Satellogic Form 144 reveals continued Hannover Holdings share sales

Rhea-AI Filing Summary

Satellogic Inc. (SATL) – Form 144 filing: Hannover Holdings S.A., an affiliate of the company, has filed a notice to sell up to 37,764 Class A common shares through J.P. Morgan Securities on or about 23 Jul 2025. At the most recent market price implied by the filing, the block is valued at $136.7 k and represents just 0.04 % of the 90.5 m shares outstanding, suggesting limited immediate dilution.

The same shareholder has already disposed of ≈1.91 m shares over the past three months (14 separate transactions) for aggregate gross proceeds of roughly $7.0 m. Those prior sales equal about 2.1 % of the public float, signalling a continuing exit strategy that could weigh on trading volumes and sentiment.

The shares being sold were originally acquired on 25 Jan 2022 via the exchange of Nettar Group convertible notes under the July 2021 SPAC merger agreement that created Satellogic. No new financial or operational information is provided, and the filer asserts no knowledge of undisclosed adverse information. Investors should monitor further Form 144 or Form 4 activity to gauge ongoing selling pressure from large legacy holders.

Positive

• Sale amount is immaterial at 0.04 % of outstanding shares, minimizing immediate dilution/price impact.
• Rule 144 compliance and certification of no undisclosed adverse information reduce regulatory or insider-trading concerns.

Negative

• Ongoing insider selling: 1.91 m shares sold in prior 90 days (~2.1 % of float) plus new 37.8 k notice may pressure stock.
• Legacy SPAC holder exit conveys potential misalignment with long-term shareholders and could signal diminished confidence.

Insights

Securities Analyst

TL;DR – Ongoing insider divestiture adds modest overhang but small vs. float; fundamental thesis unchanged.

The additional 37.8 k-share notice is trivial in isolation, yet Hannover’s cumulative 1.9 m-share sell-down (~2.1 % of O/S) in three months confirms persistent supply from a legacy stakeholder. While not dilutive, such flow can cap upside until absorbed by the market. There is no valuation data or guidance here, so the filing is neutral-to-negative strictly on technical grounds. Watch subsequent 144s and 13D/13G amendments for position changes.

Corporate Governance Expert

TL;DR – Large holder trimming post-SPAC shares; signals exit path, but disclosure satisfies Rule 144 requirements.

The sale stems from shares issued in the 2022 SPAC closing. Rule 144 limits (1 % of O/S every 90 days) appear respected; today’s 37.8 k block is well below the cap. The filer certifies no undisclosed MNPI, reducing compliance risk. However, sustained selling by a control affiliate may raise governance questions around long-term alignment with public shareholders.

Form 144 Filer Information	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 144 NOTICE OF PROPOSED SALE OF SECURITIES PURSUANT TO RULE 144 UNDER THE SECURITIES ACT OF 1933
FORM 144

144: Filer Information

Filer CIK
Filer CCC
Is this a LIVE or TEST Filing?	LIVE TEST
Submission Contact Information
Name
Phone
E-Mail Address

144: Issuer Information

Name of Issuer

SEC File Number

Address of Issuer

Phone

Name of Person for Whose Account the Securities are To Be Sold

See the definition of "person" in paragraph (a) of Rule 144. Information is to be given not only as to the person for whose account the securities are to be sold but also as to all other persons included in that definition. In addition, information shall be given as to sales by all persons whose sales are required by paragraph (e) of Rule 144 to be aggregated with sales for the account of the person filing this notice.

Relationship to Issuer

144: Securities Information

Title of the Class of Securities To Be Sold	Name and Address of the Broker	Number of Shares or Other Units To Be Sold	Aggregate Market Value	Number of Shares or Other Units Outstanding	Approximate Date of Sale	Name the Securities Exchange
Class A common	J.P. Morgan Securities LLC 390 Madison Avenue - 6th Floor New York NY 10017	37764	136706	90526937	07/23/2025	NASDAQ

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

Title of the Class	Date you Acquired	Nature of Acquisition Transaction	Name of Person from Whom Acquired	Is this a Gift?	Date Donor Acquired	Amount of Securities Acquired	Date of Payment	Nature of Payment *
Class A common	01/25/2022	Exchange of Nettar Group Inc. convertible notes in connection with the Agreement and Plan of Merger dated July 5, 2021, by and among Satellogic Inc., CF Acquisition Corp. V, Ganymede Merger Sub 1 Inc., Ganymede Merger Sub 2 Inc., and Nettar Group Inc.	Issuer			7513892	01/25/2022	Exchange of Assets

