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Satellogic (SATL) Rule 144 Notice: Ongoing Large-Block Share Sales

Filing Impact
(Low)
Filing Sentiment
(Neutral)
Form Type
144

Rhea-AI Filing Summary

Form 144 notice for SATL: Hannover Holdings S.A., through J.P. Morgan Securities LLC, filed to sell 80,593 Class A common shares on 08/26/2025 on NASDAQ. The filer acquired 7,513,892 shares on 01/25/2022 in an exchange of Nettar Group Inc. convertible notes arising from the merger transaction with Satellogic Inc.

The filing includes a detailed log of multiple Class A share sales by Hannover Holdings S.A. between 05/28/2025 and 08/25/2025, with individual transactions ranging from small lots to several 150,000-share blocks and associated gross proceeds reported for each sale. The notice contains the required representation that the seller is not aware of any undisclosed material adverse information regarding the issuer.

Positive

  • Compliance with Rule 144 disclosure is evident: the filer provides acquisition details, broker, planned sale amount, and past sale history
  • Large original acquisition disclosed (7,513,892 shares acquired in exchange), giving transparency on origin of shares

Negative

  • Ongoing, frequent sales from 05/28/2025 to 08/25/2025 include many large blocks (multiple 150,000-share sales), indicating sustained disposition pressure
  • Potential increase in free float from repeated block sales which may exert downward pressure on the share price if market absorption is weak

Insights

TL;DR: Significant block sales indicate ongoing disposition of a large pre-merger holding; transaction size and frequency may affect short-term float and liquidity.

The filing shows Hannover Holdings S.A. is continuing to reduce its stake in Satellogic via systematic market sales executed through a broker on NASDAQ. The filer previously acquired a multi-million-share position via a 2022 stock exchange tied to a merger consideration, and now is selling in numerous tranches, including repeated 150,000-share blocks. For investors, this is a supply-side development: concentrated selling over months can pressure shares or increase available float, depending on market absorption. The filing itself is procedural and complies with Rule 144 disclosure requirements.

TL;DR: The disclosure is routine under Rule 144 but signals substantial insiders/affiliate divestiture from post-merger holdings.

From a governance perspective, the form documents disposition of shares originally received in a merger-related exchange, suggesting the seller is an affiliate or related party reducing exposure. The serial sales and the representation that no material nonpublic information exists satisfy regulatory attestations but do not provide rationale for the sales. The pattern merits attention for shareholders monitoring insider-related selling activity and potential impacts on perceived confidence in management or strategic direction.

144: Filer Information

144: Issuer Information

144: Securities Information



Furnish the following information with respect to the acquisition of the securities to be sold and with respect to the payment of all or any part of the purchase price or other consideration therefor:

144: Securities To Be Sold


* If the securities were purchased and full payment therefor was not made in cash at the time of purchase, explain in the table or in a note thereto the nature of the consideration given. If the consideration consisted of any note or other obligation, or if payment was made in installments describe the arrangement and state when the note or other obligation was discharged in full or the last installment paid.



Furnish the following information as to all securities of the issuer sold during the past 3 months by the person for whose account the securities are to be sold.

144: Securities Sold During The Past 3 Months

144: Remarks and Signature

FAQ

What does the SATL Form 144 filed by Hannover Holdings S.A. report?

The notice reports a proposed sale of 80,593 Class A common shares to be executed via J.P. Morgan on NASDAQ and lists prior Class A sales between 05/28/2025 and 08/25/2025 with gross proceeds for each trade.

How did Hannover Holdings acquire the shares it is selling under SATL Form 144?

The shares were acquired on 01/25/2022 in an exchange of Nettar Group Inc. convertible notes as part of the merger-related transactions involving Satellogic Inc.

Are the recent sales large enough to affect SATL's market float?

The filing documents repeated large blocks, including many 150,000-share transactions; such concentrated sales can materially increase available float and affect short-term liquidity and price dynamics.

Does the Form 144 indicate undisclosed adverse information about Satellogic (SATL)?

The filer signs a representation stating they are not aware of any material adverse nonpublic information about the issuer; the filing itself contains no disclosure of undisclosed adverse information.

Who is the broker handling the proposed sale in the SATL Form 144?

The broker named for the proposed sale is J.P. Morgan Securities LLC located at 390 Madison Avenue, New York.
Satellogic Inc

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