UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 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): June 4, 2025

SATELLOGIC INC.

(Exact Name of Registrant as Specified in Charter)

Delaware	001-41247	98-1845974
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

210 Delburg Street

Davidson, NC 28036
(Address of Principal Executive Offices, and Zip Code)

(704) 894-4482

(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 Instruction A.2. below):

☐

Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

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Pre-commencement communication pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

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Pre-commencement communication 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:

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

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

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 Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On June 4, 2025, Marcos Galperin notified Satellogic Inc. (the “Company”) of his decision to resign from the board of directors (the “Board”) of the Company, effective as of June 6, 2025 (the “Effective Date”). Mr. Galperin’s decision to resign was not the result of any disagreement with the Company’s operations, policies or procedures. In connection with Mr. Galperin’s resignation, the size of the Board is being reduced from eight to seven directors.

Item 1.02. Termination of a Material Definitive Agreement.

On June 5, 2025, the Company, Nettar Group Inc. (“Nettar”) and Hannover Holdings S.A. (“Hannover”) terminated the previously disclosed side letter agreement (the “Side Letter Agreement”), dated as of April 5, 2021, between Nettar and Hannover. The Side Letter Agreement provided that so long as Hannover held at least four percent of the Company’s Class A common stock, Hannover would have the right to designate a nominee to serve on the Board. Following the termination of the Side Letter Agreement, the provisions of the Side Letter Agreement are of no further force or effect. Miguel Gutiérrez, who was previously nominated to the Board by Hannover pursuant to the Side Letter Agreement, will continue to serve on the Board as an independent director.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: June 6, 2025

SATELLOGIC INC.


By:		/s/ Rick Dunn
Name:		Rick Dunn
Title:		Chief Financial Officer

Satellogic Inc. 8-K