SEC FORM 4

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SEC Form 4

FORM 4

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
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

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

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

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

3. Date of Earliest Transaction (Month/Day/Year)
05/08/2026

4. 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 Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	05/08/2026		C		467,726	A	⁽¹⁾	467,726	D
Common Stock	05/08/2026		C		5,841,537	A	⁽¹⁾	6,911,018	I	See footnote⁽²⁾
Common Stock	05/08/2026		M		30,645	A	⁽³⁾	6,941,663	I	See footnote⁽²⁾
Common Stock	05/08/2026		D		12	D	⁽³⁾	6,941,651	I	See Footnote⁽²⁾
Common Stock	05/08/2026		M		85,273	A	⁽⁴⁾	7,026,924	I	See footnote⁽²⁾
Common Stock	05/08/2026		D		33	D	⁽⁴⁾	7,026,891	I	See Footnote⁽²⁾
Common Stock	05/08/2026		M		13,535	A	⁽⁵⁾	7,040,426	I	See footnote⁽²⁾
Common Stock	05/08/2026		D		5,818	D	⁽⁵⁾	7,034,608	I	See footnote⁽²⁾
Common Stock	05/08/2026		C		2,114,806	A	⁽¹⁾	2,114,806	I	See footnote⁽⁶⁾

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 (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	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 (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Series A-1 Preferred Stock	⁽¹⁾	05/08/2026		C			120,242	⁽¹⁾	⁽¹⁾	Common Stock	120,242	$0	0	D
Series A-1 Preferred Stock	⁽¹⁾	05/08/2026		C			32,719	⁽¹⁾	⁽¹⁾	Common Stock	32,719	$0	0	I	See Footnote⁽²⁾
Series A-1 Preferred Stock	⁽¹⁾	05/08/2026		C			271,102	⁽¹⁾	⁽¹⁾	Common Stock	271,102	$0	0	I	See Footnote⁽⁶⁾
Series A-2 Preferred Stock	⁽¹⁾	05/08/2026		C			133,023	⁽¹⁾	⁽¹⁾	Common Stock	133,023	$0	0	D
Series A-2 Preferred Stock	⁽¹⁾	05/08/2026		C			36,196	⁽¹⁾	⁽¹⁾	Common Stock	36,196	$0	0	I	See Footnote⁽²⁾
Series A-2 Preferred Stock	⁽¹⁾	05/08/2026		C			299,917	⁽¹⁾	⁽¹⁾	Common Stock	299,917	$0	0	I	See Footnote⁽⁶⁾
Series A-3 Preferred Stock	⁽¹⁾	05/08/2026		C			45,008	⁽¹⁾	⁽¹⁾	Common Stock	45,008	$0	0	D
Series A-3 Preferred Stock	⁽¹⁾	05/08/2026		C			12,247	⁽¹⁾	⁽¹⁾	Common Stock	12,247	$0	0	I	See Footnote⁽²⁾
Series A-3 Preferred Stock	⁽¹⁾	05/08/2026		C			101,477	⁽¹⁾	⁽¹⁾	Common Stock	101,477	$0	0	I	See Footnote⁽⁶⁾
Series B Preferred Stock	⁽¹⁾	05/08/2026		C			116,825	⁽¹⁾	⁽¹⁾	Common Stock	116,825	$0	0	D
Series B Preferred Stock	⁽¹⁾	05/08/2026		C			31,789	⁽¹⁾	⁽¹⁾	Common Stock	31,789	$0	0	I	See Footnote⁽²⁾
Series B Preferred Stock	⁽¹⁾	05/08/2026		C			263,398	⁽¹⁾	⁽¹⁾	Common Stock	263,398	$0	0	I	See Footnote⁽⁶⁾
Series C Preferred Stock	⁽¹⁾	05/08/2026		C			37,589	⁽¹⁾	⁽¹⁾	Common Stock	37,589	$0	0	D
Series C Preferred Stock	⁽¹⁾	05/08/2026		C			5,017,739	⁽¹⁾	⁽¹⁾	Common Stock	5,017,739	$0	0	I	See Footnote⁽²⁾
Series C Preferred Stock	⁽¹⁾	05/08/2026		C			84,751	⁽¹⁾	⁽¹⁾	Common Stock	84,751	$0	0	I	See Footnote⁽⁶⁾
Series D Preferred Stock	⁽¹⁾	05/08/2026		C			15,039	⁽¹⁾	⁽¹⁾	Common Stock	15,039	$0	0	D
Series D Preferred Stock	⁽¹⁾	05/08/2026		C			220,162	⁽¹⁾	⁽¹⁾	Common Stock	220,162	$0	0	I	See Footnote⁽²⁾
Series D Preferred Stock	⁽¹⁾	05/08/2026		C			33,909	⁽¹⁾	⁽¹⁾	Common Stock	33,909	$0	0	I	See Footnote⁽⁶⁾
Series D-1 Preferred Stock	⁽¹⁾	05/08/2026		C			278,635	⁽¹⁾	⁽¹⁾	Common Stock	278,635	$0	0	I	See Footnote⁽²⁾
Series E Preferred Stock	⁽¹⁾	05/08/2026		C			212,050	⁽¹⁾	⁽¹⁾	Common Stock	212,050	$0	0	I	See Footnote⁽²⁾
Series E Preferred Stock	⁽¹⁾	05/08/2026		C			1,060,252	⁽¹⁾	⁽¹⁾	Common Stock	1,060,252	$0	0	I	See Footnote⁽⁶⁾
Warrant to Purchase Common Stock	$0.01	05/08/2026		M			30,645	⁽³⁾	⁽³⁾	Common Stock	30,645	$0	0	I	See Footnote⁽⁷⁾
Warrant to Purchase Common Stock	$0.01	05/08/2026		M			85,273	⁽⁴⁾	⁽⁴⁾	Common Stock	85,273	$0	0	I	See Footnote⁽⁷⁾
Warrant to Purchase Common Stock	$11.1747	05/08/2026		M			13,535	⁽⁵⁾	⁽⁵⁾	Common Stock	13,535	$0	0	I	See Footnote⁽⁷⁾

Explanation of Responses:

1. 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 automatically converted into common stock upon the closing of the Issuer's initial public offering for no additional consideration, on a 1-for-1 basis, and had no expiration date.

2. 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.

3. The warrant to acquire common stock automatically net exercised into shares of the Issuer's common stock immediately prior to consummation of the IPO. The warrant had an exercise price of $0.01 per share. The holder paid the exercise price on a cashless basis, resulting in the Issuer's withholding of 12 of the warrant shares to pay the exercise price and issuing to the holder the remaining 30,633 shares.

4. The warrant to acquire common stock automatically net exercised into shares of the Issuer's common stock immediately prior to consummation of the IPO. The warrant had an exercise price of $0.01 per share. The holder paid the exercise price on a cashless basis, resulting in the Issuer's withholding of 33 of the warrant shares to pay the exercise price and issuing to the holder the remaining 85,240 shares.

5. The warrant to acquire common stock automatically net exercised into shares of the Issuer's common stock immediately prior to consummation of the IPO. The warrant had an exercise price of $11.1747 per share. The holder paid the exercise price on a cashless basis, resulting in the Issuer's withholding of 5,818 of the warrant shares to pay the exercise price and issuing to the holder the remaining 7,717 shares.

6. 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.

7. 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.

	/s/ Michael S. Turner, Attorney-in-Fact	05/12/2026
	** Signature of Reporting Person	Date
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