FALSE0001750704450 Springpark PlaceSuite 500HerndonVirginia2017000017507042026-11-102026-11-10
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): November 10, 2026
HawkEye 360, Inc.
(Exact name of registrant as specified in its charter)
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| Delaware |
| 001-43266 |
| 47-5078666 |
(State or Other Jurisdiction of Incorporation) |
| (Commission File Number) |
| (IRS Employer Identification No.) |
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450 Springpark Place, Suite 500 Herndon, Virginia, 20170 |
| (Address of Principal Executive Offices, including zip code) |
(571) 203-0360
(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 (see General Instructions A.2. below):
☐ 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:
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| Name of each exchange on which registered |
| Common Stock, $0.0001 par value |
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| HAWK |
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| 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 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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 5.02 Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers.
On November 10, 2026, the Board of Directors (the “Board”) of HawkEye 360, Inc. (the “Company”) appointed Ambassador William J. Burns as a Board member, effective immediately. Ambassador Burns will serve as a Class II director, with a term expiring at the Company’s 2028 annual meeting of stockholders.
Ambassador Burns has served as Senior Advisor for Global Affairs at Evercore Inc. since June 2025. Previously, he served as Director of the Central Intelligence Agency, from 2021 to January 2025, and as President of the Carnegie Endowment for International Peace, an international affairs think tank, from 2015 to 2021. Prior to these roles, he held various roles in government service, including United States Deputy Secretary of State from 2011 to 2014, Under Secretary of State for Political Affairs from 2008 to 2011, United States Ambassador to Russia from 2005 to 2008, Assistant Secretary of State for Near Eastern Affairs from 2001 to 2005, United States Ambassador to Jordan from 1998 to 2001, and Executive Secretary of the United States Department of State from 1996 to 1998. Ambassador Burns holds a B.A. in History from LaSalle University, and an M.Phil and D.Phil in International Relations from Oxford University.
In accordance with the Company’s Non-Employee Director Compensation Policy (the “Policy”), Ambassador Burns will receive annual cash compensation of $50,000 for his service on the Board. In addition, Ambassador Burns shall be granted an initial, one-time grant of Restricted Stock Units (“RSUs”) with an aggregate grant date fair value of $400,000 (the “Initial Grant”). The RSUs vest in substantially equal annual installments over a three-year period such that the Initial Grant is fully vested on the third anniversary of the grant date. The Initial Grant will be granted under and subject to terms of the Company’s 2026 Equity Incentive Plan.
Ambassador Burns will also be eligible for equity awards on the same terms as other continuing non-employee members of the Board. Currently, the Policy provides that, on the date of each annual meeting of stockholders of the Company (an “Annual Meeting”), each non-employee director that continues to serve on the Board will automatically be granted RSUs with an aggregate grant date fair value of $200,000 (the “Annual Grant”). The RSUs subject to the Annual Grant vest in full on the earlier of the first anniversary of the grant date or the next Annual Meeting. The Annual Grant will be granted under and subject to terms of the Company’s 2026 Equity Incentive Plan.
All outstanding Initial Grants and Annual Grants held by a non-employee director shall become fully vested and exercisable upon a Change in Control (as defined in the Company’s 2026 Equity Incentive Plan), subject to Ambassador Burns’ Continuous Service (as defined in the Company’s 2026 Equity Incentive Plan) through such date.
Ambassador Burns also executed the Company’s standard form of indemnification agreement, a copy of which has been filed as Exhibit 10.4 to the Company’s Registration Statement on Form S-1 (File No. 333-294965) filed with the Securities and Exchange Commission on May 1, 2026.
There are no arrangements or understandings between Ambassador Burns and any other persons pursuant to which Ambassador Burns was elected as a director. In addition, there are no family relationships between Ambassador Burns and any other director or executive officer of the Company and Ambassador Burns has no direct or indirect material interest in any transaction, or series of transactions, required to be disclosed pursuant to Item 404(a) of Regulation S-K.
Item 7.01 Regulation FD Disclosure.
On November 10, 2026, the Company issued a press release announcing the appointment of Ambassador Burns as a director. The press release is furnished hereto as Exhibit 99.1 and is incorporated herein by reference.
The information in this Item 7.01, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that
section, nor shall it be deemed to be incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
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| Exhibit No. | Description |
99.1 | Press release dated November 10, 2026 |
| 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.
