FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.         
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
                                                                                  
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

Insight Holdings Group, LLC
2. Issuer Name and Ticker or Trading Symbol

HawkEye 360, Inc. [HAWK]
5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

_____ Director                    __X__ 10% Owner
_____ Officer (give title below)    _____ Other (specify below)
(Last)          (First)          (Middle)

C/O INSIGHT PARTNERS
1114 AVENUE OF THE AMERICAS, 36TH FLOOR
3. Date of Earliest Transaction (MM/DD/YYYY)

5/8/2026
(Street)

NEW YORK  NEW YORK  10036
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
6. Individual or Joint/Group Filing (Check Applicable Line)

___ Form filed by One Reporting Person
_ X _ Form filed by More than One Reporting Person
(City)        (State)        (Zip/Postal Code)
UNITED STATES
(Country)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 5/8/2026  C  2,272,723 A (1)2,272,723 I See footnote (2)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security3. Trans. Date3A. Deemed Execution Date, if any4. Trans. Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
6. Date Exercisable and Expiration Date7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)11. Nature of Indirect Beneficial Ownership (Instr. 4)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Series A-1 Preferred Stock  (1)5/8/2026  C     584,256   (1) (1)Common Stock 584,256  (1)0 I See footnote (2)
Series A-2 Preferred Stock  (1)5/8/2026  C     646,372   (1) (1)Common Stock 646,372  (1)0 I See footnote (2)
Series A-3 Preferred Stock  (1)5/8/2026  C     218,698   (1) (1)Common Stock 218,698  (1)0 I See footnote (2)
Series B Preferred Stock  (1)5/8/2026  C     567,664   (1) (1)Common Stock 567,664  (1)0 I See footnote (2)
Series C Preferred Stock  (1)5/8/2026  C     182,653   (1) (1)Common Stock 182,653  (1)0 I See footnote (2)
Series D Preferred Stock  (1)5/8/2026  C     73,080   (1) (1)Common Stock 73,080  (1)0 I See footnote (2)

Explanation of Responses:
(1) See Exhibit 99.1
(2) See Exhibit 99.1

Remarks:
This Form 4 is the fourth of four Forms 4 filed relating to the same event. The Form 4 has been split into four filings because there are more than 10 reporting persons in total, and the SEC's EDGAR filing system limits a single Form 4 to a maximum of 10 reporting persons. Each Form 4 is filed by Designated Filer, Insight Holdings Group, LLC.

Exhibit List
Exhibit 99.1 - Explanation of Responses
Exhibit 99.2 - Joint Filers' Signatures
Exhibit 99.3 - Joint Filer Information

Reporting Owners
Reporting Owner Name / Address
Relationships
Director10% OwnerOfficerOther
Insight Holdings Group, LLC
C/O INSIGHT PARTNERS
1114 AVENUE OF THE AMERICAS, 36TH FLOOR
NEW YORK
NEW YORK
10036
UNITED STATES

X

Insight Partners Holdings Focus-H, L.P.
C/O INSIGHT PARTNERS
1114 AVENUE OF THE AMERICAS, 36TH FLOOR
NEW YORK
NEW YORK
10036
UNITED STATES

X

Insight Partners Warehouse GP, LLC
C/O INSIGHT PARTNERS
1114 AVENUE OF THE AMERICAS, 36TH FLOOR
NEW YORK
NEW YORK
10036
UNITED STATES

X

Insight Venture Management, LLC
C/O INSIGHT PARTNERS
1114 AVENUE OF THE AMERICAS, 36TH FLOOR
NEW YORK
NEW YORK
10036
UNITED STATES

X

Insight Falcon Partners (A), L.P.
C/O INSIGHT PARTNERS
1114 AVENUE OF THE AMERICAS, 36TH FLOOR
NEW YORK
NEW YORK
10036
UNITED STATES

X

Insight Falcon Associates, Ltd.
C/O INSIGHT PARTNERS
1114 AVENUE OF THE AMERICAS, 36TH FLOOR
NEW YORK
NEW YORK
10036
UNITED STATES

X


Signatures
Insight Holdings Group, LLC, By: /s/ Andrew Prodromos/Authorized Officer5/12/2026
**Signature of Reporting PersonDate


Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
*If the form is filed by more than one reporting person, see Instruction 4(b)(v).
**Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note:File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
* Form 4: SEC 1474 (03-26).
EXHIBIT 99.1

EXPLANATION OF RESPONSES

1.
The Series A-1 Preferred Stock, Series A-2 Preferred Stock, Series A-3 Preferred Stock, Series B Preferred Stock, Series C Preferred Stock, and Series D Preferred Stock automatically converted into common stock upon the closing of the Issuer's initial public offering for no additional consideration, on a 1-for-1 basis, and had no expiration date.
2.
Held directly by Insight Partners Holdings Focus-H, L.P.


