UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 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): ~~December~~February 418, ~~2025~~2026

______________________________

BETA Technologies, Inc.
(Exact name of registrant as specified in its charter)


Delaware	001-42932	83-1276474
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)


1150 Airport Drive South Burlington,Vermont			05403
(Address of principal executive offices)			(Zip code)

Registrant’s telephone number, including area code: (802) 281-3623

Not Applicable

(Former name or former address, if changed since last report)

______________________________

Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

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

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

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

☐ Pre-commencement communications 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, par value $0.0001 per share	BETA	The New York Stock Exchange

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

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 25.02. ~~Results~~Departure of ~~Operations~~Directors ~~and~~or ~~Financial~~Certain ~~Condition~~Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangement of Certain Officers.

OnDean ~~December~~Kamen 4,has ~~2025,~~voluntarily ~~BETA~~stepped ~~Technologies,~~down ~~Inc.~~from (the ~~“Company”)~~Board ~~issued~~of aDirectors ~~press release announcing its financial and operating results for~~ (the ~~quarter~~"Board") ~~ended~~of ~~September~~BETA 30Technologies, ~~2025~~Inc. In (the ~~press release~~"Company"), ~~the~~effective ~~Company~~January ~~also announced that it will hold a conference call on December 4~~18, ~~2025~~2026. toMr. ~~discuss~~Kamen ~~its~~also ~~financial~~served ~~and~~as ~~operating~~a ~~results~~member ~~for~~of the ~~quarter~~Compensation ~~ended~~Committee ~~September~~of ~~30,~~the ~~2025~~Board. ~~The~~Mr. ~~full~~Kamen ~~text~~made ofthis ~~the~~decision ~~press~~to ~~release~~avoid ispotential ~~furnished~~distractions ~~herewith~~ as ~~Exhibit~~the ~~99.1~~Company ~~and~~remains isfocused ~~incorporated~~on ~~herein~~executing byits ~~reference~~strategic priorities.

~~This~~Mr. ~~information~~Kamen’s isresignation ~~intended~~concludes tothe bereview ~~furnished~~initiated ~~under~~on ~~Item~~February ~~2.02 of Form 8-K~~4, ~~“Results~~2026 ofby ~~Operations~~the ~~and~~Nominating ~~Financial Condition”~~ and ~~shall~~Corporate ~~not~~Governance beCommittee ~~deemed “filed” for purposes~~ of ~~Section 18 of~~ the ~~Securities~~ ~~Exchange~~Company's ~~Act of 1934~~Board, aswhich ~~amended~~did ~~(the~~not ~~“Exchange~~identify ~~Act”), or incorporated by reference in~~ any ~~filing~~violations ~~under~~of the ~~Securities~~ ~~Act~~law. ofHe ~~1933,~~cooperated asfully ~~amended,~~throughout or the ~~Exchange~~ ~~Act, except as shall be expressly set forth by specific reference in such filing~~process.

~~Item 9~~Mr.01 ~~Financial~~Kamen ~~Statements~~has been a valued member of the Board and ~~Exhibits~~contributed significantly to the Company over many years through his guidance, leadership, and investment, as well as through his broader impact on advancing innovation, science, and engineering.

(d) Exhibits. The following exhibits are filed with this Current Report on Form 8-K:

Exhibit No.			Description of Exhibits
99.1			Press release dated December 4, 2025
104			Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURES

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.

	BETA Technologies, Inc.
Date: December 4, 2025		/s/ Herman Cueto
Date: February 19, 2026		/s/ Brian Dunkiel
		Herman Cueto Chief Financial Officer
		Brian DunkielChief Legal Officer

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