of the Company’s direct or indirect wholly owned subsidiaries), unless: (i) the resulting, surviving or transferee person (if not the Company) is a “qualified successor entity” (as defined in the Indenture) organized and ~~$70~~existing ~~million~~under ~~for~~the laws of the ~~full~~United ~~year~~States ~~ending~~of ~~December~~America, 31any state thereof or the District of Columbia, ~~2025~~and such qualified successor entity (if not the Company) expressly assumes by supplemental indenture all of the Company’s obligations under the Notes and the Indenture; and (ii) immediately after giving effect to such transaction, no default or event of default has occurred and is continuing under the Indenture.

~~Maintenance~~A copy of ~~long-term~~the ~~targets~~Indenture ~~previously~~is ~~reported~~attached hereto as Exhibit 4.1 (including the form of the Notes attached hereto as Exhibit 4.2) and is incorporated herein by reference (and this description is qualified in its entirety by reference to such document).

The Company is maintaining the long-term (three-to-five year) targets previously reported in its Current Report on Form 8-K filed with the Securities and Exchange Commission on September 24, 2024, as follows:Proceeds

~~•Year-over-year~~The ~~revenue~~Company’s ~~growth~~net isproceeds ~~expected~~from the Offering were approximately $177.9 million, after deducting the initial purchasers’ discounts and commissions and the estimated offering expenses payable by the Company. The Company used a portion of the net proceeds from the Offering (i) to berepay outstanding borrowings (and pay the related prepayment premium) under, and terminate, the Amended and Restated Loan and Security Agreement, dated October 31, 2019, by and between ~~20%~~the Company, certain of its subsidiaries, Intelsat Jackson Holdings SA and Seahawk SPV Investment LLC, as amended (the “Related Party Loan Facility”) and (ii) to ~~30%~~repay outstanding borrowings (and pay the related prepayment premium) under, and terminate, the Loan and Security Agreement, dated as of April 11, 2024, by and among the Company, certain of its subsidiaries and Stifel Bank (the “Revolver”). The Company expects to use the remaining net proceeds from the Offering for general corporate purposes, which may include working capital, operating expenses, capital expenditures and strategic investments in complementary capabilities. Each of the Related Party Loan Facility and the Revolver was terminated effective July 22, 2025.

~~•Imagery~~Item ~~and~~1.02. Termination ~~software~~of ~~gross~~a ~~margin~~Material isDefinitive ~~expected to be in excess of 80%~~Agreement.

~~•Total~~The ~~gross~~information ~~margin~~set isforth ~~expected~~under toItem be1.01 inof ~~excess~~this ofCurrent ~~75%~~Report on Form 8-K is incorporated herein by reference.

~~•Adjusted~~Item 2.03. Creation ~~EBITDA~~of ~~margin~~a isDirect ~~expected~~Financial toObligation beor inan ~~excess~~Obligation under an Off-Balance Sheet Arrangement of ~~40%~~a Registrant.

~~Our~~The ~~long-term~~information ~~targets~~set ~~are~~forth ~~not~~under aItem ~~projection~~1.01 orof ~~forecast~~this ~~and~~Current ~~certain~~Report ~~occurrences,~~on ~~either in our business or industry~~Form 8-~~wide,~~K is ~~may~~incorporated ~~cause~~herein ~~actual~~by ~~results to vary materially from such targets~~reference.

~~Non-GAAP~~Item 3.02. Unregistered ~~Financial~~Sale ~~Measures~~of Equity Securities.