EXHIBIT 99.2

JOINT FILERS' SIGNATURES
 
Insight Holdings Group, LLC,
By: /s/ Andrew Prodromos/Authorized Officer
 
05/12/2026
**Signature of Reporting Person
 
Date
Insight Partners Holdings Focus-H, L.P.,
By: Insight Partners Warehouse GP, LLC, its general partner, By: /s/ Andrew Prodromos/Authorized Officer
 
05/12/2026
**Signature of Reporting Person
 
Date
Insight Partners Warehouse GP, LLC,
By: /s/ Andrew Prodromos/Authorized Officer
 
05/12/2026
**Signature of Reporting Person
 
Date
Insight Venture Management, LLC,
By: /s/ Andrew Prodromos/Authorized Officer
 
05/12/2026
**Signature of Reporting Person
 
Date
Insight Falcon Partners (A), L.P.,
By: Insight Falcon Associates, Ltd., its general partner, By: /s/ Andrew Prodromos/Authorized Officer
 
05/12/2026
**Signature of Reporting Person
 
Date
Insight Falcon Associates, Ltd.,
By: /s/ Andrew Prodromos/Authorized Officer
 
05/12/2026
**Signature of Reporting Person
 
Date


EXHIBIT 99.3

JOINT FILER INFORMATION
3,290,964 shares of common stock are held of record by Insight Partners XII, L.P. ("IP XII"); 9,233 shares of common stock are held of record by Insight Partners XII (Co-Investors), L.P. ("IP XII Co-Investors"); 135,479 shares of common stock are held of record by Insight Partners XII (Co-Investors) (B), L.P. ("IP XII Co-Investors B"); 4,606,612  shares of common stock are held of record by Insight Partners (Cayman) XII, L.P. ("IP Cayman XII"); 273,510 shares of common stock are held of record by Insight Partners (Delaware) XII, L.P. ("IP Delaware XII”); 752,279 shares of common stock are held of record by Insight Partners (EU) XII, S.C.Sp. ("IP EU XII"); 2,822,723 shares of common stock are held of record by Insight Satellite Co-Invest, L.P. ("Satellite LP") and 2,272,723 shares of common stock are held of record by Insight Partners Holdings Focus-H, L.P. ("IP Focus-H").

Insight Holdings Group, LLC (“Holdings”) is the sole shareholder of Insight Associates XII, Ltd. (“IA XII Ltd”), which is the general partner of Insight Associates XII, L.P. (“IA XII”), which is the general partner of each of IP XII, IP XII Co-Investors, IP XII Co-Investors B, IP Cayman XII and IP Delaware XII (collectively, the “IP XII Funds”). Insight Associates (EU) XII, S.a.r.l. (“IA EU XII”) is the general partner of IP EU XII. IP XII is the managing member of Insight Satellite Co-Invest GP, LLC (“Satellite GP”), which is the general partner of Satellite LP. Insight Falcon Associates, Ltd. (“Falcon Ltd”) is the general partner of Insight Falcon Partners (A), L.P. (“Falcon LP”), which is in turn the sole member of Insight Venture Management, LLC (“IVM”), which is in turn the sole member of Insight Partners Warehouse GP, LLC (“Warehouse GP”), which is in turn the general partner of IP Focus-H. Holdings is the sole shareholder of each of IA EU XII and Falcon Ltd. The IP XII Funds, IP EU XII, Satellite LP and IP Focus-H are collectively referred to as the “Funds,” and collectively with Holdings, IA XII Ltd, IA XII, IA EU XII, Satellite GP, Falcon Ltd, Falcon LP, IVM and Warehouse GP, the “Insight Entities.” As a result, the amounts owned by each of the Funds may be deemed attributable to each of the other Insight Entities.

Each of Jeffrey L. Horing, Deven Parekh, Jeffrey Lieberman, and Michael Triplett is a member of the board of managers of Holdings and as such may be deemed to have shared voting and dispositive power over the shares held of record by the Funds. The foregoing is not an admission by any Insight Entity that it is the beneficial owner of the shares held of record by the Funds. Each of the other Insight Entities and Messrs. Horing, Parekh, Lieberman and Triplett disclaims beneficial ownership of the shares held of record by the Funds, except to the extent of its or his pecuniary interest therein, if any.

The address of each of the entities and persons identified in this Exhibit 99.3 is c/o Insight Partners, 1114 Avenue of the Americas, 36th Floor, New York, New York 10036.