Satellogic (NASDAQ: SATL) refiles CEO and CFO Section 302 certifications

Rhea-AI Filing Summary

Satellogic Inc. filed Amendment No. 1 to its Annual Report for the year ended December 31, 2025 as an exhibit-only update. The amendment is solely to re-file Exhibits 31.1 and 31.2, which are the CEO and CFO certifications required under Section 302 of the Sarbanes-Oxley Act, to restore text that was inadvertently omitted.

The company states that this amendment does not reflect any events after the original filing and does not modify or update the previously reported disclosures or financial information. As of June 30, 2025, non-affiliates held common stock with an aggregate market value of approximately $176,744,176, and as of March 13, 2026, there were 132,475,998 Class A shares, 10,582,641 Class B shares, and 49,184,815 warrants outstanding.

Key Figures

Public float: $176,744,176 Class A shares outstanding: 132,475,998 shares Class B shares outstanding: 10,582,641 shares +2 more

5 metrics

Public float $176,744,176 Aggregate market value of common stock held by non-affiliates as of June 30, 2025

Class A shares outstanding 132,475,998 shares Class A common stock outstanding as of March 13, 2026

Class B shares outstanding 10,582,641 shares Class B common stock outstanding as of March 13, 2026

Warrants outstanding 49,184,815 warrants Warrants to purchase Class A common stock outstanding as of March 13, 2026

Report period end December 31, 2025 Fiscal year-end covered by the amended annual report

Key Terms

Amendment No. 1, Section 302, Sarbanes-Oxley Act of 2002, emerging growth company, +1 more

5 terms

Amendment No. 1 regulatory

"Satellogic Inc. is filing this Amendment No. 1 to its Annual Report"

Section 302 regulatory

"to include a portion of the text required in paragraph 4 of the Section 302 certifications"

Sarbanes-Oxley Act of 2002 regulatory

"Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002"

emerging growth company regulatory

"See definition of “large accelerated filer,” “accelerated filer,” and “emerging growth company” in Rule 12b-2"

An emerging growth company is a recently public or smaller public firm that qualifies for temporary, lighter regulatory and disclosure rules to reduce the cost and effort of being public. For investors, it means the company may provide less historical financial detail and face fewer reporting requirements than larger firms, so it can grow more quickly but also carries higher uncertainty—like buying a promising early-stage product with fewer user reviews.

Smaller reporting company regulatory

"Smaller reporting company | | | | | | | | | | Emerging growth company"

A smaller reporting company is a publicly traded firm that meets regulatory size tests allowing it to provide abbreviated financial disclosures and compliance filings compared with larger companies. For investors, that means financial statements and notes may be less detailed, which can make it harder to compare performance or spot risks—think of reading a short summary instead of a full report when deciding whether to buy or hold a stock.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-K/A

(Amendment No. 1)

☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the Fiscal Year Ended December 31, 2025

OR

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ___________ to ___________

Commission File Number: 001-41247

Satellogic Inc.

(Exact name of Registrant as specified in its charter)

Delaware		98-1845974
(Jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

210 Delburg Street

Davidson,	North Carolina	28036
(Address of principal executive offices, including zip code)

Registrant’s telephone number, including area code: (704) 802-2041

Securities registered or to be 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

SATL

The Nasdaq Capital Market

Warrants

SATLW

The Nasdaq Capital Market

Securities registered or to be registered pursuant to Section 12(g) of the Act: None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No ☒

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934. Yes ☐ No ☒

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ☒ No ☐ 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or an emerging growth company. See definition of “large accelerated filer,” “accelerated filer,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer

☐

Accelerated filer

☐

Non-accelerated filer

☒

Smaller reporting company

☒

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. ☐

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting over Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☐

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐

If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

As of June 30, 2025, the last business day of the registrant’s most recently completed second fiscal quarter, the aggregate market value of the registrant’s common stock held by non-affiliates of the registrant was approximately $176,744,176 based on the closing sales price as reported on the Nasdaq Capital Market.

As of March 13, 2026, there were 132,475,998 shares of Class A common stock, 10,582,641 shares of Class B common stock, and 49,184,815 warrants to purchase Class A common stock outstanding.

DOCUMENTS INCORPORATED BY REFERENCE

Portions of the registrant’s Proxy Statement for the registrant’s 2026 Annual Meeting of Stockholders are incorporated by reference into Part III of the original Form 10-K, as amended by this Amendment No. 1, to the extent stated therein.

Explanatory Note

Satellogic Inc. is filing this Amendment No. 1 to its Annual Report on Form 10-K for the period ended December 31, 2025 as an exhibit only filing solely to re-file Exhibits 31.1 and 31.2 to include a portion of the text required in paragraph 4 of the Section 302 certifications, which was inadvertently omitted from the Section 302 certifications included with the original Form 10-K filed with the Securities and Exchange Commission on March 19, 2026. This Amendment No. 1 to Form 10-K does not reflect events occurring after the filing of the original Form 10-K and, other than the re-filing of the referenced certifications, does not modify or update the disclosures in the original Form 10-K in any way.

ITEM 15. EXHIBIT AND FINANCIAL STATEMENT SCHEDULES

(2) Exhibits

Exhibit No.		Description
31.1		Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2		Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) 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, thereunto duly authorized.

June 17, 2026	SATELLOGIC INC.
	By:	/s/ Rick Dunn
	Name:	Rick Dunn
	Title:	Chief Financial Officer

FAQ

What is Satellogic Inc. (SATL) changing in this 10-K/A amendment?

Satellogic Inc. is only re-filing its CEO and CFO Section 302 certifications as Exhibits 31.1 and 31.2. The amendment adds previously omitted wording and leaves all other annual report disclosures and financial statements unchanged.

Does Satellogic’s 10-K/A Amendment No. 1 update its 2025 financial results?

No, the amendment does not update Satellogic’s 2025 financial results or other disclosures. It explicitly states that, apart from the revised certifications, nothing in the original annual report for the period ended December 31, 2025 is modified or updated.

What was Satellogic’s public float as of June 30, 2025?

As of June 30, 2025, Satellogic’s common stock held by non-affiliates had an aggregate market value of approximately $176,744,176. This figure is based on the closing sales price of its shares on the Nasdaq Capital Market on that date.

How many Satellogic (SATL) shares and warrants were outstanding in March 2026?

As of March 13, 2026, Satellogic had 132,475,998 shares of Class A common stock, 10,582,641 shares of Class B common stock, and 49,184,815 warrants to purchase Class A common stock outstanding, according to the amendment disclosure.

What exhibits are included in Satellogic’s 10-K/A Amendment No. 1?

The amendment includes Exhibit 31.1 (CEO Section 302 certification), Exhibit 31.2 (CFO Section 302 certification), and Exhibit 104 (Cover Page Interactive Data File). These are compliance-related exhibits tied to internal control and reporting requirements.

Who signed Satellogic’s 10-K/A Amendment No. 1 and when?

The amendment was signed on behalf of Satellogic Inc. by Rick Dunn, its Chief Financial Officer, dated June 17, 2026. His signature indicates authorization of the exhibit-only amendment to the annual report.