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| HawkEye 360, Inc. |
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Dated: November 10, 2026 |
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| By: |
| /s/ Michael Turner |
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| Michael Turner |
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| Chief Legal Officer |
HawkEye 360 Appoints Former CIA Director Ambassador William J. Burns to Board of Directors
Distinguished national security and diplomatic leader brings decades of intelligence, foreign policy, and global affairs expertise to HawkEye 360
Herndon, VA, (November 10, 2026) – HawkEye 360 (NYSE: HAWK), the global leader in signals intelligence data and analytics, today announced the appointment of Ambassador William J. Burns, former Director of the Central Intelligence Agency (CIA), to its Board of Directors. Ambassador Burns brings more than three decades of distinguished leadership across U.S. intelligence, diplomacy, and national security, providing valuable strategic insight as HawkEye 360 continues to expand its capabilities and support for U.S. and allied defense and intelligence missions.
“Ambassador Burns brings an extraordinary depth of experience in intelligence, national security, and global affairs, along with a firsthand understanding of the challenges facing the United States and our allies,” said John Serafini, CEO of HawkEye 360. “His expertise and leadership will be invaluable as we continue advancing our capabilities, integrating our data and analytics into operational workflows, and delivering trusted intelligence directly to the Warfighter. His guidance will help us remain focused on what matters most: supporting our customers' missions, strengthening operational decision-making, and helping protect those who serve.”
Ambassador Burns served as Director of the CIA from 2021 to January 2025, becoming the first career diplomat to lead the agency. Prior to his appointment, he spent more than three decades in U.S. diplomatic service, holding senior leadership positions including Deputy Secretary of State, Under Secretary of State for Political Affairs, and U.S. Ambassador to Russia and Jordan. Throughout his career, he played a central role in advancing U.S. national security interests, strengthening international partnerships, and navigating complex geopolitical challenges.
Ambassador Burns currently serves as Senior Advisor for Global Affairs at Evercore, a position he assumed in June 2025. Previously, he served as President of the Carnegie Endowment for International Peace from 2015 to 2021. He holds a bachelor’s degree in history from La Salle University and master's and doctoral degrees in International Relations from Oxford University, and is the author of the bestselling book, The Back Channel: A Memoir of American Diplomacy and the Case for its Renewal
“I greatly admire the work of Hawkeye 360,” said Ambassador Burns, “I am delighted to have the chance to serve on their board.”
Ambassador Burns joins HawkEye 360's Board as the company continues expanding its space-based collection capabilities, advancing signals intelligence analytics, and strengthening partnerships across the global defense and intelligence community. His appointment reinforces HawkEye 360's commitment to delivering trusted, operationally relevant intelligence that supports the evolving mission priorities of U.S. and allied defense and security partners.
About HawkEye 360
HawkEye 360, headquartered in Herndon, Virginia, is a signals intelligence company delivering mission-critical intelligence data and analytics to strengthen national and global security. By detecting, characterizing, and geolocating RF signals, HawkEye 360 equips defense, intelligence, and commercial partners with critical information to make informed decisions, respond quickly, and enhance operational effectiveness. Leveraging advanced AI-supported analytics, HawkEye 360 delivers early warning indicators, enhances situational awareness, and informs strategic and operational decision-making—ensuring allied forces and security partners maintain a decisive advantage in complex and contested environments.
Forward-Looking Statements
This press release includes forward-looking statements within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995. All statements contained in this press release other than statements of historical fact, including statements regarding the availability and capabilities of the Company’s products, the expansion of the Company’s capabilities and the impact of Ambassador Burns’ expertise, leadership and guidance, are forward-looking
statements and represent the Company’s views as of the date of this press release. The words “will,” “expects,” “plans,” “could,” “would,” “believes,” “anticipates,” “intends,” “may,” “continue,” “estimate,” or similar expressions are intended to identify forward-looking statements. The Company has based these forward-looking statements on its current expectations and projections about future events and financial trends that the Company believes may affect its financial condition, results of operations, business strategy, short-term and long-term business operations and objectives and financial needs. These forward-looking statements are subject to a number of assumptions and risks and uncertainties, many of which involve factors or circumstances that are beyond the Company’s control that could affect its financial results. These risks and uncertainties are detailed in the sections titled "Risk Factors" and "Management's Discussion and Analysis of Financial Condition and Results of Operations" in the Company’s quarterly report on Form 10-Q dated August 14, 2026, and other filings that the Company makes from time to time with the SEC, which are available on the SEC's website at sec.gov. Moreover, the Company operates in a very competitive and rapidly changing environment. New risks emerge from time to time. It is not possible for management to predict all risks, nor can the Company assess the impact of all factors on its business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements the Company may make. In light of these risks, uncertainties and assumptions, the future events and trends discussed in this press release may not occur and actual results could differ materially and adversely from those anticipated or implied in any forward-looking statements. Except as required by law, the Company is under no obligation to update these forward-looking statements subsequent to the date of this press release, or to update the reasons if actual results differ materially from those anticipated in the forward-looking statements.
Media Contact:
Stacey Bruzzese
Director of Communications
HawkEye 360
Stacey.Bruzzese@he360.com
603.490.6898
