Satellogic Inc.SATL
Satellogic Inc. Fair Value Disclosure
Fair Value Measurements and Financial Instruments
The following tables provide the fair value measurement hierarchy of our assets and liabilities:
| As of December 31, 2025 | Fair value measurement using | |||||||||||||||||||
| Financial instruments | Quoted prices in active markets (Level 1) | Significant observable inputs (Level 2) | Significant unobservable inputs (Level 3) | |||||||||||||||||
| Liabilities | ||||||||||||||||||||
$8.63 Warrants liability | $ | 2,105 | $ | — | $ | — | ||||||||||||||
| PIPE Warrant liability | — | — | 186 | |||||||||||||||||
| Liberty Warrants and Liberty Advisory Fee Warrant liability | — | — | 3,527 | |||||||||||||||||
| Total Warrant Liabilities | $ | 2,105 | $ | — | $ | 3,713 | ||||||||||||||
| Sponsor Earnout liability | $ | — | $ | — | $ | 554 | ||||||||||||||
| Secured Convertible Notes | $ | — | $ | — | $ | 56,110 | ||||||||||||||
| As of December 31, 2024 | Fair value measurement using | |||||||||||||||||||
| Financial instruments | Quoted prices in active markets (Level 1) | Significant observable inputs (Level 2) | Significant unobservable inputs (Level 3) | |||||||||||||||||
| Assets | ||||||||||||||||||||
| OS Warrants | $ | — | $ | — | $ | 322 | ||||||||||||||
| Liabilities | ||||||||||||||||||||
$8.63 Warrants liability | $ | 3,028 | $ | — | $ | — | ||||||||||||||
| PIPE Warrant liability | — | — | 471 | |||||||||||||||||
| Liberty Warrants and Liberty Advisory Fee Warrant liability | — | — | 8,012 | |||||||||||||||||
| Total Warrant Liabilities | $ | 3,028 | $ | — | $ | 8,483 | ||||||||||||||
| Sponsor Earnout Liability | $ | — | $ | — | $ | 1,501 | ||||||||||||||
| Secured Convertible Notes | $ | — | — | $ | 79,070 | |||||||||||||||
The following methods and assumptions were used to estimate the fair values at December 31, 2025:
•The carrying values of cash and cash equivalents, restricted cash, accounts receivable, prepaid expenses and other current assets, accounts payable, and accrued expenses and other liabilities are considered to approximate their fair values due to the short-term nature of these items.
•The volatility assumption is based on the historical volatility of the Company’s and OS’s stock prices and the risk free rate of return assumption is based on market rates. An increase in volatility and or the risk free rate of return would result in higher values for the Company’s stock warrants and the OS stock warrants that are valued using the Black-Scholes option pricing model.
•The fair values of the OS stock warrant investment assets have been estimated using the Black-Scholes model. The OS stock warrant expired on December 31, 2025.
•The fair values of the $8.63 Warrants were determined using the quoted prices in the active warrant market.
•The fair values of the PIPE Warrant have been estimated using the Black-Scholes model. Significant unobservable inputs include:
◦Time to expiry: 1.1 years
◦Volatility: 120%
◦Risk free rate of return: 3.4%
•The fair values of the Liberty Warrants and Liberty Advisory Fee Warrant have been estimated using the Black-Scholes model. Significant unobservable inputs include:
◦Time to expiry: 1.1 years
◦Volatility: 120.0%
◦Risk free rate of return: 3.4%
•The fair value of the Sponsor Earnout has been estimated using the Monte Carlo model. Significant unobservable inputs include:
◦Time to expiry: 1.1 years
◦Volatility: 120%
◦Risk free rate of return: 3.4%
•The fair values of the Secured Convertible Notes is determined by using the “with” method. At each measurement date we valued the Secured Convertible Notes with the conversion option. The difference between the aggregate fair value of the Secured Convertible Notes and the unpaid principal balance was $26.1 million at December 31, 2025. Inputs used for the fair value measurement include:
◦Credit spread – 24.99% to 37.49%
◦Volatility: 80%
◦Risk free rate of return: 3.5%
Changes in the fair value of Level 3 assets during the years ended December 31, 2025 and 2024 were as follows:
| OS warrants | ||||||||
| At December 31, 2024 | $ | 322 | ||||||
Remeasurement gain/(loss)(1) | (418) | |||||||
| Foreign currency translation adjustment | 96 | |||||||
| At December 31, 2025 | $ | — | ||||||
(1)Recognized in the Consolidated Statements of Operations and Comprehensive Loss for the years ended December 31, 2025.
Changes in the fair value of Level 3 liabilities during the years ended December 31, 2025 and 2024 were as follows:
| Liberty Warrants and Liberty Advisory Fee Warrant | PIPE Warrant | Sponsor Earnout | Secured Convertible Notes | ||||||||||||||||||||
| At January 1, 2024 | $ | 2,017 | $ | 97 | $ | 419 | $ | — | |||||||||||||||
| Issues | — | — | — | 30,000 | |||||||||||||||||||
| Interest payments | — | — | — | (1,525) | |||||||||||||||||||
Remeasurement (gain)/loss(1) | 5,995 | 374 | 1,082 | 50,595 | |||||||||||||||||||
| At December 31, 2024 | 8,012 | 471 | 1,501 | 79,070 | |||||||||||||||||||
| Interest payments | — | — | — | (3,311) | |||||||||||||||||||
Remeasurement (gain)/loss(1) | (4,485) | (285) | (947) | (19,649) | |||||||||||||||||||
| At December 31, 2025 | $ | 3,527 | $ | 186 | $ | 554 | $ | 56,110 | |||||||||||||||
(1)Recognized in the Consolidated Statements of Operations and Comprehensive Loss for the years ended December 31, 2025 and 2024, respectively.
There were no transfers between Level 1 and Level 2 during the years ended December 31, 2025 or 2024.
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Historical Timeline
| Fiscal Year | Filed | |
|---|---|---|
| 2025 | Mar 19, 2026 | Showing above |
| 2024 | Mar 26, 2025 | |
About Fair Value Disclosures
Fair value disclosures classify all assets and liabilities measured at fair value into a three-level hierarchy: Level 1 (quoted market prices), Level 2 (observable inputs like yield curves), and Level 3 (unobservable inputs requiring management estimates). The proportion of Level 3 assets directly reflects how much of the balance sheet depends on internal models rather than market evidence.
Key signals: a growing Level 3 balance relative to total fair-value assets increases valuation uncertainty and earnings volatility risk. Watch for transfers between levels — assets moving from Level 2 to Level 3 often signal deteriorating market liquidity. Unrealized gains and losses on Level 3 positions flow through earnings or other comprehensive income, so large swings deserve scrutiny. For financial institutions, examine the sensitivity disclosures that show how Level 3 valuations change under alternative assumptions. Compare the fair value of debt against its carrying amount to gauge hidden leverage.