~~Adjusted~~The ~~EBITDA~~information isset ~~defined~~forth asunder ~~net~~Item income or loss attributable to the Company before interest income, interest expense, income taxes, depreciation and amortization, as well as significant non-cash and/or non-recurring expenses as management believes these items are not as useful in evaluating the Company’s core operating performance1.01 ~~These~~of ~~items~~this ~~include,~~Current ~~but~~Report ~~are not limited to, stock-based compensation expense; unrealized (gain) loss~~ on ~~certain~~Form ~~warrants/shares classified as derivative liabilities; severance; impairment losses; (income) loss on equity method investment; investment loss on short~~8-~~term~~K ~~investments; transaction costs associated with debt and equity financings; non-recurring transaction costs; severance; and litigation, settlements, and related costs. Adjusted EBITDA margin~~ is ~~determined~~incorporated byherein ~~taking the ratio between Adjusted EBITDA and revenue and expressing such ratio as a percentage. Imagery and software analytical service gross margin is determined~~ by taking the Imagery and software analytical revenue for the period, subtracting the Imagery and software analytical service costs excluding depreciation and amortization and dividing that figure by the Imagery and software analytical service revenue for the periodreference. Total gross margin is determined by taking the total revenue for period, subtracting the Imagery and software analytical service costs excluding depreciation and amortization and subtracting the Professional and engineering service costs excluding depreciation and amortization and dividing that figure by the total revenue for the period. None of the non-GAAP financial performance measures should be considered in isolation or as an alternative to measures of financial performance determined in accordance with GAAP.

The Company isoffered ~~not~~and ~~providing~~sold athe ~~reconciliation~~Notes ofto ~~each~~the ofinitial ~~(i)~~purchasers ~~projected~~in ~~Adjusted~~reliance ~~EBITDA,~~on ~~(ii)~~the ~~its~~exemption ~~long-term~~from ~~target~~registration ~~for~~provided ~~imagery~~by ~~and~~Section ~~software gross margin,~~ 4(~~iii~~a)(2) ~~its~~of ~~long-term~~the ~~target~~Securities ~~for~~Act ~~total~~of ~~gross margin~~1933, oras amended (~~iv)~~the ~~projected~~“Securities ~~Adjusted EBITDA margin~~Act”), toand ~~the~~for ~~most~~resale ~~comparable~~by ~~GAAP~~the ~~measure,~~initial aspurchasers ~~applicable,~~to ~~because~~persons ~~the~~reasonably ~~Company~~believed isto ~~unable~~be toqualified ~~predict~~institutional ~~with~~buyers ~~reasonable~~pursuant ~~certainty~~to the ~~ultimate~~exemption ~~outcome~~from ofregistration ~~certain~~provided ~~significant~~by ~~items~~Rule ~~necessary~~144A tounder ~~calculate~~the ~~such~~Securities ~~reconciliations without unreasonable effort~~Act. ~~These~~The ~~items~~Company ~~include,~~relied ~~but~~on ~~are~~these ~~not~~exemptions ~~limited~~from ~~to,~~registration ~~stock-~~based ~~compensation,~~in ~~income~~part ~~taxes,~~on ~~and~~representations ~~depreciation~~made ~~and~~by ~~amortization,~~the ~~which~~initial ~~are~~purchasers ~~uncertain,~~in ~~depend~~the onpurchase ~~various~~agreement ~~factors~~dated July 17, ~~and~~2025 ~~could~~by ~~have~~and aamong ~~material~~the ~~impact~~Company onand ~~GAAP~~the ~~results~~initial purchasers.

The ~~information~~Notes inand ~~this~~the ~~Item~~shares ~~7.01~~of ~~shall~~Class ~~not~~A becommon ~~deemed~~stock ~~“filed”~~issuable ~~for~~upon ~~purposes~~conversion of ~~Section 18 of~~ the ~~Exchange Act~~Notes, orif ~~incorporated~~any, byhave ~~reference~~not inbeen ~~any~~registered ~~filing~~ under the Securities Act orand ~~the~~may ~~Exchange~~not ~~Act,~~be ~~whether~~offered ~~made before~~ or ~~after~~sold ~~the date hereof, regardless of any general incorporation language~~ in ~~such~~the ~~filing,~~United ~~except~~States asabsent ~~expressly~~registration ~~set~~or ~~forth~~an byapplicable ~~specific~~exemption ~~reference~~from inregistration ~~such a filing~~requirements.

