BlackSky CEO Reports RSU Grant and Tax-Withholding Sale on Form 4

Rhea-AI Filing Summary

Brian E. O'Toole, CEO, President and Director of BlackSky Technology Inc. (BKSY), reported two equity transactions. On 09/10/2025 he sold 33,292 shares of Class A common stock at a weighted-average price of $17.45 per share to satisfy statutory tax withholding arising from RSU vesting; this sale was not a discretionary disposition. On 09/15/2025 he was granted 250,000 restricted stock units (RSUs) that convert to one share each when vested. After these transactions his reported direct beneficial ownership increased from 750,164 to 1,000,164 shares. The RSUs vest one-third on 09/10/2026 and thereafter one-twelfth quarterly on the 10th of March, June, September and December, subject to continued service. The form was signed by an attorney-in-fact.

Positive

• RSU grant aligns management and shareholder interests by tying compensation to continued service and future share value.
• Sale was non-discretionary to cover tax withholding, reducing concern that the CEO is liquidating shares for other reasons.

Negative

• Potential future dilution from 250,000 RSUs if vested and settled in shares.
• Incremental insider share increase reported (to 1,000,164) may change insider ownership percentages and should be monitored.

Insights

Corporate Governance Specialist

TL;DR: Grant and tax-withholding sale are routine executive compensation events; vesting schedule aligns with retention incentives.

The 250,000 RSU grant increases the CEO's long-term equity stake, aligning his interests with shareholders through multi-year vesting. The 33,292-share sale was solely to cover tax withholding on vested RSUs and is explicitly non-discretionary, indicating no open-market cashing out beyond required taxes. The reported direct ownership rising to 1,000,164 shares is a material disclosure for insiders but does not indicate a change in control or immediate liquidity event. Impact is primarily governance/compensation-related rather than operational or financial performance driven.

Securities Analyst

TL;DR: Transaction mix is neutral for near-term market impact; RSUs boost future potential dilution and executive alignment.

The sale of 33,292 shares at $17.45 was to cover withholding and should not be treated as a sell signal. The 250,000 RSU grant, representing contingent shares, will dilute existing holders if and when vested and delivered; the vesting timeline (one-third after ~1 year, then quarterly thereafter) spreads dilution over multiple reporting periods. For investors, monitor future Form 4/10-Q disclosures for actual share issuance and any additional grants or option exercises that affect outstanding share count.

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

OMB APPROVAL

OMB Number:			3235-0287
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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^*

O'Toole Brian E

(Last) (First) (Middle)

C/O BLACKSKY TECHNOLOGY INC.,

2411 DULLES CORNER PARK, SUITE 300

(Street)

HERNDON VA 20171

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
BlackSky Technology Inc. [ BKSY ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
09/10/2025

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)
			Code	V	Amount	(A) or (D)	Price
Class A Common Stock	09/10/2025		S		33,292(1)	D	$17.45	750,164	D
Class A Common Stock	09/15/2025		A		250,000(2)	A	$0	1,000,164	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 (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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. Represents the number of shares sold to cover the statutory tax withholding obligations in connection with the vesting of Restricted Stock Units (RSUs) and does not represent a discretionary sale by the Reporting Person. The "Amount" and "Price" reported in this Column 4 reflect the aggregate number and weighted-average price, respectively, of shares sold.

2. These securities are restricted stock units (RSUs). Each RSU represents a contingent right to receive one share of Class A Common Stock. The RSUs will vest as follows: one-third will vest on September 10, 2026, and thereafter one-twelfth of the total number of RSUs will vest quarterly on the 10th day of the third month of each quarter (March 10, June 10, September 10, December 10), in each case subject to the Reporting Person continuing to be a service provider through the applicable vesting date.

Remarks:

	/s/ Christiana L. Lin, attorney-in-fact on behalf of Brian E. OToole	09/15/2025
	** 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 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).
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.

FAQ

What did BKSY CEO Brian O'Toole report on Form 4?

He reported the sale of 33,292 shares on 09/10/2025 at a weighted-average price of $17.45 to cover tax withholding and a grant of 250,000 RSUs on 09/15/2025.

Why were 33,292 shares sold by Brian O'Toole?

The filing states the sale was to cover statutory tax withholding obligations in connection with the vesting of RSUs and was not a discretionary sale.

How many shares does Brian O'Toole beneficially own after these transactions?

The filing reports he beneficially owned 1,000,164 shares of Class A common stock following the reported transactions.

When do the 250,000 RSUs vest?

The RSUs vest one-third on 09/10/2026 and then one-twelfth quarterly on March 10, June 10, September 10 and December 10 thereafter, subject to continued service.

Was the Form 4 signed by the reporting person?

The form was signed by an attorney-in-fact, Christiana L. Lin, on behalf of Brian E. O'Toole on 09/15/2025.