* 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

Name and Address of Seller	Title of Securities Sold	Date of Sale	Amount of Securities Sold	Gross Proceeds
Hannover Holdings S.A. c/o Satellogic Inc. 210 Delburg Street Davidson NC 28036	Class A common	05/28/2025	136665	541558
Hannover Holdings S.A. c/o Satellogic Inc. 210 Delburg Street Davidson NC 28036	Class A common	05/29/2025	150000	565237
Hannover Holdings S.A. c/o Satellogic Inc. 210 Delburg Street Davidson NC 28036	Class A common	05/30/2025	200000	741599
Hannover Holdings S.A. c/o Satellogic Inc. 210 Delburg Street Davidson NC 28036	Class A common	06/02/2025	200000	741235
Hannover Holdings S.A. c/o Satellogic Inc. 210 Delburg Street Davidson NC 28036	Class A common	06/03/2025	179373	665377
Hannover Holdings S.A. c/o Satellogic Inc. 210 Delburg Street Davidson NC 28036	Class A common	06/04/2025	77975	280908
Hannover Holdings S.A. c/o Satellogic Inc. 210 Delburg Street Davidson NC 28036	Class A common	06/05/2025	87744	317914
Hannover Holdings S.A. c/o Satellogic Inc. 210 Delburg Street Davidson NC 28036	Class A common	06/06/2025	50117	178625
Hannover Holdings S.A. c/o Satellogic Inc. 210 Delburg Street Davidson NC 28036	Class A common	06/09/2025	62672	223466
Hannover Holdings S.A. c/o Satellogic Inc. 210 Delburg Street Davidson NC 28036	Class A common	06/10/2025	100000	357077
Hannover Holdings S.A. c/o Satellogic Inc. 210 Delburg Street Davidson NC 28036	Class A common	06/11/2025	10800	39006
Hannover Holdings S.A. c/o Satellogic Inc. 210 Delburg Street Davidson NC 28036	Class A common	06/18/2025	18741	66000
Hannover Holdings S.A. c/o Satellogic Inc. 210 Delburg Street Davidson NC 28036	Class A common	06/20/2025	100000	353720
Hannover Holdings S.A. c/o Satellogic Inc. 210 Delburg Street Davidson NC 28036	Class A common	06/26/2025	100000	373256
Hannover Holdings S.A. c/o Satellogic Inc. 210 Delburg Street Davidson NC 28036	Class A common	06/27/2025	100000	374776
Hannover Holdings S.A. c/o Satellogic Inc. 210 Delburg Street Davidson NC 28036	Class A common	07/16/2025	100000	358000
Hannover Holdings S.A. c/o Satellogic Inc. 210 Delburg Street Davidson NC 28036	Class A common	07/17/2025	150000	558000
Hannover Holdings S.A. c/o Satellogic Inc. 210 Delburg Street Davidson NC 28036	Class A common	07/18/2025	1800	6606
Hannover Holdings S.A. c/o Satellogic Inc. 210 Delburg Street Davidson NC 28036	Class A common	07/21/2025	71481	250898
Hannover Holdings S.A. c/o Satellogic Inc. 210 Delburg Street Davidson NC 28036	Class A common	07/22/2025	16052	55058

144: Remarks and Signature

Remarks

Date of Notice

ATTENTION:

The person for whose account the securities to which this notice relates are to be sold hereby represents by signing this notice that he does not know any material adverse information in regard to the current and prospective operations of the Issuer of the securities to be sold which has not been publicly disclosed. If such person has adopted a written trading plan or given trading instructions to satisfy Rule 10b5-1 under the Exchange Act, by signing the form and indicating the date that the plan was adopted or the instruction given, that person makes such representation as of the plan adoption or instruction date.

Signature

ATTENTION: Intentional misstatements or omission of facts constitute Federal Criminal Violations (See 18 U.S.C. 1001)

FAQ

How many Satellogic (SATL) shares does Hannover Holdings intend to sell in this Form 144?

The notice covers 37,764 Class A common shares to be sold on or about 23 Jul 2025.

What percentage of SATL’s shares outstanding does the new sale represent?

Roughly 0.04 % of the 90.5 million shares currently outstanding.

How many SATL shares has Hannover Holdings sold in the last three months?

Prior disclosures list ≈1.91 million shares sold between 28 May 2025 and 22 Jul 2025.

What is the total gross proceeds from Hannover’s recent SATL share sales?

The filing reports cumulative gross proceeds of about $7.05 million over the past three months.

Were the shares acquired through a cash purchase or another transaction?

They were received on 25 Jan 2022 via exchange of Nettar Group convertible notes related to the 2021 merger.

Which broker is handling the proposed SATL share sale?

The broker of record is J.P. Morgan Securities LLC.