Quarterly report [Sections 13 or 15(d)]

Debt and Other Financing

v3.25.3
Debt and Other Financing
 9 Months Ended
Sep. 30, 2025
Debt Disclosure [Abstract]  
Debt and Other Financing 10. Debt and Other Financing
The carrying value of the Company’s outstanding debt consisted of the following amounts:
September 30, December 31,
2025 2024
(in thousands)
Current portion of long-term debt $ 5,813  $ 2,000 
Non-current portion of long-term debt 196,250  107,034 
Total long-term debt 202,063  109,034 
Unamortized debt issuance costs (7,002) (1,371)
Outstanding balance $ 195,061  $ 107,663 

Effective Interest Rate September 30, December 31,
Name of Loan 2025 2024
(in thousands)
Convertible Notes 8.73% $ 185,000  $ — 
Satellite launch vendor financing
7.77% - 11.62%
 17,063  6,000 
Loans from related parties
12.23% - 12.57%
 —  93,034 
Commercial bank line 10.98% —  10,000 
Total $ 202,063  $ 109,034 

Convertible Notes
In July 2025, the Company issued $185.0 million principal amount of Convertible Notes in a private offering. The Convertible Notes mature on August 1, 2033 unless earlier converted, redeemed or repurchased. The Convertible Notes bear interest at a rate of 8.25% per year, payable semiannually in arrears on February 1
and August 1 of each year, beginning on February 1, 2026. The following table summarizes the interest expense for the Convertible Notes for the three and nine months ended September 30, 2025.
Three and Nine Months Ended September 30,
2025
(in thousands)
Coupon interest
 $ 2,926 
Amortization of debt issuance costs
 170 
Total interest expense
 $ 3,096 

Holders may convert their Convertible Notes at their option at any time prior to the close of business on the second scheduled trading day immediately preceding the maturity date. Upon conversion, the Company will pay shares of the Company's Class A common stock, or deliver cash, or a combination of cash and shares of the Company's Class A common stock, at the Company's election. The conversion rate of the notes will initially be 27.1909 shares of BlackSky’s Class A common stock per $1,000 principal amount of notes (equivalent to an initial conversion price of approximately $36.78 per share of Class A common stock). The Company may not redeem the Convertible Notes prior to August 4, 2028. The Company may redeem for cash all or any portion of the Convertible Notes, at the Company's option, on or after August 4, 2028 and prior to the 26th scheduled trading day immediately preceding the maturity date, if (1) the last reported sale price of the Company's Class A common stock has been at least 130% of the conversion price then in effect for at least 20 trading days (whether or not consecutive) during any 30 consecutive trading day period (including the last trading day of such period) ending on, and including, the trading day immediately preceding the date on which the Company provides notice of redemption and (2) certain liquidity conditions are satisfied, at a redemption price equal to 100% of the principal amount of the notes to be redeemed, plus accrued and unpaid interest to, but excluding, the redemption date.
Satellite Launch Vendor Financing
In November 2023, the Company entered into a vendor financing agreement for multiple satellite launches providing for $27.0 million, of which a portion can be drawn down equally per satellite launch and will be repaid quarterly on a pro-rata basis across a three-year period after each successful launch milestone. Payments will accrue interest at 12.6% per annum, beginning on each launch date. The Company may prepay at any time until the maturity date without premium or penalty. The outstanding debt related to the vendor financing agreement is guaranteed by the Company’s subsidiaries and secured by substantially all of the assets of the Company and its subsidiaries. During the nine months ended September 30, 2025, the Company incurred $12.8 million of additional debt related to the satellite launch vendor financing agreement.

Loans from Related Parties
In May 2023, BlackSky and its subsidiaries entered into an Amendment to its Amended and Restated Loan and Security Agreement with Intelsat and Seahawk, dated October 31, 2019 and previously amended on September 9, 2021. In July 2025, the Company repaid these loans in their entirety plus accrued interest in the amount of $100.2 million.

Commercial Bank Line
In April 2024, the Company, and certain subsidiaries of the Company, as co-borrowers, entered into a commercial bank line with Stifel Bank that provided for a $20.0 million revolving credit facility. In July 2025, the Company repaid the amount owed under the revolving credit facility in its entirety plus accrued interest in the amount of $10.0 million and closed the commercial bank line.
Debt Maturities
Under the Company’s loan agreements, minimum required maturities are as follows:

For the years ending December 31, (in thousands)
2025 $ 1,125 
2026 6,250 
2027 6,250 
2028 3,438 
2029 — 
Thereafter 185,000 
Total outstanding $ 202,063 

Fair Value of Debt
The following table presents the fair value hierarchy of the Company’s outstanding long-term debt as of September 30, 2025:
September 30, 2025 Quoted Prices in Active Markets Significant Other Observable Input Significant Other Unobservable Inputs
(Level 1) (Level 2) (Level 3)
(in thousands)
Liabilities
Convertible Notes $ 207,283  $ —  $ — 
Satellite launch vendor financing —  —  17,052 
$ 207,283  $ —  $ 17,052 
The fair value of the satellite launch vendor financing was estimated using Level 3 inputs, based on interest rates available for debt with terms and maturities similar to the Company’s existing debt arrangements and credit rating. The estimated fair value of the Company’s outstanding long-term debt as of December 31, 2024 was $120.3 million, which represents a Level 3 measurement based off of the fair value hierarchy.