SEC FORM 3

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SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

DEWALT DAVID G

(Last)

(First)

(Middle)

C/O HAWKEYE 360, INC.

450 SPRINGPARK PLACE, SUITE 500

(Street)

HERNDON

20170

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
05/06/2026

3. Issuer Name and Ticker or Trading Symbol
HawkEye 360, Inc. [ HAWK ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	1,069,481	I	See Footnote⁽¹⁾

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Series A-1 Preferred Stock	⁽²⁾	⁽²⁾	Common Stock	120,242	⁽²⁾	D
Series A-1 Preferred Stock	⁽²⁾	⁽²⁾	Common Stock	32,719	⁽²⁾	I	See Footnote⁽¹⁾
Series A-1 Preferred Stock	⁽²⁾	⁽²⁾	Common Stock	271,102	⁽²⁾	I	See Footnote⁽³⁾
Series A-2 Preferred Stock	⁽²⁾	⁽²⁾	Common Stock	133,023	⁽²⁾	D
Series A-2 Preferred Stock	⁽²⁾	⁽²⁾	Common Stock	36,196	⁽²⁾	I	See Footnote⁽¹⁾
Series A-2 Preferred Stock	⁽²⁾	⁽²⁾	Common Stock	299,917	⁽²⁾	I	See Footnote⁽³⁾
Series A-3 Preferred Stock	⁽²⁾	⁽²⁾	Common Stock	45,008	⁽²⁾	D
Series A-3 Preferred Stock	⁽²⁾	⁽²⁾	Common Stock	12,247	⁽²⁾	I	See Footnote⁽¹⁾
Series A-3 Preferred Stock	⁽²⁾	⁽²⁾	Common Stock	101,477	⁽²⁾	I	See Footnote⁽³⁾
Series B Preferred Stock	⁽²⁾	⁽²⁾	Common Stock	116,825	⁽²⁾	D
Series B Preferred Stock	⁽²⁾	⁽²⁾	Common Stock	31,789	⁽²⁾	I	See Footnote⁽¹⁾
Series B Preferred Stock	⁽²⁾	⁽²⁾	Common Stock	263,398	⁽²⁾	I	See Footnote⁽³⁾
Series C Preferred Stock	⁽²⁾	⁽²⁾	Common Stock	37,589	⁽²⁾	D
Series C Preferred Stock	⁽²⁾	⁽²⁾	Common Stock	5,017,739	⁽²⁾	I	See Footnote⁽¹⁾
Series C Preferred Stock	⁽²⁾	⁽²⁾	Common Stock	84,751	⁽²⁾	I	See Footnote⁽³⁾
Series D Preferred Stock	⁽²⁾	⁽²⁾	Common Stock	15,039	⁽²⁾	D
Series D Preferred Stock	⁽²⁾	⁽²⁾	Common Stock	220,162	⁽²⁾	I	See Footnote⁽¹⁾
Series D Preferred Stock	⁽²⁾	⁽²⁾	Common Stock	33,909	⁽²⁾	I	See Footnote⁽³⁾
Series D-1 Preferred Stock	⁽²⁾	⁽²⁾	Common Stock	278,635	⁽²⁾	I	See Footnote⁽¹⁾
Series E Preferred Stock	⁽²⁾	⁽²⁾	Common Stock	212,050	⁽²⁾	I	See Footnote⁽¹⁾
Series E Preferred Stock	⁽²⁾	⁽²⁾	Common Stock	1,060,252	⁽²⁾	I	See Footnote⁽³⁾
Warrant to Purchase Common Stock	⁽⁴⁾	⁽⁴⁾	Common Stock	30,645	$0.01⁽⁴⁾	I	See Footnote⁽⁵⁾
Warrant to Purchase Common Stock	⁽⁴⁾	⁽⁴⁾	Common Stock	85,273	$0.01⁽⁴⁾	I	See Footnote⁽⁵⁾
Warrant to Purchase Common Stock	⁽⁴⁾	⁽⁴⁾	Common Stock	13,535	$11.1747⁽⁴⁾	I	See Footnote⁽⁵⁾

Explanation of Responses:

1. The shares are held of record by NightDragon Growth I, L.P. ("NightDragon I"). NightDragon Growth GP I, LLC ("NightDragon GP I") is the general partner of NightDragon I. The Reporting Person is the managing member of NightDragon GP I and may be deemed to hold voting and investment power with respect to the shares held by NightDragon I. The reporting person disclaims beneficial ownership of the securities held by the NightDragon I except to the extent of his pecuniary interest therein.

2. Each share of the Series A-1 Preferred Stock, Series A-2 Preferred Stock, Series A-3 Preferred Stock, Series B Preferred Stock, Series C Preferred Stock, Series D Preferred Stock, Series D-1 Preferred Stock and Series E 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 (IPO) pursuant to their terms. The Series A-1 Preferred Stock, Series A-2 Preferred Stock, Series A-3 Preferred Stock, Series B Preferred Stock, Series C Preferred Stock, Series D Preferred Stock, Series D-1 Preferred Stock and Series E Preferred Stock have no expiration date.

3. The shares are held of record by NightDragon Growth II, L.P. ("NightDragon II"). NightDragon Growth GP II, LLC ("NightDragon GP II") is the general partner of NightDragon II. The Reporting Person is the managing member of NightDragon GP II and may be deemed to hold voting and investment power with respect to the shares held by NightDragon II. The reporting person disclaims beneficial ownership of the securities held by the NightDragon II except to the extent of his pecuniary interest therein.

4. The warrants to acquire common stock shall automatically net exercise into shares of the Issuer's common stock immediately prior to completion of the Issuer's IPO.

5. The Warrant is held of record by NightDragon I. NightDragon GP I is the general partner of NightDragon I. The Reporting Person is the managing member of NightDragon GP I and may be deemed to hold voting and investment power with respect to the shares held by NightDragon I. The reporting person disclaims beneficial ownership of the securities held by the NightDragon I except to the extent of his pecuniary interest therein.

	/s/ Michael S. Turner, Attorney-in-Fact	05/06/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.