To the extent that any shares of Class A common stock are issued upon conversion of the Notes, they will be issued in transactions anticipated to be exempt from registration under the Securities Act by virtue of Section 3(a)(9) thereof because no commission or other remuneration is expected to be paid in connection with conversion of the Notes and any resulting issuance of shares of Class A common stock. Initially, a maximum of 6,539,417 shares of Class A common stock may be issued upon conversion of the Notes based on the initial maximum conversion rate of 35.3482 shares of Class A common stock per $1,000 principal amount of Notes, which is subject to customary anti-dilution adjustment provisions.

Item 8.01. Other Events.

On July 17, 2025, the Company issued a press release announcing the proposed Offering. A copy of the press release is attached hereto as Exhibit 99.1 and incorporated herein by reference.

On July 18, 2025, the Company issued a press release announcing the pricing of the Notes. A copy of the press release is attached hereto as Exhibit 99.2 and is incorporated herein by reference.

Forward-Looking Statements

Certain statements and other information included in this Current Report on Form 8-K constitute forward-looking statements under applicable securities laws. Words such as “may”, “will”, “could”, “should”, “would”, “plan”, “potential”, “intend”, “anticipate”, “believe”, “estimate”, “future”, “opportunity”, “will likely result”, or “expect” and other words, terms, and phrases of similar meaning are often intended to identify forward-looking statements, although not all forward-looking statements contain these identifying words. All statements, other than statements of historical fact, contained in this Current Report on Form 8-K, including statements regarding the Company'’s ~~revised~~expectations ~~financial~~regarding ~~guidance and expected capital expenditures for~~ the ~~full~~use ~~year~~of ~~ending~~net ~~December~~proceeds ~~31,~~from ~~2025, and~~ the ~~Company's long-term targets~~Offering, are forward-looking statements.

Forward-looking statements are subject to various risks and uncertainties, which could cause actual results to differ materially from the anticipated results or expectations expressed in this Current Report on Form 8-K. As a result, although the Company’s management believes that the expectations and assumptions on which such forward-looking statements are based are reasonable, undue reliance should not be placed on the forward-looking statements because the Company can give no assurance that they will prove to be correct. The risks that could cause actual results to differ materially from current expectations include, but are not limited to, factors such as ~~long~~market ~~and~~risks, ~~unpredictable~~trends ~~sales~~and ~~cycles~~conditions, ~~customer~~as ~~demand,~~well as the risk factors discussed in the Company’s most recent Annual Report on Form 10-K and other disclosures about the Company' and its business included in the Company’s ~~ability~~disclosure materials filed from time to ~~estimate~~time ~~resources~~with ~~for~~the ~~fixed-price~~SEC, which are available on the SEC’s website at www.sec.gov.

contracts, expenses, and other operational and liquidity needs, as well as the risk factors discussed in the Company’s most recent Annual Report on Form 10-K and other disclosures about the Company and its business included in the Company’s disclosure materials filed from time to time with the SEC, which are available on the SEC’s website at www.sec.gov.

The forward-looking statements contained in this Current Report on Form 8-K are expressly qualified in their entirety by the foregoing cautionary statements. All such forward-looking statements are based upon data available as of the date of this Current Report on Form 8-K and speak only as of such date. The Company disclaims any intention or obligation to update or revise any forward-looking statements as a result of new information or future events, except as may be required under applicable securities law.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits


Exhibit Number						Description
4.1						Indenture, dated as of July 22, 2025, by and between BlackSky Technology Inc. and U.S. Bank Trust Company, National Association, as Trustee.
4.2						Form of Global Note, representing BlackSky Technology Inc.’s 8.25% Convertible Senior Notes due 2033 (included as Exhibit A to the Indenture filed as Exhibit 4.1).
99.1						Press Release, dated July 17, 2025.
99.2						Press Release, dated July 18, 2025.
104						Cover Page Interactive Data File (embedded within the inline XBRL document).

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: July 1722, 2025


BLACKSKY TECHNOLOGY INC.

By:			/s/ Henry Dubois
			Name: Henry Dubois
			Title: Chief Financial Officer

Filing Compare · BlackSky Technology Inc.